/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211209.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 9, 2021, Vol. 25, No. 342 Headlines 340 BISCAYNE: Amended Reorganizing Plan Confirmed by Judge ADVANCE TRANSPORTATION: Taps E.P. Bud Kirk as Legal Counsel AESTHETIC FAMILY: Trustee Taps Hansen & Cogar as Accountant ALIERA COMPANIES: Gets Involuntary Chapter 11 Petition From Members AUTO BROKERS: Seeks Interim Cash Collateral Access AVISON YOUNG: S&P Alters Outlook to Stable, Affirms 'B-' ICR BERLIN PACKAGING: Moody's Affirms B3 CFR & Ups 1st Lien Debt to B2 BG PETROLEUM: Court to Dismiss Suit vs Bank BK AUTUMN 701: Gets Approval to Hire Shiryak Bowman as Counsel BK AUTUMN 701: Gets OK to Hire Singer & Falk as Accountant CALVERT CITY QUARRY: Seeks Cash Collateral Access CAMDEN DIOCESE: Claimants Seek Additional $63 Million From Funds CELESTICA INC: Moody's Rates New $365MM Secured Term Loan A 'Ba1' CHARLESTON ORTHODONTIC: TIAA Commercial Says Plan Not Feasible COOKE OMEGA: S&P Downgrades ICR to 'B', Outlook Negative CORTLAND ENERGY: Seeks Cash Collateral Access DESAI HOLDINGS: Gets Interim OK to Hire Sternberg as Legal Counsel DYNAMIC ATHLETICS: Taps Attorney Joseph J. D'Agostino as Counsel ENSONO INC: $75MM Term Loan Add-on No Impact on Moody's B3 CFR FIRSTCASH INC: Moody's Rates New $525MM Sr. Unsecured Notes 'Ba2' FIRSTCASH INC: S&P Rates New $525MM Senior Unsecured Notes 'BB' GAMING & LEISURE: S&P Affirms 'BB+' ICR, Outlook Stable HCA WEST: Feb. 10, 2022 Plan Confirmation Hearing Set HENRY FORD VILLAGE: Liquidating Plan Confirmed by Judge HH ACQUISITION: Gets Approval to Hire MCA as Financial Advisor HOTEL CUPIDO: Jan. 12, 2022 Plan Confirmation Hearing Set HOWARD MIDSTREAM: Moody's Assigns First Time B1 Corp Family Rating HOWARD MIDSTREAM: S&P Assigns 'B+' ICR, Outlook Stable ICEBOX HOLDCO III: Moody's Assigns B3 CFR & Rates 1st Lien Debt B2 INFORMATICA INC: S&P Assigns 'BB-' ICR on IPO, Outlook Stable INTELSAT SA: Narrow Down Ch. 11 Issues to Lone Creditor Objection IQ FORMULATIONS: Jan. 12, 2022 Disclosure Statement Hearing Set J.H. EXCAVATION: Seeks Cash Collateral Access KODIAK BP: $200MM Term Loan Add-on No Impact on Moody's B1 CFR LG PARENT: S&P Upgrades ICR to 'B-', Outlook Stable LIMETREE BAY: Reopens Chapter 11 Auction With $30 Mil. New Bid MALLINCKRODT PLC: Ch.11 Plan A Fair Deal for Creditors, Says CTO MALLINCKRODT PLC: Escapes $320-Mil. Ch.11 Acthar Antitrust Claim METRONET SYSTEMS: $125MM Loan Add-on No Impact on Moody's B3 CFR NATIONAL MENTOR: S&P Rates $200 Million Term Loan Rated 'B' NORRENBERNS FOODS: Case Summary & 20 Largest Unsecured Creditors NORTH PIER OCEAN: Jan. 31, 2022 Plan Confirmation Hearing Set PAR 5 PROPERTY: Trustee Taps West Auctions as Auctioneer PARUSA INVESTMENT: Joint Modified Plan Confirmed by Judge PHILADELPHIA ENERGY: Insurers Ask Court to Reduce Trial Claims PUBLIC FINANCE AUTHORITY, WI: S&P Cuts Rev. Bonds Rating to 'CCC-' PURDUE PHARMA: Sackler Family Denied Pre-Chapter 11 Looting PURDUE PHARMA: Spurs Venue Shopping Pushback in Congress, NY RAILYARD COMPANY: Dismissal of Jaramillo Appeals Recommended REMLIW INC: Jan. 12, 2022 Plan Confirmation Hearing Set RESTAURANT TECHNOLOGIES: S&P Upgrades ICR to 'B', Outlook Stable ROYAL ALICE: Court OK's Ch. 11 Trustee Deal with AMAG SOUTHERN ROCK: Jan. 13, 2022 Disclosure Statement Hearing Set SPL PARTNERS: Seeks to Hire Norris McLaughlin as Legal Counsel TYNDALL PARKWAY: Jan. 12, 2022 Plan Confirmation Hearing Set UC HOLDINGS: S&P Downgrades ICR to 'B-' on Declining Performance USA GYMNASTICS: Indiana Joins Others in Objecting Settlement Plan VISTRA CORP: S&P Rates $750MM Green Perpetual Preferred Stock 'B' WEATHERFORD INTERNATIONAL: S&P Raises ICR to 'B-', Outlook Stable WESTERN DIGITAL: S&P Assigns 'BB+' Rating on New Unsecured Notes WEWORK COS: S&P Affirms 'CCC+' ICR on Close of SPAC Transaction WLADIS MANAGEMENT: Seeks to Hire Morrison Tenenbaum as Counsel [*] Moody's Takes Actions on $142MM of US RMBS Issued 2004-2007 [*] Protecting Administrative Claims of Creditors' in Ch.11 Cases [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 340 BISCAYNE: Amended Reorganizing Plan Confirmed by Judge ---------------------------------------------------------- Judge Laurel M. Isicoff has entered findings of fact, conclusions of law and order confirming the Amended Plan of Reorganization of 340 Biscayne Owner, LLC. The only objection to the Plan or Disclosure Statement was filed by 340 Biscayne Lendco, LLC ("Lender"). The Objections raised by Lender in the Objection and at the Hearing have been resolved by the terms of the Amended Plan and this Order. To the extent any Objection by the Lender is not resolved by the Amended Plan or this Order, such Objection is overruled. Further, any other objections to Confirmation not withdrawn or otherwise addressed in this Order are expressly overruled. On the Effective Date, the Debtor is authorized to consummate the loan transaction with Cirrus REP Funding, LLC or its affiliate or assignee as set forth in the Plan (the "Exit Facility"), and to enter into the Exit Facility loan agreement, and all other documents, certificates, assignments, instruments, notes, agreements, guaranties, and collateral documents contemplated thereby (collectively, the "Exit Facility Documents") without further notice, act, or action or order of the Bankruptcy Court and without regard to any applicable law, regulation, order, rule, or need for any vote, consent, authorization, or approval of any Person or Persons, and such documents shall become effective in accordance with their terms. The Exit Facility Documents were negotiated in good faith and at arm's length. On the Effective Date, the Exit Facility Documents shall become effective, binding, and enforceable upon the Debtor in accordance with their respective terms and conditions. The Lender, New Lender and Debtor agree that the Lender Release Documents will be held by the Closing Agent subject to the Closing Agent's standard form of escrow agreement, subject to the Lender, New Lender and Debtor's approval of the form. A copy of the Plan Confirmation Order dated Dec. 6, 2021, is available at https://bit.ly/3rSzAoF from PacerMonitor.com at no charge. Counsel for the Debtor: Linda Worton Jackson Linsey Marie Lovell PARDO JACKSON GAINSBURG, PL 200 Southeast 1st Street, Suite 700 Miami, Florida 33131 Telephone: (305) 358-1 OOI Facsimile: (305) 358-2001 Email: LJackson@pardojackson.com LLovell@pardoiackson.com About 340 Biscayne Owner 340 Biscayne Owner LLC is part of the hotels & motels industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-17203) on July 26, 2021. In the petition signed by Cristiane Bomeny, manager, the Debtor disclosed up to $500 million in assets and up to $50 million in liabilities. Judge Laurel M. Isicoff oversees the case. Linda Jackson, Esq., at Pardo Jackson Gainsburg, PL is the Debtor's Counsel. ADVANCE TRANSPORTATION: Taps E.P. Bud Kirk as Legal Counsel ----------------------------------------------------------- Advance Transportation Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of E.P. Bud Kirk to serve as legal counsel in its Chapter 11 case. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties and the continued operation of its business and management of its properties; b. reviewing various contracts entered by the Debtor and determining which contracts should be rejected and assumed; c. representing the Debtor in the collection of its accounts receivable, if needed; d. preparing bankruptcy schedules, statements of financial affairs, reports and legal documents required for reorganization; e. assisting the Debtor in the formulation and negotiation of a Chapter 11 plan with its creditors; f. examining all tax claims filed against the Debtor, contesting any excessive amounts claimed therein, and structuring a payment of the allowed taxes which conforms to the Bankruptcy Code and Rules; and g. performing all other necessary legal services for the Debtor. The firm's hourly rates are as follows: E.P. Bud Kirk (Attorney) $300 per hour Kathryn A. McMillan (Paralegal) $125 per hour Alexandra Escobedo (Paralegal) $90 per hour A retainer of $5,000 was paid to E.P. Bud Kirk upon the filing of its bankruptcy proceedings. E.P. Bud Kirk, Esq., a partner at the Law Office of E.P. Bud Kirk, 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. E.P. Bud Kirk can be reached at: E.P. Bud Kirk, Esq. Law Office of E.P. Bud Kirk 600 Sunland Park Drive, Suite 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 Email: budkirk@aol.com About Advance Transportation Services Advance Transportation Services, Inc. filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 21-30906) on Nov. 30, 2021, listing up to $500,000 in assets and up to $1 million in liabilities. Judge H. Christopher Mott presides over the case. The Law Office of E.P. Bud Kirk represents the Debtor as legal counsel. AESTHETIC FAMILY: Trustee Taps Hansen & Cogar as Accountant ----------------------------------------------------------- Geoffrey Groshong, the Subchapter V trustee appointed in Aesthetic Family Dentistry, LLC's Chapter 11 case, received approval from the U.S. Bankruptcy Court for the District of Alaska to retain Hansen & Cogar, PLLC as his accountant. The firm's services include: 1) examining the Debtor's accounting practices and suggesting improvements, and 2) identifying and analyzing the following categories of transfers by the Debtor to or for the benefit of Dr. Scott Methven: -- pre-bankruptcy fraudulent conveyances made within four years before the petition date; -- preferential transfers under Section 547(b) of the Bankruptcy Code, including Section 546(b)(4)(A) and (B); and -- unauthorized post-petition transfers under Section 549. The rates charged by Hansen & Cogar range from $95 per hour for administrative assistants to $285 per hour for Kent Hansen, a partner at the firm. Mr. Hansen disclosed in a court filing that his firm neither represents nor holds any interest adverse to the Debtor and its estate. The firm can be reached through: Kent Hansen, CPA Staci Cogar, CPA Hansen & Cogar, PLLC P O Box 625 Monroe, WA 98272 Telephone: 360.863.8689 Facsimile: 360.863.9768 Email: kent@qhcpa.com staci@qhcpa.com About Aesthetic Family Dentistry Aesthetic Family Dentistry, LLC -- www.akdental.com -- operates a dental clinic specializing in cosmetic dentistry, general dentistry, invisalign, and emergency dentistry. It is based in Wasilla, Alaska. Aesthetic Family Dentistry filed a Chapter 11 petition (Bankr. D. Alaska Case No. 21-00083) on April 25, 2021, listing as much as $10 million in both assets and liabilities. Scott Allen Methven, managing member, signed the petition. Judge Gary Spraker oversees the case. David H. Bundy, P.C. and Hansen & Cogar, PLLC serve as the Debtor's legal counsel and accountant, respectively. ALIERA COMPANIES: Gets Involuntary Chapter 11 Petition From Members ------------------------------------------------------------------- Alex Wolf of Bloomber Law reports that several members of a health-care cost-sharing service filed an involuntary bankruptcy petition against the Aliera Companies Inc. following court judgments that Aliera sold them faulty, unauthorized health insurance products. The customers who filed the Chapter 11 case won default judgments totaling roughly $25 million. In November 2021, a federal judge in Kentucky presiding over one of the cases said “Aliera misled the class members into entering contracts for a product that was not what it purported to be and did not comply with applicable federal or state law,” according to papers attached to the bankruptcy petition. About Aliera Companies The Aliera Companies Inc. is a provider of innovative solutions, from IT platforms to health care delivery systems located in 990 Hammond Drive, in Atlanta, Georgia. Members of The Aliera Companies filed an involuntary Chapter 11 petition (Bankr. D. Del. Case No. 21- 11548) against Aliera on Dec. 5, 2021. The petition was signed by members Austin Willard, Hanna Albina, Garald and Roslyn Jackon and Dean Mellon. Joseph H. Huston, Jr., Esq., of STEVENS & LEE, P.C., is the petitioners' counsel. AUTO BROKERS: Seeks Interim Cash Collateral Access -------------------------------------------------- Auto Brokers of Jacksonville, LLC and Auto Finance Partners, LLC ask the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, for authority to use cash collateral nunc pro tunc to the petition date on an interim basis and provide adequate protection to Westlake Flooring Company, LLC and Michael Scott Kaufman that may hold a security interest in the cash collateral. The Debtors assert that the motion must be considered on an expedited basis because their business operations and reorganization efforts will suffer immediate and irreparable harm if they are not permitted to use cash collateral. To stay in business and maximize the value of their respective bankruptcy estates, the Debtors must be able to pay employees and other ordinary expenses, which include office expenses, payroll for employees, and trade vendors, which are necessary to their operations. The Debtors request a hearing date on or before December 10, 2021, saying they are in constant need to pay their operating expenses to ensure their respective businesses generate the maximum amount of potential revenue. Prior to the Petition Date, Auto Brokers obtained floorplan financing loan from Westlake which is secured by substantially all of the assets of Auto Brokers, including its accounts and vehicle inventory. Westlake may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on June 22, 2021. The outstanding balance on the Westlake floorplan financing loan is approximately $10,000. Prior to the Petition Date, Auto Brokers and Auto Finance obtained a loan from Kaufman which is secured by substantially all of the assets of the Debtors, including their accounts and vehicle inventory. Kaufman may assert a second priority security interest in the Debtors' cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on December 2, 2021. The outstanding balance on the Kaufman loan is approximately $10,238. The cash collateral the Debtors seek to use is comprised of cash on hand and funds to be received during normal operations which may be encumbered by the liens of Westlake and Kaufman. As of the Petition Date, Auto Broker's cash on hand was approximately $493, and the value of its vehicle inventory was $450,000. As of the Petition Date, Auto Finance's cash on hand was $1,862 and its accounts receivable were approximately $730,493. The Debtors will require the use of approximately $60,020 of Cash Collateral to continue to operate their respective businesses for the next four weeks, and, depending on the month, a greater or lesser amount will be required each comparable period thereafter. The Debtors will use the Cash Collateral to make payroll, pay suppliers and vendors, and pay other ordinary course expenses to maintain its business, which may be subject to the liens of Westlake and Kaufman. As adequate protection for the use of Cash Collateral, the Debtors propose to grant the Secured Creditors a replacement lien on their post-petition Cash Collateral to the same extent, priority and validity as its pre-petition lien, to the extent their use of Cash Collateral results in a decrease in the value of the Secured Creditors' interest in the Cash Collateral. As demonstrated by the Budget, the Debtors will continue to operate on a positive cash flow basis during the interim four-week period. As such, all interests on Cash Collateral are adequately protected by replacement liens and the proposed adequate protection is fair and reasonable and sufficient to satisfy any diminution in value of the Secured Creditors' prepetition collateral. The Debtors would also note that the Secured Creditors are oversecured and adequately protected by virtue of the substantial equity cushion in the Debtors' assets. A copy of the motion and the Debtor's budget is available at https://bit.ly/3ydpkZe from PacerMonitor.com. The Debtors project $60,020 in total expenses for December 6 to December 27, 2021. Auto Brokers of Jacksonville, LLC Auto Brokers of Jacksonville, LLC owns and operates a used car dealership and service shop in Duval County, Florida, offering a wide variety of well-maintained vehicles for all types of ca r buyers and budgets. Auto Brokers currently maintains an inventory of approximately 50 used vehicles which are marketed for sale at its dealership location on a high traffic thoroughfare in Jacksonville, Florida, and online at www.autobrokersjax.com. Auto Finance serves as the finance and leasing branch of Auto Brokers' operation. To the extent car buyers require lease terms or financing for the purchase of a vehicle from Auto Brokers, such options are offered through Auto Finance and the revenues collected by Auto Finance are used to support the Debtors' collective operation. Auto Brokers of Jacksonville sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:21-bk-02814) on December 3, 2021. In the petition signed by Evan D. Kaufman, sole manager and majority member, the Debtor disclosed up to $1 million in both assets and liabilities. Auto Finance sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:21-bk-02815) on December 3, 2021. In the petition signed by Evan D. Kaufman, sole manager and majority member, the Debtor disclosed up to $1 million in both assets and liabilities. The cases are jointly administered. Auto Brokers is the lead case. Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP is the Debtor's counsel. AVISON YOUNG: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings revised the outlook on Avison Young (Canada) Inc. to stable from negative. S&P affirmed its ratings at 'B-'. At the same time, S&P affirmed its 'B-' rating on the senior secured term loan due 2026. The '3' (50%) recovery rating indicates our expectation of a meaningful recovery in an event of default. The outlook revision follows improved EBITDA coverage of cash interest as operating performance has rebounded due to favorable macroeconomic conditions. For the rolling 12 months (RTM) ended Sept. 30, 2021, Avison Young'' EBITDA coverage of cash interest improved to about 1.0x (0.4x including payment-in-kind [PIK] interest) from 0.1x at year-end 2020. For RTM September 2021, Avison Young's cash interest was C$37.3 million (C$91.5 million including PIK) versus C$39 million cash interest (C$86.4 million at year-end 2020). For RTM ended Sept. 30, 2021, Avison Young's adjusted EBITDA improved to C$36.6 million versus C$5.1 million at year-end 2020 and C$32.1 million in September 2020. S&P said, "We expect full-year 2021 EBITDA to increase as the weak fourth-quarter 2020 EBITDA rolls off. Unlike lender-adjusted EBITDA, S&P Global Ratings' adjusted EBITDA does not give credit for lost brokerage revenues, cost savings, growth investments, IT system enhancements, and the amortization of the company's deferred recruiting expenses. In our view, the majority of the company's adjusted EBITDA comes from numerous add-backs, which we view as lower quality compared with core earnings." S&P said, "Our base-case expectation is that the company's operating performance will continue to recover as macroeconomic conditions improve. Despite favorable macroeconomic trends, we remain cautious about uncertainty in commercial real estate services as companies delay going back to offices because of a resurgence of COVID-19 and look to transition to a hybrid workplace, which could lead to lower transactions." The stable outlook over the next 12 months reflects S&P Global Ratings' expectation of EBITDA cash interest coverage between 1.0x-2.0x. The outlook also considers Avison Young's nominal market position, adequate liquidity, and leverage covenant cushion. Downside scenario S&P could lower the rating over the next 12 months if EBITDA cash interest coverage declines below 1.0x, if liquidity deteriorates, or if the company's covenant cushion becomes very tight and it is less confident that it will be able to obtain a waiver. Upside scenario Over the longer term, S&P could raise the ratings if the company reports operating profitability on a sustained basis, leverage declines well below 5.0x, and EBITDA cash interest coverage remains between 2.0x-3.0x. Key analytical factors -- S&P assumes substantial erosion in the company's market position, loss of clients, and a contraction in capital market activity leading to a default occurring in 2022. -- S&P assumes Avison Young would reorganize in the event of a default. We therefore have valued the company as a going concern, using a 6.0x EBITDA multiple at emergence. Simulated default assumptions -- S&P assumes C$53 million EBITDA at emergence. -- The US$60 million revolver (C$76 million based on exchange rate of 1.28) is 60% drawn. -- EBITDA multiple of 6.0x upon reorganization. Simplified waterfall -- Net enterprise value after 5% administrative expenses: C$302 million -- Priority claims: C$47 million -- Collateral value available to secured creditors after priority claims on revolver: C$254 million -- Total senior secured term loan: C$482 million --Recovery expectation: 50% (3) Note: All debt amounts include six months of prepetition interest. BERLIN PACKAGING: Moody's Affirms B3 CFR & Ups 1st Lien Debt to B2 ------------------------------------------------------------------ Moody's Investors Service upgraded the ratings on Berlin Packaging LLC 's senior secured 1st lien credit facilities to B2 from B3. Moody's also affirmed Berlin's B3 Corporate Family Rating and B3-PD Probability of Default Rating. The outlook is stable. The upgrade to the senior secured 1st lien credit facilities results from a material increase of junior debt in the company's capital structure, which will absorb a higher level of losses in a recovery scenario. Berlin recently entered into an agreement with Oak Hill Capital Partners and Canada Pension Plan Investment Board to recapitalize the company's balance sheet. To partially fund the recapitalization transaction, Berlin will issue $580 million in senior secured 2nd lien debt maturing in December 2029 (unrated). Concurrently with the recapitalization, Berlin is also proposing to raise $160 million in incremental senior secured 1st lien term loam maturing in 2028. The terms and conditions of the proposed $160 million incremental facility are expected to be similar to the existing term loans. The proceeds from the proposed incremental facility will be used to fund pending acquisitions. Pro forma for (i) the proposed $160 million incremental senior secured 1st lien term loan, (ii) the $580 million senior secured 2nd lien term loan maturing in December 2029, (iii) pending acquisitions and (iv) the recapitalization agreement, Moody's expect Berlin's total debt-to-EBITDA (inclusive of Moody's adjustments) to be 7.4x at year end 2021 and 7.0x at year end 2022. "Although we project Berlin will generate free cash flow and reduce debt over time, we believe the recapitalization which increased debt materially will limit the company's financial and strategic flexibility in the short to medium term," said Emile El Nems, VP -- Senior Credit Officer at Moody's. The following rating actions were taken: Upgrades: Issuer: Berlin Packaging LLC Senior Secured 1st Lien Term Loan B4, Upgraded to B2 (LGD3) from B3 (LGD4) Senior Secured 1st Lien Revolving Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD4) Senior Secured 1st Lien Term Loan B5, Upgraded to B2 (LGD3) from B3 (LGD4) Affirmations: Issuer: Berlin Packaging LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Outlook Actions: Issuer: Berlin Packaging LLC Outlook, Remains Stable RATINGS RATIONALE Berlin's B3 credit rating is constrained by the company's high leverage and aggressive financial policies, including debt financed acquisitions and dividends. Berlin also has a high percentage of business that lacks long-term contracts thereby lowering switching costs for customers. At the same time, the rating reflects the company's geographic diversity, stable end markets, which include food, beverage and health care, and broad customer base. In addition, the credit rating is supported by the company's low capital spending requirements and predictable free cash flow. The stable outlook reflects Moody's expectations that the management team of Berlin will successfully integrate the recently completed and pending acquisitions, grow revenue organically, improve profitability, and generate free cash flow that can be used to reduce leverage. Moody's expects Berlin to maintain good liquidity over the next 12-18 months. Pro forma for the proposed refinancing, Berlin's liquidity position is supported by around $58 million of cash, a $125 million revolving credit facility, which Moody's expects to remain undrawn, $200 million delayed draw senior secured 2nd lien term loan, and Moody's expectation that the company will generate more than $60 million in free cash flow in 2021. The revolving credit facility, which expires in August 2026, is governed by a springing first lien net leverage ratio of 8.5x that triggers if borrowings exceed 35.0% of the total revolver amount. The proposed add-on term loan is expected to contain covenant flexibility including an ability to incur incremental indebtedness up to either $165m prior to a Permitted Change of Control, or 100% of EBITDA thereafter (less any amounts previously incurred under the 1st lien or 2nd lien incremental starter baskets), plus for pari passu 1st lien secured debt in additional amounts so long as pro forma 1st lien net leverage does not exceed 5.50x; and for junior secured debt additional amounts up to: (i) 7.25x secured net leverage ratio (prior to a Permitted Change of Control); or (ii) the lesser of 7.75x and the pro forma secured net leverage at the time the Permitted Change of Control is consummated. Lastly, the covenant which permits the ability to have a portable capital structure, will expire once the recapitalization is complete. In addition, designations of unrestricted subsidiaries and transfer of assets to unrestricted subsidiaries are permitted, subject to carve-outs. Certain provisions limit designation of unrestricted subsidiaries, but there are no "blocker" provisions preventing the transfer of assets to such subsidiaries once designated. Only wholly-owned subsidiaries are required to be subsidiary guarantors; partial dividends of ownership interest could jeopardize guarantees, subject to limitations on the release of the guarantee of a guarantor that ceases to be wholly-owned, unless no event of default exists and the borrower is deemed to have made an investment in such subsidiary and such investment is otherwise permitted under the investment covenant. There are no step-downs to the asset sale prepayment requirement, subject to reinvestment rights. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating could be downgraded if adjusted debt-to-EBITDA is sustained above 6.5x; EBITDA-to-interest expense is below 2.0x; or free cash flow-to-debt is below 1.0%. The rating could be upgraded if adjusted debt-to-EBITDA is below 5.5x; EBITDA-to-interest expense exceeds 3.0x; and free cash flow-to-debt is over 4.5%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. Based in Chicago, Illinois, Berlin Packaging LLC is a distributor of rigid packaging primarily for food, beverage, household, personal care, and health care end markets. Berlin's largest shareholders are Oak Hill Capital Partners and affiliates, with a minority interest by the Canada Pension Plan Investment Board. BG PETROLEUM: Court to Dismiss Suit vs Bank ------------------------------------------- The United States Bankruptcy Court for the Western District of Pennsylvania issued a memorandum opinion dated December 2, 2021, holding that it will issue an Order dismissing The Estate of BG Petroleum, LLC's Fourth Amended Adversary Complaint as to Defendant, Community State Bank of Orbisonia. The allegations against CSB primarily stem from two refinancing transactions specific to real property located at 720 Lincoln Highway, McConnellsburg, Pennsylvania, and 201 North Jefferson Street, Mount Union, Pennsylvania. At the time of the refinancings, the properties were owned by 720 Lincoln Highway, LLC and 201 Jefferson Street, LLC, respectively. The refinancing transactions were initiated by William Miller, on behalf of 720 Lincoln Highway, LLC and 201 Jefferson Street, LLC, and the cash proceeds of the transactions were later used for the benefit of the "Bedford Defendants." The Plaintiffs allege that the purpose of refinancing was to drain the properties of equity to make them unappealable for judgment execution. Moreover, CSB "conspired with, abetted, acted in concert with, participated in, and aided in the Scheme," or alternatively, that CSB "knew or should have known of the instant Adversary Action" prior to the refinancing transactions. To the extent the Plaintiffs do seek relief under section 549 of the Bankruptcy Code, the Court finds that the Complaint fails to state a claim for relief thereunder. Significantly, the only reference to section 549 is in the Count III section heading and there is no numbered paragraph averring liability under section 549, the Court says. The Plaintiffs also fail to identify the elements required to prove a claim under section 549, the Court adds. Thus, the Plaintiffs do not even provide a "threadbare recital[ ] of the elements" that alone would be insufficient to establish a claim under Section 549. As to factual allegations, there is no averment of fact identifying the "property of the estate" allegedly transferred specific to CSB. Nor is there a factual averment that the alleged transfer was either "authorized only under section 303(f) or 542(c) of [Title 11]" or was not authorized under the Bankruptcy Code or by this Court at all, the Court holds. Thus, the Plaintiffs have failed to state a claim for relief under 11 U.S.C. Section 549, the Court concludes. The adversary proceeding is captioned THE ESTATE OF BG PETROLEUM, LLC BY AND THROUGH THE CHAPTER 7 TRUSTEE, LISA M. SWOPE, and TIMCO, LTD, Plaintiffs, v. COMMUNITY STATE BANK OF ORBISONIA, PHILIPPIANS PLACE, LLC, BWEX16509, LLC, BWWORFORD, LLC, BWSUN16490, LLC, GERALD DEVER, DANIEL & DEWEY, LP, McANENY BROTHERS, INC., and EAST PROVIDENCE TOWNSHIP, Defendants, Adversary No. 19-07014-JAD (Bankr. W.D. Pa.). A full-text copy of the decision is available at https://tinyurl.com/4wwatujx from Leagle.com. About BG Petroleum LLC Nyle and Joan Mellott, Thomas and Ladonna Waters, Clinton D. Simmons, Simmons K. Robert, and Loretta M. Simmons filed an involuntary Chapter 11 petition against Arnold, Maryland-based BG Petroleum, LLC (Bankr. W.D. Pa. Case No. 13-70334) on May 3, 2013. James R. Walsh, Esq., at Spence Custer Saylor Wolfe & Rose served as the Petitioners' counsel. BK AUTUMN 701: Gets Approval to Hire Shiryak Bowman as Counsel -------------------------------------------------------------- BK Autumn 701, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) assisting the Debtor in administering its bankruptcy case; (b) making such motions and court appearances or taking such actions as may be appropriate or necessary under the Bankruptcy Code; (c) taking the necessary steps to marshal and protect the estate's assets; (d) negotiating with the Debtor's creditors in formulating a plan of reorganization. (e) drafting and prosecuting a plan of reorganization; and (f) rendering such additional services as the Debtor may require in its case. The firm's hourly rates are as follows: Attorney $400 per hour Clerks/Paraprofessionals $175 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a flat fee payment of $5,000 for pre-bankruptcy services. Btzalel Hirschhorn, Esq., at Shiryak, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Btzalel Hirschhorn, Esq. Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP 8002 Kew Gardens Rd. Kew Gardens, NY 11415 Telephone: (718) 263-6800 Email: Bhirschhorn@sbagk.com About BK Autumn 701 LLC BK Autumn 701, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42682) on Oct. 21, 2021, listing under $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP and Singer & Falk CPA's serve as the Debtor's legal counsel and accountant, respectively. BK AUTUMN 701: Gets OK to Hire Singer & Falk as Accountant ---------------------------------------------------------- BK Autumn 701, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Singer & Falk CPA's as its accountant. The firm's services include: a. gathering and verifying all pertinent information required to compile and prepare monthly operating reports; b. preparing monthly operating reports for the Debtor; c. preparing any necessary reports pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy Procedure regarding non-debtor businesses; d. preparing budgets and financial disclosures; e. assisting the Debtor in administering its Chapter 11 case; f. rendering such additional services as the Debtor may require in its bankruptcy case. The firm's hourly rates are as follows: Partner $300 per hour Senior Associate $185 per hour Bookkeeper $90 per hour Jesse Singer, a partner at Singer & Falk, disclosed in a court filing that the firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jesse Singer Singer & Falk CPA's 48 S Service Rd Suite 404 Melville, NY 11747 Phone: +1 516-938-1828 Email: Jesse@singerandfalk.com About BK Autumn 701 LLC BK Autumn 701, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42682) on Oct. 21, 2021, listing under $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Btzalel Hirschhorn, Esq., at Shiryak, Bowman, Anderson, Gill & Kadochnikov, LLP and Singer & Falk CPA's serve as the Debtor's legal counsel and accountant, respectively. CALVERT CITY QUARRY: Seeks Cash Collateral Access ------------------------------------------------- Calvert City Quarry, LLC asks the U.S. Bankruptcy Court for the Western District of Kentucky for authority to use cash collateral in accordance with the proposed budget. The Debtor requires the use of cash collateral to fund all necessary operating expenses of the business in the ordinary course. Prior to the date of filing, the Debtor had one secured lender with a lien on cash collateral, accounts receivable, proceeds and all equipment not otherwise subject to a purchase money security interest. The Debtor currently has outstanding with FNB Bank five loans which are cross-collateralized that total approximately $5,311,327. The Debtor has filed this case to restructure its debt and pursue a traditional chapter 11 reorganization plan by paying the liquidation value to its unsecured creditors and to service its debts to FNB Bank and certain equipment lienholders over time through a plan of reorganization. The Debtor primarily generates income from the mining and sale of rock and limestone. At the time of filing, the Debtor had a total balance of approximately $6,750 in its operating account. As adequate protection for the Debtor's cash collateral, the Debtor proposes to continue to make payments to FNB Bank under the same terms and conditions outlined in its promissory notes. The Debtor believes the use of cash collateral is fair and reasonable and adequately protects the secured creditor in the case. The Debtor contends the combination of: (i) the Debtor's ability to preserve the going concern value of the business with the use of cash collateral; and (ii) providing the Secured Lender with the other protections, adequately protects its alleged secured position under section 361(2) and (3). A copy of the motion is available at https://bit.ly/31vkHhj from PacerMonitor.com. About Calvert City Quarry LLC Calvert City Quarry, LLC is a Kentucky-based company primarily engaged in developing mine site, mining or quarrying crushed and broken limestone. Calvert City Quarry filed a petition for Chapter 11 protection (Bankr. E.D. Ky. Case No. 21-50418) on Oct. 27, 2021, listing $3,474,540 in assets and $15,376,242 in liabilities. James C. Bailey, managing member, signed the petition. Todd A. Farmer, Esq., at Farmer & Wright, PLLC is the Debtor's legal counsel. CAMDEN DIOCESE: Claimants Seek Additional $63 Million From Funds ---------------------------------------------------------------- Jeannie O'Sullivan of Law360 reports that the clergy abuse claimants have asked a New Jersey bankruptcy court to free up $63 million in Diocese of Camden funds to bolster their compensation and also accused the Catholic diocese of resorting to "mud-slinging" to avoid justifying its bid to shield the assets. Among a flurry of filings made Friday, December 3, 2021, by the Official Committee of Tort Claimant Creditors was an adversary proceeding seeking a court order that various diocese assets -- including donations, cash in the diocese's PNC Bank account and diocese investments -- are unrestricted. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. In the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC, as its bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. CELESTICA INC: Moody's Rates New $365MM Secured Term Loan A 'Ba1' ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 rating to Celestica Inc.'s $365 million senior secured term loan A and new $600 million senior secured revolving credit facility, both of which mature in 2026 depending on certain conditions. All of Celestica's other ratings, including its Ba2 corporate family rating, remain unchanged. The proceeds from the first lien term loan A were used to repay a $145 million tranche of the company's term loan B, with the remaining amount of the issuance being used pay down the $215 million Celestica drawn on its revolving credit facility that was used to partially finance the $300 million acquisition of Singapore based PCI Private Limited (PCI) that closed on November 1, 2021. The company also upsized its revolving credit facility to $600 million from $450 million. Assignments: Issuer: Celestica Inc. Senior Secured 1st Lien Term Loan A, Assigned Ba1 (LGD3) Senior Secured 1st Lien Multi Currency Revolving Credit Facility, Assigned Ba1 (LGD3) RATINGS RATIONALE Celestica's credit profile benefits from: 1) Moody's expectation that EBITDA growth and debt repayment will lead to leverage declining to around 2.6x in 2022 after rising to around 2.9x in 2021 as a result of the PCI acquisition; 2) very good liquidity supported by good free cash flow generation; and 3) Moody's expectation that margins will continue to improve as the company focuses growing higher margin aspects of its business like its advanced technology solutions (ATS) segment and its HPS (hardware platform solutions) in its connectivity and cloud solutions business. The company is constrained by: 1) its small, albeit growing, scale within the electronics manufacturing sector (EMS); 2) thin EBITDA margins which are typical in the highly competitive EMS industry and limit the company's ability to absorb earnings volatility; and 3) potential for supply chain disruptions to constrain growth over the next 12-18 months. Celestica has very good liquidity (SGL-1). The company has sources of cash of around $1 billion over the next four quarters compared to uses of around $100 million. Sources include around $120 million in free cash over the next four quarters, around $350 million in balance sheet cash at the close of the PCI acquisition and near full availability under the company's $600 million revolving credit facility that is committed until 2026 depending on certain conditions. Uses are comprised of the $91.5 million under its $300 million accounts receivable securitization facility as of September 30, 2021, as well as around $18 million in mandatory amortization of the company's first lien term loans. Since the facility is not committed, we assume that the $91.5 million balance outstanding is due within Moody's forward four quarter window. Moody's expect the company to be within compliance of its two financial covenants (4x total leverage and 3.25x interest coverage), and if they were to be tested Moody's expects the company would be compliant. Celestica's first lien credit facilities are rated Ba1, one notch above the CFR. The company's instrument-level ratings are one notch above the Ba2 CFR because of the comprehensive security package which provides first access to realization proceeds as well as a result of the cushion provided by the relatively large amount of payables that Moody's treat as an unsecured liability in the company's capital structure. If the level of payables were to decline over time relative to the amount of first lien debt in Celestica's capital structure, it would reduce the cushion for loss absorption to the first lien instruments putting downward pressure on its senior secured instrument rating. The stable outlook is based on Moody's expectation that Celestica's leverage will decline in 2022 and the company will maintain very good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Celestica's rating could be upgraded if it demonstrated a material increase in scale while maintaining solid operating performance and very good liquidity, and if it sustained debt/EBITDA (including Moody's standard adjustments) below 2x (2.3x for LTM June/21). The ratings could be downgraded if the company's liquidity profile declined materially, if it sustained adjusted debt/EBITDA above 3x (2.3x for LTM June/21), or if the company demonstrated a shift towards more aggressive financial policies. Celestica Inc. is a publicly traded electronics manufacturing services (EMS) company headquartered in Toronto, Ontario, with manufacturing facilities in Europe, North America and Asia. The company provides a full range of solutions to original equipment manufacturers and has two operating segments; Advanced Technologies Solutions (ATS) and Connectivity & Cloud Solutions (CCS). The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. CHARLESTON ORTHODONTIC: TIAA Commercial Says Plan Not Feasible -------------------------------------------------------------- TIAA Commercial Finance, Inc., a creditor and party-in interest, object to confirmation of Plan of Reorganization of Debtor Charleston Orthodontic Specialists, LLC. TIAA is a secured creditor of the Debtor's affiliate, Palm Beach Gardens Ortho Location, LLC. The Debtor and the Debtor's individual principal, Nicholas Savastano, are guarantors of Palm Beach Ortho's debt to TIAA. TIAA points out that the Plan fails to describe TIAA's claim accurately as the Plan states that TIAA is an unsecured creditor of the Debtor with a claim in the amount of $375,850.00. Presumably, the Debtor is using TIAA's proof of claim amount, which is $375,850.46, as the basis for TIAA's claim in the Plan. This is wrong and misapprehends the nature of TIAA's claim. TIAA objects to the Plan to the extent the Plan intends to release Palm Beach Ortho and Nicholas Savastano from any claims of TIAA. The Plan does not contain the requisite provisions under the Federal Rules of Bankruptcy Procedure to alert creditors to a third-party release and, even if it did, the Debtor has not met its burden to justify a third-party release. TIAA asserts that the Plan is certainly not feasible if the Plan does not enjoin TIAA's claims against Palm Beach Ortho. If TIAA prosecutes its pending action against Palm Beach Ortho by repossessing its equipment and other collateral, Palm Beach Ortho will likely cease operations or be materially impaired in its operations. Consequently, Palm Beach Ortho would not be generating the cash that apparently is being upstreamed to the Debtor to pay the Plan obligations. TIAA submits this outcome would in and of itself fatally affect the feasibility of the Plan. TIAA further asserts that the Plan is patently unfair to the extent the Plan intends to enjoin TIAA from pursuing TIAA's claims against Palm Beach Ortho and Nicholas Savastano. TIAA is not being provided the full, current amount of its claim while being deprived of its personal property collateral. But, to the extent the Plan does not enjoin TIAA from pursuing its claims against Palm Beach Ortho and Nicholas Savastano, and recovering its equipment and other collateral the Debtor does not have the ability to meet its Plan obligations and the Plan will not succeed. TIAA claims that the Plan appears to violate the absolute priority rule codified in section 1129(b) of the Bankruptcy Code. While TIAA will not be paid in full its true claim, the Debtor's principal appears to retain his complete equity interest in the Debtor without having the value of that equity tested in the market or otherwise complying with any applicable exception that may exist to the absolute priority rule. A full-text copy of TIAA's objection dated Dec. 03, 2021, is available at https://bit.ly/31sP2Nv from PacerMonitor.com at no charge. TIAA is represented by: WHELEHAN LAW FIRM, LLC Rory D. Whelehan North Carolina State Bar No. 16882 South Carolina Bar No. 012915 Federal I.D. No. 7657 200 North Main Street, Suite 301-D Greenville, South Carolina 29601 Tel: (864) 908-3917 Cell: (864) 414-5216 E-mail: rwhelehan@whelehanlaw.com About Charleston Orthodontic Specialists Charleston Orthodontic Specialists, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 21-00827) on March 24, 2021. At the time of the filing, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge John E. Waites presides over the case. Ivan N. Nossokoff, Esq., at Ivan N. Nossokoff, LLC, represents the Debtor as legal counsel. Creditor, AKF Inc., d/b/a FundKite is represented by Johnson Law Firm, P.A. and Kaminski Law PLLC. Pinnacle Bank, also a creditor, is represented by Parker Poe Adams & Bernstein LLP. COOKE OMEGA: S&P Downgrades ICR to 'B', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Saint John, N.B-based Cooke Omega Investments Inc. to' B' from 'B+' to reflect weak consolidated leverage and upcoming maturities in the group. S&P Global Ratings also lowered its rating on Cooke Omega's senior secured notes to 'B' from 'B+' The '3' recovery rating on the notes is unchanged, reflecting meaningful (50%-70%; rounded estimate: 55%) recovery in default. At the same time, S&P Global Ratings removed all ratings on Cooke Omega from CreditWatch, where they had been placed with negative implications on Dec. 15, 2020. The negative outlook on the company reflects the significant refinancing risks at the parent level. Cooke Omega's parent Cooke Aquaculture Inc.'s (CAI) performance was primarily affected by food-services closures through the COVID-19 pandemic. As a result, consolidated group leverage (full consolidation of CAI and Cooke Omega) weakened materially to more than 6x at year-end 2020 and likely to remain around 5x over the next year (both figures on an S&P Global Ratings' adjusted basis). The downgrade reflects weak operating performance and significant debt refinancing risk at the parent level. CAI is an integrated aquaculture operator involved in the raising, harvesting, processing, and selling of various fish species and related products. The company's operating performance was severely affected in 2020 due to COVID-19 pandemic-led closures in food services. The company derives meaningful portion of its revenues from the food service segment, which was severely pressured in 2020 and early 2021 because of pandemic-induced shutdowns, resulting in declines in revenues and EBITDA in 2020. As a result, consolidated group debt to EBITDA on S&P Global Ratings' adjusted basis weakened to over 6x for year-end 2020. However, since the reopening of restaurants and the food-service sector, CAI's revenues have recovered meaningfully for the year-to-date period ended Sept. 30, 2021, compared with the same period last year. S&P said, "Even though credit measures have improved, we still expect that the group's leverage will remain in the 5x area through 2022. Therefore, we assess the group's financial risk profile as highly leveraged and view that the overall group credit profile (GCP) has weakened compared with our historical assessment." S&P said, "In addition, we foresee meaningful refinancing risks as debt at parent CAI matures in April 2022 and Cooke Omega's senior secured notes mature in December 2022, which exacerbates credit risk, in our view. CAI's syndicated revolving credit facility and bank term loan mature in April 2022. The presence of a sizable debt maturity in CAI's capital structure in the near term poses significant refinancing risk. Furthermore, given the group's modest internal cash flow-generating capability, we expect that such heavy debt maturities could lead to a meaningful liquidity shortfall, in the absence of refinancing. Nevertheless, management has been able to extend debt maturities and we view that, in the absence of any refinancing, management will be able to extend the debt maturities as it has done historically. "We are equalizing the rating on Cooke Omega with that on the group. We assess the consolidated group credit profile (GCP), which includes Cooke Omega and CAI, at 'b'. Although Cooke Omega represents only a quarter of the group earnings, its operations benefit from support from the group, which is larger and has a more geographically diverse business. Cooke Omega produces fish meal, which is an integral ingredient of the feedstock that is part of CAI's aquaculture operations. Also, historically CAI provided operational and strategic support to Cooke Omega during periods of weaker cash flow. As a result of our view of enhanced support, we are revising our assessment on Cooke Omega to strategically important to the group from moderately strategic. As per our group rating methodology, the issuer credit rating on Cooke Omega is equalized with that of our stand-alone credit profile and GCP on the company at 'b'." The negative outlook on Cooke Omega reflects the significant refinancing risks at CAI. Even though management has historically demonstrated its ability to address near-term maturities, difficulty in accessing capital markets or extending the maturities could affect liquidity. Nevertheless, S&P still expects the recovery in CAI's operating performance to lead to improved leverage in the 5x area through 2022. S&P said, "We could further lower the ratings on Cooke Omega, if management fails to address both CAI's and Cooke Omega's near-term debt maturities within the next couple months. "We could also lower the ratings in the next 12 months if debt to EBITDA were to be sustained above 7x or EBITDA-to-interest coverage weakened below 2x on an S&P Global Ratings' adjusted basis due to weak operating performance, either because of weather or global price declines, with no clear path of deleveraging." Consideration of a stable outlook is contingent on management's success in addressing CAI's debt maturities while sustaining Cooke Omega's debt-to-EBITDA ratio in the 5.0x-5.5x area at Cooke Omega and the group (CAI and Cooke-Omega consolidated). CORTLAND ENERGY: Seeks Cash Collateral Access --------------------------------------------- Cortland Energy, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, for authority to use cash collateral and provide adequate protection. CEL's financial difficulties began in 2020 due to its purity product supplier, Woomera Energy, not providing a product that met market specifications. The COVID-19 global pandemic also caused CEL financial difficulties due to the rise in transportations cost, and the shortage of Truck Drivers. On December 1, 2017, CEL entered into a promissory note in the original amount of $700,000 with one of its members, Pearl Switch, LLC, and while CEL had made timely payments, CEL defaulted on its obligations under the Pearl Loan as a result of Woomera not supplying CEL with products that met market standards along with COVID-19. Woomera and Pearl Switch is owned/controlled by Clarence LeRoy Melcher III, who was the bookkeeper for CEL and who has previously represented Huan Nguyen and Stephen Murphy in their individual capacities and represented CEL in several matters. CEL also entered into several financing agreements with other members of CEL from 2017 through 2019 and defaulted under those agreements as a result of the financial pressures caused by Woomera and COVID-19. To the best of CEL's knowledge, the only creditor asserting an interest in the cash and receivables of CEL is Pearl Switch, LLC based on the UCC-1 Financing Statement filed with the Texas Secretary of State on January 8, 2018 indicating a purported interest in all inventory, equipment, accounts, and chattel paper, among other assets. The Debtor seeks permission to use the cash collateral of Pearl Switch as working capital in the operation of its business for the purposes specified in, and at least for the period defined in the budget. As adequate protection for the diminution in value of cash collateral, CEL will (i) provide monthly adequate protection payments as provided in the Budget, (ii) maintain the value of its business as a going-concern, (iii) provide replacement liens upon now owned and after-acquired cash to the extent any diminution in value of cash collateral, and (iv) provide superpriority administrative claims to the extent any diminution of value of cash collateral. A copy of the motion is available at https://bit.ly/3InIKPA from PacerMonitor.com. About Cortland Energy, LLC Cortland Energy, LLC is an LPG blending and packaging company that blends high purity propane, butane, and isobutane then packages the LPG into cylinders at its facility located in El Campo, Texas and distributes its products to its regional distributors and direct customers. The Debtor prides itself on providing the cleanest LPG to its customers. The Debtor sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 21-60098) on December 1, 2021. In the petition signed by Stephen Murphy, managing member, the Debtor disclosed up to $10 million in assets and liabilities. Susan Tran Adams, Esq., at Tran Singh, LLP is the Debtor's counsel. DESAI HOLDINGS: Gets Interim OK to Hire Sternberg as Legal Counsel ------------------------------------------------------------------ Desai Holdings, LLC received interim approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Sternberg, Nacarri & White, LLC to serve as legal counsel in its Chapter 11 case. Sternberg received in trust a retainer in the amount of $26,717. For services rendered after the petition date, the firm has agreed to an hourly rate of $350. Ryan Richmond, Esq., a partner at Sternberg, disclosed in a court filing that his firm neither holds nor represents an interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Ryan J. Richmond, Esq. Sternberg, Naccari & White, LLC Baton Rouge, LA 70801-1703 Tel: (225) 412-3667 Email: ryan@snw.law About Desai Holdings LLC Desai Holdings, LLC, a Metairie, La.-based company in the traveler accommodation industry, filed its voluntary petition for Chapter 11 protection (Bankr. E.D. La. Case No. 21-11388) on Nov. 30, 2021. Nipun Desai, Desai Holdings' manager, signed the petition. At the time of the filing, the Debtor listed as much as $10 million in both assets and liabilities. Judge Meredith S. Grabill presides over the case. Ryan J. Richmond, Esq., at Sternberg, Naccari & White, LLC represents the Debtor as legal counsel. DYNAMIC ATHLETICS: Taps Attorney Joseph J. D'Agostino as Counsel ---------------------------------------------------------------- Dynamic Athletics S&C Corp seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Attorney Joseph J. D'Agostino, Jr., LLC serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor regarding its rights, duties and powers under the Bankruptcy Code; b. advising and assisting the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; c. reviewing the validity of liens asserted against property of the Debtor; d. advising the Debtor as to actions to collect and recover property for the benefit of its estate; e. preparing legal documents as well as reviewing all financial reports filed in the Debtor's Chapter 11 case; f. advising the Debtor in connection with all aspects of a plan of reorganization and related documents; and g. performing all other necessary legal services for the Debtor. The firm's hourly rates are as follows: Attorneys $350 per hour Support Staffs $150 per hour Attorney Joseph J. D'Agostino will be paid a retainer in the amount of $10,000 and will be reimbursed for out-of-pocket expenses incurred. As disclosed in court filings, Attorney Joseph J. D'Agostino is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph J. D'Agostino, Jr., Esq. Attorney Joseph J. D'Agostino, Jr., LLC 1062 Barnes Road, Suite 304 Wallingford, CT 06492-2576 Tel: (203) 265-5222 Email: joseph@lawjjd.com About Dynamic Athletics S&C Corp Dynamic Athletics S&C Corp sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 17-50360) on Nov. 24, 2021, listing up to $50,000 in assets and up to $500,000 in liabilities. Judge Julie A. Manning presides over the case. Attorney Joseph J. D'Agostino, Jr., LLC serves as the Debtor's legal counsel. ENSONO INC: $75MM Term Loan Add-on No Impact on Moody's B3 CFR -------------------------------------------------------------- Moody's Investors Service said that Ensono, Inc.'s announced add-on to its existing seven-year senior secured first lien term loan has no immediate impact on the company's B3 corporate family rating, B2 first lien credit facility rating, Caa2 second lien term loan rating, or stable outlook. The $75 million term loan will be an add-on to the company's existing $748 million seven-year first lien term loan, which is part of the company's first lien credit facility and includes a $100 million five-year first lien revolver. Net proceeds from the add-on term loan will be used for tuck-in acquisitions highly complementary to the company's business model and growth strategy. Ensono's credit profile reflects its moderate scale, solid growth, elevated leverage, customer concentration and Moody's expectation of modestly positive free cash flow as capital intensity further declines over time and becomes increasingly success-based in nature. These limiting factors are offset by Ensono's stable base of contracted recurring revenue and a solid position within the market for managed mainframe and midrange computer services, largely for Fortune 1000 enterprises with less than $10 billion in annual revenue. The compelling cost reduction benefits to on-premise IT managers from outsourcing mainframe operations will continue to fuel Ensono's steady growth. Ensono's capital intensity will fall over time given its end market focus and systems integrator-like business model. This model benefits from longer contract terms of four-to-seven years versus the three year average terms of retail colocation providers and even shorter terms of managed hosting providers. Moody's believes the company's business model will support steady and increasing positive free cash flow with growing scale. As a scaled hybrid IT managed services provider, Ensono is also targeting growth from traditional hybrid private cloud and asset-light public cloud services end markets. Ensono aims to standardize and highly automate a service delivery model that facilitates true hybrid IT solutions across different applications and infrastructure platforms, including mainframe, private cloud and public cloud utilizing a single interface. Moody's expects Ensono's debt/EBITDA (Moody's adjusted) to be around 6.5x at year-end 2021, trending steadily to 6.0x or lower at year-end 2022. This deleveraging will be driven by revenue growth and margin expansion from scale economies. Moody's expects Ensono to have adequate liquidity over the next 12 months. As of September 30, 2021 Ensono had $43 million of cash on the balance sheet and an undrawn $100 million revolving credit facility. Moody's projects slightly positive free cash flow for 2021 driven by higher debt levels associated with its recent acquisition by private equity firm Kohlberg Kravis Roberts & Co. L.P. and increasing success-based capital spending. The company's revolver, which contains a springing leverage covenant to be tested when the revolver is greater than 40% drawn, has ample headroom. Headquartered in the Chicago area, Ensono is a hybrid IT managed service provider focused on mission critical workloads for enterprise customers. The company supports mainframe, infrastructure, private cloud, and public cloud solutions primarily in the US and Europe, with a differentiated expertise in legacy mainframe systems. FIRSTCASH INC: Moody's Rates New $525MM Sr. Unsecured Notes 'Ba2' ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to FirstCash Inc.'s proposed $525.0 million senior unsecured notes due in January 2030. FirstCash's outlook is stable. Assignments: Issuer: FirstCash Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba2 RATINGS RATIONALE Moody's has rated the proposed senior unsecured notes Ba2 based on FirstCash's Ba2 corporate family rating (CFR), the notes' terms, the strength of the notes' asset coverage, and their seniority in right of payment to all existing and future senior subordinated indebtedness, and equal with all other existing and future senior indebtedness, including FirstCash's revolving senior unsecured credit facility. The key terms of the proposed notes are largely consistent with FirstCash's existing senior unsecured notes. The company has indicated that the proceeds of the notes, along with newly-issued equity, will be used to finance the company's acquisition of lease-to-own and retail finance provider American First Finance, Inc. (AFF), repay in full the outstanding debt under AFF's credit facility, as well as to partially paydown the company's revolving senior unsecured credit facility. FirstCash expects to complete the acquisition of AFF in the fourth quarter of 2021 or early first quarter 2022, subject to receipt of regulatory and antitrust approvals. FirstCash's Ba2 CFR reflects the company's status as a significant operator in the highly fragmented pawn industry in the US and Mexico , as well as its consistently strong profitability driven by the strong financial performance of its pawn lending and retail merchandise business. The Ba2 CFR also reflects Moody's assessment that the company's capitalization, as measured by tangible common equity to tangible managed assets (TCE/TMA), will meaningfully deteriorate as result of its acquisition of AFF, stemming from the substantial amount of goodwill and other intangible assets the transaction will generate, and weaken this key ratio. Finally, the CFR reflects the uncertain credit negative implications of the Consumer Financial Protection Bureau's lawsuit against FirstCash, relating to alleged violations of the Military Lending Act. FirstCash's stable outlook reflects Moody's expectation that its historically strong profitability will persist and it will gradually increase its capital levels and decrease leverage, without a material weakening of its liquidity profile over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's said the ratings could be upgraded if FirstCash successfully integrates AFF and the business combination achieves and maintains capitalization, as measured by TCE/TMA of 18% or higher, without a material weakening of its profitability or liquidity. Failure to close the AFF acquisition could also lead to an upgrade, if FirstCash's capitalization is maintained at its existing level. Moody's said FirstCash's ratings could be downgraded if the company's financial performance materially deteriorates; for example, if profitability weakens whereby net income to average assets remains below 4% for an extended period of time, or if the company's liquidity position materially weakens. The ratings also could be downgraded in the event that regulatory action or litigation materially restricts the company's financial profile or business activities, or harms its franchise and reputation. The principal methodology used in this rating was Finance Companies Methodology published in November 2019. FIRSTCASH INC: S&P Rates New $525MM Senior Unsecured Notes 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue rating to FirstCash Inc.'s (BB/Negative/--) proposed $525 million senior unsecured notes due 2030. The recovery rating on the debt is '3', reflecting S&P's expectation for meaningful recovery (50%) in a simulated default scenario. The company expects to use the gross proceeds from the new notes to finance the cash consideration for the proposed acquisition of American First Finance Inc. (AFF), repay the outstanding debt under the AFF credit facility, repay related fees and costs, and repay a portion of the borrowings under its senior unsecured revolving credit facility. FirstCash is also funding part of the acquisition with equity, which S&P views favorably because it mitigates the impact on leverage. S&P said, "Pro forma for the transaction, we expect debt to EBITDA to approach 4x. However, we forecast leverage to decline toward 3.0x over the next 12-18 months through solid revenue growth and stable profitability on a consolidated basis as pawn origination rebounds to pre-pandemic levels and AFF provides additional opportunities for sales." The rating also reflects the company's pro forma narrow product focus, market position in a highly fragmented industry with low barriers to entry, and history of friendly shareholder return policies. The strengths of the business include a stable earnings record, overall lower regulatory and legislative risk compared with consumer lending peers, and limited credit risk based on its short-term secured loan portfolio. On Nov. 12, 2021, the Consumer Financial Protection Bureau (CFPB) filed a lawsuit against FirstCash and its subsidiary, Cash America West Inc. The CFPB alleged that the two companies violated the Military Lending Act (MLA) by charging higher than the allowable 36% annual percentage rate on pawn loans to active-duty service members and their dependents. The CFPB is seeking an injunction, redress for affected borrowers, and a civil money penalty. S&P views this development negatively and it will closely monitor the progress of the lawsuit as the potential reputational and financial impact on the business is currently uncertain. GAMING & LEISURE: S&P Affirms 'BB+' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed all ratings on U.S. gaming real estate investment trust (REIT) Gaming & Leisure Properties Inc. (GLPI), including its 'BB+' issuer credit rating. At the same time, S&P assigned its 'BBB-' issue-level rating and '2' recovery rating to the proposed notes. The stable outlook reflects S&P's expectation for adjusted leverage to remain at or below 5.5x over the long run, given GLPI's relatively stable cash flow base and its current financial policy. The affirmation and stable outlook reflects S&P's expectation for pro forma leverage to be in the mid-5x area despite a modestly leveraging acquisition, which provides some cushion relative to our 6x downgrade threshold. GLPI is acquiring the real estate assets of Live! Casino & hotel Maryland, Live! Casino & Hotel Philadelphia and Live! Casino Pittsburgh for approximately $1.8 billion, including the assumption of $795 million of debt, which GLPI will satisfy and the issuance of $323 million of operating partnership units to Cordish. The acquisition will add $125 million in total rent, representing a combined capitalization rate of 6.9%. To fund the cash consideration for the acquisition (including the satisfaction of assumed debt), the company plans to use a mix of excess cash on the balance sheet (which includes approximately $250 million in equity proceeds raised in the first nine months of 2021), proceeds from the proposed notes issuance, and proceeds from its recently priced common stock offering. Given the purchase price and the funding sources, S&P expects the transaction to be modestly leveraging, but estimate pro forma leverage will be in the mid-5x area. The acquisition of the Cordish properties will provide further revenue visibility, as the leases will have an initial term of 39 years, with a maximum of 60 years inclusive of tenant renewal options and the initial cash rent of $125 million is all fixed and subject to 1.75% fixed yearly rent escalators commencing in year three. S&P said, "We believe maintaining adjusted leverage of about 5x to 5.5x over the long run is aligned with the company's financial policy and provides a good cushion relative to our 6x downgrade threshold. This is supported by a large share of fixed-lease contracts along with a relatively high occupancy rate of 100% across assets, driving stable and visible cash flow. We also believe that in a scenario where GLPI pursues an acquisition at a purchase price multiple of 5.5x or above, as is the case with this acquisition, the company would finance the acquisition through a combination of debt, cash flow, and equity issuance, to maintain adjusted leverage in the mid-5x area or below." GLPI modestly reduces tenant concentration through this acquisition. The acquisition adds a new tenant to GLPI's portfolio, increasing its tenant base to six gaming operators. This will further reduce its tenant concentration with Penn National to about 68% of cash rental income, down from 75%, upon closing of its pending transactions (including the acquisition of the real estate of Bally's casino property in Black Hawk, Colo.;, Rock Island, Ill., and the ground lease associated with the sale of the operations of the Tropicana Las Vegas Hotel and Casino). Inclusive of the previously announced Bally's acquisitions, GLPI will gain an additional $147.5 million of cash rent upon closing, under varying lease terms. Additionally, GLPI completed the acquisition with Bally's of Tropicana Evansville and Dover Downs Hotel & Casino in 2021 for about $490 million which enjoys a lease term of 15 years, followed by four five-year renewal options and will contribute about $40 million of fixed annual rent and is subject to an annual escalator of up to 2%. The strategic partnership with Cordish provides an avenue for GLPI further diversify its asset base and to invest in opportunities outside of gaming. First, GLPI will have the right of first refusal on any real estate transaction, which Cordish pursues related to Kansas City Live! Entertainment District. Second, GLPI will passively invest with Cordish on any new gaming development project equal to 20% of Cordish's portion of equity. Additionally, GLPI and Cordish are in discussions on additional partnerships, particularly as it relates to Cordish's expansion of its food and beverage businesses. S&P said, "Notwithstanding the additional tenant diversity these acquisitions provide, we continue to expect, at least for the next couple of years, the majority of GLPI's cash rental income will continue to come from Penn National. We believe tenant concentration is a risk factor because tenants can take actions that increase their financial risk, which can jeopardize operating performance and stress their ability to maintain good rent coverage. Nevertheless, we expect GLPI will continue to make acquisitions, further reducing its concentration with Penn National." GLPI's good asset quality and barriers to entry partially mitigates its asset-class concentration. S&P views GLPI's portfolio's asset quality favorably because nine of its properties are leaders in their markets and a number of other properties are ranked second in their markets. Asset quality is also supported by limitations on competition in certain markets, given state-licensing restrictions that limit the number of gaming facilities in a jurisdiction. This can help support stability in the EBITDA of the operators and mitigate operators' EBITDA declines in scenarios of declining revenue given less of a need for heightened marketing or promotions. Nevertheless, S&P believes gaming-concentrated REITs face additional occupancy-related risks relative to REITs that operate in more traditional sectors, such as retail, in scenarios where the tenant needs to be replaced. This is due to licensing requirements for gaming operators of the assets. Notwithstanding the headwinds from potential repercussions stemming from the omicron variant on the leisure and entertainment sector, S&P expects there should be minimal impact on GLPI. S&P said, "We believe that should states or gaming regulators enact additional operating restrictions to combat rising coronavirus cases, operators will be better equipped to handle further operational disruption. Although we acknowledge the risk of additional casino closures in some markets, we believe these are more likely to be targeted shutdowns. We expect GLPI would be less directly affected given its master lease agreements with tenants, the diversified portfolios of its largest tenants, and their liquidity positions. Additionally, regional casino operators have reported strong and consistent operating results over the past five quarters, with a considerable improvement in margins because of cost cuts and re-evaluating their cost structures. As a result, we believe that regional casinos are in a much stronger liquidity position compared to last year and it is less likely GLPI would need to renegotiate or defer rent even if restrictions were temporarily reinstated. "The stable outlook reflects our expectation for adjusted leverage to remain at or below 5.5x over the long run, given GLPI's relatively stable cash flow base and its current financial policy, even incorporating a scenario where GLPI initially finances an acquisition at a leverage level modestly higher than its planned 5.5x leverage multiple for acquisitions." S&P could consider lowering the ratings if: -- S&P expected adjusted leverage would be sustained above 6x. Given the cushion we expect compared to this threshold and GLPI's financial policy with respect to leverage, such a deterioration would most likely result from a large acquisition in which GLPI cannot raise sufficient equity to keep it below 6x; -- The credit quality of GLPI's largest tenant deteriorated to the extent that rent coverage was sustained below 1.5x; or -- While less likely given GLPI's tenant's healthy liquidity positions and good recent regional gaming cash flow generation, S&P could revise the outlook to negative or lower ratings if increasing coronavirus cases due to the prevalence of new variants caused additional closures or lockdowns that led GLPI's tenants' liquidity to deteriorate in a manner that increased risks that GLPI would need to renegotiate or defer rents. S&P believes an upgrade is unlikely over the next few years given GLPI's high tenant concentration and financial policy to maintain leverage at about 5x-5.5x. Nevertheless, S&P could consider higher ratings if: -- GLPI significantly increased its tenant diversity; and -- Maintained adjusted leverage below the mid-4x area. HCA WEST: Feb. 10, 2022 Plan Confirmation Hearing Set ----------------------------------------------------- HCA West Inc., and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Central District of California a motion seeking the entry of an order approving the Third Amended Disclosure Statement in Support of Third Amended Joint Chapter 11 Plan of Liquidation. On Dec. 6, 2021, Judge Erithe Smith granted the motion and ordered that: * The Disclosure Statement complies with Section 1125 of the Bankruptcy Code and is hereby approved as containing adequate information. * Jan. 6, 2022, is the date by which Ballots must be received. * Feb. 10, 2022, at 10:30 a.m. is the hearing on confirmation of the Plan. * Jan. 20, 2022, is fixed as the last day on which the Debtors must file and serve a brief in support of the Plan, including a declaration setting forth a tally of the Ballots cast with respect to the Plan. * Jan. 13, 2022, is fixed as the last day to file any objections to the Plan. * Jan. 20, 2022, is fixed as the last day to file any reply to any Confirmation Objection. A copy of the order dated Dec. 06, 2021, is available at https://bit.ly/3GpkZov from PacerMonitor.com at no charge. Counsel to Debtors: John W. Lucas, Esq. Ira D. Kharasch, Esq. Victoria A. Newmark, Esq. Jason H. Rosell, Esq. Pachulski Stang Ziehl & Jones LLP 650 Town Center Drive, Suite 1500 Santa Ana, CA 92626 Telephone: (714) 384-4740 Facsimile: (714) 384-4741 E-mail: ikharasch@pszjlaw.com jlucas@pszjlaw.com vnewmark@pszjlaw.com jrosell@pszjlaw.com About Hytera Communications America HCA West Inc., previously known as Hytera Communications America (West), Inc. -- https://www.hytera.us/ -- is a global company in the two-way radio communications industry. It has 10 international R&D Innovation Centers and more than 90 regional organizations around the world. Forty percent of Hytera employees are engaged in engineering, research, and product design. Hytera has three manufacturing centers in China and Spain. On May 26, 2020, Hytera sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11507). At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $500 million and $1 billion. Judge Erithe A. Smith oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; Steptoe & Johnson, LLP as corporate and special counsel; Imperial Capital, LLC as financial advisor; and David Stapleton of Stapleton Group as a chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 15, 2020. The committee is represented by Levene Neale Bender Yoo & Brill, LLP. HENRY FORD VILLAGE: Liquidating Plan Confirmed by Judge ------------------------------------------------------- Judge Mark A. Randon has entered findings of fact, conclusions of law and an order confirming the Chapter 11 Liquidating Plan of Henry Ford Village, Inc. The Plan has been proposed in good faith and not by any means forbidden by law. In so finding, the Bankruptcy Court has considered the totality of the circumstances of this Chapter 11 Case, and found that all constituencies acted in good faith. The Plan is the result of extensive, good faith, arm's length negotiations among the Debtor and its principal constituencies, including the Official Committee of Unsecured Creditors (the "Committee"). The Bankruptcy Court has examined the totality of the circumstances surrounding the filing of the Chapter 11 Case and the process leading to the formulation of the Plan. The Chapter 11 Case was filed, the Debtor's assets were appropriately marketed and sold, and the Plan was proposed, with the legitimate and good faith purpose of liquidating the Debtor's Estate, maximizing the recovery for the Estate's creditors and effectuating a successful chapter 11 case for the Debtor. Any and all objections to Confirmation of the Plan that have not been resolved, withdrawn, waived, or settled and all reservations of rights included therein, are overruled on the merits and for the reasons set forth on the record at the Confirmation Hearing, and all withdrawn objections are deemed withdrawn with prejudice. The Liquidating Trust Agreement, in substantially the form filed with the Plan, is approved, and all of the Debtor's right, title, and interest in the Liquidating Trust Assets shall be transferred to, and vest in, the Liquidating Trust on the Effective Date. A full-text copy of the Plan Confirmation Order dated Dec. 06, 2021, is available at https://bit.ly/335IynX from Kurtzman Carson Consultants, claims agent. Counsel for Debtor: Sheryl L. Toby, Esq. Jong-Ju Chang, Esq. DYKEMA GOSSETT PLLC 39577 Woodward Avenue, Suite 300 Bloomfield Hills, MI 48304 Tel: (248) 203-0700 Fax: (248) 203-0763 E-mail: SToby@dykema.com JChang@dykema.com About Henry Ford Village Henry Ford Village, Inc., is a non-profit, non-stock corporation established to operate a continuing care retirement community located at 15101 Ford Road, Dearborn, Mich. It provides senior living services comprised of 853 independent living units, 96 assisted living units and 89 skilled nursing beds. Henry Ford Village sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 20-51066) on Oct. 28, 2020. In the petition signed by CRO Chad Shandler, Henry Ford Village was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mark A. Randon is the case judge. The Debtor has tapped Dykema Gossett PLLC as its legal counsel, and FTI Consulting, Inc., as its financial advisor. Kurzman Carson Consultants, LLC, is the claims agent. HH ACQUISITION: Gets Approval to Hire MCA as Financial Advisor -------------------------------------------------------------- HH Acquisition CS, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire MCA Financial Group, Ltd. as its financial advisor. The firm's services include: a. preparing monthly operating reports; b. reviewing pending claims for accuracy, amounts and enforceability; c. reviewing objections to the Chapter 11 plan and advising on potential resolution; d. preparing forensic accounting regarding litigation claims against RHM and its affiliates; and e. any other task involving the Debtor's finances that may be required and related to the Debtor's bankruptcy proceedings. The firm's hourly rates are as follows: Senior Managing Directors $550 per hour Managing Directors $450 per hour Directors $375 per hour Associates $295 per hour Paraprofessional $125 per hour As disclosed in court filings, MCA is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Morrie Aaron MCA Financial Group, Ltd. 4909 N. 44th Street Phoenix, AZ 85018 Phone: (602) 710-2500 About HH Acquisition CS HH Acquisition CS, LLC, a company based in Colorado Springs, Colo., filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-05211) on July 6, 2021, listing as much as $50 million in both assets and liabilities. Ian Clifton, the Debtor's authorized representative, signed the petition. Judge Daniel P. Collins oversees the case. James E. Cross, Esq., at Cross Law Firm, P.L.C. and MCA Financial Group, Ltd. serve as the Debtor's legal counsel and financial advisor, respectively. The Debtor also tapped Hostmark Hospitality Group, LLC to manage its Hyatt House hotel in Colorado Springs, Colo. HOTEL CUPIDO: Jan. 12, 2022 Plan Confirmation Hearing Set --------------------------------------------------------- On Oct. 15, 2021, Debtor Hotel Cupido Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement referring to a Plan. On Dec. 6, 2021, Judge Edward A. Godoy approved the Disclosure Statement and ordered that: * Jan. 12, 2022 at 1:30 PM via Microsoft Teams is the hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan. * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Any objection to confirmation of the plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Objections to claims must be filed prior to the hearing on confirmation. A copy of the order dated Dec. 06, 2021, is available at https://bit.ly/3DCw5F0 from PacerMonitor.com at no charge. About Hotel Cupido Hotel Cupido Inc. is a privately held company that owns and operates hotels and motels. Hotel Cupido sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19 03799) on June 30, 2019. At the time of the filing, the Debtor disclosed $488,176 in assets and $3,213,031 in liabilities. The case is assigned to Judge Edward A. Godoy. The Debtor is represented by Bufete Quinones Vargas & Asoc. HOWARD MIDSTREAM: Moody's Assigns First Time B1 Corp Family Rating ------------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Howard Midstream Energy Partners, LLC (Howard Midstream or HMEP), including a B1 Corporate Family Rating, B1-PD Probability of Default Rating and B3 rating to its proposed $400 million senior unsecured notes due 2027. The rating outlook is stable. Net proceeds from the notes offering will be used to repay a portion of outstanding borrowings under Howard Midstream's revolving credit facility. Howard Midstream is a privately owned midstream energy company. The company was formed in 2011 with primary operations in Texas, Mexico, the Appalachian Basin and the Gulf Coast. "Howard Midstream's ratings reflect the company's modest scale but diversified asset base, connected to attractive demand markets with meaningful contractual arrangements," commented Amol Joshi, Moody's Vice President and Senior Credit Officer. "The proposed notes issuance is opportunistically refinancing existing debt while improving financial flexibility." Assignments: Issuer: Howard Midstream Energy Partners, LLC Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Outlook Actions: Issuer: Howard Midstream Energy Partners, LLC Outlook, Assigned Stable RATINGS RATIONALE Howard Midstream's B1 CFR reflects its diversified asset base and meaningful contracted revenue, with leverage likely improving into 2023 upon completion of its Port Arthur Terminal expansion project. The company has a stated long-term net leverage target of below 4x. Howard Midstream's ratings are tempered by its modest scale and limited track record in its current form, and the inherent risks associated with sizeable excess cash distributions to its private owners. HMEP benefits from meaningful fee-based revenue and contracts underpinned by minimum contracted payments and acreage dedications providing cash flow and volume visibility. The company has a mix of natural gas gathering and processing, liquids transportation and processing, and terminalling, storage and rail assets that connect supply sources to attractive demand markets with a diverse customer base including producers, refiners and power generators. The company has primary operations in several regions, and also has interests in certain joint ventures, including a 50% operating interest in the Nueva Era pipeline connecting to Monterrey, Mexico. Howard Midstream should generate meaningful cash flow to support its significant growth spending in 2022. Howard Midstream should maintain adequate liquidity through 2022. Moody's expects the company to fund its debt service obligations, capital expenditures and equity distributions through cash flow from operations and additional revolver borrowings. Howard Midstream is amending its existing $1 billion revolving credit facility and extending its maturity. At September 30, HMEP had $22 million in cash and $805 million of revolver borrowings. Pro forma for the notes offering and repayment of a portion of outstanding revolver borrowings, the amended revolver will likely have over $400 million of borrowings. The amended revolving credit facility should have financial covenants including maximum Total Leverage Ratio of 5x, maximum Senior Secured Leverage Ratio of 3.75x and minimum Interest Coverage Ratio of 2.5x. Moody's expects HMEP to be in compliance with these covenants through 2022. The proposed senior unsecured notes are rated B3, two notches below the company's B1 CFR, reflecting the priority claim of its large $1 billion secured revolving credit facility. Howard Midstream's stable outlook reflects expected leverage improvement into 2023 upon completion of its Port Arthur Terminal expansion project. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Howard Midstream's ratings could be upgraded if the company has meaningful cash flow growth, its overall counterparty risk profile is supportive, Moody's adjusted leverage proportionately consolidated for its Nueva Era joint venture falls below 4.5x, distribution coverage is sufficient, and liquidity is at least adequate. Howard Midstream's ratings could be downgraded if Moody's adjusted leverage exceeds 5.5x, its counterparty risk profile deteriorates, or liquidity weakens considerably. Howard Midstream Energy Partners, LLC, headquartered in San Antonio, Texas, is a privately owned midstream energy company with primary operations in Texas, Mexico, the Appalachian Basin and the Gulf Coast. The principal methodology used in these ratings was Midstream Energy published in December 2018. HOWARD MIDSTREAM: S&P Assigns 'B+' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B+' issuer credit rating to Howard Midstream Energy Partners LLC (HEP). The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level and '5' recovery ratings to HEP's proposed $400 million senior unsecured notes. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. "The stable outlook reflects our expectation that HEP will maintain ample liquidity and adjusted EBITDA will be approximately $220 million-$235 million in 2021 and 2022, increasing in 2023 with the completion of material growth projects. "We also recommend applying E, S, G indicators of E-3, S-2, G-2, reflecting climate transition risks." HEP benefits from asset and geographic diversity across several regions, cash flow stability, and minimal commodity price exposure. HEP's core exposures are in South Texas and the Marcellus Basin, with complementary exposures in the Permian Basin, Oklahoma, the Gulf Coast, and Mexico. Currently, South Texas and Marcellus account for approximately 35% and 40% of LTM EBITDA as of September 30, 2021. The partnership's assets are diversified across natural gas (77%) and liquids (23%). This diversity limits the partnership's concentration to one region or commodity type. The partnership's contract profile when compared to other similarly rated midstream peers is strong, as 84% of its revenues come from fixed-fee contracts, and about half 2021 estimated EBITDA is backed by minimum volume commitments (MVCs). Once the Port Arthur, Texas, renewable diesel project comes online in late 2022, S&P expects fixed-fee contracts as a percentage of revenue to increase to 91% and increase the company's proportion of MVCs. Additionally, Howard benefits from a diverse customer base, with the top 10 customers accounting for approximately two-thirds of gross margin. The company's counterparties consist of a collection of primarily investment-grade, large upstream producers, refining customers, and utility companies such as SouthWestern, Valero, Comision Federal de Electricidad, and TotalEnergies. However, Howard's business risk is somewhat offset by lower levels of asset utilization and relative scale compared to that of some larger midstream peers. HEP's planned growth projects will increase scale and diversification of the business. HEP benefits from revenue streams from three primary business segments—gas gathering, processing and transportation (77%), terminals (11%), and other liquids services (13%). It is undergoing a major expansion project at its Port Arthur terminal facility, which will further improve the diversification and stability of cash flows to the business. The company executed long-term agreements with Diamond Green Diesel (DGD) and a 50/50 joint venture between Valero Energy Corp. and Darling Ingredients Inc. to expand its Port Arthur terminal facilities to support DGD's recently announced 640,000 gallons per year renewable diesel production facility to be located at Valero's Port Arthur refinery. Once complete, HEP's Port Arthur facility will consist of 2.2 million barrels of refined product storage capacity, 16 miles of rail track with unit train and service from two railroads, three barge docks, two ship docks, and pipeline connectivity to local refiners and major distribution hubs. The project represents the majority of HEP's planned growth capital expenditures (capex) in 2022 and is projected to be completed in the fourth quarter of 2022. In S&P's view, the expansion project will position HEP to take advantage of the growing demand for renewable diesel and further diversify the company's business mix. Once online, HEP's revenue streams will split between gas gathering, processing and transportation (67%), terminals and storage (22%), and other liquids services (11%). S&P expects the project to add incremental EBITDA per year in take-or-pay contracts. However, the benefit of these stable cash flows is somewhat offset by the elevated capex in 2022, which increases adjusted leverage in 2022 above 6x. The partnership's adjusted financial metrics are highly leveraged through 2023. HEP's predominantly fee-based contract profile and limited commodity exposure provides reasonable certainty about future cash flows to the business. S&P said, "We expect EBITDA to remain fairly stable through 2022 but increase by about $35 million in 2023 once the Port Arthur project is fully operational to over $255 million. We expect adjusted debt to EBITDA to be about 5.6x in 2021, stepping up to the low- to mid-6x range in 2022 while the company undergoes material construction projects. By 2023, we expect leverage to normalize in the mid-5x area. These adjusted figures are higher than the company's reported figures as we treat the partnership's $419 million perpetual preferred as debt in our calculation of adjusted leverage." S&P said, "The stable outlook reflects our expectation that HEP will maintain ample liquidity and adjusted EBITDA will be approximately $220 million-$235 million through 2022, increasing in 2023 with the completion of material growth projects. We expect adjusted debt to EBITDA to be about 5.5x-6x in 2021, stepping up to above 6x in 2022 while undergoing its large capital projects, and improving back toward 5.5x in 2023 and beyond. "We could consider a negative rating action if the company sustains operational underperformance, or if delays to material expansion projects cause elevated expenses, resulting in adjusted debt to EBITDA sustained above 6.5x. "Although unlikely in the near term, we could consider a positive rating action if the company materially increases its scale and diversity or sustained adjusted debt to EBITDA below 5x." ICEBOX HOLDCO III: Moody's Assigns B3 CFR & Rates 1st Lien Debt B2 ------------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Icebox Holdco III, Inc. (d/b/a DiversiTech). Moody's also assigned a B2 to the company's proposed first lien senior secured credit facility, consisting of a $100 million revolver, $725 million term loan and $150 million delayed-draw term loan, and a Caa2 to the proposed $240 million second lien senior secured term loan. Outlook is Stable. Proceeds from the proposed term loan facilities, along with common equity, will be used to finance the acquisition of Icebox by private equity sponsor Partners Group and pay related fees and expenses. Following the close of this transaction, outstanding debt at the currently rated entity DiversiTech Holdings, LLC will be repaid, and Moody's will withdraw all existing ratings for that entity. "DiversiTech's solid market position, in a fragmented market, and low capital requirements allow the company to grow organically and generate free cash, which can be used to fund its growth through acquisition strategy and reduce absolute debt," said Scott Manduca, Vice President at Moody's. Assignments: Issuer: Icebox Holdco III, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Sr Sec 1st Lien Term Loan, Assigned B2 (LGD3) Sr Sec 1st Lien Delayed Draw Term Loan, Assigned B2 (LGD3) Sr Sec 1st Lien Revolving Credit Facility , Assigned B2 (LGD3) Sr Sec 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Icebox Holdco III, Inc. Outlook, Assigned Stable RATINGS RATIONALE DiversiTech's B3 CFR reflects the company's high financial leverage and aggressive growth strategy including debt-funded acquisitions. The company has a small, yet improving scale, within a highly fragmented industry. Following the company's leveraged buy-out in December 2021 by private equity firm Partners Group, Icebox's financial leverage will be high at above 7x (pro forma for acquisitions). Moody's expects that the company will be able to demonstrate meaningful earnings growth organically and through acquisitions in 2022, which will reduce financial leverage towards 7x. DiversiTech's credit profile benefits from the company's broad product portfolio that provides a one-stop shop opportunity for its customers. The company's business serves mainly repair and maintenance end markets where spending is non-discretionary, thereby limiting earnings volatility. The company's business is not capital intensive and affords the opportunity to generate free cash that can be used to finance acquisitions or directed toward debt reduction. Moody's expects liquidity to be good, as the company maintains a moderate level of cash with full availability of its $100 million revolver and delayed-draw term loan. The $150 million first lien delayed-draw term loan expires 24 months after the closing date of the transaction (December 2023) and can be used to fund acquisitions and acquisition related expenses. The first lien delayed-draw term loan will have the same maturity date as the first lien term loan of seven years post the closing date of the transaction (December 2028). The proposed revolver will have a springing max First Lien Net Leverage. The proposed term loans do not contain financial covenants. Moody's expects free cash flow to be moderately positive in 2022 as earnings remain strong despite higher than usual capital expenditure requirements for capacity buildout. Moody's anticipates that DiversiTech will apply the majority of free cash flow toward acquisitions and may utilize the revolver as well for inorganic growth, which will at times reduce the company's liquidity. In terms of corporate governance, governance risk remains high given private equity ownership, aggressive financial policies and the company's acquisitive nature, which poses event risk. Given the fragmented nature of the industry, further acquisitions could increase leverage or weaken liquidity depending on the pace and size of acquisitions. The B2 rating on the first lien senior secured credit facility is one notch above the CFR reflecting its superior position in the capital structure and the loss absorption provided by the second lien. The Caa2 rating assigned to the second lien senior secured term loan reflects its contractual subordination to the first lien senior secured credit facility. The stable outlook reflects Moody's expectation that Icebox's improving operating performance and credit metrics will be sustained as favorable industry conditions persist for the HVAC industry. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if debt/EBITDA approaches 5x, good liquidity is maintained, and free cash flow to debt is sustained around 5%. The ratings could be downgraded if debt/EBITDA is sustained above 6.25x and there is a deterioration in liquidity and free cash flow. In addition, ratings could also be downgraded if the company pursues a financial policy that results in higher leverage or shareholder returns. Following are some of the preliminary terms in the marketing term sheet that are subject to change during syndication: As proposed, incremental first lien facilities are allowed under certain conditions and have leverage ratio thresholds. The first lien net leverage ratio threshold is equal to or less than the closing date first lien net leverage ratio (defined as 5.25x) plus 0.25:1.00 or such ratio prior to such incurrence; the secured net leverage ratio threshold is equal to or less than the closing date secured net leverage ratio (defined as 7.00x) plus 0.50:1.00 or such ratio prior to such incurrence; and the total net leverage ratio threshold is equal to or less than the closing date total net leverage ratio (defined as 7.00x) plus 1.00:1.00 or such ratio prior such incurrence. The interest coverage ratio threshold is equal to or greater than 1.75x or such ratio prior to such incurrence. The credit agreements are expected to have an excess cash flow sweep of 50% with step downs to 25% and 0% upon achieving reductions to the closing date first lien net leverage ratio of 0.25x and 0.75x, respectively, including other conditions. Asset sale proceeds can be reinvested in the company within twenty-four months of receipt, if not, mandatory prepayment of 100% of term loans with cash proceeds is in play with asset sale step downs and other conditions. The first and second lien term loans do not have financial covenants. The revolving credit facility contains a maximum springing first lien net leverage ratio of 9.90x that is triggered when 40% borrowing capacity is outstanding. This covenant is to be tested quarterly. Icebox Holdco III, Inc. (d/b/a DiversiTech), established in 1971 and headquartered in Duluth, Georgia, is a manufacturer and distributor of engineered components for residential and light commercial heating, ventilation and air conditioning ("HVAC"), and refrigeration. The company is privately owned by the private equity sponsor Partners Group since December 2021 and will not publicly disclose financial information. The principal methodology used in these ratings was Manufacturing published in September 2021. INFORMATICA INC: S&P Assigns 'BB-' ICR on IPO, Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned Informatica Inc. its 'BB-' issuer credit rating and simultaneously raised its issuer credit rating on Ithacalux to 'BB-' from 'B-' and removed it from CreditWatch, where S&P placed it with positive implications Oct. 6, 2021. At the same time, S&P assigned a 'BB-' issue-level rating based on a '3' recovery rating to Informatica LLC's new first-lien debt, comprising $250 million revolving credit facility and $1.875 billion first-lien term loan. On Oct. 29, 2021, Informatica Inc. completed its initial public offering and the refinancing of its capital structure in line with the targets it communicated. In S&P's view, the more robust credit metrics Informatica now maintains following the IPO and potential benefits of reduced sponsor ownership on future policies decision have bolstered credit quality. Informatica Inc. recently completed both its proposed debt refinancing plan and initial public offering (IPO) and is now the new parent company of the Informatica group, replacing Ithacalux S.a r.l. The successful IPO has allowed Informatica to deleverage significantly. Informatica had reported debt of $2.78 billion, S&P Global Ratings-adjusted debt of $2.84 billion, and S&P Global Ratings-adjusted leverage for the 12-months-ended June 30, 2021, of roughly 7.2x. In its completed IPO, Informatica raised about $916 million of net proceeds and used these funds primarily to pay down debt. As a result, on a pro forma basis following this offering, its reported debt is about $1.875 billion, which on an S&P Global Ratings-adjusted basis equates to around $1.9 billion. At these levels and based on our estimate of trailing-12-month adjusted EBITDA of around $401.30 million, S&P estimates its adjusted leverage ratio has reduced to about 4.8x, representing deleveraging of approximately two turns. Moreover, this level of debt reduction should reduce the company's overall interest burden by at least $50 million lower than the annual interest expense in 2020 of roughly $150 million, which will enhance interest coverage and cash flow generation prospects to fund working capital and growth initiatives. Over the next 12 months, S&P believes Informatica should continue to post strong operating performance, and it expects leverage to further improve to around the mid-4x area in fiscal 2022. Informatica remains financial sponsor-controlled, but it should have a more clearly defined and less aggressive financial policies as a public company. Informatica maintains three classes of common stock after the IPO, including Class A common stock (234,118,636 shares outstanding the transaction), Class B-1 common stock (44,049,523 shares) that has specific voting rights, and Class B-2 common stock (44,049,523 shares) that has the right to vote in the election or removal of directors. S&P said, "Although we estimate Informatica's financial sponsors, Permira and CPP Investments, will have economic ownership of roughly 74% and control five seats of the ten-seat board of directors after the offering, they will have around 88.5% of the voting power concerning directors. Although this provides them the ability to exert significant control over Informatica's financial policies, in our view, since the company has communicated a net long-term leverage target of 2.0x or better post-IPO, we think there is less incentive to pursue potentially leveraging acquisitions or shareholder returns in the future. We also expect Permira and CPP Investments to reduce their stake in Informatica gradually over several years." S&P said, "The IPO did not have an impact on our view of Informatica's business. Our view of the business continues to balance its modest scale, the fragmented and competitive operating environment, and execution risk with its good market positions, a high proportion of recurring revenues, and large addressable markets that offer attractive growth prospects. Informatica has been participating in the large and fragmented enterprise data market for more than 25 years but competition from substantially larger vendors--such as IBM, SAP, and Oracle--and niche providers is intense and rapidly evolving. Informatica's operations are geographically balanced, and it has a diverse customer base of more than 5,000 customers with broad industry exposure and minimal concentration. Informatica also generates about 90% of its revenue from these customers under multi-year support and increasing subscription contracts. In our view, this adds a degree of stickiness to the relationship and provides significant stability and visibility into future performance. In addition, secular trends such as digital transformation, the internet of things (IoT), and hybrid and multi-cloud architectures been key factors driving demand for data-management offerings. In this environment, we believe the automation and analytics capabilities (CLAIRE) Informatica has added to its data-management offerings (along with its long-standing strategic partnerships with cloud platform hyper scalers such as Microsoft Azure, Amazon Web Services, and Google Cloud and other leading technology companies like Salesforce, Snowflake, and Databricks) leave it well positioned to capitalize on these trends. "Informatica's performance in Q3 showed good growth, like we previously contemplated, and should accelerate in the futureFor the third quarter of fiscal 2021, Informatica's revenues grew 11% year-over-year to $361.8 million, of which recurring revenues represented $331.3 million or 92% of this Q3 revenue. This growth was driven by the strong growth in subscription revenue, increasing 31% year-over-year to $193.7 million and representing 54% of total revenues. Informatica added 11 net new subscription customers that spent more than $1 million in annual recurring subscription revenue (subscription ARR). As of the end the quarter, roughly 1,577 customers out of more than 3,500 subscription customers that spend more than $100,000 in subscription ARR. Looking ahead, we believe that apart from the revenue visibility, these subscription ARR sources carry a solid opportunity to expand revenue with these customers. Key drivers of this include deeper penetration, additional use cases, and the company's recent introduction of consumption-based pricing. In fact, Informatica stated in its Q3 earnings release that its average ARR per customer was $208,000, which is about double the level it had two years ago. "The stable outlook considers our view that after completing its IPO Informatica's credit quality benefits from stronger credit metrics and reduced influence by its current financial sponsor owners. Over the next 12 months, Informatica should continue improving its operating performance and adhere to moderate financial policies. Under our base case, we expect this combination to support its ability to maintain S&P Global Ratings-adjusted leverage in the high-4x area or better over the next 12 months." S&P could consider lowering its ratings on Informatica if: -- It experiences weaker-than-expected operating performance that increase the company's S&P Global Ratings-adjusted debt to EBITDA above the 5x area. -- It pursues debt-funded acquisitions or shareholder returns that increase S&P Global Ratings-adjusted debt to EBITDA above the same level. S&P could consider raising its ratings on Informatica if: -- It reduces its leverage below 3x over the next 12 months, either through earnings growth, increased cash flow generation, and/or debt repayment, and we're confident its financial policies will enable it to sustain its leverage at this level or below. S&P believes Informatica has strengthened its competitive position relative to peers. This could occur if Informatica can sustain its above-average growth trajectory, increase EBITDA margins, and generate higher free operating cash flow (FOCF). INTELSAT SA: Narrow Down Ch. 11 Issues to Lone Creditor Objection ----------------------------------------------------------------- Vince Sullivan of Law 360 reports that bankrupt satellite communications company Intelsat SA told a Virginia judge Monday, December 6, 2021, that it had reached resolutions with two parties opposing its Chapter 11 plan, leaving just one substantive objection from convertible noteholders owed about $400 million. During the opening day of Intelsat's plan confirmation Zoom trial in the U.S. District Court for the Eastern District of Virginia, debtor attorney Steven N. Serajeddini of Kirkland & Ellis LLP said the issues to be argued during the proceedings had been significantly narrowed after Intelsat agreed to settlements with an ad hoc group of equity holders and a creditor with a large claim. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. IQ FORMULATIONS: Jan. 12, 2022 Disclosure Statement Hearing Set --------------------------------------------------------------- On Dec. 1, 2021, debtor IQ Formulations, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement and Plan. On December 3, 2021, Judge Scott M. Grossman ordered that: * Jan. 12, 2022, at 2:30 p.m. at the United States Bankruptcy Court, 299 E. Broward Blvd. Courtroom: 308, Fort Lauderdale, FL 33301 is the hearing to consider approval of the disclosure statement. * Jan. 5, 2022, is the last day for filing and serving objections to the disclosure statement. * Dec. 13, 2021, is the deadline for service of order, Disclosure Statement and Plan. A full-text copy of the order dated Dec. 03, 2021, is available at https://bit.ly/3GquUub from PacerMonitor.com at no charge. Debtor's Counsel: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, FL 33004 Telephone: (305) 931-3771 Email: bsb@bgglaw.com About IQ Formulations IQ Formulations, LLC is a Tamarac, Fla.-based company that operates in the dairy product manufacturing industry. It conducts business under the name Metabolic Nutrition. IQ Formulations filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-15922) on June 18, 2021. Jay Cohen, chief executive officer and president, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $50,000 and total liabilities of up to $10 million. Judge Scott M. Grossman presides over the case, Behar, Gutt & Glazer, P.A. serves as the Debtor's legal counsel. J.H. EXCAVATION: Seeks Cash Collateral Access --------------------------------------------- J.H. Excavation, LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to use cash collateral. The Debtor says it cannot operate and cannot attempt to reorganize if it does not have the use of cash collateral. The Debtor believes that "due to the Chapter 11 filing that it can operate profitably and generate value to creditors of the estate." Among the Debtor's creditors is Vox Funding who is owed approximately $13,000 for loans made to the Debtor on or around August 2021. Although the recorded UCC filing statement does not identify the name of any creditor, the Debtor believes Vox Funding has the first position on the cash collateral of the Debtor via financing documents and a recorded UCC filing with the State of Pennsylvania dated August 18, 2021 with Filing #2021081801961. The Debtor also requests the Court to schedule an expedited hearing on the motion. A copy of the motion is available at https://bit.ly/3lGCWac from PacerMonitor.com. About J.H. Excavation, LLC J.H. Excavation, LLC is a single member LLC that does business as an excavation company. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-22576 ) on December 3, 2021. In the petition signed by John R. Householder, managing member, the Debtor disclosed up to $500,000 in assets and up to $50,000 in liabilities. Christopher M. Frye, Esq. at Steidl & Steinberg is the Debtor's counsel. KODIAK BP: $200MM Term Loan Add-on No Impact on Moody's B1 CFR -------------------------------------------------------------- Moody's Investors Service said that Kodiak BP, LLC's, operating as Kodiak Building Partners Inc. (Kodiak), B1 Corporate Family Rating and B1-PD Probability of Default Rating are not affected by the proposed add-on to the company's senior secured term loan maturing 2028, which is rated B2. Proceeds from the $200 million add-on will be used to pay a dividend to the owners of Kodiak, including Court Square Capital Partners (CSC). The outlook remains stable. Moody's views the debt financed dividend as credit negative since leverage is worsening. Moody's projects adjusted debt-to-EBITDA remaining slightly above 4.0x through 2022 versus leverage of 3.8x at September 30, 2021. The dividend, in addition to the $200 million distribution earlier this year, represents almost two times adjusted EBITDA, and several years of free cash flow. CSC will have monetized more than its original investment in Kodiak after acquiring a majority interest in December 2017. Moody's believes that the likelihood of a sale of the company is high since CSC is beginning its fifth year of its investment in Kodiak. Such action or further debt financed dividends that result in significant deterioration of credit metrics could affect Kodiak's long-term ratings. Providing an offset to Kodiak's leveraged capital structure is good profitability. Moody's forecasts an adjusted EBITDA margin in the range of 8% - 10% though 2022, which is a key financial strength of the company. Profitability will benefit from full year earnings from acquisitions, higher volumes and the operating leverage from that growth. Also, the company has a good liquidity profile characterized by ample revolver availability, with about $190 million available after considering no borrowings, letter of credit issuances and the borrowing base formula. Positive end market dynamics further support the company's credit profile. Residential new construction (both single family and multi-family), from which Kodiak earns nearly 80% of revenue, is a source of strength. Moody's projects 1.63 million new housing starts in 2022, a 6% increase from Moody's forecast of 1.54 million in 2021. The stable outlook reflects Moody's expectation that leverage will not deteriorate further over the next year. A good liquidity profile and end market dynamics that support growth further support the stable outlook. Kodiak Building Partners Inc., headquartered in Littleton, Colorado, is a national distributor of building materials and services, which are used in the domestic construction industry. Court Square Capital Partners, through its affiliates, controls a majority interest in Kodiak and management has a minority interest. LG PARENT: S&P Upgrades ICR to 'B-', Outlook Stable --------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based LG Parent Holdco Inc.'s (the parent of operating entity Libbey Glass LLC) to 'B-' from 'CCC+' to reflect its expectation that it will maintain the improvement in its performance due to sustained demand dynamics. The upgrade also indicates that S&P no longer view its capital structure as unsustainable. S&P said, "At the same time, we raised our issue-level rating on Libbey's senior secured term loan to 'B-' from 'CCC+'. Our '3' recovery rating is unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded: 60%) in the event of a payment default. "The stable outlook reflects our view that the company will sustain leverage of less than 5.5x, increase its revenue, EBITDA, and cash flow, and maintain adequate liquidity in 2022." The upgrade reflect the company's improved operating performance and free operating cash flow (FOCF) generation. Libbey's sales for the first nine months of 2021 exceeded the expectations in its emergence-from-bankruptcy operating plan. Through that period ended Sept. 30, 2021, the company generated over $500 million of revenue and over $65 million of S&P Global Ratings-adjusted EBITDA. S&P said, "We forecast that its fiscal-year 2021 revenue will exceed its operating plan expectation by nearly 7% and its EBITDA projection by over 50%. While its fiscal-year 2021 revenue and EBITDA may remain below its 2019 levels (prior to its bankruptcy), we forecast its EBITDA margin will expand to nearly 10% (from 9% pre-bankruptcy) because of its favorable product mix and management's cost-savings measures and capacity optimization projects. The company's revenue improved sequentially in each quarter of fiscal year 2021 due to high demand in the Americas region across all channels, with demand outpacing supply amid a rapid recovery in the foodservice channel. Libbey's results in the Europe, Middle East, and Africa (EMEA) and Asia-Pacific (APAC) regions have been softer than in the Americas, though these regions only account for about 20% of its revenue. Given the company's improved profitability, we forecast FOCF of about $13 million in 2021, including some pull forward of its capital expenditure (capex) for furnace repairs and maintenance. Libbey's operating cash flow (OCF) before capex will likely exceed $40 million this year and we expect its leverage to be about 5.1x for fiscal year 2021 (including our treatment of its $90 million of preferred stock as debt)." While extraordinary freight costs are a headwind, Libbey has benefitted from its North American manufacturing footprint.Prior to the company's bankruptcy, the global glass industry suffered from excess capacity as well as greater competition from lower-cost imports. Libbey addressed its overcapacity by shutting down its Shreveport, La. facility. Despite unprecedented freight costs, the company has gained market share since its emergence from bankruptcy due to its Toledo, Ohio and Monterrey, Mexico-based manufacturing footprint that does not require it to import its products, which lessens its in-bound freight costs and enables it to more quickly supply its domestic customers. Currently, the demand for the company's glass products is outpacing its supply in the Americas. Given that its demand currently outweighs its supply in the markets it services, the company is strategically optimizing its capacity allocation and backlog. The ongoing supply constraints will likely ease as Libbey works to make the moved lines from its Shreveport facility fully operational by mid to late next year. As it works to bring its old equipment online at its Toledo facility, and increases the production capacity of its Monterrey facility, its operating leverage will likely improve and support even stronger earnings in fiscal year 2022. Given its stronger-than-expected EBITDA, the company pulled forward $6 million to $7 million in capex across China, Portugal, and the Americas. Libbey currently faces higher labor costs and a tight labor market. Additionally, the lead times for imported products has risen and both shipping and trucking costs have increased dramatically. Due to these developments, the company raised its prices and implemented other measures to mitigate the increase in its costs. Increases in the natural gas price are also a headwind, though the company recently restarted its hedging program, which will likely provide more stability to its earnings. Foodservice industry trends continue to improve, which will increase the company's earnings. However, this spread of new coronavirus variants and the imposition of related restrictions could slow its recovery progress. The foodservice channel accounts for just over 35% of Libbey's revenue and is a higher-margin business than its consumer segment, thus a recovery in this sector is key for it to sustain the improvements in its performance. The company's North American segment benefitted from elevated replacement demand during the initial recovery stages of the pandemic and is now benefitting from the expansion of the foodservice industry. The company's EMEA segment has seen some improvements; however, it sales in this segment have been down year to date and are below plan due to continued COVID-19 lockdowns. Still, Libbey has continued to improve its profitability. Year to date, the company's sales in APAC are below plan due to furnace constraints. While its foodservice trends have strengthened, the risk of additional COVID-19-related lockdowns remains due to the emergence of new coronavirus variants. Nevertheless, we believe the company has partially mitigated this risk by reducing the debt on its balance sheet and operating with a leaner fixed operating cost structure. Libbey's debt leverage is below its pre-bankruptcy levels, though its owners are prepetition lenders and its leverage will likely remain elevated due to its preferred stock. S&P said, "At this time, we expect that the company's prepetition lenders will seek an eventual exit as it improves its operating performance and expands its EBITDA base. While we do not know how its prepetition lenders will seek an exit, we believe that debt issuance is a possibility, whether for a leveraged dividend or buyout. In the event of such a scenario, we expect that its leverage would rise and prevent it from reducing its debt to EBITDA over the longer term. Our view of Libbey's long-term financial policy could change over time if it develops a track record of, and commits to maintain, lower leverage. The company also has $90 million (face value) of preferred shares that we view as a growing liability. Although the preferred shares do not have a maturity date or a cash coupon, we treat these shares as debt-like instruments because we believe it is the holders' intention to eventually seek an exit, which negates the security's permanent loss-absorbing features." The shares have a 13% payment-in-kind (PIK) rate, may be redeemed at any time by the company for cash and are mandatorily redeemable at any time after 4.5 years from 2020, or may be converted into new common shares. The stable outlook on Libbey reflects S&P's expectation that it will sustain its improved operating performance, including leverage of less than 5.5x and positive FOCF. S&P could lower our ratings on Libbey if its capital structure becomes unsustainable or its FOCF materially weakens due to elevated pressure on its liquidity, which we believe could occur if: -- Its earnings decline materially due to a downturn in demand because of new restrictions related to COVID-19 variants; -- The company is unable to offset inflationary pressures or manage through its supply chain pressures, causing its margins to deteriorate or leading to highly inefficient working capital usage; or -- It employs a more aggressive financial policy that involves taking on a substantial amount of debt to fund a dividend to its prepetition lender owners. S&P could raise its ratings on Libbey if it sustains FOCF generation of more than $20 million and leverage of 5x or below (the current level). S&P believes this could occur if: -- The company's earnings and cash flow continue to organically improve because its demand dynamics remain favorable, and it continues to maintain or capture market share; -- Its cash flows strengthen due to an improvement in its profitability, solid working capital management, and appropriate furnace rebuilds; and -- The company commits to and demonstrates a track record of, maintaining leverage below 5x over the longer term. LIMETREE BAY: Reopens Chapter 11 Auction With $30 Mil. New Bid -------------------------------------------------------------- Vince Sullivan of Law360 reports that bankrupt refinery owner Limetree Bay Services can reopen its Chapter 11 asset auction after a Texas judge heard Monday, December 6, 2021, that the company has received an all-cash offer for its Caribbean refinery that is 50% higher than the cash portion of the current highest bid. During a video conference hearing, Limetree Bay attorney Elizabeth A. Green of BakerHostetler said despite already designating a $33 million offer from St. Croix Energy — consisting of $20 million in cash and the assumption of $14 million in liabilities, minus a $1 million expense reimbursement for the bidder — as the winning bid following an auction. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker Hostetler as legal counsel and B. Riley Financial Inc. as restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. 405 Sentinel, LLC, serves as administrative and collateral agent for the DIP lenders. MALLINCKRODT PLC: Ch.11 Plan A Fair Deal for Creditors, Says CTO ---------------------------------------------------------------- Rick Archer of Law360 reports that Mallinckrodt PLC's top restructuring executive defended the fairness of the drugmaker's proposed Chapter 11 plan on Tuesday, December 7, 2021, as he faced questions about whether it would shortchange holders of antitrust claims over the sales of its Acthar gel. Mallinckrodt Chief Transformation Officer Stephen Welch spent four hours under cross-examination on the virtual stand on Tuesday, saying the proposed plan's treatments of opioid injury claims and other unsecured creditors — including the Acthar claimants — are in the best interests of both creditors and the company. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. A confirmation trial for the Debtors' First Amended Joint Plan of Reorganization was set to begin Nov. 1, 2021. The Confirmation Hearing is slated to have two phases. Phase 1 commenced the week of Nov. 1. Phase 2 will begin on or around the week of Nov. 15, when the Acthar Administrative Claims Hearing proceedings conclude. MALLINCKRODT PLC: Escapes $320-Mil. Ch.11 Acthar Antitrust Claim ---------------------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge Monday, December 6, 2021, rejected a bid by insurers for a $320 million priority antitrust claim in Mallinckrodt's Chapter 11 case, saying they had failed to show it was the drugmaker and not federal regulators that kept competition to its Acthar gel off the market. In a virtual bench ruling, U.S. Bankruptcy Judge John Dorsey said the insurers had failed to connect the dots between Mallinckrodt's actions and the insurers' claims to have paid an inflated price for Acthar, saying the need for Food and Drug Administration approval could have kept synthetic competitors to Acthar off the market. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. A confirmation trial for the Debtors' First Amended Joint Plan of Reorganization was set to begin Nov. 1, 2021. The Confirmation Hearing is slated to have two phases. Phase 1 commenced the week of Nov. 1. Phase 2 will begin on or around the week of Nov. 15, when the Acthar Administrative Claims Hearing proceedings conclude. METRONET SYSTEMS: $125MM Loan Add-on No Impact on Moody's B3 CFR ---------------------------------------------------------------- Moody's Investors Service says the ratings on MetroNet Systems Holdings, LLC (MetroNet or MatureCo) including its B3 corporate family rating and B2 bank credit facility rating and the stable outlook remain unchanged following the company's plan to raise an additional $125 million add-on to its existing term loan. Proceeds from the new loan will be used to repay $125 million outstanding under the company's revolving credit facility. Part of the amount drawn under the revolving credit facility was to fund MetroNet's recent $75 million acquisition of CTS, a southwest Michigan-based internet service provider with a fully upgraded fiber network and 4,000 mostly commercial customers. The acquisition is credit negative as it pushes MetroNet's leverage close to 8x which is high for the rating category. This said, the company's most recent quarter includes recent gains in subscribers from increased penetration as well as new markets having been transferred from the development group ("DevCo") to MatureCo. On an annualized EBITDA basis, and including $9 million of post-synergies EBITDA from the CTS acquisition, leverage is expected to fall back historical levels at around 7.5x. Moody's continues to expect MetroNet to operate with an aggressive financial policy of elevated leverage and to continue to use its revolver along with its cash balance to fund growth capex through MetroNet's sister company, DevCo (through which all of MetroNet's speculative network build out is performed). The funding of DevCo is governed by a maximum investment basket. As developments start generating EBITDA, they are transferred to MetroNet freeing-up availability under the investment basket. Given the very high leverage on an LTM basis, Moody's would expect MetroNet to show a reduction in leverage before engaging in any further debt add-ons. MetroNet provides fiber-based high-speed broadband, video and voice services to residential and commercial customers in small-to-mid-sized communities in the Midwest. Through its 100% fiber-to-the-premises network, it is able to offer reliable speeds of up to 1 GB which allows it to compete at the top of current speed offerings. MetroNet is typically mostly present in markets where it is the only provider of fiber-based broadband with its competitors in those markets made up of cable and telecom operators. NATIONAL MENTOR: S&P Rates $200 Million Term Loan Rated 'B' ----------------------------------------------------------- S&P Global Ratings said National Mentor Holdings Inc.'s (referred to as Sevita) proposed $200 million first-lien term loan B to fund future acquisitions (and fees and expenses) is a modest credit negative, but it expects credit metrics will remain in line with the current ratings. S&P assigned a 'B' issue-level rating to the term loan and a '3' recovery rating (50%-70%; rounded estimate: 55%). Pro forma leverage could rise half a turn depending on the EBITDA generation of the acquisitions. S&P continues to expect reported free cash flow of $20 million or more in 2022 and 2023, consistent with adjusted free cash flow to debt of 4% to 5%. The new first-lien debt places more debt ahead of the second-lien debt in a recovery scenario, and S&P continues to expect negligible recovery (0% to 10%) for the second-lien tranche. S&P said, "Our ratings on Sevita (B/Stable/--) are unchanged, including the first-lien issue-level rating of 'B' and '3' recovery rating. Our ratings on Sevita continue to reflect the company's leading market position but narrow operating focus in a highly fragmented intellectual and development disability (IDD), traumatic brain injury (TBI), and spinal cord injury (SCI) industries. Although the company is among the largest players in the community support service industry, it only has about 3% market share. We expect the company will continue to face reimbursement risk although rate increases have been stable in recent years. Additionally, we believe the company will face challenges in hiring and retaining employees in a tight labor market and likely need to increase wages to attract talent. As a result, we expect margins to stabilize in the 14%-15% range for the next couple years as increases in wages and indirect program costs are offset by government rate increases and funding from the American Rescue Plan. We forecast a reported free cash flow deficit in 2021 primarily due to working capital, and we expect reported free cash flow to recover to about $20 million to $30 million in 2022. "In a pending separate transaction, Madison Dearborn Partners (MDP) is expected to return as a financial sponsor to acquire a 25% stake in Sevita, joining Centerbridge and Vistria Reinvestment, having previously controlled the company from 2001 to 2006. While MDP brings sector experience that could benefit Sevita, we believe the company will continue its debt-financed, acquisition-driven growth strategy under the sponsor group and could potentially take debt-financed dividends. We think the company's financial policy will result in leverage above 7x for 2021 and 2022." Sevita provides home- and community-based health and human services in 39 states to individuals with intellectual, developmental, physical, or behavioral disabilities, and other special needs. It operates four segments: Community Support Services (about 64% of 2020 revenues); NeuroRestorative (23%); Children and Family Services (9%); and Adult Day Health (4%). Issue Ratings - Recovery Analysis Key analytical factors -- Upon transaction close, National Mentor Holdings' capital structure will consist of a $160 million revolving credit facility (undrawn), $1.5 billion senior secured first-lien term loan, $200 million new first-lien term loan, $165 million senior secured delayed draw first-lien term loan; $50 million senior secured first-lien term loan C; and $180 million senior secured second-lien term loan. -- S&P assumes the revolver will be 85% drawn, the delayed draw first-lien term loan will be 100% drawn, and LIBOR of 250 bps at default, following a covenant breach. -- National Mentor Holdings' leading national position and the demand for the company's services to "must-serve" populations lead S&P to believe it would remain a viable business even in default, and it would likely reorganize rather than liquidate. -- S&P values the company on a going-concern basis using a 5.5x multiple of our projected EBITDA at default. This is consistent with the multiples it uses for similar companies. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: $232 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net emergence value (after 5% administrative costs): $1,211 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Collateral value available to secured lenders: $1,211 million -- First-lien secured debt: $2,069 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Second-lien secured debt: $190 million --Recovery expectations: 0%-10% (rounded estimate: 0%) All debt amounts include six months of prepetition interest. NORRENBERNS FOODS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Norrenberns Foods, Inc. 11 Corrington Place Mascoutah, IL 62258 Chapter 11 Petition Date: December 7, 2021 Court: United States Bankruptcy Court Southern District of Illinois Case No.: 21-30825 Judge: Hon. Laura K. Grandy Debtor's Counsel: Steven M. Wallace, Esq. GOLDENBERG HELLER & ANTOGNOLI, P.C. 2227 South State Route 157 Edwardsville, IL 62025 Tel: 618-656-5150 Email: Steven@ghalaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald T. Norrenberns as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LLYWEFI/Norrenberns_Foods_Inc__ilsbke-21-30825__0001.0.pdf?mcid=tGE4TAMA NORTH PIER OCEAN: Jan. 31, 2022 Plan Confirmation Hearing Set ------------------------------------------------------------- On Dec. 3, 2021, Debtor North Pier Ocean Villas Homeowners Association, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement and Plan of Liquidation. On Dec. 6, 2021, Judge David M. Warren conditionally approved the Disclosure Statement and ordered that: * Jan. 24, 2022, is fixed as the last day for filing and serving in accordance with Rule 3017(a), Federal Rules of Bankruptcy Procedure, written objections to the disclosure statement. * Jan. 31, 2022, at 12:30 PM at 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601 is the hearing on confirmation of the plan. * Jan. 24, 2022, is fixed as the last day for filing written acceptances or rejections of the plan. * Jan. 24, 2022, is fixed as the last day for filing and serving written objections to confirmation of the plan. A copy of the order dated Dec. 6, 2021, is available at https://bit.ly/31E4Cpp from PacerMonitor.com at no charge. Attorneys for the Debtor: David J. Haidt, Esq. Ayers & Haidt, PA P.O. Box 1544 307 Metcalf Street New Bern, NC 28563 Tel: 252-638-2955 Email: davidhaidt@embarqmail.com About North Pier Ocean Villas Homeowners Association North Pier Ocean Villas Homeowners Association, Inc., filed a petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 21-01760) on Aug. 5, 2021, listing under $1 million in both assets and liabilities. David J. Haidt, Esq., at Ayers & Haidt, PA, represents the Debtor as legal counsel. PAR 5 PROPERTY: Trustee Taps West Auctions as Auctioneer -------------------------------------------------------- Walter Dahl, the Subchapter V trustee appointed in Par 5 Property Investments, LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ West Business Holdings, Inc. When the Debtor ceased operations, a significant quantity of unopened beer, wine and spirits as well as non-alcoholic mixers and beverages remained in its bar and restaurant. The Debtor plans to sell the beverages through online auction and needs the services of West Business Holdings, a Woodland, Calif.-based auction firm that conducts business under the name West Auctions, Inc. The firm will receive 10 percent of the gross sale proceeds from the sale of the beverages, plus certain fees and costs. As disclosed in court filings, West Business Holdings does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Donna Bradshaw West Business Holdings, Inc. 427 Cleveland St Woodland, CA 95695 Phone: 530-661-0490 Fax: 530-661-2499 Email: info@westauction.com About Par 5 Property Investments Auburn, Calif.-based Par 5 Property Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 21-22404) on June 29, 2021, listing $3,847,515 in assets and $5,096,824 in liabilities. Joseph Francis Prach, president and managing member of Par 5, signed the petition. Judge Fredrick E. Clement oversees the Debtor's bankruptcy case while Walter R. Dahl of Dahl Law is the Subchapter V trustee appointed in the case. Iain A. Macdonald, Esq., and Daniel E. Vaknin, Esq., at Macdonald Fernandez, LLP are the Debtor's bankruptcy attorneys. PARUSA INVESTMENT: Joint Modified Plan Confirmed by Judge --------------------------------------------------------- Judge Michael G. Williamson has entered an order confirming the Joint Modified Plan of Reorganization of Parusa Investment Corporation and FICO Financial Corporation. The Plan is feasible in all respects and provides that the Debtors will market and sell some or all of their Properties in amounts necessary to fulfill all elements of the Plan, other than Class 1, Class 3 and Class 4 Claims and Interests of Bestenheider. The Debtors' Cash and Net Sale Proceeds from the sale of the Debtors' Properties will be used to fund the Debtors' Plan and pay for all Allowed Claims, following payment of all administrative claims, including but not limited to all IRS tax liability and United States Trustee fees, whether pass through to parent entities (indirect) or direct, and accruing post-petition in any form, including but not limited to income, appreciation, or capital gains liabilities. Pre-Confirmation, Parusa's largest disputed creditor, Xavier Bestenheider (individually and as assignee), asserted a disputed, unsecured jury verdict award in the approximate amount of $5,565,787, plus prejudgment interest and fees, and claims against FICO in unknown amounts. Through mediation and subsequent negotiations, the Debtors and Bestenheider agreed that the Lake Wales Property and the Smyrna Property will be transferred to Bestenheider in full and complete satisfaction of his Class 1, Class 3 and Class 4 Claims and Interests, as more thoroughly set forth in the Settlement Agreement between the Debtors and Bestenheider. The Tampa Property will be sold pursuant to the Plan. To the extent any other Property is not sold or transferred to a third party, and creditors have been paid in full, either Debtor may transfer such remaining Property under this Plan to an affiliate of RCC Vision, Inc. At the confirmation hearing, the Debtors presented and requested approval of a resolution with Xavier Bestenheider, which terms are incorporated into the Plan by attachment of the Settlement Agreement to the Plan. The Court approves this compromise under Rule 9019 in this Order, and specifically finds the Debtors have met the standards to modify the Plan accordingly to incorporate this compromise (as outlined in the Settlement Agreement) into the Plan and that no creditors are harmed by the approval of the settlement and incorporation into the Plan. A copy of the Plan Confirmation Order dated Dec. 6, 2021, is available at https://bit.ly/31E4Cpp from PacerMonitor.com at no charge. Counsel to the Debtors: Scott Underwood, Esq. Megan W. Murray Adam M. Gilbert Underwood Murray, P.A. 100 North Tampa St 2325 Tampa, FL 33602 Tel: 813-540-8402 E-mail: sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com About Parusa Investment and FICO Financial Parusa Investment Corporation and FICO Financial Corporation, a Colorado Springs-based company engaged in renting and leasing real estate properties, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bank. M.D. Fla. Case Nos. 21-03854 and 21-03853) on July 23, 2021. In the petitions signed by Christophe Rothpletz, president, Parusa disclosed $29,358,424 in assets and $5,879,577 in liabilities while FICO reported $14,351,778 in assets and $812,597 in liabilities. Underwood Murray P.A. represents the Debtors as bankruptcy counsel. Wright, Ponsoldt & Lozeau, Trial Attorneys, LLP and Link & Rockenbach, PA serve as special counsel. PHILADELPHIA ENERGY: Insurers Ask Court to Reduce Trial Claims -------------------------------------------------------------- Leslie Pappas of Law360 reports that the insurers of a shuttered Philadelphia oil refinery, Philadelphia Energy Solutions, destroyed in 2019 by an explosion and fire argued to a Delaware federal bankruptcy judge Monday, December 6, 2021, that the refinery's bankrupt former owner doesn't deserve a $130 million "windfall" of insurance proceeds to pay for labor costs because the plant isn't being rebuilt. The 1,300-acre site of the former Philadelphia Energy Solutions refinery complex, whose owner declared bankruptcy about a month after the explosion crippled operations, has since been sold to Chicago-based Hilco Redevelopment Partners and is being redeveloped as a commercial hub. About Philadelphia Energy Solutions Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complexes and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. PES Holdings, LLC, and seven subsidiaries, including PES Energy, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. PUBLIC FINANCE AUTHORITY, WI: S&P Cuts Rev. Bonds Rating to 'CCC-' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term bond rating to 'CCC-' from 'B-' on Public Finance Authority (PFA), Wis.' series 2019 student-housing revenue bonds, the proceeds of which were used to finance the construction of student housing on the campus of Nevada State College (NSC), a member of the Nevada System of Higher Education (NSHE). The outlook is negative. "The three-notch downgrade reflects the project's insufficient revenues to fund debt service payments as well as its draw on the debt services reserve fund to pay its Nov. 1, 2021 debt service payment," said S&P Global Ratings credit analyst Amber Schafer. "The negative outlook reflects our view that the project will have to dip into its debt service reserve fund again to make its May 1, 2022, debt service payment and that the projects current operations are not sustainable, which we anticipate could lead to an eventual event of default," Ms. Schafer added. S&P said, "We understand project management, bond holders, and other parties are in discussion regarding a potential restructuring. "Although we reviewed NSC's finances and demand to understand the project and the university's role in supporting it--because NSC has no financial obligations in connection with the bonds or the project--this rating does not directly reflect the college's underlying credit characteristics (as the bonds are not a direct debt obligation of NSC or NSHE). "The downgrade reflects our opinion of the continued operating and financial risk that NSC housing faces due to COVID-19 through very weak occupancy levels. We view the risks from COVID-19 to public health and safety as a social risk under our ESG factors. NSC's continues to largely deliver instruction online, with about 86% of courses being delivered remotely with the fall 2021 semester to protect the health and safety of students, faculty, and staff to limit the social risk associated with the community spread of COVID-19; which has led to significantly weaker-than-projected rental revenues with the project. Despite the elevated social risk, we believe the project's environmental and governance risk are in line with our view of the sector." PURDUE PHARMA: Sackler Family Denied Pre-Chapter 11 Looting ----------------------------------------------------------- Vince Sullivan of Law360 reports that the members of the Sackler family who own drugmaker Purdue Pharma told a New York federal judge Monday, December 6, 2021, that they did not increase transfers of cash out of the business in the run-up to its 2019 Chapter 11 filing, and instead left the company with more unrestricted cash than ever before at that time. The New York federal court's concern centered on the possibility that the Sacklers siphoned excess cash from Purdue Pharma in anticipation of a bankruptcy filing, then used some of that money to buy themselves releases of claims against them. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. PURDUE PHARMA: Spurs Venue Shopping Pushback in Congress, NY ------------------------------------------------------------ James Nani of Bloomberg News reports that a push to prevent large corporations' bankruptcy venue shopping is gaining momentum in the wake of public outcry over Purdue Pharma LP's Chapter 11 case. The U.S. Bankruptcy Court for the Southern District of New York -- which heard the OxyContin manufacturer's case -- last month issued a new rule to assign its judges randomly to bankruptcy filings, an effort aimed at curbing forum shopping. It follows introduction of federal legislation on bankruptcy forum shopping that gained the backing of 43 state attorneys general, and a House Judiciary Committee hearing earlier in the year. Bankruptcy law gives corporate debtors wide latitude to pick the court where they file Chapter 11, regardless of their headquarters location. The issue emerged in several high-profile bankruptcies, including Johnson & Johnson's bankrupt unit LTL Management LLC, the National Rifle Association, Boy Scouts of America, J. Crew Group Inc., and Mallinckrodt Plc. Forum shopping has been controversial for years. Proponents say opting for judges with experience in certain areas leads to smoother proceedings. Critics argue that it allows large companies to benefit themselves at the expense of creditors, workers, and the public. As the practice has become more pervasive, critics' cries have gotten louder, resulting in more proposals to combat it. And debtors who had been focused on New York and other former first-choice destinations could start to consider other options. Under the New York rule, "mega" Chapter 11 cases worth at least $100 million will be randomly assigned to one of the district's judges regardless of the courthouse where the initial filing occurs. Purdue filed Chapter 11 in the Southern District of New York's White Plains courthouse in an apparent move to have Judge Robert Drain oversee the case. "I think there is a growing realization that it's a problem when debtors are able to pick which judge they get," said Georgetown Law professor Adam Levitin. New York's rule is a good example of what can be done locally to reduce forum shopping, said Laura Napoli Coordes, a professor at Arizona State University's Sandra Day O’Connor College of Law. But while the rule suggests momentum for change, forum shopping will continue without national attention, she said. "Wealthy corporations shouldn't be able to run across the country to find a favorable court to file bankruptcy," Sen. Elizabeth Warren (D-Mass.), one of the Senate bill's lead sponsors, said in a statement provided to Bloomberg Law. Warren, along with Sen. John Cornyn (R-Texas), introduced the Bankruptcy Venue Reform Act (S. 2827), which would require bankruptcy filings where a company has its principal place of business or principal assets. The issue must be addressed nationwide, Warren said. The New York court's rule "signals an acknowledgment of the problem," Warren said. "These days most big chapter 11 cases are being filed in jurisdictions where this rule does not exist." Momentum Building Purdue's bankruptcy plan ruffled feathers by blocking opioid-related lawsuits against the drugmaker's owners, the Sackler family, even though their personal assets weren't within creditors' reach. Drain's order confirming the plan is currently being heard on appeal. Critics argue the practice allows distressed companies to file bankruptcy cases in courts with judges known for approving certain pro-debtor requests, such as liability releases for non-bankrupt third parties even if affected creditors don't affirmatively vote in favor of them. Allowing such practices hurts workers, creditors, and consumers, Warren said. Others defend the practice as a way for bankrupt companies to ensure predictability. It also ensures that potentially complex cases wind up before judges with the right experience and temperament. But even some bankruptcy judges have suggested that an overhaul is needed, if only to counter the negative optics of the practice. "The public needs to have confidence that what we're doing is being done for all the right reasons," Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas said last October 2021. "And even though I'm convinced that we are all doing that, I think we do need venue reform," he said during an American Bankruptcy Institute event. There needs to be "a 21st century post-pandemic conversation around venue," Bankruptcy Judge Shelley Chapman of the Southern District of New York said at the same event. Limited Reach Cecelia G. Morris, chief judge of the Southern District of New York's bankruptcy court, has said the new rule is aimed at better balancing new large bankruptcy cases among judges within the district amid a lull in case filings nationwide. But the rule change is largely a reaction to Purdue's bankruptcy, said Lynn LoPucki, a bankruptcy professor at the UCLA School of Law. The case attracted negative publicity for the Southern District of New York and brought the forum shopping issue and judges’ competition for big cases to the fore, he said. In New York, bankrupt companies will no longer know ahead of time which judge they will get. The new policy could mean New York's pull as a major bankruptcy venue will diminish, LoPucki said. The rule is a sign that the court is withdrawing from competition for high-profile bankruptcies in the wake of greater public scrutiny of such cases. "I think that the chief judge in the Southern District of New York has seen that there’s a train coming and is wisely getting out of the way," he said. Whether the rule itself has a measurable impact depends on debtors' experience with individual judges, comfort with uncertainty, and the law in the district as compared to others, said Kenneth Rosen, a bankruptcy attorney with Lowenstein Sandler LLP. There's already growing attraction to venues like Virginia, Texas, and North Carolina, Rosen said. The question is whether debtors' attorneys will now prefer one of the other magnet districts, he said. In fact, other courts—like the Southern District of Texas—have instituted rules to increase their attractiveness for large Chapter 11 cases, LoPucki said. "When one court steps down, another court takes over," he said. "And as long as the law permits the courts to compete, the courts are going to compete." How long the New York-based bankruptcy court may stick with the new rule is also an open question, said Todd Zywicki, a professor at George Mason University's Antonin Scalia School of Law. The U.S. Bankruptcy Court for the District of Delaware attempted a similar move in the late 1990s, he said. But the practice stopped. The New York rule is "obviously also a reflection of the fact that somebody, somewhere is getting political pressure with respect to these cases," Zywicki said. Whether or not other districts will follow suit, New York's rule change sets an example for others to consider as venue shopping has become "increasingly pervasive," Coordes said. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. RAILYARD COMPANY: Dismissal of Jaramillo Appeals Recommended ------------------------------------------------------------ Magistrate Judge Laura Fashing of the United States District Court for the District of New Mexico issued a proposed findings and recommended disposition dated December 2, 2021, dismissing for lack of jurisdiction the appeals case captioned Steve Duran and Rick Jaramillo, Appellants, v. Craig Dill, Trustee, and Thorofare Asset Based Lending Fund III, L.P., Appellees, No. 1:20-cv-01172-KWR/LF (D.N.M.). The matter comes before the Court on Rick Jaramillo's Motion to Reverse All Orders and Decisions Made by Judge Thuma or Remand to United States Bankruptcy Court and Motion to Supplement the Record, and memorandum of law in support of his motion, filed on March 19, 2021. This matter has been the subject of several bankruptcy appeals by Mr. Jaramillo. In one of the appeals from the bankruptcy court, Mr. Jaramillo raised issues similar to those he raises here. Mr. Jaramillo is a member and manager of, and equity investor in debtor Railyard Company, LLC. On December 17, 2018, the bankruptcy court entered an order converting the case to a Chapter 7 proceeding and appointing Mr. Dill as the Chapter 7 trustee. On February 22, 2019, Mr. Dill filed a motion to approve a settlement agreement with the City of Santa Fe. On June 10, 2019, Judge Thuma approved the settlement agreement with the City of Santa Fe. On October 23, 2020, Judge Thuma entered a final decree stating that the estate of the debtor had been fully administered, discharging Mr. Dill as the trustee, and closing the bankruptcy case. Meanwhile, on June 27, 2019, Mr. Jaramillo appealed to the District Court. Mr. Jaramillo sought, among other things, Judge Thuma's recusal or disqualification for a violation of "Title 28 section 455(a) and 455(b)(2)." Adopting the Magistrate Judge's recommendation, the Honorable District Judge Martha Vazquez found that the recusal decision was unreviewable because Mr. Jaramillo "did not satisfy his duty to present a sufficient record to the reviewing court, including the decision from Judge Thuma giving reasons for denying the recusal motion." Judge Vazquez entered a final judgment in that case on March 20, 2020. Mr. Jaramillo appealed Judge Vazquez's ruling to the Tenth Circuit. The appeal before the Tenth Circuit included a review of Judge Thuma's order denying Mr. Jaramillo's motion to disqualify. On April 13, 2021, the Tenth Circuit issued its mandate dismissing the appeal as constitutionally moot. The Magistrate held that there is no longer a case or controversy at issue in this case. There is no form of meaningful relief that the Court could order if Mr. Jaramillo were to prevail, rendering this appeal moot. Thus, the Court does not have jurisdiction to make a determination on the merits. Accordingly, the Magistrate recommends that the Court dismiss this appeal in its entirety with prejudice. A full-text copy of the decision is available at https://tinyurl.com/yx8p8yrh from Leagle.com. About Railyard Company Railyard Company, LLC, owned and developed the two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D.N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor was represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. According to the Chapter 11 petition, the Debtor had about $11.2 million in debts and $13.8 million in assets. Craig Dill was appointed as Chapter 11 Trustee for Railyard Company, LLC. The case was later converted to Chapter 7 and Dill was named Chapter 7 Trustee. He hired Walker & Associates PC as counsel. REMLIW INC: Jan. 12, 2022 Plan Confirmation Hearing Set ------------------------------------------------------- On Oct. 15, 2021, Debtors Remliw Inc. and Monte Idilio Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement referring to a Plan. On Dec. 6, 2021, Judge Edward A. Godoy approved the Disclosure Statement and ordered that: * Jan. 12, 2022 at 1:30 PM via Microsoft Teams is the hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan. * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Any objection to confirmation of the plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Objections to claims must be filed prior to the hearing on confirmation. A copy of the order dated Dec. 06, 2021, is available at https://bit.ly/3rNdune from PacerMonitor.com at no charge. About Remliw, Inc. Remliw Inc. is a privately held company, which owns a motel located at Carr 639 Km 2.1 Arecibo, Puerto Rico. Remliw Inc. filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-01179) on March 2, 2019. In the petition signed by Wilmer Tacoronte Negron, administrator, the Debtor disclosed $2,776,090 in total liabilities. Damaris Quinones Vargas, Esq., at LCDA Damaris Quinones, is the Debtor's counsel. RESTAURANT TECHNOLOGIES: S&P Upgrades ICR to 'B', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Restaurant Technologies Inc., a Mendota Heights, Minn.-based provider of kitchen automation for the food service industry, to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating to 'B' from 'B-' on the first-lien senior secured credit facilities, and to 'CCC+' from 'CCC' on the second-lien senior secured term loan. "Restaurant Technologies has outperformed expectations amid the pandemic, with better than expected revenue and margin performance, and we expect the company will sustain leverage in the 5x area or below in the next 12 months." In the third quarter, the company repaid $35 million of high-interest incremental term loan borrowings, using cash on hand and $10 million of borrowings on its revolving credit facility. The company has rebounded sharply in 2021, with fresh oil unit deliveries increasing 13% through Sept. 30 versus the same prior-year period. This is due to faster than expected restaurant reopenings and strong performance from McDonald's and the quick-service and casual dining segments. Restaurant Technologies benefits from good operating leverage as increased deliveries lead to improved depot utilization. S&P expects Restaurant Technologies will increase revenue in the high-single-digit percentages in 2022 as it adds new customers and makes installations, along with high growth from its AutoMist product. Risks to our revenue growth forecast include the potential for new COVID-19 variants to result in restaurant closures, challenges in recruiting and hiring drivers and technicians given the tight labor market, and supply chain disruptions raising costs or delaying the delivery of parts and oil. Changes in the renewable diesel market have led to outperformance from the used cooking oil segment, as increased demand and incentives for renewable diesel significantly increased prices. Favorable incentives for customers to use used cooking coil, including higher-value tax credits, have driven prices higher. These dynamics increased profitability for the company overall, and Restaurant Technologies has been reinvesting some of the additional used cooking oil revenue in sales and marketing efforts to better position the company for growth in 2022. S&P expects stable margin performance over the next 12 months as a result of better used cooking oil pricing and operating leverage from higher oil volumes, partially offset by reinvestment into sales and the Salesforce CRM platform. A tight labor market for truck drivers and oil installation technicians is likely to add some costs over the next 12 months given recent upward wage pressures, as the company plans to keep increasing headcount. S&P said, "We expect high new customer wins will continue into 2022, which along with increased installations from an increasing backlog of oil customers will lead to good earnings visibility and additional cash flow needs. The company has increased installations 25% this year and active customers 9%. High growth leads to additional cash needs. We expect capital expenditure (capex) to be about $60 million in 2021 as a result of the higher-growth installations and higher truck maintenance. Sourcing equipment has become more difficult given global supply chain constraints. We expect capex will remain about $60 million-$65 million in 2022, driven by the continued ramp-up of customer installations. Working capital has resulted in cash inflows in 2021. The used cooking oil segment has faster cash collections than the customer business, which we expect will help the company manage its working capital needs, and contributes to our expectations for roughly mid-single-digit percentage free cash flow to debt over the next 12 months. "The stable outlook reflects that we anticipate leverage to fall to the 5x area by year-end 2021, with modest deleveraging in 2022. However, we believe private equity ownership will preclude significant sustained deleveraging. "We could lower our ratings if prolonged restaurant closures and reduced capacity as a result of the pandemic, the loss of a key customer, reduced customer demand for cooking oil, or elevated capex requirements result in weaker-than-expected operating performance. We could also lower the rating if Restaurant Technologies pursues a recapitalization transaction that increases balance sheet debt." Specifically, S&P could lower the rating if: -- It sustains leverage above 6.5x; or -- Free operating cash flow (FOCF) to debt falls below the low-single-digit percentage area. S&P could raise its ratings if the company continues to expand faster than our expectations while maintaining comparable credit measures. This would be in line with: -- Expanding revenue and margins; -- Increased diversity in the customer base and products; and -- A commitment by management to maintain leverage below 4x. ROYAL ALICE: Court OK's Ch. 11 Trustee Deal with AMAG ----------------------------------------------------- The United States Bankruptcy Court for the Eastern District of Louisiana issued a memorandum opinion and order dated November 30, 2021, granting the motion filed by Dwayne Murray, the Chapter 11 trustee for Royal Alice Properties, LLC, to approve the settlement under FRBP 9019. The Trustee's Settlement/Sale Motion asks the Court pursuant to Bankruptcy Rule 9019 and Section 363 of the Bankruptcy Code to allow the Trustee to settle the secured claim that AMAG, Inc., holds as a result of its lien on all of the Debtor's Properties and rents and to sell those Properties free and clear of all interests. The settlement envisions that AMAG's secured claim against the estate will be determined and allowed in the total amount of $6,004,961.46 plus interest and costs accruing after June 30, 2021. The settlement would allow the estate to receive the Properties free and clear of AMAG's secured liens and sell them at a private auction, selling each of the three Properties separately or as a package within forty-five days after Court approval of the Settlement/Sale Motion and the Bid Procedures Motion. The Court finds that the Trustee has satisfied his burden under Section 363 to sell the Properties free and clear of all interests and encumbrances. The Court also finds that the Settlement/Sale Motion is fair and equitable and in the best interests of the estate under Bankruptcy Rule 9019. No party specifically opposes the Trustee's Bid Procedures Motion. The Court says evidence strongly supports a finding that AMAG is an oversecured creditor and thus the presumption exists that it is entitled to contractual default interest. Objections to one or more of the current motions before the Court were lodged by Susan Hoffman, the sole member of the Debtor and resident of one of the Properties, as well as by Arrowhead and Lessees RSB and PicturePro. Neither Hoffman nor Arrowhead rebutted the presumption that AMAG is entitled to contractual default interest. The Court finds it unnecessary to make a specific determination of the absolute value of AMAG's secured collateral under Section 506(a) and allows AMAG, as an oversecured creditor, $1,038,365.61 in post-petition 18% interest and $343,278.31 in post-petition attorneys' fees and costs, on top of its allowed prepetition claim. A full-text copy of the decision is available at https://tinyurl.com/yckmxejb from Leagle.com. About Royal Alice Properties Royal Alice Properties, LLC, owns, manages and rents the building and real estate located on the 900 block of Royal Street in the French Quarter, New Orleans, Louisiana. The condominium units are located at 906, 910-12 Royal St. New Orleans, LA 70116. Royal Alice Properties sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 19-12337) on Aug. 29, 2019. In the petition signed by Susan Hoffman, member/manager, the Debtor was estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Meredith S. Grabill. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, represents the Debtor. Dwayne M. Murray has been appointed as Chapter 11 Trustee. He retained Louis M. Phillips, Esq., at Kelly Hart & Pitre as counsel. SOUTHERN ROCK: Jan. 13, 2022 Disclosure Statement Hearing Set ------------------------------------------------------------- Judge Karen K. Specie has entered an order within which January 13, 2022, at 02:00 PM is the hearing to consider the approval of the disclosure statement filed by Southern Rock & Lime, Inc. In addition, Jan. 6, 2022, is fixed as the last day for filing and serving written objections to the disclosure statement. A copy of the order dated Dec. 06, 2021, is available at https://bit.ly/31FhSd1 from PacerMonitor.com at no charge. Counsel for the Debtor-In-Possession: Byron Wright III, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: rbruner@brunerwright.com About Southern Rock & Lime Southern Rock & Lime, Inc., filed for Chapter 11 protection (Bankr. N.D. Fla. Case No. 21-50021) on Feb. 24, 2021. James E. Clemons, Jr., president, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Karen K. Specie oversees the case. Bruner Wright, PA, and Professional Management Systems, Inc., serve as the Debtor's legal counsel and accountant, respectively. SPL PARTNERS: Seeks to Hire Norris McLaughlin as Legal Counsel -------------------------------------------------------------- SPL Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Norris McLaughlin, P.A. to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising the Debtor with respect to its rights, duties and powers in this case; (b) preparing legal documents; (c) representing the Debtor at all hearings and other proceedings before the court; and (d) perform other necessary legal services. The firm's hourly rates are as follows: Members $325 to $700 per hour Associates $175 to $350 per hour Paralegals $110 to $225 per hour Melissa Pena, Esq., at Norris McLaughlin, disclosed in a court filing that her firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Melissa A. Pena, Esq. Norris McLaughlin, P.A. 7 Times Square, 21st Floor New York, NY 10036 Phone: 212-808-0700 Fax: 212-808-0844 Email: mapena@norris-law.com About SPL Partners LLC Brooklyn, N.Y.-based SPL Partners LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). On Aug. 31, 2021, Xemex LLC, Stacey Angelides and Angelo Gerosavas filed an involuntary petition against SPL Partners pursuant to Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42248). The creditors are represented by Ralph E. Preite, Esq., at Koutsoudakis & Iakovou Law Group, PLLC. Judge Elizabeth S. Stong presides over the case. Melissa A. Pena, Esq., at Norris McLaughlin, P.A. serves as the Debtor's legal counsel. TYNDALL PARKWAY: Jan. 12, 2022 Plan Confirmation Hearing Set ------------------------------------------------------------ On December 1, 2021, Debtor Tyndall Parkway Apartments, LLC, a/k/a Whispering Palm Apartments, filed with the U.S. Bankruptcy Court for the Northern District of Florida an Amended Disclosure Statement for the Amended Plan. On Dec. 6, 2021, Judge Karen K. Specie conditionally approved the Amended Disclosure Statement and ordered that: * Jan. 12, 2022, at 01:30 PM via Video Zoom Conference is the confirmation hearing. * Objections to confirmation shall be filed and served 7 days before the date of the confirmation hearing. A copy of the order dated Dec. 6, 2021, is available at https://bit.ly/3ozJJEr from PacerMonitor.com at no charge. About Tyndall Parkway Apartments Tyndall Parkway Apartments, LLC, a Panama City, Fla.-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-50044) on May 25, 2021. In the petition signed by Edward E. Wilczewski, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Stichter, Riedel, Blain & Postler, PA as bankruptcy counsel and Beggs & Lane, RLLP as special counsel. UC HOLDINGS: S&P Downgrades ICR to 'B-' on Declining Performance ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on UC Holdings Inc.'s (doing business as Aludyne Inc.) to 'B-' from 'B'. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured term loan to 'B' from 'B+'. "The negative outlook reflects the potential that we will lower our rating if Aludyne's EBITDA does not recover in line with our expectations through 2022, leading to sustained cash burn and causing us to view its capital structure as unsustainable. "The downgrade reflects our expectation for negative FOCF over the next 24 months and temporarily elevated leverage (of about 10x) before its credit metrics improve toward pre-pandemic levels of about 3x by 2023. Volatile OEM production schedules over the last 12 months led to operational inefficiencies at Aludyne that further magnified the ongoing commodity price inflation affecting its primary metal inputs, which resulted in weaker profitability and margin compression. We forecast the company's S&P Global Ratings-adjusted EBITDA margins will decline to about 3% (from 8% in 2020) before gradually returning to normalized levels in 2022, partly due to contractual index recovery of raw material increases as steel and aluminum prices moderate from 2021 levels. We also anticipate materially negative FOCF in 2021 due to the company's weaker profitability and higher capital intensity. The increases in Aludyne's working capital and capital expenditure (capex) are related to management's inventory replenishment and tooling investments required to support its new program launches. We expect the company's FOCF to debt to be slightly negative in 2022 before turning positive in 2023. Our forecast contemplates that Aludyne's credit metrics will likely recover significantly in 2022 as OEM production ramps up (we expect an 8% increase in light-vehicle sales volume), with further improvements anticipated in 2023, leading to leverage reverting to 3x and FOCF to debt of between 2% and 5%. "Aludyne faces several near-term maturities in its capital structure that we believe could be difficult for it to address if light vehicle production volumes remain below our expectations. The company's $125 million asset-based lending (ABL) revolver had $50 million of borrowings outstanding as of Sept. 30, 2021, and comes due in less than 12 months (November 2022 maturity). We expect Aludyne to complete a refinancing of its ABL facility before the end of 2021. The senior secured term loan B comes due November 2023 and we anticipate that the company will proactively address this maturity in advance of the term loan becoming current on Aludyne's balance sheet. However, if Aludyne's performance does not trend in line with our expectations, we think it could face difficulty in refinancing its credit facilities. Given that nearly all of its capital structure matures over the next 24 months, we revised our assessment of its capital structure to negative. "Given its significant cash burn in 2021 and our forecast for negative FOCF in 2022, we believe Aludyne's liquidity position has weakened. The ABL revolver had $50 million of borrowings outstanding as of Sept. 30, 2021, and matures in the next 12 months. The company's liquidity is also burdened by the higher working capital and capital spending requirements associated with its onboarding of new auto OEM programs. Therefore, we revised our liquidity assessment to less than adequate, which--in part--reflects our view that Aludyne could not absorb low-probability adversities over the next 12 months without refinancing given its current liquidity position and upcoming debt maturities. "The company's limited scale, narrow product focus, and high customer concentration remain key negative credit factors. Aludyne derives a disproportionate amount of its revenue from a narrow product line, which--in our view--compounds the risks related to its limited geographic diversity and high customer concentration. Aluminum knuckles and control arms account for over 80% of the company's revenue and over two-thirds of the revenue is derived from Ford, General Motors, and Stellantis (formerly Fiat Chrysler Automobiles). In our view, any customer or program losses would place downside pressure on Aludyne's credit metrics if the volume of light-vehicle production declines or becomes uncertain." To support its organic growth, the company will need to make significant investments to build-out its operations in Europe and China, expand its narrow product focus, and flawlessly execute on winning new contracts. This will be critical for Aludyne to offset the business it lost to its competitors during its previous bankruptcy in 2015. The negative outlook on Aludyne reflects the ongoing risks related to weaker-than-anticipated OEM production volumes or additional commodity cost pressures. If the company's cash flow and liquidity position deteriorate further in 2022, it could add significant uncertainty to its ability to refinance the senior secured term loan maturing in November 2023. S&P could lower its rating on Aludyne if it believes its capital structure has become unsustainable, which could occur if: -- Its free operating cash flow (FOCF) is weaker than S&P expects such that S&P anticipates a further deterioration in its liquidity; or -- S&P thinks there is a heightened risk for a distressed exchange or similar restructuring. S&P could revise its outlook on Aludyne to stable if: -- S&P expects its EBITDA margins to recover to the high single-digit percent area during 2022, which--coupled with reduced cash burn--could lead it to believe that it is on a path for further margin improvement and sustainable positive FOCF generation; and -- The company successfully addresses the maturities in its capital structure. USA GYMNASTICS: Indiana Joins Others in Objecting Settlement Plan ----------------------------------------------------------------- Samantha Horton of 8801 WVPE reports that the proposed settlement plan that would help USA Gymnastics emerge from bankruptcy releases other organizations like the U.S. Olympic and Paralympic Committee from some or all financial responsibility -- a move several entities have raised concerns about. The state of Indiana, the U.S. Trustee and several insurance companies have filed objections to the settlement plan, specifically challenging the release of third parties. Lynn LoPucki, a professor at the UCLA School of Law, said the U.S. Trustee -- a division of the U.S. Department of Justice -- has been getting more involved over the years objecting in cases that included the release of third parties and entities such as Purdue Pharma and the Boy Scouts of America. The U.S. House Judiciary Committee also recently passed legislation that would limit the type of action that the U.S. Trustee is opposing. "What's involved here is essentially buying a bankruptcy discharge without having to file bankruptcy," LoPucki said. "One person goes into bankruptcy. And somebody else says, I'll give you a million dollars. If you put in your plan, then I get a discharge in bankruptcy too, except I don't have to file bankruptcy. That's what's at issue here." The USAG and the Survivors' Committee came to an agreement for a settlement plan of roughly $400 million a few months ago, and it was met with overwhelming support from creditors, including survivors of sexual abuse. However, two insurance agencies, plus the U.S. Trustee and the state of Indiana, filed objections to the plan Friday. LoPucki said if the judge upholds the U.S. Trustee's objections, the proposed settlement plan will be rejected. But there's still time for the insurance companies, USA Gymnastics and creditors to come to an agreement. "Now, if the insurance companies do not agree, then it's war," he said. "Then they call that the litigation alternative. And they'll be litigating in an extremely complicated situation with lots of parties with claims against other parties." As of now, the confirmation hearing is scheduled for Dec. 13 and 14, 2021. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Indiana, USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges, as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals, and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training the United States gymnastics teams for the Olympics and World Championships. As of the Petition Date, USAG employs 53 individuals, nearly all of whom work for USAG full time. USA Gymnastics sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. USAG estimated $50 million to $100 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Robyn L. Moberly is the case judge. USAG tapped JENNER & BLOCK LLP as counsel; ALFERS GC CONSULTING, LLC and SCRAMBLE SYSTEMS, LLC, as business consulting services providers; and OMNI Management Group, Inc., as claims agent. VISTRA CORP: S&P Rates $750MM Green Perpetual Preferred Stock 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to Vistra Corp.'s $750 million series B fixed-rate reset cumulative redeemable green perpetual preferred stock. The company will use the net proceeds from the offering to finance existing and new eligible green expenditures, which include the development of renewable energy production projects and battery energy storage products, and improvement in operational energy efficiency. S&P classifies the series B preferred stock as having intermediate equity content because of its subordination, permanence, and optional deferability features. Consequently, when calculating Vistra's credit ratios, it will treat the issuance as 50% equity. The series B, which is Vistra's second preferred stock offering, is perpetual, with no maturity date and no incentive to redeem the issue for a long-dated period, meeting S&P's standards for permanence. In addition, the dividend payments are indefinitely deferrable, fulfilling the deferability element in its criteria. S&P said, "Furthermore, the instrument is subordinated to all existing and future senior debt obligations, satisfying our condition for subordination. We rate the company's series B preferred stock three notches below the issuer credit rating on Vistra to reflect subordination of the series B preferred shares to the company's debt and deferability of dividend payments." The 'BB' long-term issuer credit rating and stable outlook on the company are unchanged. WEATHERFORD INTERNATIONAL: S&P Raises ICR to 'B-', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on diversified oilfield services provider Weatherford International PLC to 'B-' from 'CCC+'. The outlook is stable. At the same time, S&P removed all ratings from CreditWatch, where it placed them with positive implications on Oct. 12, 2021. S&P said, "We also raised the issue-level ratings on the company's senior unsecured debt to 'B-' from 'CCC+'. The unsecured notes have a recovery of '3' (rounded estimate: 55%) indicating our expectation of meaningful (50%-70%) recovery in the event of a payment default. "We raised the senior secured ratings to 'B+' from 'B'. The secured obligations have a recovery of '1' (rounded estimate: 95%) indicating our expectation of very high (90%-100%) recovery in the event of a payment default. "The stable outlook reflects our expectation that Weatherford's cash flows and financial measures will continue to improve over the next 12 months as domestic and international oilfield services demand improves as exploration and production activity continues to recover." Recent debt refinancings significantly improve Weatherford's maturity profile and liquidity. The refinancing of Weatherford's $500 million 8.75% senior secured notes and $1.6 billion of its 11% senior unsecured notes to 2028 and 2030, respectively, significantly reduced 2024 maturities that had totaled $2.6 billion before the transactions. Combined with repayment of $200 million of the 11% notes from cash on hand, only $300 million of the senior unsecured notes remain due in 2024, which S&P believes Weatherford should be able to repay or refinance given its expectation for improving market conditions and financial performance. Weatherford's markets and operating conditions continue to improve. S&P said, "We expect Weatherford's operating and financial performance to meaningfully improve in 2022. We expect both U.S. and international spending on oilfield services to improve by the low- to mid-double digits in 2022, buoyed by strong global crude oil and natural gas prices. In addition, the recent refinancings should result in annual interest expense savings of about $70 million. As a result, we expect material improvement in margins and cash flows that should lead to average debt to EBITDA of 3.5x-4.0x and funds from operations (FFO) to debt of 12%-15% through 2023. "The stable outlook reflects our expectation that Weatherford's cash flows and financial measures will continue to improve over the next 12 months as domestic and international oilfield services demand increases as exploration and production activity continues to recover. We expect FFO to debt to exceed 12% and debt to EBITDA to be around 4x during this time, and Weatherford will maintain modest financial policies to support this. "We could lower the rating if market conditions reversed, leading to lower cash flows, such that we expect FFO to debt to fall meaningfully below 12% or debt to EBITDA to be sustained above 5x. This would most likely occur as a result of a significant decline in crude oil prices that significantly pared drilling levels and resulted in lower oilfield services activity. "We could raise ratings if financial measures continued to improve such that FFO to debt approached 20% and debt to EBITDA neared 3x on a sustained basis. This would most likely occur if the company is able to improve its operating efficiency, leading to stronger margins than we currently expect. We also would want to see Weatherford reestablish a credit facility to provide additional liquidity as a cushion against market and cash flow volatility." WESTERN DIGITAL: S&P Assigns 'BB+' Rating on New Unsecured Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to San Jose, Calif.-based hard disk drive (HDD) and flash memory provider Western Digital Corp.'s proposed seven- and 10-year secured notes. It will use the proceeds to repay part of its term loan A due in February 2023. S&P said, "At the same time, we affirmed our 'BB+' rating on the company's unsecured notes and raised our recovery rating on them to '3' from '4'. On Dec. 6, Western Digital exercised its option to expunge the security from its bank debt upon being upgraded to 'BBB-' by Fitch Ratings. Going forward, its revolver and term loan will be unsecured so there is no longer any priority debt ahead of the unsecured lenders. Finally, we withdrew our 'BBB-' issue-level and '2' recovery ratings on the company's existing term loan and revolving credit facility. "Our 'BB+' issuer credit rating on Western Digital and stable outlook are unchanged. Leverage of 2.1x and free operating cash flow (FOCF) to debt of 14% are consistent with the rating, and we expect further improvement. Focus on debt repayment demonstrates commitment to improving the balance sheet. We expect leverage to fall to about 1.7x and FOCF to debt to remain about 14% in fiscal 2022. Western Digital suspended its dividend at the end of fiscal 2020. It plans to allocate cash flow to debt repayment until gross debt reaches $6 billion from $7.7 billion after its term loan B repayment, which we think is likely to take more than a year. We could raise the rating if the company builds enough cushion to maintain net leverage below 2x through a memory cycle. If Western Digital achieves its debt reduction goal, it would likely satisfy our leverage requirement, but we will need more results to determine whether the company would generate sufficient cash flow through a cycle to justify an investment-grade rating." ISSUE RATING - RECOVERY ANALYSIS Key analytical factors -- S&P values Western Digital on a going-concern basis using a 6x multiple of its projected emergence EBITDA, reflecting its scale and proprietary HDD and memory technologies. -- A default would be unlikely with the current capital structure; however, it could result from a material drop in EBITDA driven by a sharp and sustained flash price erosion from industry oversupply. -- S&P believes most of the enterprise value in bankruptcy reorganization would reside outside of the guarantor entities. -- S&P said, "Given that Western Digital no longer has any secured debt, we are raising our recovery ratings on the company's unsecured notes to '3' from '4'. While our recovery waterfall suggests better recovery prospects, we cap recovery ratings for unsecured debt issued by 'BB' category rated issuers at '3'." Simulated default assumptions -- Year of default: 2026 -- EBITDA at emergence: about $1.2 billion -- EBITDA multiple: 6x -- Revolver: 85% drawn at default Simplified waterfall -- Net enterprise value (after 5% administrative costs): $6.9 billion -- Senior unsecured debt claims: approximately $9.1 billion --Recovery expectations: 50%-70% (rounded estimate: 65%, capped for unsecured debt) Ratings List WESTERN DIGITAL CORP. Issuer Credit Rating BB+/Stable/-- BB+/Stable/-- NEW RATING WESTERN DIGITAL CORP. Senior Unsecured USD notes due 2028 BB+ Recovery Rating 3(65%) USD notes due 2031 BB+ Recovery Rating 3(65%) RATINGS AFFIRMED; RECOVERY EXPECTATIONS REVISED TO FROM WESTERN DIGITAL CORP. Senior Unsecured BB+ BB+ Recovery Rating 3(65%) 4(40%) RATINGS WITHDRAWN WESTERN DIGITAL CORP. Senior Secured NR BBB- Recovery Rating NR 2(80%) WEWORK COS: S&P Affirms 'CCC+' ICR on Close of SPAC Transaction --------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on New York City-based flexible space provider WeWork Cos. LLC and its 'CCC+' issue-level rating on the company's $702 million ($669 million outstanding) 7.875% unsecured senior notes due 2025. The recovery rating remains '4'. The merger improves WeWork's liquidity runway providing for a cushion to return to breakeven occupancy levels. WeWork entered into a SPAC merger transaction (closed on Oct. 20, 2021) with BowX Acquisition Corp. which raised $1.2 billion in net cash proceeds, which brought WeWork's liquidity position to $2.3 billion as of Sept. 30, 2021 (includes availability under letter-of-credit [LOC] and senior secured notes facility). The company's occupancy remained at about 56% as of third-quarter 2021, which is well below its 73% occupancy in 2019, and breakeven estimated to be about 70%. There remain ongoing risks involved in managing its operations amid the pandemic and potential for recovery driving sequential improvement in occupancy levels. The company continues to make inroads on its restructuring plan which has enabled it to reduce its quarterly run-rate selling, general, and administrative (SG&A) expenses to about $225 million as of Sept 30, 2021, with a $200 million goal by year-end 2021, from about $338 million as of Sept. 30, 2020. This has directly led to improving cash flow deficits. S&P believes WeWork is uniquely positioned to offer a competitive solution to large and small businesses alike amid a changing return-to-work environment. The mix of enterprise customers increased from 10% in 2015 to 47% at end of third-quarter 2021 along with an increase in the average commitment length from 1 month in 2015 to 21 months at end of third-quarter 2021. Return-to-work trends across the world could provide tailwinds to WeWork's improvement in operating performance. While Flexible spaces remain about 1%-2% of the commercial real estate, there is growing belief that this could meaningfully expand over the next few years to fulfill the needs of the changing workforce. The company's new "All-Access" service offering provides access to a global network of locations on an on-demand, pay-as-you-go or monthly subscription basis. Although this program is still in its infancy, it could help the company offset its currently low levels of physical occupancy. The return-to-workplace landscape still has meaningful uncertainty that will affect WeWork's long-term prospects. While the SPAC transaction will extend WeWork's liquidity runway, it doesn't address the uncertainty around its future performance, which is a significant factor for the current rating. The adoption rates for all of WeWork's offerings could be highly variable given its concentration in urban areas. Gateway urban markets have been subject to shifting demographics as residents relocate to the suburbs to live and, in some cases, work following the imposition of new office capacity restrictions and reduction in real estate or due to the potential rise of satellite offices, which could lead to a sustained decline in the density of corporate offices in such areas. Ultimately, WeWork's prospects will depend on its ability to navigate the near-term shocks stemming from the coronavirus pandemic and capitalize on the evolving remote working landscape in a post-pandemic world. The change in management, along with the diverse board of directors following SPAC transaction improves the corporate governance of the organization. As part of the SPAC transaction, entities affiliated with Softbank will continue to remain significant investors in the company, alongside BowX sponsor and PIPE (private investor in public equity) investors which includes investments from affiliates of Insight Partners, Starwood Capital Group, and Cushman & Wakefield. The board consists of nine directors of which five are independent directors. The company's restructuring has been effectively led by a refreshed management team since January 2020 and S&P no longer has a negative view of the management and governance of the organization. The negative outlook reflects the company's weak operating performance and risks to profitability and positive free cash flow generation amid the challenged and shifting conditions in the office real estate end market. S&P could lower its ratings on WeWork if it encounters difficulty in narrowing its operating losses while managing its operating expenses, or if occupancy declines. Specifically S&P could lower the rating if: -- S&P expected a liquidity shortfall within a year, or -- S&P anticipated a debt restructuring including a distressed exchange, or -- A financial covenant was violated. S&P could raise its ratings on WeWork if the company demonstrates materially better-than-expected financial performance leading to improved membership and occupancy rates from current levels, through the expansion of its more stable enterprise customers; and actioned cost savings contribute to a more efficient cost structure. In such a scenario: -- S&P would expect positive free cash flow generation on a sustained basis. WLADIS MANAGEMENT: Seeks to Hire Morrison Tenenbaum as Counsel -------------------------------------------------------------- Wladis Management Co. Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Morrison Tenenbaum, PLLC to serve as legal counsel in its Chapter 11 case. The firm's services include: a. advising the Debtor with respect to its powers and duties in the management of its estate; b. assisting in any amendments of the Debtor's bankruptcy schedules and other financial disclosures and in the preparation or review of a disclosure statement and plan of reorganization; c. negotiating with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. preparing legal papers; e. pursuing preference and fraudulent transfer actions; f. appearing before the bankruptcy court; and g. performing all other legal services for the Debtor that may be necessary and proper for an effective reorganization. The firm's hourly rates are as follows: Lawrence F. Morrison, Esq. $595 per hour Brian J. Hufnagel, Esq. $495 per hour Associates $380 per hour Paraprofessionals $250 per hour The Debtor paid $10,000 to the law firm as a retainer fee. Lawrence Morrison, Esq., a member of Morrison Tenenbaum, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Email: lmorrison@m-t-law.com About Wladis Management Wladis Management Co. Ltd. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 21-42563) on Oct. 8, 2021, listing under $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC represents the Debtor as legal counsel. [*] Moody's Takes Actions on $142MM of US RMBS Issued 2004-2007 --------------------------------------------------------------- Moody's Investors Service, Inc. has upgraded the ratings of five bonds and downgraded the ratings of two bonds from four US residential mortgage backed transactions (RMBS), backed by Alt-A, option ARM, and subprime mortgages issued by multiple issuers. The ratings of the affected tranches are sensitive to loan performance deterioration due to the pandemic. The complete rating action is as follows: Issuer: Structured Asset Investment Loan Trust 2005-9 Cl. M1, Upgraded to A3 (sf); previously on Dec 17, 2018 Upgraded to Baa2 (sf) Issuer: Structured Asset Mortgage Investments II Trust 2007-AR2 Cl. I-A-1, Upgraded to B3 (sf); previously on Dec 14, 2010 Downgraded to Caa2 (sf) Issuer: Structured Asset Securities Corp Trust 2005-NC2 Cl. M4, Upgraded to Aaa (sf); previously on Dec 1, 2017 Upgraded to Aa1 (sf) Cl. M5, Upgraded to Aa2 (sf); previously on Dec 1, 2017 Upgraded to A1 (sf) Cl. M6, Upgraded to Ba1 (sf); previously on Dec 1, 2017 Upgraded to Ba2 (sf) Issuer: HarborView Mortgage Loan Trust 2004-3 Cl. 1-A, Downgraded to B2 (sf); previously on Jan 8, 2021 Downgraded to Ba3 (sf) Cl. 2-A, Downgraded to B2 (sf); previously on Jan 8, 2021 Downgraded to Ba3 (sf) A List of Affected Credit Ratings is available at https://bit.ly/3pxq6fE. RATINGS RATIONALE The rating actions reflect the recent performance as well as Moody's updated loss expectations on the underlying pools. The rating upgrades are a result of the improving performance of the related pools and an increase in credit enhancement available to the bonds. The rating downgrades are a result of the erosion of credit enhancement available to the bonds. In light of the current macroeconomic environment, Moody's revised loss expectations based on the extent of performance deterioration of the underlying mortgage loans, resulting from a slowdown in economic activity and increased unemployment due to the coronavirus outbreak. Specifically, Moody's have observed an increase in delinquencies, payment forbearance, and payment deferrals since the start of pandemic, which could result in higher realized losses. Moody's analysis considers the current proportion of loans granted payment relief in each individual transaction. Moody's identified these loans based on a review of loan level cashflows over the last few months. Based on Moody's analysis, the proportion of borrowers that are currently enrolled in payment relief plans varied greatly, ranging between approximately 2% and 14% among RMBS transactions issued before 2009. In Moody's analysis, Moody's assume these loans to experience lifetime default rates that are 50% higher than default rates on the performing loans. In addition, for borrowers unable to make up missed payments through a short-term repayment plan, servicers will generally defer the forborne amount as a non-interest-bearing balance, due at maturity of the loan as a balloon payment. Moody's analysis considered the impact of six months of scheduled principal payments on the loans enrolled in payment relief programs being passed to the trust as a loss. The magnitude of this loss will depend on the proportion of the borrowers in the pool subject to principal deferral and the number of months of such deferral. The treatment of deferred principal as a loss is credit negative, which could incur write-downs on bonds when missed payments are deferred. Moody's rating actions also take into consideration the buildup in credit enhancement of the bonds, especially in an environment of elevated prepayment rates. The increase in credit enhancement, driven by elevated prepayment rates, has helped offset the impact of the increase in expected losses spurred by the pandemic. The action reflects the coronavirus pandemic's residual impact on the ongoing performance of residential mortgage loans as the US economy continues on the path toward normalization. Economic activity will continue to strengthen in 2021 because of several factors, including the rollout of vaccines, growing household consumption and an accommodative central bank policy. However, specific sectors and individual businesses will remain weakened by extended pandemic related restrictions. Moody's regard the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Principal Methodologies The principal methodology used in these ratings was "US RMBS Surveillance Methodology" published in July 2020. Factors that would lead to an upgrade or downgrade of the ratings: Up Levels of credit protection that are higher than necessary to protect investors against current expectations of loss could drive the ratings of the subordinate bonds up. Losses could decline from Moody's original expectations as a result of a lower number of obligor defaults or appreciation in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Down Levels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above Moody's expectations as a result of a higher number of obligor defaults or deterioration in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud. [*] Protecting Administrative Claims of Creditors' in Ch.11 Cases ----------------------------------------------------------------- Schuyler G. Carroll and Bethany D. Simmons, Noah Weingarten of Loeb & Loeb wrote an article on Reuters titled "Protecting creditors' administrative claims in Chapter 11 bankruptcy cases." Most vendors that trade with debtors know that administrative expense claims are required to be paid in full. In recent large Chapter 11 cases, however, debtors have leveraged the risk of administrative insolvency to escape their obligation to pay trade and ordinary-course administrative claim holders in full as required under sections 503(b), 507(a)(2), and 1129(a)(9) of the Bankruptcy Code. Some debtors have continued paying certain administrative claim holders (typically, professionals) in full, while trade and ordinary-course administrative claimants receive only a small percentage. In many recent Chapter 11 cases, debtors were able to avoid paying administrative claimants in full. Verity— Administrative claims reduced after plan reserve underestimated the amount of the claims. Recently, in the Verity Health System of California, Inc. bankruptcy in the Central District of California, the debtors secured post-plan confirmation approval from Judge Ernest Robles to pay certain administrative claimants between 15% and 23%. Professionals and administrative claim holders that had already been paid were not subject to this reduction. The plan established a $52,749,000 reserve to satisfy non-professional administrative claims that were allowed and unpaid as of the plan's effective date. The reserve amount was based on the debtors' projections of administrative claims that were to be filed. In support of plan confirmation, the debtors submitted a declaration from their financial advisor attesting to the sufficiency of the administrative claim reserve. The plan was confirmed before the bar date for administrative claims, however, and the debtors greatly underestimated the amount of administrative claims — by a factor of eight. In fact, according to the debtors, at one point, they had a mere $5.3 million to satisfy over $25 million in administrative claims. This shortfall led to the liquidating trustee seeking and obtaining court approval — over vehement creditor objection — to pay administrative claimants between 15% and 23%. Southern Foods — Administrative claim reduced by protocol enabling the accelerated payment of reduced claims.In the Southern Foods bankruptcy before Judge David Jones in the Southern District of Texas, the debtors, seeking to avoid administrative insolvency, obtained approval of administrative claim "protocols" that would enable them to reduce the amount of administrative claims. Under the protocols, administrative claimants that affirmatively opted in received an "accelerated" cash distribution in exchange for reducing their claim to 80% of the "reconciled" claim amount. These administrative claimants received an initial cash distribution equal to 30% of the reduced administrative claim within 10 business days after opting in, with the remaining amount to be paid at some future date to be determined by the debtors with the consent of the official committee of unsecured creditors. Conversely, claimants that declined to reduce their administrative claim were subordinated to the administrative claimants that opted in. In this case, the debtors successfully leveraged the risk of administrative insolvency to reduce the amount of administrative claims. Pier 1 — Administrative claims put in peril after court orders delay in payment until plan effective date. Finally, in the Pier 1 bankruptcy in the Eastern District Court of Virginia, Judge Kevin Huennekens approved the debtors' motion to delay payment of all but certain "critical expenses" included on an interim budget. Numerous landlords, among other creditors, objected to the motion because the rent due under their respective leases would be deferred. As an alternative, the landlords requested the immediate payment of rent. The court granted the landlords an administrative expense claim for the deferred rent but denied their request for immediate payment. After the debtors remained in possession of their leased premises and delayed paying rent for two months, the debtors became administratively insolvent, resulting in the landlords' administrative claims becoming virtually worthless. The debtors subsequently filed a plan that called for administrative claimants to receive reduced payment. In order to obtain creditor body approval, the plan provided a release from Chapter 5 causes of action for administrative claim holders that voted in favor of the plan. (Chapter 5 of the bankruptcy code contains the debtor's avoidance powers, including preferences and fraudulent transfers under 11 U.S.C. §§ 547 and 548.) The creditor body voted in favor of the plan, and administrative claimants were paid far less than 100-cent dollars. While creditors are required to continue providing services to debtors post-petition and the Bankruptcy Code requires administrative claims to be paid in full, Verity, Southern Foods, Pier 1 and other cases, such as Sears (Bankr. S.D.N.Y. 2018) and Toys "R" Us (Bankr. E.D. Va. 2017), show that holders of administrative claims must be vigilant in protecting their claims; otherwise, they may be left with drastically reduced claims. Below are several tips that can assist creditors in collecting 100% of their administrative claims. Of course, whether these will work depends on the circumstances of the case and the creditor's leverage: •Be proactive. Do not assume that administrative claims will be paid in full. Monitor the debtors' operations and ensure, to the extent possible, that the debtors make payment in advance or on delivery. •Participate on the creditors committee. Committee members will receive timely periodic reporting on cash flows (and administrative solvency). •Attempt to work with the debtors to obtain immediate payment on an informal basis, rather than seeking court intervention. As Pier 1 demonstrates, seeking court intervention may backfire badly for administrative claimants. As in Pier 1, the court may allow debtors to defer the payment of the administrative claim until a plan effective date, creating the risk that the debtors could become administratively insolvent in the interim. •If the administrative claim is based on an executory contract, move to compel the assumption or rejection of the executory contract. The assumption of the executory contract will ensure that post-petition cure amounts are paid. The rejection would cap the amount of the administrative claim that would potentially be at risk. •If the plan calls for administrative claims to be satisfied from a reserve, make sure that the administrative bar claim date occurs before plan confirmation, in order to ensure the sufficiency of the administrative claim reserve. Additionally, seek discovery from the debtors to confirm the sufficiency of the plan's reserves. •Ensure that the plan provides identical treatment for all administrative claims and does not permit certain claims (i.e., professional fees) to be paid ahead of others. •Negotiate a plan provision providing for (i) cash distributions to comply with the absolute priority rule to avoid any distribution to any lower priority creditor prior to the satisfaction of all administrative claims; (ii) any excess amount set aside for professionals to be paid to administrative claimants that remain unpaid; and (iii) the clawback of previously paid administrative claims in the event of a shortfall in the distribution to administrative claimants. •Negotiate release and exculpation provisions to become effective only upon the actual payment in full for administrative claims. •Negotiate for the capping of professional fees that may otherwise deplete the debtors' estates. •Negotiate to trade a reduction in the administrative claim in exchange for a release of Chapter 5 claims. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Steven J. Rifkind Bankr. C.D. Cal. Case No. 21-19016 Chapter 11 Petition filed December 1, 2021 represented by: Keith Owens, Esq. In re Gregory Oneil Upshaw Bankr. D. Md. Case No. 21-17551 Chapter 11 Petition filed December 1, 2021 represented by: Alon Nager, Esq. In re John M. MacLeod Bankr. D. Mass. Case No. 21-11767 Chapter 11 Petition filed December 1, 2021 In re William F. Cranmore Bankr. D. Mass. Case No. 21-11769 Chapter 11 Petition filed December 1, 2021 represented by: Herbert Weinberg, Esq. In re James S. Rahaim and Nicole U. Wilski Bankr. E.D. Mich. Case No. 21-49345 Chapter 11 Petition filed December 1, 2021 represented by: Samuel Firebaugh, Esq. In re Winside Group LLC Bankr. E.D.N.Y. Case No. 21-72094 Chapter 11 Petition filed December 1, 2021 See https://www.pacermonitor.com/view/OGKVUKI/Winside_Group_LLC__nyebke-21-72094__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Ariston Keyser Reyes and Catherine Roque Reyes Bankr. E.D. Cal. Case No. 21-24054 Chapter 11 Petition filed December 2, 2021 represented by: Farsad Arasto, Esq. In re Thomas Ikwang Lin Bankr. M.D. Fla. Case No. 21-06105 Chapter 11 Petition filed December 2, 2021 represented by: David Steen, Esq. In re Surrey Drive, LLC Bankr. E.D. Mo. Case No. 21-44388 Chapter 11 Petition filed December 2, 2021 See https://www.pacermonitor.com/view/PJG7WUA/Surrey_Drive_LLC__moebke-21-44388__0001.0.pdf?mcid=tGE4TAMA represented by: Tracy A. Brown, Esq. LAW OFFICE OF TRACY A. BROWN, PC E-mail: tbrownfirm@bktab.com In re Marie Y. Cruz Bankr. E.D.N.Y. Case No. 21-43008 Chapter 11 Petition filed December 2, 2021 represented by: Charles Higgs, Esq. In re Lieb Properties, LLC Bankr. E.D. Tenn. Case No. 21-31866 Chapter 11 Petition filed December 2, 2021 See https://www.pacermonitor.com/view/ZQES7LQ/Lieb_Properties_LLC__tnebke-21-31866__0001.0.pdf?mcid=tGE4TAMA represented by: Lynn Tarpy, Esq. TARPY, COX, FLEISHMAN & LEVEILLE, PLLC E-mail: ltarpy@tcflattorneys.com In re Sharon Sloan Webb Bankr. S.D. Ala. Case No. 21-12191 Chapter 11 Petition filed December 3, 2021 represented by: Barry Friedman, Esq. In re Auto Finance Partners, LLC Bankr. M.D. Fla. Case No. 21-02815 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/MBY7PZI/Auto_Finance_Partners_LLC__flmbke-21-02815__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: dvelasquez@lathamluna.com In re Auto Brokers of Jacksonville, LLC Bankr. M.D. Fla. Case No. 21-02814 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/6HWCSHI/Auto_Brokers_of_Jacksonville_LLC__flmbke-21-02814__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel A. Velasquez, Esq. LATHAM LUNA EDEN & BEAUDINE LLP E-mail: dvelasquez@lathamluna.com In re JayBeezs Tree Services LLC Bankr. M.D. Fla. Case No. 21-06110 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/UVPMLVA/JayBeezs_Tree_Services_LLC__flmbke-21-06110__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 1065 NW 53 Street LLC Bankr. S.D. Fla. Case No. 21-21439 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/KJLDT3Q/1065_NW_53_Street_LLC__flsbke-21-21439__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Relief Telemed, Inc. Bankr. M.D. La. Case No. 21-10569 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/DJLOWGY/Relief_Telemed_Inc__lambke-21-10569__0001.0.pdf?mcid=tGE4TAMA represented by: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC E-mail: ryan@snw.law In re Alan John Roers Bankr. D. Minn. Case No. 21-42183 Chapter 11 Petition filed December 3, 2021 In re Vasu Convenience, Inc. Bankr. E.D.N.Y. Case No. 21-43023 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/PZ3NFRY/Vasu_Convenience_Inc__nyebke-21-43023__0001.0.pdf?mcid=tGE4TAMA represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re T.C. Inn Inc. Bankr. N.D.N.Y. Case No. 21-60906 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/TUX4RKY/TC_Inn_Inc__nynbke-21-60906__0001.0.pdf?mcid=tGE4TAMA represented by: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. In re Cochrane Anesthesia, PLLC Bankr. N.D. Tex. Case No. 21-42824 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/AWBFA4Y/Cochrane_Anesthesia_PLLC__txnbke-21-42824__0001.0.pdf?mcid=tGE4TAMA represented by: Joyce Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC E-mail: joyce@joycelindauer.com In re J.H. Excavation, LLC Bankr. W.D. Pa. Case No. 21-22576 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/6K3THZY/JH_Excavation_LLC__pawbke-21-22576__0001.0.pdf?mcid=tGE4TAMA represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG E-mail: kenny.steinberg@steidl-steinberg.com In re Polymer Grinding, Inc. Bankr. W.D. Pa. Case No. 21-22585 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/62O4KGQ/Polymer_Grinding_Inc__pawbke-21-22585__0001.0.pdf?mcid=tGE4TAMA represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re Al-Verde Fruits & Vegetables, LLC Bankr. W.D. Tex. Case No. 21-51464 Chapter 11 Petition filed December 3, 2021 See https://www.pacermonitor.com/view/MGULKUY/Al-Verde_Fruits__Vegetables_LLC__txwbke-21-51464__0001.0.pdf?mcid=tGE4TAMA represented by: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. E-mail: wrdavis@langleybanack.com In re TFORL, INC Bankr. D. Ariz. Case No. 21-08877 Chapter 11 Petition filed December 6, 2021 See https://www.pacermonitor.com/view/HOODAUY/TFORL_INC__azbke-21-08877__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Global Urban Innovative Development Enterprises, Inc. Bankr. N.D. Ga. Case No. 21-59093 Chapter 11 Petition filed December 6, 2021 See https://www.pacermonitor.com/view/GDPP2CQ/Global_Urban_Innovative_Development__ganbke-21-59093__0001.0.pdf?mcid=tGE4TAMA represented by: Greg Bailey, Esq. ATTY. GREG T. BAILEY & ASSOC E-mail: attygregtbailey@msn.com In re Nicole V. Kersh Bankr. S.D. Ala. Case No. 21-12213 Chapter 11 Petition filed December 7, 2021 represented by: Frances Hollinger, Esq. In re KDS One Studios, LLC Bankr. M.D. Fla. Case No. 21-05497 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/BLLUFUQ/KDS_One_Studios_LLC__flmbke-21-05497__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Kastelz, Esq. KASTELZ LAW GROUP, PA E-mail: tmk@kastelzlaw.com In re Musikar Holdings LLC Bankr. M.D. Fla. Case No. 21-02829 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/XTJZMSY/Musikar_Holdings_LLC__flmbke-21-02829__0001.0.pdf?mcid=tGE4TAMA represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Joseph N. Vandervoort Bankr. S.D. Fla. Case No. 21-21515 Chapter 11 Petition filed December 7, 2021 represented by: Brian McMahon, Esq. In re JB Montgomery Township II, LLC Bankr. D.N.J. Case No. 21-19426 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/VQYUEFY/JB_Montgomery_Township_II_LLC__njbke-21-19426__0001.0.pdf?mcid=tGE4TAMA represented by: Barry S. Miller, Esq. Barry S. Miller, Esq. E-mail: bmiller@barrysmilleresq.com In re Hayat Bahkt Corp Bankr. E.D.N.Y. Case No. 21-43039 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/AX4VNYY/Hayat_Bahkt_Corp__nyebke-21-43039__0001.0.pdf?mcid=tGE4TAMA represented by: Narissa A. Joseph, Esq. LAW OFFICE OF NARISSA A. JOSEPH E-mail: njosephlaw@aol.com In re Stance Autoworks, LLC Bankr. S.D. Tex. Case No. 21-33931 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/CRLR4DI/Stance_Autoworks_LLC__txsbke-21-33931__0001.0.pdf?mcid=tGE4TAMA represented by: Alex Olmedo Acosta, Esq. ACOSTA LAW P.C. E-mail: alex@theacostalawfirm.com In re PO 1601 LLC Bankr. S.D. Tex. Case No. 21-33909 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/OB7EO2Q/PO_1601_LLC__txsbke-21-33909__0001.0.pdf?mcid=tGE4TAMA represented by: James B. Jameson, Esq. JAMESON & ASSOCIATES E-mail: jbjameson@jamesonlaw.net In re Investorsimple, LLC Bankr. W.D. Tex. Case No. 21-51500 Chapter 11 Petition filed December 7, 2021 See https://www.pacermonitor.com/view/NY7WN2Y/INVESTORSIMPLE_LLC__txwbke-21-51500__0001.0.pdf?mcid=tGE4TAMA represented by: Albert W. Van Cleave III, Esq. LAW OFFICES OF ALBERT W. VAN CLEAVE III E-mail: vancleave-legal@sbcglobal.net ********* 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. 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