/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201019.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 19, 2020, Vol. 24, No. 292 Headlines 2999TC LP: Case Summary & 7 Unsecured Creditors 4202 PARTNERS: Hires A.E.C. Consulting as Consultant 4202 PARTNERS: Seeks to Hire Goldberg Weprin as Counsel AAC HOLDINGS: Hires Deloitte as Valuation Service Provider ADVANCED ORTHOPEDICS: May Use Cash Collateral Thru Nov 24 ADVANCED ORTHOPEDICS: Nov. 24 Plan Confirmation Hearing ADVANTAGE SALES: S&P Affirms 'CCC+' ICR on Refinancing Deal ALLEGHENY TECHNOLOGIES: S&P Alters Outlook to Neg., Affirms 'B' ICR ANCHOR GLASS: S&P Ups ICR to CCC+ on Completed Distressed Exchange APPLIED DNA: Agrees with Holder to Repay $1.7 Million Secured Notes ARANDELL HOLDINGS: Committee Hires Bayard P.A. as Co-Counsel ARANDELL HOLDINGS: Committee Hires PwC as Financial Advisor ARANDELL HOLDINGS: Committee Taps Lowenstein Sandler as Counsel BARRACUDA NETWORKS: S&P Affirms 'B-' ICR on Dividend Recap BICOM NY: Court Dismisses Trustee's Clawback Suit vs Gryaznova BLACK AND WHITE: Case Summary & 2 Unsecured Creditors BLESSINGS INC: Lewis Roca Represents Abraham Mayorquin, 4 Others BORDEN DAIRY: Morris, Sidley Update List of Unsecured Claimants BOY SCOUTS: Monzack, Brown 2nd Update on Coalition Members CBL & ASSOCIATES: Appoints New Member to Special Committee CBL & ASSOCIATES: Further Extends Petition Deadline to November 2 CEC ENTERTAINMENT: $200MM DIP Loan, Cash Collateral Use OK'd CENTURION PIPELINE: S&P Lowers Senior Secured Rating to 'BB' CFRA HOLDINGS: 41 IHOP Restaurants Now Run by Sun Holdings CHINESEINVESTORS.COM INC: Examiner Hires Grobstein as Accountant CHOBANI LLC: S&P Rates Term Loan, Revolving Credit Facility 'B-' CHRISTOPHER D COLLINS: Case Summary & 20 Top Unsecured Creditors CINEMEX USA: Oct. 19 Auction of Substantially All Assets Set CLYDE J. SUTTON, JR: Oct. 29 Hearing on Shelbyville Property Sale COVIA CORP: Supporters Express Worry on the Fate of Kasota Prairie CRACKLE INTERMEDIATE: S&P Alters Outlook to Stable, Affirms B- ICR CYC HOLDINGS: Hits Chapter 11 Bankruptcy DATTO INC: S&P Puts 'B' ICR on Watch Positive on IPO DIOCESE OF CAMDEN: Oct 20 Virtual Meeting for Tort Committee Set EASTERN CANAL: Case Summary & Unsecured Creditor ECOARK HOLDINGS: Board Approves Appointment of CFO ECOARK HOLDINGS: To Conduct Wells Drilling in Austin Chalk Formatio EMERGENT CAPITAL: Files for Chapter 11 With Plan Deal ESTRATEGIAS EN VALORES: Foreign Rep Selling Doral Propty. for $275K EXTRACTION OIL & GAS: Sues Broomfield for Shutting Operations EXTRACTION OIL: Kinetic Objects to Disparate Treatment of Claims EXTRACTION OIL: SEC Objects to Plan's Non-Consensual Releases EXTRACTION OIL: UST Says Plan Disclosures Inadequate FIDELIS INSURANCE: S&P Rates $105MM Junior Subordinated Notes 'BB+' GENCANNA GLOBAL: Says Board Chairman Owes $4.4 Million GI DYNAMICS: Board Appoints Joseph Virgilio as COO GLOBAL EAGLE: Wins Court Nod to Sell Business to Apollo, Lenders GLOBAL HEALTHCARE: Posts $63K Net Income in First Quarter GOODRICH QUALITY: Future of Portage Imax Theater Unclear HD SUPPLY: S&P Affirms 'BB+' ICR; Outlook Stable HURON POINTE: Seeks to Use Cash Collateral HVI CAT: Trustee's $1.25M Sale of REDU Asset to REDU Holdings OK'd IMPRESA HOLDINGS: Twin Haven Buying All Assets for $10 Million INSIGHT TERMINAL: Sierra Club Has No Legal Interest in Ch. 11 Case INTERNATIONAL ORANGE SPA: Wins Interim OK to Use Cash Collateral INTERPACE BIOSCIENCES: Committee Finds Complaints Unsubstantiated IQOR HOLDINGS: Court OKs Plan to Swap Equity for Debt J. C. PENNEY: Equity Holders Seek to Vacate DIP Loan Order J.C. PENNEY: Court Extends Plan Exclusivity Until 2021 J.C. PENNEY: Sale Talks With Biggest Landlords Stall K & W CAFETERIAS: Committee Hires Waldrep LLP as Counsel KENDALL FROZEN: Trustee Hires David Agler as Special Counsel KRIEGER CRAFTSMEN: Plastic Injection Molds Maker Seeks Chapter 11 LENDMARK FUNDING 2020-2: S&P Assigns Prelim BB- Rating to D Notes LEXARIA BIOSCIENCE: Posts $4.08 Million Net Loss in Fiscal 2020 LIGADO NETWORKS: Offers 17.5% Coupon in Junk Bond Sale LIGHTHOUSE HOSPITALITY: Hires ClaimPro Public as Public Adjuster MALLINCKRODT PLC: Stevens, et al. Represent Insurance Claimants MALLINCKRODT PLC: Troutman, Gibson Represent Term Lender Group MARINER SEAFOOD: Hires Navera Group as Financial Advisor MARINER SEAFOOD: Seeks to Hire Murphy & King as Counsel MONAKER GROUP: Incurs $2.7 Million Net Loss in Second Quarter MOUNTAIN STATES: Sender, Robinson Represent Martin, Skyline MR. COOPER GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR NINEPOINT MEDICAL: Case Summary & 20 Largest Unsecured Creditors NORTHSTAR GROUP: S&P Assigns 'B' Long-Term ICR; Outlook Stable NUANCE ENERGY: Seeks to Hire Michael Jay Berger as Counsel OCCASION BRANDS: Oct. 20 Hearing on Bid Procedures for All Assets ORCA INVESTMENTS: Hires Parker & Associates as Counsel PHUNWARE INC: Settles Lawsuit with Uber Technologies for $6 Million PORTS AMERICA: S&P Assigns 'BB-' ICR; Outlook Stable PRO TANK: Objection to LA's Burdick Property Sale Cut to 14 Days PRO TANK: Objections to LA's Minot Property Sale Cut to 14 Days Q BIOMED: Posts $2.4 Million Net Loss in Third Quarter QUANTUM CORP: SVP Engineering Don Martella to Depart Next Month REMINGTON OUTDOOR: $13M Sale of Business Assets to Roundhill Okayed SAEXPLORATION HOLDINGS: Rapp & Krock Represents Cantor Fitzgerald SATELLITE RESTAURANTS: Crabcake Factory Owner Enters Chapter 11 SERENDIPITY HOLDINGS: Case Summary & 5 Unsecured Creditors SHAKY TOWN EXPRESS: Seeks to Use TCI's Cash Collateral SHILO INN NAMPA: Case Summary & 20 Largest Unsecured Creditors SHILO INN: Case Summary & 20 Largest Unsecured Creditors SOUNDVIEW PREPARATORY: Signs Deal to Sell to Unicorn for $2.85M SUNNY HILLS: Seeks to Hire RGP LLP as Accountant SUPER CALIDAD AUTO: SBA Okay to Cash Collateral Use Thru Dec. 31 THOMAS G. GIALAMAS: Court Junks Bid to Vacate Plan Order TOWN SPORTS: Law of Firm of Russell Represent Utility Companies TRADER CORP: S&P Affirms 'B' ICR, Ratings Off Watch Negative TRANSOCEAN LTD: Subsidiary Commences Cash Tender Offers TRAXIUM LLC: Case Summary & 20 Largest Unsecured Creditors TRC FARMS: $75K Private Sale of Dover Property to Kirseys Approved TRIBUNE CO: 3rd Circuit Creates New Cramdown Test in Ruling TUPPERWARE BRANDS: FMR LLC et al., Report 14.99% Equity Stake TUPPERWARE BRANDS: Promotes Cassandra Harris to CFO & COO UNITED CANVAS: Taps Moon Wright as Bankruptcy Counsel UNITED NATURAL FOODS: S&P Alters Outlook to Positive, Affirms B ICR VERSANT HEALTH: S&P Alters Outlook to Stable, Affirms 'B' ICR VIDEO DISPLAY: Incurs $1 Million Net Loss in Second Quarter W133 OWNER: Trustee Taps Lamonica Herbst as Legal Counsel XENIA HOTELS: S&P Alters Outlook to Negative, Affirms 'B-' ICR ZOHAR III: Seeks to Hire KPMG LLP as Tax Consultant [*] Fitness & Sporting Goods Firms That Filed Bankruptcy This Year [^] BOND PRICING: For the Week from October 12 to 16, 2020 ********* 2999TC LP: Case Summary & 7 Unsecured Creditors ----------------------------------------------- Debtor: 2999TC LP, LLC 13901 Midway Road Suite 102-243 Dallas, TX 75244 Chapter 11 Petition Date: October 16, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-43204 Debtor's Counsel: Joyce Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tim Barton, president. A copy of the Debtor's list of seven unsecured creditors is available for free at: https://www.pacermonitor.com/view/JY5OONQ/2999TC_LP_LLC__txnbke-20-43204__0005.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DOY6SLI/2999TC_LP_LLC__txnbke-20-43204__0001.0.pdf?mcid=tGE4TAMA 4202 PARTNERS: Hires A.E.C. Consulting as Consultant ---------------------------------------------------- 4202 Partners LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ A.E.C. Consulting Expediting Inc., as consultant to the Debtor. 4202 Partners requires A.E.C. Consulting to assist the Debtor in obtaining a reversal of the objection made by the Borough Commission, Brooklyn, over the Debtor's property in Brooklyn, New York. A.E.C. Consulting will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronny Livian, partner of A.E.C. Consulting Expediting Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. A.E.C. Consulting can be reached at: Ronny Livian A.E.C. CONSULTING EXPEDITING INC. 20 Vesey Street, Suite 909 New York, NY 10007 Tel: (212) 619-0200 Fax: (212) 619-0550 About 4202 Partners 4202 Partners LLC, based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-42438). In the petition signed by Samuel Pfeiffer, manager, the Debtor disclosed $6,500,000 in assets and $12,403,577 in liabilities as of the bankruptcy filing. Goldberg Weprin Finkel Goldstein LLP serves as bankruptcy counsel to the Debtor. 4202 PARTNERS: Seeks to Hire Goldberg Weprin as Counsel ------------------------------------------------------- 4202 Partners LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP, as consultant to the Debtor. 4202 Partners requires Goldberg Weprin to: a. provide the Debtor with necessary legal advice in connection with the Chapter 11 case and its responsibilities as a debtor-in-possession; b. represent the Debtor in all proceedings before the Bankruptcy Court and the U.S. Trustee; c. review and prepare all necessary legal papers, petitions, orders, applications, motions, reports and plan documents on the Debtor's behalf; d. represent the Debtor's interests in the related cases, and work with counsel for the respective affiliates to coordinate the overall reorganization effort; e. perform all other legal services for the Debtor which may be necessary to obtain a successful conclusion of the Chapter 11 case. Goldberg Weprin will be paid at these hourly rates: Goldberg Weprin will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin J. Nash, partner of Goldberg Weprin Finkel Goldstein LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Goldberg Weprin can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 About 4202 Partners 4202 Partners LLC, based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-42438). In the petition signed by Samuel Pfeiffer, manager, the Debtor listed $6,500,000 in assets and $12,403,577 in liabilities. Goldberg Weprin Finkel Goldstein LLP, serves as bankruptcy counsel to the Debtor. AAC HOLDINGS: Hires Deloitte as Valuation Service Provider ---------------------------------------------------------- AAC Holdings, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Transactions and Business Analytics LLP, as valuation services provider to the Debtors. AAC Holdings requires Deloitte to analyze the Debtors' operations on an aggregate basis and develop a range of fair market value estimates of the business enterprise value ("BEV") of such operations on an aggregate basis. The Firm may perform expert witness testimony services related to the estimated range of BEV for the Debtors' operations. Deloitte will be paid at these hourly rates: Partner/Principal/ Managing Director $970 Senior Manager $690 Manager $550 Senior Staff $485 Staff $300 In the 90 days prior to the Petition Date, Deloitte received $325,000 from the Debtors on account of invoices issued by Deloitte Tax. As of the Petition Date, no amounts were outstanding with respect to the invoices issued by Deloitte Tax prior to such date, and $61,570 of the Debtors' prepayments for services performed under the 2019 Tax Compliance Engagement Letter. Deloitte will also be reimbursed for reasonable out-of-pocket expenses incurred. Jimmy Peterson, partner of Deloitte Transactions and Business Analytics LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Deloitte can be reached at: Jimmy Peterson DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS LLP 191 Peachtree Street NE, Suite 2000 Atlanta, GA Tel: (404) 631-3359 About AAC Holdings AAC Holdings, Inc. and its affiliates provide inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction and co-occurring mental or behavioral health issues. They also provide clinical diagnostic laboratory services and provide physician services to clients. AAC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on June 20, 2020. Debtors disclosed that they had $449.35 million in assets and $517.40 million in liabilities as of Feb. 29, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Greenberg Traurig, LLP as their bankruptcy counsel, Chipman Brown Cicero & Cole, LLP as conflicts counsel, and Cantor Fitzgerald as investment banker. Donlin, Recano & Company, Inc. is Debtors' notice, claims and balloting agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee of unsecured creditors. The committee is represented by Cole Schotz P.C. ADVANCED ORTHOPEDICS: May Use Cash Collateral Thru Nov 24 --------------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has authorized Advanced Orthopedics and Pain Management PL to use cash collateral on a final basis through November 24, 2020, as provided in the operating budget, subject to a 10% variance, provided that the Debtor will not compensate Scott Katzman and Nora K. Katzman during the period. The Debtor is not authorized to pay Scott Katzman or Nora Katzman, in any respect, for any pre-petition or post-petition amounts due and owing including, but not limited to, compensation, reimbursement, distribution and any other source of payment. The ruling on the motion is without prejudice to Scott Katzman or Nora Katzman seeking future authorization to be paid by the Debtor on notice to the Subchapter V Trustee, the U.S. Trustee and all creditors and parties in interest. The Alleged Secured Creditors, J.P. Morgan Chase Bank and all other creditors who assert an interest in cash collateral, will have a replacement lien on the Debtor's cash generated post-petition to the same extent, validity and priority that existed prior to the commencement of the case. All parties in interest reserve the right to object the liens of any creditor that asserts a lien on the Debtor's pre-petition and post-petition property. The Debtor will not deposit any payments that it receives for any accounts receivable that it has sold to Banyan Finance, LLC, LAF Medical SPV II, LC, LAF Medical Services, LLC or their affiliates and/or any entities managed or controlled by the Account Purchasers. To the extent that the Debtor inadvertently deposits or has deposited any payments for the Sold Accounts, the Debtor will remit the payments to the Account Purchasers. Further, the Debtor will not negotiate or reduce balances on any Sold Accounts. As a further condition to use of cash collateral, the Debtor will continue to pay to Chase Bank adequate protection payments in the monthly amount of $850.74, on the first day of each month during the pendency of the Chapter 11 case through and including the entry of a final order confirming the Debtor's Chapter 11 plan of reorganization. A further cash collateral hearing will be held on November 24 at 2:30 p.m. A copy of the Court's order is available at https://bit.ly/31hV7J0 from PacerMonitor.com. About Advanced Orthopedics and Pain Management PL Advanced Orthopedics & Pain Management, P.L. is a medical group practice in Palm Beach Gardens, Fla., specializing in orthopedic surgery, neurosurgery and pain management. Advanced Orthopedics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-15598) on May 21, 2020. Advanced Orthopedics President Scott Katzman signed the petition. At the time of the filing, the Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Mindy A. Mora oversees the case. The Debtor has tapped Edelboim Lieberman Revah Oshinsky, PLLC as its legal counsel, KapilaMukamal, LLP as financial advisor, and Premier Healthcare Systems, LLC as accounts receivable servicing agent. ADVANCED ORTHOPEDICS: Nov. 24 Plan Confirmation Hearing ------------------------------------------------------- Judge Mindy A. Mora will hold a hearing to consider confirmation of Advanced Orthopedics & Pain Management, P.L.'s Amended Subchapter V Plan on November 24, 2020 at 2:30 p.m. by telephone through CourtSolutions LLC. The Plan hearing was previously set for October 20. The Court will also consider the request of RCM/CMG Portfolio Holding, LLC as assignee of Cambridge Management Group, LLC, seeking dismissal of the Chapter 11 case as a "bad faith" filing. The deadline for filing confirmation objections has been moved up to November 19 from October 15. The deadline for filing of ballots is now November 17 (from October 13). The Report of Proponent and Confirmation Affidavit is due November 19. About Advanced Orthopedics and Pain Management PL Advanced Orthopedics & Pain Management, P.L. is a medical group practice in Palm Beach Gardens, Fla., specializing in orthopedic surgery, neurosurgery and pain management. Advanced Orthopedics filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-15598) on May 21, 2020. Advanced Orthopedics President Scott Katzman signed the petition. At the time of the filing, the Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Mindy A. Mora oversees the case. The Debtor has tapped Edelboim Lieberman Revah Oshinsky, PLLC as its legal counsel, KapilaMukamal, LLP as financial advisor, and Premier Healthcare Systems, LLC as accounts receivable servicing agent. ADVANTAGE SALES: S&P Affirms 'CCC+' ICR on Refinancing Deal ----------------------------------------------------------- S&P Global Ratings affirmed all of its ratings, including the 'CCC+' issuer credit ratings, on U.S.-based Advantage Sales & Marketing Inc. (ASM) and its parent, Advantage Solutions Inc., and maintained the CreditWatch, where they were placed with positive implications on Sept. 10, 2020. S&P is also assigning its 'B' preliminary rating to ASM's proposed $1.6 billion first-lien term loan. The recovery rating is '3', indicating S&P's expectation for meaningful recovery for secured creditors in the event of a payment default. ASM intends to use the net proceeds from a proposed $1.6 billion first-lien term loan and $500 million of other pari passu senior secured debt to provide a portion of funds to refinance its existing debt in connection with its parent's planned merger with special-purpose acquisition company Conyers Park II Acquisition Corp. Conyers Park and ASM's existing financial sponsors will also contribute over $1 billion of equity as part of the transaction, which should significantly improve credit measures. "The CreditWatch positive reflects the likelihood that we will raise the issuer credit ratings to 'B' if the transaction closes on the terms presented to us and there are no material, unfavorable changes to our operating assumptions," S&P said. The CreditWatch positive and preliminary ratings reflect ASM's improved debt maturity profile and significantly improved credit metrics if the transaction closes. The substantial equity contribution from Conyers Park and ASM's existing financial sponsors that will be used to complete the merger and refinancing will result in significant deleveraging. S&P estimates leverage will improve to about 4.7x, pro forma for the transaction, from about 7.3x on June 30, 2020. The transaction, if completed, is a material credit positive since the net proceeds will be used to refinance around $2.5 billion of first-lien term debt maturing in July 2021. This large current debt maturity has weighed negatively on S&P's ratings over the last year. "If the transaction closes substantially on the terms presented to us and our forecast operating assumptions do not change materially, we expect to assign the 'B' issue-level ratings and raise ASM's and Advantage Solution's issuer credit ratings to 'B'," S&P said. S&P assumes that ASM will operate with more conservative financial policies as a public company, though its majority financial sponsor ownership will constrain upside ratings potential. S&P expects the company will look to operate at lower leverage levels as a public company than it has in recent years (historically well above 6x). Nevertheless, post-transaction S&P expects the existing financial sponsors will own well over 60% of the company, and that management will continue to aggressively pursue mergers and acquisitions (M&A) as it has in the past. While it expects the majority of management's focus will be on tuck-in acquisitions, S&P believes the company will maintain an appetite for larger M&A opportunities that could result in leverage spiking above 5x. It also believes the company would eventually consider shareholder remuneration if S&P Global Ratings-adjusted leverage falls meaningfully below 4x and it cannot identify attractive M&A opportunities. S&P expects continued steady performance in ASM's sales services segment and a slow recovery in its marketing services segment. The sales services segment generally performed well through the early stages of the pandemic due to increased consumer spending at retail. S&P generally believes this business will remain steady, particularly given the company's growing digital commerce business should help mitigate the continued consumer shift to ecommerce spending. The marketing services segment has faced more significant challenges, as its in-store demo business was fully suspended in the early stages of the pandemic. Certain retailers are beginning to resume demos on a limited basis but S&P assumes a gradual recovery of this business over the next couple of years as the virus dissipates and consumers slowly gain comfort with sampling. Though the business is sequentially improving, S&P expects credit metrics to temporarily weaken in the next couple quarters (including leverage in the mid-5x area) because of year-over-year comparisons. Thereafter, S&P expects leverage will improve to the low-4x area (notwithstanding the risk of a leveraging acquisition) as the business gradually recovers. S&P's ratings incorporate ASM's leading position but narrow business focus in the outsourced sales and marketing industry. ASM is the largest and strongest player in the industry, and S&P views the company's scale as a competitive advantage. S&P also believes the company provides a beneficial and necessary service to many of its clients, particularly smaller consumer packaged goods (CPG) companies that rely on third-party firms for cost-effective sales and marketing support. Sales and marketing agencies faced very challenging conditions in recent years due to increased CPG focus on cost cutting and changes in consumer purchasing behavior (including weak center-of-store traffic), which contributed to the eventual bankruptcy/restructuring of ASM's closest competitors, Acosta and CROSSMARK. S&P believes conditions were improving prior to the COVID-19 outbreak, as CPG companies began to increase sales and marketing investment after years of cost cutting. CROSSMARK and Acosta have both emerged from bankruptcy with much stronger balance sheets, and their reduced debt burdens could allow them to more effectively compete on price. Nevertheless, S&P expects ASM will leverage its scale and capabilities to maintain its market-leading position. S&P also assumes that CPG companies will continue to view ASM's services as critical even after the virus dissipates and consumer traffic at retail potentially moderates because they will be focused on maintaining market share. S&P's ratings would not be affected if existing Conyers Park shareholders redeem their shares. The transaction is expected to be funded partially by $450 million held in trust from Conyers Park's initial equity raise. However, depending on Conyers Park's share trading price prior to close, its existing shareholders could potentially redeem their shares, meaning those funds would be unavailable to complete the transaction. This would result in the need for additional funding, including a potential draw on the company's proposed $400 million asset-based loan revolver (ABL). S&P believes this would only be modestly leveraging since the maximum ABL draw permitted to fund the transaction is limited to $100 million. The remainder would be funded by additional capital from the sponsors and cash on hand from ASM. "The CreditWatch positive placement reflects the likelihood that we will raise the issuer credit rating on ASM to 'B' if the deal closes, assuming the transaction is completed as proposed and there are no material, unfavorable changes to our operating assumptions, including our expectation that leverage will not weaken on a sustained basis above 6x. We could lower the rating to 'CCC' if we believe the transaction will fail, given the company's existing first-lien debt is now current," S&P said. ALLEGHENY TECHNOLOGIES: S&P Alters Outlook to Neg., Affirms 'B' ICR ------------------------------------------------------------------- S&P Global Ratings affirmed its ratings, including its 'B' rating, on U.S.-based specialty materials and components producer Allegheny Technologies Inc. (ATI) and revised the outlook to negative from stable. The negative outlook reflects the risk that ATI's credit metrics could be weaker for longer than S&P anticipates if demand in the commercial aerospace market remains suppressed. S&P expects ATI's credit metrics to weaken, as two of its largest end markets--aerospace and oil and gas, which together contribute 50% of revenue--have been significantly disrupted by the COVID-19 pandemic. As a result of the pandemic, S&P expects the company's revenue to decline 20%-30% in 2020, recovering only a modest 10% in 2021 before a possibly more meaningful recovery in 2022. S&P forecasts EBITDA of $150 million-$200 million for 2020, recovering to $250 million-$300 million in 2021. This will translate to adjusted leverage of above 10x in 2020 and about 6x-8x in 2021. About 40% of ATI's revenue comes from the commercial aerospace end market and approximately 20% from energy, of which oil and gas makes up slightly over half. The healthier defense end market accounts for 10% of revenue. Commercial jet engine and airframe demand has dramatically declined following the disruption to global air travel caused by the pandemic. Airlines have deferred or cancelled orders, leading Airbus and Boeing to reduce production by 30%-40%. However, defense spending has remained a bright spot with demand increasing year over year. At the same time, the oil price collapse in March 2020 and expectations of a relatively flat oil price curve will likely result in continued depressed demand from the oil and gas market over the coming 12-24 months. However upside to this weak demand could come from government sponsored ultra-deep water projects that require highly specialized nickel alloy components. Commercial aerospace demand is not likely to increase from depressed levels until 2022 and might not return to 2019 levels until 2024. S&P expects commercial aircraft production to decline materially this year and to recover slowly. As a result, ATI's leverage might remain elevated throughout 2021, as the pandemic's effect on commercial air travel could worsen. A key risk to S&P's base case is air travel recovering more slowly than expected, resulting in aircraft production taking longer to recover or being cut further. ATI's actions to improve its balance sheet and boost liquidity have limited some of the downside pressure on its creditworthiness. Over the last 12 months, ATI has undertaken credit-supportive actions such as selling noncore assets, refinancing upcoming maturities, and reducing debt. These actions led to leverage of 3.4x at the end of 2019 compared to 5.3x in 2017. ATI will generate neutral free cash flow this year (after a $130 million pension contribution payment), supported by realigning working-capital needs in response to lower demand, cost base reductions and lowering capital investment spending. When the pandemic started, the company took action to generate $140 million-$160 million of cost savings in 2020 to reduce any near-term margin degradation. These savings stemmed primarily from a facility idling schedule and overhead reduction initiatives to reflect the lower demand. ATI expects almost half of these cost reductions to be permanent and support margin expansion when the market recovers, as will previously announced new business and share gains in jet engine and airframe markets. The company has about $1 billion of available liquidity ($540 million of cash and $460 million of ABL availability). These sources should support the ramp-up to meet demand when the market recovers. They should also help ATI meet its financial commitments, such as capital spending related to new customer contracts and $80 million of remaining convertible debt outstanding due in 2022. The negative outlook reflects the risk that ATI's credit metrics could be weaker for longer than S&P anticipates if the commercial aerospace market demand remains suppressed. It also reflects the potential for risk related to nearing maturity on the company's 2023 senior unsecured notes, as refinancing could become more difficult and expensive if end markets don't recover. S&P could lower the rating over the next 12 months if debt to EBITDA is still above 8x and the rating agency does not expect a recovery as the company's 2023 $500 million debt maturity approaches. This could be a result of: -- Sustained lower demand in the commercial aerospace market due to the global pandemic or -- The company being unable to maintain profitability, leading to persistent negative free operating cash flow and discretionary cash flow generation. S&P could revise the outlook back to stable in the next 12 months if ATI's leverage shows signs of trending back down toward 4x. This could be the result of: -- Recovery in demand from commercial aerospace market following a rebound in global air travel or -- Improving free cash generation and profitability, supported by cost-reduction efforts this year, ahead of a potential refinancing to address the maturities in 2023 and later. ANCHOR GLASS: S&P Ups ICR to CCC+ on Completed Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based glass packaging producer Anchor Glass Container Corp. to 'CCC+' from 'SD' (selective default) to reflect the ongoing risk of a conventional default. S&P also raised its issue-level rating on its second-lien term loan to 'CCC-' from 'D'. S&P's '6' recovery rating on the loan remains unchanged, indicating its expectation for negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of a payment default. At the same time, S&P is assigning its 'CCC+' issue-level rating and '4' recovery rating to Anchor Glass' new first-lien term loan. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a payment default. S&P's 'CCC+' issue-level rating and '4' recovery rating on its existing first-lien term loan remain unchanged. "The distressed exchange has reduced the near-term risk of a conventional default. However, we continue to view the company's capital structure as unsustainable," S&P said. On Oct. 9, 2020, Anchor Glass completed its Dutch Auction process in which its lenders exchanged a portion of their share of the outstanding second-lien loan for $60 million of new first-lien term loan at a discount of $23 million. The new first-lien term loan also features a lower interest rate than the outstanding second-lien term loan. The exchange modestly decreased the company's debt burden due to the discount and S&P expects it to slightly improve its cash flows given the lower interest rate on the first-lien debt. S&P viewed the proposed exchange as tantamount to a default because its lenders received less than they were originally promised under the security. The coronavirus pandemic has accelerated some of the company's secular headwinds but has also introduced some tailwinds. The near collapse of on-premise drinking due to COVID-19 related shutdown orders has accelerated the conversion of beer bottles to aluminum cans. Consequently, Anchor Glass Container Corp.'s sales to beer customers declined by nearly 20% in the second quarter and are down 14% year to date (YTD). Liquor sales slumped as well as Anchor reported an 11% decline for the second quarter. In addition, Anchor faces a reduction in sales volume from a major beer customer in early 2021. However, the pandemic has also created some opportunities for the company. Anchor reported a 46% increase in its food packaging sales for the six months ended June 30, 2020, due to the increased level of at-home food consumption. While much of this increase was likely due to pantry stocking in the early days of the pandemic, S&P expects this shift to be beneficial for the company--at least in the short run--and anticipate it will partially mitigate the effects of its lost beer and liquor revenue. These combined factors led a to 4% overall decline in Anchor's sales for the second quarter, which led it to report a S&P Global Ratings-adjusted leverage ratio of nearly 9.5x (including the company's draw on the revolver). "As such, we expect the company's leverage metrics to remain elevated, with leverage potentially around 8x, over the next 12 months. We also expect Anchor to generate negative free operating cash flow (FOCF) over the next 12 months given its relatively high capex requirements, including the near term need to rebuild one of its existing furnaces, as well as its high interest burden," S&P said. The company's covenant compliance is under pressure but its maturities are manageable. "We believe the company would fail its covenant test if tested this year. However, we don't expect the covenant to be triggered in our forecast. Anchor successfully extended the maturity of its asset-based lending (ABL) facility to September 2023 and does not have any material near-term maturities," S&P said. The negative outlook on Anchor reflects S&P's expectation that its liquidity will weaken over the next 12 months given the rating agency's forecast for negative cash flow generation coupled with management's plans for material capex (capex) spending during 2020, its challenged macroeconomic environment, and its large interest burden. The outlook also incorporates S&P's expectation that the company's leverage will remain around 8x and its interest coverage will be weak. "We could lower our ratings on Anchor if its cash flow generation weakens by more than we expect, leading it to make additional draws on the ABL and limiting its liquidity sources. This could occur due to a continued downturn in the company's end markets or if it is unable to re-sign key customers," S&P said. "While unlikely over the next 12 months, we could revise our outlook on Anchor to stable or raise our rating by one notch if it sustains positive FOCF generation. This could occur if the company materially improves its operations by expanding its customer base and EBITDA margins, leading it to maintain leverage of well below 8x on a sustained basis. In addition, we would require it to maintain EBITDA interest coverage of more than 1.5x before raising the rating," the rating agency said. APPLIED DNA: Agrees with Holder to Repay $1.7 Million Secured Notes ------------------------------------------------------------------- Applied DNA Sciences, Inc. entered into an agreement with the sole holder of its outstanding July 16, 2019, secured convertible notes for the repayment in full of the Notes, in an aggregate amount of approximately $1.7 million, representing the outstanding amount of the Notes plus interest through the scheduled maturity of the Notes. In conjunction, affiliates of the Holder will exercise warrants issued as part of the Company's Nov. 15, 2019, underwritten public offering for total proceeds to the Company of approximately $1.7 million. Not all of the Holder's 2019 Warrants will be exercised in connection with the repayment of the Notes. As a result of the repayment of the Notes, approximately $1.5 million of debt and liabilities will be extinguished from the Company's balance sheet, leaving the Company debt-free. In addition, the security interests in the Company's property granted to secure the Notes will be released. In connection with a warrant exercise agreement with affiliates of the Holder, in addition to the shares of common stock issued upon exercise of the 2019 Warrants by such affiliates, the Company will issue replacement warrants to such affiliates of the Holder in an amount equal to one half the amount of the 2019 Warrants exercised in connection with the Notes repayment. The Replacement Warrants have an exercise price equal to the closing price of the Company's common stock on Oct. 7, 2020. In addition, until Jan. 5, 2021, if affiliates of the Notes holder exercise additional 2019 Warrants, the Company will issue to such affiliates additional Replacement Warrants in an amount equal to one half the amount of such exercised warrants and with an exercise price equal to the closing price of the Company's common stock on the date the related 2019 Warrants are exercised. The Replacement Warrants will not be registered nor listed on any exchange but will be the subject of a registration rights agreement pursuant to which the Company agrees to file a registration statement with respect to the common stock underlying the Replacement Warrants. "The opportunistic elimination of our outstanding Notes preserves our cash balance to fund the execution of our COVID-19 diagnostics and testing strategy that we believe holds the potential to impact our growth trajectory positively," said Dr. James A. Hayward, president and CEO, Applied DNA Sciences. "Having built a solid strategic foundation and following the receipt of our first commercial contract for our COVID-19 diagnostic assay kits, we are working diligently to commercialize our testing-as-a-service program at our clinical laboratory subsidiary." About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $8.63 million for the year ended Sept. 30, 2019, compared to a net loss of $11.69 million for the year ended Sept. 30, 2018. As of June 30, 2020, the Company had $13.97 million in total assets, $5.20 million in total liabilities, and $8.78 million in total equity. ARANDELL HOLDINGS: Committee Hires Bayard P.A. as Co-Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Arandell Holdings, Inc., and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Bayard, P.A., as co-counsel to the Committee. The Committee requires Bayard, P.A. to: (a) in conjunction with Lowenstein Sandler LLP, provide legal advice where necessary with respect to the Committee's powers and duties and strategic advice on how to accomplish the Committee's goals, bearing in mind that the Court relies on Delaware counsel such as the Firm to be involved in all aspects of the bankruptcy proceedings; (b) draft, review, and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) assist and advise the Committee in its consultation with the Debtors and the U.S. Trustee relative to the administration of these cases; (d) draft, file, and serve documents as requested by Lowenstein Sandler and the Committee; (e) assist the Committee and Lowenstein Sandler, as necessary, in the investigation (including through discovery) of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation; (f) compile and coordinate delivery of information to the Court and the U.S. Trustee as required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines; (g) appear in Court and at any meetings of creditors on behalf of the Committee in its capacity as co-counsel with Lowenstein Sandler; (h) monitor the case docket and coordinating with Lowenstein Sandler and Berkeley Research Group, LLC on matters impacting the Committee; (i) participate in calls with the Committee; (j) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Lowenstein Sandler on any necessary responses; and (k) perform all other services assigned by the Committee, in consultation with Lowenstein Sandler, to Bayard, P.A. as co-counsel to the Committee, and to the extent the Firm determines that such services fall outside the scope of services historically or generally performed by the firm as co-counsel in a bankruptcy proceeding, the Firm will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest an opportunity to object. Bayard, P.A. will be paid at these hourly rates: Evan T. Miller, Esq. $750 Erin R. Fay, Esq. $575 Gregory J. Flasser, Esq. $425 Sophie E. Macon $400 Scott D. Jones, Esq. $350 Kristin McCloskey (paralegal) $295 Bayard, P.A. will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Committee and their professionals are currently in the process of formulating a detailed budget that is consistent with the form of budget attached to the UST Guidelines, recognizing that in the course of cases like these Chapter 11 Cases, it is highly likely that there may be a number of unforeseen fees and expenses that will need to be addressed by the Committee and their professionals. Erin R. Fay, partner of Bayard, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Bayard, P.A., can be reached at: Erin R. Fay, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 P.O. Box 25130 Wilmington, DE 19899 Tel: (302) 429-4242 E-mail: efay@bayardlaw.com About Arandell Holdings Arandell -- https://www.arandell.com/ -- is a commercial printing company that is located in Menomonee Falls, Wisconsin. The Company's largest customers are blue chip major retailers and recognized brands using direct mail catalogs to promote both in-store and e-commerce sales. Arandell's products and services include the production and delivery of higher-end catalogs and other promotional products along with related data analytics services supporting the needs of marketers. Arandell Holdings, Inc., based in Menomonee Falls, Wisconsin, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey presides over the case. In the petition signed by Bradley J. Hoffman, president and CEO, Arandell was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Steinhilber Swanson LLP, and Young Conaway Stargatt & Taylor, LLP, as counsel. Von Briesen & Roper S.C., is the Debtors' special corporate counsel; Harney Partners is the financial advisor; Promontory Point Capital is the investment banker; and BMC Group, Inc., is the claims and noticing agent. Lowenstein Sandler LLP, serves as counsel for the Committee, Bayard, P.A., serves as its local counsel, and PwC, its financial advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Arandell Holdings Inc. and its affiliates. The Committee hires Lowenstein Sandler LLP, and Bayard, P.A., as counsels. ARANDELL HOLDINGS: Committee Hires PwC as Financial Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Arandell Holdings, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain PricewaterhouseCoopers LLP, as financial advisor to the Committee. The Committee requires PwC to: a. advise and assist the Committee in its analysis of any proposed debtor in possession financing or use of cash collateral; b. advise and assist the Committee in the monitoring of the Debtors' short term cash flow, liquidity, and operating results; c. advise and assist the Committee in its review of financial related disclosures of the Debtors, including Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Ope+rating Reports; d. advise and assist the Committee in its review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; e. advise and assist the Committee in its review of any key employee retention and other employee benefit programs that may be proposed by the Debtors; f. advise and assist the Committee in its review of the Debtors' analysis with respect to the assumption or rejection of various executory contracts and leases; g. advise and assist the Committee in its review of the claims reconciliation and estimation process, including an entity and priority level assessment of claims; h. attend meetings and assist in discussions with the Debtors, the Committee, the U.S. Trustee, and any party in interest and their respective professionals, as requested by the Committee; i. advise and assist the Committee in the evaluation and analysis of potential avoidance actions, including fraudulent conveyances and preferential payments or transfers; j. advise and assist the Committee in its assessment of restructuring alternatives and estimated recoveries, including the review of any Plan of Reorganization and related Disclosure Statement, sale transactions or other restructuring transactions proposed by the Debtors; and k. render such other general business consulting or other such assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor. PwC will be paid at these hourly rates: Partner/Principal $750 Director $630 Manager/Senior Manager $490 to $560 Associate/ Senior Associate $180 to $400 PwC will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Fleming, a partner of PricewaterhouseCoopers LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. PwC can be reached at: Steven Fleming PricewaterhouseCoopers LLP 90 Park Avenue New York, NY 10016 Tel: (646) 818-6000 About Arandell Holdings Arandell -- https://www.arandell.com/ -- is a commercial printing company that is located in Menomonee Falls, Wisconsin. The Company's largest customers are blue chip major retailers and recognized brands using direct mail catalogs to promote both in-store and e-commerce sales. Arandell's products and services include the production and delivery of higher-end catalogs and other promotional products along with related data analytics services supporting the needs of marketers. Arandell Holdings, Inc., based in Menomonee Falls, Wisconsin, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey presides over the case. In the petition signed by Bradley J. Hoffman, president and CEO, Arandell was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Steinhilber Swanson LLP, and Young Conaway Stargatt & Taylor, LLP, as counsel. Von Briesen & Roper S.C., is the Debtors' special corporate counsel; Harney Partners is the financial advisor; Promontory Point Capital is the investment banker; and BMC Group, Inc., is the claims and noticing agent. Lowenstein Sandler LLP, serves as counsel for the Committee, Bayard, P.A., serves as its local counsel, and PwC, its financial advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Arandell Holdings Inc. and its affiliates. The Committee retained Lowenstein Sandler LLP, and Bayard, P.A., as counsels. ARANDELL HOLDINGS: Committee Taps Lowenstein Sandler as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Arandell Holdings, Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Lowenstein Sandler LLP, as counsel to the Committee. The Committee requires Lowenstein Sandler to: (a) advise the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; (e) assist the Committee in analyzing (i) the Debtors' pre- Petition financing, (ii) proposed use of cash collateral, and (iii) the Debtors' proposed debtor-in-possession financing ("DIP Financing"), the terms and conditions of the proposed DIP Financing and the adequacy of the proposed DIP Financing budget; (f) assist the Committee in its investigation of the liens and claims of the holders of the Debtors' pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (g) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (h) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in these Chapter 11 Cases; (i) represent the Committee at hearings and other proceedings; (j) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (k) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in these Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee's professionals, including Lowenstein Sandler; (l) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (m) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler will be paid at these hourly rates: Partners $630 - $1,450 Senior Counsel and Counsel $495 - $870 Associates $395 - $675 Paralegals $210 - $370 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Lowenstein Sandler expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Lowenstein Sandler reserves all rights. The Committee has approved Lowenstein Sandler's proposed hourly billing rates. Robert M. Hirsh, partner of Lowenstein Sandler LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Lowenstein Sandler can be reached at: Robert M. Hirsch, Esq. John P. Schneider, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 E-mail: rhirsh@lowenstein.com jschneider@lowenstein.com About Arandell Holdings Arandell -- https://www.arandell.com/ -- is a commercial printing company that is located in Menomonee Falls, Wisconsin. The Company's largest customers are blue chip major retailers and recognized brands using direct mail catalogs to promote both in-store and e-commerce sales. Arandell's products and services include the production and delivery of higher-end catalogs and other promotional products along with related data analytics services supporting the needs of marketers. Arandell Holdings, Inc., based in Menomonee Falls, Wisconsin, and its debtor-affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11941) on Aug. 13, 2020. The Hon. John T. Dorsey presides over the case. In the petition signed by Bradley J. Hoffman, president and CEO, Arandell was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Steinhilber Swanson LLP, and Young Conaway Stargatt & Taylor, LLP, as counsel. Von Briesen & Roper S.C., is the Debtors' special corporate counsel; Harney Partners is the financial advisor; Promontory Point Capital is the investment banker; and BMC Group, Inc., is the claims and noticing agent. Lowenstein Sandler LLP, serves as counsel for the Committee, Bayard, P.A., serves as its local counsel, and PwC, its financial advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Arandell Holdings Inc. and its affiliates. The Committee retained Lowenstein Sandler LLP, and Bayard, P.A., as counsel. BARRACUDA NETWORKS: S&P Affirms 'B-' ICR on Dividend Recap ---------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Barracuda Networks Inc. (Barracuda). At the same time, S&P affirmed its 'B-' issue-level rating on Barracuda's first-lien credit facility; the recovery rating on this debt is '3'. S&P assigned its 'CCC+' issue-level and '5' recovery ratings to the new second-lien term loan. The stable outlook reflects S&P's expectation that the company will maintain at least adequate liquidity, and generate sufficient cash flow to meet its debt-service obligations, while maintaining its funds from operations (FFO) to debt of over 4% over the next 12 months. Dividend recapitalization will keep leverage elevated, despite improving credit metrics. S&P Global Ratings-adjusted leverage remains high for Barracuda, and the rating agency expects the dividend transaction to raise leverage to approximately 10x as of the end of fiscal 2021. However, over the past few quarters, credit metrics have continued to improve because Barracuda's revenue growth and EBITDA margins have been stronger than S&P had expected. In particular, Barracuda's recent expense reduction program due to the pandemic has boosted EBITDA margins. Accordingly, the recent robust results have prompted a revision of S&P's base-case assumptions to incorporate mid- to high-single-digit revenue growth in fiscal 2021, and EBITDA margin expansion of over 400 basis points (bps) to approximately 27%. S&P's assumptions anticipate continued growth in Barracuda's subscription revenues as companies continue to prioritize cybersecurity spending. Looking ahead into fiscal 2022, S&P expects revenue growth to moderate into the mid-single-digit range, compressing leverage into the mid-9x area. Barracuda's high recurring revenue and diverse customer base provide strong cash flow visibility. Barracuda's increasing exposure to network and application security place the company in a good position to benefit from remote working trends. In addition, the network security market has remained resilient in the wake of the COVID-19 pandemic. S&P believes these trends will continue as security demands extend from on-premises and hybrid environments into cloud-based offerings. Nevertheless, Barracuda has a diverse customer base (over 200,000) and high recurring revenues (over 90%), which provide strong visibility over its cash flows. The company does, however, have a notable exposure to small and medium businesses (SMB), which may be more susceptible to financial pressures in the event of an economic downturn or second COVID-19 wave. Subscription focus and RSU repayments support margin expansion, but sponsor ownership remains a longer-term constraint. Barracuda's revenue growth over the past few years has been primarily driven by subscription growth as customers have broadly shifted away from appliance-based offerings. Over the long term, the company intends to focus on growing the higher-margin subscription business. "We anticipate continued revenue erosion in the appliance segment over the next few years, which should ultimately help to improve overall EBITDA margins. Nevertheless, we anticipate stable EBITDA margins of about 27% in fiscals 2021 and 2022, as we expect some normalization in the company's cost reduction measures initiated in response to the pandemic," S&P said. S&P's measure of adjusted leverage also includes a RSU balance of $17 million, which has declined significantly from $100 million at the time of Barracuda's leveraged buy-out transaction by Thoma Bravo (February 2018). Subsequently, the significant decline in RSUs outstanding in the past few quarters has supported its leverage profile, which S&P expects to improve further as the company pays down the remaining RSU balance over the next 12 to 24 months. "Our longer-term view of the company's financial position remains partially constrained by its sponsor ownership. In our opinion, the prospect of Barracuda sustainably deleveraging is limited, with EBITDA growth likely to be offset by the use of debt to further pursue opportunistic acquisitions or maximize shareholder returns," the rating agency said. The stable outlook reflects S&P's expectation that Barracuda will support its substantial debt burden through sustained revenue growth in core products, improving EBITDA margins, and recurring cash flow generation. S&P anticipates strong recurring revenue growth in its core product segments, which currently represent approximately 90% of recurring revenue. "We could lower the rating if Barracuda's performance suffers from sales execution missteps or slowing customer demand growth, leading to sustained high leverage or free cash flow approaching breakeven levels. We could also downgrade Barracuda if its sources of cash do not cover uses of cash," S&P said. "Barracuda's extremely high leverage and sponsor-ownership strongly limit the prospects for an upgrade over the next 12 months. However, over the longer term, we would look to sustained revenue growth, expanding EBITDA margins, and leverage maintained under 7x as factors for an upgrade. We could also consider an upgrade if Barracuda generates free operating cash flow to debt above 5% or the company prioritizes debt reduction," the rating agency said. BICOM NY: Court Dismisses Trustee's Clawback Suit vs Gryaznova -------------------------------------------------------------- Bankruptcy Judge Michael E. Wiles granted Defendant Irina Gryaznova's motion for summary judgment and dismissed the adversary proceeding captioned CRAIG R. JALBERT, in his capacity as the Liquidation Trustee, Plaintiff, v. IRINA GRYAZNOVA, Defendant, Adv. Pro. No. 19-1311 (Bankr. S.D.N.Y.). The temporary restraining order will be lifted insofar as it relates to Ms. Gryaznova. Judge Wiles held that the Trustee's arguments against Ms. Gryaznova on the "initial transferee" issue lacks merit. On August 18, 2020, at the conclusion of a hearing, the Court ruled on several motions and issues before it. The Court denied the motion filed by Craig R. Jalbert, the Liquidating Trustee, for summary judgment against defendant Irina Gryaznova, and denied Ms. Gryaznova's motion to dismiss based on an alleged lack of personal jurisdiction. However, the Court deferred ruling on Ms. Gryaznova's motion seeking summary judgment in her favor pending further briefing by the parties on the issue of whether Ms. Gryaznova was an "initial transferee" under section 550 of the Bankruptcy Code. The Court also allowed a restraining order to remain in effect as to Ms. Gryaznova pending a decision on the "initial transferee" issue. An order reflecting the Court's rulings was entered on August 24, 2020. Ms. Gryaznova and Alexander Boyko are citizens of the Russian Federation who visited a friend, Veniamin Nilva, in Florida in 2008. Ms. Gryaznova and Mr. Boyko decided that they wished to purchase a condominium in the same complex where Mr. Nilva lived, and that they would like to obtain permanent residency in the United States. Ms. Gryaznova sought to avail herself of the EB-5 program under which individuals could qualify for permanent residence by investing in a U.S. company as a way to create jobs for U.S. citizens. The process required her to maintain a U.S. bank account with a minimum balance of $10,000. Ms. Gryaznova argued that a social security number was needed to open a bank account. She argued that Mr. Nilva offered to open a bank account jointly with her (the Nilva-Gryaznova Account), that only Ms. Gryaznova's money was to be kept in the account, and that Mr. Nilva was only a "nominal" account holder. The Trustee disputed the contention that a social security number was needed to open a bank account and disputes the legal characterization of Mr. Nilva as a nominal account holder. However, the Trustee has not contested the assertion that only Ms. Gryaznova's money was to be kept in the account. The Nilva-Gryaznova Account was set up using Mr. Nilva's Florida address to receive and hold the monthly bank statements. There is no dispute that Ms. Gryaznova was aware of the existence of the joint account and that she had signatory authority with respect to the account. Mr. Nilva was a managing member of several automobile dealerships and holdings companies including BICOM NY, LLC, one of the debtors in these cases, and a non-debtor named Kings Automotive Holding LLC. BICOM and Kings Automotive each had bank accounts with JPMorgan Chase. BICOM also maintained a "floorplan financing" plan with Chase, which required BICOM to report all transfers made to ensure they were ordinary course of business transactions. BICOM breached its agreement with Chase by opening a separate bank account at Wells Fargo. The Wells Fargo account permitted the owners of BICOM to make transfers of BICOM funds without the knowledge of Chase even if such transfers were not being made in the ordinary course of business. In 2016 the owners of BICOM wished to transfer $1 million from BICOM to Kings Automotive. However, they knew that Chase would not permit such a transfer. In order to make a transfer from BICOM to Kings Automotive, while disguising the source of the funds, Mr. Nilva caused a check to be drawn on BICOM's Wells Fargo account in the amount of $1 million. The check was made payable to Ms. Gryaznova. Without Ms. Gryaznova's knowledge or consent, Mr. Nilva endorsed the check using his own signature and deposited it in the joint Nilva-Gryaznova account. "Simultaneously," Mr. Nilva also wrote a check against the joint account for the same amount ($1 million), which he made payable to Kings Automotive and which he deposited in a Kings Automotive bank account. The two checks were dated the same day (June 26, 2016). During the Hearing the Trustee's counsel confirmed that the Trustee does not dispute the contentions that (a) Ms. Gryaznova did not actually use any of the transferred funds, (b) Ms. Gryaznova did not know about the transfers until after this litigation was filed, (c) Mr. Nilva's intent was to make a transfer to Kings Automotive, and (d) the joint account was used by Mr. Nilva solely as a device to deceive Chase as to the origin of the funds that were being transferred by BICOM to Kings Automotive. The parties have argued that the decision by the Second Circuit Court of Appeals in In re Finley, Kumble, Wagner, Heine, Underberg, Manley, Myerson & Casey, 130 F.3d 52 (2d Cir. 1997), is controlling under the foregoing facts, though they reach opposite conclusions as to what result the Finley Kumble decision mandates. The Trustee argues that Ms. Gryaznova had legal "dominion or control" over the funds because she was a joint account owner and that Finley Kumble requires that Ms. Gryaznova be held strictly liable as an "initial transferee." Ms. Gryaznova argues that a "recipient" of funds is not necessarily a "transferee," and that under Finley Kumble her account was merely a conduit for the transfer of funds from BICOM to Kings Automotive. The Trustee continued to argue that Ms. Gryaznova should be held strictly liable for the transfer at issue. It is true, as the Trustee suggested, that if a person is an initial transferee then there is strict liability for transfers. The Trustee argued that under Finley Kumble any person who legally has "dominion and control" over an account into which funds are deposited is automatically to be regarded as a transferee. According to Judge Wiles, the problem with the Trustee's approach, in this case, is that it pushes legal fictions to extremes that make no sense and that are inconsistent with the teachings of the Finley Kumble decision. The whole point of having a "dominion and control" test is to ensure that treating someone as a "transferee" has some grounding in the realities of the underlying transaction. The Trustee asserted that Ms. Gryaznova's ownership of the account theoretically gave her unfettered control over the funds, but in the real world she had no such control at all. Ms. Gryaznova had no knowledge of the deposit, and the money was long gone before Ms. Gryaznova knew about it. Ms. Gryaznova actually had far less actual "control" over the use of the funds at issue than the broker had in the Finley Kumble case. Furthermore, the Trustee's argument about Ms. Gryaznova's alleged theoretical discretion over the funds ignores the check that Mr. Nilva "simultaneously" wrote to Kings Automotive. The issuance of that check created a legal obligation that had to be honored and denied Gryaznova the right to put the money to her own purposes. If the broker's agreement to transfer funds to an insurance company created a legal obligation that was sufficient to negate the broker's alleged "dominion and control" over funds that the broker received in the Finley Kumble case, then so too the simultaneous check written by Mr. Nilva to Kings Automotive created a legal obligation that had to be honored and that negated any "dominion and control" over the deposit that Ms. Gryaznova allegedly had by virtue of her rights as a joint account owner. The Trustee also argued that Ms. Gryaznova "made her own bed" by agreeing to have the joint account and that she now should bear the consequences, including strict liability as a deemed "transferee." But Ms. Gryaznova did nothing inherently wrong, illegal or tortious by having a joint bank account with Mr. Nilva. She admittedly did nothing to prompt Mr. Nilva's actions, did not join in them and did not actually benefit from them. The account was only supposed to be used for Ms. Gryaznova's funds; Mr. Nilva's actions (for his own nefarious purposes) were contrary to that agreement. Strict liability is appropriate as a way of redressing wrongs, not as a way of victimizing innocent parties. The notion that Mr. Gryaznova did something that warrants strict liability, and that she should be obligated to pay $1 million of her own funds because Mr. Nilva used her $10,000 account is without merit. A copy of the Court's Decision is available at https://bit.ly/3j78iTr from Leagle.com. About Bicom NY LLC BICOM NY, LLC dba Jaguar Land Rover Manhattan -- http://www.landrovermanhattan.com/-- is a dealer of Jaguar and Land Rover cars in New York City. ISCOM NY, LLC dba Maserati of Manhattan -- http://www.maseratiofmanhattan.com/-- is a retailer of Maserati cars in New York City. BICOM NY, and ISCOM NY and related entity Bay Ridge Automotive Company, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 17-11906 to 17-11908) on July 10, 2017. In the petitions signed by Gary B. Flom, manager, BICOM NY disclosed $37.37 million in total assets and $12.17 million in total liabilities as of the bankruptcy filing, and ISCOM NY disclosed $4.85 million in total assets and $5.33 million in total liabilities. Judge Michael E. Wiles presides over the cases. Eric J. Snyder, Esq., at Wilk Auslander LLP, is the Debtors' bankruptcy counsel. The Debtors hired Aboyoun & Heller, LLC, as special counsel; and JND Corporate Restructuring as administrative agent. On July 31, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. Moses & Singer, LLP, is the Committee's legal counsel. BLACK AND WHITE: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: Black and White Stripes, LLC 65 Bank Street, #1 New York, NY 10014 Chapter 11 Petition Date: October 15, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-12439 Debtor's Counsel: Todd S. Cushner, Esq. CUSHNER & ASSOCIATES, P.C. 399 Knowllwood Road Suite 205 White Plains, NY 10603 Tel: (914) 600-5502 Fax: (914) 600-5544 Email: todd@cushnerlegal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mauro La Villa, managing member. A copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EC2YEJI/Black_and_White_Stripes_LLC__nysbke-20-12439__0001.0.pdf?mcid=tGE4TAMA BLESSINGS INC: Lewis Roca Represents Abraham Mayorquin, 4 Others ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Lewis Roca Rothgerber Christie LLP submitted a verified statement to disclose that it is representing Abraham Mayorquin; Viviana Lopez; ADAB Ocean Harvest LLC; ADAB Ocean Harvest, S. De R.L. De CV; and Pacific Ocean Harvest S. De R.L. De CV in the Chapter 11 cases of Blessings, Inc. LRRC represents the Clients in their capacity as it relates to Blessings whether as creditor, insider, affiliate, defendant or otherwise. LRRC does not represent or purport to represent any other entities in connection with the Blessings Chapter 11 case. LRRC does not represent the Clients as a "committee" and does not undertake to represent the interests of, and is not fiduciary for, any creditor, party in interest or other entity that has not agreed to representation by LRRC. The Clients do not represent or purport to represent any other entities in connection with the Blessings Chapter 11 case, to the best of the undersigned's knowledge. Each Client does not represent the interests of, nor act as a fiduciary for, any person or other entity other than itself in connection with the Blessings Chapter 11 case, or as a disclosed officer or director, to the best of the undersigned's knowledge. Upon information and belief formed after due inquiry, LRRC does not hold any disclosable economic interests in relation to Blessings. As of Oct. 9, 2020, the names and addresses of each of the Clients are: Abraham Mayorquin Viviana Lopez 7989 West Ironwood Reserve Court Tucson, AZ 85743 ADAB Ocean Harvest LLC 7989 West Ironwood Reserve Court Tucson, AZ 85743 ADAB Ocean Harvest, S. De R.L. De CV 7989 West Ironwood Reserve Court Tucson, AZ 85743 Pacific Ocean Harvest S. De R.L. De CV 7989 West Ironwood Reserve Court Tucson, AZ 85743 The undersigned verifies that the foregoing is true and correct to the best of his knowledge based upon the business records of LRRC. Nothing contained in this verified statement is intended or shall be construed to constitute: (i) a waiver or release of the rights of any Client to have any final order entered by, or other exercise of the judicial power of the United States performed by, an Article III Court; (ii) a waiver or release of the rights of any Client to have any and all final orders in any and all non-court matters entered only after de novo review by a United States District Judge; (iii) consent to the jurisdiction of the Court over any matter; (iv) an election of remedy; (v) a waiver or release of the rights of any Client may have to a jury trial; (vi) a wavier or release of the right to move to withdraw the reference with respect to any matter or proceeding that may be commenced in this Chapter 11 case against or otherwise involving the Clients; or (vii) a waiver or release of any other rights, claims, actions, defenses, setoffs or recoupments to which any Client is or may be entitled to, in law or in equity, under any agreement or otherwise, with all such rights, claims, actions, defenses, setoffs or recoupments deemed expressly reserved. LRRC reserves the right to amend or supplement this verified statement in accordance with the requirements of Bankruptcy Rule 2019 at any time in the future. Counsel for ADAB Ocean Harvest, S. De R.L. De CV et al. can be reached at: Lewis Roca Rothgerber Christie LLP Robert M. Charles, Jr., Esq. One South Church Avenue, Suite 2000 Tucson, AZ 85701-1611 Tel: (520) 629-4427 Fax: (520) 622-3088 Email: RCharles@lrrc.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/318oJZm and https://bit.ly/3dunk4t About Blessings Inc. Blessings, Inc., sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-10797) on Sept. 24, 2020. John C. Smith of SMITH & SMITH PLLC is serving as counsel to the Debtor. The Debtor disclosed total assets of $3,889,514 and total liabilities of $6,770,256 as of August 31, 2020. BORDEN DAIRY: Morris, Sidley Update List of Unsecured Claimants --------------------------------------------------------------- In the Chapter 11 cases of Borden Dairy Company, et al., the law firms of Morris James LLP and Sidley Austin LLP submitted a first amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Official Committee of Unsecured Creditors that they are representing. On January 5, 2020, the United States Trustee for Region 3 appointed the Committee pursuant to Sections 1102(a) and (b) of title 11 of the United States Code. The Committee consisted of the following five members: (i) Central States, Southeast and Southwest Areas Pension Fund; (ii) Tetra Pak, Inc.; (iii) Packaging Corporation of America; (iv) Silgan White Cap LLC; and (v) International Brotherhood of Teamsters. On January 22, 2020, the Committee filed its Verified Statement of the Official Committee of Unsecured Creditors Pursuant to Bankruptcy Rule 2019. [Dkt. No. 170]. This First Amended Statement amends and replaces the Initial Verified Statement. On May 25, 2020, Silgan resigned from the Committee. On September 22, 2020, Teamsters resigned from the Committee. The United States Trustee has been informed of these resignations. Due to the resignations of Silgan and Teamsters, the Committee now consists of the following three members: (i) Central States, Southeast and Southwest Areas Pension Fund; (ii) Tetra Pak, Inc.; and (iii) Packaging Corporation of America. As of Oct. 14, 2020, the Committee members and their disclosable economic interests are: Central States, Southeast and Southwest Areas Pension Fund 8647 W. Higgins Rd. Chicago, IL 60631 * Central States holds a general unsecured claim for withdrawal liability pursuant to 29 U.S.C. §§ 1381 and 1383 against each one of the Debtors, jointly and severally, in the estimated amount of $39,448,570.32. Tetra Pak, Inc. 3300 Airport Rd. Denton, TX 76207 * Tetra Pak, Inc. holds administrative claims and general unsecured claims in the aggregate amount of no less $3,769,422.69 arising from its position as a trade creditor and contract counterparty. Packaging Corporation of America 1 N. Field Ct, Lake Forest IL, 60045 * Packaging Corporate of America holds administrative claims and general unsecured claims in the aggregate amount of no less than $2,079,004.01 arising from its position as a trade creditor and contract counterparty. Nothing contained in this First Amended Verified Statement should be construed as a limitation upon, or waiver of, any Committee members' rights to assert, file and/or amend its claim(s) in accordance with applicable law and any orders entered in this case establishing procedures for filing proofs of claim. The Committee reserves the right to amend or supplement this First Amended Verified Statement in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel to Official Committee of Unsecured Creditors can be reached at: MORRIS JAMES LLP Eric J. Monzo, Esq. Carl N. Kunz, III, Esq. Brya M. Keilson, Esq. 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Fax: (302) 504-1750 Email: emonzo@morrisjames.com ckunz@morrisjames.com bkeilson@morrisjames.com SIDLEY AUSTIN LLP Michael G. Burke, Esq. 787 Seventh Ave New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: mgburke@sidley.com - and - Matthew A. Clemente, Esq. Genevieve G. Weiner, Esq. Michael Fishel, Esq. SIDLEY AUSTIN LLP One South Dearborn Street Chicago, IL 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 Email: mclemente@sidley.com gweiner@sidley.com mfishel@sidley.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3lWR7Wf and https://bit.ly/3j6Jjzt About Borden Dairy Borden Dairy Company -- http://www.bordendairy.com/-- is a processor and direct-to-store distributor of fresh fluid milk, dairy case products and other beverages. It produces and distributes a wide variety of branded and private label traditional, flavored and specialty milk, buttermilk, dips and sour cream, juices, tea, and flavored drinks to mass merchandisers, educational institutions, food service retailers, grocery stores, drug stores, convenience stores, food and beverage wholesale distributors, and retail warehouse club stores across the United States. Headquartered in Dallas, Borden Dairy operates 12 milk processing plants and nearly 100 branches across the U.S. It was founded in 1857 by Gail Borden, Jr. Borden Dairy and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10010) on Jan. 5, 2020. Judge Christopher S. Sontchi oversees the case. Borden Dairy was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Arnold & Porter Kaye Scholer LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as special counsel; and Donlin Recano as the claims agent. BOY SCOUTS: Monzack, Brown 2nd Update on Coalition Members ---------------------------------------------------------- In the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC, the law firms of Monzack Mersky Browder and Hochman, P.A. and Brown Rudnick LLP submitted a supplement to the Second Amended Verified Statement of Coalition of Abused Scouts for Justice under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Coalition members that they are representing. This Supplement is intended to fully address the concerns raised by the U.S. Trustee, as of the date of this Supplement, to the Coalition's Rule 2019 disclosures. See D.I. 1429, D.I. 1053 & D.I. 1106. The Coalition acknowledges that it does only and will only represent the individual Sexual Abuse Survivors for which it has received a signed Request for Written Acknowledgement consenting to and acknowledging the Coalition Counsel's authority to act on behalf of the collective interest of the Coalition Members. The Coalition shall file an amended Rule 2019 statement with a revised Exhibit A within seven days hereof, or as may otherwise be directed by the Court, which amended Rule 2019 statement shall only include individual Sexual Abuse Survivors that have executed the Affirmative Consent and will not include clients of State Court Counsel that have not executed the Affirmative Consent and will not include clients of State Court Counsel that have not executed the Affirmative Consent. The Coalition will allow the U.S. Trustee to audit those consents by requesting a sampling of the U.S. Trustee's choosing. The Coalition acknowledges that neither it nor State Court Counsel will charge back the fees of any of the Coalition's professionals to the individual survivors in any way, including by reducing an individual survivor's claim distribution; provided, however, that the Coalition expressly reserves its right to seek a "substantial contribution" claim and/or seek reimbursement for the fees and expenses incurred by Coalition Counsel under a chapter 11 plan. Nothing herein is intended to prejudice or limit the Coalition’s right to seek such claim or reimbursement, and nothing herein is intended to limit the U.S. Trustee's right to object to such claim or reimbursement. The State Court Counsel will provide notice to their Sexual Abuse Survivor clients of the change in payment terms resulting from Paragraph 2 above, if any, in accordance with their ethical obligations in any applicable jurisdiction, either through the Affirmative Consents or otherwise. The Coalition acknowledges that its Rule 2019 Statements do not in any way prejudice any party's right to raise, in the Bankruptcy Court or elsewhere, any ethical or other issue that might arise or have arisen from the Coalition's Rule 2019 disclosures and the Coalition's formation or actions. Counsel to the Coalition of Abused Scouts for Justice can be reached at: MONZACK MERSKY BROWDER AND HOCHMAN, P.A. Rachel B. Mersky, Esq. 1201 North Orange Street Suite 400 Wilmington, DE 19801 Tel: (302) 656-8162 Fax: (302) 656-2769 Email: rmersky@monlaw.com BROWN RUDNICK LLP David J. Molton, Esq. Eric R. Goodman, Esq. Seven Times Square New York, NY 10036 Tel: (212) 209-4800 Email: DMolton@BrownRudnick.com EGoodman@BrownRudnick.com - and - Sunni P. Beville, Esq. Tristan G. Axelrod, Esq. One Financial Center Boston, MA 02111 Tel: (617) 856-8200 Email: SBeville@BrownRudnick.com TAxelrod@BrownRudnick.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/343wL7C About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets at least $500 million in liabilities as of the bankruptcy filing. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. CBL & ASSOCIATES: Appoints New Member to Special Committee ---------------------------------------------------------- Scott D. Vogel was appointed as a member of the Special Committee of the Board of Directors of CBL & Associates Properties, Inc., effective Oct. 14, 2020. About CBL Properties CBL & Associates Properties, Inc. -- http://www.cblproperties.com -- is a self-managed, self-administered, fully integrated REIT. The Company owns, develops, acquires, leases, manages, and operates regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office and other properties. The Company's Properties are located in 26 states, but are primarily in the southeastern and midwestern United States. The Company has elected to be taxed as a REIT for federal income tax purposes. CBL & Associates reported a net loss of $131.72 million for the year ended Dec. 31, 2019, compared to a net loss of $99.23 million for the year ended Dec. 31, 2018. As of June 30, 2020, CBL & Associates had $4.65 billion in total assets, $4 billion in total liabilities, $525,000 in redeemable common units, and $653.74 million in total capital. * * * As reported by the TCR on June 1, 2020, Moody's Investors Service downgraded the ratings of CBL & Associates Limited Partnership, including the corporate family rating to 'Ca' from 'Caa1' and senior unsecured debt to 'C' from 'Caa3'. The rating downgrade reflects Moody's expectation that CBL's liquidity profile will erode rapidly in the next two quarters. CBL & ASSOCIATES: Further Extends Petition Deadline to November 2 ----------------------------------------------------------------- CBL Properties reports that the Petition Date under the Restructuring Support Agreement has been extended from Oct. 15, 2020 to Nov. 2, 2020. The RSA was entered into on Aug. 18, 2020, with certain beneficial owners and/or investment advisors or managers of discretionary funds, accounts, or other entities representing in excess of 60%, including joining noteholders added pursuant to joinder agreements, of the aggregate principal amount of the Operating Partnership's 5.25% senior unsecured notes due 2023, the Operating Partnership's 4.60% senior unsecured notes due 2024 and the Operating Partnership's 5.95% senior unsecured notes due 2026. The Company is continuing collaborative negotiations with its senior, secured lenders and the Noteholders to attempt to reach a consensual arrangement with both parties. In the event that such an arrangement were reached, the Company and the Noteholders would amend the RSA to include its senior, secured lenders. The agreement may be amended by the Company and with the consent of noteholders representing at least 75% of the Unsecured Notes that are held by noteholders that are party to the RSA. As discussions with its lenders continue, the Company has elected to not make the $6.9 million interest payment due and payable on Oct. 15, 2020, with respect to the 2024 Notes. Under the indenture governing the 2024 Notes, the Operating Partnership has a 30-day grace period to make the Interest Payment before the nonpayment is considered an "event of default" with respect to the 2024 Notes. About CBL Properties CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated REIT. The Company owns, develops, acquires, leases, manages, and operates regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, office and other properties. The Company's Properties are located in 26 states, but are primarily in the southeastern and midwestern United States. CBL & Associates reported a net loss of $131.72 million for the year ended Dec. 31, 2019, compared to a net loss of $99.23 million for the year ended Dec. 31, 2018. As of June 30, 2020, CBL & Associates had $4.65 billion in total assets, $4 billion in total liabilities, $525,000 in redeemable common units, and $653.74 million in total capital. * * * As reported by the TCR on June 1, 2020, Moody's Investors Service downgraded the ratings of CBL & Associates Limited Partnership, including the corporate family rating to 'Ca' from 'Caa1' and senior unsecured debt to 'C' from 'Caa3'. The rating downgrade reflects Moody's expectation that CBL's liquidity profile will erode rapidly in the next two quarters. CEC ENTERTAINMENT: $200MM DIP Loan, Cash Collateral Use OK'd ------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized CEC Entertainment Inc. and affiliates to, among other things, use cash collateral and obtain DIP financing on a final basis. The Debtors are authorized to borrow, and the Guarantors are authorized to guarantee, borrowings of up to an aggregate principal amount of $200 million in DIP loans, plus interest, fees, indemnities and other expenses and other amounts provided for in the DIP Credit Agreement. The Debtors previously obtained interim authority to use cash collateral and obtained DIP financing for working capital and other general corporate purposes. The Debtors have obtained commitments by lenders holding more than two-thirds of the loans under the Debtors' Prepetition Credit Agreement to support a value-maximizing chapter 11 plan and to provide a $200 million debtor-in-possession loan facility to fund the Debtors' continued operations, the prosecution of a plan, and the expenses of administering these cases. With sufficient cash to operate their business and ensure the administrative solvency of the cases, and a clear path to exit chapter 11, the Debtors believe they are poised for a successful restructuring. As of the Petition Date, the Prepetition Secured Parties hold valid and enforceable prepetition claims against the Debtors in an aggregate amount equal to: (a) $756.2 million in aggregate principal amount of term loans (inclusive of approximately $30.4 million of original issue discount) plus (b) $113.96 million in aggregate principal amount of revolving loans (including obligations related to the Prepetition Letter of Credit) (c) accrued and unpaid interest and all unpaid fees, costs, expenses (including any attorneys', financial advisors', and other professionals' fees and expenses), premiums (if any), reimbursement obligations, indemnification obligations, contingent obligations, and all other charges of whatever nature, whether or not contingent, whenever arising, due, or owing, and all other Obligations owing under or in connection with Prepetition Loan Documents whether arising prepetition or postpetition, including accrued and unpaid postpetition interest at the default rate. The Consenting Creditors are advised by Akin Gump Strauss Hauer & Feld LLP and Houlihan Lokey Capital, Inc. The Prepetition Secured Parties are granted additional and replacement valid and perfected replacement security interests in and liens upon all of the DIP Collateral of the Debtors that are Principal Obligors and administrative expense claims in each of the Chapter 11 Cases ahead of and senior to any and all other administrative expense claims in the Cases to the extent of the Adequate Protection Obligations, but junior to the Carve-Out and the DIP Superpriority Claims. As further adequate protection, the Principal Obligors are authorized and directed to pay all outstanding reasonable and documented fees and out-of-pocket expenses whether incurred before or after the Petition Date, to the extent not duplicative of any fees and/or expenses in the amount of $3,750,000 and potentially a "Discretionary Fee" in the amount of up to $1,000,000. A copy of the Debtors' motion is available at https://bit.ly/2ZDFAlV from PacerMonitor.com. A copy of the Final Court Order is available at https://bit.ly/3nTwa0h from PacerMonitor.com. About CEC Entertainment Inc. CEC Entertainment -- http://www.chuckecheese.com-- is a family entertainment and dining company that owns and operates Chuck E. Cheese and Peter Piper Pizza restaurants. As of Dec. 31, 2019, CEC Entertainment and its franchisees operated a system of 612 Chuck E. Cheese restaurants and 129 Peter Piper Pizza stores, with locations in 47 states and 16 foreign countries and territories. As of Dec. 29, 2019, CEC Entertainment had $2.12 billion in total assets, $1.90 billion in total liabilities, and $213.78 million in total stockholders' equity. On June 24, 2020, CEC Entertainment and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33163). Judge Marvin Isgur oversees the cases. The Debtors have tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel, FTI Consulting, Inc. as financial advisor, PJT Partners LP as investment banker, Hilco Real Estate, LLC as real estate advisor, and Prime Clerk, LLC, as claims, noticing and solicitation agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 13, 2020. The committee has tapped Kelley Drye & Warren, LLP and Womble Bond Dickinson (US), LLP as its legal counsel, and Alvarez & Marsal North America, LLC as its financial advisor. CENTURION PIPELINE: S&P Lowers Senior Secured Rating to 'BB' ------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on U.S.-based midstream company Centurion Pipeline Co. LLC's senior secured term loans to 'BB' from 'BB+' and revised its recovery rating on the loans to '2' from '1'. The '2' recovery rating indicated its expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. S&P affirmed its 'BB-' issuer credit rating and stable outlook on the company. S&P said, "We no longer view EnCap Flatrock Midstream as a financial sponsor. We generally expect financial sponsors to have aggressive policies, using financial leverage to generate high returns on an investment within a short holding period. Centurion Pipeline has been wholly owned by EnCap Flatrock Midstream since 2018. During this time, the company has kept its leverage low with a debt to EBITDA ratio below 3.0x. While we expect that its leverage will rise above 3.5x in 2020 before declining to the 3.0x-3.5x range in 2021, we do not expect that EnCap Flatrock Midstream will aggressively increase Centurion's leverage over the long term. Despite EnCap Flatrock Midstream's history of a 3-5 year holding period for their realized investments, we believe that the more conservative credit measures outweigh the shorter holding period and differentiate EnCap Flatrock Midstream's rated portfolio companies in comparison to the other financial-sponsor-owned companies that we rate." The company has limited scale scope and diversification, given its focus on oil transportation in the Permian basin and some customer concentration risk. S&P said, "The company has limited scale compared to 'BB-' peers given our expectation for annual adjusted EBITDA of about $120 million this year, its relatively small footprint within the Permian basin, its focus on oil transportation, and its dependence on Occidental Petroleum (Oxy), which accounted for 62% of Centurion Pipeline's revenue in 2019. We currently rate Oxy 'BB+' on CreditWatch negative due to its high debt burden following the 2019 acquisition of Anadarko and its refinancing risk. However, Centurion benefits from good baseline revenue and has a large minimum revenue commitment from Oxy's affiliate, Occidental Energy Marketing Inc. (OEMI) and a long-term fixed-price contract with an investment-grade counterparty, which mitigates its volumetric risk. We do not expect there to be any changes to the minimum revenue commitment agreement and anticipate that future growth projects will enable Centurion to further diversify its customer base." The company's growth projects, including the Wink to Webster and Augustus pipelines, will provide it with additional volumes and EBITDA growth starting in 2021. Centurion's growth projects represent strategic extensions in its current footprint in Texas and New Mexico and include the Augustus and Wink to Webster pipelines. The Augustus Pipeline is scheduled to commence operations in December 2020 and will have an initial capacity of up to 150,000 barrels per day. It will connect Centurion's existing Midland terminal to multiple long-haul pipelines for delivery to the Houston and Corpus Christi markets in Texas. The company is also one of the sponsors of the Wink to Webster Pipeline, which will connect with its footprint in the Midland basin. S&P said, "Wink to Webster began operations from Midland to Houston in October 2020, but we expect to see the bulk of revenues begin to materialize in 2021. This pipeline will have capacity of about one million barrels per day. Both of these projects are supported by long-term fee-based commitments with largely investment-grade counterparties. We believe these projects will provide a cost-effective option for shippers to move production volumes from the Permian Basin to market destinations in Texas. We expect Centurion to spend over $150 million on these projects over the next two years, which the company will likely fund with operating cash flow and debt. Its leverage may increase slightly because of these investments, though we do not expect it to affect our rating." Centurion's volumes and EBITDA will weaken in 2020, due to the sharp decline in commodity prices and reduced demand stemming from the coronavirus pandemic, before rebounding in 2021. The company's footprint spans the Permian basin, where the break-even prices for its main exploration and production (E&P) customers are about $35-$40 per barrel (bbl). S&P said, "Given our West Texas Intermediate (WTI) crude oil price assumptions of $35/bbl in 2020 and $45/bbl in 2021 and 2022, we believe its customers will continue to push volumes onto its system, which will support its business prospects over the next few years. However, we expect Centurion's revenues to decline by about 20%-25% this year due to the reduced volumes across its system. This is primarily because of the lower-than-expected level of drilling activity coupled with the production shut-ins of oil wells across oil-weighted basins, including the Permian. While most of the shut-ins in the Permian have been brought back online, drilling remains at very low levels, which will reduce the company's volumes. Centurion has managed its cash flows by reducing its capital spending to $200 million in 2020 from its prior expectation of $300 million. We expect its leverage to average about 3x through 2021, which is in line with our previous forecast. Our base-case forecast assumes a modest recovery in 2021 as Centurion's growth projects become operational." "The stable outlook on Centurion reflects our view that its long-term fixed-fee contracts with creditworthy counterparties will provide it with some insulation from market risks and macroeconomic forces over the next few years. It is also based on our expectation that the company will complete its growth projects on-time and on-budget while maintaining its system utilization through new customer contracts and contract extensions. We expect Centurion's debt to EBITDA to average about 3x through 2021 as the company levers up to fund its capital expenditures (capex), though we expect it to deleverage over time." "We would consider taking a negative rating action if Centurion's various growth projects experience delays or cost overruns or if operational issues increase its operating costs or re-contracting risk. We would also consider a negative rating action if the company increases its leverage such that its debt to EBITDA rises above 5x on a sustained basis." "While unlikely, we would consider taking a positive rating action if Centurion's business risk improved, which would likely coincide with a higher level of contracted revenue and/or an expansion in its scale, scope, and diversification, while it maintains a similar level of leverage." CFRA HOLDINGS: 41 IHOP Restaurants Now Run by Sun Holdings ---------------------------------------------------------- Bret Thorn of Nation's Restaurant News reports that Guillermo Perales' Sun Holdings Inc. has bought 41 locations of IHOP from a franchisee that went bankrupt this spring. The restaurants, which are now owned by Sun Holdings subsidiary Suncakes LLC, are in Tennessee, North Carolina, Virginia and South Carolina and were previously owned by CFRA Holdings, which filed for Chapter 11 Bankruptcy protection in May and closed 49 IHOP restaurants. Ownership was transferred in July 2020, according to a statement from IHOP, which is a subsidiary of Glendale, Calif.-based Dine Brands Global. These are the first IHOP restaurants owned by Dallas-based Sun Holdings, which is one of the United States' largest franchisees with more than 1,000 locations including Burger King, Popeyes, Arby's, Cicis, Golden Corral and Krispy Kreme restaurants, as well as GNC stores and T-Mobile locations. Most of Sun Holdings' locations are in Florida and Texas. IHOP president Jay Johns said Perales' purchase of IHOP restaurants underscored the brand's potential. "As the owner and operator of multiple iconic brands, Suncakes' investment in IHOP reinforces the strength of our franchise opportunity and the future viability of our business," he said. "We are thrilled to welcome Guillermo and the Suncakes team to the IHOP family and are confident that their immense industry and brand expertise will undoubtedly yield success." For his part, Perales said IHOP had been enjoying considerable momentum before the family-dining chain was affected by the novel coronavirus pandemic. "We take great pride in joining IHOP, an iconic brand that has built significant momentum in the industry in recent years," Perales said. "Our goal is to ensure that each and every guest that walks into one of our restaurants receives the quality service and familiar experience they've come to expect from IHOP for over 60 years." Although IHOP was badly hurt by the coronavirus pandemic and related dining-room closures, same-store sales steadily improved for 12 consecutive weeks during the second quarter of 2020. The decline went from 81.5% to 34.4% over the course of the quarter. During the second quarter earnings call, Johns said IHOP was well poised as the economy recovered because the chain's customers had learned to use it for off-premise dining, which they hadn't done before the pandemic. "If we can maintain even half of the increase we've gotten on that, and get our dining rooms back with full capacity ... that's going to lead to higher profits," he told investors. Parent company Dine Brands is scheduled to announce third-quarter results on Oct. 28, 2020. About CFRA Holdings CFRA Holdings, LLC, formerly known as CFRA Restaurant Holdings Inc., and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-03608) on May 6, 2020. The petitions were signed by Tim J. Pruban, the Debtors' chief restructuring officer. At the time of the filing, the Debtors disclosed estimated assets of $10 million to $50 million and estimated liabilities of the same range. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as their counsel. CHINESEINVESTORS.COM INC: Examiner Hires Grobstein as Accountant ---------------------------------------------------------------- Howard B. Grobstein, the Chapter 11 Examiner of Chineseinvestors.com, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple LLP, as accountant to the Examiner. The Examiner requires Grobstein to: a. obtain and evaluate financial records; b. evaluate assets and liabilities of the Debtor and Estate; c. evaluate tax issues related to the Debtor and Estate; d. provide litigation consulting if required; and e. provide accounting and consulting services requested by the Examiner and his counsel. Grobstein will be paid at these hourly rates: Partners $315 to $505 Managers $275 to $350 Staffs $85 to $250 Grobstein will also be reimbursed for reasonable out-of-pocket expenses incurred. Joshua R. Teeple, a partner of Grobstein Teeple LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Grobstein can be reached at: Joshua R. Teeple GROBSTEIN TEEPLE LLP 23832 Rockfield Boulevard, Suite 245 Lake Forest, CA 92630 Tel: (949) 381-5655 Fax: (949) 381-5665 E-mail: jteeple@gtllp.com About Chineseinvestors.com Chineseinvestors.com, Inc. was established as an 'in language' (Chinese) financial information web portal that provides information about US Equity and Financial Markets, as well as other financial markets. Chineseinvestors.com, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-15501) on June 18, 2020. In the petition signed by Wei Warren Wang, CEO, the Debtor disclosed $2,655,736 in assets and $11,574,081 in liabilities. Rachel M. Sposato, Esq., at THE HINDS LAW GROUP, is the Debtor's counsel. CHOBANI LLC: S&P Rates Term Loan, Revolving Credit Facility 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level and '3' recovery ratings to Norwich, N.Y.-based yogurt manufacturer Chobani Global Holdings Inc.'s subsidiary Chobani LLC's proposed $500 million first-lien senior secured term loan maturing 2027 and $150 million senior secured revolving credit facility with maturing 2024. The '3' recovery rating indicates S&P's expectation for meaningful (rounded estimate: 65%) recovery in the event of payment default. The proposed term loan, together with a senior secured notes issuance, will refinance the company's existing $825 million senior secured term loan, keeping the amount of senior secured debt in the company's capital structure largely unchanged. Chobani develops, markets, and distributes Greek yogurt products under its Chobani brand. Chobani is a niche player in a highly competitive industry, and it competes with larger players such as Danone and General Mills Inc. Before 2020, the U.S. yogurt industry experienced declining volumes due to the competitive environment and consumers turning away from Greek yogurt. To counter these U.S. trends, Chobani is innovating and introducing products in adjacent categories, such as Chobani Oat, which has been the third-largest brand in the oat-beverage category since its launch in early 2020. Chobani remains well-positioned in the pandemic-related economic landscape because consumers are eating and cooking more at home. However, S&P expects a modest EBITDA decline in 2020, primarily from a mix shift to larger product sizes and higher costs such as labor, COVID-19-related safety expenses, and higher marketing expenditures in the second half of 2020. S&P expects higher capacity utilization and lower milk prices in the second half of the year will offset this. Due to ongoing investments in new products, residual investments left in its enterprise resource planning systems, and other operating efficiency initiatives, S&P expects capital expenditure (capex) to remain elevated. Capex in the first half of 2020 totaled $53 million, and the rating agency expects full-year capex to total $80 million-$85 million. This will result in negative to breakeven free operating cash flow in 2020, EBITDA cash interest coverage remaining near 2x, and leverage remaining above 10x (or above 7x, excluding the company's preferred equity, which S&P considers debt because the rating agency does not view it as permanent capital and it is closely held instead of widely syndicated). CHRISTOPHER D COLLINS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Christopher D. Collins, M.D., P.A. dba Collins Advanced Dermatology Institute 311 South US Hwy 183 Leander, TX 78641 Business Description: Christopher D. Collins, M.D., P.A. is a medical group practice located in Leander, Texas that specializes in dermatology. Chapter 11 Petition Date: October 16, 2020 Court: United States Bankruptcy Court Western District of Texas Case No.: 20-11136 Judge: Hon. Tony M. Davis Debtor's Counsel: Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. MoPac Expwy., Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Email: ssather@bn-lawyers.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher D. Collins, M.D., CFO. A 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/HB2CPOI/Christopher_D_Collins_MD_PA__txwbke-20-11136__0001.0.pdf?mcid=tGE4TAMA CINEMEX USA: Oct. 19 Auction of Substantially All Assets Set ------------------------------------------------------------ Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida has entered an order authorizing Cinemex USA Real Estate Holdings, Inc. and its affiliates to extend certain deadlines, including those contained in the Corrected Order approving bidding procedures in connection with the auction sale of substantially or all of their assets. The Deadlines are modified as follows: a. Deadline for the Debtors to identify Stalking Horse Bidder (if any) and ask Court approval of Bid Protections (if any) - Oct. 1, 2020 b. Deadline for the Debtors to file and serve Amended or Supplemental Notices of Assumption Notice and Designated Contracts List - Oct. 16, 2020 c. Deadline to File Motion to Approve Sale - The Debtors will ask approval in concert with confirmation rather than file a motion to approve sale d. Contract Objection Deadline - Oct. 27, 2020 e. Bid Deadline - Oct. 16, 2020 at 5:00 p.m. (ET) f. Auction - Oct. 19, 2020 at 1:00 p.m. (ET) g. Deadline for the Debtors to serve Post-Auction Notice - Oct. 20, 2020 h. Sale Objection Deadline - Same as deadline to object to plan confirmation to be set at disclosure statement hearing i. Debtors' Response Deadline to all Sale Objections - Same as deadline to respond to plan objections to be set at disclosure statement hearing j. Sale Hearing - To occur at confirmation k. Disclosure Statement Hearing - Oct. 27, 2020 at 9:30 a.m. (ET) l. Plan Confirmation Hearing - TBD Other than as expressly provided, the Order does not modify any of the terms of the Bidding Procedures Order. The Court will retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of the Order. A copy of the Bidding Procedures and the Notices is available at https://tinyurl.com/y6aj5wy7 from PacerMonitor.com free of charge. About Cinemex Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA, Inc., a company that operates a movie theater chain, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-14695 and 20-14696) on April 25, 2020. On April 26, 2020, CB Theater Experience, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-14699). The cases are jointly administered under Case No. 20-14695. At the time of the filing, Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. The Debtors tapped Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP as bankruptcy counsel; Province, Inc. as financial advisor; and Omni Agent Solutions as noticing, balloting and administrative agent. The U.S. Trustee for Region 21 appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Berger Singerman, LLP. CLYDE J. SUTTON, JR: Oct. 29 Hearing on Shelbyville Property Sale ----------------------------------------------------------------- Judge Nicholas W. Whittenburg of the U.S. Bankruptcy Court for the Eastern District of Tennessee will convene a telephonic hearing on Oct. 29, 2020 at 10:30 a.m. (EDT), Telephone Number: (877) 810-9415, Access Code: 1138859, to consider the proposed sale by Clyde James Sutton, Jr. and Alice Carolyn Sutton of their real property located at real property located at 107 Reese Street, Shelbyville, Tennessee to Jordan and Erika Gash for $196,500, cash, pursuant to their Purchase Agreement, dated as of Oct. 8, 2020. The property was scheduled with a value of $165,000. The Debtors proposed to sell the property free and clear of liens, claims, encumbrances, and interests. Any such liens, claims, encumbrances, and interests will attach to the net proceeds of the sale. A search of the title of the Property discloses that Heritage South Community Credit Union is the holder of a first mortgage against the Property as a part of a package of properties securing loans to the Debtors in the original amount of approximately $1.2 million. Following the filing of the Case, through the sale of properties subject to the security interest of Heritage, and with the approval of Heritage, the present outstanding balance to Heritage is approximately $850,000. Additionally, property taxes to Bedford County are owed, estimated to be approximately $1,500. The Purchasers are represented by Crye-Leike Realty, and pursuant to the contract are entitled to a 2.5% commission calculated on the sales price. Unsecured creditors will receive no distribution from the proceeds of the sale. The counsel for Heritage, the holder of the first and only mortgage has agreed to the Motion to Shorten Notice on Motion to Sell and to the sale of the Property. A copy of the Agreement is available at https://tinyurl.com/y5w7v6nw from PacerMonitor.com free of charge. Clyde James Sutton, Jr. and Alice Carolyn Sutton sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 20-10332) on Jan. 28, 2020. The Debtors tapped Paul Jennings, Esq., as counsel. COVIA CORP: Supporters Express Worry on the Fate of Kasota Prairie ------------------------------------------------------------------ Devin O'Connor of St. Peter Herald reports that supporters of Covia Corp. are worried that the fate of Kasota Prairie will left undecided after company filed for bankruptcy protection. One of the country's largest silica mining companies filed for bankruptcy protection earlier this summer. Now, as the case winds its way through bankruptcy court, a local environmental group is worried that it will leave the future of a southern Minnesota prairie in limbo. Save the Kasota Prairie, which has co-managed the 240 acres in Le Sueur County with Covia Corp., is concerned about who will be responsible — financially and physically — for the 240 acres of restored prairie land that the Ohio-based company has agreed to help maintain. Covia operates a mine in Kasota, just across the Minnesota River from St. Peter, that has been idle since November, with no restart date yet planned. It produces silica sand, which is used in the process for hydraulic fracturing — also known as fracking — which uses high-pressure liquid to extract gas from rock. Covia filed for Chapter 11 bankruptcy protection at the end of June, claiming $1 billion in debts and $250 million in assets. Company spokesperson Matthew Schlarb said the economic realities of the COVID-19 pandemic have exacerbated the "weak market conditions" that had forced the November mine idling. When operations halted last fall, more than 60 employees were laid off and, according to the company, the staff that remains is focused on maintenance and security. But the impacts of the idled mine on southern Minnesota go beyond the loss of jobs. For decades, Covia — and before that, its predecessor, Unimin — has been responsible for preserving and maintaining a nearby plot of restored prairie land, the result of a series of legal battles in the 1980s with a local environmental group, Save the Kasota Prairie. Now, the group — which partners with the company in managing the land — is concerned that the corporation’s financial woes will signal an uncertain future for the prairie. Jason Miller, president of the Save the Kasota Prairie group, said that right now it's "a waiting game." "We just have to see what’s going to happen with their situation before we can even be proactive about what we can do with it," Miller said. While the company works its way through bankruptcy, Schlarb said, it's committed to maintaining its agreement to protect those prairie lands. "Covia plans to continue as the landowner and manager of the Covia Kasota Prairie and to continue our longstanding and positive relationship with Save the Kasota Prairie Inc.," he said. Save the Kasota Prairie was formed in 1979, when a group of local residents demanded that the company running the Kasota silica mine — at the time, it was Unimin Corp. — be required to do an environmental assessment after it announced plans to rezone a prairie just southwest of the city for strip mining. Prairie ecosystems are among the most vulnerable in Minnesota. According to the Minnesota Department of Natural Resources, the state had 18 million acres of prairie at the time of the Public Land Survey conducted between 1847 and 1908. Now, the state says, a little over 1 percent of native prairie remains. That's why the Kasota Prairie group fought hard to protect the land. The yearslong battle led to an agreement between the group and the mining company: If Save the Kasota Prairie stopped its appeal, Unimin would agree to set aside some land to be restored back to its native state, and the corporation would be financially responsible for maintaining it. Since then, the nonprofit and the company have had a longstanding relationship in protecting the prairie land. Board member Eric Steinmetz said that in the past, the organization would put on events to help fund some projects, from adding a parking lot entrance to the preserve to adding more land over the years. Maintenance includes working to curb the invasive species that threaten the grasslands and planting seeds to promote the regrowth of native plants. The collaboration has also focused on restoring sections of the prairie where cattle used to graze and conducting controlled burns to keep the ecosystem healthy. But with Covia's recent bankruptcy, board members are concerned about the future of some of the projects they’ve been hoping for. Steinmetz said the group would like to eventually turn its attention to broad swaths of the land that have become mud flats, overgrown by weeds. "[There's] probably no tremendous damage within a year or two," Steinmetz said. "So, we're not panicking or anything, but we need to have an income stream and we need to have expert management in order to maintain the prairie in the excellent condition that we've done to it so far." Mark Halverson, the nonprofit's treasurer, has been involved with the group since it established its partnership with the mining company. He said that, so far, he hasn't heard whether Covia's reorganization plans will have an impact on the restoration. The next round of filings is expected in September 2020. So the group is looking ahead. They are now weighing whether to take on additional partners in maintaining the restored land. In the past, the group had approached local colleges to take possession of their prairie acres, but so far haven’t found an interested partner. "I think that it would behoove us to seriously start shopping around for a third party to take possession of this land that’s in our original contract," said Bob Idso, a member of the group. "We don't really know who that might be. … I think in the next year or two, we have to find a third party that can take possession of this land and then continue to manage it as a prairie." Covia Holdings Corporation Covia Holdings Corporation and its affiliates -- http://www.coviacorp.com/-- provide diversified mineral-based and material solutions for the energy and industrial markets. They produce a specialized range of industrial materials for use in the glass, ceramics, coatings, foundry, polymers, construction, water filtration, sports and recreation, and oil and gas markets. Covia Holdings Corporation, based in Independence, Ohio, and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33295) on June 29, 2020. In its petition, Covia disclosed $2,504,740,814 in assets and $1,903,952,839 in liabilities. The petition was signed by Andrew D. Eich, executive vice president, chief financial officer, and treasurer. The Hon. Marvin Isgur presides over the case. The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial advisor; and PRIME CLERK LLC, as claims and noticing agent. CRACKLE INTERMEDIATE: S&P Alters Outlook to Stable, Affirms B- ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook to stable from negative and affirmed the 'B-' issuer credit rating on audiovisual and networking products provider Crackle Intermediate Corp. (dba SnapAV). S&P is also affirming its 'B-' issue-level rating on the company's senior secured term loan and revolving credit facility. The recovery rating remains '3'. SnapAV's organic revenue should modestly increase in 2020 on its smart-home solutions through the COVID-19 pandemic due to the shifts to remote work and school. During the first quarter, SnapAV's revenue slowed due to the macroeconomic impact from COVID-19. Households were scared of both contracting the virus and potentially losing jobs, which lowered demand and led to a double–digit percentage decline in revenue. However, beginning in the second quarter, household dynamics began to shift as consumers became accustomed to lockdown measures and demand for SnapAV's products improved. One dynamic that changed due to the COVID-19 pandemic was the shift to remote work and school from home. Many households upgraded networking or internet connectivity to accommodate a full working house. Another was that households saved money with freezes in discretionary spending on things such as travel, vacation, or dining out. They instead upgraded other areas of the house such as with smart-home power, audiovisual, surveillance, and lighting products that SnapAV offers as people spend most of their time in the house due to the pandemic lockdowns. SnapAV's second-quarter revenue increased almost 10% from the first quarter due to the strong demand for its smart-home products. S&P said, "We project second-half revenue will be even stronger, with both quarters increasing at least 15% compared to the first quarter. We expect strong demand for SnapAV's smart-home products for the rest of the year, with modest organic revenue growth in fiscal 2020, even including its weak first quarter." Its modest organic revenue growth and stable EBITDA margins will help drive leverage to the low-8x area by year-end 2020." "We expect SnapAV to generate positive unadjusted FOCF on modest revenue growth and better working capital management, such that total liquidity exceeds $100 million by the end of 2020. SnapAV fully utilized its $60 million revolving credit facility in the first quarter to help provide additional cash to its balance sheet in case of worsening macroeconomic impact from COVID-19. SnapAV also generated a large FOCF deficit due to the large decline in revenue. However, due to strong demand for its products beginning in the second quarter and beyond, we expect SnapAV will generate positive unadjusted FOCF for year-end 2020. Modest organic revenue growth and improved working capital management should help SnapAV reach more than $35 million of FOCF by year-end. We expect SnapAV will end fiscal 2020 with total liquidity above $115 million, as it fully paid down its revolver draw in early October, which should provide sufficient liquidity for future debt service." "Even with macroeconomic impact from the COVID-19 pandemic expected into 2021, we think good demand should continue. We believe some factors will help facilitate demand. SnapAV tailors its products to high-end households that are generally more insulated from macroeconomic factors such as COVID-19. It sells SnapAV products to professional integrators for generally complex and expensive smart-home projects, which leads to a high-end clientele." "We also believe the shortages of professional integrators will help continue to drive good backlog for its services. Many are taking longer to fulfill projects due to increased demand for smart-home solutions. We believe such demand for complex smart home solutions will continue into 2021. SnapAV should modestly increase organic revenue for 2021 even as macroeconomic impact from COVID-19 persists into 2021." "The stable outlook reflects our expectation that SnapAV will continue its stable performance through the macroeconomic impact of COVID-19 due to the shift to remote work and school. Good demand for its smart and internet connected home products should continue, which will help decrease leverage to the low-8x area and generate above $35 million of unadjusted FOCF for year-end 2020." S&P could downgrade SnapAV over the next 12 months if: -- FOCF falls to around break-even; or -- EBITDA interest coverage falls below 1.5x area due to disruptions from business operations or weakening demand. At this point, S&P would question the sustainability of the capital structure. While unlikely over the next 12 months, S&P could raise the rating if: -- SnapAV maintains leverage below the mid-6x area through prolonged macroeconomic impact of COVID-19 and debt-funded shareholder returns or acquisitions. -- This could occur if good demand continues for its smart-home products from the ongoing shift to remote work and school, and the company further optimizes its cost structure. CYC HOLDINGS: Hits Chapter 11 Bankruptcy ---------------------------------------- Katherine Doherty of Bloomberg News reports that indoor cycling studio chain Cyc Holdings LLC filed for bankruptcy after the coronavirus temporarily shut down its operations in cities across the U.S. The fitness company’s Chapter 11 petition filed in Delaware late Wednesday, October 13, 2020, will allow Cyc to get out of leases and pay back creditors while continuing to operate. Cyc is the latest in a string of fitness companies to seek bankruptcy protection after struggling to coax back members following some easing of coronavirus shutdowns. It operated studios across major cities in the U.S. including New York and Los Angeles. About Cyc Holdings LLC Cyc Holdings LLC operates several fitness studios across the country. Cyc Holdings sought relief under Subchapter V of Chapter 11 of the Bankruptcy (Bankr. D. Del. Case No. 20-12594) on Oct. 14, 2020. The petition estimated less than $50,000 in total assets and liabilities. The Debtors' counsel: David M. Klauder Bielli & Klauder, LLC Tel: 302-803-4600 E-mail: dklauder@bk-legal.com DATTO INC: S&P Puts 'B' ICR on Watch Positive on IPO ---------------------------------------------------- S&P Global ratings placed all of its ratings on Datto Inc., including its 'B' issuer credit rating, on CreditWatch with positive implications. Datto has commenced an IPO expected to raise at least $475 million in net proceeds that it intends to use to reduce outstanding debt. S&P expects to resolve the CreditWatch following completion of the IPO and corresponding debt repayment. A successful IPO should significantly bolster Datto's credit quality. The CreditWatch placement follows Datto's announcement that it has commenced an IPO of 22 million shares of common stock with an expected price of $24-$27 per share. Datto is expected to use these proceeds to repay outstanding borrowings under the company's $550 million term loan and/or $50 million revolving credit facility. S&P said, "Based on these intentions, we expect Datto will lower its gross debt balance about $475 billion and S&P Global Ratings-adjusted leverage below 1x. This should also lower the company's interest expense, which in our view enhances cash flow generation prospects to fund working capital and growth initiatives." Clarity around future ownership and financial policies are also important considerations to sustaining lower leverage. S&P will also need to understand the level of ownership and influence financial sponsor Vista Equity would retain post transaction, as continued control or significant influence over Datto's financial policies could limit upside to its ratings. S&P said, "Still, with such debt reduction, we believe Datto's adjusted debt to EBITDA should likely be sustained well below 5x." "We intend to resolve the CreditWatch following completion of the IPO and proposed debt reduction. We will also review the company's business outlook, capital structure, and financial policy." "If Datto completes this transaction as announced and we believe S&P Global Ratings-adjusted debt to EBITDA will remain below 5x, we would likely raise our issuer credit rating one notch to 'B+'." "Conversely, if the IPO does not generate material enough proceeds to reduce the company's debt or if Datto cannot complete the transaction because of adverse market conditions, we would likely affirm our ratings and remove them from CreditWatch." DIOCESE OF CAMDEN: Oct 20 Virtual Meeting for Tort Committee Set ---------------------------------------------------------------- The U.S. Trustee seeks to appoint a committee consisting of tort claimants in the case of the Diocese of Camden, New Jersey (Case No. 20-21257-JNP). If a party wishes to be considered for appointment on the Committee, it must complete a required questionnaire and submit it via email to Tina.L.Oppelt@usdoj.gov or via facsimile to the attention of Jeffrey M. Sponder, Esquire at (973) 645-5993. The completed Questionnaire must be received no later than Monday, October 19, 2020 at 1:00 p.m. The initial formation meeting will be conducted virtually on the Microsoft Teams platform on Tuesday, October 20, 2020 at 10:00 a.m. A representative of the Debtor will attend to provide information regarding the status of the case. Further, at that meeting, procedures for conducting private virtual meetings with individual creditors will be discussed. About Diocese of Camden The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. On Oct 1, 2020, The Diocese of Camden sought Chapter 11 protection (Bankr. N.J. Lead Case No. 20-21257). The Diocese of Camden disclosed total assets of $53,575,365 and total liabilities of $25,727,209. The petition was signed by Reverend Robert E. Hughes, vicar general/vice president. The Debtor tapped Richard D. Trenk, Esq. and Robert S. Roglieri, Esq. of Mcmanimon, Scotland & Baumann, LLC as counsel. Cooper Levenson, P.A., and Duanne Morris LLP were also tapped as special counsel; Eisneramper LLP as financial advisor; and Prime Clerk LC as claims and noticing agent to the Debtor. EASTERN CANAL: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Eastern Canal Film, LLC 65 Bank Street, #1 New York, NY 10014 Business Description: Based in New York City, Eastern Canal Film, LLC -- https://www.easterncanal.com -- is a production company founded in 1995. Eastern Canal develops original feature films and documentaries. Chapter 11 Petition Date: October 15, 2020 Court: United States Bankruptcy Court Southern District of New York Case No.: 20-12440 Debtor's Counsel: Todd S. Cushner, Esq. CUSHNER & ASSOCIATES, P.C. 399 Knollwood Road Suite 205 White Plains, NY 10603 Tel: (914) 600-5502 Fax: (914) 600-5544 E-mail: todd@cushnerlegal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mauro La Villa, managing member. The Debtor listed Royal West Property Corp. as its sole unsecured creditor holding a claim of $1.61 million. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EKIDNAI/Eastern_Canal_Film_LLC__nysbke-20-12440__0001.0.pdf?mcid=tGE4TAMA ECOARK HOLDINGS: Board Approves Appointment of CFO -------------------------------------------------- The Board of Directors of Ecoark Holdings, Inc. approved the appointment of Mr. William B. Hoagland, who had previously served as the Company's principal financial officer, as the chief financial officer of the Company, and an increase in Mr. Hoagland's annual base salary from $180,000 to $270,000, effective Sept. 18, 2020. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, Ecoark is a diversified holding company. Ecoark Holdings has four wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation which is the parent of Zest Labs, Inc., 440IoT Inc., Banner Midstream Corp., and Trend Discovery Holdings Inc. Through its subsidiaries, the Company is engaged in three separate and distinct business segments: (i) technology; (ii) commodities; and (iii) financial. Ecoark reported a net loss of $12.14 million for the year ended March 31, 2020, compared to a net loss of $13.65 million for the year ended March 31, 2019. As of June 30, 2020, the Company had $27.83 million in total assets, $30.50 million in total liabilities, and a total stockholders' deficit of $2.67 million. ECOARK HOLDINGS: To Conduct Wells Drilling in Austin Chalk Formatio ------------------------------------------------------------------- Ecoark Holdings, Inc. and White River SPV 3 LLC, the Company's subsidiary, entered into a participation agreement by and among the Company, White River SPV, BlackBrush Oil & Gas, L.P. and an unrelated privately-held limited liability company, to conduct drilling of wells in the Austin Chalk formation. Pursuant to the Participation Agreement, the Company and White River SPV have agreed, among other things, to fund 100% of the cost, estimated to be approximately $4.7 million, associated with the drilling and completion of an initial deep horizontal well in the Austin Chalk formation. BlackBrush has agreed to assign to the other parties to the Participation Agreement, subject to certain exceptions and limitations specified therein, specified portions of its leasehold working interest in certain Austin Chalk formation units. The Participation Agreement provides for an initial allocation of the working interests and net revenue interests among the assignor, Black Brush and the Company and then a re-allocation upon payout or payment of drilling and completion costs for each well drilled. Following payout, the Company will own 70% of working interest and 52.5% net revenue interest in each well. BlackBrush also agreed to share with the Company certain seismic information relating to other wells in which the Company has no interests. The Parties to the Participation Agreement, except for the Company, had previously entered into a Joint Operating Agreement, dated Sept. 4, 2020 establishing an area of mutual interest, including the Austin Chalk formation, and governing the parties' rights and obligations with respect to drilling, completion and operation of wells therein. The Participation Agreement and the Operating Agreement require, among other things, that White River SPV and the Company drill and complete at least one horizontal Austin Chalk well with a certain minimum lateral each calendar year. In connection with the transactions contemplated by the Participation Agreement, on Oct. 12, 2020 White River SPV entered into an Agreement and Assignment of Oil, Gas and Mineral Lease with the Assignor. Under the Lease Assignment, the Assignor assigned to White River SPV a 100% working interest (75% net revenue interest) in a certain oil and gas lease covering in excess of 400 acres, and White River SPV paid approximately $600,000 to the Assignor. White River SPV had previously entered into an agreement with the Assignor for the assignment to White River SPV of a 100% working interest in a certain oil and gas lease covering in excess of 1,600 acres in exchange for $1.5 million. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, Ecoark is a diversified holding company. Ecoark Holdings has four wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation which is the parent of Zest Labs, Inc., 440IoT Inc., Banner Midstream Corp., and Trend Discovery Holdings Inc. Through its subsidiaries, the Company is engaged in three separate and distinct business segments: (i) technology; (ii) commodities; and (iii) financial. Ecoark reported a net loss of $12.14 million for the year ended March 31, 2020, compared to a net loss of $13.65 million for the year ended March 31, 2019. As of June 30, 2020, the Company had $27.83 million in total assets, $30.50 million in total liabilities, and a total stockholders' deficit of $2.67 million. EMERGENT CAPITAL: Files for Chapter 11 With Plan Deal ----------------------------------------------------- Specialty finance company Emergent Capital Inc. filed for Chapter 11 protection in Delaware bankruptcy court with plans to restructure $117 million in debt and transfer control of the Company to an Irish subsidiary. In its court filings Emergent said the equity-swap plan will allow it to escape debt that remains despite the emergence of its former Bermuda subsidiary and its Irish subsidiary from Chapter 11 in August 2019. " In order to address Emergent's liquidity needs over the foreseeable future, it is the Emergent's business judgment that a restructuring should be effectuated," CFO Miriam Martinez said in a court filing. According to a regulatory filing, the Company and Red Reef will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Restructuring Support Agreements On October 14, 2020, the Company entered into substantially identical Restructuring Support Agreements (together with all exhibits and schedules thereto, the "RSAs") with certain holders of the Company's 8.5% Senior Secured Notes due 2021 (the "Senior Notes") and with certain holders of the Company's 5.0% Senior Unsecured Convertible Notes due 2023 (the "Convertible Notes") (such holders collectively, the "Supporting Holders"). In the aggregate, the Supporting Holders hold at least a majority of each of the Senior Notes and the Convertible Notes. The RSAs contemplate a restructuring process that will result in Emergent moving its headquarters and operations to its indirect wholly-owned Irish subsidiary, Lamington Road Designated Activity Company ("Lamington"). The contemplated restructuring process will provide that holders of 8.5% Senior Secured Notes, 5.0% Convertible Notes, and Emergent's common stock and common stock equivalents will receive securities of Lamington and of a Cayman grantor trust to be formed that are substantially similar in substance to, and in exchange for, their current Emergent securities and that such new Lamington securities and Cayman trust certificates will be listed for trading on a European stock exchange (as agreed among the parties), all in accordance with the terms set forth in the term sheet attached to and made part of the RSAs, and existing Emergent securities will be cancelled and the common stock will cease to trade on the OTCQX market (the transactions contemplated in the RSAs, the "Restructuring"). Subsequent to the Restructuring, Emergent will wind up its remaining affairs. More details about the Restructuring are provided to security holders in the Disclosure Statement filed with the Bankruptcy Court. The RSAs contain various milestones with respect to the 2020 Chapter 11 Cases. Each RSA also provides that it may be terminated by the Supporting Holders party thereto or Emergent upon the occurrence of certain events and upon the terms set forth therein. Although the Company intends to pursue the Restructuring, there can be no assurance that the Company will be successful in completing the Restructuring or any other similar transaction on the terms set forth in the RSAs or at all. Copies of the RSAs are at: https://www.sec.gov/Archives/edgar/data/1494448/000149444820000061/emergent-seniornotesrest.htm https://www.sec.gov/Archives/edgar/data/1494448/000149444820000061/emergent-convertiblenote.htm About Emergent Capital Emergent Capital Inc. (otcqx:EMGC) -- http://www.emergentcapital.com/-- is a specialty finance company that invests in life settlements. Emergent Capital, through its subsidiaries, owns a 27.5% equity interest in White Eagle Asset Portfolio, LP, whichentity holds a valuable portfolio of life settlement assets On October 15, 2020, Emergent Capital and its wholly-owned subsidiary Red Reef Alternative Investment, LLC filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 20-12602). Emergent Capital disclosed $175.1 million in assets and $115.9 million in liabilities as of May 31, 2020. Pachulski Stang Ziehl & Jones LLP is serving as bankruptcy counsel to the Debtors. ESTRATEGIAS EN VALORES: Foreign Rep Selling Doral Propty. for $275K ------------------------------------------------------------------- Luis Fernando Alvarado Ortiz, the Foreign Representative of the Colombia proceeding Interventional Judicial Liquidation of Estrategias en Valores, S.A., et al., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the real property located at 1500 NW 89th Court, Unit 222, Doral, Florida to Caridad Hidalgo Gato for $274,900. On March 14, 2014, Debtor Tatiana Quintero Baiz participated in an EB-5 Investment as a foreign investor in (i) Doral Economic Impact Holdings, LLC and (ii) Doral EB5 Financing and Management, LLC under a Subscription Agreement. Baiz invested $550,000 in exchange for a membership interest in Impact Holdings. On June 16, 2016, as part of the EB5-Investment, Riviera Point Business Center at Doral, LLC sold and Baiz purchased the Property legally described as follows: Condominium Unit No. 222 of Riviera Point Business Center at Doral Commercial Condominium according to the Declaration of Condominium thereof, recorded in O.R. Book 30013, Page 3579, and all exhibits and amendments thereof, Public Records of Miami-Dade County, Florida. On Aug. 31, 2016, Riviera executed an Assignment of Mortgage and Assignment of Collateral Assignment of Leases and Rents in favor of Impact Holding. On Sept. 15, 2016, the Assignment was recorded in Official Records Book 30232, at Page 1078 of the Public Records of Miami-Dade County. Based on a review of the Public Records in Miami-Dade County, the Property is subject to the following liens: a. Doral Economic Impact Holdings, LLC (Mortgage Deed recorded on July 25, 2016, O.R. Book 30163, at Page 4632, of the Public Records of Miami-Dade County, Florida.; and an Assignment of Mortgage and Assignment of Collateral Assignment of Leases and Rents recorded on Sept. 15, 2016, O.R. Book 30232, at Page 1078, of the Public Records of Miami-Dade County, Florida) - $426,239. The Claimant and the Foreign Represented have agreed that the lien on the Property will be released pursuant to an agreement. b. Riviera Point Business Center Doral, LLC (Owners' Association fees) - $7,500. The lien will attach to proceeds and paid in full. c. Progressive Express Insurance Co. (Default Final Judgment, recorded on Oct. 25, 2010 in O.R. Book 27466, Page 1017, and re-recorded on Dec. 27, 2010 in O.R. Book 27533, Page 3922, of the Public Records of Miami-Dade County, Florida) - $3,236. The lien will attach to the proceeds and paid in full subject to resolution of bonda dispute. On June 16, 2016, the Foreign Representative executed an Exclusive Right of Sale of Listing Agreement for Commercial Property retaining Michelle Gonzalez and Floridian First Realty, Corp. to manage and market the Property to potential buyers. The Foreign Representative, the Broker, and the Buyer, a married woman, have agreed to terms under a Commercial Contract for the sale and purchase of the Property subject to the Court's approval. The Contract's material terms are: (i) The purchase price is $274,900; (ii) The scheduled closing date is on Sept. 30, 2020 or within seven days following the entry of the order in the Bankruptcy Case authorizing the sale and transfer of the Property to Purchaser; (iii) The Contract is contingent upon and/or subject to: (a) the Buyer obtaining approval for a conventional fixed rate (6%) loan with a 20-year term, for up to 60% of the Purchase Price; (b) The Foreign Representative obtaining approval from the Court; and (c) transferring the balance of the sale proceeds to Columbia for payment to Baiz's creditors after satisfying all liens encumbering the Property, and the Foreign Representative's attorney's fees and costs to Baiz's creditors in Columbia. (iv) A total commission to be paid of $16,494 which is equivalent to 6% of the Purchase Price. The Commission Fee is being paid directly to the Broker from the proceeds of the sale of the Property. (v) The Foreign Representative will hold the net sale proceeds in the firm's trust account pending further order of the Court after satisfaction of any mortgage, lien, interest, Broker commission, closing fees and costs, and all other customary fees, costs, or expenditures involving the sale of commercial real property in the firm's trust account. (vi) The Foreign Representative can use sale proceeds to pay his counsel pursuant to their respective agreements after satisfying the liens on the Property with such proceeds or settling a bona dispute concerning the interest. By the Motion, the Foreign Representative respectfully asks entry of the Proposed Order (i) approving the sale of the Property free and clear of all liens, claims, and encumbrances; (ii) compelling Baiz to execute all documents in support of the sale; (ii) authorizing the Foreign Representative to execute all documents necessary to effectuate the transaction; (iii) authorizing the payment of his counsel, pursuant to their respective engagement agreements; (iv) transferring the balance of the sale proceed to Colombia for distribution to Baiz’s creditors, and (v) waiving the 14-day stay under Federal Rule of Bankruptcy Procedure 6004(h). The Foreign Representative believes that the sale of the Property in accordance with the terms and conditions of the Contract, represents the best realization of value for the creditors and other stakeholders under the circumstances. A copy of the Contract is available at https://tinyurl.com/y4qbjnba from PacerMonitor.com free of charge. About Estraval Bogota, Colombia-based Estrategias en Valores S.A. (Estraval) was a finance company incorporated under Colombian law on August 16, 2000, by Cesar Mondragon and Juan Carlos Bastidas. Estraval engaged in the business of buying and selling pagare libranzas, which are consumer loans made to an individual secured by their paycheck. Estraval guaranteed returns of 14% to 21% from the sale of notes packaged from pagare libranzas but the business, which the liquidator says was a ponzi scheme, collapsed in 2015. The Debtors were placed into liquidation proceedings in Colombia after a lengthy investigation May 26, 2016. Luis Fernando Alvarodo Ortiz was appointed by the Superintendency of Companies to administer the liquidation. Mr. Ortiz, as foreign representative, filed a Chapter 15 petition for Estraval (Bankr. S.D. Fla. Case No. 17-16559) on May 25, 2017, to seek U.S. recognition of the proceedings in Colombia. The Hon. Laurel M Isicoff is the case judge in the U.S. case. Michael C. Fasano, Esq., at Fasano Law Firm, PLLC, in Miami, is the Foreign Representative's primary U.S. counsel. EXTRACTION OIL & GAS: Sues Broomfield for Shutting Operations ------------------------------------------------------------- Dan Mika of Biz West Media/Prairie Mountain Media reports that Extraction Oil & Gas Inc. has filed suit against the city and county of Broomfield, saying officials there are infringing on the company's existing operating rights in an attempt to shut down its operations. In a complaint filed n the U.S. District Court of Colorado, Extraction claims the Broomfield City Council was bowing to the demands of local residents that oppose all oil and gas operations in the area by using its regulatory powers to target the company. Specifically, it claims a recently-passed municipal noise ordinance that caps nighttime noise at 40 decibels targets the company because it made clear in years of public outreach that it couldn’t shut down its operations at night and remain economically viable. The suit points to multiple demands in recent weeks filed by the city in municipal court demanding Extraction comply with the ordinance. "Broomfield sought a judge's imprimatur as a supposed means of cloaking itself with qualified immunity. However, Broomfield's efforts to engineer and confer qualified immunity upon itself this way only serve to prove the opposite: that Broomfield is not acting in good faith (a core requirement for qualified immunity), but knows it is illegally and unconstitutionally attempting to target Extraction and deprive Extraction of its vested property rights," Extraction wrote in its suit. Broomfield's municipal court has scheduled trials against Extraction on those alleged violations starting Monday. Extraction claims the ordinance came despite significant goodwill toward the city and county in reducing the size of its operation from 12 well sites and about 200 wells down to six well sites and 84 wells in 2017, along with millions of dollars worth of noise mitigation upgrades. In particular, it cites a public meeting last September where City Manager Jennifer Hoffman said the city was looking to find a way to find Extraction in violation of the existing operator agreement within the context of Senate Bill 181 and a local ordinance, both passed after the 2017 agreement. When it couldn’t do so, Extraction alleges the city changed its tone to say its efforts to shut down the company’s operations were in the interest of public health and now is focusing on noise levels. Extraction is asking the federal court to charge Broomfield damages for its alleged breach of contract and abuse of its police powers, along with an injunction requiring the city and county to seek the federal court's approval before enacting another law that could harm Extraction's operations in the city. Broomfield City Attorney Shaun Sullivan told BizWest the lawsuit has not yet been served to officials, but said the suit is similar to one filed by Extraction and dismissed last spring. The city plans to vigorously defend itself. "I wish Extraction would put the money it is spending on legal fees into efforts to address the noise from its industrial operations that disturb the sleep of Broomfield residents who live a mere 1,000 feet away. Broomfield's noise ordinance is an effort by Broomfield to protect the peace of its residents and such future regulations are expressly allowed by the Operator Agreement," he said. Extraction filed for Chapter 11 bankruptcy in June after taking a 30-day grace period on a $15.8 million long-term debt interest payment in May because of the broader financial stress on the energy industry from the pandemic. The company said at the time that it had lined up a line of credit to keep operating during the bankruptcy and was working with creditors to exchange some of its long-term debts for equity in a reorganized Extraction. About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. On the web: http://www.extractionog.comfor more information. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. EXTRACTION OIL: Kinetic Objects to Disparate Treatment of Claims ---------------------------------------------------------------- Kinetic Energy Services LLC objects to the Disclosure Statement for the Joint Plan of Reorganization of Extraction Oil & Gas, Inc. and its Debtor Affiliates. Kinetic objects to the approval of the Disclosure Statement because it lacks adequate information concerning fundamental aspects of the Plan, particularly with respect to the potentially disparate treatment of Claims held by similarly situated ordinary course trade vendors. Kinetic claims that the Disclosure Statement fails to provide adequate information concerning the treatment of Claims held by trade vendors, including Kinetic, who provided goods and services to the Debtors in support of their operations and in the ordinary course of business. Kinetic points out that the Disclosure Statement fails to provide adequate information concerning the timing of payment on these types of claims, particularly in the event of a Combination Transaction Restructuring. Kinetic asserts that the Disclosure Statement and the Plan lack adequate explanation with respect to the Plan's third-party release provision and how Holders of certain Claims may opt out. The Plan provides for a broad third-party release of Released Parties by certain Releasing Parties. Kinetic further asserts that the Disclosure Statement simply fails to provide adequate information concerning the scope and applicability of the Plan's third-party release provision and the ability of subject parties to opt out. A full-text copy of Kinetic's objection to the Disclosure Statement dated September 24, 2020, is available at https://tinyurl.com/y4pagcx5 from PacerMonitor.com at no charge. Counsel to Kinetic Energy: DUANE MORRIS LLP Jarret P. Hitchings 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Telephone: (302) 657-4900 Facsimile: (302) 657-4901 E-mail: jphitchings@duanemorris.com - and - Robert E. Burk BURK & BURK 12835 E. Arapahoe Road Tower 2, Suite 700 Centennial, CO 80112 Telephone (303) 520-1401 E-mail: robert@burkandburk.com About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc., is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. Visit http://www.extractionog.com/for more information. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, the Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. EXTRACTION OIL: SEC Objects to Plan's Non-Consensual Releases ------------------------------------------------------------- The U.S. Securities and Exchange Commission objects to approval of the Disclosure Statement and confirmation of the Chapter 11 Plan of Extraction Oil & Gas, Inc. and its Affiliated Debtors. The SEC asserts that the public investors' releases are not consensual. The releases here are not consensual because the Plan deems consent to the releases to be established based on silence (i.e., not returning a ballot or failing to affirmatively opt of the release even if the party rejects or is deemed to reject the Plan). The SEC points out that the Bankruptcy Court lacks jurisdiction to approve non-consensual Releases. Here, there can be no argument that the Releases granted to numerous non-debtors with tenuous relationships to the Debtors are an integral part of the restructuring of the debtor-creditor relationship. Thus, according to the SEC, the Bankruptcy Court lacks the constitutional authority to approve them. About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. On the web: http://www.extractionog.comfor more information. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. EXTRACTION OIL: UST Says Plan Disclosures Inadequate ---------------------------------------------------- The United States Trustee for Regions 3 and 9 submitted an objection to the Disclosure Statement for the Joint Plan of Reorganization of Extraction Oil & Gas, Inc. and its Debtor Affiliates to Chapter 11 of the Bankruptcy Code. U.S. Trustee points out that: * The proposed opt-out procedure is impermissible under applicable law. * The proposed procedure will not result in consensual releases. * The Debtors' Plan does not meet the requirements for non-consensual releases. U.S. Trustee further points out that: * The Disclosure Statement does not contain adequate information as required by Section 1125 of the Bankruptcy Code. * The Plan treats similarly situated creditors differently and disparately. "The Debtors have proposed a plan whereby certain general unsecured creditors and the public common shareholders are slated to receive an indeterminate, speculative, and perhaps a negligible distribution under the Plan. On the other hand, other equity holders will receive nothing under the Plan, are deemed to reject the Plan a and have no right to vote on the Plan. Despite such treatment, the Debtors seek approval to have these parties consent to providing third party releases to non-debtor parties unless such creditors and equity holders return a ballot or form opting out of such releases," the U.S. Trustee pointed out in court filings. About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. On the web: http://www.extractionog.comfor more information. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. FIDELIS INSURANCE: S&P Rates $105MM Junior Subordinated Notes 'BB+' ------------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' issue rating to Fidelis Insurance Holdings Ltd.'s (BBB/Stable/--) $105 million 6.625% junior subordinated notes due 2041. S&P's issue rating is two notches below its long-term issuer credit rating on Fidelis, reflecting subordination and deferability of interest payment. These notes are contractually subordinated to re/insurance policyholder obligations and to all existing and future unsecured senior debt of Fidelis. The notes rank pari passu with all existing and future unsecured junior subordinated indebtedness of the company. The proposed issuance has received Tier 2 capital treatment under the Bermuda Monetary Authority's capital requirement rules. S&P assigns an intermediate equity content to these junior subordinated notes. Fidelis intends to use the net proceeds from this offering for general corporate purposes and to possibly repurchase a portion of its outstanding 9.0% preferred shares. With the new issuance, Fidelis' 2020 pro forma financial leverage will increase to 21% from 17% before the issuance, and the fixed-charge ratio will decline to about 2.9x from 3.2x, respectively. S&P expects Fidelis' financial leverage to remain between 18%-22% and its fixed charge coverage to improve to more than 4x in 2021-2022. GENCANNA GLOBAL: Says Board Chairman Owes $4.4 Million ------------------------------------------------------ Law360 reports that bankrupt hemp company GenCanna is suing a hemp company run by the chairman of its board of directors as part of its Chapter 11 proceedings, saying the chairman used his position at GenCanna to funnel millions of dollars to his side business but repaid none of it. GenCanna, now known as OGGUSA Inc. since the company entered into an agreement to sell the bulk of its assets, says board chair Michael Falcone siphoned more than $4 million in cash and benefits from GenCanna to his company, Southern Tier Hemp. About GenCanna Global USA GenCanna Global USA, Inc. -- https://www.gencanna.com/ -- is a vertically-integrated producer of hemp and hemp-derived CBD products with a focus on delivering social, economic and environmental impact through seed-to-scale agricultural production. GenCanna Global USA was the subject of an involuntary Chapter 11 proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24, 2020. The involuntary petition was signed by alleged creditors Pinnacle, Inc., Crawford Sales, Inc., and Integrity/Architecture, PLLC. On Feb. 6, 2020, GenCanna Global USA consented to the involuntary petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc. and Hemp Kentucky LLC, filed their own voluntary Chapter 11 petitions. Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents the petitioners. The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and Dentons Bingham Greenebaum, LLP as legal counsel, Huron Consulting Services, LLC as operational advisor, and Jefferies, LLC as financial advisor. Epiq is the claims agent, which maintains the page https://dm.epiq11.com/GenCanna The Office of the U.S. Trustee appointed a committee of unsecured creditors on Feb. 18, 2020. The committee tapped Foley & Lardner LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local counsel, and GlassRatner Advisory & Capital Group, LLC as financial advisor. GI DYNAMICS: Board Appoints Joseph Virgilio as COO -------------------------------------------------- The Board of Directors of GI Dynamics, Inc. appointed Joseph Virgilio as the Company's chief operating officer, effective as of Oct. 8, 2020. Prior to this appointment, Mr. Virgilio, age 46, served as the president and general manager of Amann Girrbach, AG, an innovator and preferred full-service provider in digital dental prosthetics, from September 2018 until April 2020. From April 2016 until February 2018, Mr. Virgilio served as the vice president of Sales, The Americas at Surgical Specialties Corp, a manufacturer and distributer of medical products. Prior to Surgical Specialties Corp, Mr. Virgilio served as the vice president of Sales and Global Marketing of Aptus Endosystems, a medical device company focused on developing advanced technology for endovascular aneurysm repair (EVAR) and thoracic endovascular aneurysm repair, from October 2013 until September 2015 when it was acquired by Medtronic plc. Mr. Virgilio has also held positions with Medtronic, Boston Scientific and Constellation Brands. Mr. Virgilio received a Bachelor of Arts in History from Colgate University. Other than the Employment Agreement, there are no arrangements or understandings between Mr. Virgilio and any other person pursuant to which he was selected as the COO. There are no family relationships between Mr. Virgilio and any director or executive officer of the Company and Mr. Virgilio has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. COO Employment Agreement and Severance Agreement In connection with his appointment as the COO, the Company entered into an executive employment agreement with Mr. Virgilio. Under the terms of the Employment Agreement, Mr. Virgilio's employment will be on an at-will basis, he will be paid an initial annual base salary of $350,000, subject to the annual review by the Compensation Committee of the Board, and will be eligible to receive an annual performance bonus at a target amount of 35% of his base salary as approved by the Board, provided he is employed with the Company through the applicable payment date during the first fiscal quarter of each year. For the remainder of calendar year 2020, Mr. Virgilio is guaranteed a minimum bonus of at least $28,125 to be paid during the first fiscal quarter of 2021. Mr. Virgilio will also receive a one-time sign-on bonus of $28,125, which is expected to be paid on the first regular pay date following his date of hire; provided, however, that if Mr. Virgilio terminates his employment within one year from the date of his hire, other than for Good Reason (as that term is defined in the Severance Agreement), the sign-on bonus must be repaid in full to the Company at the time of termination. It is expected that Mr. Virgilio's 2022 base salary will be set at $400,000 and his annual performance bonus will increase to 50% of his base salary. The Employment Agreement provides that Mr. Virgilio is eligible to participate in the standard benefits programs made available to senior executives of the Company. The Employment Agreement also provides that the Company will grant Mr. Virgilio equity in the Company equal to 4% of the Company's issued and outstanding stock in the form of stock options to purchase shares of the Company's common stock. These stock options will have a term of 10 years and will vest 25% on the first anniversary of the date of the Employment Agreement with the remainder vesting 1/36th in equal monthly installments over the 36 months following the first anniversary. In addition, the Company has agreed to issue Mr. Virgilio an equity award based on certain milestones that, if achieved, will adjust his ownership in the Company to be equal to his initial ownership percentage of 4% to the extent the Company issues any securities subsequent to the issuance of his stock options. The Employment Agreement provides for the following severance payments depending on the circumstances for separation, in accordance with the terms and conditions of the Change of Control and Severance Agreement entered into between the Company and Mr. Virgilio in connection with the Employment Agreement: * Termination by the Company Without Cause (as defined in the Severance Agreement) or by the COO for Good Reason (as defined in the Severance Agreement) and Employed for Fewer than 12 Full Months: Mr. Virgilio will receive a lump sum payment equal to 9 months of his then-current salary, and payment of COBRA premiums for 9 months. * Termination by the Company Without Cause or by the COO for Good Reason and Employed for 12 Full Months or Longer: Mr. Virgilio will receive a lump sum payment equal to 12 months of his then- current salary, and payment of COBRA premiums for 12 months. * Change of Control (as defined in the Severance Agreement) and Termination by the Company Without Cause or by the COO for Good Reason: Mr. Virgilio will receive a lump sum payment equal to 12 months of his then-current salary, and payment of COBRA premiums for 12 months. The Severance Agreement has an initial term of four years, which will renew automatically for additional one year terms, unless either party provides the other party with written notice of non-renewal at least 90 days prior to the date of automatic renewal, subject to an automatic 12 month extension following the effective date of a Change of Control. In addition to the Severance Payments, the Severance Agreement also provides that Mr. Virgilio will be entitled to all accrued but unpaid vacation, expense reimbursements, wages and other benefits due to him under any Company-provides plans, policies and arrangements. If the Company terminates Mr. Virgilio's employment with the Company without Cause, if the Company elects not to renew the term, or if Mr. Virgilio resigns from such employment for Good Reason, and such termination occurs within the period beginning 3 months before, and ending 12 months following, a Change of Control, and Mr. Virgilio signs and does not revoke a release of claims against the Company, then he will receive the applicable Severance Payments and any forfeiture restrictions on all shares of restricted stock as to which such restrictions remain in place will lapse immediately, and any unvested stock options will vest immediately. In addition, Mr. Virgilio will enter into the Company's standard indemnification agreement. About GI Dynamics Founded in 2003 and headquartered in Boston, Massachusetts, GI Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an endoscopically-delivered medical device for the treatment of type 2 diabetes and the reduction of obesity. EndoBarrier is not approved for sale and is limited by federal law to investigational use only. EndoBarrier is subject to an Investigational Device Exemption by the FDA in the United States and is entering concurrent pivotal trials in the United States and India. GI Dynamics reported a net loss of $17.33 million for the year ended Dec. 31, 2019, compared to a net loss of $8.04 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $5.65 million in total assets, $8.71 million in total liabilities, and a total stockholders' deficit of $3.06 million. Wolf and Company, P.C., in Boston, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company has suffered losses from operations since inception and has an accumulated deficit and working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. GLOBAL EAGLE: Wins Court Nod to Sell Business to Apollo, Lenders ---------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that in-flight WiFi provider Global Eagle Entertainment Inc. won bankruptcy court approval to hand over its business to Apollo Global Management Inc. and other company lenders in exchange for debt forgiveness. The sale, valued at around $700 million, includes the assumption of $20 to $25 million in estimated trade claims and $32 million for wind-down professional fees. The deal will ultimately cut Global Eagle's debt by more than $465 million, according to the company. Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware approved the sale during a telephonic hearing Thursday, October 15, 2020. About Global Eagle Entertainment Headquartered in Los Angeles, Global Eagle Entertainment Inc. is a provider of media, content, connectivity and data analytics to markets across air, sea and land. It offers a fully integrated suite of media content and connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries and land locations worldwide. Visit http://www.GlobalEagle.comfor more information. Global Eagle Entertainment and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22, 2020. In the petition signed by CFO Christian M. Mezger, Global Eagle disclosed $630.5 million in assets and $1.086 billion in liabilities. Judge John T. Dorsey oversees the cases. Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and PricewaterhouseCoopers LLP as tax advisor. Prime Clerk, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 5, 2020. The committee has tapped Akin Gump Strauss Hauer & Feld LLP and Ashby & Geddes, P.A. as its legal counsel, and Perella Weinberg Partners LP as its investment banker. GLOBAL HEALTHCARE: Posts $63K Net Income in First Quarter --------------------------------------------------------- Global Healthcare REIT, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing net income of $62,807 on $3.85 million of total revenue for the three months ended March 31, 2020, compared to net income of $160,155 on $1.27 million of total revenue for the three months ended March 31, 2019. As of March 31, 2020, the Company had $41.10 million in total assets, $40.66 million in total liabilities, and $441,719 in total equity. For the three months ended March 31, 2020, the Company reported net cash provided by operations of $252,424. The Company has incurred net losses in each of the previous five fiscal years and, as of March 31, 2020, had an accumulated deficit of $11,908,620. The Company said these circumstances raise substantial doubt as to its ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon the Company's ability to generate sufficient revenues and cash flows to operate profitably and meet contractual obligations or raise additional capital through debt financing or through sales of common stock. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/727346/000149315220019430/form10-q.htm About Global Healthcare Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company's portfolio will be comprised of investments in the following three healthcare segments: (i) senior housing, (ii) post-acute/skilled nursing and (iii) bonds securing senior housing communities. Global Healthcare reported a net loss attributable to common stockholders of $891,614 for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $2.02 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $39.88 million in total assets, $39.51 million in total liabilities, and $366,650 in total equity. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, issued a "going concern" qualification in its report dated July 10, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GOODRICH QUALITY: Future of Portage Imax Theater Unclear -------------------------------------------------------- The Northwest Indiana Times reports that most of the Region's multiplexes have reopened or will do so soon. But conspicuously absent has been GQT Portage 16 IMAX + GDX, a movie theater at 6550 American Way in Portage, where it had been one of the most popular things to do in town. The Portage IMAX has been closed since the coronavirus was declared a global pandemic in mid-March, and faces a hazy future after its parent company Goodrich Quality Theaters went into bankruptcy earlier this year. Michigan-based Goodrich Quality Theaters had run dozens of movie theaters in Michigan, Florida, Illinois, Missouri and Indiana, including the Portage IMAX, before running into financial trouble. The company filed for Chapter 11 bankruptcy in Western Michigan Federal Bankruptcy Court in Grand Rapids, citing between $50 million and $100 million in assets, and between $10 million and $50 million in liabilities. "Up until this point, our leadership team has explored a variety of alternatives to keep the business going, however, we ultimately determined that a court-supervised reorganization process and the stability and process it brings will put us in the best position to do what is in the best interests of our community that has supported us for so many years, as well as our various stakeholders," the company said in a statement. Get your popcorn: Region's movie theaters are open Mason Asset Management and Namdar Realty Group, which own the River Oaks Center mall in Calumet City, recently bought most of the Goodrich Quality Theaters' multiplexes for $12 million, including 12 movie theaters in Michigan and seven in Indiana. The new owners have started to reopen those theaters as coronavirus restrictions are relaxed across the country. The acquisition, however, did not include properties that Goodrich Quality Theaters leased, including the Portage IMAX. Goodrich Quality Theaters has long leased the multiplex in Portage from Spirit Realty, a Dallas, Texas-based real estate investment trust that owns retail, industrial and office properties across the country. Spirit Realty did not return messages about what would become of the movie theater in Portage, but the GQT Portage 16 IMAX + GDX has now been removed from the Goodrich Quality Theaters and it was not included in a list of Indiana theater re-openings. The 3,058-seat theater opened as the Portage 16 IMAX in 2007, replacing the Portage 9 theater. Its biggest draw is a 4½-story-tall, 80-foot-wide IMAX screen in a theater that seats 474 people. It also has a Giant Digital Experience, or GDX, theater with a more vivid, sharper picture at the highest resolution available. A destination theater that drew from far and wide, the Portage IMAX features stadium seating and a bar serving beer, wine and mixed drinks. About Goodrich Quality Theaters Goodrich Quality Theaters, Inc. -- http://www.gqti.com/-- owns and operates 30 theaters with 281 screens in cities throughout Michigan, Indiana, Illinois, Florida and Missouri. Goodrich Quality Theaters sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 20-00759) on Feb. 25, 2020. The petition was signed by Bob Goodrich, its president and secretary. At the time of the filing, the Debtor had estimated assets of between $50 million and $100 million and liabilities of between $10 million and $50 million. Judge Scott W. Dales oversees the case. Debtor tapped Keller & Almassian, PLC as legal counsel; Stout Risius Ross Advisors, LLC as investment banker; and Novo Advisors as financial advisor. A committee of unsecured creditors has been appointed in Debtors' bankruptcy cases. The committee is represented by Pachulski Stang Ziehl & Jones LLP. HD SUPPLY: S&P Affirms 'BB+' ICR; Outlook Stable ------------------------------------------------ S&P Global Ratings affirmed its 'BB+' issuer credit rating on Atlanta, Ga.-based industrial distributor HD Supply Inc. The outlook is stable. S&P said, "At the same time, we are affirming our 'BBB-' issue-level rating, with a '1' recovery rating, on the company's asset-based lending (ABL) facility and first-lien term loan and our 'BB-' issue-level rating, with a '6' recovery rating, on the company's unsecured notes. We are removing all ratings from CreditWatch, where we placed them with negative implications on Sept. 26, 2019." "The stable outlook reflects our expectation that the company's S&P Global Ratings-adjusted debt leverage will rise to the 2x-3x area as the company deploys the sale proceeds over the next 12-18 months and remain in this range on a sustained basis." The affirmation reflects HD Supply's smaller scale and more concentrated end-market exposure, partially offset by a less cyclical revenue base after the White Cap sale. With about $3 billion in pro forma revenue as of Aug. 2, 2020, HD Supply is one of the leading players in the fragmented maintenance, repair, and operations (MRO) market, with about 4%-5% market share. The remaining facilities maintenance (FM) business serves the owners of multifamily, hospitality, health care, and institutional facilities and typically exhibits fairly stable operating performance compared with the more cyclical White Cap business, given the primarily break-fix nature of facilities maintenance demand. S&P said, "We view the facilities maintenance business as generally resilient but not immune to business cycles. While the facilities maintenance revenue remained fairly steady in the previous 2007-2009 recession, the business is facing unique headwinds this year, particularly because reduced travel stemming from the COVID-19 pandemic has significantly challenged the segment's hospitality vertical (about 18% of segment sales). The remaining verticals are also facing some pressure since customers have deferred maintenance spending on non-critical items. Sales for the FM business declined 10% in the first half of fiscal 2020 (ends Jan. 31, 2021), but revenue declines have lessened significantly since April, which we believe will continue to represent the trough month in 2020." "HD Supply should maintain strong EBITDA margins despite moderate margin contraction in fiscal 2020. We believe the company's margins will contract this year but remain in the high-teen percentage area, which we consider above average for building products distributors. We attribute the company's solid margin profile to its focus on delivery and service quality (the company delivers over 80% of its orders via its own fleet of vehicles), as well as its established presence in its core multifamily vertical. We believe the living space MRO market will remain highly competitive and pricing pressure will likely persist as the distribution markets become increasingly more price transparent." "We expect HD Supply will maintain debt leverage within its stated 2x–3x net leverage target after deploying the White Cap sale proceeds. We believe the company's debt-to-EBITDA metrics are broadly similar to S&P Global Ratings-adjusted credit measures since we net all cash (which we deem to be quickly accessible if needed), and because the company's restructuring and other non-recurring charges are modest. We expect the company will earmark most of the roughly $2.5 billion (after taxes and transaction expenses) in net proceeds toward share repurchases and will pay down about $525 million of term loan debt. We also expect the company will be moderately acquisitive and have incorporated up to $300 million in acquisition spending into our forecast starting in fiscal 2021. While larger acquisitions are possible, and could temporarily raise leverage somewhat above 3x, we expect HD Supply would likely reduce leverage to its target range within 12 months." "The stable outlook reflects our expectation that HD Supply's operating performance will gradually improve over the next 12 months amid a slow and uneven economic recovery. We expect that the company will generate about $300 million in free cash flow over the next 12 months and that its S&P Global Ratings-adjusted debt to EBITDA will rise to the 2x-3x area as the company deploys the proceeds of the White Cap sale." The rating agency could lower the rating if it expected HD Supply's S&P Global Ratings-adjusted debt to EBITDA to increase above 3x for more than 12 months. For instance, S&P could lower the rating if: -- Business activity significantly deteriorated on the back of a prolonged recessionary environment, causing meaningful revenue or margin pressure; or -- The company pursued larger-than-expected shareholder distributions or acquisitions. S&P views an upgrade as unlikely given the company's expected target leverage of 2x–3x. Over time, S&P could raise the rating if: -- S&P expected HD Supply's operating performance to improve such that its S&P Global Ratings-adjusted debt to EBITDA declined to and remained below 2x over the next 12 months, and -- S&P expected the company to maintain financial policies that support this level of leverage on a sustained basis. HURON POINTE: Seeks to Use Cash Collateral ------------------------------------------ Huron Pointe Excavating LLC, by and through its counsel, Canu Torrice Law PLLC, asks the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, for entry of an order authorizing the use of cash collateral in accordance with the budget on an interim basis and granting adequate protection. The Debtor says that without authority to use cash collateral, it will suffer irreparable harm because it will be forced to immediately shut down. Without the use of funds, the Debtor will be unable to pay employees, unable to continue to purchase materials for new jobs, unable to service its secured debt obligations for various pieces of essential equipment and machinery, and rent other equipment and machinery to perform jobs. During the first 90 days of the Chapter 11 case, the Debtor projects that it will need to spend approximately $375,000 to avoid immediate and irreparable harm. On the Petition Date, the Debtor, without admission, believes that the cash collateral, as defined in 11 USC section 363 consists of an accounts receivable valued at approximately $ 108,000, available funds held in bank accounts valued at approximately $120,000, and anticipated revenue from jobs in progress valued at approximately $115,000. Before the Petition Date, the Debtor entered into several loan agreements with John Deere Financial for various pieces of equipment and machinery the Debtor uses in its operations, and related security instruments. John Deere has perfected its security interest in all of the Debtor's assets. John Deere will assert a security interest in the Cash Collateral. The Debtor further anticipates John Deere will assert that its security interests and liens have first priority over all other security interests and liens asserted against the Debtor, pursuant to its UCC-1 Financing Statement #20180425000123-8 & #20190205000236-8 with the Michigan Secretary of State on April 25, 2018 and February 5, 2019, respectively. As adequate protection, the Debtor proposes John Deere be granted the Replacement Liens as adequate protection to the extent of any diminution in value of the pre-petition Cash Collateral. The Replacement Liens will be liens on the Debtor's assets that are created, acquired, or arise after the Petition Date, but limited to only those types and descriptions of collateral in which John Deere held a pre-petition lien or security interest. The Replacement Liens will have the same priority and validity as John Deere's pre-petition security interests and liens. A copy of the Debtor's motion is available at https://bit.ly/2FAafd9 from PacerMonitor.com. About Huron Pointe Excavating LLC Huron Pointe Excavating, LLC -- https://www.huronpointeseawalls.com/ -- is an excavation and seawall construction contractor. Its services include: marine construction & seawalls; water lines; docks davits, & piling; boat ramps, boat wells, & boat hoist; boat house footings & foundations; grinder/lift pumps; sewer lines & sewer pumps; and dredging. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-50592) on October 13, 2020. In the petition signed by Aaron Hustek, president/managing member, the Debtor disclosed $1,086,374 in assets and $624,240 in liabilities. Judge Phillip J. Shefferly oversees the case. Peter A. Torrice, Esq. of Canu Torrice Law, PLLC is the Debtor's counsel. Kimberly Ross Clayson has been appointed as the Subchapter V Chapter 11 Trustee. HVI CAT: Trustee's $1.25M Sale of REDU Asset to REDU Holdings OK'd ------------------------------------------------------------------ Judge Martin R. Barash of the U.S. Bankruptcy Court for the Southern District of New York authorized Michael A. McConnell, the Chapter 11 Trustee for the estate of HVI Cat Canyon, Inc., to sell the property known as the Richfield East Dome Unit to REDU Holdings, LLC for $1.25 million, pursuant to the Purchase and Sale Agreement, dated as of Sept. 18, 2020. A Sale Hearing was held on Oct. 8, 2020 at 10:00 a.m. The Buyer will assume and be liable for only those liabilities expressly assumed pursuant to the APA. The sale is free and clear of all Liens, Claims, and Interests. Upon releasing of any Liens, the Liens will attach to the proceeds of the Sale in the order and priority that existed prior to such releases. The Assets located in Orange County will be subject to property taxes, which will be Permitted Encumbrances. On the Closing, the Buyer will take title to and possession of the Assets subject only to the Permitted Encumbrances and the Assumed Obligations. The Trustee's assumption and assignment to the Buyer of the Assigned Contracts is approved. For all Assigned Contracts for which the Assumption Notice was served, the Trustee and the Buyer, as applicable, are each authorized and directed to pay their respective portion of all Cure Amounts required to be paid by such parties in accordance with the APA upon the later of (a) the Closing and (b) for any Assigned Contracts for which an objection has been filed to the assumption and assignment of such agreement or the Cure Amounts relating thereto and such objection remains pending as of the date of the Order, the resolution of such objection by settlement or order of the Court. With respect to Buganko, LLC, the Trustee is specifically authorized to assume its certain real property surface lease as part of any sale of the Assets and such surface lease will be assumed by the Trustee and assigned to the Buyer as part of the sale and effective as of the Closing. The Trustee will assign and the Buyer will assume all obligations of the Debtor under the Surface Rental Agreement held by Buganko. The Buyer will have the obligation to cure any pre-assignment defaults under the Surface Rental Agreement, including the pre-petition cure amount due in the amount of $119,012, upon close of escrow unless otherwise agreed to between Buganko and the REDU Buyer prior to the close of escrow. The consent to sale stipulations filed as docket nos. 1300, 1302, 1351, 1360, 1363, 1369, and 1375 are approved. Pursuant to the consent stipulation with Guarantee Royalties, Inc. and Laor Liquidating Associates, LP, the Buyer and Guarantee/Laor have an agreement for the Buyer to pay any prepetition royalties that may be due. The Buyer, and not the Trustee or the Estate, is responsible to pay any such pre-petition royalties pursuant to any agreement between the Buyer and Guarantee/Laor. As part of and in aid of the Sale, the Trustee is authorized to modify and/or amend any of the leases and executory contracts or surrender to any respective lessor or interest holder any of the leases or executory contracts that go unsold rather than abandon them. The Trustee is authorized to pay UBS AG, or its successor in interest, to the extent of cash proceeds, after appropriate reserves, amounts due on account of UBS' post-petition liens. The Trustee is authorized to pay TenOaks Energy Partners, LLC its fee in connection with the sale as approved and set forth in the Team Maria Joaquin, L.L.C. and Maria Joaquin Basin, L.L.C. Sale Order. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Trustee and the Buyer are free to close the Sale under the APA at any time pursuant to the terms thereof. A copy of the Surface Leases is available at https://tinyurl.com/y2zos3r2 from PacerMonitor.com free of charge. About HVI Cat Canyon Inc. HVI Cat Canyon, Inc., is a privately held oil and gas extraction company based in New York. HVI Cat Canyon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12417) on July 25, 2019. In the petition signed by Alex G. Dimitrijevic, president and COO, the Debtor was estimated to have assets of between $100 million and $500 million and liabilities of the same range. On Aug. 28, 2019, the New York Court entered an order transferring the venue to U.S. Bankruptcy Court for the Northern District of Texas, and assigned Case No. 19-32857. Weltman & Moskowitz, LLP, is the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on Aug. 9, 2019, appointed three creditors to serve on the official committee of unsecured creditors in the Debtor's case. IMPRESA HOLDINGS: Twin Haven Buying All Assets for $10 Million -------------------------------------------------------------- Impresa Holdings Acquisition Corp. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize their proposed bidding procedures in connection with the sale of substantially all assets to Twin Haven Special Opportunities Fund IV, L.P. or its designee for (i) a credit bid of $10 million in principal amount of loans under Twin Haven's Secured Promissory Notes and (ii) the assumption of certain liabilities as described in the Stalking Horse Agreement, subject to overbid. The Debtors intend to conduct a competitive postpetition sale process to maximize the value of their estates for creditors and other stakeholders. As part of their efforts to maximize value for their estates and creditors, they have retained Duff & Phelps Securities, LLC, a highly experienced and qualified investment banker. To further assist Duff & Phelps in its marketing efforts, the Debtors also have retained Holthouse Carlin & Van Trigt LLP to prepare a quality of earnings analysis that will be made available to potential buyers. The Debtors and Duff & Phelps intend to launch the marketing process immediately. Additionally, the Debtors believe it is important to establish a floor price for their assets and foster competitive bidding. To that end, they have secured a stalking horse bid from their prepetition secured lender, Twin Haven. The parties' Stalking Horse Agreement, provides for, among other things: (i) a credit bid of $10 million in principal amount of loans under Twin Haven's Secured Promissory Notes and (ii) the assumption of certain liabilities as described in the Stalking Horse Agreement. The Stalking Horse Agreement does not require the Debtors to pay any break-up fee, expense reimbursement, or other forms of bid protections. The Debtors believe that the concession from the Stalking Horse Bidder will further foster interest in their assets and aid the them in maximizing value. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 30, 2020 at 5:00 p.m. (ET) b. Initial Bid: Must exceed the amount of the Stalking Horse Bid by at least $250,000 c. Deposit: 10% of the purchase price d. Auction: If the Debtors receive one or more timely Qualifying Bids other than the Stalking Horse Bid, then they will conduct the Auction on Dec. 2, 2020 commencing at 10:00 a.m. (ET) virtually by videoconference at the offices of Morris, Nichols, Arsht & Tunnell LLP, 1201 N. Market Street, 16th Floor, Wilmington, Delaware 19801, or on such other date and/or at such other location or by other virtual means as determined by the Debtors in consultation with the Lender. e. Bid Increments: $250,000 f. Sale Hearing: Dec. 4, 2020 at 10:00 a.m. (ET) g. Sale Objection Deadline: 4:00 p.m. (ET) 21 days following mailing of the Sale and Contract Notice h. Closing: Dec. 18, 2020 Within five business days of entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice on the Sale Notice Parties. To facilitate the Sale, the Debtors ask authority to assume and assign to the Successful Bidder, the Assumed Contracts in accordance with the Assumption and Assignment Procedures. Within five business days following entry of the Bidding Procedures Order, the Debtors will file with the Court and serve on each counterparty to an Assumed Contract the Contract Notice. The Contract Objection Deadline is 4:00 p.m. (ET) 21 days following mailing of the Contract Notice. The Debtors submit that, in the interest of attracting the best offers, it is appropriate to sell the Assets on a final "as is" basis, free and clear of any and all Encumbrances. By the Motion, the Debtors ask entry of the following: a. the Bidding Procedures Order: (i) authorizing and approving the Bidding Procedures in connection with the Sale of the Assets; (ii) establishing the below dates and deadlines for the sale process; (iii) approving the form and manner of the Sale Notice; (iv) approving procedures for the assumption and assignment of certain executory contracts and unexpired leases in connection with the Sale and approving the Contract Notice; and (v) granting related relief; and b. following entry of, and compliance with, the Bidding Procedures Order, the Sale Order at the Sale Hearing: (i) authorizing and approving the Sale of the Assets to the Stalking Horse Bidder or otherwise Successful Bidder(s), as applicable, free and clear of all liens, claims, interests, and encumbrances to the extent set forth in the Stalking Horse Agreement or asset purchase agreement(s); (ii) authorizing and approving the assumption and assignment of the Assigned Contracts as set forth in the Asset Purchase Agreement; and (iii) granting related relief. Finally, the Debtors ask a waiver of the 14-day stays under Bankruptcy Rules 6004(d) and 6004(h). A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/y6bq45xk from PacerMonitor.com free of charge. About Impresa Holdings Impresa Holdings designs, manufactures, and supplies precision sheet metal parts, CNC-machined components, and assemblies for commercial jets, regional and business aircraft, military aircraft, and civil/military helicopters. The company's services include sheet metal fabrication, hydroform pressing, brake. Impresa began operating in 1973 as Venture Aircraft and expanded through a 2012 acquisition of Swift-Cor Aerospace. It then changed its name Impresa Aerospace. Operating from a production facility in Gardena, California, Impresa provides machined parts, fabricated components, assembled parts and tooling for the aerospace and defense industries. In addition to Boeing, the debtor's customers include Spirit AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin and Gulfstream. It has provided parts and components for Boeing's major airframes, including the 787, 777 and 747 as well as the Airbus A380 and Gulfstream's G550 and G650 planes. On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12399). At the time of the filing, Impresa Holdings had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M. Haga of Morris Nichols Arsht & Tunnell LLP serve as counsel to Impresa. Duff & Phelps Securities, LLC, is the investment banker. Stretto is the claims agent. INSIGHT TERMINAL: Sierra Club Has No Legal Interest in Ch. 11 Case ------------------------------------------------------------------ In the bankruptcy case captioned IN RE: INSIGHT TERMINAL SOLUTIONS, LLC, et al., Debtors, Case No. 19-32231(1)(11), Jointly Administered (Bankr. W.D. Ky.), Bankruptcy Judge Joan A. Lloyd granted Debtors Insight Terminal Solutions, LLC and Insight Terminal Holdings, LLC's Motion to Strike the Sierra Club filings. The Court said the Sierra Club does not have a direct legal interest in this case. The Debtors sought to strike the following documents filed by the Sierra Club: Doc. Nos. 285 and 320. On Sept. 14, 2020, the Sierra Club withdrew both of these documents from the record. Therefore, these documents will be stricken from the record of this matter. Additionally, the Debtors sought to strike any documents filed by the Sierra Club in the future. The Court also granted this request. The Sierra Club admitted in its Response to the Debtors' Motion that it does not have legal standing to participate in this case. According to the Court, the law is clear. Under 11 U.S.C. sections 1109 and 1128, as well as Bankruptcy Rule 2018(a), the Sierra Club is not a "party-in-interest" because it does not have a direct legal interest in this case, nor does it hold a direct financial stake in the outcome of the case. While its members may have an interest in the outcome of the case, they are neither debtors nor creditors and do not have a pecuniary interest in the outcome of this case. They are, therefore, not entitled to be treated as a party-in-interest in this case. As a bankruptcy proceeding, the matters are public record. Furthermore, there is no basis for this Court to exercise its discretion to allow Sierra Club to permissively intervene in this proceeding. Absent a protective order, any member of the public may observe the in court proceedings or view the filings herein. This, however, does not entitle the Sierra Club to act as a participant in this proceeding. This is a highly contested Chapter 11 case, with able counsel representing each participant. The parties have and will continue to advocate for their clients as to the feasibility of the proposed Plan, as well as whether it does or does not comply with any federal or state laws and regulations. It is unduly burdensome and prejudicial to the parties of this proceeding to have to respond to the Sierra Clubs' filings. Therefore, the Court held that the Sierra Club is prohibited from filing any future pleadings in this case. A copy of the Court's Memorandum Opinion and Order is available at https://bit.ly/2T73piG from Leagle.com. About Insight Terminal Solutions Insight Terminal Solutions -- http://insightterminals.com-- is an Oakland, Calif.-based company that provides terminal and stevedoring services at the Oakland Bulk and Oversized Terminal (OBOT) for a variety of bulk agriculture and mineral commodities. Insight Terminal Solutions and its affiliate Insight Terminal Holdings, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Lead Case No. 19-32231) on July 17, 2019. The petitions were signed by John J. Siegel, Jr., manager. At the time of filing, Insight Terminal Solutions was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Insight Terminal Holdings was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. Andrew David Stosberg, Esq., at Middleton Reutlinger, represents the Debtor. INTERNATIONAL ORANGE SPA: Wins Interim OK to Use Cash Collateral ---------------------------------------------------------------- Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the Northern District of California has authorized International Orange Spa Inc. to use cash collateral on an interim basis. The Small Business Administration on account of the Economic Injury Disaster Loans (EIDL) loan is granted a replacement lien against $48,527 of unencumbered cash. The Replacement Lien will be perfected and enforceable without the need for the SBA or the Debtor to take any further action, but it will be subject to further Orders of the Court. The Debtor is authorized to freely sell its inventory and use the proceeds thereof in the ordinary course of its business, without further accounting therefor. A final hearing on the Motion is set for November 12, 2020 at 10:00 a.m. A copy of the order is available at https://bit.ly/2HhjlvN from PacerMonitor.com. About International Orange Spa Inc. International Orange Spa, Inc. -- https://internationalorange.com -- is a San Francisco, Calif.-based spa offering facials, massage, acupuncture, and organic skin and body care. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30812) on October 11, 2020. In the petition signed by Melissa Ferst, president, the Debtor disclosed $756,842 in assets and $2,626,865 in liabilities. Judge Hannah L. Blumenstiel oversees the case. Michael St. James, Esq., at St. James Law, P.C., is the Debtor's counsel. INTERPACE BIOSCIENCES: Committee Finds Complaints Unsubstantiated ----------------------------------------------------------------- Interpace Biosciences, Inc., reports that the Audit Committee of the Board of Directors has completed an independent investigation into complaints of certain employment and billing and compliance matters and concluded that the allegations made in the complaints are unsubstantiated and that there was no evidence of any illegal acts. As set forth in the Company's Notification of Late Filing on Form 12b-25 filing announcing the Company's inability to timely file its Form 10-Q for the quarter ended June 30, 2020, in July 2020, the Company received letters from employees, one of whom has left the Company's employ, concerning certain employment and billing and compliance matters. In response, the Company informed its Audit Committee and Regulatory Compliance Committee as well as its independent registered public accounting firm. The Audit Committee commenced an investigation of these matters with the assistance of independent counsel and advisors thereto. The Audit Committee concluded that the allegations were not substantiated and that there was no evidence of any illegal acts. About Interpace Biosciences Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com/-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace reported a net loss attributable to common stockholders of $27.16 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $12.19 million for the year ended Dec. 31, 2018. As of March 31, 2020, the Company had $78.51 million in total assets, $25.14 million in total liabilities, $46.54 million in preferred stock, and $6.84 million in total stockholders' equity. IQOR HOLDINGS: Court OKs Plan to Swap Equity for Debt ----------------------------------------------------- Daniel Gill of Bloomberg Law reports that iQor Holdings Inc.'s lenders will own all of the business outsourcing company after iQor won court approval of its bankruptcy reorganization plan that swaps equity for debt. The company will shed $513 million from its balance sheet, according to the plan approved Wednesday, Oct. 14, 2020, by Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas. Holders of first-lien term loans will get 95.75% of the stock of the company emerging from bankruptcy, plus a new term loan. iQor had been owned in part by HGGC, a Bay Area private equity firm. About iQor Holdings iQor is a managed services provider of customer engagement and technology-enabled BPO solutions. With 35,000 employees in 9 countries, it partners with many of the world's best-known brands to deliver aftermarket product and customer support solutions that span the consumer value chain, from customer care and receivables management to product diagnostics and repair services. On the Web: http://www.iqor.com/or follow at www.twitter.com/iqor J. C. PENNEY: Equity Holders Seek to Vacate DIP Loan Order ---------------------------------------------------------- The Ad Hoc Committee of Equity Interest Holders of J.C. Penney Company, Inc. and its debtor-affiliates asks the U.S. Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, for entry of an order vacating or modifying the Final Order authorizing the use of cash collateral and postpetition financing. The Committee recounts that on May 16, 2020, the Court held an extraordinary, emergency first day hearing in the cases at which the Debtors provided a dire outlook: as a result of unprecedented economic disruption caused by the COVID-19 pandemic, the Debtors were facing a severe cash shortage and, within just a few months, would need an extraordinarily expensive infusion of capital to sustain operations. With these dire projections casting a pall over the Bankruptcy Cases, the Debtors sought approval of the DIP Loan. The Court accepted the Debtors' projections and approved the DIP Loan. Ultimately, the Debtors' doom and gloom warnings have proven false. According to the Committee, the Debtors have significantly outperformed their grossly pessimistic projections -- exceeding initial Net Sales projections by more than 25%; initial Net Cash Flow projections by more than 551% and accumulating approximately $817 million more in available cash than initially projected. The Committee says the DIP Loan was never needed and has caused and continues to cause significant harm to the Debtors and their estates. Unfortunately, despite this significantly better than expected performance, the Debtors are languishing in the Bankruptcy Cases; stuck pursuing a remarkably bad sale transaction for the sole benefit of the DIP Lender Group. The DIP Lender Group's benefit received from is unjust, the Committee contends. The Committee believe the Court should vacate the DIP Loan Order -- or, alternatively, at a minimum, modify the Final Order to limit approval to new money advances only and deny approval of all deemed borrowings or roll up loans approved therein. In June, the Debtors received Court authorization to access DIP financing, which includes $450 million of new money from its existing First Lien lenders. The Company had previously received approval to access and use its approximately $500 million in cash collateral. Under the terms of the DIP agreement, JCPenney has access to up to $225 million immediately, and will have access to an additional $225 million as needed after July 15, 2020, subject to certain conditions. In addition, the Company's Ad Hoc Crossholder Group of lenders has agreed to participate in the rollup portion of the DIP in the amount of $53 million. According to the Committee, the Final Order approved a DIP Loan that has not been and will not be used by the Debtors. Further, rather than facilitating an expeditious case, the DIP Loan Order has enabled the DIP Lender Group to dominate the Debtors and direct these Bankruptcy Cases to their exclusive benefit. "Freed from the onerous and unnecessary DIP Loan, the Debtors could realistically consider plan structures not currently feasible given the $900 million administrative priority claim awarded to the DIP Lender Group," the Committee says. A copy of the Committee's motion is available at https://bit.ly/345eaYO from PacerMonitor.com. About J.C. Penney Company Founded in 1902 by James Cash Penney, J.C. Penney Corporation, Inc. is an American retail company engaged in marketing apparel, home furnishings, jewelry, cosmetics and cookware. It was called J.C. Penney Stores Company from 1913 to 1924 when it was reincorporated as J.C. Penney Co. On May 15, 2020, J.C. Penney announced that it entered into a restructuring support agreement with lenders holding 70 percent of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182) on May 15, 2020. The Debtors have tapped Kirkland & Ellis LLP and Jackson Walker LLP as their legal counsel, Lazard Freres & Co. LLC as investment banker, AlixPartners LLP as financial advisor, and Katten Muchin Rosenman LLP as special counsel. Prime Clerk is the claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee has tapped Cole Schotz P.C. and Cooley LLP as its legal counsel, Jefferies LLC as investment banker, and FTI Consulting, Inc. as financial advisor. Katten Muchin Rosenman, LLP and Goldin Associates, LLC serve as legal counsel and financial advisor for Alan Carr and Steve Panagos, respectively, who were elected independent directors of J.C. Penney's board of directors on May 1, 2020. J.C. PENNEY: Court Extends Plan Exclusivity Until 2021 ------------------------------------------------------ At the behest of J. C. Penney Company, Inc. and its affiliates, Judge David R. Jones extended the periods within which the Debtors have the exclusive right to file a plan of reorganization through and including January 10, 2021, and to solicit acceptances of the plan to March 11, 2021. The Debtors said the COVID-19 pandemic was in full swing and the resultant government-mandated store closures had decimated their leading revenue stream, in-store sales, nearly overnight. In a mere four months, the Debtors said they have successfully utilized the tools afforded under the Bankruptcy Code to obtain critical operational and financial relief, stabilize operations to the best of their ability, transition their business into chapter 11, and implement protocols that allow them to continue in-store sales during the pandemic. Although much work remains to be done, the Debtors have taken critical steps toward a successful restructuring. On September 10, 2020, following arm's-length, hard-fought negotiations amongst the Debtors, an ad hoc group of First Lien Notes Secured Parties and Term Loan Credit Parties represented by Milbank LLP, and Brookfield Property Group and Simon Property Group -- together, the "OpCo Stalking Horse Bidder" -- the parties have reached an agreement in principle, the terms of which are reflected in the Letter of Intent provided by the OpCo Stalking Horse Bidder and executed by all parties. The Debtors said they have used their initial Exclusivity Period to feverishly pursue and close in on their ongoing stated goal -- preserving going concern and saving 70,000 jobs. The Debtors said the LOI provides a clear and achievable blueprint to continue to operate J. C. Penney through a going-concern transaction that will save more than 70,000 jobs. Over the coming weeks, the OpCo Stalking Horse Bidder, the Debtors, and the First Lien Group will work to finalize definitive documentation and effectuate the transaction, including through an asset purchase agreement and chapter 11 plan, following a more than four-month "Market Test." The LOI and the transactions contemplated represent the culmination of immense efforts from the Debtors and various stakeholders and provide a pathway to the best possible result under the circumstances, the Debtors said. During this critical juncture, the extension will allow the Debtors to retain the exclusive right to file and prosecute a chapter 11 plan, avoiding needless distraction and additional administrative expenses. About J.C. Penney Company Founded in 1902 by James Cash Penney, J.C. Penney Corporation, Inc. is an American retail company engaged in marketing apparel, home furnishings, jewelry, cosmetics, and cookware. It was called J.C. Penney Stores Company from 1913 to 1924 when it was reincorporated as J.C. Penney Co. On May 15, 2020, J.C. Penney announced it entered into a restructuring support agreement with lenders holding 70 percent of its first-lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182) on May 15, 2020. Judge David R. Jones oversees the case. The Debtors have tapped Kirkland & Ellis LLP and Jackson Walker LLP as their legal counsel, Lazard Freres & Co. LLC as investment banker, AlixPartners LLP as financial advisor, and Katten Muchin Rosenman LLP as special counsel. Prime Clerk is the claims agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee has tapped Cole Schotz P.C. and Cooley LLP as its legal counsel, Jefferies LLC as investment banker, and FTI Consulting, Inc. as financial advisor. Katten Muchin Rosenman, LLP, and Goldin Associates, LLC serve as legal counsel and financial advisor for Alan Carr and Steve Panagos, respectively, who were elected independent directors of J.C. Penney's board of directors on May 1, 2020. J.C. PENNEY: Sale Talks With Biggest Landlords Stall ---------------------------------------------------- Eliza Ronalds-Hannon and Lauren Coleman-Lochner of Bloomberg News reports that a plan to sell bankrupt J.C. Penney Co.'s retail operations to its two biggest landlords stalled last week, raising the prospect that creditors will carry the burden of millions of dollars in extra costs as the retailer prepares for the crucial holiday season. Talks between J.C. Penney's lenders and the would-be buyers, mall owners Simon Property Group Inc. and Brookfield Property Partners LP, broke down in recent days, according to people with knowledge of the negotiations. The landlords missed several deal deadlines as communication between the parties lapsed, the people added. About J.C. Penney Company Founded in 1902 by James Cash Penney, J.C. Penney Corporation, Inc. is an American retail company engaged in marketing apparel, home furnishings, jewelry, cosmetics and cookware. It was called J.C. Penney Stores Company from 1913 to 1924 when it was reincorporated as J.C. Penney Co. On May 15, 2020, J.C. Penney announced that it entered into a restructuring support agreement with lenders holding 70 percent of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182) on May 15, 2020. The Debtors tapped Kirkland & Ellis LLP and Jackson Walker LLP as their legal counsel, Lazard Freres & Co. LLC as investment banker, AlixPartners LLP as financial advisor, and Katten Muchin Rosenman LLP as special counsel. Prime Clerk is the claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee has tapped Cole Schotz P.C. and Cooley LLP as its legal counsel, Jefferies LLC as investment banker, and FTI Consulting, Inc. as financial advisor. Katten Muchin Rosenman, LLP and Goldin Associates, LLC serve as legal counsel and financial advisor for Alan Carr and Steve Panagos, respectively, who were elected independent directors of J.C. Penney's board of directors on May 1, 2020. K & W CAFETERIAS: Committee Hires Waldrep LLP as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of K & W Cafeterias, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to retain Waldrep LLP, as bankruptcy counsel to the Committee. The Committee requires Waldrep LLP to: (a) act as bankruptcy counsel for the Committee in the Middle District of North Carolina; (b) provide the Committee with legal advice concerning its duties, powers, and rights in relation to the Debtors and the administration of the Debtor's bankruptcy case; (c) assist the Committee in the investigation of the acts, conduct, assets, and liabilities of the Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization; (d) assist the Committee and the Debtor in the formulation of a plan of reorganization, or if appropriate, to formulate the Committee's own plan of reorganization; (e) take such action as is necessary to preserve and protect the rights of all of the Debtor's unsecured creditors; (f) investigate potential causes of action against third parties for the benefit of the bankruptcy estate; (g) prepare on behalf of the Committee all necessary applications, pleadings, adversary proceedings, answers, reports, orders, responses, and other legal documents; (h) conduct appropriate discovery and investigations into the Debtor's operations, valuation of assets, lending relationships, management, and causes of action; and (i) perform all other legal services that may be necessary and in the best interests of the unsecured creditors of the Debtor's estate. Waldrep LLP will be paid at these hourly rates: Thomas W. Waldrep, Partner $640 James C. Lanik, Partner $475 Jennifer B. Lyday, Partner $415 Evan A. Lee, Associate $260 John Van Swearingen, Associate $260 Brenda D. Carter, Paralegal $220 Marybeth Ford, Paralegal $220 Waldrep LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas W. Waldrep, Jr., partner of Waldrep LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Waldrep LLP can be reached at: Thomas W. Waldrep, Jr., Esq. James C. Lanik, Esq. Jennifer B. Lyday, Esq. WALDREP LLP 101 S. Stratford Road, Suite 210 Winston-Salem, NC 27104 Tel: (336) 717-1440 Fax: (336) 717-1340 E-mail: notice@waldrepllp.com About K & W Cafeterias K&W Cafeterias, Inc., a company based in Winston Salem, N.C., filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 20-50674) on Sept. 2, 2020. Judge Benjamin A. Kahn presides over the case. In the petition signed by Dax C. Allred, president, the Debtor disclosed $30,085,274 in assets and $22,189,229 in liabilities. The Debtor has tapped Northen Blue, LLP as its bankruptcy counsel and Bell Davis & Pitt P.A. and Constangy Brooks Smith & Prophete LLP as its special counsel. William Miller, U.S. bankruptcy administrator, appointed a committee to represent unsecured creditors in Debtor's Chapter 11 case. The committee tapped Waldrep Wall Babcock & Bailey PLLC as its bankruptcy counsel. KENDALL FROZEN: Trustee Hires David Agler as Special Counsel ------------------------------------------------------------ Howard B. Grobstein, the Chapter 11 Trustee, Kendall Frozen Fruits, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of David Agler, as special tax and corporate counsel to the Trustee. In light of the provisions of the Plan to create the Operating Subsidiary as a qualified subchapter S corporation ("QSub"), the Trustee requires the assistance of special counsel to assist in the formation of the QSub, and the relevant corporate governance documents to be in full compliance with the Plan. Additionally, David Agler will advise the Trustee and the Reorganized Debtor Tax on certain tax and corporate related matters, including to corporate issues relating to the parent company and the QSub doing business in various states across the U.S. David Agler will be paid at the hourly rate of $700. David Agler will also be reimbursed for reasonable out-of-pocket expenses incurred. David Agler, partner of the Law Office of David Agler, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David Agler can be reached at: David Agler, Esq. LAW OFFICE OF DAVID AGLER 15233 Ventura Blvd., 9th Floor Sherman Oaks, CA 91403 Tel: (818) 501-5200 About Kendall Frozen Fruits Newport Beach, California-based Kendall Frozen Fruits, Inc. -- https://www.kendallfruit.com/ -- is an industrial food supplier specializing in the sale and marketing of fruit and vegetable products since 1939. It offers frozen fruits, dried fruits, juice concentrates, purees, freeze dried fruit, fruit powders, vegetable products, chocolate covered dried fruit, and yogurt covered dried fruit. Kendall Frozen Fruits sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-14052) on Nov. 5, 2018. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of the same range. Judge Scott C. Clarkson oversees the case. SulmeyerKupetz, A Professional Corporation, is the Debtor's counsel. Howard Grobstein was appointed as the Debtor's Chapter 11 trustee on Feb. 14, 2019. The Trustee hired Marshack Hays LLP as his legal counsel. KRIEGER CRAFTSMEN: Plastic Injection Molds Maker Seeks Chapter 11 ----------------------------------------------------------------- Jayson Bussa of MiBiz reports that Krieger Craftsmen Inc., a manufacturer of plastic injection molds for the automotive, medical, appliance and consumer products industries, has filed for Chapter 11 bankruptcy. Owned outright by Timothy Krieger, the business is headquartered at 2758 3 Mile Road NW in Walker and employs approximately 16. Krieger filed under Subchapter V of the Bankruptcy Code, which was created under the Small Business Reorganization Act of 2019. This law — which is emerging as a lifeline for many insolvent small businesses with debts under $7.5 million — went into effect on Feb. 19 and expedites the Chapter 11 process while cutting down on expenses associated with bankruptcy proceedings. Additionally, the small business debtor can maintain a stake in the company throughout the process instead of having to buy back in. "There are a lot of small businesses like Krieger — where there is a solid operator, he's got a good relationship with customers and a good relationship with vendors — and this Small Business Reorganization Act allows him to hit pause and get back on track," Todd Almassian, partner at Keller & Almassian PLC who is representing Krieger in the bankruptcy, told MiBiz. "It's good for our economy and I think we’ll see a lot of them." In the filing with the U.S. Bankruptcy Court for the Western District of Michigan, Krieger said business decisions led the company to overextend itself, which was then compounded by the economic fallout from the COVID-19 pandemic, leading to financial insolvency. The company reported $1.6 million in assets and $6.3 million in liabilities, according to the filings. In an affidavit, Krieger said the company invested $1.3 million in 2016 to launch a second business called J-Flex, which specialized in creating molds for automotive lighting products. J-Flex underperformed because of changes in technology that led to a reduction in the number of reflex designs required for automobiles. Krieger said in the filing that the company also found difficulty breaking into the market as a new supplier. At the same time it established J-Flex, Krieger Craftsmen also expanded into offshore mold building, which increased staffing to 34 employees in 2017 to keep up with the workload. The company also invested $1.2 million in a new 5-axis CNC machine. The company's financial woes were exacerbated by the COVID-19 pandemic, per the bankruptcy filing, which noted a $382,000 Paycheck Protection Program loan was insufficient in helping the business dig out. According to the filings, Krieger Craftsmen’s revenues have fallen every year since 2017, when it generated $6.9 million in sales. Gross revenues dipped to $4.1 million in 2018 and $3.9 million in 2019. Year to date in 2020, the company generated $1.7 million in gross revenues. Estimating that the business has roughly 50 to 99 creditors, many local businesses are listed as top unsecured creditors for Krieger. They include Model Die & Mold Inc. in Grand Rapids ($149,225), Michael Haws of Sparta ($105,000), Grand Rapids-based law firm Koernke & Crampton PC ($100,000), Pioneer Construction ($49,682.17), Grand Rapids mechanical contractor Andy J. Egan Co. Inc. ($36,157.87), Grandville-based Extreme Wire EDM ($15,675.00), Comstock Park-based Commercial Tool & Die Inc. ($14,100) and Positive Designs LLC in Middleville ($13,755). Krieger Craftsman also took out three loans from Chemical Bank, now TCF National Bank, in 2018 for $1.2 million, $1.2 million and $1.72 million. The company owes $838,966.24, $1.1 million and $1.3 million on those loans, respectively. The company also owes roughly $500,000 on a $1 million loan it took out in 2015. Krieger, who started the operation in his garage in 1993, formally incorporated Krieger Craftsman Inc. in 1995 and began manufacturing plastic injection molds for the automotive, medical and appliance industries. About Krieger Craftsmen Krieger Craftsmen Inc. -- https://www.kriegercraftsmen.com/ -- is a manufacturer of plastic injection molds for the automotive, medical, appliance, and consumer products industries. Krieger Craftsmen sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 20-03157) on Oct. 11, 2020. The Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. The Hon. John T. Gregg is the case judge. The Debtor tapped KELLER & ALMASSIAN, PLC, as counsel; and GANTRY BUSINESS SOLUTIONS, LLC, as financial advisor. NIENHUIS FINANCIAL GROUP, LLC, is the Debtor's accountant. LENDMARK FUNDING 2020-2: S&P Assigns Prelim BB- Rating to D Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary ratings to Lendmark Funding Trust 2020-2's personal consumer loan-backed notes. The note issuance is an ABS securitization backed by personal consumer loan receivables. The preliminary ratings are based on information as of Oct. 15, 2020. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect S&P's view of: -- The availability of approximately 48.3%, 43.9%, 39.6%, and 31.6% credit support to the class A, B, C, and D notes, respectively, in the form of subordination, overcollateralization, a reserve account, and excess spread. These credit support levels are sufficient to withstand stresses commensurate with the notes' preliminary ratings, based on S&P's stressed cash flow scenarios. -- The results of S&P's liquidity analyses to assess the impact of a temporary disruption in loan principal and interest payments over the next 12 months as a result of the COVID-19 pandemic. These included elevated deferment levels and a reduction of voluntary prepayments to 0.0%. "Based on our analyses, the note interest payments and transaction expenses are a small component of the total collections from the pool of receivables, and accordingly, we believe the transaction could withstand temporary, material declines in collections and still make full and timely liability payments," S&P said. -- Lendmark Financial Services LLC's (Lendmark's) tightening of underwriting and enhancing of servicing procedures for its portfolio in response to the COVID-19 pandemic. Lendmark selectively eliminated loans to lower-credit grade new borrowers, and reduced advances to lower-credit grade existing borrowers. The implementation of new payment deferral options to borrowers negatively affected by the COVID-19 pandemic. While deferment levels rose through March and peaked in April, they decreased from May through August to historic trend levels. S&P's expectation that under a moderate ('BBB') stress scenario, all else being equal, the assigned preliminary ratings will be within the limits specified in the credit stability section of "S&P Global Ratings Definitions," published Aug. 7, 2020. -- The timely interest and full principal payments expected to be made under stressed cash flow modeling scenarios appropriate to the assigned preliminary ratings. -- The characteristics of the pool being securitized and the receivables expected to be purchased during the revolving period. -- The operational risks associated with Lendmark's decentralized business model. To date, Lendmark's central facilities and branch network remain open and operational. Lendmark has the capacity to shift branch employees to other branches as needed, and the company's technology infrastructure allows employees at any location to service loans across the entire branch network. The transaction's payment and legal structures. PRELIMINARY RATINGS ASSIGNED Lendmark Funding Trust 2020-2 Class Rating Amount (mil. $)(i) A A (sf) 197.950 B BBB+ (sf) 13.310 C BBB- (sf) 11.850 D BB- (sf) 26.890 (i)The actual size of these tranches will be determined on the pricing date. LEXARIA BIOSCIENCE: Posts $4.08 Million Net Loss in Fiscal 2020 --------------------------------------------------------------- Lexaria Bioscience Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss and comprehensive loss of $4.08 million on $384,543 of revenue for the year ended Aug. 31, 2020, compared to a net loss and comprehensive loss of $4.16 million on $222,610 of revenue for the year ended Aug. 31, 2019. As of Aug. 31, 2020, the Company had $2.83 million in total assets, $345,980 in total liabilities, and $2.48 million in total stockholders' equity. Davidson & Company LLP, in Vancouver, Canada, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Oct. 14, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1348362/000164033420002561/lxrp_10k.htm About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com/-- is a global innovator in drug delivery platforms. Its patented DehydraTECH drug delivery technology changes the way Active Pharmaceutical Ingredients enter the bloodstream, promoting healthier ingestion methods, lower overall dosing, and higher effectiveness for lipophilic active molecules. DehydraTECH increases bio-absorption, reduces time of onset, and masks unwanted tastes for orally administered bioactive molecules, including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), nicotine, and other molecules. Lexaria has licensed DehydraTECH to multiple companies in the cannabis industry for use in cannabinoid beverages, edibles and oral products and to a world-leading tobacco producer for the development of smokeless, oral-based nicotine products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 16 patents granted and over 60 patents pending worldwide. LIGADO NETWORKS: Offers 17.5% Coupon in Junk Bond Sale ------------------------------------------------------- Paula Seligson of Bloomberg News reports that Ligado Networks LLC hiked the coupon on its junk bond sale, pulled the loan portion and sweetened other terms on the debt deal as it seeks to avoid bankruptcy. The wireless communications company initially sought out a $4.3 billion debt offering, originally slated to price about a week ago, to refinance upcoming maturities. It targeted as much as $3.26 billion of first-lien debt split between a leveraged loan and payment-in-kind notes, and about $1 billion of second-lien PIK notes. The size of the first-lien portion has been lowered to $2.85 billion and the leveraged loan offering dropped, according to people familiar with the matter. About Ligado Networks Ligado Networks, formerly known as LightSquared, is an American satellite communications company. It creates innovative commercial and technology solutions, delivers highly-secure and ultra-reliable communications over Custom Private Networks, all to accelerate investment in and deployment of 5G networks. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, as the Company sought to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. Bankruptcy Judge Shelley C. Chapman in late March 2015, approved LightSquared Inc.'s Chapter 11 reorganization plan. * * * According to reports, Ligado Networks is heading back to the debt markets in hopes of raising as much as $4 billion that would steer the wireless company clear of a possible bankruptcy, according to people familiar with the matter. The company hopes the debt sale could refinance more than $2 billion in loans coming due in December that could otherwise tip Ligado into its second bankruptcy since 2012. LIGHTHOUSE HOSPITALITY: Hires ClaimPro Public as Public Adjuster ---------------------------------------------------------------- Lighthouse Hospitality, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ ClaimPro Public Insurance Adjusters, LLC, as public adjuster to the Debtor. The Debtor has suffered loss on September 5, 2020. This loss appears to have resulted from a pipe leak in a second-floor bath. While the severity is still not clear or assessed, it appears to warrant a claim be made and negotiated with the Debtor's insurer, State Farm Insurance. The Debtor requires ClaimPro Public to assist the Debtor in the recovery of the loss and present a claim to the insurer. ClaimPro Public will be paid a fee of 10% of any recovery. Anthony N. Parise, partner of ClaimPro Public Insurance Adjusters, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. ClaimPro Public can be reached at: Anthony N. Parise CLAIMPRO PUBLIC INSURANCE ADJUSTERS, LLC 218 Faxon Road East Haven, CT 06513 Tel: (203) 676-3100 Fax: (203) 878-4478 E-mail: aparise@claimproPA.com About Lighthouse Hospitality Lighthouse Hospitality LLC, which conducts business as Tidewater Inn, operates a three-star hotel in Madison, Connecticut. The hotel's guestrooms have a private en-suite bathroom with a shower, air conditioning, cable television, and wireless internet access. Lighthouse Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 19-30387) on March 14, 2019. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of less than $1 million. The case is assigned to Judge Ann M. Nevins. Coan, Lewendon, Gulliver & Miltenberger, LLC, is the Debtor's counsel. MALLINCKRODT PLC: Stevens, et al. Represent Insurance Claimants --------------------------------------------------------------- In the Chapter 11 cases of Mallinckrodt PLC, et al., the law firms of Stevens & Lee, P.C., Keller Lenkner LLC, Consovoy Mccarthy PLLC and Morgan & Morgan, P.A. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Dr. Eric Hestrup, in His Individual Capacity and as a Representative of the Putative Classes of Purchasers of Health Insurance that He Proposes to Represent. S&L and its Co-counsel represent Dr. Eric Hestrup, plaintiff in a nationwide class action further described below, as well as the following class action plaintiffs in 28 federal district court lawsuits: Ronald D. Stracener, F. Kirk Hopkins, Jordan Chu, Amel Eiland, Nadja Streiter, Michael Konig, Eli Medina, Barbara Rivers, Marketing Services of Indiana, Inc., Glenn Golden, Gretta Golden, Michael Christy, Edward Grace, Debra Dawsey, Darcy Sherman, Kimberly Brand, Lou Sardella, Michael Klodzinski, Kevin Wilk, Heather Enders, Jason Reynolds, MSI Corporation, Deborah Green-Kuchta, W. Andrew Fox, Dora Lawrence, Michael Lopez, Zachary R. Schneider, William Taylor, William Stock and Al Marino, Inc., in their individual and representative capacities in their respective actions. All of the Private Insurance Class Actions have been and remain stayed in connection with In re National Prescription Opiate Litigation, No. 1:17-md-2804. Dr. Eric Hestrup is the lead class claimant in a nationwide class action complaint in the United States District Court for the Northern District of Illinois, Hestrup v. Mallinckrodt plc, et al., Case No. 19-cv-08453. The Hestrup Complaint was subsequently transferred to the MDL and all proceedings in connection therewith are currently stayed. Generally, the Private Insurance Class Actions seek to hold manufacturers and distributors of opioids, as well as pharmacies, liable for their role in creating the opioid epidemic. As a result, Private Insurance Plaintiffs will be asserting claims in one or more of the Debtors' cases under the Bankruptcy Code on behalf of the Private Insurance Class Claimants. The direct and proximate consequence of the misconduct of Opioid Defendants, including one or more of the Debtors, is that every purchaser of private health insurance in the United States and its territories paid higher premiums, co-payments, and deductibles. Insurance companies have considerable market power and pass onto their insureds the expected cost of future care—including opioid-related coverage. Accordingly, insurance companies factored in the unwarranted and exorbitant healthcare costs of opioid-related coverage caused by the Opioid Defendants, including one or more of the Debtors, and passed all or virtually all of these increased costs through to insureds in the form of higher premiums, co-payments, and deductibles. As of Oct. 12, 2020, Keller Lenkner LLC and Morgan & Morgan, P.A. have filed the following nationwide class action against Opioid Defendants: Hestrup v. Mallinckrodt PLC, et al., Case No. 19-cv-08453 (United States District Court for the Northern District of Illinois) MORGAN & MORGAN, P.A. has filed actions against Opioid Defendants on behalf of the following: -- Oklahoma Mayes County Rogers County Nowata County Creek County Washington County Okmulgee County -- Kansas Crawford County Neosho County -- West Virginia Counties Barbour County Clay County Hardy County Lincoln County Mason County McDowell County Mercer County Mingo County Preston County Taylor County Tucker County Webster County Addison Camden-on-Gauley Chapmanville Cowen Delbarton Gilbert Hamlin and West Hamlin Kermit Matewan Oceana Grafton Philippi Point Pleasant Welch Williamson Village of Barboursville -- Missouri City of Springfield -- Florida Boca Raton Broward County (Multi-Firm) City of Hollywood Cutler Bay Dade City Deerfield Beach Ft. Lauderdale Hallandale Lauderhill Miramar Monroe County Orlando Pembroke Pines Pine Crest None of the Private Insurance Plaintiffs has any "disclosable economic interest" other than as disclosed in the preceding paragraphs. Other than as disclosed herein, S&L does not currently represent or claim to represent any other entity with respect to any of the Debtors' cases under the Bankruptcy Code and does not hold any claim against or interest in any of the Debtors or any of the Debtors' estates. Certain of the Co-counsel do represent other entities in actions also currently stayed in connection with the MDL. They and the parties they represent are identified in the attached Exhibit A to this verified statement. S&L reserves its right to revise or supplement this verified statement as may be necessary or appropriate. This verified statement is provided without prejudice to the right of S&L and its clients to file any further statements, claims, adversary complaints, documents, notices, or pleadings in one or more of the Debtors' cases under the Bankruptcy Code. Counsel to Dr. Eric Hestrup, in His Individual Capacity and as a Representative of the Putative Classes of Purchasers of Health Insurance that He Proposes to Represent can be reached at: STEVENS & LEE, P.C. Joseph H. Huston, Jr., Esq. David W. Giattino, Esq. 919 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 425-3310 (302) 425-2608 Fax: (610) 371-7972 (610) 371-7988 E-mail: jhh@stevenslee.com dwg@stevenslee.com STEVENS & LEE, P.C. Nicholas F. Kajon, Esq. Constantine D. Pourakis, Esq. 485 Madison Avenue, 20th Floor New York, NY 10022 Tel: (212) 319-8500 Fax: (212) 319-8505 E-mail: nfk@stevenslee.com E-mail: cp@stevenslee.com KELLER LENKER LLC Ashley Keller, Esq. Seth Meyer, Esq. 150 North Riverside Plaza, Suite 4270 Chicago, IL 60606 Tel: (312) 741-5220 (312) 741-5526 E-mail: ack@kellerlenkner.com E-mail: sam@kellerlenkner.com CONSOVOY MCCARTHY PLLC J. Michael Connolly, Esq. 1600 Wilson Boulevard, Suite 700 Arlington, VA 22201 Tel: (703) 243-9423 Fax: (571) 216-9450 E-mail: mike@consovoymccarthy.com MORGAN & MORGAN James D. Young, Esq. 76 South Laura Street, Suite 1100 Jacksonville, FL 32202 Tel: (904) 398-2722 (904) 361-0012 E-mail: jyoung@forthepeople.com - and - MORGAN & MORGAN Juan R. Martinez, Esq. Complex Litigation Unit 201 North Franklin Street, 7th Floor Tampa, FL 33602 Tel: (813) 393-5463 Fax: (813) 223-5505 E-mail: juanmartinez@forthepeople.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3dvVVyY and https://bit.ly/31ckCvu About Mallinckdrodt 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. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (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 the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MALLINCKRODT PLC: Troutman, Gibson Represent Term Lender Group -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Gibson, Dunn & Crutcher LLP and Troutman Pepper Hamilton Sanders LLP submitted a verified statement to disclose that they are representing the Ad Hoc First Lien Term Lender Group in the Chapter 11 cases of Mallinckrodt PLC, et al. On or around May 2019, the Ad Hoc First Lien Term Lender Group was formed and retained attorneys currently affiliated with Gibson, Dunn & Crutcher LLP to represent them as counsel in connection with a potential restructuring of the outstanding debt obligations of the above-captioned debtors and certain of their subsidiaries and affiliates. In September 2020, the Ad Hoc First Lien Term Lender Group retained Troutman Pepper Hamilton Sanders LLP as Delaware counsel. Gibson Dunn and TPHS represent the Ad Hoc First Lien Term Lender Group in their capacity as lenders under that certain Credit Agreement, dated as of March 19, 2014 among Mallinckrodt plc, Mallinckrodt International Finance S.A., Mallinckrodt CB LLC, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto. Gibson Dunn and TPHS do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Gibson Dunn and TPHS do not represent the Ad Hoc First Lien Term Lender Group as a "committee" and do not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not signed a retention agreement with Gibson Dunn or TPHS. In addition, the Ad Hoc First Lien Term Lender Group does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Upon information and belief formed after due inquiry, Gibson Dunn and TPHS do not hold any disclosable economic interests in relation to the Debtors. As of Oct. 14, 2020, members of the Ad Hoc First Lien Term Lender Group and their disclosable economic interests are: Apollo Capital Management, L.P. 9 West 57th Street, 43rd Floor New York, NY 10019 * First Lien Credit Agreement Claims: $8,889,906 Benefit Street Partners LLC 9 West 57th Street, 49th Floor New York, NY 10019 * First Lien Credit Agreement Claims: $19,661,645 Blackrock Financial Management, Inc. 55 East 52nd Street New York, NY 10055 * First Lien Credit Agreement Claims: $13,165,436.59 Canyon Capital Advisors LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 * First Lien Credit Agreement Claims: $49,922,000 * $5,000,000 5.5% Senior Notes due 2025 Canyon CLO Advisors LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 * First Lien Credit Agreement Claims: $37,377,000 CCP Credit Master Lux S.a r.l. 8 Rue Genistre, L-1623 Luxembourg Grand Duchy of Luxembourg * First Lien Credit Agreement Claims: $11,610,784.10 CIFC Asset Management LLC 875 Third Avenue, 24th Floor New York, NY 10022 Asset Management LLC * First Lien Credit Agreement Claims: $63,751,646 Contrarian Capital Management, L.L.C. 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 * First Lien Credit Agreement Claims: $25,029,004 CSCP III Master Lux S.a r.l. 8 Rue Genistre, L-1623 Luxembourg Grand Duchy of Luxembourg * First Lien Credit Agreement Claims: $13,604,336.66 Eaton Vance Management and Boston Management and Research 2 International Place, 9th Floor Boston, MA 02110 * First Lien Credit Agreement Claims: $192,451,523.61 First Eagle Alternative Credit, LLC 227 West Monroe Street, Suite 3200 Chicago, IL 60606 * First Lien Credit Agreement Claims: $109,670,133 First Trust Advisors 120 E Liberty Drive Suite 400 Wheaton, IL 60187 * First Lien Credit Agreement Claims: $47,467,612.63 * $25,000,000 10% First Lien Notes due 2025 * $1,500,000 5.625% Senior Notes due 2023 * $2,000,000 5.5% Senior Notes due 2025 Glendon Capital Management, L.P. 2425 Olympic Boulevard, Suite 500E Santa Monica, CA 90404 * First Lien Credit Agreement Claims: $82,060,120 Marathon Asset Management, LP One Bryant Park, 38th Floor New York, NY 10036 * First Lien Credit Agreement Claims: $10,750,355.72 Neuberger Berman Investment Advisers LLC and Neuberger Berman Loan Advisers LLC 190 South LaSalle Street, 23rd Floor Chicago, IL 60603 * First Lien Credit Agreement Claims: $39,897,650.45 Octagon Credit Investors, LLC 250 Park Avenue, 15th Floor New York, NY 10177 * First Lien Credit Agreement Claims: $88,209,678.26 PGIM, Inc. 655 Broad Street, 9th Floor Newark, New Jersey 07102 * First Lien Credit Agreement Claims: $120,356,783.41 Redwood Capital Management, LLC 910 Sylvan Ave. Englewood Cliffs, NJ 07632 * First Lien Credit Agreement Claims: $43,216,464 Silver Point Capital, LP Two Greenwich Plaza Greenwich, CT 06830 * First Lien Credit Agreement Claims: $172,377,930 Symphony Asset Management LLC TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC 555 California Street, Suite 3100 San Francisco, CA 94104-1534 * First Lien Credit Agreement Claims: $41,853,000 * $3,000,000 5.625% Senior Notes due 2023 Counsel for the Ad Hoc First Lien Term Lender Group can be reached at: TROUTMAN PEPPER HAMILTON SANDERS LLP David M. Fournier, Esq. Kenneth A. Listwak, Esq. Hercules Plaza, Suite 5100 1313 N. Market Street, P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 E-mail: david.fournier@troutman.com ken.listwak@troutman.com - and - Scott J. Greenberg, Esq. Michael J. Cohen, Esq. Mark A. Kirsch, Esq. Matthew L. Biben, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 Email: sgreenberg@gibsondunn.com mcohen@gibsondunn.com mkirsch@gibsondunn.com mbiben@gibsondunn.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/34ZFAyw and https://bit.ly/343Ewui About Mallinckdrodt 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. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (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 the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MARINER SEAFOOD: Hires Navera Group as Financial Advisor -------------------------------------------------------- Mariner Seafood, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Navera Group, LLC, as financial advisor to the Debtor. Mariner Seafood requires Navera Group to: a. monitor the Debtor's use of cash collateral and prepare or coordinate the preparation of such budgets and reports as may be required in connection therewith; b. prepare or coordinate the preparation of schedules and assets and liabilities of the Debtor as required by the Bankruptcy Code and Bankruptcy Rules; c. prepare or coordinate the preparation of monthly operating reports and such other reports and information as may be required or requested by the Bankruptcy Code and Bankruptcy Rules for use by the United States Trustee; d. assist in any negotiations with creditors or taxing authorities; and e. perform such other professional services as may be requested by the Debtor. Navera Group will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter M. Armanetti, partner of Navera Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Navera Group can be reached at: Peter M. Armanetti NAVERA GROUP, LLC 99 Summer Street, Suite 520 Boston, MA 02110 Tel: (617) 356-7516 About Mariner Seafood Mariner Seafood, LLC is a New Bedford, Mass.-based company that is engaged in the business of buying and selling seafood inventory from third party importers to domestic and Canadian seafood processors and food service distributors. Mariner Seafood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-11870) on Sept. 14, 2020. The petition was signed by John P. Flynn, president and manager. At the time of the filing, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Debtor has tapped Murphy & King, Professional Corporation as its bankruptcy counsel, Salter McGowan Sylvia and Leonard, Inc. as special counsel, and Tully & Holland, Inc. as investment banker. Navera Group, LLC, as financial advisor. MARINER SEAFOOD: Seeks to Hire Murphy & King as Counsel ------------------------------------------------------- Mariner Seafood, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Murphy & King, Professional Corporation, as counsel to the Debtor. Mariner Seafood requires Murphy & King to: a. advise the Debtors with respect to their rights, powers and duties as debtors-in-possession in the continued operation and management of their businesses; b. advise the Debtors with respect to any plan of reorganization and any other matters relevant to the formulation and negotiation of a plan or plans of reorganization in these cases; c. represent the Debtors at all hearings and matters pertaining to their affairs as debtors and debtors-in- possession; d. prepare, on the Debtors' behalf, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and review all financial and other reports filed in these Chapter 11 cases; e. advise the Debtors with respect to, and assisting in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; f. review and analyze the nature and validity of any liens asserted against the Debtors' property and advising the Debtors concerning the enforceability of such liens; g. advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; h. advise and assist the Debtors in connection with the potential sale of the Debtors' assets; i. advise the Debtors concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructurings and recharacterization of contracts and leases; j. review and analyze the claims of the Debtors' creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; k. commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtors, protect assets of the Debtors' Chapter 11 estates or otherwise further the goal of completing the Debtors' successful reorganization other than with respect to matters to which the Debtors retain special counsel; and l. perform all other legal services and providing all other necessary legal advice to the Debtors as debtors-in- possession which may be necessary in the Debtors' bankruptcy proceeding. Murphy & King will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher M. Condon, partner of Murphy & King, Professional Corporation, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Murphy & King can be reached at: Christopher M. Condon, Esq. Murphy & King, Professional Corporation One Beacon Street 21st Floor Boston, MA 02108 Tel: 617 226-3414 Fax: 617 305-0614 About Mariner Seafood Mariner Seafood, LLC is a New Bedford, Mass.-based company that is engaged in the business of buying and selling seafood inventory from third party importers to domestic and Canadian seafood processors and food service distributors. Mariner Seafood sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-11870) on Sept. 14, 2020. The petition was signed by John P. Flynn, president and manager. At the time of the filing, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Debtor has tapped Murphy & King, Professional Corporation as its bankruptcy counsel, Salter McGowan Sylvia and Leonard, Inc. as special counsel, and Tully & Holland, Inc. as investment banker. Navera Group, LLC, is the financial advisor. MONAKER GROUP: Incurs $2.7 Million Net Loss in Second Quarter ------------------------------------------------------------- Monaker Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.71 million on $34,545 of revenues for the three months ended Aug. 31, 2020, compared to a net loss of $3.97 million on $247,833 of revenues for the three months ended Aug. 31, 2019. For the six months ended Aug. 31, 2020, the Company reported a net loss of $4.76 million on $42,419 of revenues compared to a net loss of $5.41 million on $269,650 of revenues for the same period last year. As of Aug. 31, 2020, the Company had $9.14 million in total assets, $5.03 million in total liabilities, and $4.11 million in total stockholders' equity. As of Aug. 31, 2020, the Company had an accumulated deficit of $120,611,968. The Company's travel and commission operations generated a gross profit of only $8,652 for the six months ended Aug. 31, 2020 and as of Aug. 31, 2020, the Company had a working capital deficit of $4,000,509. Monaker stated, "We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never ever achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern. Furthermore, due to our relatively small size and market footprint, we may be more susceptible to issues affecting the global travel industry in general, such as COVID-19 and contractions in the global travel industry associated therewith, compared to larger competitors. "We currently have a monthly cash requirement of approximately $460,000. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully- implemented and begin to offset our operating costs. We require additional funding in the future and if we are unable to obtain additional funding on acceptable terms, or at all, it will negatively impact our business, financial condition and liquidity. "Since our inception, we have funded our operations with the proceeds from equity and debt financings. Currently, revenues provide less than 10% of our cash requirements. Our remaining cash needs are derived from debt and equity raises. "We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of promissory notes that are convertible into shares of our common stock to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations and continue to repay our outstanding debt for the foreseeable future. If we are unable to achieve operational profitability or we are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash. "These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. "In the event we are unable to raise adequate funding in the future for our operations and to pay our outstanding debt obligations, we may be forced to scale back our business plan and/or liquidate some or all of our assets or may be forced to seek bankruptcy protection, which could result in the value of our outstanding securities declining in value or becoming worthless." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1372183/000158069520000395/mkgi-10q_083120.htm About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com/-- is a technology-driven company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking (MBE) provides access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Monaker Group reported a net loss of $9.45 million for the year ended Feb. 29, 2020. As of May 31, 2020, the Company had $9.13 million in total assets, $4.89 million in total liabilities, and $4.24 million in total stockholders' equity. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MOUNTAIN STATES: Sender, Robinson Represent Martin, Skyline ----------------------------------------------------------- In the Chapter 11 cases of Mountain States Rosen, LLC, the law firms of Sender & Smiley LLC and Robinson Waters & O'Dorisio, P.C. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing Martin Auza Sheep Company and Skyline Sheep Co. RWO's office is located at 1099 18th Street, Suite 2600, Denver, Colorado 80202. S&S's office is located at 600 17th Street, Suite 2800 South, Denver, Colorado 80202. The Firms hold no claims of any kind against the above Debtor; and the Firms hold no equity interest in the Debtor. The Firms jointly represent the following entities who are creditors in the within Chapter 11 case: Martin Auza Sheep Company Attn: Martin and Shirley Jean Auza 1173 La Valencia Ct. Brawley, California 92227 Skyline Sheep Co. Attn: Drew Joregensen 1805 W. Hwy 116 Mt. Pleasant, Utah 84647 The Creditors assert and hold post-petition administrative expense claims against the Debtor arising out of the post-petition sale of lambs to the Debtor. The Creditors hold no equity interest the Debtor. The Creditors have waived any conflict of interest that may exist by and between them regarding the joint prosecution of their respective Administrative Expense Claims in the within Chapter 11 case. The Firm represents each of the Creditors individually and they do not comprise a committee. Neither this Verified Statement nor any subsequent appearance, pleading, claim, proof of claim, document, suit, motion nor any other writing or conduct, shall constitute a waiver of Creditors': a. Right to have any and all final orders in any and all non-core matters entered only after de novo review by a United States District Court Judge, b. Right to trial by jury in any proceeding as to any and all matters so triable, whether the same be designated legal or private rights, or in any case, controversy or proceeding related hereto, notwithstanding the designation vel non of such matters as "core proceedings" pursuant to 28 U.S.C. Section 157(b), and whether such jury trial right is pursuant to statute or the United States Constitution, c. Right to have the reference of this matter withdrawn by the United States District Court in any matter or proceeding subject to mandatory or discretionary withdrawal, and d. Other rights, claims, actions, defenses, setoffs, recoupments or other matters to which Creditors are entitled under any agreement or at law or in equity or under the United States Constitution. All of the above rights are expressly reserved and preserved unto the Creditors without exception and with no purpose of confessing or conceding jurisdiction in any way by this filing or by any other participation in the within Chapter 11 case. Under penalty of perjury and pursuant to 28 U.S.C. 1746, the undersigned hereby certifies that the foregoing statements are true and correct to the best of my knowledge, information and belief. Counsel for Creditors can be reached at: Sender & Smiley LLC John Smiley, Esq. 600 17th Street, Suite 2800 South Denver, CO 80202 Telephone: 303 454 0525 Facsimile: 303 573 1956 Email: jsmiley@sendersmiley.com - and - Robinson Waters & O'Dorisio, P.C. Joel Laufer, Esq. 1099 18th Street, Suite 2600 Denver, CO 80202 Telephone: 303 824 3152 Facsimile: 303 297 2750 Email: jlaufer@rwolaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2T3wz21 About Mountain States Rosen Mountain States Rosen LLC is a privately held company in the animal slaughtering and processing business with its principal place of business at 920 7th Ave., Greeley, Colo. For more information,visit http://mountainstatesrosen.com/ Mountain States Rosen sought bankruptcy protection (Bankr. D. Wyo. Case No. 20-20111) on March 19, 2020. The petition was signed by Mountain States Rosen President Brad Graham. At the time of the filing, Debtor was estimated to have assets between $10 million and $50 million and liabilities of the same range. Judge Cathleen D. Parker oversees the case. The Debtor tapped Markus Williams Young & Hunsicker, LLC as its legal counsel, and r2 Advisors, LLC as its financial advisor. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtor's bankruptcy case. Tucker Ellis, LLP and Patton & Davison, LLC serve as the committee's lead bankruptcy counsel and local counsel, respectively. MR. COOPER GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings said it revised the outlook on Mr. Cooper Group Inc. (COOP) and its subsidiaries to stable from negative. S&P also affirmed its 'B' long-term issuer credit ratings. At the same time, S&P affirmed its 'B' rating on the company's $2.2 billion of unsecured notes. S&P's recovery rating on the unsecured notes remains '4' (35%), indicating its expectation of an average recovery in the event of default. S&P's outlook revision to stable follows stronger-than-expected earnings driven by the originations segment, relatively stable forbearance requests, adequate liquidity, and no immediate refinancing risk. COOP expects earnings before taxes from the origination segment to be $400 million in the third quarter, compared with $178 million in same period last year, due to increased origination volume. In third-quarter 2020, COOP's funded origination volume was $16 billion, compared with $11.9 billion in the third quarter last year. For the nine months ended Sept. 30, 2020, S&P expects funded origination volume to be $39.1 billion, versus $40 billion for full-year 2019. "We expect the company to continue to have record origination volume for the remainder of this year as consumers refinance their mortgages and take advantage of the low interest rate. We expect originations will eventually decline to more normal levels, when refinance volumes decrease, though the timing of this is difficult to predict," S&P said. Volume will also likely decline when Fannie Mae and Freddie Mac implement a 50-basis-point "market condition credit fee" on refinance activity, which is now slated to take effect Dec. 1. The company expects a net impact of about $20 million related to the recent 50-basis-point Fannie Mae and Freddie Mac fee change on the fair value of its pipeline, net of an offsetting mark on its mortgage servicing rights (MSRs) book. As of June 30, 2020, COOP's servicing unpaid principal balance was $595.5 billion, of which forward MSRs were $278 billion, subservicing was $297 billion, and reverse loans were $21 billion. "We expect the company to retain its MSRs from originations, which will help offset an increase in run-off in its servicing book. We expect this trend to continue through 2020 as the company refinances existing loans in its servicing portfolio, which benefit from lower mortgage rates," S&P said. In the first half of 2020, COOP experienced unfavorable mark-to-market of $644 million on its MSRs because of the low interest rate but was able to maintain debt to tangible equity below 2.0x. In the second quarter, COOP's debt to tangible equity increased to 1.45x from 1.32x. On Aug. 3, the company issued $850 million in unsecured notes due in 2028 and used the net proceeds, along with cash on hand, to redeem 8.125% notes due in 2023 at 104.063% par. Pro forma, S&P anticipates debt to tangible equity to be about 1.4x. If S&P was to exclude deferred tax assets, which generally can be realized only if the company reports taxable income, debt to tangible equity would be 4.77x. Through Sept. 6, COOP expects forbearance levels as a percent of total customers to be stable around 6%, which is down from its peak of 7.1%. In August 2020, COOP closed on a new fully committed two-year $900 million facility for Ginnie Mae MSRs and advances. COOP's total committed advance and MSRs financing capacity is $2.7 billion, of which $1.8 billion was unused as of Aug. 20. S&P expects the enhanced liquidity will enable COOP to meet its servicer advance obligations, if forbearance requests were to rise significantly. The stable outlook over the next 12 months reflects S&P's expectation that COOP will operate with debt to tangible equity well below 2.0x and maintain adequate liquidity as it navigates through the pandemic. S&P's outlook also considers the company's current market position as the largest nonbank mortgage servicer, coupled with EBITDA interest coverage remaining 2.5x-3.0x. Although it expects debt to EBITDA below 4.0x, S&P believes it will likely normalize above 4.0x when origination volumes return to historical levels. "We could lower the ratings over the next 12 months if we expect debt to tangible equity to rise well above 2.0x on a sustained basis, or if the company faces liquidity challenges as delinquencies rise because of COVID-19. We could also lower the ratings if the tangible net worth covenant cushion declines significantly, debt to EBITDA rises above 6.0x, or EBITDA coverage approaches 1.5x on a sustained basis. Although it is less likely, we could also lower our ratings if the company discloses significant regulatory or compliance failures that affect its operating profitability or market position," S&P said. "We could raise the ratings over the next 12 months if we expect debt to EBITDA to be well below 4.0x and debt to tangible equity closer to 1.0x on a sustained basis. An upgrade would also depend on the company maintaining adequate liquidity and its existing market position, as well as not disclosing any significant regulatory or compliance failures," the rating agency said. NINEPOINT MEDICAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: NinePoint Medical, Inc. c/o Rock Creek Advisors LLC 555 Fifth Ave, 14th Floor New York, NY 10017 Business Description: NinePoint Medical, Inc. is a privately-held medical device company that designs, manufactures, and sells an Optical Coherence Tomography (OCT) imaging platform for the evaluation of human tissue microstructure. Chapter 11 Petition Date: October 16, 2020 Court: United States Bankruptcy Court District of Delaware Case No.: 20-12618 Judge: Hon. Karen B. Owens Debtor's Counsel: David R. Hurst, Esq. MCDERMOTT WILL & EMERGY LLP 1007 North Orange Street, 4th Floor Wilmington, DE 19801 Tel: 302-485-3900 Fax: 302-351-8711 Email: dhurst@mwe.com - and - Darren Azman, Esq. Natalie Rowles, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue Tel: (212) 547-5400 Fax: (212) 547-5444 Email: dazman@mwe.com nrowles@mwe.com Debtor's Restructuring Advisor: ROCK CREEK ADVISORS LLC Debtor's Notice, Claims, Balloting Agent and Administrative Advisor: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. DBA STRETTO https://cases.stretto.com/ninepointmedical/court-docket/ Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Brian Ayers, chief restructuring officer. A 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/34XBFQA/NinePoint_Medical_Inc__debke-20-12618__0001.0.pdf?mcid=tGE4TAMA NORTHSTAR GROUP: S&P Assigns 'B' Long-Term ICR; Outlook Stable -------------------------------------------------------------- S&P Global Ratings assigned to commercial deconstruction- and nuclear decommissioning-focused environmental services firm NorthStar Group Services Inc. its 'B' long-term issuer credit rating and 'B' issue-level rating and '3' recovery rating to the proposed $555 million senior secured term loan due 2027. The proposed $100 million asset-based revolving credit facility (ABL) due 2025 is not rated. "Debt leverage appears manageable. Pro forma for the transaction, we estimate that NorthStar's adjusted debt-to-EBITDA ratio will slightly exceed 4.0x, which we see as relatively manageable given the company's operational scale, service offering, and overall operational risk profile," S&P said. S&P adds back $15 million of lease-related adjustments and $9 million of tax-adjusted workers compensation and other liability insurance to the rating agency's debt balance, but the effect of this on its leverage ratio is not significant. The company's asset retirement obligations (ARO) of more than $541 million as of Dec. 31, 2019, are substantial, but these relate to its nuclear-decommissioning projects, which are fully funded at present. The company lists more than $490 million of decommissioning trust funds and about $103 million in receivables due from the U.S. Department of Energy on its balance sheet. As such, there is no net asset retirement obligation (ARO) liability adjustment in S&P's credit measures. If the ARO becomes underfunded in the future, then S&P would add the underfunded portion to its debt figure. Financial policies are aggressive. Affiliates of J.F. Lehman have owned NorthStar since June of 2017. This dividend represents the first major return of capital to shareholders. While S&P does not assume future dividend outlays in its base case scenario, the rating agency would not be surprised if they occur. The company could also continue to pursue tuck-in acquisitions, which may require debt funding or revolver borrowings from time to time. For example, the company acquired Heneghan Wrecking Co. in June of 2020. However, S&P believes the company will concentrate on the nuclear and coal ash markets for organic growth opportunities rather than focusing on mergers and acquisitions (M&A). Despite the all-time high backlog, NorthStar's project-based work is not as predictable as that of other environmental waste streams. NorthStar's service offering is geared toward commercial and industrial deconstruction services, nuclear decommissioning, emergency response work, and other environmental services. S&P sees NorthStar's services as less predictable than other types of environmental services such as municipal solid waste logistics and disposal. The pricing and volume growth trends in the latter market are clearly communicated and tend to be relatively stable even during recessionary periods. S&P recognizes that NorthStar's backlog is now at an all-time high of $2.5 billion following the award of the Crystal River nuclear plant decommissioning for Duke Energy Corp., but work under this backlog is only sufficient to cover roughly 60% of next year's revenue, leaving another 40% that is subject to spot market conditions." For the commercial and industrial deconstruction (CID) segment, the company needs to manage the roll-off of large projects, such as a large midtown Manhattan demolition currently underway (contract awarded during the first quarter of 2019) that is scheduled to be completed soon. The company will replace this work with a similar-size multiyear refinery deconstruction at the former Philadelphia Energy Solutions (not rated) site, which was awarded during the third quarter of 2020. S&P notes that within CID roughly 76% of the segment's projects are jobs that produce less than $50,000 of revenue and these are fairly recurring in nature. NorthStar's license-transfer nuclear decommissioning projects are major and effective risk-mitigation is critical. NorthStar was awarded Entergy Corp.'s Vermont Yankee project in the third quarter of 2018. This is a six-year project for over $650 million of revenue for the company. In mid-2020, the company was awarded Duke Energy's Crystal River 3, which is a five-year $540 million job. These are major multiyear projects, which will provide some degree of revenue visibility and recurrence. However, the segment suffers from concentration risk, as these two projects are likely to be the main drivers of the segment's performance. S&P also notes that both projects were awarded under the license transfer model, whereby the company obtains an operating license from the U.S. Nuclear Regulatory Commission. This type of model carries risks, because NorthStar is responsible for all phases (including post-operation, waste fuel handling, decommissioning, waste handling, and waste storage) and manages subcontractors for delivery of specialized services (e.g., spent fuel movement, reactor vessel segmentation, and waste disposal). Under a traditional nuclear decommissioning model, the utility retains liability for spent fuel and waste management instead of transferring it to the contractor. NorthStar will need to engage in disciplined bidding, project management, and operational cost control during the duration of the projects, as well as ensure that trust fund balances and liquidity are sufficient to allow for on-time and on-budget completion. NorthStar owns the rights to the Vermont Yankee trust but Duke Energy still owns the funds related to the Crystal River decommissioning. S&P's understanding is that the investments in these trusts largely consist of government bonds and are not subject to a great degree of investment-performance risk. The coal ash remediation picture is still developing. S&P expects NorthStar to generate more than $75 million of revenue from its environmental services segment this year. The company expects good growth to emerge in the coming years from coal ash remediation, and estimates the market at $30 billion-$90 billion. There are more than 150 coal-ash ponds rated as poor. However, the timing of the cleanup depends on commercial utilities' discretion, and S&P is uncertain whether the regulatory environment will stimulate these projects to occur sooner rather than later. S&P notes that Duke Energy reached a settlement with North Carolina state environmental regulators at the beginning of 2020 to spend roughly $9 billion over 15-20 years to address the situation. However, environmental groups had lobbied the issue for nine years prior to that. There could be integration risks arising from the merger with Waste Control Specialists J.F. Lehman affiliates acquired nuclear decommissioning and disposal firm Waste Control Specialists LLC (WCS; not rated) in January of 2018. S&P notes that competitor EnergySolutions Inc. attempted to acquire WCS previously but the U.S. District Court for Delaware prohibited the sale, likely because of anticompetitive concerns. Now NorthStar's financial sponsor ownership intends to combine the two companies. The rationale for the combination is to provide an integrated solution to nuclear power utilities. The two companies have shared a senior management team since then and NorthStar has provided business support services to WCS. This is helpful, but S&P recognizes the potential for integration risks. The COVID-19 pandemic has not had a major impact on NorthStar's performance. Much of NorthStar's work has been deemed to be an essential service and its operations have not been constrained by the effects of the COVID-19 pandemic. "The stable outlook on NorthStar reflects our belief that its backlog and economic conditions will support earnings growth over the next 12 months, such that adjusted debt leverage remains well below 6.5x or EBITDA interest coverage remains well above 1.5x while liquidity remains adequate. The company's $2.5 billion backlog, abundance of smaller-size jobs, and good operational execution are likely to elicit solid operating performance over the next year," S&P said. S&P may lower its ratings on NorthStar over the next 12 months if: -- Business conditions in the demolition and nuclear decommissioning sectors deteriorate such that EBITDA declines by more than 10%, causing adjusted debt leverage to exceed 6.5x or EBITDA interest coverage to drop to 1.5x; -- The company experiences unexpected delays or large adverse changes in costs pertaining to in-progress or new projects, which compresses margins and diminishes credit metrics; -- It undertakes more aggressive financial policies (e.g., additional dividend payouts or engaging in an unexpectedly large debt-financed acquisition), which sustains adjusted leverage above 6.5x with no clear prospects of recovery; or -- Any combination of the above or other factors result in the company's liquidity becoming constrained. S&P sees the likelihood of an upgrade within the next 12 months as remote, because it does not believe the company's financial policies would support it. For modestly higher ratings: -- J.F. Lehman's (or any financial sponsor's) control of the company would need to diminish to, and remain below, less than 40%; -- NorthStar would need to maintain adjusted debt leverage below 4.5x on a sustained basis; -- The company must exhibit a track record of abiding by conservative financial policies with a low risk of re-leveraging; and -- The company must reduce the potential for volatility in earnings and cash flows. NUANCE ENERGY: Seeks to Hire Michael Jay Berger as Counsel ---------------------------------------------------------- Nuance Energy Group, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of Michael Jay Berger, as counsel to the Debtor. Nuance Energy requires Michael Jay Berger to: (a) communicate with creditors of the Debtor; (b) review the Debtor's chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding, working to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (d) prepare status reports as required by the Court and respond to any motions filed in the Debtor's bankruptcy proceeding; (e) respond to creditor inquiries; (f) review proofs of claim filed in the Debtor's bankruptcy; (g) object to inappropriate claims; (h) prepare notices of automatic stay in all state court proceedings in which the Debtor is sued during the pending of Debtor's bankruptcy proceeding; and (i) if appropriate, prepare a Disclosure Statement and Plan of Reorganization for the Debtor. Michael Jay Berger will be paid at these hourly rates: Attorneys $295 to $595 Paralegals $200 to $225 The Debtor paid Michael Jay Berger a retainer of $50,000. After deducting fees and expenses, the remaining retainer balance of $14,146.41 is held in the Firm's trust account. Michael Jay Berger will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, Esq. has no interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. The firm may be reached at: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com About Nuance Energy Group Nuance Energy Group, Inc. -- https://nuanceenergy.com/ -- is a manufacturer, solar developer, and licensed solar contractor. Nuance Energy delivers turnkey solar design, engineering, and construction services for select markets. Nuance Energy Group, Inc., based in Santa Monica, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-17761) on Aug. 25, 2020. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by Brian Carlyle Boguess, CEO. The Hon. Vincent P. Zurzolo presides over the case. The Law Offices of Michael Jay Berger, serves as bankruptcy counsel to the Debtor. OCCASION BRANDS: Oct. 20 Hearing on Bid Procedures for All Assets ----------------------------------------------------------------- Judge Stuart M. Bernstein of U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Oct. 20, 2020 at 10:00 a.m. to consider Occasion Brands, LLC's proposed bidding procedures in connection with the sale of substantially all assets, other than Retained Assets, to New Occasion Brands, LLC, subject to overbid. Subject to adjustment as set forth in the Stalking Horse Agreement, the aggregate purchase price payable by the Purchaser for the Purchased Assets will be equal to: (a) $1.9 million which will be paid in the form of (i) a credit bid in an amount equal to $1.5 million and (ii) $400,000 in cash, plus (b) the assumption by Purchaser at the Closing of the Assumed Liabilities, plus (c) the Net Sale Payout. Objections, if any, must be filed no later than 12:00 p.m. (ET) on the day immediately preceding the Hearing Date. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 12, 2020 at 12:00 p.m. (EST) b. Initial Bid: A value greater than the sum of (i) the Purchase Price, (ii) the Expense Reimbursement, and (iii) $10,000. The total Initial Overbid is equal to $210,000. c. Deposit: 10% of the Purchase Price d. Auction: If the Debtor receives one or more Qualified Bids, in addition to the Stalking Horse Agreement, the Debtor will conduct the Auction for the Purchased Assets. If an Auction is held, it will take place on Nov. 13, 2020 10:00 a.m. (EST) at the offices of Sills Cummis & Gross, P.C., 101 Park Avenue, 28th Floor, New York, New York 10178, or such other place and time and manner (including via video or any similar manner) as the Debtor will notify all Qualified Bidders that have submitted Qualified Bids (including the Stalking Horse Bidder) and the Consultation Parties. Otherwise, the Debtor will promptly submit the Stalking Horse Bid to the Court for approval at the Sale Hearing. e. Bid Increments: $50,000 f. Sale Hearing: Nov. 19, 2020 at 10:00 a.m. (EST) g. Sale Objection Deadline: Nov. 11, 2020 at 4:00 p.m. (EST) h. Expense Reimbursement: $200,000 The sale will be free and clear of encumbrances including successor liability claims. Within two business days after the entry of the Bidding Procedures Order, or as soon thereafter as practicable, the Debtor will cause the Sale Notice upon the Sale Notice Parties. No less than seven calendar days before the Sale Objection Deadline, the Debtor will servethe Contract/Lease Assumption Notice on all counterparties to all potential Assumed Contracts and Assumed Leasehold Interests and provide a copy of the same to the Stalking Horse Bidder and the Consultation Parties. The Cure Objection Deadline is seven days before the Sale Hearing. A copy of the Stalking Horse APA and the Bidding Procedures is available at https://tinyurl.com/y3beks6m from PacerMonitor.com free of charge. About Occasion Brands Founded in 1998, Occasion Brands, LLC is a family of e-commerce websites that focuses on prom, homecoming, bridal, and other special occasion events. It is a pure-play e-commerce platform for prom dresses and operates its business through three web properties: promgirl.com, simplydresses.com, and KleinfeldBridalParty.com. teen events. Visit https://www.occasionbrands.com for more information. Occasion Brands sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y., Case No. 20-11684) on July 22, 2020. Robert Nolan, chief restructuring officer, signed the petition. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. S. Jason Teele, Esq. and Daniel J. Harris, Esq., of Sills Cummins & Gross P.C. serve as Debtor's counsel. Insight Partners, LLC, is the Debtor's Restructuring Advisor, and Omni Agent Solutions is the claims and noticing agent. ORCA INVESTMENTS: Hires Parker & Associates as Counsel ------------------------------------------------------ Orca Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Parker & Associates, LLC d/b/a Parker & Lipton, as counsel to the Debtor. Orca Investments requires Parker & Associates to: (a) advise the Debtor with respect to its rights and duties as debtor-in-possession; (b) prepare and file all of requisite schedules and statements; (c) advise the Debtors with respect to a plan and any other matters relevant to the formulation and negotiation of a plan of in these cases; (d) represent the Debtor at all hearings in this matter; (e) prepare all necessary and appropriate applications, motions, answers, orders, reports, pleadings and other documents, and review all financial and other reports to be filed in the Chapter 11 proceeding; (f) review and analyze the nature and validity of any liens asserted against the Debtors' property; (g) review and analyze claims against the Debtors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; and (h) perform all other legal services as may be necessary or appropriate during the course of the Debtors' bankruptcy proceeding. Parker & Associates will be paid based upon its normal and usual hourly billing rates. On September 22, 2020, the Debtor paid Parker & Associates a retainer in the amount of $10,000. Parker & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Marques C. Lipton, partner of Parker & Associates, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Parker & Associates can be reached at: Marques C. Lipton, Esq. PARKER & ASSOCIATES, LLC 10 Converse Place, Suite 201 Winchester, MA 01890 Tel: (781) 729-0005 About Orca Investments Orca Investments, LLC, based in Georgetown, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 20-11930) on Sept. 23, 2020. In the petition signed by Matthew D. Newhall, manager, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Melvin S. Hoffman presides over the case. Parker & Associates, LLC d/b/a Parker & Lipton, serves as bankruptcy counsel to the Debtor. PHUNWARE INC: Settles Lawsuit with Uber Technologies for $6 Million ------------------------------------------------------------------- Phunware, Inc., entered into a settlement agreement and mutual general release with Uber Technologies, Inc and certain other parties related to the Company's cause of action against Uber, Uber's cross-complaint against the Company and Uber's amended cross-complaint against the Company and certain individual defendants, including Alan S. Knitowski, who serves as a director and the Company's president and chief executive officer. The Action is captioned Case No. CGC-17-561546 in the Superior Court of the State of California, County of San Francisco. As provided in the Settlement Agreement, each party denies engaging in any wrongdoing whatsoever and specifically denies each and every allegation of wrongdoing alleged in the Action, and each party further denies any and all claims of damage or for other relief by any other party in any amount whatsoever. Furthermore, both parties have agreed to fully and finally settle, compromise, and resolve all disputes, differences and disagreements that have existed, now exist, or may exist between them that fall within the subject matter of the Action. The Settlement Agreement provides that Phunware and its insurance carriers will pay a total sum of $6,000,000 to Uber, of which the Company's insurance carrier will pay $1,500,000 to settle Uber's claims against the Individual Defendants while the Company will pay a total of $4,500,000 to Uber in a series of installments beginning no later than Dec. 31, 2020, and ending no later than Sept. 30, 2021. The Settlement Agreement further provides that the Company and the Individual Defendants fully release claims against Uber relating to the Action and upon receipt of the payments, Uber will fully release claims against the Company and the Individual Defendants relating to the Action. The Company intends to record a loss for its portion of the settlement in its condensed consolidated financial statements in its quarterly report on Form 10-Q for the period ending Sept. 30, 2020. The Settlement Agreement remains subject to Court approval. Importantly, the Company continues to evaluate any and all remedies regarding the matter and fully intends to aggressively pursue the full and complete recovery of the Company's $4,500,000 plus more than $2,000,000 in legal and other expenses incurred to date as related to the Action under distinctly separate new actions. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of June 30, 2020, the Company had $28.22 million in total assets, $27.71 million in total liabilities, and $514,000 in total stockholders' equity. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PORTS AMERICA: S&P Assigns 'BB-' ICR; Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned a 'BB-' issuer credit rating to Ports America Holdings LLC. The outlook is stable. S&P also assigned a 'BB-' issue-level rating to its proposed senior secured notes. The recovery rating on the notes is '3', reflecting its expectation of meaningful (50%-70%; rounded estimate: about 60%) recovery under a hypothetical default scenario. "The stable outlook reflects our expectation that Ports America will continue to be the leading port operator in the U.S. and that its EBITDA generation will improve in the upcoming two years after the COVID-19 pandemic. We project an adjusted debt to EBITDA peak of about 8x in 2020 in which we treat about $120 million of a mezzanine equity instrument as debt, improving to about 6x by 2022 as volumes handled by Ports America recover to pre-COVID-19 levels," S&P said. "Our 'BB-' rating reflects the company's leading position in the U.S., with about 70% of trade done by water, and its high operating flexibility, since about 80% of operating expenses are variable. These are partially offset by low margins and a smaller scale compared with other global port operators in Europe and Asia. Our rating on Ports America also reflects our view that the company's adjusted leverage will decrease, but remain elevated, over the next two years," the rating agency said. S&P expects Ports America will continue to benefit from a strong competitive position in the market it operates. By being the largest port terminal operator in the U.S., one of the wealthiest countries in the world, and with high domestic consumption, Ports America is positioned as a key player providing an essential service to the national economy, since about 70% of domestic trade is through ports. Moreover, the company has a leading (but not dominant) market share in the country's strategic container markets, such as Los Angeles/Long Beach, New York/New Jersey, and Savannah and Houston, as well as an important presence in Baltimore. Ports America has presence in the three coasts (Atlantic, Pacific, and Gulf), but S&P notes that about 70% of EBITDA comes from Atlantic coast terminals. In particular, Ports America's cash flow generation is mostly concentrated on its 100% ownership of Ports America Chesapeake (PAC) in the Port of Baltimore, its 50% ownership in Port Newark Container Terminal (PNCT), and its N.Y. Cruise terminal in New York/New Jersey. These three terminals contributed about 70% of 2019 EBITDA. "We note that 70% of its EBITDA is derived from container handling, which is typically correlated to the growth of the economy. That said, this segment has been relatively resilient during the COVID-19 pandemic compared with the other segments, mostly the cruise industry, in which we expect volumes to decrease between 7% and 10% in 2020 compared with 2019," S&P said. The other segments that Ports America operate are Automobiles/Ro-Ro, BBM, and Cruise operations, each with an EBITDA contribution of about 10% in 2019. S&P believes also that Ports America's cost structure is credit positive and strengthens its business profile. The majority of the company's total cost is variable, mostly coming from labor costs (70%), which can be adjusted depending on demand or volumes handled. S&P has particularly seen this in the second quarter of 2020, in which revenue was down by about 23% compared with the same quarter in 2019 and variable labor costs decreased about 19%. This is because the majority of variable labor costs are in the form of day labor, brokered on the day of cargo delivery (if there is no cargo, no day labor is needed). S&P believes that Ports America's margins, scale, and volume exposure compare less favorably with other global port operators, which the rating agency assesses with a stronger business profile. It expects Ports America's EBITDA margins to improve to 17% by 2022 from about 13% in 2020 because the company expect to sell stakes in low-margin terminals, together with about $32 million run-rate cost-saving initiatives that were already implemented between 2018 and 2020 (for example, a 23% headcount reduction from May 2018 to August 2020). However, S&P still views EBITDA margin as much lower than other global port operators that are also landlords, such as Ports of Rotterdam (with an EBITDA of about $500 million and EBITDA margins of about 60%), which derives about 50% of its revenue from long-term rental contracts that provide higher margins and stability. Ports America's cash flow generation depends on trade activity, with no material minimum volume contracts like other global peers, and having to pay for operating leases compared with landlord ports. Other global port operators, such as the Shanghai International Port (A+/Stable) or PSA International (AA/Stable) in Singapore, have EBITDA generation of above $1 billion and margins above 50%, which S&P indicates in their stronger business risk profiles. S&P notes that although Ports America's margins are comparable with other U.S. peers when considering the country's labor unions costs, they are much lower than those of investment grade peers that the rating agency considers to have a stronger business risk profile because of their scale and margins and also have adjusted leverage below 3x. S&P views Ports America as more comparable with Euroports (EP BCos, rated also BB-/Stable), which operates a network of deep-sea terminals across Europe and China and has similar EBITDA margins (about 15%) and projected adjusted leverage of 7x for 2020, converging to 6x by 2022, similar to S&P's view on Ports America. The rating agency assesses both Ports America and Euroports with a satisfactory business risk profile, and a 'BB-' rating. While COVID-19 is affecting 2020 EBITDA generation due to lower volumes, year-to-date figures show that the impact is not material. S&P expects Ports America's debt to EBITDA to peak in 2020, improving as volumes recover to 2019 (pre-COVID-19) levels. Ports America and its predecessor companies have been operating in the U.S. for more than 100 years. Its main segment, container, is mainly correlated to the U.S. domestic economy, in which volumes have been growing at a higher rate than national GDP over the past 10 years and had fallen about 10% during the 2009 financial crisis. As of June 2020, container revenue fell 11.4% compared with the first half of 2019, particularly being affected in the second quarter as COVID-19 peaked in about March/April in the U.S. Although figures from August 2020 showed that container volumes recovered to above 2019 levels, S&P still expects container volumes for full year 2020 to be about 8%-10% lower than those of 2019. S&P notes that given the container division is the driver of the company's cash flow generation, the current impact from COVID-19 to Ports America is not as material as in other transportation industries (for example, airports, railways, or toll roads) or other infrastructure asset classes such as refineries or volume-exposed midstream assets. The automobile/Ro-Ro segment at Ports America was more affected than the container one, with revenue falling 25% in the first half of the year, while full year cruise passenger volumes are expected to fall up to 90% from 2019 levels (first half of 2020 figures indicate an about 55% drop, but they include January and February, in which COVID-19 had not an impact). Because of this, S&P expects Ports America's EBITDA to drop to about $150 million-$170 million in 2020 from $180 million in 2019. "While the path to recovery to 2019 volumes is uncertain, particularly in the cruise and automobile segment, we do expect an almost full recovery of the business by late 2022, which will improve Ports America's EBITDA and therefore its credit metrics," S&P said. The stable outlook reflects S&P's expectation that Ports America will continue to be the leading port operator in the U.S., and that its EBITDA generation will improve in the upcoming two years after the COVID-19 pandemic ends. S&P projects an adjusted debt to EBITDA peak of about 8x in 2020 (in which the rating agency treats about $120 million of a mezzanine equity instrument as debt), improving to about 6x by 2022 as volumes handled by Ports America recover to pre COVID-19 levels. "We could lower our rating on Ports America if we continued to see a volume deterioration and no margin improvement in 2021, further deteriorating credit metrics that we expect to be at a low point by the end of 2020, in which we expect adjusted debt to EBITDA above 8x," S&P said. "We could raise our rating on Ports America if volatility decreased after the COVID-19 pandemic ends and adjusted debt to EBITDA levels were consistently below 6x, together with EBITDA margins above 15%. This could occur once terminal volumes recover and surpass 2019 levels, together with a material recovery in the automobile and cruise passenger volumes segments," the rating agency said. PRO TANK: Objection to LA's Burdick Property Sale Cut to 14 Days ---------------------------------------------------------------- Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana approved the request of Richard J. Samson, the Liquidating Agent of Pro Tank Products, Inc., to reduce the time from 21 days to 14 days for any Creditor or interested party to file an objection to his proposed auction sale of the real properties located (i) at 906 & 950 44th St. SE, Minot, North Dakota; and (ii) 4400 & 4450 Burdick Expressway East, Minot, North Dakota, free and clear of all liens and encumbrances. An auction sale currently scheduled for Nov. 6, 2020 at 8:00 a.m. (CST) through Nov. 11, 2020 at 12:00 p.m. (CST). Due to COVID-19 concerns, the auction will be structured as an "on-line" auction and will be conducted by Pifer's Auction and Realty of Moorhead, MN. Interested bidders can obtain more information from Dave Keller, Pifer's Auction and Realty, at (877) 700-4099 or dkeller@pifers.com. About Pro Tank Products Pro Tank Products is a privately held company based in Plentywood, Montana, that manufactures tanks and tank components. Pro Tank is affiliated with Marsh Land & Livestock, Inc. and Marsh Resources, LLC, both of which sought bankruptcy protection on Oct. 17 and Oct. 13, 2016, respectively (Bankr. D. Mont. Case Nos. 16-60999 and 16-61010). Pro Tank filed a Chapter 11 petition (Bankr. D. Mont. Case No. 17-61181) on Dec. 12, 2017. In the petition signed by Todd J. Marsh, its president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Benjamin P. Hursh presides over the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices, serves as bankruptcy counsel to the Debtor. PRO TANK: Objections to LA's Minot Property Sale Cut to 14 Days --------------------------------------------------------------- Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana approved the request of Richard J. Samson, the Liquidating Agent of Pro Tank Products, Inc., to reduce the time from 21 days to 14 days for any Creditor or interested party to file an objection to his proposed auction sale of the real property located at 5015 E. Railway Ave., Minot, North Dakota, free and clear of all liens and encumbrances. An auction sale currently scheduled for Nov. 6, 2020 at 8:00 a.m. (CST) through Nov. 11, 2020 at 12:00 p.m. (CST). Due to COVID-19 concerns, the auction will be structured as an "on-line" auction and will be conducted by Pifer's Auction and Realty of Moorhead, MN. Interested bidders can obtain more information from Dave Keller, Pifer’s Auction and Realty, at (877) 700-4099 or dkeller@pifers.com. About Pro Tank Products Pro Tank Products is a privately held company based in Plentywood, Montana, that manufactures tanks and tank components. Pro Tank is affiliated with Marsh Land & Livestock, Inc. and Marsh Resources, LLC, both of which sought bankruptcy protection on Oct. 17 and Oct. 13, 2016, respectively (Bankr. D. Mont. Case Nos. 16-60999 and 16-61010). Pro Tank filed a Chapter 11 petition (Bankr. D. Mont. Case No. 17-61181) on Dec. 12, 2017. In the petition signed by Todd J. Marsh, its president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Benjamin P. Hursh presides over the case. Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices, serves as bankruptcy counsel to the Debtor. Q BIOMED: Posts $2.4 Million Net Loss in Third Quarter ------------------------------------------------------ Q Biomed, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $2.40 million on $15,000 of net sales for the three months ended Aug. 31, 2020, compared to a net loss attributable to common stockholders of $2.55 million on $0 of net sales for the three months ended Aug. 31, 2019. For the nine months ended Aug. 31, 2020, the Company reported a net loss attributable to common stockholders of $10.77 million on $30,000 of net sales compared to a net loss attributable to common stockholders of $7.81 million on $0 of net sales for the same period a year ago. As of Aug. 31, 2020, the Company had $1.88 million in total assets, $1.76 million in total liabilities, and $126,607 in total stockholders' equity. The Company has and is expected to incur net losses and cash outflows from operations in pursuit of extracting value from its acquired intellectual property. The Company said these matters, amongst others, raise doubt about its ability to continue as a going concern. Q Biomed said, "The Company does not generate material revenue from operations since inception and has limited assets upon which to commence its business operations. Management anticipates that the Company will have to raise additional funds and/or generate significant revenue from drug sales within twelve months to continue operations. Additional funding will be needed to implement the Company's business plan that includes various expenses such as fulfilling our obligations under licensing agreements, legal, operational set-up, general and administrative, marketing, employee salaries and other related start-up expenses. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. If the Company is unable to raise sufficient funds, management will be forced to scale back the Company's operations or cease its operations." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1596062/000110465920114948/tm2029669-1_10q.htm About Q BioMed Inc. Q BioMed Inc. -- http://www.QBioMed.com/-- is a biotech acceleration and commercial stage company. The Company is focused on licensing and acquiring undervalued biomedical assets in the healthcare sector. Q BioMed is dedicated to providing these target assets the strategic resources, developmental support, and expansion capital needed to ensure they meet their developmental potential, enabling them to provide products to patients in need. Q BioMed reported a net loss of $10.28 million for the year ended Nov. 30, 2019, compared to a net loss of $9.27 million for the year ended Nov. 30, 2018. As of May 31, 2020, the Company had $3.63 million in total assets, $1.52 million in total liabilities, and $2.11 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 28, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUANTUM CORP: SVP Engineering Don Martella to Depart Next Month --------------------------------------------------------------- Don Martella, senior vice president Engineering, and Quantum Corporation mutually and amicably agreed that Mr. Martella will separate from the Company, with Mr. Martella's last day expected to be Nov. 4, 2020. Mr. Martella is separating to pursue personal interests. In connection with the separation, and in exchange for a full release of claims in favor of the Company, it is contemplated that the Company will pay Mr. Martella severance payments consisting of a lump sum payment of $177,500 (which is equivalent to six months of his annual salary), and Company-paid COBRA health benefits for a period of 12 months. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com-- provides technology and services that stores and manages video and video-like data delivering the industry's top streaming performance for video and rich media applications, along with low cost, high density massive-scale data protection and archive systems. The Company helps customers capture, create and share digital data and preserve and protect it for decades. Quantum Corporation reported a net loss of $5.21 million for the year ended March 31, 2020, a net loss of $42.80 million for the year ended March 31, 2019, and a net loss of $43.35 million for the year ended March 31, 2018. As of June 30, 2020, the Company had $164.94 million in total assets, $360.44 million in total liabilities, and a total stockholders' deficit of $195.50 million. REMINGTON OUTDOOR: $13M Sale of Business Assets to Roundhill Okayed ------------------------------------------------------------------- Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Eastern District of Kentucky has entered an order amending the order authorizing Remington Outdoor Co., Inc., and its affiliated debtors to sell all their assets used in the manufacture, design, marketing and sale of shotguns, rifles, handguns and modular firearms and related components and accessories other than the Marlin Business, to Roundhill Group, LLC for $13 million cash, plus assumption of the Assumed Liabilities, subject to adjustments, to substitute the Asset Purchase Agreement, dated as of Sept. 26, 2020, for the Amended and Restated Asset Purchase Agreement. The Sale Hearing was held on Oct. 7, 2020. The Asset Purchase Agreement attached to the Sale Order as Exhibit A will be deleted in its entirety and replaced with the Amended Asset Purchase Agreement (Exhibit 1). All references to the "Asset Purchase Agreement" in the Sale Order will mean the Amended Asset Purchase Agreement. Except as expressly modified in the Order, no other terms of the Sale Order or the exhibits attached thereto will be modified. Notwithstanding the provisions of Bankruptcy Rules 6004(h), the Order will not be stayed for 14 days after its entry and will be effective immediately upon entry. A copy of the Amended Agreement is available at https://tinyurl.com/y3mcw8rx from PacerMonitor.com free of charge. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors were estimated to have $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP serve as the Debtors' general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. SAEXPLORATION HOLDINGS: Rapp & Krock Represents Cantor Fitzgerald ----------------------------------------------------------------- In the Chapter 11 cases of SAExploration Holdings, Inc., et al., the law firm of Rapp & Krock, PC submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Cantor Fitzgerald Securities. R&K serves as local bankruptcy counsel in the above-captioned cases for two entities that both retained R&K in August 2020. R&K represents the ad hoc group of certain unaffiliated holders of loans or other indebtedness issued under (a) the Third Amended and Restated Credit and Security Agreement, dated as of September 26, 2018, by and among SAExploration, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, and Cantor Fitzgerald Securities, in its capacity as administrative and collateral agent, (b) the Term Loan and Security Agreement, dated as of June 29, 2016, by and among SAExploration Holdings, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, and Delaware Trust Company, as collateral and administrative agent, and (c) the Senior Secured Convertible Notes Indenture, dated as of September 26, 2018, by and among SAExploration Holdings, Inc., as issuer, the guarantors party thereto, and Wilmington Savings Fund Society, FSB. as trustee and collateral trustee. R&K also represents Cantor Fitzgerald Securities, in its capacity as administrative and collateral agent under the Credit Agreement. On September 30, 2020, the Ad Hoc Group of Certain Consenting Creditors filed its own statement disclosing the names, addresses and nature and amount of each disclosable economic interest held by members of the group. In this Statement, R&K incorporates the information recited in the AHG Statement by reference. The name, address and nature and amount of the disclosable economic interest held by R&K's other client are as follows: Cantor Fitzgerald Securities 110 East 59 St. New York, NY 10022 Nothing contained in this Statement is intended to or should be construed to constitute (a) a waiver or release of any claims filed or to be filed against the Debtors held by the Agent or any member of the Ad Hoc Group of Certain Consenting Creditors, their respective affiliates or any other entity, or (b) an admission with respect to any fact or legal theory. Nothing in this statement should be construed as a limitation upon, or waiver of, any rights of the Agent or any member of the Ad Hoc Group of Certain Consenting Creditors, including the right to assert, file and/or amend any proof of claim in accordance with applicable law and any orders entered in these cases. R&K reserves the right to amend or supplement this Statement as necessary in accordance with Fed. R. Bankr. P. 2019. Counsel for the Agent and the Ad Hoc Group of Certain Consenting Creditors can be reached at: RAPP & KROCK, PC Henry Flores, Esq. Kenneth Krock, Esq. 1980 Post Oak Blvd, Suite 1200 Houston, TX 77056 Telephone: (713) 759-9977 Facsimile: (713) 759-9967 Email: hflores@rappandkrock.com kkrock@rappandkrock.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/355rpbs About SAExploration Holdings SAExploration Holdings -- http://www.saexploration.com/-- is an international oilfield services company offering a full range of vertically-integrated seismic data acquisition, data processing and interpretation, and logistical support services throughout North America, South America, Asia Pacific, Africa, and the Middle East. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, SAE offers a full suite of data processing and interpretation services utilizing its proprietary, patent-protected software, and also provides in-house logistical support services, such as program design, planning and permitting, camp services and infrastructure, surveying, drilling, environmental assessment and reclamation, and community relations. SAE operates crews around the world, performing major projects for its blue-chip customer base, which includes major integrated oil companies, national oil companies and large independent oil and gas exploration companies. With its global headquarters in Houston, Texas, SAE supports its operations through a multi-national presence in the United States, United Kingdom, Canada, Peru, Colombia, Bolivia, Malaysia, and Singapore. SAExploration recorded a net loss of $22.61 million in 2019 compared to a net loss of $59.56 million in 2018. As of March 31, 2020, the Company had $136.03 million in total assets, $149.8 million in total current liabilities, $6.34 million in long-term debt and finance leases, $5.09 million in other long-term liabilities, and a total stockholders' deficit of $25.15 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 13, 2020 citing that the Company has experienced recurring losses from operations and has been unable to renegotiate its expiring senior loan facility which raises substantial doubt about its ability to continue as a going concern. SATELLITE RESTAURANTS: Crabcake Factory Owner Enters Chapter 11 --------------------------------------------------------------- Steven Green of the Dispatch reports that a long-time restaurant, Satellite Restaurants Inc., has filed for Chapter 11 reorganization after a tumultuous start to the year. Satellite Restaurants Inc. owns and operates the 120th Street Crabcake Factory USA, which turns 25 years old next year. "Crabcake Factory is an Ocean City icon and we don't plan on changing a thing in regards to ability to deliver the delicious food and drinks that Ocean City knows and loves. This is a COVID and business issue that requires a reorganization solution. Our quality and service will not be compromised. We are not going anywhere," said Johnny Brooks, owner and CEO of Crabcake Factory USA since 1996. "Unfortunately recent events relating to COVID-19 and the restrictions placed on restaurants coupled with some long standing wage and tax liabilities have tied our hands going into an uncertain offseason. We want to be proactive protecting the legacy of Crabcake Factory for another 25 years in Ocean City." Chapter 11 reorganization allows the business to consolidate its liabilities and protect its assets while developing a long-term business plan. Satellite Restaurants has utilized a new bankruptcy designation know as Chapter 11 Subchapter 5, which is commonly known as a "baby bankruptcy" in accounting and legal circles and designed to expedite a reorganization and swift exit from bankruptcy. "This designation was not available until recently, generally we didn't want to have the negative connotations of a bankruptcy attached to such an iconic local location, but on the advice of legal counsel Paul Sweeney of Yumkas Vidmar Sweeney & Mulrenin and our trusted accounting partners we have elected to use the best legal and accounting options available to us," said Brooks. "This year has been a huge struggle as everyone knows. I owe this to my family, my employees and my loyal customers to alleviate any uncertainty about the future of Crabcake Factory in Ocean City. This allows us to make a manageable plan and move forward." The decision only relates to the original 120th Street location. There are two other Crabcake Factory locations both independently owned -- Crabcake Factory Bayside in Delaware and Crabcake Factory Poolside on 4th Street in downtown Ocean City. "This is a whole new world today in the hospitality business, you either adapt and utilize the tools made available to small businesses or you fall by the wayside," said Brooks. "Crabcake nation is strong and we aren't going anywhere." About Satellite Restaurants Satellite Restaurants Inc. owns 120th Street Crabcake Factory USA, a seafood restaurant found in Ocean City, Maryland. Satellite Restaurants sought Chapter 11 protection (Bankr. D. Md. Case No. 20-19282) on Oct. 14, 2020. TheDebtor was estimated to have less than $100,000 in assets and less than $500,000 in liabilities. The Debtor's counsel: Paul Sweeney Yumkas, Vidmar, Sweeney & Mulrenin, LLC Tel: 443-569-5972 E-mail: psweeney@yvslaw.com SERENDIPITY HOLDINGS: Case Summary & 5 Unsecured Creditors ---------------------------------------------------------- Debtor: Serendipity Holdings, LLC 4246 Hudson Drive Stow, OH 44224 Business Description: Serendipity Holdings, LLC is the owner of fee simple title to a parcel of land located at 4246 Hudson Drive Stow, OH, valued at $2.4 million. Chapter 11 Petition Date: October 16, 2020 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 20-51889 Debtor's Counsel: Peter G. Tsarnas, Esq. GERTZ & ROSEN, LTD. 11 South Forge Street Akron, OH 44304 Tel: 330-376-8336 Email: ptsarnas@gertzrosen.com Total Assets: $2,435,809 Total Liabilities: $9,870,438 The petition was signed by George Schmutz, CEO. A copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AAGVCJQ/Serendipity_Holdings_LLC__ohnbke-20-51889__0001.0.pdf?mcid=tGE4TAMA SHAKY TOWN EXPRESS: Seeks to Use TCI's Cash Collateral ------------------------------------------------------ Shaky Town Express LLC asks the U.S. Bankruptcy Court for the District of Minnesota for entry of an order authorizing the use of TCI Business Capital, Inc.'s cash collateral. The Debtor needs to use cash collateral to meet its operating expenses through April 30, 2021. The court will hold an interim hearing on this motion on October 19, 2020, at 10:15 a.m.. A final hearing has been set for November 17, 2020 at 10:00 a.m., before Bankruptcy Judge William J. Fisher. Any response to the request for final order authorizing the use of cash collateral must be delivered or mailed not later than November 12, 2020, which is five days before the time set for hearing. Unless a response opposing the motion is timely filed, the court may grant the motion without a hearing. The Debtor has seen business decline due to the pandemic and fell behind on its bills. The Debtor also has various trucks and trailers that are no longer needed and will be returned to the secured creditors in due course. The Debtor feels it will be able to reorganize under bankruptcy protection. TCI Business Capital, Inc. filed a UCC Financing Statement on March 31, 2016 claiming a blanket security interest in all assets of the Debtor. TCI has the first position lien on all of the Debtor's assets. As of the date of filing, the Debtor owes TCI approximately $223,000. TCI factors the Debtor's receivables and has the 1st position lien on all existing receivables, and ongoing receivables. Other secured lienholders are Commercial Credit Group, Inc., Pawnee Leasing Corp., and Corporate Service Company, as representative for BMO Harris Bank. As and for adequate protection of TCI’s interest in the Collateral, the Debtor will grant TCI and any other secured creditor replacement liens, to the extent of the Debtor's use of cash collateral, in postpetition inventory, accounts, equipment, and general intangibles, with such liens being of the same priority, dignity, and effect as their respective pre-petition liens. A copy of the motion is available at https://bit.ly/2T1uyDv from PacerMonitor.com. About Shaky Town Express LLC Shaky Town Express LLC is a Minnesota limited liability company that owns and operates trucks and trailers and is in the shipping business. It sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 20-32409) on October 14, 2020. Judge William J. Fisher oversees the case. John D. Lamey III, Esq. of LAMEY LAW FIRM, P.A. serves as counsel to the Debtor. SHILO INN NAMPA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Shilo Inn, Nampa Suites, LLC 1401 Shilo Drive Nampa, ID 83687 Business Description: Shilo Inn, Nampa Suites, LLC is a privately owned hospitality company. Chapter 11 Petition Date: October 15, 2020 Court: United States Bankruptcy Court Western District of Washington Case No.: 20-42349 Debtor's Counsel: Bryan T. Glover, Esq. STOEL RIVES, LLP 600 University Street, Suite 3600 Seattle, WA 98101 Tel: 206-624-0900 E-mail: bryan.glover@stoel.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark S. Hemstreet, secretary of Shilo Nampa Suites Corp., manager. A 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/OKM6CFY/Shilo_Inn_Nampa_Suites_LLC__wawbke-20-42349__0001.0.pdf?mcid=tGE4TAMA SHILO INN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Shilo Inn, Ocean Shores, LLC 707 Ocean Shores Blvd NW Ocean Shores, WA 98569 Business Description: Shilo Inn, Ocean Shores, LLC is a private, independently owned and operated hospitality company. Chapter 11 Petition Date: October 15, 2020 Court: United States Bankruptcy Court Western District of Washington Case No.: 20-42348 Debtor's Counsel: Bryan T. Glover, Esq. STOEL RIVES, LLP 600 University Street, Suite 3600 Seattle, WA 98101 Tel: 206-624-0900 E-mail: bryan.glover@stoel.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mark S. Hemstreet, secretary of Shilo Ocean Shores Corp, manager. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OEPGAWA/Shilo_Inn_Ocean_Shores_LLC__wawbke-20-42348__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Berkshire Hathaway $11,396 Homestate C PO Box 844501 Los Angeles, CA 90084 Tel: 888-495-8949 2. Booking.com B.V. $57,352 Bank of America Lockbox Svcs PO Box 740401 Los Angeles, CA 90074-0401 Tel: 616-254-3517 3. Broadcast Music Inc $11,192 PO Box 630893 Cincinnati, OH 45263-0893 Tel: 800-925-8451 4. Century Link $4,483 Business Services PO Box 52187 Phoenix, AZ 85072-2187 Tel: 800-860-1020 5. Century Link $4,309 PO Box 91155 Seattle, WA 98111-9255 6. City of Ocean $8,899 Shores (Road Tax) PO Box 3925 Seattle, WA 98124-3925 Tel: 425-885-1604 7. City of Ocean $15,583 Shores (Taxes) PO Box 909 Ocean Shores, WA 98569 Tel: 360-289-2488 8. Clark Signs $5,200 PO Box 1113 St Helens, OR 97051-8113 Tel: 503-543-5242 9. Department of Labor & $125,511 Industries L & I Elevator Section PO Box 44480 Olympia, WA 98504-4480 10. Expedia Inc $35,886 PO Box 844120 Dallas, TX 75284-4120 Tel: 888-397-1786 11. Grays Harbor $14,176 County Treasurer PO Box 831 Montesano, WA 98563 12. Guest Supply $1,407 PO Box 3510 Cherry Hill, NJ 08034 13. Harbor Linen, LLC $2,326 PO Box 91155 Seattle, WA 98111-9255 14. HD Supply $10,919 PO Box 509058 San Diego, CA 92150-9058 Tel: 800-798-8888 15. Pioneer Fire & $1,293 Security Inc PO Box 597 East Olympia, WA 98540 16. Schindler Elevator $8,240 Corporation PO Box 93050 Chicago, IL 60673-3050 Tel: 419-867-5160 17. United States Treasury $5,273 Internal Revenue Service PO Box 932100 Louisville, KY 40293-2100 18. Washington Dept of Revenue $363,566 PO Box 34051 Seattle, WA 98124-1051 19. Washington Hospitality $1,406 Association 526 S Locust Ln Moses Lake, WA 98837-2703 20. World Cinema Inc $9,422 PO Box 733288 Dallas, TX 75373-328 Tel: 713-266-2686 SOUNDVIEW PREPARATORY: Signs Deal to Sell to Unicorn for $2.85M --------------------------------------------------------------- Bill Heltzel of Westfair Online reports that Unicorn Contracting Corp. has struck a deal to buy the former Soundview Preparatory School in Yorktown Heights for $2.85 million. Soundview, a private school that closed in January 2020 after 30 years in operation, disclosed the deal in a document filed Aug. 19 in U.S. Bankruptcy Court in White Plains. "As soon as the closure was decided, the board began investigating the most efficient way to wind down the affairs of the school," chairwoman Kelly Fairweather states in an affidavit. "Focused on finding a path forward that would provide the greatest recovery to … creditors, the board set out to monetize the debtor's most valuable asset, the property." Soundview's 13-acre campus is on Underhill Avenue near Saw Mill River Road and the Yorktown Heights business district. The small, private co-ed school, grades 6 to 12, featured a low student-faculty ratio and a noncompetitive environment that were meant to encourage rigorous academic standards, according to its website, instill ethical values and foster self-confidence. Enrollment had declined in recent years, and by January, with only 47 students, Soundview could not afford to keep the doors open. The school closed but faculty continued to work with 14 seniors, and in May, according to Fairweather, all graduated. Unicorn's president, Paul F. Guillaro, expressed interest in buying the campus. The Cold Spring real estate investment and development firm has built commercial and residential projects in the region, and according to Fairweather it is well known to village officials. In petitioning for Chapter 11 bankruptcy, the school is hoping to quicken the transaction. The school had asked the state attorney general's office, which is investigating the abrupt closing of the nonprofit school, for approval to sell the property. That would have bypassed a more costly, time-consuming process of getting a formal court order But the attorney general's office advised the school that it could not approve the sale, she states in her affidavit, because Soundview is insolvent. Thus, Fairweather stated, Soundview "elected to proceed with the liquidation of its assets and orderly wind down of its affairs through a Chapter 11 process." She said selling the property to Unicorn is in the best interests of creditors. The campus was appraised at $3 million, according to a court document, but the school will save from $150,000 to $180,000 by not having to pay a real estate broker fee of 5 to 6 percent. Soundview declared $2.9 million in assets and $2.84 million in liabilities. It owes nearly $2.3 million to Bank of America for the mortgage and credit card debt, as well as wages and retirement benefits to former faculty and staff. About Soundview Preparatory School Soundview is a private school that closed in January 2020 after 30 years in operation. Soundview Preparatory School was an independent, co-ed day school for grades 6 – 12 that was located on a 13 acre campus in Yorktown Heights, New York in northern Westchester County. Soundview Preparatory School filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-22948) on August 19, 2020. At the time of filing, the Debtor estimated 1,000,001 to $10 million in both assets and liabilities. Erica Feynman Aisner, Esq. at Kirby Aisner & Curley LLP is the Debtor's counsel. SUNNY HILLS: Seeks to Hire RGP LLP as Accountant ------------------------------------------------ Sunny Hills Aquatic Club seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ RGP LLP, as accountant to the Debtor. Sunny Hills requires RGP LLP to: -- prepare and file tax returns; -- prepare tax projections and perform tax analysis. RGP LLP will be paid at the hourly rate of $120 to $325. RGP LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Ward Pynn, partner of RGP LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. RGP LLP can be reached at: Ward Pynn RGP LLP 3478 Buskirk Ave Suite 308 Pleasant Hill, CA 94523 Tel: (925) 954-0100 About Sunny Hills Aquatic Club Sunny Hills Aquatic Club sought protection under Chapter 11 of the Bankruptcy Code (N.D. Cal. Case No. 20-41077) on June 25, 2020, listing under $1 million in both assets and liabilities. Tracy Green, Esq. at Wendel, Rosen, Black And Dean represents the Debtor. SUPER CALIDAD AUTO: SBA Okay to Cash Collateral Use Thru Dec. 31 ---------------------------------------------------------------- Super Calidad Auto Sales Inc. and the U.S. Small Business Administration advised the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, that they have reached an agreement regarding Super Calidad's Motion for Authority to Use Cash Collateral and now desire to memorialize the terms of the agreement into an Agreed Order. The Parties agree that any and all of the Personal Property Collateral constitutes the cash collateral of the SBA. The SBA consents to the Debtor's use of Cash Collateral on the terms set forth in their stipulation. Other than the Debtor's use of Cash Collateral for the purposes agreed, the Debtor represents to the SBA that it will make no additional or unauthorized use of the Cash Collateral retroactive from the Filing Date through December 31, 2020 for ordinary and necessary expenses. As adequate protection, the SBA will receive a replacement lien secured by a post-petition lien to the same extent, validity and priority as its pre-petition lien against all post-petition Personal Property Collateral and all other personal property acquired by the Debtor up to the full extent of the amount owed to the SBA, pursuant to the terms of the SBA Loan. The terms require the Debtor to pay principal and interest payments of $2,437 every month beginning 12 months from the date of the Loan Note over the 30-year term of the SBA Loan. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. The SBA's secured claim under the Loan as of the bankruptcy filing date is $500,000. Pursuant to a Security Agreement effective April 17, 2020, the SBA Loan is secured by all tangible and intangible personal property, including, but not limited to inventory, equipment, and instruments. The parties agree that the SBA's UCC-1 filing is deemed an effective, valid and properly perfected lien against the Personal Property Collateral, senior in priority to any other entity that had previously recorded a UCC-1 against the Debtor’s Personal Property Collateral. The Debtor will use its best efforts to diligently seek confirmation of a Chapter 11 plan of reorganization. The SBA reserves its right to object to the Debtor's proposed Chapter 11 plan of reorganization, including the cure of the arrearages under the SBA Loan, and does not waive any rights, claims or interests in the Chapter 11 bankruptcy case. A copy of the parties' Stipulation and the Debtor's 90-day budget is available at https://bit.ly/37eKDhy from PacerMonitor.com. About Super Calidad Auto Sales Inc. Super Calidad Auto Sales, Inc., a car dealer in Los Angeles, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11233) on July 14, 2020. Super Calidad President Josefina Espino signed the petition. At the time of the filing, the Debtor disclosed $559,850 in assets and $1,350,544 in liabilities. The Debtor is represented by the Law Offices of Louis J. Esbin. THOMAS G. GIALAMAS: Court Junks Bid to Vacate Plan Order -------------------------------------------------------- Several months before the bankruptcy case captioned In re: Thomas G. Gialamas, Chapter 11, Debtor, Bankruptcy No. 18-13341 tml (Bankr. W.D. Wis.) commenced, a Wisconsin circuit court appointed F. John Stark, III the supplemental receiver in a post-judgment enforcement action against the Debtor. On March 30, 2020, the court confirmed the chapter 11 plan of reorganization proposed by a creditor of the Debtor. The confirmed plan provides in section 6.13(a) that several lawsuits pending against the Debtor, including the state court "Receivership Action," are "resolved" and the judgments docketed against the Debtor and orders "affecting the Debtor's assets in favor of [Erick] Hallick" in those cases, "shall be satisfied." Stark filed a motion requesting vacatur of the bankruptcy court's March 30, 2020 order confirming the chapter 11 plan at least as to its section 6.13(a) and treatment of the Receivership Action. Mr. Stark argued that the bankruptcy court "lacks subject matter jurisdiction" over that provision of the plan and its order, at least with respect to that provision, is, therefore "void." Upon analysis, Bankruptcy Judge Thomas M. Lynch denied the motion. Mr. Stark has failed to demonstrate that the court lacked subject matter jurisdiction to confirm the Plan, including section 6.13(a) thereof. Mr. Gialamas' bankruptcy case began when three unsecured creditors filed an involuntary chapter 7 petition against him on Oct. 2, 2018. The bankruptcy court entered the order for relief on Jan. 24, 2019. One month later, it granted the Debtor's motion to convert the case to chapter 11. While proceeding under chapter 11, the Debtor and creditor Old Sauk Trails Park Limited Partnership filed competing plans. After several modifications to each, the Debtor eventually withdrew his plan. A confirmation hearing was held on the modified OSTP plan, which was ultimately confirmed as amended. Before the bankruptcy case commenced, the Debtor had become enmeshed in several lawsuits in the state courts with several of his creditors. In one of these cases, Hallick v. Thomas Gialamas and Madison Office Fund, LLC (Dane County, Wisconsin, Case No. 2017-CV-0332 ("Receivership Action"), Erick Hallick was awarded judgment in the amount of $16,695,688.11 against Thomas Gialamas. In an order entered on August 31, 2018, on the application of the plaintiff, the Dane County court-appointed Mr. Stark supplemental receiver with respect to the Thomas Gialamas Individual Property Trust's partnership interest in the Old Sauk Trails Park Limited Partnership. The Receiver Order authorized Mr. Stark to "take possession of" the Debtors' interest in Old Sauk Trails Park Limited Partnership, and to "protect and preserve the OSTP Interest, collect all distributions, payments, profits, rents, income and revenues from the OSTP Interest (Receivables) due or to become due from August 21, 2018 until further order of this Court, to effect the sale or redemption of the OSTP Interest, and to otherwise monitor and/or oversee the liquidation of the OSTP Interest." It orders the Receiver is to "open a bank account in the name of F. John Stark, III, Receiver For the Benefit of Erick Hallick" and to use such account "to deposit any and all payments, profits, proceeds, rents, income, distributions and revenues (Receivables) from the OSTP Interest to be held for the benefit of Erick Hallick." Gialamas is ordered to cooperate with the Receiver and he and anyone affiliated with the OSTP Interest are directed to surrender their possession of any OSTP Interest to the Receiver. The Receiver is entitled to "take possession, custody or control of the OSTP Interest." The Receiver is "appointed for a term not to exceed a reasonable time after control of the OSTP Interest are delivered to Plaintiff and/or liquidated consistent with the terms of the Partnership Agreement and Wisconsin Law, and to terminate at any time, upon reasonable notice, when this action is dismissed or upon payment of the amount due and owing Plaintiff pursuant to the judgment against Gialamas or upon such other grounds as may be found sufficient by the Court." The Movant argued that the court had no subject matter jurisdiction, in his words, to "deal with the Receivership Action while adversely affecting the rights of Mr. Stark to be paid in the Receivership Action, under his retention agreement with Mr. Hallick." He asserted that "Mr. Stark's fees for serving as the Receiver are subject to approval and disbursement in the Receivership Action," that the "Plan does not provide any mechanism for Mr. Stark's fees to be paid by Mr. Hallick" and that "all such matters are subject to the jurisdiction of the Receivership Action in Dane County, Wisconsin." He argued section 6.13(a) as it relates to the Receivership Action exceeds this court's subject matter jurisdiction provided by 28 U.S.C. sections 157(b)(2) and 1334(b), and as such is "void." Relying solely upon Fed. R. Civ. P. 60(b)(4),3 the Motion asked the court to enter an order "vacating the Offending Provision from the Confirmation Order for want of subject matter jurisdiction." According to Judge Lynch, the court had clear jurisdiction to confirm the Plan. Title 28 provides that "the district courts shall have original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11." Section 1334 grants the district courts original and exclusive jurisdiction of all bankruptcy cases, and exclusive jurisdiction "of all the property, wherever located, of the debtor as of the commencement of such case, and of property of the estate," as well as "overall claims or causes of action that involve construction of section 327 of title 11, United States Code, or rules relating to disclosure requirements under section 327." Section 327 of the Bankruptcy Code sets forth requirements and procedures for employment of professional persons to represent the bankruptcy estate. The district court is authorized to "provide that any or all cases under title 11 and any or all proceedings arising under title 11 or arising in or related to a case under title 11 shall be referred to the bankruptcy judges for the district. Judge Lynch said the Movant did not suggest otherwise but instead asserted that he is "a creditor of a creditor, Mr. Hallick, and therefore the Court lacks subject matter jurisdiction to alter his rights against Mr. Hallick under the Plan." Arguing that he is owed money by Hallick independent of the Debtor, the Debtor's estate or property of the Debtor, Stark asserted instead that section 6.13(a) impermissibly interferes with his right to payment by prohibiting him from collecting from Hallick. However, there is no need for the court to address the outer limits of a chapter 11 plan's ability to bind or modify the rights of non-creditor third parties as the Movant invites us to do. For Mr. Stark has failed to demonstrate his threshold propositions that he is a direct creditor of Hallick owed money directly from Hallick in a way unconnected to the Debtor or the Debtor's estate, and that he is not a creditor of the Debtor's estate or that the Plan prohibits him from collecting this payment without involving Thomas Gialamas or the estate. The evidence presented in support of Mr. Stark's threshold argument is scant and does not prove his claim, the Court said. The bankruptcy case is in re: Thomas G. Gialamas, Chapter 11, Debtor, Bankruptcy No. 18-13341 tml (Bankr. W.D. Wis.). A copy of the Court's Memorandum Opinion is available at https://bit.ly/3o7ptIi from Leagle.com. TOWN SPORTS: Law of Firm of Russell Represent Utility Companies --------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Law Firm of Russell R. Johnson III, PLC submitted a verified statement to disclose that it is representing the utility companies in the Chapter 11 cases of Town Sports International, LLC, et al. The names and addresses of the Utilities represented by the Firm are: a. PSEG Long Island Attn: Kevin McKiernan 15 Park Drive Melville, New York 11747 b. Constellation NewEnergy, Inc. Constellation NewEnergy - Gas Division, LLC Attn: Mark J. Packel Assistant General Counsel 2301 Market Street, 23rd Floor Philadelphia, PA 19103 c. Consolidated Edison Company of New York, Inc. Attn: Rosalie Zuckerman Con Edison Law Department Attn: Bankruptcy l8th Floor 4 Irving Place New York, New York 10003 d. Orange and Rockland Utilities, Inc. Attn: Jennifer Woehrle 390 W. Route 59 Spring Valley, New York 10977 e. The Connecticut Light & Power Company NStar Electric Company NStar Gas Company Attn: Honor S. Heath, Esq. Eversource Energy 107 Selden Street Berlin, CT 06037 f. PECO Energy Company The Potomac Electric Power Company Attn: Lynn R. Zack, Esq. Assistant General Counsel Exelon Corporation 2301 Market Street, S23-1 Philadelphia, PA 19103 g. Public Service Electric and Gas Company Attn: Matthew Cooney 80 Park Plaza-Tl5 Newark, New Jersey 07102 h. Jersey Central Power & Light Company Attn: Kathy M. Hofacre FirstEnergy Corp. 76 S. Main St., A-GO-15 Akron, OH 44308 i. Boston Gas Company Essex Gas Company KeySpan Energy Delivery Long Island KeySpan Energy Delivery New York Massachusetts Electric Company Narragansett Electric Company Attn: Vicki Piazza, D-1 National Grid 300 Erie Boulevard West Syracuse, NY 13202 The nature and the amount of claims of the Utilities, and the times of acquisition thereof are as follows: a. The following Utilities have unsecured claims against the above-referenced Debtors arising from prepetition utility usage: Consolidated Edison Company of New York, Inc., Orange and Rockland Utilities, Inc., Constellation NewEnerqy, Inc., Constellation NewEnergy - Gas Division, LLC, NStar Electric Company, NStar Gas Company, PECO Energy Company, The Potomac Electric Power Company, Jersey Central Power & Light Company, PSEG Long Island, Public Service Electric and Gas Company, Boston Gas Company, Essex Gas Company, KeySpan Energy Delivery Long Island, KeySpan Energy Delivery New York, Massachusetts Electric Company, Narragansett Electric Company and The Connecticut Light & Power Company. b. Consolidated Edison Company and PSEG Long Island held prepetition cash deposits that secured all prepetition debt regarding some Debtor accounts. c. (c) For more information regarding the claims and interests of the Utilities in these jointly-administered cases, refer to the Objection of Certain Utility Companies To the Debtors' motion For Interim and Final Orders, Pursuant To Sections 105(a) and 366 of the Bankruptcy Code, (I) Prohibiting Utility Companies From Altering, Refusing, or Discontinuing Utility Services, (II) Deeming Utility Companies Adequately Assured of Future Payment, (III) Establishing Procedures For Determining Additional Adequate Assurance of Payment, (IV) Granting Certain Related Relief; and (V) Setting a Final Hearing Related Thereto filed in the above-captioned, jointly-administered, bankruptcy cases. The Law Firm of Russell R. Johnson III, PLC was retained to represent the foregoing Utilities in September 2020. The circumstances and terms and conditions of employment of the Firm by the Companies is protected by the attorney-client privilege and attorney work product doctrine. The Firm can be reached at: Russell R. Johnson III, Esq. LAW FIRM OF RUSSELL R. JOHNSON III, PLC 2258 Wheatlands Drive Manakin-Sabot, VA 23103 Telephone: (804) 749-8861 Facsimile: (804) 749-8862 E-mail: russell@russelljohnsonlawfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2GZt7mR About Town Sports Town Sports International, LLC and its subsidiaries are owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, Town Sports operated 186 fitness clubs under various brand names, collectively serving approximately 605,000 members. Town Sports owns and operates brands such as New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs, Lucille Roberts and Total Woman. Town Sports and several of its affiliates filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 20-12168) on Sept. 14, 2020. The petitions were signed by Patrick Walsh, chief executive officer. The Debtors were estimated to have $500 million to $1 billion in consolidated assets and consolidated liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP and Kirkland & Ellis LLP as their bankruptcy counsel, Houlihan Lokey, Inc. as financial advisor and investment banker, and Epiq Corporate Restructuring LLC as claims and noticing agent. TRADER CORP: S&P Affirms 'B' ICR, Ratings Off Watch Negative ------------------------------------------------------------ S&P Global Ratings removed its ratings on Toronto-based online automotive marketplace provider Trader Corp. from CreditWatch, where they were placed with negative implications April 14, 2020. At the same time, S&P affirmed its 'B' issuer credit rating on Trader, and its 'B' issue-level rating, with a '3' recovery rating, on the company's senior secured term loan and revolver. "The affirmation reflects our view that Trader's credit metrics will improve meaningfully in 2021 after a sharp deterioration in 2020," S&P said. The company generates about 85% of its revenues from automotive dealers that subscribe to its wide range of inventory management and marketing services. To assist dealers in the wake of COVID-19 pandemic-related closures and mitigate potential customer attrition, Trader waived its marketplace tariffs for dealers for April and May. This strategy had a meaningful negative impact on the company's second-quarter results. Specifically, Trader's revenues dropped by 60% and EBITDA was negative. In the third quarter of 2020, the company has re-instated its fees, albeit in a staggered manner. Dealer sales of used and new cars are also rebounding and automotive prices have strengthened. Therefore, S&P anticipates a sequential improvement in operating performance in the third and fourth quarters of 2020. As a result, 2020 revenues could decline by 25%-30% and S&P expects debt-to-EBITDA on an S&P Global Ratings' adjusted basis to materially weaken to over 10x from about 6.5x at year-end 2019. "Nevertheless, our affirmation stems from our view that revenues and EBITDA will recover meaningfully in 2021. While the strategy to support customers had a significant impact on the company's operating performance in the short term, it enabled Trader to not only retain its existing dealers but also to add new dealers and manage in what is a very competitive environment," S&P said. S&P views positively Trader's strong market position as Canada's leading automobile-focused digital marketing services provider (about 50% share of total dealers in Canada), strong dealer network, premium product offering, and operation in the countercyclical used-car market. S&P believes these attributes should enable Trader to recover its revenues and EBITDA in 2021 to about 80%-90% of 2019 levels with credit metrics returning to levels that the rating agency believes are commensurate with the rating. These include debt-to-EBITDA on an S&P Global Ratings' adjusted basis of below 7x and free operating cash flow-to-debt of about 6%-7% in fiscal 2021. The negative outlook reflects the possibility that additional pandemic-related risks and the recession could have a prolonged adverse effect on Trader's operating performance. It also reflects the risks that debt-to-EBITDA could remain elevated and free cash flow (S&P Global Ratings' adjusted) could remain weak through fiscal 2021 due to slower-than-anticipated recovery in demand for listings. Consideration for a lower rating will include: -- A stalled earnings recovery likely driven by additional closures owing to the pandemic, which could affect its customers' ability (and desire) to list; recessionary conditions, which lead to lower demand for cars and therefore advertising; and increased competition. -- S&P's expectation of adjusted debt-to-EBITDA remaining above 7.5x or for adjusted free operating cash flow to debt below 5% for fiscal 2021. S&P could revise the outlook to stable if Trader can restore its adjusted debt-to-EBITDA to the low-to-mid 6x area and continue to generate positive free cash flows on a sustained basis. The rating agency believes this could occur if Trader's EBITDA and margins fully rebound to historical levels. TRANSOCEAN LTD: Subsidiary Commences Cash Tender Offers ------------------------------------------------------- Transocean Ltd. reports that Transocean Inc., its wholly-owned subsidiary, has commenced tender offers to purchase for cash (i) any and all of its outstanding 6.500% Senior Notes due 2020 and (ii) up to an aggregate principal amount of (a) its outstanding 6.375% Senior Notes due 2021, 3.800% Senior Notes due 2022 and 7.250% Senior Notes due 2025 and (b) the 5.375% Senior Secured Notes due 2023 issued by Transocean Sentry Limited, a wholly-owned subsidiary of Transocean Ltd., that will not result in the aggregate purchase price for Capped Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers exceeding $200.0 million (subject to increase or decrease by the Company in its sole discretion, subject to applicable law) in each case, from holders thereof. The Offers are being made pursuant to an Offer to Purchase, dated Oct. 13, 2020. Each Offer will expire at 11:59 p.m., New York City time, on Nov. 9, 2020, or any other time and date to which the Company extends such Offer in its sole discretion, unless earlier terminated. To be eligible to receive the applicable Total Consideration, Holders must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on Oct. 26, 2020, or any other time and date to which the Company extends such period in its sole discretion. The Early Tender Time and/or Expiration Time with respect to an Offer can be extended independently of the Withdrawal Deadline for such Offer and the Early Tender Time, Expiration Time or Withdrawal Deadline with respect to any other Offer. The following describes certain terms of the Offers: (1) Title of Note: 6.500% Senior Notes due 2020 CUSIP Number: 893830 AY5 Principal Amount Outstanding: $190,885,000 Tender Consideration: $940.0 Early Tender Premium: $30.00 Total Consideration: $970.0 (2) Title of Note: 6.375% Senior Notes due 2021 CUSIP Number: 893830 BB4 Principal Amount Outstanding: $115,973,000 Tender Consideration: $670.0 Early Tender Premium: $30.00 Total Consideration: $700.0 (3) Title of Note: 3.800% Senior Notes due 2022 CUSIP Number: 893830 BC2 Principal Amount Outstanding: $37,739,000 Tender Consideration: $520.0 Early Tender Premium: $30.00 Total Consideration: $550.0 (4) Title of Note: 5.375% Senior Secured Notes due 2023 CUSIP Number: 89385AAA3 / G9007CAA8 Principal Amount Outstanding: $503,509,000 Tender Consideration: $620.0 Early Tender Premium: $30.00 Total Consideration: $650.0 (5) Title of Note: 7.250% Senior Notes due 2025 CUSIP Number: 893830 BK4 / G90073AD2 Principal Amount Outstanding: $542,901,000 Tender Consideration: $400.0 Early Tender Premium: $30.00 Total Consideration: $430.0 Subject to the terms and conditions of each Offer, the consideration for each $1,000 principal amount of Notes validly tendered at or prior to the applicable Expiration Time and accepted for purchase pursuant to such Offer will be the "Tender Consideration" for such series. Holders of Notes that are validly tendered at or prior to the applicable Early Tender Time and accepted for purchase pursuant to such Offer will receive the applicable Tender Consideration plus an early tender premium of $30.00 per $1,000 principal amount of such Notes, subject to the terms and conditions of each Offer. Holders of Notes that are validly tendered after the applicable Early Tender Time but before the applicable Expiration Time and accepted for purchase pursuant to such Offer will receive the applicable Tender Consideration, but not the applicable Early Tender Premium. In addition to the Tender Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Offers on the Early Settlement Date or the Final Settlement Date, as applicable, will also receive accrued and unpaid interest on such Notes from the last interest payment date with respect to the Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable. The Company expressly reserves the right, but is under no obligation, to increase or decrease the Maximum Amount at any time, subject to applicable law. This could result in the Company purchasing a greater or lesser aggregate principal amount of Capped Notes in the Offers. There can be no assurance that the Company will exercise its right to increase or decrease the Maximum Amount. For the avoidance of doubt the Offer with respect to the 2020 Notes is not subject to the Maximum Amount or the Acceptance Priority Levels and any 2020 Notes validly tendered and accepted for purchase pursuant to the such Offer will be purchased on the applicable Settlement Date. Validly tendered Notes may be withdrawn with respect to an Offer for any series of Notes at or prior to, and not thereafter (subject to applicable law), 5:00 p.m., New York City time, on Oct. 26, 2020, unless extended by the Company in its sole discretion. The Company intends to accept (i) any and all 2020 Notes validly tendered at or prior to the Early Tender Time, subject to the terms of the Offer to Purchase, and (ii) Capped Notes validly tendered at or prior to the Early Tender Time, subject to the terms of the Offer to Purchase, including the Maximum Amount, the Acceptance Priority Level and proration. Payment in cash of an amount equal to the applicable Total Consideration, plus the applicable Accrued Interest, for such accepted Notes will be paid on the settlement date, which is expected to be within three business days of the Early Tender Time or as promptly as practicable thereafter, subject to all conditions to the Offer having been either satisfied or waived by the Company. The Company intends to accept (i) any and all 2020 Notes validly tendered after the Early Tender Time, but prior to the Expiration Time, subject to the terms of the Offer to Purchase, and (ii) Capped Notes validly tendered after the Early Tender Time, but prior to the Expiration Time, subject to the terms of the Offer to Purchase, including the Maximum Amount, the Acceptance Priority Level and proration. Payment in cash of an amount equal to the applicable Tender Consideration, plus the applicable Accrued Interest, for such accepted Notes will be paid on the settlement date, which is expected to be within three business days of the Expiration Time or as promptly as practicable thereafter, subject to all conditions to the Offer having been either satisfied or waived by the Company. For the avoidance of doubt, interest will cease to accrue on the applicable Settlement Date for Notes accepted in the Offers. Accordingly, if the aggregate principal amount of Capped Notes validly tendered at or before the Early Tender Time results in an Aggregate Purchase Price that equals or exceeds the Maximum Amount, the Company will not accept for purchase any Capped Notes tendered after the Early Tender Time unless the Maximum Amount is increased, and any Capped Notes tendered on or prior to the Early Tender Time and accepted for purchase will be accepted on a prorated basis such that the Aggregate Purchase Price equals the Maximum Amount (subject to rounding down to the nearest $1,000). However, if the Offers with respect to the Capped Notes are not fully subscribed as of the Early Tender Time such that the Aggregate Purchase Price of Capped Notes validly tendered does not equal at least the Maximum Amount as of the applicable Early Tender Time, Capped Notes validly tendered at or before the applicable Early Tender Time will be accepted for purchase in priority to Capped Notes tendered after the applicable Early Tender Time, even if such Capped Notes tendered after the applicable Early Tender Time have a higher Acceptance Priority Level than Capped Notes tendered prior to the applicable Early Tender Time. Each Offer is a separate offer, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in the Company's sole discretion, and without amending, extending, terminating or withdrawing any other Offer. No Offer is conditioned upon any minimum principal amount of Notes of any series being tendered nor the consummation of any other Offer. Additionally, notwithstanding any other provision of the Offers, the Company's obligation to accept for purchase, and to pay for, any of the Notes validly tendered pursuant to the Offers is subject to the satisfaction or waiver of certain conditions as set forth in the Offer to Purchase, and the Company expressly reserves its right, subject to applicable law, to terminate any Offer at any time. The Offers are being made pursuant to the terms and conditions contained in the Offer to Purchase, copies of which may be requested from the information agent for the tender offer, D.F. King & Co., Inc., at (800) 967-5051 (Toll-Free) or (212) 269-5550, by email at transocean@dfking.com or via the following web address: www.dfking.com/transocean. Credit Agricole Securities (USA) Inc. is acting as the sole dealer manager for the Offers. Questions regarding the tender offer may be directed to the Dealer Manager at the telephone numbers shown below: Credit Agricole Securities (USA) Inc. Tel (toll-free): (866) 807-6030 Tel (collect): (212) 261-7802 About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. Transocean recorded a net loss of $1.25 billion for the year ended Dec. 31, 2019, compared to a net loss of $2 billion for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $22.82 billion in total assets, $1.58 billion in total current liabilities, $10.25 billion in total long-term liabilities, and $10.98 billion in total equity. * * * As reported by the TCR on Oct. 2, 2020, S&P Global Ratings raised its issuer credit rating on Switzerland-based offshore drilling contractor Transocean Ltd. to 'CCC-' from 'SD' (selective default). The 'CCC-' issuer credit rating reflects the high likelihood of additional distressed transactions. TRAXIUM LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Traxium, LLC DBA Printing Concepts, LLC DBA Ingenuity Holdings, LLC DBA Cadence Holdings, LLC 4246 Hudson Drive Stow, OH 44224 Business Description: Traxium, LLC is a holding company comprised of commercial printing and marketing businesses. Chapter 11 Petition Date: October 16, 2020 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 20-51888 Debtor's Counsel: Peter G. Tsarnas, Esq. GERTZ & ROSEN, LTD. 11 South Forge Street Akron, OH 44304 Tel: 330-376-8336 Email: ptsarnas@gertzrosen.com Total Assets: $4,420,019 Total Liabilities: $5,665,021 The petition was signed by George Schmutz, chief executive officer. A 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/COFGQUI/Traxium_LLC__ohnbke-20-51888__0001.0.pdf?mcid=tGE4TAMA TRC FARMS: $75K Private Sale of Dover Property to Kirseys Approved ------------------------------------------------------------------ Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized TRC Farms, Inc.'s private sale of real estate and improvements identified as approximately 23.81 acres and all improvements constructed thereon located off Highway 55, Dover, Craven County and more particularly described in that certain deed description located at Book 3179, Page 19, Tax Parcel 3-022-18000, Craven County Registry, North Carolina, to Kristopher J. Kirsey and Amanda L. Kirksey for $74,500. The Property will be conveyed free and clear of all claims, liens and encumbrances that may be asserted against the Property, as follows: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known as Branch Banking and Trust Co.). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real estate taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Property, which relate to or arise as a result of a sale of the Property, or which may be asserted against the buyer of the Property, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have or may be asserted against the Property by the North Carolina Department of Revenue, the Internal Revenue Service, and any and all other taxing and government authorities. The Purchaser will have no liability, including as a successor entity, for any debts and obligations of Debtor arising prior to the date of the closing of the purchase of the Property, except for the Purchaser's obligation to pay real property taxes for the year of closing as set forth in the Purchase Sale Contract. The purported liens and interests of the creditors named attach to the proceeds of the sale in their respective priorities, subject to court-approved expense and fees. The Property will be sold in an "as is" condition, and no warranties will be made as to the condition, use or fitness of the Property for a particular purpose. The Buyer of the Property will bear all costs associated with the transfer of the Property, including registration fees, local transfer fees and taxes, and North Carolina sales taxes, as applicable. The Order will be effective immediately, as permitted by Rule 6004(h). About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TRIBUNE CO: 3rd Circuit Creates New Cramdown Test in Ruling ----------------------------------------------------------- Law360 reports that a Third Circuit appeals panel affirmed two lower courts' decisions Wednesday, August 26, 2020, to confirm the Chapter 11 plan of media conglomerate Tribune Co. over senior noteholder claims they received less recovery than other creditors, but created a new test for unfairness in so-called cramdown cases. The three-judge panel's opinion denied the appeal of the senior noteholders of Tribune holding more than $1 billion of debt against the company, who argued debt subordination agreements among the debt holders were ignored in the plan confirmed in 2012. The plan enforced a cramdown of the noteholders. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TUPPERWARE BRANDS: FMR LLC et al., Report 14.99% Equity Stake ------------------------------------------------------------- FMR LLC and Abigail P. Johnson disclosed in a Schedule 13G filed with the Securities and Exchange Commission on Oct. 12, 2020, that they beneficially own 7,367,613 shares of common stock of Tupperware Brands Corp. which represents 14.999 percent of the shares outstanding. Fidelity Blue Chip Growth Fund also reported beneficial ownership of 4,280,100 Common Shares. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/315066/000031506620001815/filing.txt About Tupperware Brands Tupperware Brands Corporation -- http://www.tupperwarebrands.com/ -- is a global manufacturer and marketer of innovative, premium products through social selling. Product brands span several categories including design-centric food preparation, storage and serving solutions for the kitchen and home through the Tupperware brand and beauty and personal care products through the Avroy Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands. As of June 27, 2020, the Company had $1.19 billion in total assets, $1.47 billion in total liabilities, and a total shareholders' deficit of $282.3 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based Tupperware Brands Corp. to 'CCC-' from 'SD' after the company completed a tender offer for approximately $97.6 million of its $600 million 4.75% senior unsecured notes due June 1, 2021. As reported by the TCR on June 1, 2020, Moody's Investors Service downgraded Tupperware Brands Corporation's Corporate Family Rating to Caa3 from B3. These action follows Tupperware's May 26 announcement that it would launch a tender offer to purchase for cash up to $175 million of its $600 million senior unsecured notes due June 1, 2021. TUPPERWARE BRANDS: Promotes Cassandra Harris to CFO & COO --------------------------------------------------------- The Board of Directors of Tupperware Brands Corporation promoted Cassandra (Sandra) E. Harris to chief financial officer and chief operating officer of the Company, effective Oct. 12, 2020. In connection with Ms. Harris' promotion, the Compensation and Management Development Committee approved the following material terms of her compensation package: Position: Chief Financial Officer and Chief Operating Officer Base Salary: $650,000 Annual Bonus Target: 85% of base salary Employee Benefits: Eligible to participate in other compensation and benefit plans and programs offered to the Company's executive officers, including participation in the Company's equity incentive plans About Tupperware Brands Tupperware Brands Corporation -- http://www.tupperwarebrands.com/ -- is a global manufacturer and marketer of innovative, premium products through social selling. Product brands span several categories including design-centric food preparation, storage and serving solutions for the kitchen and home through the Tupperware brand and beauty and personal care products through the Avroy Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands. As of June 27, 2020, the Company had $1.19 billion in total assets, $1.47 billion in total liabilities, and a total shareholders' deficit of $282.3 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based Tupperware Brands Corp. to 'CCC-' from 'SD' after the company completed a tender offer for approximately $97.6 million of its $600 million 4.75% senior unsecured notes due June 1, 2021. As reported by the TCR on June 1, 2020, Moody's Investors Service downgraded Tupperware Brands Corporation's Corporate Family Rating to Caa3 from B3. These action follows Tupperware's May 26 announcement that it would launch a tender offer to purchase for cash up to $175 million of its $600 million senior unsecured notes due June 1, 2021. UNITED CANVAS: Taps Moon Wright as Bankruptcy Counsel ----------------------------------------------------- United Canvas & Sling, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Moon Wright & Houston, PLLC as their bankruptcy counsel. The professional services that Moon Wright may render to the Debtors are as follows: (a) provide the Debtors legal advice with respect to their powers and duties; (b) negotiate, prepare, and pursue confirmation of a chapter 11 plan and all related reorganization agreements; (c) prepare legal papers; (d) represent the Debtors in all adversary proceedings; (e) represent the Debtors in all litigation arising from or relating to causes of action owned by the estates or defending causes of action brought against the estates; (f) appear in court to protect the interests of the Debtors; and (g) perform all other legal services for the Debtors. The firm's principal attorneys and paralegals designated to represent the Debtors, and their agreed hourly rates, are: Richard S. Wright $525 Andrew T. Houston $500 Caleb Brown $280 Shannon Myers (Paralegal) $180 Amy Murray (Paralegal) $150 Andrew Houston, Esq, a partner at Moon Wright, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew T. Houston, Esq. Moon Wright & Houston, PLLC 121 W. Trade Street, Suite 1950 Charlotte, NC 28202 Telephone: (704) 944-6560 Facsimile: (704) 944-0380 Email: ahouston@mwhattorneys.com About United Canvas & Sling Inc. United Canvas & Sling, Inc. manufactures sporting and athletic goods, including sports and fitness equipment. United Canvas & Sling and two affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Lead Case No. 20-30781) on Aug. 25, 2020. The petitions were signed by John Fioretti, representative for receiver. At the time of filing, Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laura T. Beyer oversees the case. Andrew T. Houston, Esq., at Moon Wright & Houston, PLLC, is Debtor's legal counsel. UNITED NATURAL FOODS: S&P Alters Outlook to Positive, Affirms B ICR ------------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based wholesale food distributor United Natural Foods Inc. (UNFI) to positive from negative and affirmed all its existing ratings including its 'B' issuer credit rating. S&P is assigning its 'CCC+' issue-level and '6' recovery ratings to the company's proposed $400 million senior unsecured notes, which will partially repay the company's senior secured term loan. The positive outlook reflects improvement in performance trends will support S&P Global Ratings adjusted leverage to decline to around 5x in fiscal 2021 and annual free operating cash flow will likely exceed $150 million annually. The positive outlook reflects S&P's greater confidence that credit measures will improve over the coming year in light of solid sales growth and stable profitability. "We expect our S&P Global Ratings adjusted debt-to-EBITDA ratio will decline to about 5x in fiscal 2021 (ending August 2021), from about 5.5x currently, as UNFI benefits from COVID-19-driven elevated demand levels, reduces funded debt, and generates some additional benefits from its 2018 SUPERVALU acquisition through reduced restructuring and integration-related expenses," the rating agency said. "Like many essential retailers, UNFI has experienced strong positive results amid the COVID-19 pandemic with sales growth of about 8% on a 13-week comparable basis to last year in the fourth quarter of fiscal 2020 ended Aug. 1, 2020," the rating agency said. UNFI's profitability has improved but remains thin, with adjusted EBITDA margin of about 3%, about a percentage point below its pre-SUPERVALU levels. S&P expects profit levels to stay about flat over the coming 12 months. There is some upside potential over time as integration with SUPERVALU progresses and if the company can further leverage its scale in the growing natural and organic food distribution space. In addition, the company recently announced in October 2020, a long-term supply agreement with Key Food Stores Co-Operative Inc. to serve as its primary grocery wholesaler with expected sales of approximately $10 billion over 10 years. S&P notes persistent risks in the highly competitive wholesale food distribution space and, in particular, with UNFI's concentrated exposure to Whole Foods, which makes up close to 20% of total sales. UNFI did not complete its planned sale of its retail grocery business but these businesses are performing better. In 2019, UNFI moved its retail grocery business to discontinued operations in anticipation of a sale. This year, the company moved its Cub Foods and most of its Shoppers Food Warehouse stores back to continuing operations. UNFI has communicated plans to spin off the businesses in 2022. Notwithstanding current industry benefits amid the pandemic, S&P views these operations as challenged and a distraction from focusing on the core distribution business. Still, the retail operations are benefiting from a supportive grocery environment (retail sales grew 21% year over year in the fourth quarter of fiscal 2020) and could be a source of cash upon spinoff or sale to reduce UNFI's still high debt burden of about $2.7 billion. Following UNFI's acquisition of SUPERVALU in 2018, earnings and revenues in fiscal 2019 were significantly below the outlook the company previously provided. Fiscal 2020 results have demonstrated improvement and UNFI still holds its retail grocery operations that were previously discontinued and which S&P considers a source of operating risk. And despite the recently announced retirement of CEO Steve Spinner, S&P views the progress as reflective of an improving record on strategic execution. As a result, S&P is revising its management and governance score to fair from weak. S&P acknowledges a high degree of uncertainty about the evolution of the coronavirus pandemic. The current consensus among health experts is that COVID-19 will remain a threat until a vaccine or effective treatment becomes widely available, which could be around mid-2021. "We are using this assumption in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly," S&P said. Environmental, Social, and Governance (ESG) credit factors for this credit rating change: -- Management and governance -- Health and safety factors The positive outlook reflects the possibility that S&P could raise its ratings on UNFI over the next 12 months if it expects operating performance will continue to improve and leverage will be sustained at less than 5x in 2021 against a solid consumer demand backdrop. S&P could raise its ratings if: -- Operating performance prospects improved and S&P expected the company to maintain leverage below 5x on a sustained basis and; -- The company has prospects for free operating cash flow generation sustained above $150 million. This could occur if tailwinds from COVID-19 consumer eat-at-home habits are sustained, restructuring expenses decline and margins (stable or improve slightly) allowing UNFI to reduce funded debt by about $ 300 million while EBITDA continues to slightly grow. S&P could revise the outlook to stable if adjusted leverage exceeds 5x on a sustained basis. This would occur if: -- Operating results weaken and S&P expected adjusted debt to EBITDA sustained above 5x; or -- If S&P's view of UNFI's competitive standing in its addressable market deteriorated further, notwithstanding its large scale. This could result, for instance, from key customer losses (such as Whole Foods) margin pressure cascading from the increasingly competitive U.S. grocery market or higher restructuring costs beyond S&P's expectations from SVU. VERSANT HEALTH: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Versant Health Holdco Inc. to stable from negative and affirmed its 'B' long-term issuer credit rating. S&P also affirmed all issue ratings, including its 'B' rating on the company's first-lien credit facility, consisting of a $75 million revolver due 2022 and $800 million first-lien term loan due 2024. The recovery rating is '3', indicating its expectation for meaningful (60%) recovery in the event of a payment default. S&P also affirmed its 'CCC+' issue-level and '6' recovery ratings on Versant's $210 million second-lien term loan due 2025. The '6' recovery rating indicates S&P's expectation for negligible (0%) recovery in the event of payment default. The affirmation reflects Versant's meaningful EBITDA growth through the second quarter of 2020 and the expectation for a significant improvement in S&P Global Ratings-adjusted leverage and EBITDA interest coverage through 2020. With the announcement on Sept. 17 of the pending acquisition of Versant by MetLife, S&P will continue to view Versant on a stand-alone basis until the acquisition is consummated and debt has been repaid. As of the last 12 months ended June 30, 2020, S&P Global Ratings-adjusted leverage was 5.9x with EBITDA interest coverage of 2.7x. This compares with leverage slightly above S&P's downside trigger of 7.5x as of year-end 2019. The COVID-19 pandemic and associated stay-at-home orders, resulting in members deferring eye exams and purchases of eyewear, drove the significant improvement in credit metrics. The stable outlook on Versant is on a stand-alone basis (excluding the impact of being acquired by MetLife) and reflects S&P's expectation that despite a forecasted decline in revenue because of the COVID-19 pandemic, the expectation for lower claims utilization and realization of cost-savings and synergies will result in a significant improvement to EBITDA with EBITDA margins forecasted to improve to 14%-15% by year-end 2020. In 2021, S&P projects for the company to resume organic growth along with continued EBITDA growth that will further support margins of 14%-15%. Overall, this will translate in Versant deleveraging to 5.5x-6.5x by year-end 2020 and remaining within that range in 2021, with S&P Global Ratings-adjusted EBITDA interest coverage above 2.5x over the next 12 months. If the transaction with MetLife closes, which is anticipated by year-end 2020 pending regulatory approval and once debt is repaid, S&P would expect to likely discontinue its ratings on Versant. "We could lower our ratings in the next 12 months if Versant produces weaker-than-expected earnings and credit-protection measures, potentially driven by lack of new business wins or loss of a substantial customer. Specific triggers that could lead to a downgrade include financial leverage above 7.5x and EBITDA interest coverage below 2.0x on a sustained basis. We could also consider a downgrade if Versant becomes more aggressive with its financial policies so that debt-financed dividends lead to credit-protection measures above our triggers," S&P said. "We could raise the rating in the next 12 months if earnings growth and debt repayment were to improve adjusted financial leverage and EBITDA coverage to a more conservative level, including financial leverage sustained below 5.0x and EBITDA coverage above 3.0x, combined with sound business fundamentals," the rating agency said. VIDEO DISPLAY: Incurs $1 Million Net Loss in Second Quarter ----------------------------------------------------------- Video Display Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $1 million on $2.29 million of net sales for the three months ended Aug. 31, 2020, compared to a net loss of $435,000 on $3.23 million of net sales for the three months ended Aug. 31, 2019. For the six months ended Aug. 31, 2020, the Company reported a net loss of $1.01 million on $5.99 million of net sales compared to a net loss of $761,000 on $5.94 million of net sales for the same period during the prior year. As of Aug. 31, 2020, the Company had $9.60 million in total assets, $7.15 million in total liabilities, and $2.45 million in total shareholders' equity. Video Display said, "Management has implemented a plan to improve the liquidity of the Company. The Company has been implementing a plan to increase revenues at all the divisions, each structured to the particular division. The fiscal year ended February 29, 2020 was a transition year for the Company. Many of the legacy programs the Company serviced were heading into new phases or the next generation of the product line. This caused delays in the normal flow of the orders for these programs. The Company is working with these customers and expects these programs to be placing orders to be fulfilled in this fiscal year. Also, the Company completed the transfer of its remaining CRT operations to its Lexel Imaging facility in Lexington, KY in fiscal 2021 which will reduce expenses in the CRT operation by having that business all under one roof. The Company also moved the corporate accounting functions to the Cocoa, Florida location in fiscal 2020 which allows the Company to become more efficient and save money on reducing redundant operations. Management continues to explore options to increase the liquidity of the Company. If additional and more permanent capital is required to fund the operations of the Company, no assurance can be given that the Company will be able to obtain the capital on terms favorable to the Company, if at all. "The ability of the Company to continue as a going concern is dependent upon the success of management's plans to improve revenues, the operational effectiveness of continuing operations, the procurement of suitable financing, or a combination of these. The uncertainty regarding the potential success of management's plan create substantial doubt about the ability of the Company to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/758743/000119312520269729/d896451d10q.htm About Video Display Headquartered in Tucker, Georgia, Video Display Corporation manufactures and distributes a wide range of display devices, encompassing, among others, industrial, military, medical, and simulation display solutions. Hancock Askew & Co., LLP, in Peachtree Corners, Georgia, the Company's auditor since 2017, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has historically reported net losses or breakeven results along with reporting low levels of working capital. These conditions raise substantial doubt about the Company's ability to continue as a going concern. W133 OWNER: Trustee Taps Lamonica Herbst as Legal Counsel --------------------------------------------------------- Lori Lapin Jones, Esq., the Chapter 11 trustee for W133 Owner LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire LaMonica Herbst & Maniscalco, LLP as her legal counsel. The firm will render the following legal services to the trustee: a. advise the trustee and perform legal services necessary to administer the estate; b. advise the trustee on an exit strategy for the Debtor's Chapter 11 case; c. assist the trustee with her investigation into the Debtor's financial and business affairs; d. assist the trustee in the pursuit and recovery of any avoidable transfers of the Debtor's assets; e. prepare a Chapter 11 plan and related documents; f. prepare, file and prosecute motions objecting to claims; and g. prepare and file motions and applications as directed by the trustee. The firm's current hourly rates are as follows: (a) up to $200 for para-professionals; (b) up to $425 for associates; and (c) up to $635 for partners. Holly Holecek, Esq., a partner at LaMonica Herbst, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. LaMonica Herbst can be reached through: Holly R. Holecek, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Telephone: (516) 826-6500 Email: hrh@lhmlawfirm.com About W133 Owner LLC Brooklyn, N.Y.-based W133 Owner LLC is primarily engaged in renting and leasing real estate properties. W133 Owner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42637) on July 16, 2020. The petition was signed by Levi Balkany, sole member. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Rosenberg Musso & Weiner, LLP is Debtor's legal counsel. On September 14, 2020, the court approved the appointment of Lori Lapin Jones, Esq. as Debtor's Chapter 11 trustee. XENIA HOTELS: S&P Alters Outlook to Negative, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings affirmed the 'B-' issuer credit rating on Xenia Hotels & Resorts Inc., which plans to issue an add-on to its existing senior secured notes due 2025. Xenia will use proceeds from the notes issuance and currently contracted hotel sales to repay all outstanding term loans due 2022, mortgage debt, a portion of outstanding revolver balances, and to add cash to the balance sheet. The company also obtained additional covenant relief, which, combined with the planned extension of near-term debt maturities and added cash to the balance sheet, would extend the company's adequate liquidity profile through 2022. However, S&P believes the recovery in business and group travel and hotel demand will likely be significantly slower than the rating agency expected a few months ago, and may not take hold until the second half of 2021. As a result, Xenia may not be able to meaningfully reduce its very high leverage and restore credit measures in line with the current rating until 2022. Therefore, S&P is revising its outlook on Xenia to negative from stable. S&P is also affirming the 'B+' issue-level rating on the senior secured notes, incorporating the proposed add-on, because pro forma for the use of hotel sale proceeds to reduce debt, the company is reducing its outstanding total debt enough to cause recovery prospects for notes lenders to be modestly higher. The '1' recovery rating is unchanged. S&P revised the outlook to negative to reflect a slower recovery path for business and group travel than the rating agency assumed, and credit measures that may not be restored in-line with the 'B-' rating until 2022. In S&P's updated base-case forecast, revenue per available room (RevPAR) will decline more in 2020 and recover more slowly in 2021 than the rating agency previously assumed. The recovery in business and group travel demand will likely be slower than S&P anticipated a few months ago and may not take hold until after there is a medical solution to the pandemic. As a result, S&P believes credit measures will remain very weak in 2021 and that the company will continue to use cash, although at a more modest level compared to 2020. It is plausible that the company's very high adjusted debt to run-rate EBITDA could improve and approach 9x by the fourth quarter of 2021 and run-rate EBITDA interest coverage could start to approach 2x, which, while still weak, would put it on pace to restore credit measures in 2022 to levels more supportive of the rating. But such a scenario would largely depend on whether a medical solution for COVID-19 emerges by mid-2021 and whether it can be widely disseminated during the remainder of 2021. Xenia obtained additional covenant relief through an amendment, which, when combined with the add-on and debt repayments, would extend Xenia's maturity profile to 2023. As a condition of the add-on, Xenia obtained an amendment to extend the credit facilities' covenant waiver period to December 2021, extend the covenant relief period with permitted variations to March 2023, and extend the maturity of most of the revolver's commitments to 2024, among other changes. The company will use the add-on proceeds, along with proceeds of $208 million from the contracted dispositions of the Marriott Napa Valley Hotel & Spa and the Residence Inn Boston Cambridge, to fully repay $213 million in outstanding term loans due February and October of 2022, repay $60 million of mortgage debt on the Residence Inn Boston Cambridge, repay a modest portion of revolver balances, add cash to the balance sheet, and cover transaction fees. In addition, Xenia plans to use cash balances to repay the $51 million mortgage debt on the Marriott Dallas Downtown. This series of actions would eliminate debt maturities until 2023. S&P is affirming the 'B-' rating because it does not yet view Xenia's capital structure as un-sustainable, due to its liquidity position and asset quality. The rating agency estimates Xenia's liquidity runway is more than 22 months based on the current monthly cash usage, and if the add-on and intended debt and mortgage repayments are incorporated, it would be 25 or more months. Xenia's current monthly cash usage is about $20.5 million to $21.5 million, consisting of about $16.5 million in recurring operating, corporate, and debt service uses, and $4 million-$5 million of maintenance capital expenditures. S&P estimates Xenia would have about $550 million of total pro forma liquidity after the add-on, hotel dispositions, corporate debt and mortgage repayments (including repaying the mortgage on the Marriott Dallas Downtown), and temporary increase in total revolver commitments to $523 million through February 2022." Xenia has a high-quality, geographically diverse portfolio of hotels, notably in a number of Sunbelt states. The company's focus on quality assets and its long-term management contracts with Marriott, Hyatt, and other well-known brands enable it to garner relatively high average daily rates. Offsetting considerations include Xenia's smaller scale compared to rated peers that are lodging REITs, as well as its modestly lower EBITDA margin. In S&P's view, competitors Host, Park, and Ryman own some very large and hard-to-replicate assets in locations that are typically attractive to business and group travelers. While the recovery path for these hotels may be slower than for Xenia's portfolio over the next year or two, these qualities normally represent competitive advantages and barriers to entry for competitors in their respective markets, and may again in future years if business and group travel recovers sufficiently. Even under S&P's current base-case assumptions for RevPAR recovery, leverage could remain very high in 2022 and Xenia may need to pursue other solutions to reduce its debt burden over the long-term, including possible equity issuances or additional asset sales. To the extent that Xenia uses the proceeds from asset sales for debt repayment, S&P likely would view it as credit-positive as long as the company sells the assets for a higher multiple than its leverage. Xenia has already taken actions to opportunistically sell assets and reduce debt, including two expected hotel sales in October, which S&P views as credit-positive. The breadth of Xenia's portfolio and its lower room count per property relative to its peers with larger properties could facilitate potential sales. Similar to other lodging REITs, the company's quality asset base provides additional flexibility to monetize individual hotels, even if the timing may be disadvantageous. Other business considerations include: -- The cyclical nature of the lodging industry and the high revenue and earnings volatility associated with hotel ownership. Xenia's concentration in luxury and upper upscale segments could lead to greater volatility in its EBITDA over the cycle than for hotel owners focused on the economy or midscale segments. This is because pricing tends to compress during an economic downturn, which has the greatest effect on the luxury segment and the least severe effect on the economy segment. As a result, Xenia is more exposed to EBITDA variability over the cycle than hotel owners in lower-price, select-service segments and lodging managers and franchisers that do not have an owner's fixed cost burden. -- S&P assumes no additional asset sales in its base-case forecast through 2021, partly because the transaction market for lodging properties will likely remain slow for some time and the timing and transaction size of noncore asset sales are not committed or easily quantifiable. -- S&P believes Xenia's track record suggests it will reduce its leverage over time. Xenia's measure of leverage ranged from 3.1x to 4.2x over the past few years and was 4.1x as of year-end 2019. Based on the track record, it believes Xenia will reduce its leverage to historical levels, if it can, over the next several years. Environmental, social, and governance (ESG) credit factors relevant to this rating change: -- Health and safety The negative outlook reflects significant risks from the ongoing pandemic and economic recession, a slower recovery path that may not gain momentum until late 2021, and the likelihood of a downgrade if recovery prospects slow further over the next few months or a medical solution to COVID-19 is not achieved by mid-2021 and broadly disseminated by late 2021. Travel and hotel demand will need to recover sufficiently by the end of 2021 to restore credit measures in 2022. The current rating assumes a RevPAR recovery can begin in the second half of 2021 and gain momentum in 2022. Even under S&P's base-case assumptions through 2022, in which Xenia's portfolio begins to recover and the company begins to reduce its leverage, the company may still carry a very high debt burden over the longer term. If S&P believes RevPAR, EBITDA, cash flow, and credit measures cannot recover sufficiently, or that equity and hotel transaction markets may not be available for Xenia, the rating agency may view the capital structure as unsustainable over the long term and lower the rating as a result. "We could revise the outlook to stable if a medical solution to COVID-19 becomes widely available, containment occurs, and business and group travel recovers faster than we assume in our base case, in a manner that enables Xenia to generate enough cash flow to cover its fixed charges. We could raise our ratings on the company if we believe it can sustain adjusted debt to EBITDA of less than 8x and EBITDA coverage of interest expense of more than 2x," S&P said. ZOHAR III: Seeks to Hire KPMG LLP as Tax Consultant --------------------------------------------------- Zohar III, Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP, as tax consultant to the Debtors. Zohar III requires KPMG LLP to: -- Tax Compliance Services. KPMG will prepare the Debtors' federal, state, and local income tax returns and supporting schedules for the 2019 tax year, for which the Debtors have filed extensions. -- Tax Consulting Services. KPMG LLP will provide tax consulting services in connection with the tax implications to the Debtors of one or more potential transactions, refinancings, recapitalizations, and/or restructurings involving the Company certain of the Company's indebtedness (the "Restructuring"). Such services may include, but are not limited to the following: a. analze current and historical tax positions and structures of the Debtors and entities controlled (either through equity investment or debt holdings) by the Debtors (the "Portfolio Companies"); b. analyze the tax implications of any proposed dispositions of the Portfolio Companies or other assets of the Debtors and proposal of structuring alternatives; c. analyze tax attributes including net operating losses, tax basis in assets, and tax basis in stock of the Portfolio Companies and/or other subsidiaries; d. analyze the tax implications of any debt modifications, cancellation of indebtedness income, ownership changes, and impact on tax attributes of the Restructuring or other transactions; e. analyze the tax implications of any internal reorganizations and proposal of restructuring alternatives; f. provide historical and future cash tax modeling; g. analyze the tax accounting methods related to debt instruments, market discounts, original issue discount, withholding tax, accrual of interest income and expense as well as tax accounting method changes where applicable; h. analyze potential bad debt and worthless stock deductions; and i. analze any proof of claims from tax authorities. KPMG LLP will be paid at these hourly rates: Partner/Principal or Managing Director $765 - $985 Senior Manager $690 - $750 Manager $650 - $730 Senior Tax Associate $470 - $640 Tax Associate 0$350 - $380 Paraprofessional $200 - $295 KPMG LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard Steinberg, a partner of KPMG LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KPMG LLP can be reached at: Howard Steinberg KPMG LLP 560 Lexington Ave. New York, NY 10022 Tel: (212) 758-9700 About Zohar III, Corp. Zohar III, Corp., and its affiliates are investment funds structured as collateralized loan obligations. Zohar III et al. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. [*] Fitness & Sporting Goods Firms That Filed Bankruptcy This Year ------------------------------------------------------------------ Bethany Biron of Business Insider reports that a growing number of fitness companies have filed for Chapter 7 or Chapter 11 bankruptcy in recent months, after failing to recover from temporary government-mandated closures to gyms and indoor fitness facilities intended to prevent the spread of the disease. Each of these companies also join a rapidly expanding list of retail bankruptcies so far this year, which include restaurants and off-price clothing brands. Here's a list of the fitness and sporting goods companies that have filed for bankruptcy in 2020. * Cyc Fitness Delaware-based Cyc Holdings, the owner of the indoor cycling chain Cyc Fitness, filed for Chapter 11 bankruptcy protection on October 14, 2020. Like several other fitness companies, Cyc Fitness took a hit from closing its studios to prevent the spread of the coronavirus. * Yogaworks After first announcing plans to close all of its New York City studios in April 2020, YogaWorks filed for Chapter 11 bankruptcy protection on October 14, 2020. As part of the filing, the California-based company will permanently shutter all 55 of its locations nationwide. * Flywheel Sports Flywheel Sports filed for Chapter 7 bankruptcy on September 15 in an announcement that called for the permanent closure of all 42 of its spin studios around the country. The company had originally laid off 98% of its staff temporarily in March 2020 as a result of the financial strain from the pandemic, and closed locations to prevent the spread of the virus. * Town Sports International Town Sports International — the parent company of New York Sports Clubs and Boston Sports Clubs, among a number of other fitness chains — filed for Chapter 11 bankruptcy on September 14, citing pandemic-related difficulties. The company said in a statement that it aims to use financial restructuring to "properly respond to the COVID-19 pandemic, with the long-term goal to emerge as a thriving powerhouse in the fitness industry." * 24 Hour Fitness 24 Hour Fitness filed for Chapter 11 bankruptcy in June 2020, announcing at the time that it would permanently shutter 130 of its gym locations in the US. "If it were not for COVID-19 and its devastating effects, we would not be filing for Chapter 11," 24 Hour Fitness CEO Tony Ueber said in a statement. "With that said, we intend to use the process to strengthen the future of 24 Hour Fitness for our team and club members, as well as our stakeholders." * Gold's Gym Gold's Gym filed for Chapter 11 bankruptcy protection in May 2020, shortly after the company announced it would shutter 30 locations that had been temporarily closed early on in the pandemic. As part of the bankruptcy proceedings, the company said permanent closures are slated to affect only company-owned locations — which comprise 10% of Gold Gym's 700 locations around the world — and will not impact its franchises. * Modell's Sporting Goods Modell's Sporting Goods was among the first retailers to file for bankruptcy when it announced in March that it would permanently close and liquidate all of its stores. "While we achieved some success, in partnership with our landlords and vendors, it was not enough to avoid a bankruptcy filing amid an extremely challenging environment for retailers," CEO Mitchell Modell said in a statement, according to Bloomberg. [^] BOND PRICING: For the Week from October 12 to 16, 2020 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 24 Hour Fitness Worldwide HRFITW 8.000 1.259 6/1/2022 24 Hour Fitness Worldwide HRFITW 8.000 1.259 6/1/2022 AMC Entertainment Holdings AMC 5.750 8.201 6/15/2025 AMC Entertainment Holdings AMC 6.125 13.791 5/15/2027 AMC Entertainment Holdings AMC 5.875 9.946 11/15/2026 Acorda Therapeutics ACOR 1.750 79.009 6/15/2021 American Airlines 2013-1 Class B Pass Through Trust AAL 5.625 92.500 1/15/2021 American Energy- Permian Basin LLC AMEPER 12.000 1.712 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.712 10/1/2024 American Energy- Permian Basin LLC AMEPER 12.000 1.712 10/1/2024 BPZ Resources BPZR 6.500 3.017 3/1/2049 Basic Energy Services BASX 10.750 21.500 10/15/2023 Basic Energy Services BASX 10.750 21.112 10/15/2023 Blue Ridge Bankshares BRBS 6.750 96.084 12/1/2025 Blue Ridge Bankshares BRBS 6.750 96.084 12/1/2025 Bristow Group Inc/old BRS 6.250 6.044 10/15/2022 Bristow Group Inc/old BRS 4.500 6.000 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.125 12/9/2022 CBL & Associates LP CBL 5.250 37.685 12/1/2023 CEC Entertainment CEC 8.000 5.000 2/15/2022 Calfrac Holdings LP CFWCN 8.500 7.534 6/15/2026 Calfrac Holdings LP CFWCN 8.500 7.534 6/15/2026 California Resources Corp CRC 8.000 1.875 12/15/2022 California Resources Corp CRC 6.000 1.250 11/15/2024 California Resources Corp CRC 8.000 1.745 12/15/2022 California Resources Corp CRC 6.000 1.575 11/15/2024 Callon Petroleum Co CPE 6.250 41.114 4/15/2023 Callon Petroleum Co CPE 6.125 36.850 10/1/2024 Callon Petroleum Co CPE 6.375 26.702 7/1/2026 Callon Petroleum Co CPE 8.250 31.909 7/15/2025 Callon Petroleum Co CPE 6.125 38.000 10/1/2024 Callon Petroleum Co CPE 6.125 36.875 10/1/2024 Chaparral Energy CHAP 8.750 1.000 7/15/2023 Chaparral Energy CHAP 8.750 3.970 7/15/2023 Chesapeake Energy Corp CHK 11.500 15.625 1/1/2025 Chesapeake Energy Corp CHK 5.500 4.000 9/15/2026 Chesapeake Energy Corp CHK 7.000 4.250 10/1/2024 Chesapeake Energy Corp CHK 5.750 4.250 3/15/2023 Chesapeake Energy Corp CHK 11.500 14.280 1/1/2025 Chesapeake Energy Corp CHK 6.625 4.250 8/15/2020 Chesapeake Energy Corp CHK 8.000 4.375 6/15/2027 Chesapeake Energy Corp CHK 4.875 4.125 4/15/2022 Chesapeake Energy Corp CHK 8.000 4.125 1/15/2025 Chesapeake Energy Corp CHK 7.500 4.250 10/1/2026 Chesapeake Energy Corp CHK 8.000 3.724 3/15/2026 Chesapeake Energy Corp CHK 8.000 3.724 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.074 6/15/2027 Chesapeake Energy Corp CHK 8.000 3.747 1/15/2025 Chesapeake Energy Corp CHK 8.000 3.724 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.074 6/15/2027 Chesapeake Energy Corp CHK 8.000 3.747 1/15/2025 Chinos Holdings CNOHLD 7.000 0.332 N/A Chinos Holdings CNOHLD 7.000 0.332 N/A Chukchansi Economic Development Authority CHUKCH 9.750 20.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 20.000 5/30/2020 Continental Airlines 2000-1 Class A-1 Pass Through Trust UAL 8.048 97.777 11/1/2020 Continental Airlines 2000-1 Class B Pass Through Trust UAL 8.388 94.336 11/1/2020 Continental Airlines 2012-2 Class B Pass Through Trust UAL 5.500 98.681 10/29/2020 Dean Foods Co DF 6.500 1.300 3/15/2023 Dean Foods Co DF 6.500 1.054 3/15/2023 Diamond Offshore Drilling DOFSQ 7.875 7.000 8/15/2025 Diamond Offshore Drilling DOFSQ 5.700 7.500 10/15/2039 Diamond Offshore Drilling DOFSQ 4.875 6.997 11/1/2043 Diamond Offshore Drilling DOFSQ 3.450 9.000 11/1/2023 ENSCO International VAL 7.200 5.750 11/15/2027 EnLink Midstream Partners LP ENLK 6.000 40.500 N/A Endologix ELGX 3.250 93.875 11/1/2020 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 30.516 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 31.109 7/15/2023 Extraction Oil & Gas XOG 7.375 26.500 5/15/2024 Extraction Oil & Gas XOG 5.625 25.000 2/1/2026 Extraction Oil & Gas XOG 7.375 25.039 5/15/2024 Extraction Oil & Gas XOG 5.625 24.417 2/1/2026 FTS International FTSINT 6.250 31.500 5/1/2022 Federal Home Loan Mortgage FHLMC 0.750 99.839 4/20/2023 Federal Home Loan Mortgage FHLMC 0.625 99.874 4/20/2022 Federal Home Loan Mortgage FHLMC 0.850 99.806 10/20/2023 Federal Home Loan Mortgage FHLMC 0.800 99.870 4/20/2022 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 21.125 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 20.000 6/15/2020 Fleetwood Enterprises FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 0.469 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 0.469 4/1/2023 Frontier Communications Corp FTR 10.500 44.250 9/15/2022 Frontier Communications Corp FTR 7.125 40.500 1/15/2023 Frontier Communications Corp FTR 6.250 40.750 9/15/2021 Frontier Communications Corp FTR 9.250 39.250 7/1/2021 Frontier Communications Corp FTR 8.750 42.250 4/15/2022 Frontier Communications Corp FTR 10.500 44.076 9/15/2022 Frontier Communications Corp FTR 10.500 44.076 9/15/2022 GCI LLC GCILLC 6.625 107.166 6/15/2024 GNC Holdings GNC 1.500 1.375 8/15/2020 General Electric Co GE 5.000 79.850 N/A Global Marine GLBMRN 7.000 18.762 6/1/2028 Goodman Networks GOODNT 8.000 43.000 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 58.495 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 58.168 9/30/2021 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Hertz Corp/The HTZ 6.250 43.188 10/15/2022 Hi-Crush HCR 9.500 3.322 8/1/2026 Hi-Crush HCR 9.500 7.180 8/1/2026 High Ridge Brands Co HIRIDG 8.875 2.844 3/15/2025 High Ridge Brands Co HIRIDG 8.875 2.844 3/15/2025 HighPoint Operating Corp HPR 7.000 27.369 10/15/2022 HighPoint Operating Corp HPR 8.750 25.500 6/15/2025 ION Geophysical Corp IO 9.125 69.800 12/15/2021 ION Geophysical Corp IO 9.125 69.834 12/15/2021 ION Geophysical Corp IO 9.125 69.834 12/15/2021 ION Geophysical Corp IO 9.125 69.834 12/15/2021 International Wire Group ITWG 10.750 89.250 8/1/2021 International Wire Group ITWG 10.750 88.750 8/1/2021 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.000 55.086 9/15/2021 JC Penney Corp JCP 6.375 0.880 10/15/2036 JC Penney Corp JCP 7.400 0.884 4/1/2037 JC Penney Corp JCP 5.650 1.000 6/1/2020 JC Penney Corp JCP 5.875 30.625 7/1/2023 JC Penney Corp JCP 7.625 0.430 3/1/2097 JC Penney Corp JCP 8.625 2.250 3/15/2025 JC Penney Corp JCP 5.875 27.617 7/1/2023 JC Penney Corp JCP 8.625 2.500 3/15/2025 JCK Legacy Co MNIQQ 6.875 0.960 3/15/2029 JCK Legacy Co MNIQQ 7.150 1.073 11/1/2027 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 3.250 10/15/2025 Jonah Energy LLC / Jonah Energy Finance Corp JONAHE 7.250 3.259 10/15/2025 K Hovnanian Enterprises HOV 5.000 11.124 2/1/2040 K Hovnanian Enterprises HOV 5.000 11.124 2/1/2040 Kraft Heinz Foods Co KHC 3.500 104.015 7/15/2022 LSC Communications LKSD 8.750 16.063 10/15/2023 LSC Communications LKSD 8.750 15.733 10/15/2023 LegacyTexas Financial Group LTXB 5.500 95.398 12/1/2025 Liberty Media Corp LMCA 2.250 46.938 9/30/2046 Lonestar Resources America LONE 11.250 15.000 1/1/2023 Lonestar Resources America LONE 11.250 14.450 1/1/2023 MAI Holdings MAIHLD 9.500 16.386 6/1/2023 MAI Holdings MAIHLD 9.500 16.386 6/1/2023 MAI Holdings MAIHLD 9.500 16.386 6/1/2023 MBIA Insurance Corp MBI 11.497 27.694 1/15/2033 MBIA Insurance Corp MBI 11.497 27.694 1/15/2033 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.350 16.000 7/1/2026 Men's Wearhouse Inc/The TLRD 7.000 1.550 7/1/2022 Men's Wearhouse Inc/The TLRD 7.000 1.522 7/1/2022 NWH Escrow Corp HARDWD 7.500 41.153 8/1/2021 NWH Escrow Corp HARDWD 7.500 41.153 8/1/2021 Nabors Industries NBR 5.750 33.469 2/1/2025 Nabors Industries NBR 0.750 29.000 1/15/2024 Nabors Industries NBR 5.500 51.979 1/15/2023 Nabors Industries NBR 5.750 33.451 2/1/2025 Nabors Industries NBR 5.750 33.418 2/1/2025 Neiman Marcus Group LLC/The NMG 7.125 4.104 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.750 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.152 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.677 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.152 10/25/2024 Neiman Marcus Group Ltd LLC NMG 8.000 58.750 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.750 53.625 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.000 58.750 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.750 53.625 10/15/2021 Nine Energy Service NINE 8.750 29.926 11/1/2023 Nine Energy Service NINE 8.750 29.926 11/1/2023 Nine Energy Service NINE 8.750 31.397 11/1/2023 Northwest Hardwoods HARDWD 7.500 35.750 8/1/2021 Northwest Hardwoods HARDWD 7.500 35.250 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 0.573 1/29/2020 Oasis Petroleum OAS 6.875 26.500 3/15/2022 Oasis Petroleum OAS 6.250 26.000 5/1/2026 Oasis Petroleum OAS 6.875 26.000 1/15/2023 Oasis Petroleum OAS 2.625 25.000 9/15/2023 Oasis Petroleum OAS 6.500 26.500 11/1/2021 Oasis Petroleum OAS 6.250 24.500 5/1/2026 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 65.250 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 65.049 6/1/2021 Party City Holdings PRTY 6.125 24.750 8/15/2023 Party City Holdings PRTY 6.125 36.324 8/15/2023 Peabody Energy Corp BTU 6.000 48.067 3/31/2022 Peabody Energy Corp BTU 6.375 30.400 3/31/2025 Peabody Energy Corp BTU 6.375 30.002 3/31/2025 Peabody Energy Corp BTU 6.000 45.227 3/31/2022 Pride International LLC VAL 6.875 9.000 8/15/2020 Pride International LLC VAL 7.875 10.125 8/15/2040 Renco Metals RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 5.750 32.026 2/15/2021 Revlon Consumer Products REV 6.250 10.230 8/1/2024 Rolta LLC RLTAIN 10.750 4.458 5/16/2018 SESI LLC SPN 7.125 26.052 12/15/2021 SESI LLC SPN 7.750 25.630 9/15/2024 SESI LLC SPN 7.125 26.000 12/15/2021 SandRidge Energy SD 7.500 0.500 2/15/2023 Sears Holdings Corp SHLD 6.625 4.871 10/15/2018 Sears Holdings Corp SHLD 6.625 4.871 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.585 10/15/2027 Sears Roebuck Acceptance SHLD 6.500 0.689 12/1/2028 Sears Roebuck Acceptance SHLD 6.750 0.494 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Senseonics Holdings SENS 5.250 33.500 1/15/2025 Senseonics Holdings SENS 5.250 45.750 2/1/2023 Summit Midstream Partners LP SMLP 9.500 14.000 N/A TerraVia Holdings TVIA 5.000 4.644 10/1/2019 Tesla Energy Operations Inc/DE TSLAEN 3.600 97.196 11/5/2020 Tilray TLRY 5.000 41.300 10/1/2023 Transworld Systems TSIACQ 9.500 27.000 8/15/2021 Uber Technologies UBER 7.500 103.755 11/1/2023 Ultra Resources Inc/US UPL 11.000 5.125 7/12/2024 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 51.686 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 51.472 8/15/2021 WEC Energy Group WEC 3.100 103.810 3/8/2022 ********* 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. 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