/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201214.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, December 14, 2020, Vol. 24, No. 348 Headlines 5CR TRAILER: Hires Hayden Real as Real Estate Broker A & R DEVELOPMENT: Seeks Approval to Hire Bankruptcy Attorneys A-1 PROPERTIES: Seeks to Hire Cooper Law as Attorney ABERDEEN HEIGHTS: Fitch Affirms BB Rating on $118MM Bonds AIRPORT VAN: Case Summary & 20 Largest Unsecured Creditors ALERA GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR AMC ENTERTERTAINMENT: Looks for Lifelines to Avoid Bankruptcy AMERICAN PURCHASING: Case Summary & 20 Largest Unsecured Creditors ARCHDIOCESE OF CHICAGO: Moody's Cuts $130MM Notes to Ba1 ATI HOLDINGS: Moody's Upgrades CFR to B3 on Improved Liquidity AVSC HOLDING: S&P Upgrades ICR to 'CCC' on Refinancing BJ'S WHOLESALE CLUB: S&P Upgrades ICR to 'BB'; Outlook Stable BLACK AND WHITE: Court Denies Cushner Hiring, Cites Conflict BLACKJEWEL LLC: Sues Ex-CEO Over 'Self-Dealing' Transaction Schem BLACKJEWEL LLC: United Bank's Bid for Adequate Protection Denied BLANK ACQUISITION: Seeks to Hire LB Carlson as Accountant BLESSINGS INC: Seeks to Hire PICOR Commercial as Broker BLESSINGS INC: Supplements Application to Tap Lang & Klain BLUE RACER: Fitch Assigns B+ Rating on $550MM Senior Unsec. Notes BLUE RACER: Moody's Rates New $550MM Senior Unsecured Notes B2 BRAUN EVENTS: Seeks to Tap Jeffrey M. Isaacson as Special Counsel BURLINGTON STORES: Fitch Withdraws BB- IDR for Commercial Reasons CADIZ INC: Extends Deadline to Fund Pipeline Segment Acquisition CBAK ENERGY: Closes $49.2 Million Registered Direct Offering CBAV1 LLC: Seeks to Hire Chang Tsi & Partners as Special Counsel CEL-SCI CORP: Expects to Receive $13.5M From Bought Deal Offering CINEMEX USA: Emerges From Chapter 11 Bankruptcy CLOUDERA INC: S&P Assigns 'BB-' ICR; Outlook Stable COMMUNITY HEALTH: Appoints Tim Hingtgen as Chief Executive Officer COSMOLEDO, LLC: Hires Donlin Recano as Claims and Noticing Agent CUSTOM DESIGN: Case Summary & 20 Largest Unsecured Creditors DELCATH SYSTEMS: Prices $19.3M Public Offering of Common Stock DIAMOND OFFSHORE: Sells Houston HQ While Navigating Ch. 11 DXP ENTERPRISES: Moody's Assigns B2 Rating on New $330MM Sec. Debt EAGLE PCO: Seeks Approval to Tap Pendergraft & Simon as Counsel EAGLE RANCH: Case Summary & 7 Unsecured Creditors ENERGIZER HOLDINGS: Moody's Rates New $1.2B Secured Term Loan Ba1 EVCO HOMES: Seeks to Hire McNabb & Co. as Realtor EXACTUS INC: Unveils Restructuring and Costs Savings Plan FAIRSTONE FINANCIAL: Moody's Affirms B1 CFR, Outlook Developing FERRELLGAS PARTNERS: Plans Restructuring to Keep Business Going FILTRATION GROUP: S&P Rates New EUR175MM First-Lien Term Loan 'B' FIRST RESPONSE: Voluntary Chapter 11 Case Summary FLEXERA SOFTWARE: Moody's Affirms B2 CFR, Outlook Stable FMTB BH: Appeal of Sept. 2 Decision in Contract Row Dismissed FOXWOOD HILLS: Hires Red Hot Homes as Real Estate Broker FR BR HOLDINGS: Fitch Affirms B- LT IDR; Alters Outlook to Stable FREEPORT-MCMORAN: Moody's Alters Outlook on Ba1 CFR to Stable GENESIS ENERGY: S&P Affirms 'B+' ICR, Alters Outlook to Negative GIBSON ENERGY: S&P Rates C$250MM Sub Notes Series 2020-A 'BB' GOEASY LTD: Moody's Affirms Ba3 CFR on Solid Capitalization GREATER WORKS: Seeks Approval to Hire Paul Reece Marr as Counsel GROWLIFE INC: Signs Amendment to Self-Amortization Promissory Note GTT COMMUNICATIONS: Forbearance Period Extended Until Dec. 28 IBIO INC: Closes $35 Million Public Offering of Common Stock INTERNATIONAL COLLISION: Hires Michael D. O'Brien as Counsel INTERPACE BIOSCIENCES: To Restate Previous Financial Statements JAGUAR HEALTH: Adjourns Special Stockholders' Meeting Until Dec. 22 JO-ANN STORES: S&P Upgrades ICR to 'B-' on Improved Performance K & B TRUCKING: Hires Moore & Brooks as Counsel LBM ACQUISITION: Fitch Affirms B(EXP) LT IDR, Outlook Stable LET'S GO AERO: Seeks to Hire Allen Vellone as Special Counsel LOUISIANA PELLETS: GPLA Payments to Wessel Valid, 5th Cir. Affirms LUPTON CONSULTING: Hires Watton Law Group as Legal Counsel MA REAL ESTATE: Voluntary Chapter 11 Case Summary MALLINCKRODT PLC: Opioid Committee Asks Court to Set Bar Date MAPLE LEAF CHEESE: Files for Chapter 11 Bankruptcy MAPLE LEAF: Case Summary & 20 Largest Unsecured Creditors MARLEY STATION: Voluntary Chapter 11 Case Summary MIDAS INTERMEDIATE: Moody's Alters Outlook on Caa1 CFR to Positive MIWD HOLDCO II: Moody's Affirms B2 CFR, Outlook Stable MUSEUM OF AMERICAN JEWISH: Debtor's Property Valued at $66MM NABORS INDUSTRIES: S&P Raises ICR to 'CCC+' After Debt Exchange NEONODE INC: Eliminates Series A, B, C-1, & C2 Preferred Stock NEONODE INC: Posts $1.64 Million Net Loss in Third Quarter NEOVASC INC: Gets Noncompliance Notice from Nasdaq NEOVASC INC: Receives Deficiency Notification from Nasdaq NEVADA STATE COLLEGE: S&P Cuts 2019 Housing Bond Rating to 'B-' NEWASURION CORP: S&P Assigns 'B+' Rating to New Term Loan B-8 NIR WEST: Gets OK to Hire Weintraub Tobin as Legal Counsel NPC INTERNATIONAL: Negotiations With Wendy's & Flynn Reach Impasse OCCIDENTAL PETROLEUM: Fitch Rates Senior Unsecured Notes BB OCCIDENTAL PETROLEUM: Moody's Gives Ba2 Rating to New Unsec. Notes OMAR AREF: Seeks to Hire Stichter Riedel as Counsel PHUNWARE INC: Stockholders Approve All Proposals at Annual Meeting PILOT TRAVEL: Moody's Assigns Ba1 Rating to $1.5B Term Loan Add-On PINKLEY FARMS: Seeks to Hire Weichert Realtors as Real Estate Agent PKE WESTERN: Proceedings in ENGS Lawsuit Stayed PPV INC: Seeks to Hire Conde Cox as Special Counsel PUERTO RICO: PRASA Bond Sale Demand More Than Double Supply PURDUE PHARMA: Sackler Says Allegations of Misdeed Unsupported REAL ESTATE RECOVERY: Hires Re/Max as Real Estate Broker REWALK ROBOTICS: Closes $8M Private Placement Priced At-the-Market RIVERBED TECHNOLOGY: Lenders Organize for Better Debt-Swap Talks S&Z LLC: Seeks to Hire BransonLaw as Counsel S-TEK 1: Seeks to Hire Nephi D. Hardman as Counsel SM ENERGY: S&P Raises ICR to 'CCC+' Following Debt Repurchases SONOMA PHARMACEUTICALS: Inks Licensing Deal with Crown Laboratories SOUTHERN MANAGEMENT: Seeks Approval to Hire Bankruptcy Attorney SPRINGFIELD MEDICAL: Court Okays Reorganization Plan SUMMIT MIDSTREAM: Extends Tender Offer Expiration Until December 23 SUNOPTA INC: Unit to Redeem $223.5M Outstanding Sr. Notes Due 2022 SURGE CHRISTIAN: Seeks to Hire Lanigan & Lanigan as Counsel TAMARAC 10200: Seeks to Hire Berger Singerman as Counsel TAMARAC 10200: Taps Kurtzman Carson as Claims Agent TARGET DRILLING: Seeks to Hire Cincinnati Industrial as Appraiser TELEMACHUS LLC: Case Summary & 7 Unsecured Creditors TESTER DRILLING: Seeks to Hire David H. Bundy as Bankruptcy Counsel TORTOISEECOFIN BORROWER: Moody's Lowers CFR to B1, Outlook Neg. TOUCHSTONE GROUP: Seeks to Hire Sasser Law Firm as Counsel TOWN SPORTS: Closes Waltham Boston Sports Club Site Abruptly TRI-STATE ROOFING: $1,920 in Subchapter V Trustee Fees Approved VENUS CONCEPT: Completes Refinancing of CNB Credit Facility VERITAS FARMS: Has $1.6M Net Loss for Quarter Ended Sept. 30 VICTORIA TOWERS: Seeks to Hire E Realty as Real Estate Broker VORDERMEIER MANAGEMENT: Hires Susan D. Lasky as Counsel WC CUSTER CREEK: Hires Fishman Jackson as Counsel WEST COAST VENTURES: Has $627,000 Net Loss for June 30 Quarter WILLCO X DEVELOPMENT: Committee Hires Brinkman Law as Counsel WORKHORSE GROUP: Reports $84.1M Net Loss for Sept. 30 Quarter WORKSPORT LTD: Needs More Capital to Remain as Going Concern WORLDS INC: Reports $452K Net Loss for Quarter Ended Sept. 30 YUNHONG CTI: Posts $1.0M Net Loss for Quarter Ended Sept. 30 ZERO GRAVITY: Has $2.6-Mil. Net Loss for June 30 Quarter ZIM CORP: Has $64,000 Net Loss for Quarter Ended Sept. 30 ZION OIL: Reports $1.8M Net Loss for Quarter Ended Sept. 30 [^] BOND PRICING: For the Week from December 7 to 11, 2020 ********* 5CR TRAILER: Hires Hayden Real as Real Estate Broker ---------------------------------------------------- 5CR Trailer Sales, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Idaho to employ Hayden Real Estate, as real estate broker to the Debtor. 5CR Trailer requires Hayden Real to market and sell the Debtor's real property located at 325 CR 437 Stephenville, TX 76401. Hayden Real will be paid a commission of 6% of the sales price. Keri Haile, a partner of Hayden Real Estate, 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. Hayden Real can be reached at: Keri Haile Hayden Real Estate 155 N Graham St. Stephenville, TX 76401 Tel: (254) 965-7653 E-mail: kari@haydenre.com About 5CR Trailer Sales 5CR Trailer Sales, Inc., based in Nampa, ID, filed a Chapter 11 petition (Bankr. D. Idaho Case No. 20-00854) on Sept. 23, 2020. In the petition signed by CW Conner, CEO, the Debtor disclosed $265,952 in assets and $1,883,984 in liabilities. The Hon. Noah G. Hillen presides over the case. The Law Office Of D. Blair Clark, PC, serves as bankruptcy counsel to the Debtor. A & R DEVELOPMENT: Seeks Approval to Hire Bankruptcy Attorneys -------------------------------------------------------------- A & R Development, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ H. Kent Aguillard, Esq., and Caleb Aguillard, Esq., attorneys practicing in Eunice, La., to handle its Chapter 11 case. The hourly rates charged by the attorneys are: H. Kent Aguillard $400 - $475 Caleb K. Aguillard $300 The attorneys received an initial retainer of $18,000, of which $1,738 was used to pay the filing fee while $7,293.75 was paid to attorneys for pre-bankruptcy work. Both attorneys disclosed in court filings that they do not hold or represent any interest adverse to the Debtor's estates and they are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The attorneys can be reached at: H. Kent Aguillard, Esq. Caleb K. Aguillard, Esq. 141 S. 6th Street Eunice, LA 70535 Telephone: (337) 457-9331 Facsimile: (337) 457-2917 Email: kent@aguillardlaw.com About A & R Development A & R Development, Inc., a company that owns and operates gasoline stations, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-50903) on Dec. 7, 2020. The petition was signed by Rami Ajam, president. At the time of the filing, the Debtor disclosed $513,994 in total assets and $1,421,820 in total liabilities. The Hon. John W. Kolwe oversees the case. The Debtor is represented by H. Kent Aguillard, Esq., and Caleb K. Aguillard, Esq. A-1 PROPERTIES: Seeks to Hire Cooper Law as Attorney ---------------------------------------------------- A-1 Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ The Cooper Law Firm, as attorney to the Debtor. A-1 Properties requires Cooper Law to: a. provide the Debtor with legal advice with respect to its powers and duties as debtor-in-possession in the continued management and control of its assets, and its responsibilities regarding its liabilities to its creditors; b. provide legal advice to the Debtor-in-Possession regarding its responsibility to provide insurance and bank account information, file monthly operating reports with the Bankruptcy Court, pay quarterly fees to the U.S. Trustee's Office, seek and receive consent of the Court to incur debt or sell property, file a Plan of Reorganization and Disclosure Statement within 180 days of filing of the petition, and file Final Report, Accounting and Request for Final Decree as soon after Confirmation of the Plan as feasible; and c. prepare the Petition, Schedules, Statement of Financial Affairs, Plan of Reorganization, Disclosure Statement, Final Report, Final Accounting, Final Decree, as prepare any other necessary applications, answers, orders, reports, or legal documents relative to the Chapter 11 case. Cooper Law will be paid at the hourly rates of $150 to $195. Cooper Law will be paid a retainer in the amount of $10,000, plus filing fee of $1,717. Cooper Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert H. Cooper, partner of The Cooper Law Firm, 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. Cooper Law can be reached at: Robert H. Cooper, Esq. THE COOPER LAW FIRM 150 Milestone Way, Suite B Greenville, SC 29615 Tel: (864) 271-9911 Fax: (864) 232-5236 About A-1 Properties A-1 Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 20-04065) on November 2, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by THE COOPER LAW FIRM. ABERDEEN HEIGHTS: Fitch Affirms BB Rating on $118MM Bonds --------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the $118 million Industrial Development Authority of the City of Kirkwood, Missouri bonds issued on behalf of Ashfield Active Living and Wellness Communities, Inc. d/b/a Aberdeen Heights series 2017A. The Rating Outlook is Negative. SECURITY The bonds are secured by a pledge of unrestricted receivables, a first deed of trust lien on certain property and a debt service reserve fund. KEY RATING DRIVERS SOFTENED ILU OCCUPANCY: The maintenance of the Negative Outlook primarily reflects a decline in Aberdeen's independent living unit (ILU) occupancy that has significantly weakened coverage levels. While Aberdeen historically enjoyed strong occupancy in all levels of care since opening in 2011, occupancy weakened in recent years due to heightened transitioning of residents through the continuum of care and natural attrition. ILU occupancy fell through fiscal 2020 due to the coronavirus pandemic induced disruptions including a three-month ban on move-ins. After averaging 96% from fiscal 2015-2017, fiscal 2020 occupancy fell to 86%. Management revamped the marketing strategy and expects occupancy to improve as operating disruptions from the pandemic subside. HIGH LONG-TERM LIABILITY PROFILE: Aberdeen's long-term liability profile remains elevated as evidenced by maximum annual debt service (MADS) equating to a very high 35.5% of total fiscal 2020 revenues. This level is much weaker than Fitch's below investment-grade category median of 16.4%. However, MADS coverage strengthened to 1.4X in fiscal 2020, which was improved from 1.2X the previous year, and is above the rate covenant of 1.20X and Fitch's below-investment-grade median of 1.2X. SOLID PROFITABILITY: Historical profitability is strong overall but recent declines in occupancy and higher expenses from the pandemic resulted in net operating margins (NOM) falling to 19.6% in fiscal 2020 from an average of 28.6% for the four prior fiscal years, which is still significantly better than Fitch's below investment-grade median of 4.8%. However, net operating margin-adjusted (NOMA) improved to 38.2% in fiscal 2020, up from 32.9% in fiscal 2019 as the new marketing strategy led to an increase in move-ins. Aberdeen managed the coronavirus pandemic well, so far, and profitability still remains a strong credit positive but if the downward trend in ILU occupancy continues, Aberdeen's financial operations could be further pressured. ADEQUATE LIQUIDITY: Aberdeen's $29.9 million in unrestricted cash and investments as of June 30, 2020 equated to an only adequate 25.1% of debt but a more favorable 511 days cash on hand (DCOH). These metrics are mixed compared with Fitch's below investment-grade medians of 30.0%, and 307 DCOH respectively. FUTURE EXPANSION PLANS: Aberdeen's potential expansion plans are on hold for at least one to two years until occupancy recovers. The entity will primarily focus on its marketing efforts with the goal of increasing existing ILU occupancy. Any IL future expansion would be limited to a maximum number of 14 cottages and it is likely Aberdeen would fund the project with initial entrance fees, temporary debt or some combination. Aberdeen is also exploring adding more skilled nursing and memory care beds to address strong demand for those service lines. Fitch notes Aberdeen has no permanent debt capacity at the current rating level and debt issuance associated with an expansion could pressure the rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Given Aberdeen's weakened ILU occupancy and high debt burden a rating upgrade is considered unlikely over the Outlook period. However, if IL occupancy recovers to 90% or above, over the next one to two years, the Negative Outlook could be revised to Stable. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- A failure to improve IL occupancy to near 90%. -- A weakening in operating performance that leads to a decline in coverage metrics. -- An unexpected decline in liquidity or a permanent debt issuance that leads to cash/debt falling below 20% would likely lead to a negative rating action. CREDIT PROFILE Aberdeen is a Type-A continuing care retirement community (CCRC) located on a 21.7-acre site in Kirkwood, MO. Aberdeen's current unit mix consists of 234 ILUs, 30 assisted living units (ALU), 15 memory care units (MCU), and 38 skilled nursing facility (SNF) beds. Most resident agreements include 90%-95% refundable entrance fee contracts. The refundable portion of the entrance fee is refunded upon re-occupancy of the unit and receipt of sufficient proceeds from re-sale. Aberdeen is a controlled affiliate of Presbyterian Manors of Mid-America Inc. (PMMA). Presbyterian Manors, Inc. (PMI) is another controlled affiliate of PMMA, which owns 15 of the PMMA managed communities and two hospices. The Salina Presbyterian Manor Endowment Fund is also under the PMI structure. Fitch views the affiliation favorably and believes it provides Aberdeen with a breadth of resources not typically available to a single-site community. Day-to-day supervision and management of the community transitioned from Greystone Management Services Company, LLC to PMMA, with a new management team taking over in July 2019. Aberdeen had total revenues of $21.2 million in fiscal 2020. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of Environmental, Social and Corporate Governance (ESG) Credit Relevance is a Score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. AIRPORT VAN: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Airport Van Rental, Inc. 20-20876 a California corporation 12911 Cerise Avenue Hawthorne, CA 90250 Airport Van Rental, Inc. 20-20877 a Georgia corporation Airport Van Rental, Inc. 20-20878 a Nevada corporation Airport Van Rental, Inc. 20-20882 a Texas limited liability AVR Vanpool, Inc., a California Corporation - Business Description: Airport Van Rental -- https://www.airportvanrental.com -- is a van rental company offering short and long-term rentals for road trips, weekend journeys, moving, and any other group outings. Chapter 11 Petition Date: December 11, 2020 Court: United States Bankruptcy Court Central District of California Judge: Hon. Sheri Bluebond Debtors' Counsel: Zev Schechtman, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Email: zs@danninggill.com Airport Van Rental, Inc. a California corporation's Estimated Assets: $10 million to $50 millioni Airport Van Rental, Inc. a California corporation's Estimated Liabilities: $10 million to $50 million The petitions were signed by Yazdan Irani, president and CEO. Copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WFNT2XY/Airport_Van_Rental_Inc_a_California__cacbke-20-20876__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/L67LVVQ/Airport_Van_Renta_Inc_a_Georgia__cacbke-20-20877__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/CNNZNWQ/Airport_Van_Rental_Inc_a_Nevada__cacbke-20-20878__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/NXLGY3A/Airport_Van_Rental_LLP_a_Texas__cacbke-20-20882__0001.0.pdf?mcid=tGE4TAMA List of Airport Van Rental, Inc., a California corporation's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Sutton Leasing Inc Vehicle Debt $3,141,250 (Michigan) Attn: Benjamin Smith 3555 East 14 Mile Road Sterling Heights, MI 48310 Tel: 586-759-5777 Email: cjsutton@suttonleasing.com 2. California Department of Sales Tax $1,729,438 Tax and Fee Administration 1015 Ave of Science Ste 200 San Diego, CA 92128-3434 Tel: 800-400-7115 3. 1st Source Bank Vehicle Debt $1,523,965 Attn: David W. Cripe 100 N Michigan Street South Bend, IN 46601 Tel: 574-235-2020 Email: criped@1stsource.com 4. 1st Source Bank - PPP SBA PPP-CA $1,315,000 Attn: David W Cripe Entity 100 N Michigan Street 3rd FL South Bend, IN 46601 Tel: 574-235-2020 Email: criped@1stsource.com 5. Union Leasing Inc. Vehicle Debt $1,000,590 (Illinois) Attn: Roger Setzke 425 N Martingale Rd 6th Floor Schaumburg, IL 60173 Tel: 847-653-9703 Email: rsetzke@unionleasing.com 6. Hincklease Vehicle Lease $841,503 Attn: Brian Baker 2305 South Presidents Drive Suite F Salt Lake City, UT 84120 Tel: 801-433-4559 Email: Brian@hinklease.com 7. Juana Becerra, Pending $633,420 Cruz Becerra Litigation- Daniel Becerra & AVR Insurance Adrian Becerra Claim c/o Eric Bershatisk 15233 Ventura Blvd Ste 707 Sherman Oaks, CA 91403 Tel: 818-862-4884 8. Aires Law Trust Insurance $616,196 Account Fbo Wesco Settlement 6 Hughes Suite 205 Irving, CA 92618 9. Automotive Finance Vehicle Debt $572,911 Corporation Attn: Joseph Risch 11299 N Illinois Street Carmel, IN 46032 Tel: 317-343-5319 Email: JRisch@autofinance.com 10. Expedia Inc. 3rd Party $521,192 3333 108th Avenue NE Travel Agent Bellevue, WA 98004 11. United Mile Fleet Vehicle Debt $416,413 a/k/a United Rental Group LLC PO Box 5225 Evansville, IN 47716-5225 Tel: 954-331-4122 Email: erica.gomer@akerman.com 12. Rockpile Capital LLC Pending $375,000 27127 Calle Arroyo Litigation Suite 1910 San Juan Capistrano, CA 92675 Michael Q. Wallin, Esq. Tel: 949-652-2200 Email: mwallin@wallinrussell.com 13. Selig Leasing Company Vehicle Debt $287,767 Attn: Kent Boskovich 2510 S 10th St Suite A Milwaukee, WI 53227 Tel: 708-205-4115 Email: bosko@seligleasing.com 14. Brady Ervin and Pending $266,413 David Conn Litigation 4901 Wilkonson Blvd Charlotte, NC 28208 Allen Brotherton Knox Esq. Tel: 704-457-8148 15. Pep Boys Parts $234,470 Attn: Laika Prince 3111 W Allegheny Ave Philadelphia, PA 19132-0445 16. City of Atlanta Monthly Airport $180,211 Dept of Aviation Concessions 6000 N Terminal Pkwy Atlanta, GA 30320 17. Jules & Associates Vehicle Debt $168,761 Attn: Ryan Gonzales 515 South Figueroa Street Suite 1900 Los Angeles, CA 90071 Tel: 213-362-5600 Email: ryang@julesandassociates.com 18. Carlos Simon Judgment & $143,945 c/o David Spivak, Esq. Order Granting The Spivak Law Firm Final Approval 16530 Ventura Blvd of Class Settlement Suite 312 Encino, CA 91436 Tel: 818-582-3086 Email: david@spivaklaw.com 19. Hitachi Capital Vehicle Debt $116,196 America Corp Attn: Carol Owen 800 Connecticut Ave Norwalk, CT 06854 Tel: 203-956-3389 Email: cowen@hitachicapitalamerica.com 20. Comerica Credit Cards $105,815 Department #166901 1717 Main St. Dallas, TX 75201 ALERA GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on U.S. insurance broker Alera Group Intermediate Holdings Inc. to stable from negative. At the same time, S&P affirmed its 'B' long-term issuer credit rating on Alera and its 'B' debt rating. The recovery rating on the company's senior secured facility (an $80 million revolver due 2023, $1.005 billion first-lien term loan due 2025) remains '3'--indicating its expectation for meaningful (50%) recovery of principal in the event of a default. S&P said, "The revised outlook reflects relatively steady performance thus far through the coronavirus pandemic, supporting our expectation that Alera's adjusted leverage will remain within our tolerance levels, slightly below 7.0x at year-end 2020 with the potential for further de-leveraging to 6.5x-7.0x by year-end 2021. Under our base-case forecast, we expect Alera to have low single-digit organic revenue growth for year-end 2020, with potential for further improvement in 2021." Alera's employee benefits segment, representing approximately 57% of revenues, which was an area of uncertainty for S&P at the start of the pandemic given the high unemployment levels, has performed well year to date. Supporting this,the company has limited exposure (less than 10%) to small businesses within high risk industries which have seen larger employee reductions/furloughs during the coronavirus pandemic. Retention rates have been strong and new business in this segment is also increasing and contributing to favorable segment results in 2020, with 5% organic growth as of the third quarter year to date. Additionally, the "furlough" effect has many employees maintaining their benefits through the pandemic, which continues to support Alera's revenues. Alera's property/casualty segment, representing approximately 38% of revenues, has also performed relatively well through the pandemic. While the company has contended with exposure declines in light of the current environment, this has been largely offset by rate increases, resulting in organic growth of approximately 3% as of the third quarter year to date. Alera continues to have robust inorganic growth. The company closed 13 acquisitions through October 2020, representing $49 million in revenues and $17 million in EBITDA. Given the slowdown of mergers and acquisitions (M&A) during the second quarter, activity increased in the second half of 2020 with two sizable transactions completed in the fourth quarter thus far. This puts the company on track to achieve a similar level of acquired revenue and EBITDA as year-end 2019. Through the COVID-19 pandemic, Alera's earnings have benefited from natural cost savings such as lower variable compensation expenses, the elimination of travel and entertainment expenses, and a disciplined approach to any discretionary expense, resulting in adjusted margins of approximately 34% as of the 12 months ended September 2020. With the expectation for a normalization of business conditions and an associated uptick in expenses, along with some reinvestment back into the business in 2021, S&P expects modest headwinds to Alera's EBITDA growth, with adjusted margins of 30%-32%. In July and September 2020, the company issued $150 million of preferred equity (of which $50 million akin to delayed draw has not been utilized as of Sept. 30, 2020) and a fungible $300 million first-lien term loan add-on, respectively. Despite significant debt in Alera's capital structure, S&P expects pro forma adjusted leverage to remain between 6.5x-7.0x (7.5x-8.0x including preferred equity treated as debt) over 2020-2021. This is below S&P's leverage tolerance level of 7.0x on an S&P Global Ratings-adjusted basis, supported by the rating agency's expectation of stronger EBITDA, both organically and through continued M&A. S&P said, "We continue to assess Alera's business risk as weak owing to its developing profile and constrained scope and scale. Alera reported revenues of $449 million in the 12 months ended Sept. 30, 2020. Given the company's small but developing profile, we believe it's more susceptible to macroeconomic conditions and competition in the industry than larger, more established peers. Nevertheless, in its relatively short history under the Alera umbrella, the company has shown robust growth both organically and inorganically and executed on various strategic initiatives. Additionally, Alera has executed on balancing its product portfolio, with the employee benefits segment now representing less than 60% of revenues whereas, in 2017 when Alera was first established, employee benefits represented close to 80% of revenues." "We project Alera's available cash sources will be at least 1.2x uses during the next 12 months, even with a 15% drop in EBITDA. The company's credit facilities are covenant lite, with only a springing revolver covenant when the revolver is drawn at 35% or more. The revolver is currently undrawn." Principal liquidity sources: -- Approximately $80 million in operating cash as of Sept. 30, 2020 -- $80 million revolver ($40 million drawn as of Sept. 30, 2020) -- Cash funds from operations of $80 million-$130 million Principal liquidity uses: -- Required mandatory principal amortization of $10.1 million per year -- Cash funding for contracted acquisitions and earnout payments totaling approximately $325 million-$350 million in 2020, with discretionary acquisition spend of approximately $350 million-$400 million annually thereafter -- Capital expenditures of 1%-2% of revenues The stable outlook reflects S&P Global Ratings' expectation that despite pandemic-related business disruptions and an economic slowdown, Alera will display accrued revenue growth of 25%-30% in 2020, supported by meaningful M&A contributions in line with historical trends and low single digit organic revenue growth. Natural cost-savings measures are also expected to result in S&P Global Ratings-adjusted margins nearing 32%. S&P said, "In 2021, we expect organic growth to further improve, with inorganic growth also contributing to revenue growth in excess of 20%, along with a rightsizing of margins between 30%-32%. Additionally, we expect pro forma adjusted debt to EBITDA of 6.5x-7.0x (7.5x-8.0x included preferred equity treated as debt) and pro forma adjusted EBITDA interest coverage above 2.0x over the next 12 months." "We could lower our rating in the next 12 months if Alera's credit quality measures worsen, including leverage above 7x (excluding preferred shares treated as debt) or EBITDA interest coverage falling below 2x, through either deterioration in organic growth, operating margins, or cash-flow generation, or more aggressive financial policies." "Although an upgrade is unlikely within the next 12 months, we could raise the rating if cash-flow generation were to improve financial leverage and EBITDA coverage to a more conservative level (financial leverage of less than 5x and EBITDA coverage above 3x) that we would expect the company to sustain, combined with a track record of profitable growth and enhanced scale and diversification." AMC ENTERTERTAINMENT: Looks for Lifelines to Avoid Bankruptcy ------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that AMC Entertainment Holdings Inc. needs to raise at least $750 million to stay open and might go bankrupt if the effort doesn't succeed. The world's largest movie-theater chain said in a filing Friday, December 11, 2020, that without new financing, existing cash will be depleted as soon as next month, January 2021. To remain viable through 2021, AMC is looking at selling more shares, financing from European sources and deals with debt holders including Mudrick Capital Management. Current stockholders probably will be wiped out if AMC winds up in bankruptcy, the company said. About AMC Entertainment AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC has been forced to close its shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October filing that liquidity will be largely depleted by the end of this year or early next year if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. AMERICAN PURCHASING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: American Purchasing Services, LLC d/b/a American Medical Depot American Medical Depot 10315 USA Today Way Miramar, FL 33025 Business Description: Primarily, American Medical Depot was a distributor of medical, surgical, dental and laboratory supplies and equipment. It is owned 100% by American Medical Depot Holdings, LLC. DVSS Acquisition Company, LLC is a Delaware limited liability company and was formed in November of 2011 for the purpose of acquiring another healthcare products distribution business. It is owned 100% by AMD. AMD Pennsylvania, LLC is a Delaware limited liability company and was formed in January of 2012 for the purpose of directly conducting certain portions of the Debtors' business in Pennsylvania. It is owned 100% by DVSS. AMD PA operated the non-governmental, alternate site part of the business, distributing products tailored to the needs of physician offices, ambulatory surgery centers, long-term care facilities, home health and hospice agencies and other alternative healthcare providers. American Medical Depot Holdings, LLC is a Delaware limited liability company and was formed in August of 2010 for the purpose of owning, holding, managing, and serving as the parent company, directly or indirectly, of AMD and other subsidiaries including DVSS and AMD PA. Chapter 11 Petition Date: December 11, 2020 Court: United States Bankruptcy Court Southern District of Florida Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- American Purchasing Services, LLC (Lead Case) 20-23495 DVSS Acquisition Company, LLC 20-23501 AMD Pennslyvania, LLC 20-23503 American Medical Depot Holdings, LLC 20-23504 Judge: Hon. Scott M. Grossman Debtors' General Bankruptcy Counsel: Paul Steven Singerman, Esq. Robin J. Rubens, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Ste. 1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 Email: singerman@bergersingerman.com rrubens@bergersingerman.com Debtors' Restructuring Advisor: CR3 PARTNERS, LLC Debtors' Notice & Claims Agent: PRIME CLERK, LLC https://cases.primeclerk.com/AMD/Home-DocketInfo Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by Dennis Gerrard, chief restructuring officer. A copy of American Medical Depot's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HGSPD2I/American_Purchasing_Services_LLC__flsbke-20-23495__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Becton Dickinson $6,372,562 Bd Supply Chain Services P.O. Box 70942 Chicago, IL 60673 2. Stryker Communications $5,343,220 571 Silveron Blvd Flower Mound, TX 75028 3. Bosma Industries for the Blind $5,129,396 6270 Corporate Drive Indianapolis, IN 46278 4. Stryker Instruments $3,929,431 PO Box 70119 Chicago, IL 60673-0119 5. Stryker Endoscopy $3,198,986 c/o Stryker Sales Corporation P.O. Box 93276 Chicago, IL 60673 6. Covidien $2,591,807 PO Box 120823 Dallas, TX 75312-0823 7. Travis Association For The Blind $1,410,667 PO Box 3297 Austin, TX 78764-3297 8. Boston Scientific Company $1,252,269 PO Box 951653 Dallas, TX 75395-1653 9. NDC, Inc. $1,099,608 Dept 169 PO Box 37904 Charlotte, NC 28237-7904 10. JLS Medical Products $981,312 6610 Mimosa Lane Dallas, TX 75230 11. Cardinal Health $705,029 P.O. Box 70539 Chicago, IL 60673-0539 12. Stryker Medical $536,018 PO Box 93308 Chicago, IL 60673-3308 13. 3M Healthcare $522,523 P.O. Box 844127 Dallas, TX 75284-4127 14. Global Procurement $515,049 Solutions, Inc. P.O. Box 531 Winder, GA 30680 15. Cook Incorporated $505,345 22988 Network Place Chicago, IL 60673-1229 16. Hover Tech $465,528 4482 Innovation Way Allentown, PA 18109 17. Stryker Sales Corporation $458,185 JP Morgan Chase Attn: Stryker Sales Corp 21343 Chicago, IL 60603 18. Organogenesis Inc. $431,964 Dept 2542 PO Box 122542 Dallas, TX 75312-2542 19. ICP Medical LLC $421,477 13720 Rider Trial North Earth City, MO 63045 20. Marathon Medical $392,579 3251 Lewiston St. Suite 16 Aurora, CO 80011 ARCHDIOCESE OF CHICAGO: Moody's Cuts $130MM Notes to Ba1 -------------------------------------------------------- Moody's Investors Service has downgraded Catholic Bishop of Chicago (CBC or Archdiocese) to Ba1 from Baa1, affecting approximately $130 million of general obligation notes outstanding. The outlook remains stable. RATINGS RATIONALE The downgrade to Ba1 is largely driven by its view of escalating core social and business risks across the sector driven in large part by sexual abuse claims leading to an increasing trend of preemptive bankruptcy. This pattern is not correlated with the soundness of financial operations, balance sheets and other credit fundamentals. The Ba1 is supported by the Archdiocese of Chicago's financial reserves, scale, and strong management, all providing significant capacity to manage currently known exposures. Management has clearly articulated and well-defined plans for addressing financial risk associated with sexual abuse cases as well as the coronavirus pandemic. The management team's strong transparency provides management credibility, a credit supportive governance consideration. However, the Archdiocese is one of the subjects of an ongoing investigation by the Illinois attorney general that may contribute to growth in sexual abuse claims. While current projections of sexual misconduct claims, which arise from decades-old alleged incidents, appear to be manageable, their full impact and their implications for defensive filing introduce an element of unpredictability, limiting the rating. RATING OUTLOOK The stable outlook reflects management's ongoing strengths in managing its operations and resources, fulfilling its mission even during the pandemic and managing its claims well on an ongoing basis. However, uncertainty remains over the number of future claims. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Mitigation of litigation exposure and demonstrated ability to manage potential escalation of self-insurance claims - Conclusion of the attorney general investigation with evidence of no material rise in claims FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Further increase in the number of claims or settlement costs of lawsuits greater than anticipated requiring use of liquidity or raising the risk of reorganization LEGAL SECURITY The Series 2012 and 2013 notes are a general obligation of The Catholic Bishop of Chicago. The Designated Funds is comprised of the Archdiocese of Chicago Pastoral Center and Catholic Cemeteries for the primary source of repayment. However, CBC can access other funds as available to meet debt service on the notes. Both series have three financial covenants for the Designated Funds. There is a debt service coverage test of at least 1.2x calculated quarterly. The second is a minimum 2.25x unrestricted cash and investments to total indebtedness. The third is total indebtedness of less than 45% of total indebtedness plus unrestricted cash and investments. Management anticipates adequate headroom above all financial covenants. CBC has a $37 million outstanding bank loan, supported by a real estate proceeds account held by an administrator. During the term of the loan CBC must deposit into a segregated fund proceeds from real estate sales while the principal is outstanding. On the January 2022 maturity date of the bank facility, the funds in the real estate account will be used to repay the outstanding principal and accrued interest. PROFILE The Archdiocese of Chicago, the third largest in the United States, serves more than 2.2 million Catholics in 290 parishes in Cook and Lake counties, a geographic area of 1,411 square miles. The Archdiocese, pastored by Cardinal Blase J. Cupich, has more than 15,000 employees in its systems and ministries, including Catholic Charities, the region's largest nonprofit social service agency. The Archdiocese also has one of the country's largest seminaries. The Archdiocese's 162 elementary and secondary schools comprise one of the largest U.S. private school systems. Its schools have garnered 94 U.S. Department of Education Blue Ribbon Awards. METHODOLOGY The principal methodology used in these ratings was Nonprofit Organizations (Other Than Healthcare and Higher Education) published in May 2019. ATI HOLDINGS: Moody's Upgrades CFR to B3 on Improved Liquidity -------------------------------------------------------------- Moody's Investors Service upgraded ATI Holdings Acquisition, Inc.'s Corporate Family Rating to B3 from Caa1, its Probability of Default Rating to B3-PD from Caa1-PD, and its Senior Secured Bank Credit Facility ratings to B2 from B3. In addition, Moody's revised the outlook to stable from negative. The upgrade of the ratings reflects Moody's view that ATI's cost reductions and moderation of growth-related capital expenditures position the company to absorb further stress related to the coronavirus pandemic. The upgrade also reflects improved liquidity including a recent extension in revolver maturity. In addition, ATI received about $91.5 million of CARES act funding and $26.7 million of Medicare Advance payments, which have bolstered ATI's cash balance to $154 million as of September 30, 2020. These cash inflows relate to the Federal government's response to the pandemic, which Moody's views as key ESG social considerations. Despite lower physical therapy volumes in the second quarter, volumes are approaching a substantial majority of pre-pandemic levels and will continue to improve as demand for physical therapy services continues to normalize. The stabilization of the outlook reflects Moody's view that ATI has sufficient liquidity after extending its revolver through May 2023 and reducing variable costs to manage through the coronavirus pandemic. Further, Moody's expects that leverage and cash flow will improve as ATI continues to realize the benefits of their business optimization initiatives. Ratings upgraded: Issuer: ATI Holdings Acquisition, Inc. Corporate Family Rating, upgraded to B3 from Caa1 Probability of Default Rating, upgraded to B3-PD from Caa1-PD Secured 1st lien revolving credit facility expiring 2023, upgraded to B2 (LGD3) from B3 (LGD3) Secured 1st lien term loan due 2023, upgraded to B2 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: ATI Holdings Acquisition, Inc. Outlook, Changed to Stable from Negative RATINGS RATIONALE ATI's B3 Corporate Family Rating reflects its high financial leverage, moderate but growing scale, and geographic concentration in the mid-western and East-Coast regions of the US. ATI has exposure to the workers compensation business, which can make the company vulnerable to economic cycles and workers' compensation reimbursement changes. The rating also reflects the relatively low barriers to entry in the industry, which could increase competitive challenges in the longer-term. The rating is supported by ATI's strong market presence as the second largest owner/operator of physical therapy clinics in the US as well its solid market share within the regions where it operates. Additionally, ATI has shown its ability to reduce variable costs, including reducing new office openings, which has improved cash flow and liquidity. Moody's anticipates that ATI will maintain good liquidity over the next 12 to 18 months. Liquidity is supported by approximately $154 million of cash and full availability on its $70 million of revolver as of September 30, 2020. A large portion of the cash balance is due to government funding as ATI received about $91.5 million of CARES act funding and $26.7 million of Medicare Advance Payments -- the latter of which will need to be repaid starting in the second quarter of 2021. Moody's expects that ATI will have sufficient sources of liquidity to do so, including its revolver to the extent necessary. Moody's considers the coronavirus pandemic to be a social risk given the risk to human health and safety. Additionally, Moody's views the CARES Act funding and Medicare Advance Payments as a social consideration, which was a key driver to the upgrade given the bolstering of liquidity. Aside from the pandemic, ATI faces other social risks such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider the physical therapy providers to face the same level of social risk as many other healthcare providers. Further, ATI benefits from positive social considerations, as physical therapy can be a less expensive and a safer alternative to surgery or opioid usage. From a governance perspective, Moody's views ATI's growth strategy to be aggressive given its history of debt-funded new clinic openings and high leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS ATI could be upgraded if it can successfully demonstrate stable organic growth, sustained positive free cash flow and debt/EBITDA sustained below 6.0 times could support an upgrade. The ratings could be downgraded if the company's liquidity weakens, fails to effectively manage its rapid growth, pursues more aggressive financial policies or if debt/EBITDA is sustained above 7.0x. ATI Holdings Acquisition, Inc., headquartered in Bolingbrook, IL, is an outpatient physical therapy and rehabilitation provider. The company operates about 900 clinics in 25 states concentrated around the U.S. Midwest and East coast. ATI Holdings' LTM September 30, 2020 revenue was $734 million. ATI is owned by financial sponsor Advent International. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AVSC HOLDING: S&P Upgrades ICR to 'CCC' on Refinancing ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based AVSC Holding Corp. to 'CCC' from 'CCC-', its issue-level rating on the revolving credit facility to 'CCC' from 'CCC-', and its issue-level rating on its second-lien debt to 'CC' from 'C'. S&P is also assigning its 'CCC' issue-level rating and '4' recovery rating to the refinanced first-lien term loans. The negative outlook reflects the risk that the company's performance could be worse than S&P expects, leading to a payment default, distressed exchange, or restructuring over the next six months. The company's recent refinancing and incremental debt capital raise is positive for near term liquidity but increases an already substantial debt burden. On Dec. 4, 2020, AVSC completed a refinancing of its first-lien capital structure, exchanging its former U.S. dollar first-lien term loans and senior secured notes for three classes of new first-lien term loans: a B-1 term loan of $1.2 billion, B-2 term loan totaling $511 million, and a B-3 term loan totaling $563 million. The B-3 term loan includes $341 million of new debt. These loans were exchanged at par, and the new classes of first-lien term loans are pari passu. S&P said, "We believe this refinancing and the incremental debt capital will be positive for near-term liquidity as the company funds expected cash flow deficits over the next few quarters. However, we also note the incremental $341 million debt raise is costly because the B-3 term loan has a 15% fixed interest rate--10% payment-in-kind (PIK) plus 5% cash interest--that will limit cash flow generation and add to an already substantial debt burden." "Despite this additional liquidity, we believe a distressed debt exchange or restructuring is likely over the next year. The recent transaction has provided AVSC with liquidity to fund its cash burn needs until the end of 2021. However, despite the positive near-term liquidity, we believe the substantially increased debt burden from its PIK debt alongside our expectations for a slow recovery in group-based corporate events supported by AVSC represent an unsustainable capital structure and increase the risk of a distressed exchange or restructuring over the next year." "We don't expect a material recovery of corporate events supported by AVSC until the second half of 2021. Hotel and convention center-based group and corporate events are halted during the COVID-19 pandemic in the U.S., which has resulted in de minimis revenue generation for AVSC since its audiovisual services are directly tied to such events. We expect the cessation of these events to continue into the first half of 2021 due to recent surges of COVID-19 cases in AVSC's key markets, and our expectation a vaccine will not be widely distributed until mid-2021. Moreover, we expect recovery in group-based events in hotels, the primary source of AVSC's revenue, will materially lag the rest of the travel and hotel industry. As a result, we expect AVSC will generate minimal revenues until the second half of 2021, when corporate and group-based events are expected to slowly recover." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the risk that AVSC's performance could be worse than S&P expects leading to a payment default, distressed exchange, or restructuring over the next six months. S&P said, "We could lower our rating on AVSC if we believe the company will inevitably default on its debt or pursue a distressed debt exchange or in- or out-of-court restructuring in the next six months. We believe this scenario could occur if the company faces a worse-than-expected pandemic recovery or greater-than-expected operating and working capital costs that deplete available liquidity faster than we expect." "We could raise our rating on AVSC if we believe it will manage operating costs, working capital, and liquidity such that we do not believe a default, distressed exchange, or restructuring is likely over the next 12 months. This scenario would most likely occur if live group-based corporate events supported by AVSC return faster than expected due to a favorable pandemic recovery and substantially increased activity in its client base." BJ'S WHOLESALE CLUB: S&P Upgrades ICR to 'BB'; Outlook Stable ------------------------------------------------------------- S&P Global Ratings raised all its ratings on BJ's Wholesale Club Holdings Inc. (BJ's) including its issuer credit to 'BB' from 'BB-'. S&P's stable outlook on BJ's reflects its view that the company will maintain its leverage in the mid- to high-2x range while continuing to invest cash flow generation into growth initiatives. BJ's has a stronger financial position amid continued performance improvement. The company's credit metrics have improved following strong operating performance in 2020 and the recent redemption of more than $300 million in term loan debt. S&P believes that BJ's will maintain its credit protection metrics near their recent levels, including adjusted leverage in the mid- to high-2x range over the next 12 months (consistent with its stated leverage target), which compares with its adjusted leverage of 4.5x as of year-end 2019. The company's operations improved materially in part because of the coronavirus pandemic, which led to increased demand for its highly nondiscretionary merchandise mix and a surge in its bulk grocery sales, given that it was considered an essential retailer and allowed to remain open during the government-mandated shutdowns. Year to date, the company reported revenue growth of more than 18% and its comparable sales, excluding gasoline, increased 23.2%. This reflects greater demand from the pandemic and management's operating initiatives. In addition, BJ's EBITDA margins improved by around 70 basis points (bps), because of its improved sales leverage, which more than offset increased distribution and health and safety costs. The company's operating performance also improved due to a 40% increase in its volume of new club members. BJ's membership warehouse business is a low-margin, high-volume business, S&P thinks it will benefit from healthy membership renewal rates in the high-80% range that result in moderately stable profitability, and good cash flow generation of about $360 million-$400 million over next 12-18 months. Club membership fees also contribute about 50% of its operating profit, which is similar to its peer Costco. Management's business investments toward store growth, omnichannel, and other initiatives will continue to support the company's operating performance. BJ's is prioritizing business investment toward store growth and slowly expanding into adjacent markets, such as with its recently opened stores in Eastern Michigan and Pensacola, Fla. Additional locations are also planned to open in January 2021 including one in Newburgh, N.Y. and one in Long Island City, N.Y. Moreover, BJ's plans to open six more stores next year followed by around 10 locations annually over the next few years. S&P thinks this store growth will help gradually improve its geographic market position. S&P said, "We also expect the company's investments in its omnichannel initiatives to improve its customer shopping experience and provide its club members with increased options for receiving their purchases. Its delivery capabilities currently cover about 80% of its store footprint while its buy online, pick up in club option is available in all stores. As we emerge from the pandemic, we believe the use of grocery delivery and pickup will accelerate as customers likely continue to practice social distancing. These initiatives have, in our opinion, helped maintain BJ's high membership renewal rate." "We anticipate that BJ's inventory management and cost-improvement initiatives will help support its long-term performance by helping to offset its continued expected business investments, including for new warehouse club openings. The company has also focused on its merchandise procurement and product curation, which we think could further support sustained profit margins. We believe there are attractive opportunities for the company to maintain its positive performance momentum because it offers products at prices that are about 25% lower than at traditional supermarkets, which we think helped boost its growth year to date in 2020." "Still, we expect the company's performance to normalize in 2021 and beyond from the recent rapid growth." "While we expect relatively strong revenue and EBITDA growth in 2020, comparable sales have increased more slowly as pantry loading has moderated through the year. This occurred, in our opinion, as some states have reopened their economies and nonessential retailers have resumed operations in recent quarters. This leads us to expect more normal levels of operating performance in 2021. Moreover, the normalization of businesses post-pandemic could raise membership attrition rates, as some customers revert to their old shopping preference and let their trial membership lapse next year. Therefore, we project a modest decline in sales and EBITDA in 2021." BJ's respectable market presence is somewhat offset by its regional concentration in the northeastern U.S. S&P said, "We think the company maintains a well-established, but regionally concentrated, market presence in the densely populated northeastern U.S. The company offers a somewhat broader variety of merchandise compared with its nearest and largest direct competitors, Costco and Sam's Club. Despite being smaller than its two direct competitors in terms of store count and revenue, we think BJ's successfully competes by offering more affordable packages of goods and focusing on individual customers and middle-income families, which increases the frequency of visits to its stores." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "Our stable outlook on BJ's reflects our view that it will maintain its leverage in the mid- to high-2x range while continuing to invest cash flow generation into growth initiatives that include membership retention, omnichannel capabilities, merchandising and supply mix, and new store growth." S&P could lower the rating on BJ's if it envisions an increase in the company's financial risk, for example if adjusted leverage approached 4x and if free cash flow was around $200 million or lower. Such a scenario would likely include: -- A weaker competitive position such that membership attrition rates would increase significantly as industry competition and pricing promotions intensify leading to a meaningful margin erosion. -- The company pursuing a more aggressive financial policy. S&P could raise its rating on BJ's if it continues to profitably expand its store base in core Northeast U.S. and adjacent markets, thus growing its market share in warehouse, general merchandise, and grocery retail. This scenario would likely coincide with: -- Consistent growth in its club membership, evidence that management's business initiatives have led to sustained profitability along with increased volume per store. -- The company maintaining adjusted leverage in the low-2x range. BLACK AND WHITE: Court Denies Cushner Hiring, Cites Conflict ------------------------------------------------------------ In the case captioned IN RE: BLACK AND WHITE STRIPES, LLC, et al., Chapter 11, Debtors, Case No. 20-12439 (MG), (Bankr. S.D.N.Y.), Judge Martin Glenn denied the amended application of Black and White Stripes, LLC and Eastern Canal Film, LLC to employ Cushner & Associates, P.C. as the debtors' bankruptcy counsel. The Court held that the Cushner Firm's prior representation of the Debtors' principals precludes it from representing B&W and Eastern in their bankruptcy cases. On November 2, 2020, the application was objected to by Royal West Property Corp. and Fosso Bianco Holdings Limited, B&W's two largest creditors. The creditors argued that: (1) the Cushner Firm's former representation of the debtors' principals, Marco La Villa and Mauro La Villa, in a state-court action presents a direct conflict of interest that should preclude the Cushner Firm's representation of the estate; and (2) the Cushner Firm's "questionable conduct in a related state court litigation raises significant concerns about their ability to faithfully represent the debtor and its estate in the bankruptcy proceeding." The United States Trustee also filed a separate objection to the application on November 4, 2020. The UST raised concerns that "the Debtors' principals may be subject to fraudulent conveyance actions as well as claims for abuse of corporate form." On November 27, 2020, the debtors filed their reply, arguing that because the Cushner Firm no longer represents the principals and the representation was "extremely limited," the firm is sufficiently disinterested to represent B&W and Eastern. Judge Glenn said the scope of the Firm's employment by the Debtors' Principals was not limited by the parties' retainer agreement, and the prior representation of the La Villas creates, at the very least, a potential conflict that precludes the Firm's representation of the Debtors in the bankruptcy case. Judge Glenn pointed out that, as the Creditors' counsel noted at the hearing, the potential avoidance actions against the Principals may ultimately be among the estate's most significant assets. It is therefore imperative that there be no doubt whether counsel for the Debtors can effectively pursue any such actions, Judge Glenn said. The Cushner Firm argues that the viability of avoidance actions is merely speculative at this juncture. According to Judge Glenn, "the evidence adduced by the Creditors so far hardly makes such claims speculative, but the Cushner Firm's Retention Application is not the time or place to adjudicate such claims. Whether an avoidance action would ultimately succeed is not determinative of whether the Retention Application can be approved. The determining factor is whether counsel sought to be retained can proceed faithfully on behalf of the Debtors and in the best interests of the estate." Judge Glenn said the Debtors cannot rely on the Second Circuit's decision in Bank Brussels Lambert v. Coan (In re AroChem Corp.), 176 F.3d 610 (2d Cir. 1999). AroChem involved the retention of special litigation counsel to pursue a specific set of claims against a specific set of defendants, against which it had already asserted substantially related claims on behalf of the debtor's creditor. In contrast, B&W is seeking to retain the Cushner Firm as general bankruptcy counsel in their consolidated chapter 11 cases, not as special litigation counsel to pursue a narrow claim. "The Debtors have their analysis backwards," Judge Glenn said. "The instant chapter 11 case is in its early stages. It needs reliable bankruptcy counsel to help shepherd the Debtors through the chapter 11 process and to faithfully proceed on their behalf in marshalling estate assets and pursuing any claims that the Debtors may have. The Debtors argue that any allegations of fraudulent conveyances or abuse of the corporate form are merely speculative. The evidence produced thus far (e.g., checks drawn on Eastern's account to pay Marco's personal rent) is hardly speculative," according to Judge Glenn. "At any rate, it is worrying that proposed counsel would be so dismissive of such claims, especially at this early stage in the case. And it is particularly concerning where these potential claims would be against the Cushner Firm's former clients in the State Court Action, which raised substantially the same issues. However brief the Cushner Firm's role in the State Court Action, that representation undermines the Firm's ability to perform as faithful bankruptcy counsel to B&W and Eastern in their chapter 11 cases." Judge Glenn also held that the arrangement between B&W and Eastern raises a number of concerns. He noted that the Debtors' Creative Services Agreement and the Services Reports indicate a "balance due," as of December 31, 2016, of $990,000. The amounts due to Eastern by B&W also apparently reflect an unexplained 50% discount for all billed amounts. While the Service Reports provide a summary of production-related services rendered by Eastern, the two Reports that have been produced only account for $90,000 out of the total amount purportedly due. Judge Glenn said there may also be intercompany claims arising against Eastern in favor of B&W. "It is also unclear what assets each Debtor has that will enable each Debtor to satisfy its separate creditor's claims," Judge Glenn said. Eastern is a surety on two debts on which B&W has defaulted. With respect to one, default judgment has already been entered against both B&W as the primary obligor and against Eastern (and the La Villas) as surety. With respect to the other, the action to recover against B&W and Eastern is currently subject to the automatic stay during the pendency of this proceeding. The surety provision in the agreement that is the subject of that second action provides for payment of B&W's defaulted obligation out of the sureties' profit participations in future business ventures. According to Judge Glenn, if Eastern's reorganization efforts were to involve development of new projects (and counsel indicated at a hearing on November 2, 2020, that those projects were being pursued), that could certainly complicate the joint representation of both Debtors by a single law firm. "The inter-debtor claims and rights of contribution require careful scrutiny. Accordingly, this must be an area of particular focus for the Subchapter V Trustee, and other estate fiduciaries, going forward in this case," Judge Glenn said. A full-text copy of the Court's memorandum opinion and order dated December 4, 2020 is available at https://tinyurl.com/yy8v79vy from Leagle.com. Proposed Counsel to Black and White Stripes, LLC and Eastern Canal Film, LLC: James J. Rufo, Esq. Todd S. Cushner, Esq. CUSHNER & ASSOCIATES, P.C. 399 Knollwood Road Suite 205 White Plains, NY 10603 Telephone: (914) 600-5502 Facsimile: (914) 600-5544 E-mail: todd@Cushnerlegal.com jrufo@cushnerlegal.com About Black and White Stripes Black and White Stripes, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20- 12439) on October 15, 2020. The petition was signed by Mauro La Villa, its managing member. At the time of the filing, Black and White Stripes estimated less than $50,000 in assets and $1 million to $10 million in liabilities. Cushner & Associates, P.C. serves as the Debtor's counsel. BLACKJEWEL LLC: Sues Ex-CEO Over 'Self-Dealing' Transaction Schem ----------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Blackjewel LLC has sued its former president and CEO Jeffrey Hoops, alleging he engineered several deals to enrich his own family at the expense of the bankrupt coal mining company and its creditors. Mr. Hoops caused Blackjewel to engage in "numerous improper, unfair, and unreasonable transactions" with entities ultimately owned by him and a Hoops family trust before the company filed for Chapter 11 IN 2019, according to a complaint filed Thursday with the U.S. Bankruptcy Court for the Southern District of West Virginia. In one instance, Hoops allegedly caused Blackjewel-affiliate Revelation Energy LLC to enter into onerous royalty agreements with Triple. About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BLACKJEWEL LLC: United Bank's Bid for Adequate Protection Denied ---------------------------------------------------------------- Judge Benjamin A. Kahn of the United States Bankruptcy Court for the Southern District of West Virginia, Huntington Division, denied United Bank's Motion for Adequate Protection. United Bank previously filed a proof of claim in Blackjewel LLC's case in the amount of $5.94 million, which was later amended to $7.13 million. United Bank also filed a proof of claim in Revelation Energy's case in the amount of $5.98 million. After filing their Chapter 11 petitions, Blackjewel and Revelation Energy failed to pay prepetition wages for employees in Kentucky and Virginia for the period June 10, 2019 to July 1, 2019. In August 2019, the United States Department of Labor moved to halt the transport of certain coal shipments from the Debtors' property in Kentucky and Virginia. The DOL alleged that, because the Debtors failed to pay the prepetition wages of the employees who produced the coal in violation of certain minimum wage and overtime provisions of the Fair Labor Standards Act, the coal shipments were "hot goods" under 29 U.S.C. Section 215(a)(1). On October 1, 2019, the Debtors moved to sell substantially all of their assets related to their operations in Wyoming to Eagle Specialty Materials, LLC. In connection with the proposed sale the Debtors sought the Court's approval of, among others, a settlement with Blackjewel Marketing and Sales (BJMS), which is separate from Blackjewel LLC, where the Debtors and BJMS proposed to mutually release all claims against each other in exchange for certain payments from BJMS. The BJMS Settlement, among other things, provided that BJMS would pay the Debtors $5.475 million in cash, to accommodate the Debtors' settlement of the hot goods issue with the DOL, and the payment in full and in cash for all outstanding accounts receivable generated by the Debtors on September 27, 2019 and continuing through the effective date of the sale. The Debtors also sought the court's approval of the DOL Settlement, where the Debtors and the DOL agreed that a portion of the BJMS Settlement proceeds would be used to pay the outstanding wage claims of certain employees from the eastern mining operations. The Court approved the proposed sale to ESM, including the use of the proceeds to settle the hot goods dispute. Blackjewel and BJMS previously entered into a Master Coal Purchase and Sale Agreement, known as the BJMS West PSA, where Blackjewel agreed to sell "all coal produced at the Debtors' facilities in Wyoming to BJMS." The BJMS Settlement included payment only for receivables payable under the BJMS West Contract. In accordance with the BJMS Settlement, BJMS paid the Debtors $8.51 million. Of that amount, $3.04 million was for "post-petition accounts receivable generated between September 27, 2019 and [October 18, 2019]" and the remaining $5.47 million was for "accounts receivable generated between the Petition Date and September 26, 2019." The Debtors then used approximately $6.3 million of the BJMS Settlement proceeds to pay "employees for days of unpaid work, including their net pay and certain applicable tax withholdings and employee benefit contributions." On October 28, 2019, United Bank filed its Motion for Adequate Protection, requesting payment of the Residual BJMS Settlement Proceeds as a form of adequate protection. United Bank alleged Blackjewel granted it a security interest in accounts receivable arising from the BJMS West PSA, as well as related proceeds. United Bank argued the BJMS Settlement Proceeds were proceeds of the Debtors' prepetition and postpetition accounts receivable. The Bank further argued that under the Fourth Circuit's interpretation of 11 U.S.C. Section 552 in United Virginia Bank v. Slab Fork Coal Co., 784 F.2d 1188 (4th Cir. 1986), United Bank's lien extended to the BJMS Settlement Proceeds, regardless of whether the BJMS Settlement Proceeds were proceeds of the Debtors' prepetition or postpetition accounts receivable. United Bank alleged its claim was undersecured and its interest was not adequately protected. Hence, United Bank said the Debtors should pay the Residual BJMS Settlement Proceeds as a form of adequate protection. The Debtors objected, arguing that the BJMS Settlement Proceeds could not be proceeds of the Debtors' prepetition accounts receivable because as of the Petition Date, there were no accounts receivable owed by BJMS to the Debtors. They further alleged that if the BJMS Settlement Proceeds were proceeds of the Debtors' postpetition accounts receivable, United Bank would not have a lien in those proceeds because Section 552(a) severed United Bank's lien in the Debtors' accounts receivable as of the petition date. The Debtors asserted that Section 552(b)(1) was inapplicable because the postpetition accounts receivable were not proceeds of prepetition accounts receivable. The Debtors argued that Slab Fork decision was not applicable because the facts of their case are materially different from the facts in Slab Fork. The Debtors said even if United Bank's lien technically extended to the BJMS Settlement proceeds, the Court, in its discretion and pursuant to Section 552(b)(1), should determine that the equities of the case preclude United Bank's lien from attaching to the Residual BJMS Settlement Proceeds. Judge Kahn said United Bank did not have a perfected security interest in the BJMS West PSA. He noted that, according to the record, all the coal sold in connection with the BJMS Settlement was property of Blackjewel mined from its Wyoming Operations. Judge Kahn stated United Bank failed to carry its burden establishing a perfected security interest in any mined coal owned by Blackjewel in Wyoming for a number of reasons. He explained that the Debtors' mined coal constitutes "inventory." Under their July 18, 2012 Loan and Security Agreement, Revelation granted United Bank a security interest in inventory, among other collateral, and Blackjewel joined that agreement under the 2017 Joinder Agreement. Judge Kahn further explained that in connection with the security interest in inventory granted under the 2012 agreement, United Bank recorded a mortgage related to certain Kentucky mining operations that granted an interest, among other things, in as-extracted coal. He noted that on February 28, 2013, however, the parties entered the 2013 Loan and Security Agreement, which did not include inventory among the collateral in which the Debtors granted a security interest. Judge Kahn said that although the 2013 Loan and Security Agreement granted a lien in the coal mining facilities in Kentucky, it no longer purported to grant a lien in the minerals derived from the premises. He also said that neither the Kentucky Mortgage, the 2012 Loan and Security Agreement, nor the 2013 Loan and Security Agreement purported to grant a lien in as extracted coal from the Wyoming operations. Judge Kahn explained "even if the security agreements or Kentucky Mortgage had purported to convey a security interest in the Wyoming coal, such an interest would have been unperfected. Unmined coal is part of an interest in real property. Once removed from the real property, mined coal constitutes 'as-extracted collateral.' In order to perfect a security interest in as-extracted collateral, a secured creditor must include an indication of the collateral (in this case, inventory) in its recorded financing statement, and either: (1) indicate that it is to be filed for record in the real property records and provide a legal description of the real property to which the collateral is related; or (2) record a mortgage indicating the goods it covers. First, 'inventory' is not among those types of collateral listed in the Amended Blackjewel Financing Statement. Therefore, even if the recorded Kentucky Mortgage satisfied W. Va. Code Section 46-9-502(c) with respect to the Wyoming coal, the financing statement failed to meet the first requirement for perfection of that interest. But the Kentucky Mortgage also did not purport to encumber the Wyoming Coal. Instead, the mortgage: (1) secured only those obligations under the Note and 2012 Loan and Security Agreement, as amended, and the amended security agreement did not assert a lien in inventory; (2) was not recorded in the land records in Wyoming; (3) did not contain a legal description of the property in Wyoming; and (4) did not grant a security interest in coal extracted in Wyoming. "For these reasons, the coal sold by the Debtors to BJMS post-petition was unencumbered by United Bank's liens, and to the extent, if any, it was converted to create encumbered proceeds under the BJMS West PSA, allowing any pre-petition security interest to attach to these post-petition proceeds would constitute a windfall to United Bank at the expense of the estate and unsecured creditors. Therefore, it would be inequitable to permit any lien held by United Bank to attach to the post-petition proceeds of the unencumbered coal, even if those proceeds ultimately were realized under the BJMS West PSA." A full-text copy of Judge Kahn's Memorandum Order dated December 7, 2020, is available at https://tinyurl.com/y2nztuku from Leagle.com. About Blackjewel L.L.C. Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. On September 25, 2020, the Debtors filed their Joint Reorganization and the Disclosure Statement related thereto. The hearing to consider confirmation of the plan and approval of the disclosure statement will be held on December 17, 2020 at 9:30 a.m., prevailing Eastern Time. BLANK ACQUISITION: Seeks to Hire LB Carlson as Accountant --------------------------------------------------------- Blank Acquisition, LLC, d/b/a Blanks/USA, seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ LB Carlson, LLP, as accountant to the Debtor. Blank Acquisition requires LB Carlson to prepare its tax returns and to conducts annual review of its books and records. LB Carlson will be paid at these hourly rates: Partners $300 Staffs $135 LB Carlson will be paid a retainer in the amount of $12,500. LB Carlson will also be reimbursed for reasonable out-of-pocket expenses incurred. W. Robert Younkers, a partner of LB Carlson, 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. LB Carlson can be reached at: W. Robert Younkers LB Carlson, LLP 605 Highway 169 N, Ste. 650 Minneapolis, MN 554441 Tel: (763) 535-8150 About Blank Acquisition Blank Acquisition LLC -- https://blanksusa.com -- offers a wide variety of paper solutions for business and do-it-yourself projects. Its products include security papers, door hangers, folders, cardboard easels, business cards, brochures and flyers, postcards, raffle tickets, and other related products. Blank Acquisition LLC, based in Minneapolis, MN, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 20-42096) on Aug. 25, 2020. In its petition, the Debtor disclosed $4,756,327 in assets and $4,369,444 in liabilities. The petition was signed by Andrew R. Ogren, CEO. The Hon. William J. Fisher presides over the case. MLG BANKRUPTCY, PLLC, serves as bankruptcy counsel to the Debtor. BLESSINGS INC: Seeks to Hire PICOR Commercial as Broker ------------------------------------------------------- Blessings, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Robert Tomlinson of PICOR Commercial Real Estate Services, a Cushman & Wakefield Alliance Member, as its real estate broker. The Debtor needs the services of a real estate broker to sell its real property located at 6520 North Thornydale Road, Marana, Ariz. The broker will be paid 6 percent of the gross selling price of the property. Mr. Tomlinson disclosed in court filings that his firm is a "disinterested person" as defined within Section 101(14) of the Bankruptcy Code. The broker can be reached through: Robert Tomlinson PICOR Commercial Real Estate Services 1100 N. Wilmot, Suite 200 Tucson, AZ 85712 Tel: 520 748 7100 Fax: 520 546 2799 About Blessings Inc. Blessings, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on Sept. 24, 2020. The petition was signed by David Mayorquin, president and chief executive officer. At the time of the filing, the Debtor disclosed $3,889,514 in assets and $6,770,256 in liabilities. Judge Scott H. Gan oversees the case. Smith & Smith PLLC and Lang & Klain, P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. BLESSINGS INC: Supplements Application to Tap Lang & Klain ---------------------------------------------------------- Blessings, Inc., has filed a supplement to its amended application with the U.S. Bankruptcy Court for the District of Arizona seeking approval to hire Lang & Klain, P.C., as special counsel. According to the supplement to the amended application, on June 30, 2020, Debtor paid Lang & Klain $17,826.36 for legal services previously rendered on behalf of Blessings, Inc. in Ocean Garden Products, Inc. v. Blessing, Inc., et al., U.S. District Court for the District of Arizona Case Nos. 4:18-cv-00322-TUC-RM and 4:19-cv-00284-TUC-RM (consolidated). On August 19, 2020, Debtor paid Lang & Klain $17,717.09 for legal services previously rendered on behalf of Blessings, Inc. in Ocean Garden Products, Inc. v. Blessing, Inc., et al., U.S. District Court for the District of Arizona Case Nos. 4:18-cv-00322-TUC-RM and 4:19-cv-00284-TUC-RM (consolidated). On September 9, 2020, Lang & Klain was paid $20,000.00 on behalf of Blessings by Abraham Mayorquin for legal services previously rendered on behalf of Blessings, Inc. in Ocean Garden Products, Inc. v. Blessing, Inc., et al., U.S. District Court for the District of Arizona Case Nos. 4:18-cv-00322-TUC-RM and 4:19-cv-00284-TUC-RM (consolidated). On September 18, 2020, Debtor paid Lang & Klain $56,328.46 for legal services previously rendered on behalf of Blessings, Inc. in Ocean Garden Products, Inc. v. Blessing, Inc., et al., U.S. District Court for the District of Arizona Case Nos. 4:18-cv-00322-TUC-RM and 4:19-cv-00284-TUC-RM (consolidated). On September 23, 2020, Debtor paid Lang & Klain $31,888.40 for legal services previously rendered on behalf of Blessing, Inc.in Ocean Garden Products, Inc. v. Blessing, Inc., et al., U.S. District Court for the District of Arizona Case Nos. 4:18-cv-00322-TUC-RM and 4:19-cv-00284-TUC-RM (consolidated). The Debtor paid Lang & Klain, P.C. a total of $123,760.31 between June 26, 2020, and September 22, 2020, for legal services previously rendered in Ocean Garden Products, Inc. v. Blessing, Inc., et al., U.S. District Court for the District of Arizona Case Nos. 4:18-cv-00322-TUC-RM and 4:19-cv-00284-TUC-RM. William G. Klain, partner of Lang & Klain, P.C., 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. Lang & Klain can be reached at: William G. Klain, Esq. LANG & KLAIN, P.C. 6730 N. Scottsdale Rd., Suite 101 Scottsdale, AZ 85253 Tel: (480) 534-4872 Fax: wklain@lang-klain.com About Blessings Inc. Blessings, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on Sep. 24, 2020. The petition was signed by David Mayorquin, president and CEO. At the time of filing, the Debtor disclosed $3,889,514 in assets and $6,770,256 in liabilities. John C. Smith, Esq. at SMITH & SMITH PLLC, is the Debtor's bankruptcy counsel; and Lang & Klain, P.C., is special counsel. BLUE RACER: Fitch Assigns B+ Rating on $550MM Senior Unsec. Notes ----------------------------------------------------------------- Fitch Ratings is assigning a 'B+'/'RR4' rating on Blue Racer Midstream, LLC's $550 million senior unsecured notes due 2025. These notes have been co-issued with Blue Racer Finance Corp. Proceeds are intended to refinance a portion of the $700 million senior unsecured notes due November 2022. Fitch is affirming the Long-Term Issuer Default Rating (IDR) of 'B+,' the rating on the $1 billion senior secured revolving credit facility of 'BB+'/'RR1' and the rating on the senior unsecured notes due 2022 and 2026 of 'B+'/'RR4'. The Rating Outlook is Stable. The rating reflects the benefits of Blue Racer's strategic location of its midstream assets within the Appalachian Basin (Rich Utica, Rich Marcellus and Dry Gas Utica), the change in dividend policy focused on a reduction in leverage, and the improvement in credit quality and liquidity of its top exploration and production (E&P) producers. The ratings consider that Blue Racer's system is largely constructed and operational. Blue Racer's ratings are limited by the size and scale of its system. Supporting the rating is the change in the distribution policy, which reduces distributions until Blue Racer's total net leverage is less than 4.0x under the bank definition. Dividends were cut by 54% in 3Q20. In the past, the sponsors reinvested dividends on an ad hoc basis and in 2020 funded a reserve for growth capital to manage leverage at Blue Racer. Leverage for the LTM ended Sept. 30, 2020, as measured by total debt with equity credit/operating EBITDA under Fitch's calculation, was 4.4x. Fitch estimates that Blue Racer's leverage will fall below 4.0x using the calculations in the bank agreement in line with the distribution policy by mid-to-late 2022. Fitch believes the proposed transaction is slightly positive. There is no reduction in debt but this transaction addresses a portion of the upcoming debt maturities as 77% of debt is due by November 2022. The next significant maturity is the $1 billion credit facility in March 2022. As of Sept. 30, 2020, $355 million were outstanding under the facility. KEY RATING DRIVERS Counterparty Exposure: The ratings recognize that Blue Racer is significantly exposed to lower-rated or unrated counterparties, with 83% of revenue as of 2019 from 'B' category or unrated producers. The credit quality of the E&P producers is stabilizing or improving. Ascent Resources (B/Stable) is the largest producer, generating 38% of 1H20 revenues, up from 22% of revenues in 2019. Montage Resources Corp., recently acquired by Southwestern Energy Co (BB/Negative) add another 13% of revenues. Less than 20% of revenues are from minimum volume contracts (MVCs), and include payments from CNX Resources Corp. (BB/Positive). Most revenues are from dedicated acreage contracts that provide a fixed fee but are subject to volume risk. As such counterparty and volumetric risks are overriding concerns. Volumetric Risks: Blue Racer's ratings reflect that its operations are exposed to volumetric risks associated with the domestic production and demand for natural gas and natural gas liquids (NGLs) extracted from the Utica formation of the Appalachian basin. Fitch believes 2020 continues to be a challenging year for volumes. Despite being in one of the most prolific gas basins in the U.S., all-time low natural gas prices affected Appalachian producers drilling plans. Most of the curtailed E&P production during 2Q20, due to low prices and lack of storage, are back online, with 3Q20 volumes up 7% over 2Q20. However, some E&P producers continued curtailments through November due to weak natural gas and large pricing differentials during the shoulder months before the winter heating season. Fitch expects Blue Racer's processing volumes to be weaker in 2020 compared to 4Q19 driven by lower producer capital investment, several episodes of curtailments for discrete causes, and the drop-in volumes from one producer that moved volumes to its own, newly constructed plant. Fitch notes the reduction in capital spending and drilling activity by E&P producers is expected to delay a return to volume growth until 2H21 into 2022. Refinancing Risk Remains: Fitch believes this proposed transaction begins to address the upcoming debt maturities. This transaction refinances a portion of the $700 million unsecured notes due in November 2022 with the balance funded through draws under the revolver and cash on hand. The next maturity is the $1 billion secured revolver due March 2022. The company used draws under the revolver of $355 million outstanding as of Sept. 30, 2020 to fund open market purchases of the 2022 notes, reducing the balance to $700 million from $850 million, while capital spending was funded from cash retention, as distributions to owners could have been higher. Fitch expects the company may need to pay higher spreads and interest expenses in a sustained weak gas environment especially if the 2020/2021 winter is a warm winter in either the U.S. or Europe. Limited Scale and Scope: Blue Racer's ratings recognize the limited scale and scope of the Appalachian basin focused gathering and processing company. Fitch views small scale, single-basin focused midstream service providers with high geographic, customer and business line concentration as consistent with 'B' category. Given the size and operations, Blue Racer could be exposed to concentration risk and outsized event risk should there be a downturn in commodity production from the Appalachian region or a significant operating or production event with one of its major counterparties. The ratings favorably reflect that the assets are located within some of the lowest break-even cost gas production regions in the Appalachian Basin and should return to growth in the intermediate term. Sponsor Support: Fitch believes the 54% dividend cut will reduce Blue Racer's leverage, measured as total debt with equity credit/operating EBITDA, to less than 4.5x in 2021, using the retained cash flow to repay debt ahead of the upcoming March 2022 revolver maturity. Under the new policy, if total leverage at Blue Racer is greater than 4.0x, dividends to the sponsors, First Reserve and The Williams Company, Inc, (BBB/Stable) will be reduced to support the Sponsor's fixed charges about $22 million per quarter. Fitch notes that Blue Racer implemented cost reduction measures in response to the pandemic, including reducing capital spending by approximately 20% and funding a board-established reserve for capital and debt reduction. The sponsors contributed equity to fund growth capital in 2020 through dividend reinvestments. Acquisition of Caiman Solidifies Sponsor Support: Williams purchased 41% of Caiman's interest in November 2020, increasing its share in Blue Racer to nearly 50% from the original 29% interest, through its stake in Caiman. Fitch believes the acquisition provides opportunities to improve the utilization of Blue Racer's assets and demonstrates support with its approval of the dividend cut. In the intermediate term, the integration of the two systems may, in Fitch's opinion, drive volume growth. Blue Racer has an Environmental, Social and Corporate Governance (ESG) Relevance Score of '4' for Group Structure as the company has a complex group structure. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG Credit Relevance is a Score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DERIVATION SUMMARY Blue Racer's credit metrics are sound in the context of single-region gathering and processing companies rated by Fitch. Fitch is forecasting leverage in 2021 to drop below 4.5x as volume growth returns by 2H21 into 2022. Blue Racer's leverage, as of Sept. 30, 2020, on an LTM basis, was 4.4x. This is better than other single-basin gathering and processing names in the 'B' IDR category with single-basin exposure. Relative to somewhat smaller Medallion Gathering & Processing, LLC (B/Negative), a Permian-focused name with gas producers, Blue Racer's leverage metrics are better as Fitch expects Medallion's leverage, measured as total debt with equity credit/operating EBITDA to decline to around 6.2x in 2021 from 6.6x in 2020. From a counterparty exposure, Fitch views Medallion to have slightly less risk. Medallion has a mix of investment-grade and small high-yield counterparties, with Fitch expecting the majority of 2020 production to come from high-yield credit quality producers. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include - A Fitch price deck of Henry Hub natural gas prices of $1.85 per thousand cubic feet (mcf) in 2020, and $2.45/mcf over the long-term and West Texas Intermediate oil prices of $38 per barrel (bbl) in 2020, $42/bbl in 2021, $47/bbl in 2022 and $50/bbl in 2023; - Assume 2H20 volumes lower than 1Q20; - Capital spending of between $60 million to $120 million during the forecast; - Cash Available for Distribution (CAFD) paid out to owners under the new dividend policy; - Capital spending funded by revolver; revolver and notes refunded in 2022 with similar structures; For the Recovery Rating, Fitch utilized a going-concern approach with a 6.0x EBITDA multiple, which approximates the multiple seen in recent reorganizations in the energy sector. There have been a limited number of bankruptcies and reorganizations within the midstream sector. Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In its recent Bankruptcy Case Study Report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries", published in April 2019. Recovery analysis assumes a default driven by Blue Racer's inability to refinance the revolver at maturity in March 2022. The going-concern EBITDA is estimated between $260 million to 270 million. Fitch calculated administrative claims to be 10%, which is a standard assumption. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improvement to the credit profile of, or increased diversification to, Blue Racer's counterparty credit profile, with leverage maintained below 4.5x on a sustained basis. - Leverage, as measured by total debt with equity credit/operating EBITDA, at or better than 3.5x on a sustained basis, without any improvement in counterparty credit profile. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Leverage as measured by total debt with equity credit/operating EBITDA at or above 6.0x on a sustained basis. - Inability to refinance the credit facility or a reduction in liquidity. - Funds flow from operations fixed charge coverage ratio below 2.0x. - A significant customer filing for, or appears to be approaching, bankruptcy. - A significant change in cash flow stability profile, driven by a move away from current majority of revenue being fee based with revenue commodity price exposure above 25%. - A sustained moderation or decline in volumes expected across Blue Racer's system. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: Blue Racer's liquidity is supported by its $1.0 billion first-lien secured revolver, which had $355 million drawn as of Sept. 30, 2020. After this transaction, the revolver balance may increase to $505 million if the outstanding balance of the 2022 notes are fully tendered. The revolver matures in March 2020. Fitch expects growth capital spending will be funded with borrowings under the revolving credit facility or retained cash. Blue Racer, as per its operating agreement, is required to pay out all of its cash available for distributions to its joint venture owners but the recently approved dividend policy restricts dividends to the amount required to maintain the sponsors fixed payments if total leverage is greater than 4.0x. Cash available for distribution is defined as cash EBITDA less maintenance capex less debt service. Blue Racer is required to maintain a consolidated total leverage ratio, as defined in the agreement, not to exceed 5.5x and consolidated secured debt/EBITDA not to exceed 3.50x. Additionally, Blue Racer is required to maintain a consolidated interest coverage ratio of no less than 2.5x. Blue Racer complied with these covenants as of Sept. 30, 2020 and Fitch expects that Blue Racer will remain in compliance with these covenants for the forecast. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Blue Racer has an Environmental, Social and Corporate Governance (ESG) Relevance Score of '4' for Group Structure as the company has a complex group structure. This has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG Credit Relevance is a Score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. BLUE RACER: Moody's Rates New $550MM Senior Unsecured Notes B2 -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Blue Racer Midstream, LLC's proposed $550 million senior unsecured notes due 2025, and changed the company's rating outlook to stable from negative. Moody's simultaneously affirmed Blue Racer's B1 Corporate Family Rating, B1-PD Probability of Default Rating, and B2 rating on the existing senior unsecured notes. Net proceeds from this note offering along with roughly $150 million of revolver drawings will be used to redeem the company's $700 million 6.125% senior unsecured notes due November 2022 through a tender offer process that was launched on Dec. 8, 2020. "The stable outlook acknowledges Blue Racer's reduced refinancing risk, recently instituted more conservative distribution policy, improved counter-party risk profile and increased ownership interest by Williams Inc. (Baa3 stable), which together have strengthened the company's credit profile," said Sajjad Alam, Moody's Senior Analyst. Assignments: Issuer: Blue Racer Midstream, LLC Senior Unsecured Notes, Assigned B2 (LGD5) Affirmations: Issuer: Blue Racer Midstream, LLC Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Unsecured Notes, Affirmed B2 (LGD5) Outlook Actions: Issuer: Blue Racer Midstream, LLC Outlook, Changed to Stable from Negative RATINGS RATIONALE The proposed 2025 notes will rank equally in right of payment with Blue Racer's existing 2026 senior unsecured notes and hence they both were rated B2. Moody's Loss Given Default for Speculative-Grade Companies rating methodology indicates a lower rating for the unsecured notes because of the substantial amount of secured debt in Blue Racer's capital structure. However, Moody's believes the B2 notes rating is more appropriate based on an expectation that the relative proportion of unsecured debt in Blue Racer's capital structure will increase over time. Blue Racer has a large $1 billion senior secured revolving credit facility that has a priority claim over the notes and is secured by substantially all the assets of Blue Racer and its current and future material subsidiaries. Blue Racer's B1 CFR reflects its high financial leverage, significant counterparty risk arising from the weakened credit profiles of its key customers relative to prior years, and Moody's expectation of significant volume risks through 2021 amid volatile natural gas prices and reduced producer spending. The rating also considers Blue Racer's single asset concentration in the Utica and Marcellus Shale plays, potential capital needs to support future expansion projects, as well as its private ownership. The B1 rating is supported by Blue Racer's long-term fee-based cash flow backed by a diversified group of customers, an integrated midstream operation in the liquids-rich areas of Appalachia, an established track record of significant organic expansion and cash flow generation, and continued strong equity support from its private owners that have routinely reinvested distributions back into the company to support growth and reduce financial leverage. Blue Racer has historically exhibited good capital flexibility during weak industry conditions, and Moody's expects management to take measures to protect the company's liquidity and balance sheet. Blue Racer has adequate liquidity, which is backed by roughly pro forma $445 million of borrowing capacity under its committed $1 billion committed revolving credit facility following the proposed notes offering. The full repayment of the 2022 notes will greatly reduce Blue Racer's reliance on external capital markets. Additionally, the recent adoption of a more restrictive distribution policy enables the company to retain more cash flow and have more flexibility to bring down leverage when leverage climbs above 4x. Pro forma for the bond offering, the company will have $505 million drawn under its revolver which expires in March 2022, while the new and the remaining bonds mature in 2025 and 2026, respectively. The revolving credit facility has several financial covenants and Moody's expects the available headroom under the 5.5x total leverage covenant to remain adequate through 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Blue Racer's CFR could be upgraded if it further increases scale and diversification, improves its overall counter-party risk profile and sustains a debt-to-EBITDA ratio near 4x in a stable to improving industry environment. Blue Racer's CFR could be downgraded should the company suffer a sustained decline in throughput volume and EBITDA, a material increases in counter-party risks, or a debt-to-EBITDA ratio above 6x. Diminished liquidity, including materially reduced revolver availability and tighter covenants could also trigger a downgrade. The principal methodology used in these ratings was Midstream Energy published in December 2018. Blue Racer Midstream, LLC is a private midstream company that provides gathering, processing, fractionation and natural gas liquids (NGLs) transportation, and marketing services to natural gas producers in the Utica and Marcellus Shale plays. BRAUN EVENTS: Seeks to Tap Jeffrey M. Isaacson as Special Counsel ----------------------------------------------------------------- Braun Events, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Illinois to employ The Law Office of Jeffrey M. Isaacson as its special counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its rights, powers and duties as a claimant against a certain George Herrera; (b) assist the Debtor in negotiation and ultimate resolution of the claims; (c) examine and investigate the asserted claims; (d) take such actions as may be necessary with reference to the claims; (e) investigate, advise and inform the Debtor about and take action as may be necessary to collect and, in accordance with applicable law, recover or sell for the benefit of the estate, the property involved in the claims; (f) prepare legal papers in connection with the claims; and (g) perform all other legal services for the Debtor that may be necessary or appropriate. Prior to the filing of its Chapter 11 case, the Debtor agreed to pay the firm a flat fee of $25,000, plus a contingency fee of 40% of the gross recovery and the filing fee of $500, of which approximately $3,000 has been paid to date. The firm is also a listed creditor for previous legal work in the amount of $22,000. The Debtor and the firm agreed to a retainer of $7,500 and to compensate Jeffrey Isaacson, Esq., at $350 per hour, plus reimbursement of expenses. Mr. Isaacson disclosed in court filings that he and his firm neither represent nor hold any interest adverse to the Debtor other than as a listed creditor for previous legal work and they are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey M. Isaacson, Esq. The Law Office of Jeffrey M. Isaacson 2033 N. Milwaukee Ave., Suite 60015 Telephone: (312) 523-9636 Email: lawofficejmi@gmail.com About Braun Events Inc. Braun Events Inc., a company that provides special events equipment rental services, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-18843) on Oct. 17, 2020. Braun Events president Robert Braun signed the petition. At the time of filing, the Debtor disclosed $546,997 in assets and $2,202,249 in liabilities. Judge David D. Cleary oversees the case. The Debtor tapped The Golding Law Offices, P.C. serves as legal counsel and The Law Office of Jeffrey M. Isaacson as its special counsel. BURLINGTON STORES: Fitch Withdraws BB- IDR for Commercial Reasons ----------------------------------------------------------------- Fitch Ratings has affirmed Burlington Stores, Inc.'s ratings, including its Long-Term Issuer Default Rating at 'BB-' with a Negative Outlook and simultaneously withdrawn all of its ratings. Fitch has also affirmed and withdrawn ratings for Burlington Coat Factory Warehouse Corporation. Fitch anticipates a sharp increase in adjusted leverage (adjusted debt/EBITDAR, capitalizing leases at 8.0x) to around 14.0x in 2020 from 3.4x in 2019 based on EBITDA declining to around breakeven from $875 million in 2019 on an approximately 24% sales decline to $5.5 billion. Adjusted leverage is expected to be around 5.0x in 2021, assuming sales declines of around 6% and EBITDA declines of around 25% from 2019 levels. During the first quarter of 2020 (1Q20), the company borrowed $400 million on its asset-based revolving credit facility and repaid $150 million of this amount during the second quarter. Fitch expects the outstanding amount of this to be repaid in 2021. Adjusted leverage could return below 5.0x in 2022 assuming a sustained topline recovery. In 2020, Burlington issued approximately $1.1 billion in incremental debt which was comprised of $300 million in senior secured notes and $805 million in convertible notes, both of which are due in 2025. The new secured notes are parri passu to the existing term loan and have a first priority on real property with a second lien on ABL collateral including working capital assets. At the time of the issuance, this new debt increased Burlington's total adjusted debt/EBITDAR by around one turn relative to Fitch's prior expectation for 2021. Following the capital raise, Fitch believes Burlington has sufficient liquidity to manage operations through the current downturn. The company ended the 3Q20 with approximately $1.6 billion in liquidity, including $1.3 billion in unrestricted cash and $292 million in availability on its asset-based revolving credit facility. The company's next term loan maturity is in 2024; its asset-based revolver matures in May 2023. Fitch has withdrawn Burlington's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. KEY RATING DRIVERS Coronavirus Pandemic: The operational impact to the global consumer discretionary sector from the coronavirus pandemic has been unprecedented as temporary closures of retail stores in "non-essential" categories and "shelter in place" activity severely depressed traffic and sales in categories like specialty apparel. Numerous unknowns remain, including the timing of vaccine distribution, economic conditions exiting the pandemic including unemployment and household income trends, the impact of potential additional government support of business and consumers, and the impact the crisis will have on consumer behavior. Most retailers of apparel, including department stores, specialty apparel and off-price retailers, were closed from mid-March through mid-May, with sales down 80%-90% despite some sales shifting online, with a slow rate of improvement through the summer. Sales for these retailers could decline around 10%-20% during the holiday as traffic remains weak and apparel replenishment needs are subdued. Fitch anticipates significant growth in 2021 against a weak 2020, but expects total 2021 sales could remain up to 10%-15% below 2019 levels. Revenue trends could accelerate somewhat exiting 2021, yielding 2022 as a growth year. Assuming this scenario, Fitch expects Burlington's revenue to decline around 24% in 2020 with an EBITDA loss of approximately $20 million. In 2021, Fitch expects revenue to decline around 6% relative to 2019 levels, with EBITDA down around 25% relative to 2019 levels. Relative to other apparel retailers, Burlington benefits from its value-price orientation but is negatively impacted by lack of an online presence. In March, Burlington announced temporary store closures and drew $400 million of its $600 million asset-based revolver. The company also implemented certain operating expense and capex reductions, and suspended share repurchases. Fitch estimates that FCF to be negative $120 million in 2020 (versus positive FCF of $560 million in 2019), as EBITDA declines are only somewhat mitigated by working capital and capex-reduction. Improved Operating Trends Pre-2020: Burlington has significantly improved its operating trajectory in recent years, through both internal efforts and growth in the off-price retail channel. Over the five years ending 2019, revenues grew approximately 50% to $7.3 billion, and EBITDA grew at a CAGR of 15% to approximately $875 million in 2019. Positive comps, which have averaged 3% annually, have been driven by improved merchandise assortment and in-store execution and continued growth in the value off-price channel, which has taken share from department stores and specialty retailers. Burlington has invested in inventory buying and management initiatives to better match assortments to customer needs, thus lowering markdowns. The company is also focused on achieving a good balance between pack and hold inventory, pre-season purchasing and sourcing in-season close outs. EBITDA margins expanded to approximately 12.0% in 2019 from 8.4% in 2011, although Burlington's margins continue to trail those of leading peers, TJX Companies, Inc. (owner of TJ Maxx and Marshalls) and Ross Stores, Inc., which have moved up to the mid-teens as of 2019. Burlington's merchandising and inventory planning efforts have been directed toward key initiatives to improve mix. For example, the company has increased penetration in higher-growth categories such as women's ready to wear apparel, beauty, accessories and footwear, and home, while decreasing exposure to coats, a seasonal category. The company views the home category as its largest growth opportunity, where its 15% sales penetration lags behind peers at 26%-33%. Women's apparel also continues to be a key opportunity, where Burlington's penetration of 22% is lower than peers at around 30%. In addition to its category efforts, Burlington has been editing its brand assortment across categories and adding strong, traffic-driving national brands. To improve the in-store experience, Burlington has invested in better signage, lighting and improved associate-customer engagement, with capex averaging around 4% of revenues for the four years ending 2019. In addition to remodeling its existing stores that range from 40,000 to 80,000 sf, Burlington has been introducing smaller store formats that are much closer in size to its peers. The stores opened in 2019 averaged around 42,000 sf, compared to an average store size of 28,000 sf for Ross and 27,000 to 29,000 sf for TJX. Off-Price Model Well-Positioned: The off-price segment has enjoyed growth through and since the 2008-2009 recession, as consumers have maintained their quest for value despite economic recovery. TJX (excluding international), Ross, and Burlington have grown in revenue over the last 10 years, while department store industry sales have seen declines. Off-price retailers aim to offer consumers premium and moderate national brands at everyday low prices. These retailers take advantage of excess inventory from other segments, such as department stores, or directly from manufacturers. More recently, department stores have focused on their own off-price formats, such as Nordstrom Rack, Saks Off 5th and Macy's Backstage. These formats allow department stores to take advantage of the growth in the off-price channel with product increasingly made for that channel and to clear excess full-price inventory. While the off-price channel has performed well due to its "treasure hunt" aspect, the shopping experience is becoming increasingly consistent. Off-price retailers now sell a combination of excess inventory and inventory made specifically for their channel. This allows the retailers to offer a more complete shopping experience, such as extensive size and color options, while providing the consumer well-known national brands at a low price. As the inventory availability has become more consistent, most off-price players have also started offering customers the ability to shop their merchandise online (with Ross being the only major holdout). E-commerce penetration, however, is expected to remain low for this segment given the in-store nature of the treasure hunt experience and difficulty leveraging fixed costs of putting limited-assortment styles online. In fact, Burlington discontinued its relatively small e-commerce operation in early 2020. Burlington's model is differentiated from traditional off-price players such as Ross and TJX, as it couples a broad merchandise offering with an off-price retailer's approach to providing everyday low prices on branded products. TJX and Ross are more apparel-focused, with TJX using secondary store formats such as HomeGoods to sell a higher penetration of non-apparel merchandise. Burlington's relatively larger store size has been well suited to this strategy, although it has likely played a role in Burlington's weaker-than-peers productivity metrics. Sustained Long-Term Revenue Growth Expected: While the coronavirus pandemic and its economic aftermath is expected to affect Burlington's growth trajectory through 2021, Fitch projects that Burlington can sustain top-line growth in the mid-single-digit range in the longer term, with around 2% comps growth and 2%-3% contribution from new stores, assuming about 30 net openings annually. Comps growth is predicated on ongoing improvements to the customer experience and merchandise category expansions, including home, technology-enhanced inventory management and forecasting. The company, alongside value-oriented peers in the off-price, dollar-store and deep-discount spaces, continues to find real estate expansion opportunities at a time most retailers are opening few locations, mostly supported by the strong growth momentum associated with the off-price concept at the expense of traditional mid-tier department and specialty apparel stores. Burlington has a long-term goal of growing its footprint to 1,000 stores from 727 stores at the end of 2019 to increase scale against larger competitors. Fitch believes there is some uncertainty around this target, as the company's ability to grow to 1,000 stores may depend on competitive openings relative to growth in the off-price channel. Adequate Liquidity to Weather Downturn: Prior to 2020, Burlington saw good FCF generation, which averaged around $400 million per year from 2017 to 2019. Based on Fitch's current forecast, FCF could be an outflow of $120 million in 2020 due to minimal EBITDA and increased interest expense following the $1.1 billion debt issuance, which is somewhat mitigated by proactive reductions to cash expenses such as capex. FCF could improve to around $100 million or more in 2021, assuming a significant rebound in revenue and EBITDA. Burlington ended the third quarter of 2020 with good liquidity of around $1.6 billion, including approximately $1.3 billion of cash and approximately $292 million of ABL availability. On March 19, 2020, the company indicated it had borrowed $400 million on their ABL facility as a precautionary measure. During the second quarter, Burlington paid back $150 million of these borrowings. Fitch expects Burlington to repay the outstanding amount in 2021, given current operating assumptions. Lease adjusted leverage could climb to around 14.0x in 2020 from 3.4x in 2019 on EBITDA declines but moderate to approximately around 5.0x in 2021 on EBITDA growth and ABL paydown. DERIVATION SUMMARY Burlington Stores, Inc.'s 'BB-'and Negative Outlook reflect the significant operational disruption caused by the coronavirus pandemic. Fitch anticipates a sharp increase in adjusted leverage to around 14.0x in 2020 from 3.4x in 2019 based on EBITDA declining to approximately breakeven million from $875 million in 2019 on an approximately 24% sales decline to $5.5 billion. Adjusted leverage is expected to be around 5.0x in 2021, assuming revenue and EBITDA approximately 6% and 25% below 2019 levels. The rating continues to reflect good growth trajectory in both top line and EBITDA given a favorable backdrop of growth in the off-price channel and strong execution, strong FCF and declining leverage, offset by lower margins and sales productivity than industry peers. EBITDA growth has been somewhat predicated on Burlington narrowing its operational gap with off-price peers The TJX Companies, Inc. and Ross Stores, Inc. through improving merchandising and supply chain execution. For example, the company has had some success reducing reliance on seasonal merchandise, such as coats, in recent years, and is focusing on growing traffic-driving categories such as women's apparel and home. Similarly rated apparel and accessories peers include Capri Holdings Limited (BB+/Negative), Tapestry, Inc. (BB/Negative) and Levi Strauss & Co. (BB/Negative). Ratings for Capri and Tapestry reflect their strong U.S. positioning and global presence in the handbag and leather goods categories, while Levi's ratings reflect its strong global denim positioning. Operations for each of these players are dominated by a single brand, which somewhat limits diversification and heightens fashion risk. Both Capri and Tapestry have made leveraging acquisitions in recent years with somewhat disappointing subsequent performance, on continued sluggishness for Capri's Michael Kors brand and a difficult turnaround for Tapestry's acquired Kate Spade brand. Ratings and Negative outlooks for each of these players reflect medium-term consumer discretionary spending concerns partially triggered by the coronavirus. By the end of 2021, Fitch expects Capri's adjusted debt/EBITDAR could be in the mid-3.0x, somewhat supported by debt reduction, while adjusted debt/EBITDAR could trend around 4.0x for Tapestry and Levi. These projections could support stabilization of Outlooks for the three companies. KEY ASSUMPTIONS -- Fitch projects Burlington's 2020 revenue could decline 24% to $5.5 billion and EBITDA could decline to around breakeven from approximately $875 million in 2019. While 2021 revenue and EBITDA should significantly rebound from depressed 2020 levels, Fitch expects 2021 revenue of approximately $6.8 billion and EBITDA of around $660 million to be approximately 6% and 25% below 2019 levels. -- Beginning 2022, Burlington could resume mid-single digit growth, predicated on low single-digit comps and store growth. -- FCF in 2020 is expected to be an outflow of $120 million, down from an inflow of $560 million in 2019, largely due to an approximately $900 million reduction in EBITDA and incremental cash interest expense from the new debt issuance, mitigated by lower cash taxes and proactive cuts to capex. FCF in 2021 could improve to around $100 million. Burlington does not pay a dividend and has suspended share repurchases, though share repurchases could resume in 2021 as operations stabilize. The company has no maturities until 2023, when its asset-based revolver matures. -- Adjusted debt/EBITDAR, which was 3.4x in 2019, could climb to around 14.0x in 2020 and decline to around 5.0x in 2021, assuming a sustained topline recovery and no further changes to Burlington's debt balance. -- Burlington ended the 3Q20 with $1.6 billion in liquidity, including $1.3 billion in cash and $292 million available on its asset-based revolver. As such, liquidity is expected to be adequate to manage through the current operating environment. RATING SENSITIVITIES Rating sensitivities are no longer relevant given Fitch's rating withdrawal. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Burlington had $1.3 billion in cash and $292 million available under its $600 million ABL revolver as of Oct. 31, 2020. The $600 million revolving credit facility, which matures in June 2023, has a first lien on inventory and accounts receivable and a second lien on real estate, property and equipment. In 1Q20, the company borrowed $400 million on its ABL facility as a precautionary measure. The company subsequently paid down $150 million of these borrowings during the 2Q20. Fitch would expect Burlington to repay the outstanding amount in 2021, given Fitch's current operating assumptions. Burlington's remaining debt consists of a $1 billion term loan due November 2024, $300 million of senior secured notes due April 2025, and $805 million of convertible notes due April 2025. The term loan is secured by a first lien on real estate, machinery and equipment, as well as a second lien on inventory and receivables. The term loan does not contain any maintenance financial covenants. Burlington's $300 million senior secured notes are pari passu to the term loan. The $805 million of convertible notes are unsecured. RECOVERY CONSIDERATIONS Fitch does not employ a waterfall recovery analysis for issuers assigned ratings in the 'BB' category. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch assigned a 'BB+'/'RR1' to Burlington's ABL indicating outstanding recovery prospects (91% to 100%) and a 'BB'/'RR2' to the existing term loan and secured notes, indicating superior recovery prospects (71% to 90%), and a 'B'/'RR6' to the senior unsecured convertible notes, indicating poor recovery prospects (0% to 10%). SUMMARY OF FINANCIAL ADJUSTMENTS -- Historical and projected EBITDA is adjusted to add back non-cash stock-based compensation and exclude any one-time charges. For example, in 2019, Fitch added back $44 million in non-cash stock-based compensation to its EBITDA calculation. -- Fitch has adjusted the historical and projected debt by adding 8x yearly operating lease expense. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. CADIZ INC: Extends Deadline to Fund Pipeline Segment Acquisition ---------------------------------------------------------------- Cadiz Inc. entered into a second amendment to its existing Purchase and Sale Agreement dated Dec. 31, 2018 with El Paso Natural Gas Company. As amended, the Agreement extends the period within which the Company must fund the acquisition of the pipeline segment contemplated by the Agreement for up to 180 days, through June 30, 2021. In consideration of the Agreement, the Company made a payment of $1 million to EPNG with the balance of the purchase price of $19 million payable at closing. About Cadiz Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com/-- is a natural resources development company dedicated to creating sustainable water and agricultural opportunities in California. The Company owns approximately 45,000 acres of land with high-quality, naturally recharging groundwater resources in three areas of Southern California's Mojave Desert. Cadiz reported a net loss and comprehensive loss of $29.53 million for the year ended Dec. 31, 2019, compared to a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $73.37 million in total assets, $95.89 million in total liabilities, and a total stockholders' deficit of $22.52 million. Cadiz said in its Annual Report for the period ended Dec. 31, 2019, that limitations on the Company's liquidity and ability to raise capital may adversely affect it. "Sufficient liquidity is critical to meet the Company's resource development activities. Although the Company currently expects its sources of capital to be sufficient to meet its near-term liquidity needs, there can be no assurance that its liquidity requirements will continue to be satisfied. If the Company cannot raise needed funds, it might be forced to make substantial reductions in its operating expenses, which could adversely affect its ability to implement its current business plan and ultimately impact its viability as a company." CBAK ENERGY: Closes $49.2 Million Registered Direct Offering ------------------------------------------------------------ CBAK Energy Technology, Inc. closed the registered direct offering of approximately $49.2 million of common stock at a price of $5.18 per share on Dec. 10, 2020, as previously announced on Dec. 8, 2020. The Company issued a total of 9,489,800 shares of common stock to the institutional investors. As part of the transaction, the Company also issued to the investors warrants for the purchase of up to 3,795,920 shares of common stock at an exercise price of $6.46 per share, which Warrants have a term of 36 months from the date of issuance. The net proceeds from this offering will be used for general corporate and working capital purposes, including the repayment of some outstanding debts. FT Global Capital, Inc. acted as the exclusive placement agent and The Benchmark Company, LLC acted as co-agent for the transaction. Bevilacqua PLLC acted as counsel to the Company and Schiff Hardin LLP acted as counsel to the placement agent in connection with the offering. PacGate Law Group provided due diligence services to the placement agent in connection with the offering. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the business of developing, manufacturing and selling new energy highpower lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $10.85 million for the year ended Dec. 31, 2019, compared to a net loss of $1.96 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $102.07 million in total assets, $85.03 million in total liabilities, and $17.04 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2019. All these factors raise substantial doubt about its ability to continue as a going concern. CBAV1 LLC: Seeks to Hire Chang Tsi & Partners as Special Counsel ---------------------------------------------------------------- CBAV1, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Chang Tsi & Partners Limited as special counsel. Chang Tsi's representation of the Debtor relates to the filing of necessary applications in China for the general intangibles of the Debtor. The firm will render these legal services: (a) file assignments for the trademarks; (b) give the Debtor legal advice with respect to the trademarks; (c) prepare legal papers relating to the trademarks; and (d) perform all other legal services for the Debtor which may be necessary in connection with the trademarks. Chang Tsi's professionals who are most likely to work on this case and their hourly rates are: Nana Zhang, Esq. $430 Lily Yang, Legal assistant $200 Vincent Wang, Paralegal $110 Peppa Ning, Paralegal $110 Daisy Qin, Associate $410 Sue Gui, Of counsel $490 The firm is owed $4,478.80 for pre-bankruptcy services provided to the Debtor. Chang Tsi has no connection with the Debtor and is not an insider or affiliate of the Debtor, according to court filings. The firm can be reached at: CHANG TSI & PARTNERS LIMITED 6-8th Floor Tower A, Hundred Island Park, Bei Zhan Bei Jie Street, Xicheng District, Beijing 100044 Telephone: (+86) 10 8836-9999 Facsimile: (+86) 10 8836-9996 Email: info@changtsi.com About CBAV1 LLC Bethlehem, Pa.-based CBAV1, LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 20-14310) on Oct. 30, 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 Rachel Chell, manager. The Hon. Patricia M. Mayer presides over the case. The Debtor tapped Ciardi Ciardi & Astin as bankruptcy counsel, and Field Law and Chang Tsi & Partners Limited as special counsel. CEL-SCI CORP: Expects to Receive $13.5M From Bought Deal Offering ----------------------------------------------------------------- CEL-SCI Corporation has entered into an underwriting agreement with Kingswood Capital Markets, division of Benchmark Investments, Inc. and Aegis Capital Corp. under which the underwriters have agreed to purchase on a firm commitment basis a minimum of 1,000,000 shares of common stock of the Company, at a price to the public of $14.65 per share, representing a 5% discount to the Company's Dec. 8, 2020 closing share price. The closing of the offering is expected to occur on or about Dec. 11, 2020, subject to customary closing conditions. The Company expects to receive approximately $13.48 million in net proceeds from the Offering (excluding the over-allotment option), after deducting underwriting discounts and commissions and estimated offering expenses. The shares are being offered and sold pursuant to the Company's effective registration statement on Form S-3 (Registration No. 333-226558), which was declared effective by the Securities Exchange Commission on Aug. 24, 2018, and the base prospectus included therein, as amended and supplemented by the prospectus supplement dated Dec. 9, 2020. Kingswood Capital Markets, division of Benchmark Investments, Inc. and Aegis Capital Corp. are acting as the joint book-running managers for the offering. The Company also has granted to the underwriters a 30-day option to purchase up to 15% of the offering at the Public Price. The use of proceeds will be to fund the continued development of Multikine* and LEAPS, the expansion of the Company's manufacturing facility and for other general corporate purposes. About CEL-SCI Corporation CEL-SCI -- http://www.cel-sci.com/-- is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company's lead investigational therapy Multikine is currently in a pivotal Phase 3 clinical trial involving head and neck cancer, for which the Company has received Orphan Drug Status from the FDA. The Company has operations in Vienna, Virginia, and near Baltimore, Maryland. CEL-SCI reported a net loss of $22.13 million for the year ended Sept. 30, 2019, compared to a net loss of $31.84 million for the year ended Sept. 30, 2018. As of June 30, 2020, the Company had $42.03 million in total assets, $23.02 million in total liabilities, and $19.01 million in total stockholders' equity. BDO USA, LLP, in Potomac, Maryland, the Company's independent accounting firm, issued a "going concern" qualification in its report dated Dec. 16, 2019, citing that the Company has suffered recurring losses from operations and expects to incur substantial losses for the foreseeable future that raise substantial doubt about its ability to continue as a going concern. CINEMEX USA: Emerges From Chapter 11 Bankruptcy ----------------------------------------------- Baltimore Business Journal reports that CineBistro movie theater's operator CMX Cinemas emerged from Chapter 11 bankruptcy with reworked lease agreements across the country. The Miami-based company negotiated revenue-sharing lease agreements with all of its landlords as it navigated through decreased revenue stemming from the Covid-19 pandemic, CMX COO Javier Ezquerro told the South Florida Business Journal, a sister paper to the BBJ. As a result, CMX kept 31 U.S. theater locations. Baltimore's Cinebistro at 727 W. 40th St. is among those that will close permanently because the company was unable to negotiate new leases, the SFBJ reported Wednesday, December 10, 2020. Other such locations include Hialeah and Tampa in Florida, New York and Atlanta. About Cinemex Holdings Cinemex Holdings USA, Inc., operates movie theater chain CMX. CMX provides state-of-the-art technology that can be enjoyed through different types of experiences: CMX CinéBistro, the luxury dine-in, and in-seat service; CMX Market Cinema, the gourmet grab and go movie experience and CMX Cinemas, the upgraded traditional theater with classic concessions. It also features the trendy and exclusive CMX Stone Sports Bar at selected theaters, making CMX the preferred entertainment destination. Cinemex USA Real Estate Holdings Inc. and Cinemex Holdings USA 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, the Debtors each disclosed assets of between $100 million and $500 million and liabilities of the same range. Quinn Emanuel Urquhart & Sullivan, LLP and Bast Amron, LLP serve as the Debtors' bankruptcy counsel. CLOUDERA INC: S&P Assigns 'BB-' ICR; Outlook Stable --------------------------------------------------- S&P Global Ratings assigned its 'BB-' issuer credit rating to Cloudera Inc., a U.S.-based software provider for big data and analytics. The rating agency also assigned its 'BB-' issue-level and '3' recovery ratings to the $500 million first-lien term loan maturing in 2027 that the company will issue. Proceeds will be used for general corporate purposes, including the funding of share repurchases. The stable outlook reflects S&P's expectation Cloudera will generate organic revenue growth in the high-single-digit percentages, with modest EBITDA margin expansion from improved operating efficiency that will reduce leverage to the mid-3x area by the end of fiscal 2021. The 'BB-' rating reflects Cloudera's initial adjusted leverage in the low-4x area at close and its relatively small scale. It has a niche focus on data management and analytics solutions across a hybrid, multi-cloud environment. The big data and analytics software industry is fragmented with legacy and new cloud-based data management solutions and competition from large cloud service providers. Offsetting these factors are Cloudera's solid historical top-line growth, highly recurring revenue profile, established customer relationships, and improving profitability from a recent transformative acquisition. Cloudera provides hybrid and multicloud platforms for data management and analytics that give companies greater control and utility over their data. Cloudera primarily targets the largest global enterprises, which manage vast amounts of data hosted across a spectrum of on-premises and multicloud environments. Banking, telecom, technology, and the public sector are Cloudera's four largest end markets, accounting for a majority of annualized recurring revenue. Such end markets, in particular banking and the public sector, still face heavy on-premises workloads due to concerns over data security and regulatory compliance. Cloudera provides a single control plane to manage and run analytics for hybrid and cloud infrastructures while its Shared Data Experience solution provides a layer of security and ensures governance. Cloudera's good revenue visibility comes from its 90% subscription revenue, most of which is collected a year in advance. The company also benefits from high net retention rates of about 108% and a sticky client base. The number of customers contributing more than $1 million to annualized recurring revenue increased at a 17% constant annual growth rate the last two years. The COVID-19 pandemic minimally affected Cloudera because of the mission-critical work it manages. Customers using Cloudera Data Platform (CDP) Public Cloud increased 40% sequentially in the quarter ended October 31, 2020. The big data and analytics software industry is large and expanding, with a constant annual rate of 23% for public cloud services expected over the next four years, according to IDC. While Cloudera still manages a large amount of legacy on-premises data, its most accretive prospects remain in the cloud (public or private clouds). Its new CDP should benefit from increasing adoption of public cloud share for data and analytics. As CDP Public and Private Cloud continue to gain traction with its established user base, S&P expects a larger portion of revenue to stem from hybrid cloud solutions. However, the company is exposed to migration risk as it transfers legacy customers to new CDP offerings. While Cloudera competes with point solutions provided by hyperscale cloud vendors, it also maintains a symbiotic relationship with those providers given that the cloud vendors provide infrastructure as a service (IaaS) when Cloudera migrates its customers to its CDP Public Cloud. S&P said, "We expect revenue to increase by the high-single-digit percentages over the next 12 months, driven by increasing subscriptions from an established client base and continued adoption of its CDP Public and Private Cloud solutions. Cloudera's growth model has low reliance on new customer acquisition. It will implement a new go-to-market strategy that relies less on direct sales and more on digitally connecting with its customers and through partnerships, which we expect to enhance operating efficiency. Cloudera turned to optimizing profitability in the quarter ended April 30 as it realized most of the cost synergies from the merger with Hortonworks. As the higher-margin subscription revenue scales, we expect cost discipline will contribute to adjusted EBITDA margins improving to the mid-21% area from mid-20% over the next year." "Our assessment of Cloudera's financial risk profile reflects its initial S&P Global Ratings-adjusted leverage of about 4x at transaction close. Our leverage calculation adjusts leases, which add approximately $200 million to debt and about $48 million to EBITDA and does not net balance sheet cash. We expect the company to reduce leverage to the mid-3x area by the end of 2021 primarily from EBITDA growth. Accordingly, we expect free cash flow adjusted for lease addbacks to remain relatively flat in the $165 million-$170 million range despite the higher interest burden. Over the medium term, we expect Cloudera to take a balanced approach to capital allocation, with a healthy cash balance, and announced share repurchases carried out over several quarters. Our financial model does not assume any large-scale acquisitions." "Our stable outlook on Cloudera reflects our expectation that the company will generate organic revenue growth at the high-single-digit percentages, with modest EBITDA margin expansion from improved operating efficiency. We expect the company to reduce leverage to the mid-3x area by the end of fiscal 2021 and to generate adjusted free cash flow between $165 million and $170 million over the coming year. We also expect it to maintain strong liquidity with substantial cash on hand to potentially fund tuck-in acquisitions." S&P could lower the rating on Cloudera if: -- Intensified competition, poor sales execution, or failure to enhance technological capabilities reduce revenue and EBITDA margin, and leverage remains above 4x; or -- Large debt-financed acquisitions or shareholder returns result in leverage sustained above 4x. While unlikely over the coming year, S&P could raise the rating on Cloudera if: -- The company substantially increases annualized recurring revenue; and -- Raises EBITDA margins. At the same time, S&P would expect the company to operate consistently with leverage below 3x and a defined financial policy of maintaining leverage below this threshold with acquisitions and shareholder return objectives. COMMUNITY HEALTH: Appoints Tim Hingtgen as Chief Executive Officer ------------------------------------------------------------------ The Board of Directors of Community Health Systems, Inc. appointed Tim L. Hingtgen as chief executive officer of the Company, effective Jan. 1, 2021, in place of Wayne T. Smith, who is currently the Company's chairman of the Board and chief executive officer. The Board has appointed Mr. Smith as executive chairman of the Board of Directors, also effective Jan. 1, 2021. In addition, on Dec. 9, 2020, the Board, upon the recommendation of the Compensation Committee of the Board, approved an annual base salary for Mr. Hingtgen for 2021 of $1,200,000 in connection with his upcoming service as chief executive officer, and an annual base salary for Mr. Smith for 2021 of $1,000,000 in connection with his upcoming service as executive chairman of the Board of Directors. It is contemplated that the Board, at its February 2021 meeting, will approve cash incentive compensation and long-term incentive compensation for Mr. Hingtgen and Mr. Smith commensurate with their new roles with the Company. About Community Health Community Health Systems, Inc. -- http://www.chs.net/-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 99 affiliated hospitals in 17 states with an aggregate of approximately 16,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Community Health reported a net loss attributable to the Company's stockholders of $675 million for the year ended Dec. 31, 2019, following a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.51 billion in total assets, $17.99 billion in total liabilities, $481 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.95 billion. * * * As reported by the TCR on Dec. 11, 2020, S&P Global Ratings lowered the issuer credit rating on Community Health Systems to 'SD' (selective default) from 'CC'. The downgrade follows Community's exchange of $700 million of the $1.476 billion outstanding on its senior unsecured notes due in 2028 for $400 million cash and 10 million in new common shares. In November 2020, Fitch Ratings affirmed the Long-Term Issuer Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and subsidiary CHS/Community Health Systems, Inc. at 'CCC'. COSMOLEDO, LLC: Hires Donlin Recano as Claims and Noticing Agent ---------------------------------------------------------------- Cosmoledo, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Donlin Recano & Company, Inc., as claims and noticing agent to the Debtors. Cosmoledo, LLC requires Donlin Recano to: a. assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, if requested (the "Balloting Services"); b. if requested prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan or otherwise, if requested; and f. provide such other processing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the scope of the Firm's services, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Donlin will be paid at these hourly rates: Executive Management No charge Senior Bankruptcy Consultant $175 to $1205 Case Manager $160 to $175 Consultant/Analyst $130 to $155 Technology/Programming Consultant $95 to $120 Clerical $35 to $45 Prior to the Petition Date, the Debtors paid Donlin Recano a retainer in the amount of $25,000. Donlin will also be reimbursed for reasonable out-of-pocket expenses incurred. Nellwyn Voorhies, executive director of Donlin Recano & Company, 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. Donlin can be reached at: Nellwyn Voorhies DONLIN RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Toll Free Tel: (800) 591-8236 About Cosmoledo Cosmoledo, LLC and affiliates own and operate 16 fine casual bakery cafes in New York City under the trade name "Maison Kayser." Maison Kayser -- https://maison-kayser-usa.com/ -- a global brand, is an authentic artisanal French boulangerie that has been doing business in New York since 2012. Cosmoledo and its affiliates, including Breadroll, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y Lead Case No. 20-12117) on Sept. 10, 2020. In the petitions signed by CEO Jose Alcalay, Debtors were estimated to have assets in the range of $10 million to $50 million, and $50 million to $100 million in debt. The Debtors have tapped Mintz & Gold LLP as their bankruptcy counsel, and CBIZ Accounting, Tax and Advisory of New York LLC as their financial advisor, accountant and consultant. Donlin Recano & Co., Inc., is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Hahn & Hessen LLP. * * * Bloomberg Law reports Aurify Brands, a restaurant operator that's buying Maison Kayser's U.S. bakeries in a bankruptcy liquidation, won preliminary court approval of its $8.4 million acquisition and revealed plans to reopen some, if not all, of the 16 locations under another brand. A prior Bloomberg report says an Aurify affiliate bought the right to collect nearly $73 million owed by the bakery. That debt will be used as currency in a forthcoming bankruptcy auction, effectively canceling the obligation. Should no higher offer come in, Aurify would add Maison Kayser to its growing list of New York restaurants, the report said. CUSTOM DESIGN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Custom Design Group, LLC DBA Active Energy Custom Brands and Outlet, LLC 391 10th Avenue Dr. NE Hickory, NC 28602 Chapter 11 Petition Date: December 11, 2020 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 20-50463 Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street Suite 1950 Charlotte, NC 28203 Tel: 704-944-6560 Fax: 704-944-0380 Email: rwright@mwhattorneys.com Total Assets: $717,349 Total Liabilities: $1,785,302 The petition was signed by Richard L. Stober, 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/QARRDIQ/Custom_Design_Group_LLC__ncwbke-20-50463__0001.0.pdf?mcid=tGE4TAMA DELCATH SYSTEMS: Prices $19.3M Public Offering of Common Stock -------------------------------------------------------------- Delcath Systems, Inc., reports the pricing of an underwritten public offering of 1,460,027 shares of its common stock at a public offering price of $13.25 per share. The gross proceeds of the offering to the Company are expected to be approximately $19.3 million, before deducting the underwriting discounts and commissions and other estimated offering expenses. The closing of the offering is expected to occur on or about Dec. 11, 2020, subject to the satisfaction of customary closing conditions. Delcath intends to use the net proceeds from this offering for (i) the completion of its FOCUS Clinical Trial for Patients with Hepatic Dominant Ocular Melanoma, a global registration clinical trial that is investigating the primary endpoint of objective response rate, as well as other secondary and exploratory endpoints, in metastatic ocular melanoma, or mOM; (ii) preparation of the federal regulatory application for the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), or HEPZATO, a drug/device combination product regulated as a drug, designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects; (iii) preparation for the commercial launch of HEPZATO; (iv) continued clinical development, including additional indications and expanded access trials in metastatic ocular melanoma; and (v) general corporate purposes, which may include capital expenditures and other operating expenses. Canaccord Genuity and Roth Capital Partners are acting as joint book-running managers for the proposed offering. A shelf registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission and became effective on Dec. 21, 2018. A preliminary prospectus supplement relating to the offering was filed with the SEC on Dec. 8, 2020 and is available on the SEC's website at http://www.sec.gov. The final prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and also will be available on the SEC's website. Copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, by contacting Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, Suite 1200, Boston, MA 02110, by telephone at (617) 371-3900 or by email at prospectus@cgf.com or Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, Attention: Prospectus Department, or by telephone at (800) 678-9147. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System, or Melphalan/HDS, is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, Melphalan/HDS is approved for sale under the trade name Delcath CHEMOSAT Hepatic Delivery System for Melphalan. Delcath Systems reported a net loss of $8.88 million for the year ended Dec. 31, 2019, compared to a net loss of $19.22 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.56 million in total assets, $13.29 million in total liabilities, and $3.27 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 25, 2020 citing that the Company has a significant working capital deficiency, has incurred significant recurring 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. DIAMOND OFFSHORE: Sells Houston HQ While Navigating Ch. 11 ---------------------------------------------------------- Marissa Luck of CoStar News reports at energy company Diamond Offshore Drilling has sold its Houston headquarters as it navigates bankruptcy process. The company has sold an eight-story office tower in Houston’s Energy Corridor just months after filing for Chapter 11 bankruptcy protection and laying off at least 100 workers in a sign of how low energy demand is affecting real estate. Diamond Offshore leases back most of the eight-story office building. About Diamond Offshore Drilling Diamond Offshore Drilling, Inc., provides contract drilling services to the energy industry worldwide. The company operates a fleet of 15 offshore drilling rigs, including 4 drillships and 11 semisubmersible rigs. It serves independent oil and gas companies, and government-owned oil companies. The company was founded in 1953 and is headquartered in Houston, Texas. Diamond Offshore Drilling, Inc. is a subsidiary of Loews Corporation. As of Dec. 31, 2019, the Company had $5.83 billion in total assets, against $2.60 billion in total liabilities. Diamond Offshore Drilling, Inc., along with its affiliates filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32307) on April 26, 2020. The Honorable David R. Jones is the case judge. The Debtors' bankruptcy advisers include investment banker Lazard Freres & Co. LLC.; financial advisor Alvarez & Marshall North America LLC; and attorneys Porter Hedges LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP. Prime Clerk LLC is the claims agent. On May 11, 2020, the Office of the United States Trustee for the Southern District of Texas appointed the Official Committee of Unsecured Creditors. On June 11, 2020, the U.S. Trustee filed the Notice of Reconstituted Committee of Unsecured Creditors. No request for the appointment of a trustee or examiner has been made in these Chapter 11 Cases. DXP ENTERPRISES: Moody's Assigns B2 Rating on New $330MM Sec. Debt ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to DXP Enterprises Inc's proposed $330 million senior secured term loan due 2027 and affirmed its existing ratings, including the B1 Corporate Family Rating, B1-PD Probability of Default Rating and B2 rating on its existing senior secured term loan. The SGL-2 Speculative Grade Liquidity Rating is unchanged. The outlook was changed to negative from stable. The proceeds of the proposed term loan will be used to refinance its existing term loan facility and for general corporate purposes. "The change in DXP's rating outlook to negative reflects the combined effects of the weak operating environment and increased debt from the term loan issuance," stated James Wilkins, Moody's Vice President -- Senior Analyst. "DXP's ratings were affirmed based on its expectation that DXP's revenue and cash flow will grow in 2021, enabling its credit metrics to recover to levels supportive of its ratings." Assignments: Issuer: DXP Enterprises Inc Senior Secured Term Loan, Assigned B2 (LGD4) Affirmations: Issuer: DXP Enterprises Inc Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Secured Term Loan, Affirmed B2 (LGD4) Outlook Actions: Issuer: DXP Enterprises Inc Outlook, Changed to Negative from Stable RATINGS RATIONALE DXP has proposed the issuance of a new $330 million senior secured term loan due 2027 to refinance its existing term loan due 2023 that had $217.5 million outstanding at September 30, 2020. The proposed senior secured term loan is rated B2, one notch below the CFR, reflecting the lower priority of its claim relative to the borrowings under the ABL revolving credit facility. Under a distressed scenario the collateral available to term loan lenders likely will not be sufficient to cover the principal amount of the loan. Accordingly, Moody's believes the B2 rating on the term loan is more appropriate than the rating suggested by Moody's Loss-Given-Default (LGD) methodology. DXP's negative outlook incorporates the uncertainty over the pace of a recovery in DXP's revenue and profit margins in 2021 as well as the impact of the incremental debt on DXP's credit metrics. The company's credit metrics have weakened in 2020 due to lower revenue and profit margins, and the refinancing transaction will increase debt by approximately 50 percent, further increasing gross leverage. DXP's B1 CFR reflects its high exposure to cyclical end markets, modest scale for a distribution company with competitors having greater resources, single-digit operating margins (driven by its distribution business model) and a history of acquisitions. The oil & gas, chemical and other industrial markets in North America account for a significant portion of its revenue. DXP's revenue declined by almost 30% year-over-year in the second and third quarters of 2020 after the coronavirus pandemic resulted in a dramatic fall in spending by oil & gas companies and lower demand in other end markets. The oil & gas market, which accounted for 43% of revenues in 2019, provided only 29% of third quarter 2020 revenue. The company, which intends to diversify its revenue further in markets with more stable demand, has a history of bolt-on acquisitions that increase its geographic footprint or adds to its core product lines. Historically, it has partially funded acquisitions with equity, limiting the impact on its leverage. The company's last two acquisitions completed in the first quarter 2020 (Turbo Machinery Repair and Pumping Systems, Inc.) were funded with existing cash balances ($14.2 million) plus $2.0 million of DXP common stock. The company's margins do benefit from certain value-added activities. The rating has also been supported by moderate leverage and interest coverage credit metrics through the industry cycle, the diversity of its customer base and product lines, broad North American presence, positive free cash flow generation through cycles (as a result of low capital expenditure requirements, no common dividend and release of cash from working capital if revenue declines), a steady contractual, fee-based business in the Supply Chain Services segment and broad supplier base. The SGL-2 Speculative Grade Liquidity Rating reflects the company's good liquidity supported by Moody's expectations that it will generate positive free cash flow, a cash balance ($97 million as of September 30, 2020) and undrawn ABL revolving credit facility. DXP is also in the process of refinancing its ABL revolving credit facility with a new $135 million facility maturing in five years. The existing $135 million revolver, which is subject to a borrowing base and was undrawn as of Sept. 30, 2020, had availability of $114.3 million. DXP has some seasonality to its cash flows and working capital is a use of cash when revenue grows (working capital was a source of $76 million of cash in the second and third quarters of 2020 when revenue dropped). The company will be subject to two financial covenants--a maximum net secured leverage ratio under the proposed term loan agreement and a springing fixed charge coverage ratio of 1.0x under the proposed revolving credit facility. Moody's expects the company will remain in compliance with the financial covenants through 2021. The company is required to make principal repayments totaling one percent per year of the original term loan principal ($3.3 million per year). Following the refinancing transactions DXP will have no significant maturities until the new revolver matures in 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade in the company's ratings is constrained by its modest scale. However, an upgrade could be considered if the company's EBITA grew considerably to more than $300 million (2019 EBITA was $86 million), operating margin exceeds six percent on a sustained basis, and debt to EBITDA is less than 3.0x. The ratings could be downgraded if revenues decline meaningfully, operating margins fall below 4%, leverage exceeds 4.5x or the company does not produce positive free cash flow. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. DXP Enterprises Inc (NASDAQ: DXPE), headquartered in Houston, TX, is a distributor and service provider to the energy industry and industrial customers. It distributes maintenance, repair, operating (MRO) products and equipment, and provides integrated supply and other services. DXP also assembles rotating equipment packages and engages in limited pump manufacturing. EAGLE PCO: Seeks Approval to Tap Pendergraft & Simon as Counsel --------------------------------------------------------------- Eagle PCO LLC and Eagle Pressure Control LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Pendergraft & Simon LLP as their bankruptcy counsel. Pendergraft & Simon will render these legal services to the Debtors: (a) advise the Debtors with respect to their powers and duties; (b) conduct examinations; (c) prepare legal papers and advise the Debtors in connection with the termination or continued operation of their business; (d) represent the Debtors at the meeting of creditors; (f) represent the Debtors in all proceedings before the court and in any other judicial or administrative proceeding where their rights may be litigated or otherwise affected; (g) prepare, file, negotiate and prosecute a disclosure statement and plan of reorganization; (h) advise and consult with the Debtors concerning questions arising in the conduct of the administration of the estates and concerning their rights and remedies with regard to the estates' assets and the claims of secured, priority and unsecured creditors; (i) investigate pre-petition transactions and prosecution, if appropriate, preference and other avoidance actions arising under the Debtors' avoidance powers or any other causes of action held by the estates; (j) defend, if necessary, any motions to lift the automatic stay, contested matters or adversary proceedings, and analyze and prosecute any objections to claim; (k) appear before the court; (l) advise and assist the Debtors with real estate and business organizations issues related to their Chapter 11 cases; and (m) assist the Debtors in any matters relating to or arising out of their bankruptcy cases. The hourly rates for Pendergraft & Simon's attorneys and staff are: Leonard H. Simon $500 William P. Haddock $300 Senior paralegal/senior law clerk $200 Junior paralegal/senior law clerk $100 In addition, Pendergraft & Simon will seek reimbursement for out-of-pocket expenses incurred. Leonard Simon, Esq., at Pendergraft & Simon, disclosed in court filings that he and other attorneys of the firm neither hold nor represent any interest adverse to the estates and they are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leonard H. Simon, Esq. William P. Haddock, Esq. Pendergraft & Simon LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Telephone: (713) 528-8555 Facsimile: (713) 868-1267 Email: lsimon@pendergraftsimon.com whaddock@pendergraftsimon.com About Eagle PCO LLC Eagle PCO LLC and Eagle Pressure Control LLC sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 20-35474 and 20-35475) on Nov. 6, 2020. Eagle PCO was estimated to have $1 million to $10 million in assets and liabilities. Eagle Pressure was estimated to have less than $50,000 in assets and at least $1 million in liabilities. The Hon. Eduardo V. Rodriguez is the case judge. Pendergraft & Simon LLP, led by Leonard Simon, Esq., is the Debtors' counsel. EAGLE RANCH: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: Eagle Ranch Resort, LLC 9040 SE Highway J Collins, MO 64738-6188 Chapter 11 Petition Date: December 11, 2020 Court: United States Bankruptcy Court Western District of Missouri Case No.: 20-42109 Judge: Hon. Dennis R. Dow Debtor's Counsel: Tony D. Krukow, Esq. KRUKOW LAW OFFICES, LLC US Business 65 Hollister, MO 65672 Tel: (417) 336-3777 Email: tonykrukow@aol.com Total Assets: $1,637,309 Total Liabilities: $973,597 The petition was signed by Jerry Hennings, member. A copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R4KZ62Y/Eagle_Ranch_Resort_LLC__mowbke-20-42109__0001.0.pdf?mcid=tGE4TAMA ENERGIZER HOLDINGS: Moody's Rates New $1.2B Secured Term Loan Ba1 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Energizer Holdings, Inc.'s new $1.2 billion secured term loan offering due 2027. Moody's also assigned a Ba1 rating to the extended $400 million revolver expiring in 2025 that will replace the 2023 revolver. Moody's expects to withdraw the Ba1 ratings on the existing revolver expiring in 2023 and existing term loans upon completion of the refinancing. All other ratings for Energizer including the B1 Corporate Family Rating and the B1-PD Probability of Default Rating remain unchanged. The company's SGL-1 Speculative Grade Liquidity Rating and stable outlook are unaffected. Proceeds from the new offering will be used to refinance the $277 million remaining on the secured term loan A, the $194 million remaining on the secured term loan B, and its $600 million unsecured notes due in 2027. Proceeds will also be used to pay fees and expenses related to the proposed debt offering. The rating outlook is stable. The offering is credit positive because it extends the company's maturity profile and reduces cash interest expense. The next significant maturity is a $730 million unsecured note due July 2026. The following ratings/assessments are affected by the action: New Assignments: Issuer: Energizer Holdings, Inc. Senior Secured Bank Credit Facility, Assigned Ba1 (LGD2) RATINGS RATIONALE Energizer's B1 CFR reflects its concentration in the declining battery category that is facing a slow secular decline as consumer products are increasingly evolving toward rechargeable technologies. The ratings also reflect high event risk as Energizer has chosen to expand outside of the battery business -- through debt-financed acquisitions -- into totally unrelated businesses. The company's high financial leverage, with debt to EBITDA at about 6.0x for the fiscal year ended 9/30/2020, following the acquisition of the Spectrum assets in January 2019, also limits financial flexibility to invest and sustain the dividend. The company's 6.0x financial leverage is pro-forma for its recent repayment of the $750 million notes due 2026. Leverage reduction has underperformed Moody's projections at the time of the Spectrum acquisition reflecting lower than expected earnings and these weakly positions the company within the rating category. Moody's expects debt to EBITDA to improve by nearly a turn to about 5.3x over the next 12 to 18 months through a combination of earnings growth, boosted by cost and operational synergies, and debt repayment. However, leverage could well increase again should Energizer pursue additional debt-financed acquisitions. Energizer's ratings are supported by its leading market position in the single-use and specialized battery market, and portfolio of well-known brands in the battery and consumer car maintenance segments, and solid operating cash flow. Energizer's organic revenue growth was 2.5% for the fiscal year ended Sept. 30, 2020 driven by distribution gains and increased demand due to the impact of the coronavirus. Moody's expects demand for the company's battery business (77% of sales) and auto business (19%) to remain favorable over the next 12 months. The elevated demand for batteries reflects a high number of consumers working from home due to the coronavirus pandemic. Moody's expects Energizer's organic revenue growth to be around 0%-3% over the next year supported by volume gains and a slight pick-up in developed markets growth. That said, the company's profitability was negatively impacted by higher coronavirus related costs related to its workforce and higher sales of lower-margin products in certain geographies. This reduced EBITDA margin by about 50 basis points to 21.4% in fiscal year 2020. Moody's expects profitability to improve over the next 12 -18 months reflecting continued cost reduction initiatives and productivity improvements. While Energizer continues to generate good free cash flow of about $150-$200 million per annum, the company's continued share buys backs at a time when its profitability has been weaker than expected is aggressive. Environmental, Social and Governance considerations: In terms of Environmental, Social and Governance (ESG) considerations, the most important factor for Energizer's ratings are governance considerations related to its financial policies and environmental risk. Moody's views Energizer's financial policies as aggressive given its debt-financed acquisition of Spectrum into totally unrelated businesses. Energizer faces environmental risk from the disposal and recycling of batteries. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around its forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Energizer's high financial leverage will improve over the next 12 to 18 months through EBITDA growth and debt repayment. Moody's also assumes that Energizer's very good liquidity will provide flexibility to integrate Spectrum and to repay debt. The ratings could be downgraded if Energizer experiences significant operational disruption. Further, the ratings could be downgraded if the company's financial policies become increasingly aggressive, including additional debt funded acquisitions or shareholder returns. Moody's could also downgrade the ratings if the company's liquidity deteriorates or if debt to EBITDA is sustained above 5.5x. Moody's could upgrade the ratings if Energizer consistently generates organic revenue growth and maintains a stable to higher margin and improves credit metrics. Debt/EBITDA would need to be sustained below 4.5x before Moody's would consider an upgrade. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Energizer Holding, Inc. manufactures and markets batteries, lighting products, car fragrance and appearance, and engine additives around the world. The product portfolio includes household batteries, specialty batteries, portable lighting equipment and various car fragrance dispensing systems. Some key brands include Energizer, Eveready, Rayovac, STP, and ArmorAll. The publicly-traded company generates roughly $2.7 billion in annual revenues. EVCO HOMES: Seeks to Hire McNabb & Co. as Realtor ------------------------------------------------- Evco Homes, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ McNabb & Co. Real Estate Services, as realtor to the Debtor. Evco Homes requires McNabb & Co. to assist in the sale of its real properies located at 2302 Euclid Ave., Unit 1 and 2, Austin, Texas, and 100 Hague St., Hutto, Texas. McNabb & Co. will be paid a commission of 4.5% of the sales price. Cecily Miller, partner of McNabb & Co. Real Estate Services, 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. McNabb & Co. can be reached at: Cecily Miller MCNABB & CO. REAL ESTATE SERVICES 1920 Corporate Dr., Suite 201B San Marcos, TX 78666 Tel: (512) 667-9129 About Evco Homes EVCO Homes LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-51049) on June 1, 2020. The petition was signed by Misha McCauley, the Debtor's managing member. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Ronald B. King oversees the case. Langley & Banack, Inc., is the Debtor's counsel. Guerra Days Law Group, PLLC, as special counsel. EXACTUS INC: Unveils Restructuring and Costs Savings Plan --------------------------------------------------------- Exactus, Inc. announced a comprehensive review and restructuring plan designed to reduce costs, streamline a scalable marketing and sales organization, and optimize resources. "Recently we initiated an in depth review of our organizational structure, existing capabilities and goals," said Larry Wert, director of Exactus. "As a result of this review we have decided to take additional steps to re-align our business infrastructure in an effort to better position the company for future growth and to explore additional strategic options," said Mr. Wert. Key elements of the restructuring plan include the following: * Continuing the development and implementation of the Marketing Automation & Sales System (MASS) designed to automate workflow for the CBD industry and reduce required headcount in sales and marketing departments. * Elimination of 3 positions including accounting, sales and one executive. * Restructuring of outstanding debts and liabilities. * Comprehensive review of strategic options to maximize shareholder value which may include asset disposals, re- financings, mergers, and or acquisitions. * During Q3, 2020 the company reported a positive gross margin and anticipates finishing Q4, 2020 with a positive gross margin. Management continues to believe there is great opportunity for Exactus, and will navigate with relentless fiscal responsibility. About Exactus Exactus Inc. (OTCQB:EXDI) -- http://www.exactusinc.com-- is a producer and supplier of hemp-derived ingredients and feminized hemp genetics. Exactus is committed to creating a positive impact on society and the environment promoting sustainable agricultural practices. Exactus specializes in hemp-derived ingredients (CBD/CBG/CBC/CBN) and feminized seeds that meet the highest standards of quality and traceability. Through research and development, the Company continues to stay ahead of market trends and regulations. Exactus is at the forefront of product development for the beverage, food, pets, cosmetics, wellness, and pharmaceutical industries. Exactus reported a net loss of $10.22 million for the year ended Dec. 31, 2019, compared to a net loss of $4.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $3.11 million in total assets, $5 million in total liabilities, and a total stockholders' deficit of $1.89 million. RBSM LLP, in Henderson, NV, the Company's auditor since 2014, issued a "going concern" qualification in its report dated May 22, 2020, citing that the Company has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FAIRSTONE FINANCIAL: Moody's Affirms B1 CFR, Outlook Developing --------------------------------------------------------------- Moody's Investors Service affirmed Fairstone Financial Inc.'s B1 corporate family rating and senior unsecured rating. Concurrently Moody's has changed the outlook to developing. The rating affirmation and change in outlook follows the announcement by Fairstone that the firm and Duo Bank of Canada (not rated by Moody's) are working towards closing the previously announced transaction to acquire all outstanding shares of Fairstone. The developing outlook on Fairstone's corporate family rating reflects Moody's view that there could be positive or negative pressure on the rating depending on the evolution of the Fairstone's credit profile under the pending acquisition. Affirmations: Issuer: Fairstone Financial Inc. LT Corporate Family Rating, Affirmed B1 Senior Unsecured Regular Bond/Debenture (Foreign Currency), Affirmed B1 Outlook Actions: Issuer: Fairstone Financial Inc. Outlook, Changed to Developing from Stable RATINGS RATIONALE The change in outlook to developing from stable is driven by the preliminary agreement between Fairstone and Duo Bank to resume the acquisition after the recent ruling by the Ontario Superior Court in favor of Fairstone, which directed Duo Bank to close the transaction that was agreed upon in February 2020. Whilst the acquisition has gotten a green light, the rating action recognizes the uncertainties around the future of the business models, strategic direction, financial policies as well as the regulatory constraints that may develop following the acquisition of a non-bank entity and the final timing and execution of the agreement. The developing outlook balances the potential for an improvement in Fairstone's credit worthiness of being owned by bank with bank oversight and better funding profile with the risks of uncertainties regarding the future strategic and financial directions of Fairstone under the new ownership. Notwithstanding the above, the B1 CFR reflects Fairstone's solid franchise as a leading provider of alternative financial services within Canada's subprime consumer lending market. Fairstone's key credit strengths include a favorable industry structure with few participants, which supports strong margins, a long-tenured management team in an organization that has operated in Canada for close to 100 years, and granular consumer receivables that reduce concentration risks relative to other finance company business models. These strengths are offset by an operating environment with high household consumer debt levels, significant reliance on confidence-sensitive securitization funding, and a business model that is susceptible to significant regulatory disruption from reputational events. The ratings incorporate the company's evolving funding profile, which has significant reliance on securitization, as well as susceptibility to regulatory threats to its pricing and business practices. The ratings also reflect Fairstone's improving profitability through 2020. In Moody's view, strong asset quality and profitability performance this year through the coronavirus pandemic was partly driven by government support measures for consumers. While the Canadian government has publicly stated that it will support its citizens through a more generous employment insurance benefits which lasts at least until September 2021, Moody's believes asset quality performance will deteriorate once government stimulus funds recede. However, Moody's expects any increase in future losses to be absorbed through earnings and not negatively impact capital. The B1 senior unsecured rating reflects its application of its loss given default considering the instruments position in Fairstone's capital stack. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Fairstone's ratings could be upgraded if the firm strengthens its market access, significantly reduces its reliance on securitization and/or significantly decreases its secured debt to gross tangible assets for a sustained period while maintaining stable asset quality performance and profitability amid disciplined growth. Additionally, Fairstone's ratings can be upgraded if Moody's deems the acquiror of better credit quality which directly or indirectly could benefit Fairstone's creditors through stronger bank like oversight, access to more stable funding, as well as broader opportunities for synergies and the costs of achieving them post acquisition Fairstone's ratings could be downgraded if Fairstone experiences a sustained decline in profitability or capitalization compared to Moody's expectations or should regulatory changes adversely impact its business model, particularly profitability. The rating can also be downgraded if Moody's deems the acquiror of worse credit quality which may present reputational or financial risk to existing creditors. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. FERRELLGAS PARTNERS: Plans Restructuring to Keep Business Going --------------------------------------------------------------- Steve Vockrodt of The Kansas City Star reports that the Overland Park, Kansas-based company, Ferrellgas Partners, plans a restructuring to keep going. Ferrellgas, the Overland Park-based propane distributor that's been burdened by debt, announced a capital restructuring that it says allows the company to remain independent and will involve its holding company filing for bankruptcy soon. Ferrellgas said the arrangement will give its operating company, known as Ferrellgas LP and which will not be part of the Chapter 11 bankruptcy proceedings, liquidity and will suffer no disruptions of its business. Ferrellgas employs about 5,000 workers across the country, including about 500 in the Kansas City area. It is best known for its Blue Rhino brand of propane tanks used for gas grills and water heaters, among other things. "This agreement is an important milestone to allow us to eliminate debt overhang, strengthen our financial position, and partner with our institutional noteholders that recognize the value and growth potential in our enterprise," said Ferrellgas chief executive and board chairman James Ferrell in a statement. Ferrellgas Partners LP, the holding company for the broader Ferrellgas enterprise and which technically has no employees, will file what's known as a pre-packaged bankruptcy, which means it has negotiated a restructuring with its creditors ahead of entering bankruptcy. About Ferrellgas Partners Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., and subsidiaries, serves propane customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrellgas reported net loss of $64.54 million for the year ended July 31, 2019, a net loss of $256.82 million for the year ended July 31, 2018, and a net loss of $54.50 million for the year ended July 31, 2017. As of Jan. 31, 2020, the Company had $1.47 billion in total assets, $754.88 million in total current liabilities, $1.73 billion in long-term debt, $84.55 million in operating lease liabilities, $45.26 million in other liabilities, and a total partners' deficit of $1.14 billion. * * * As reported by the TCR on Oct. 22, 2019, S&P Global Ratings lowered its issuer credit rating on Ferrellgas Partners L.P. to 'CCC-' from 'CCC'. The downgrade was based on S&P's assessment that Ferrellgas' capital structure is unsustainable given the upcoming maturity of its $357 million notes due June 2020. As reported by the TCR on March 18, 2020, Moody's Investors Service downgraded Ferrellgas Partners L.P.'s Corporate Family Rating to Caa3 from Caa2. "Ferrellgas's downgrade is driven by the company's continued high financial leverage and the very high likelihood that the partnership will complete a full debt recapitalization in the near-term," said Arvinder Saluja, Moody's vice president. FILTRATION GROUP: S&P Rates New EUR175MM First-Lien Term Loan 'B' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Filtration Group Corp.'s (FGC) proposed EUR175 million incremental first-lien term loan due March 2025. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. The company plans to use the proceeds from this incremental term loan (net of transaction fees and expenses) to acquire a filtration business. The debt-financed acquisition will likely increase FGC's debt leverage. S&P said, "However, we believe the company's performance in the second half of 2020 has been better than we previously expected due to the strength of its life science end markets and management's cost-reduction activities. Specifically, we estimate its S&P-adjusted debt leverage will be approximately 7.5x as of the end of 2020 before falling to about 7.0x or below by the end of 2021. Therefore, our 'B' issuer credit rating and stable outlook on FGC are unchanged." "Our forecast assumes FGC will not undertake any material debt repayment over the next 12 months and that organic and inorganic growth will reduce its leverage in 2021. We believe the company's substantial cash balance, estimated at more than $200 million, and our forecast for free cash flow generation of about $100 million over the next 12 months will provide it with some capacity for further small- to medium-size acquisitions. Considering the $400 million debt-financed dividend FGC completed in October 2020, additional payments to its shareholders would indicate a more aggressive financial policy which could pressure our rating." ISSUE RATINGS--RECOVERY ANLAYSIS Key analytical factors -- S&P's simulated default scenario assumes a payment default occurring in 2023. This scenario contemplates a broad decline in business activity in FGC's key end markets, the late adoption of new technologies, and increased competition from its more-established business counterparts, leading to a significant decrease in its revenue. -- S&P values the company on a going-concern basis. It bases the gross enterprise value of $1.27 billion on an emergence EBITDA of $230 million and a valuation multiple of 5.5x. This valuation multiple reflects FGC's replacement and recurring demand patterns, which S&P views favorably. -- S&P's recovery analysis assumes that in a default, after satisfying unpaid priority and administrative expenses, the first-lien secured debtholders would see meaningful (50%-70%; rounded estimate: 50%) recovery. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $230 million -- EBITDA multiple: 5.5x -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value at default (after 5% administrative costs): $1.20 billion -- Valuation split (obligor/nonobligor): 60%/40% -- Priority claims: $9 million -- Value available for first-lien creditors (collateral/unpledged value): $1.03 billion/$167 million -- Estimated first-lien debt claims: $2.27 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) -- Value available to unsecured claims: $167 million -- Deficiency claims on secured debt: $1.24 billion -- Total unsecured claims: $1.24 billion -- Recovery expectations: Not applicable Note: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P generally assumes usage of 85% for cash flow revolving facilities at default. FIRST RESPONSE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: First Response Fire Protection Inc. 49904 Gratiot Ave New Baltimore, MI 48051 Chapter 11 Petition Date: December 10, 2020 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 20-52260 Debtor's Counsel: Ernest M. Hassan, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Email: ehassan@sbplclaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Scott Sharpe, president. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MJGDMRY/First_Response_Fire_Protection__miebke-20-52260__0001.0.pdf?mcid=tGE4TAMA FLEXERA SOFTWARE: Moody's Affirms B2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Flexera Software LLC's B2 Corporate Family Rating and B2-PD Probability of Default Rating. Concurrently, Moody's upgraded Flexera's existing first lien senior secured term loan rating to B1 from B2 and assigned a B1 to Flexera's new $65 million first lien senior secured revolving credit facility and $285 million incremental first lien term loan. Moody's plans to withdraw the rating of the existing senior secured revolver due 2023, which is being replaced by the new Revolver. The outlook is stable. Thoma Bravo will use the net proceeds from the incremental first lien term loan and a new second lien term loan (unrated), along with cash equity, to purchase a majority equity stake in Flexera from the existing financial sponsors, Ontario Teachers' Pension Plan and TA Associates. Upgrades: Issuer: Flexera Software LLC Senior Secured First Lien Term Loan, Upgraded to B1 (LGD3) from B2 (LGD4) Affirmations: Issuer: Flexera Software LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Assignments: Issuer: Flexera Software LLC Senior Secured First Lien Revolving Credit Facility, Assigned B1 (LGD3) Senior Secured First Lien Non-Fungible Incremental First Lien Term Loan, Assigned B1 (LGD3) Outlook Actions: Issuer: Flexera Software LLC Outlook, Remains Stable RATINGS RATIONALE The B2 CFR reflects Flexera's high financial leverage given the company's small revenue scale reflecting the relatively narrow portfolio of core software products. Flexera's product portfolio faces intense competition and slow growth in some of the mature products serving the software producer end market. The rating is also constrained by Flexera's aggressive financial policy, which includes the liberal use of debt funding for acquisitions. This is a key corporate governance consideration under Moody's ESG framework. Moody's expects that periods of deleveraging due to EBITDA growth will be followed by discrete jumps in financial leverage upon acquisitions and debt financed shareholder returns. High financial leverage limits Flexera's financial flexibility, which magnifies the impact of any performance deterioration. Flexera benefits from its large installed base of customers, substantial levels of recurring revenues with high renewal rates, and modest capital expenditure requirements. The company's strong margin profile, with EBITDA margins (Moody's adjusted) in the low 50% level and stable business profile, allows Flexera to generate consistent FCF. The positive secular trends in the software asset management sector and Flexera's history of successfully deleveraging through profit growth following debt-financed transactions also support the credit profile. The stable outlook reflects Moody's expectation that Flexera's revenue will grow organically in the low to mid-single digit range, driven by an improving global economy and growing market for software asset management. Moody's expects that Flexera will experience near term margin pressure, since the company will need to increase staffing in 2021 to support the recovering end market demand following Flexera's deep operating expense reductions in 2020. Although organic growth should drive operating leverage, increasing EBITDA, Moody's expects debt to EBITDA will remain above 7.5x (Moody's adjusted) for the next two years. Still, Moody's expects that Flexera will benefit from continued healthy FCF generation, with FCF to debt (Moody's adjusted) maintained in the mid-single digits over the next 12 to 18 months. Moody's expects that Flexera will maintain a good liquidity profile over the next 12 months. Pro forma for the transaction, the company's sources of liquidity consist of a cash balance of $75 million and the new $65 million undrawn Revolver. Over the next 12 months, Moody's anticipates that the company will generate in excess of $90 million of FCF. Flexera's new Revolver will have a springing first lien net leverage covenant set at 8.75x and triggered at 35% Revolver utilization. Moody's anticipates Flexera will maintain good cushion under this covenant over at least the next 12 months. The B1 ratings for Flexera's first lien debt (the existing and new incremental term loans and the Revolver), one notch above the B2 CFR, reflect the secured debt's seniority in the collateral relative to the second lien term loan (unrated). The B1 ratings for the new Revolver and the new incremental first lien senior secured term loan are subject to review of the final terms and debt allocation. Should the proportion of first lien debt relative to second lien debt increase, this could produce downward ratings pressure on the first lien debt. The debt (Revolver, first lien and second lien debt) is secured by substantially all the tangible and intangible assets of the borrower and its domestic subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Flexera increases revenue scale, sustains leverage of about 4.5x debt to EBITDA (Moody's adjusted), and demonstrates a more conservative financial policy. The ratings could be downgraded if Flexera fails to grow organically, EBITDA margins decline, leverage is not on track to decline below 6.5x debt to EBITDA (Moody's adjusted), or FCF to debt (Moody's adjusted) is sustained in the low single digit percentage range. The deterioration in liquidity could also pressure ratings. The principal methodology used in these ratings was Software Industry published in August 2018. Flexera is a provider of software asset management products to enterprises and software suppliers. For software buyer customers, products include software license optimization, IT asset data platform, software vulnerability management and application readiness. For supplier customers, products include software monetization, software installation and software composition analysis. Flexera will be majority owned by funds affiliated with Thoma Bravo, with Ontario Teachers Pension plan and TA Associates holding minority equity positions. Revenue, pro forma for recent acquisitions was in the low $400 million range for the latest twelve months period ending September 30th, 2020. FMTB BH: Appeal of Sept. 2 Decision in Contract Row Dismissed ------------------------------------------------------------- Judge Allyne R. Ross of the United States District Court for the Eastern District of New York dismisses the appeal filed by 1988 Morris Ave LLC, 1974 Morris Ave LLC, 700 Beck Street LLC, 1143 Forest Ave LLC, and 1821 Topping Ave LLC for lack of subject-matter jurisdiction. As part of its bankruptcy proceedings, FMTB BH LLC brought an adversary proceeding against 1988 Morris Ave LLC, 1974 Morris Ave LLC, 700 Beck Street LLC, 1143 Forest Ave LLC, and 1821 Topping Ave LLC, seeking specific performance of five contracts of sale to purchase five parcels of real property. Appellants then brought breach-of-contract counterclaims for FMTB's failure to make monthly mortgage payments required under two of these contracts. After holding trial, the Bankruptcy Court for the Eastern District of New York, in its September 2, 2020 Decision, found that FMTB "did not default under the contracts by failing to appear and tender performance on law day because the Defendants breached the contracts and were unable to transfer the properties in compliance with the contracts." The Bankruptcy Court, however, held that it could not order specific performance of the contracts or damages for FMTB's failure to pay the required monthly mortgage payments because both claims "must be addressed in the context of the Plaintiff's bankruptcy case and the Bankruptcy Code." The Bankruptcy Court explained that any relief was premature because FMTB had not shown it was entitled to assume the contracts under 11 U.S.C. Section 365. It noted that "if FMTB ultimately assumes the contracts, it must cure its default in failing to pay the monthly mortgage payments it owes to 1988 Morris Ave LLC and 1821 Topping Ave LLC. If it does not, then those entities may have pre-petition claims for those amounts. Under either scenario, entry of a post-petition judgment on pre-petition claims would be inappropriate." The Bankruptcy Court issued an accompanying order dismissing FMTB's claim to assume the contracts and the Defendants' counterclaims with prejudice. On September 11, 2020, the Appellants filed their appeal, seeking review of the September 2 decision and order. FMTB argued that the September 2 decision and order are not final under 28 U.S.C. Section 158(a)(1) because the Bankruptcy Court "expressly declined to award the relief requested and left the matter open to be decided based on further motion practice." The Appellants contended that the decision and order are final because they "determined the liability and damages in the adversary proceeding" and "no further action is anticipated or required" in that proceeding. Judge Ross explained that the appeal pertains only to the Bankruptcy Court's September 2 decision and its accompanying order. She noted that while the Appellants challenge several legal conclusions and findings of fact within the Bankruptcy Court's analysis in deciding Plaintiff's five distinct claims for the specific performance of five contracts, these issues are not final. Judge Ross further explained that the Bankruptcy Court "dismissed both FMTB's specific performance claims and appellants' breach-of-contract counterclaims without prejudice, finding them premature before the court determined whether FMTB could assume the contracts at issue." She added that the September 2 decision and order could not have resolved all the issues pertaining to either FMTB's specific performance claim or Appellants' breach-of-contract counterclaims because the Bankruptcy Court did not determine the "proper relief." Judge Ross held that when a decision in an adversary proceeding leaves relief as an open question, it cannot be final, even if it does so because relief must be obtained through the separate bankruptcy case. The case is 1988 MORRIS AVENUE LLC, 1974 MORRIS AVENUE, LLC, 700 BECK STREET LLC, 1143 FOREST AVENUE, LLC and 1821 TOPPING AVENUE, LLC, Defendants-Appellants, v. FMTB BH LLC, Plaintiff-Appellee, Case No. 20-CV-4296 (ARR) (E.D.N.Y.). A full-text copy of the Opinion and Order, dated December 7, 2020, is available at https://tinyurl.com/y4y932fm from Leagle.com. About FMTB BH LLC FMTB BH LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42228) on April 23, 2018. In the petition signed by Martin Ehrenfeld, managing member, the Debtor disclosed $3.94 million in assets and $1.23 million in liabilities. FMTB BH LLC is under contract to purchase five separate real properties located at 1821 Topping Avenue, Bronx New York, which is owned by 1821 Topping Avenue LLC; 1974 Morris Avenue, Bronx, New York, which is owned by 1974 Morris Avenue LLC; 1988 Morris Avenue, Bronx, New York, which is owned by 1988 Morris Avenue LLC; 770 Beck Street, Bronx, New York, which is owned by 700 Beck Street LLC; and 1143 Forest Avenue, Bronx, New York, which is owned by 1143 Forest Avenue LLC. The five properties have a combined purchase price of $3.10 million. The Debtor's filing was precipitated by its need to close on the contracts of sale for the properties or risk losing its $845,000 deposit, in addition to paying back its creditors, which it cannot do without closing on the properties. Judge Carla E. Craig presides over the bankruptcy case. The Debtor tapped Robinson Brog Leinwand Greene Genovese & Gluck P.C. as its legal counsel. FOXWOOD HILLS: Hires Red Hot Homes as Real Estate Broker -------------------------------------------------------- Foxwood Hills Property Owners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Red Hot Homes at Keller Williams Western Upstate/Clemson, as real estate broker to the Debtor. The Debtor is the property owners association responsible for the maintenance, operation and management of roadways, certain real estate and amenities for the Foxwood Hills community (the "Community"), a development located on Lake Hartwell in Oconee County, South Carolina, comprised of approximately 4,100 lots. The real property owned by the Association includes a clubhouse, a pool, tennis courts, a parking area, other improvements, substantial common areas and certain residential lots. The Debtor owns a total of approximately 605 lots in the Community, of which 484 are available for sale. Red Hot Homes will assists the Debtor in the marketing and sale of the lots in the Community. Red Hot Homes will be paid a commission of 10% of the sales price. Susan Mangubat, realtor of Red Hot Homes at Keller Williams Western Upstate/Clemson, 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. Red Hot Homes can be reached at: Susan Mangubat RED HOT HOMES AT KELLER WILLIAMS WESTERN UPSTATE/CLEMSON 133 Thomas Green Blvd. Suite Clemson, SC 29631 Tel: (864) 650-4242 About Foxwood Hills Property Owners Association, Inc. Foxwood Hills Property Owners Association, Inc. is an organization of owners of Foxwood Hills -- a lake front community of primary and vacation homes nestled in the northwest corner of Oconee County, S.C. Foxwood Hills Property Owners Association filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 20-02092) on May 8, 2020. At the time of the filing, the Debtor disclosed $4,253,427 in assets and $219,780 in liabilities. Judge Helen E. Burris oversees the case. Nexsen Pruet, LLC is the Debtor's legal counsel. FR BR HOLDINGS: Fitch Affirms B- LT IDR; Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed FR BR Holdings, L.L.C.'s Long-Term Issuer Default Rating at 'B-'. In addition, Fitch has affirmed the rating for FR BR's $498 million senior secured Term Loan B due 2023 at 'B-'/'RR4'. The Rating Outlook has been revised to Stable from Negative. The Outlook revision to Stable from Negative reflects a change in the dividend policy that, in Fitch's opinion, preserves a reasonable level of dividends to support FR BR's note while addressing the needs at Blue Racer. The Sponsors, First Reserve and The Williams Company, Inc, (BBB/Stable) approved a new distribution policy for Blue Racer that will reduce distributions to its sponsors until Blue Racer's total net consolidated leverage is less than 4.0x. The new policy resulted in a 54% cut in dividend in 3Q20. Leverage for Blue Racer for the last 12 months ended Sept. 30, 2020, as measured by total debt with equity credit/ operating EBITDA under Fitch's calculation, was 4.4x. With the reduced capital spending and economic headwinds faced by exploration and production producers, Fitch believes volume growth at Blue Racer will not return until 2H2021 into 2022. Fitch estimates that Blue Racer's leverage will fall below 4.0x by mid-to-late 2022, and consequently, FR BR's leverage will exceed the negative sensitivity of 6.0x in 2021 and decline to below 6.0x in 2022 as dividends return to historic levels. In the past, the sponsors have reinvested dividends on an ad hoc basis, and in 2020, funded a reserve for growth capital to manage leverage at Blue Racer. The ratings reflect the structural subordination of FR BR's term loan to Blue Racer's $1.35 billion secured revolver and term loans. Concerns also include cash flow concentration derived solely from its interest in Blue Racer Midstream, LLC (B+/Stable), a midstream operator in the Appalachian Basin that is subject to volume risk and limited by the size and scale of its operations. KEY RATING DRIVERS Significant Structural Subordination: The primary rating concern for FR BR is that dividends from Blue Racer are FR BR's sole source of cash flow with no diversity in the revenue stream. FR BR's term loan is effectively subordinate to the operating and cash flow needs at Blue Racer, as well as any borrowings on Blue Racer's $1 billion revolving credit facility and $1.0 billion senior unsecured notes. New Dividend Policy Provides Certainty: Fitch believes FR BR's distributions may be pressured in the near term as the new dividend policy cuts dividends by over 50% to support Blue Racer in reducing leverage. Under the sponsor approved policy, if total net leverage at Blue Racer is greater than 4.0x, dividends to FR BR will be limited to an amount sufficient to support fixed charges required under the loan covenant. Under the rating case, Fitch estimates that dividends to FR BR will be reduced to about $11 million-$12 million a quarter until mid-to-late 2022 when leverage at Blue Racer will decline below the 4.0x trigger. The reduced distributions in 2021 will spike leverage at FR BR above 6.0x before declining below the negative rating sensitivity of 6.0x when full distributions resume in 2022. Continued sponsor support: A clearly defined dividend policy provides stability, in Fitch's opinion, to reduce some volatility in distributions as Blue Racer approaches its large maturity wall beginning in March 2022. Over 77% of Blue Racer's debt matures by November 2022. Blue Racer's owners, unlike most midstream companies, reinvested their dividends on an ad hoc basis into Blue Racer in 2019-3Q20 to support operations and help lower leverage while pursuing growth capital spending. In November 2020, Williams purchased 41% of Caiman's interest, increasing its share in Blue Racer to nearly 50% from the original 29% interest through its stake in Caiman. Fitch believes the acquisition provides opportunities to improve the utilization of Blue Racer's assets and demonstrates support with its approval of the dividend policy. Cash Flow Concentration: Fitch's ratings reflect the credit quality of the cash flow stream from Blue Racer, which is an equity distribution supported by revenue and cash flow from 'B' to 'BB' rated counterparties. Given the economic headwinds and reduced producer capital investment and drilling activity, Fitch believes a return to volume growth at Blue Racer will be delayed until late 2021 into 2022. Fitch believes that if revenues from Blue Racer are impaired for any reason, such as counterparty performance, volume underperformance, or increased costs, Blue Racer's distributions could decline and pressure FR BR. Credit Metrics Volatile: Fitch believes leverage could fall below the negative sensitivity of 6.0x by 2022, when dividends return to historic levels following a spike in 2021, which was higher than previously expected, following the dividend cut at Blue Racer. Leverage for the LTM ended Sept. 30, 2020, as measured by Fitch calculated total debt with equity credit/operating EBITDA, was 4.6x. In addition to the dividend cut, cash flow will slow as volume growth at Blue Racer will not resume until 2H2021 under Fitch's rating case. Under FR BR's note provisions, the excess cash flow sweep provision mandates FR BR to sweep 75% of its excess cash flow when leverage is above 6.5x to prepay the notes. Refinancing Risk: Refinancing is an approaching concern for FR BR in 2023, coming one year after 77% of Blue Racer's obligations mature in 2022. While the term loan has some mandatory amortization and a cash flow sweep provision, the loan will not be fully amortized by the term loan maturity in 2023. A refinancing or sale of assets will be needed to repay the maturing debt. FR BR could face unfavorable refinancing markets in three years, or an inability to monetize its equity interests in Blue Racer if there are operating issues at Blue Racer, or the dividend stream comes under pressure and negatively affects FR BR's ability to service its debt. FR BR Holdings, L.L.C.'s ESG Relevance Score for Financial Transparency was revised to '4' from '3', as private-equity backed midstream holding companies typically have less financial disclosure transparency than publicly traded issuers. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY The closest direct comparable for FR BR within Fitch's midstream coverage universe is GIP III Stetson I, L.P. and GIP III Stetson II, L.P. (collectively GIP Stetson; B-/Stable). GIP Stetson's sole source of cash flow is its quarterly dividend payments from a non-controlling, minority interest in EnLink Midstream LLC. For GIP Stetson, its IDRs and ratings reflect structural subordination, in which GIP Stetson's term loan is junior to the senior debt and preferred security at EnLink, a similar cash flow structure to FR BR. GIP Stetson's dividend was cut by over 50% in 1Q20, triggering a spike in leverage, similar to FR BR. In terms of leverage, FR BR is more favorably positioned, as Fitch expects leverage for GIP Stetson to rise above 10x for 2020-2021, compared to over 6.0x during 2021 for FR BR before trending below the negative sensitivity of 6.0x in 2022. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer: -- Base case distributions to FR BR are consistent with Fitch's base case dividends paid from Blue Racer and account for FR BR's 50% ownership stake. -- The loan is repaid based on the cash sweep requirements under the term loan agreement. -- New sponsor approved dividend policy. For the Recovery Rating, Fitch utilized a going-concern approach with a 6x EBITDA multiple, which is an approximation of the multiple seen in recent reorganizations in the energy sector. There have been a limited number of bankruptcies and reorganizations within the midstream sector. Two recent gathering and processing bankruptcies of companies indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best estimates. In its recent Bankruptcy Case Study Report, "Energy, Power and Commodities Bankruptcies Enterprise Value and Creditor Recoveries," published in April 2019, the median enterprise valuation exit multiplies for 35 energy cases for which this was available was 6.1x, with a wide range. Fitch assumed a default driven by the suspension of distributions from Blue Racer for a two-quarter period in 2023, coincident with the loan maturity leading to a default at FR BR and a restructuring of the term loan. The GC EBITDA is estimated at roughly $43 million. The GC EBITDA is similar to the last recovery analysis done in April 2020 ($42 million). Fitch calculated administrative claims to be 10%, which is a standard assumption. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Positive Rating action at Blue Racer: Absent any changes to any other factors, Fitch would seek to maintain the three-notch separation between the IDRs. -- Increased ownership in Blue Racer by FR BR, which would give FR BR the ability to control the dividend policy at Blue Racer and could result in a closer notching of the IDRs. -- Increased dividend diversification at FR BR without an increase to current leverage profile. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Negative ratings action at Blue Racer. -- A decrease in dividends up to FR BR or an increase in debt at FR BR that results in leverage, as measured by standalone total debt/distributions (50% of the quantity EBITDA less interest expense less maintenance capital), from Blue Racer increasing to above 6.0x on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Liquidity Needs Limited: FR BR is an investment holding company with little liquidity needs. Its term loan has relatively few covenant requirements. Fitch expects dividends to FR BR to be more than enough to support its mandatory 1% amortization and minimum debt-service coverage ratio of 1.1x for the forecast period 2020-2023. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch adjusts the financial statements to reflect the dividends from Blue Racer as revenue. As an equity owner of Blue Racer, dividends to FR BR are reported on the cash flow statement as "Proceeds from Investments," not operating revenue. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS FR BR has an ESG Relevance Score of '4' for Group Structure and Financial Transparency, as private-equity backed midstream entities typically have less structural and financial disclosure transparency than publicly traded issuers. The score of '4' for Group Structure reflects the complex group structure amongst Blue Racer and its Sponsors, FR BR and Williams, compared to publicly traded companies. These factors have a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. FREEPORT-MCMORAN: Moody's Alters Outlook on Ba1 CFR to Stable ------------------------------------------------------------- Moody's Investors Service changed the outlooks for Freeport-McMoRan Inc and Freeport Minerals Corporation to stable from negative. Moody's also affirmed FCX's Ba1 Corporate Family Rating, Ba1-PD probability of default rating, its Ba1 senior unsecured notes rating and its (P)Ba1 shelf rating for senior unsecured notes. The Baa2 guaranteed senior unsecured notes rating for Freeport Minerals Corporation was also affirmed. The Speculative Liquidity Grade rating remains SGL-1. "The change in outlook to stable reflects the significant improvement in FCX's performance in the second half of 2020 on the strong recovery in copper prices, high gold prices, which have contributed to an improved cost position in Indonesia, continued improvement in copper and gold production and sales as the transition to underground mining in Indonesia continues to ramp up, and the restoration of production at Cerro Verde following the Peruvian government-mandated curtailment in March 2020 due to the coronavirus" said Carol Cowan, Moody's Senior Vice President and lead analyst for FCX. "The continued maintenance of an excellent liquidity profile also supports the outlook change and the rating affirmation" added Cowan. Affirmations: Issuer: Freeport Minerals Corporation Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 (LGD2) Issuer: Freeport-McMoRan Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Shelf, Affirmed (P)Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4) Issuer: Freeport Minerals Corporation Outlook, Changed To Stable From Negative Issuer: Freeport-McMoRan Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE FCX's credit profile incorporates its 1) leading position in the global copper market as a low-cost producer, 2) the scale of its cost-competitive copper mines, 3) the significant gold mineralization and increasing production profile at the Indonesian operations as underground mining ramps up and 4) its geographic footprint with operations in the US, South America, and Indonesia. While metrics were stretched in 2019 due largely to the transition to underground mining in Indonesia and then in the first half of 2020 due to the impact of the coronavirus, the better than expected improvement in the second half of 2020 on a solid rebound in copper prices on the earlier economic recovery in China relative to the rest of the world, strong gold prices on geopolitical concerns and weak economic growth in the world outside China, and continued performance improvement expected in 2021 as Grasberg continues to ramp up support the rating. Higher sales volumes together with the recovery in copper prices (currently over $3.00/lb up from the low point reached in mid-March of roughly $2.10/lb contributed to revenue improvement. Importantly, with the continued successful ramp of the Grasberg mine, gold sales in the third quarter increased roughly 27% sequentially to 234,000/ozs. This was a contributing factor in the decrease in unit cash costs to $1.32/lb from $1.47/lb in the 2nd quarter and in conjunction with the improved revenue generation resulted in operating income advancing over 100% sequentially to $880 million and turning positive on a nine-month basis from the operating loss reported for the six months ended June 30, 2020. While Moody's believes copper, prices are somewhat overheated on trading activity and economic growth expectations, they are expected to remain solid while gold prices will also continue to show strength on global economic, political and trading concerns. Additionally, copper remains well-positioned from a demand perspective over the medium to longer-term on growth in Battery Electric Vehicle production and required infrastructure requirements, as well as an expected copper deficit position on new market demands. The performance in the 4th quarter is expected replicate the improvement seen in the 3rd quarter and FCX is now expected to be free cash flow generative in the 4th quarter and for the year. Based upon an average copper price of $2.73/lb and gold price of $1,400/oz in 2020, EBITDA is expected to be approximately $3.5 billion and using the high end of its sensitivity range of $2.75/lb for copper and $1,400/oz for gold, increase to around $5 billion in 2021 on a higher production and sales profile for both copper and gold, not only from the continued ramp up in Indonesia but also from the recently completed Lone Star copper leach project in Arizona, and an overall lower cost position, largely due to the increased gold production from Indonesia. Consequently, debt protection metrics are expected to improve with debt/EBITDA improving to around 3.3x in 2020 from 4.1x on a Moody's adjusted basis for the twelve months through September 30, 2020 and strengthen further in 2021. The SGL-1 speculative grade liquidity rating considers FCX's excellent liquidity including its $2.4 billion cash position at Sept. 30, 2020 and borrowing availability of approximately $3.48 billion ($13 million in letters of credit issued) under its $3.5 billion unsecured revolving credit facility (RCF - $3.28 billion matures April 20, 2024 and $220 million maturing April 20, 2023). Financial covenants were amended in June 2020 to provide flexibility and included the suspension of the total leverage ratio through June 2021 with a ratio of 5.25x commencing in the quarter ending Sept. 30, 2021 and stepping down to 3.75x beginning Jan. 1, 2022. In addition, there was a reduction in the interest expense coverage ratio to a minimum of 2.00x through December 2021 with a 2.25x requirement commencing January 1, 2022. A minimum liquidity requirement was implemented at $1.0 billion quarterly through June 30, 2021. Restrictions were also placed on common stock dividend payments. FCX has the option to revert to the prior covenants if this additional flexibility is no longer perceived to be needed. During 2020 FCX improved its debt maturity profile and reduced debt towers through new debt issuances in March, which were used to purchase and redeem notes due in 2021 and 2022 as well as in July, proceeds of which were used to purchase notes due in 2022, 2023 and 2024 and for general corporate purposes. By the nature of its business, FCX faces a number of ESG risks typical for a company in the mining industry, including, but not limited, to wastewater discharges, site remediation and mine closure, waste rock and tailings management, air emissions, and social responsibility given its often fairly remote operating locations. FCX has detailed protocols in place to manage its environmental risks. The company is subject to many environmental laws and regulations in the areas in which it operates all of which vary significantly. The mining sector overall is viewed as a very high-risk sector for soil/water pollution and land use restrictions and a high-risk sector for water shortages and natural and man-made hazards. In 2019 approximately 82% of FCX's water usage requirements were from recycled and reused sources. The company has spent between $400 million and $500 million on environmental capital expenditures and other environmental costs in each of the last several years. The Ba1 rating on the FCX unsecured notes, at the same level as the CFR, reflects the absence of secured debt in the capital structure and the parity of instruments. The Baa2 rating of Freeport Minerals Corporation (FMC) reflects the fact that this debt is at the company holding all the North and South American assets and benefits from a downstream guarantee from FCX. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the ratings could be considered once the underground expansion at Grasberg is completed and the production profile at this mining site returns to sustainable higher copper and gold levels. Additionally, an upgrade would require better clarity on the company's financial policy and strategic growth objectives, particularly post 2022 when Inalum's 51.24% economic interest becomes applicable with respect to earnings and cash flow. Quantitatively, an upgrade would be considered if the company can sustain EBIT/interest of at least 5x, debt/EBITDA under 2.5x and (CFO-dividends)/debt of at least 40% through various price points for copper and gold. Clarity on the construction of the required smelter in Indonesia and costs and financing of construction would also be a consideration. A downgrade would result should liquidity materially contract, (CFO-dividends)/debt be sustained below 20% or leverage increase and be sustained above 3.5x post-2020. FCX, a Phoenix, Arizona based mining company, is predominately involved in copper mining and related by-product credits from the mining operations (principally gold and molybdenum). The company's global footprint includes copper mining operations in Indonesia, the United States, Chile, and Peru. Revenues for the 12 months ended September 30, 2020 were $13.6 billion. The principal methodology used in these ratings was Mining published in September 2018. GENESIS ENERGY: S&P Affirms 'B+' ICR, Alters Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings affirmed its long-term issuer credit rating on Genesis Energy L.P. of 'B+'. S&P also affirmed its 'B+' issue-level ratings on the partnership's senior unsecured debt. The '4' recovery is unchanged. S&P revised its outlook on the partnership to negative from stable. At the same time, S&P assigned its 'B+' issue-level rating to Genesis' proposed senior unsecured notes. All of the notes have '4' recovery ratings, reflecting S&P's expectation of average recovery in the event of a default. S&P said, "The negative outlook reflects our view that Genesis' adjusted leverage will remain high in 2021 as the soda ash pricing improves over the course of the year. As a result, we expect debt-to-EBITDA leverage in 2020 of 7.3x, declining to approximately 6.4x in 2021." "We now expect product margin in Genesis' soda ash business to remain challenged, recovering in 2022. The Sodium Minerals & Sulfur Services segment contributes the second most cash flow. It has been hit the hardest by the COVID-19 pandemic. Soda ash is an essential input for glass manufacturing and the production of lithium-ion phosphate batteries. Due to lockdowns affecting worldwide demand, prices seriously deteriorated in 2020, leading Genesis to mothball the Granger facility in Wyoming until an expansion is complete. While soda ash demand has improved from the low in the second quarter of this year, pricing remains pressured and not expected to return to 2019 levels until 2022. Lower margin has led to very high leverage in 2020 of approximately 7.3x. While it will improve in 2021, we expect it to remain high between 6x and 6.5x. Our calculations consider Genesis' preferred units as 100% debt given the impossibility to defer its cash payments." Genesis' other segments have proved somewhat resilient, despite reduced cash flows in the Offshore business due to hurricane activity in 2020. Genesis is better positioned due to cost savings taken earlier in the year, which prevented leverage from being further pressured. In March, Genesis reduced its quarterly common distribution 73%, resulting in approximately $200 million of cash savings per year. Additionally, Genesis announced the sale of Free State CO2 pipeline to Denbury. Proceeds will be used to repay debt. Genesis launched a $550 million unsecured note due in 2027. S&P expect proceeds to be used to repay approximately $390 million of unsecured notes due in 2023 and revolver borrowings. The effective maturity extension is credit positive. S&P said, "The negative outlook reflects our view that Genesis' adjusted leverage will remain high in 2021 as the soda ash pricing improves over the course of the year. We expect debt to EBITDA of approximately 6.4x in 2021 falling below 6x in 2022. Our calculations consider Genesis' preferred units as 100% debt given the impossibility to defer its cash payments." S&P could lower the ratings if: -- S&P expects leverage to be sustained above 6x through 2022. This may stem from lower than expected volumes flowing through Genesis midstream assets or a less robust recovery in soda ash prices; -- Genesis does not generate enough free cash flow to repay borrowings on the revolving credit facility; or -- Genesis faces liquidity issues. S&P could revise the outlook to stable if: -- Adjusted debt to EBITDA is consistently in the 5x range. This may stem from the combined effect of additional paydown of the revolving credit facility, improved cash flows, and faster recovery to soda ash prices. GIBSON ENERGY: S&P Rates C$250MM Sub Notes Series 2020-A 'BB' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Gibson Energy Inc.'s (Gibson) C$250 million, 5.25% fixed-to-fixed rate subordinated notes series 2020-A due Dec. 22, 2080. The company will use the net proceeds from the offering to fund the previously announced redemption of its outstanding 5.25% unsecured convertible debentures due July 2021, to reduce outstanding indebtedness under its revolving credit facility, and for general corporate purposes. S&P classifies the series 2020-A notes as having intermediate equity content because of their subordination, permanence, and optional deferability features. Consequently, when calculating Gibson's credit ratios, it will treat the issuance as 50% equity. Although the subordinated notes are due in 60 years, the interest margin on them will increase by 25 basis points (bps) in 2030 (year 10) and by 75 bps in 2050 (year 30). S&P said, "We consider the cumulative 100-bp increase as a material step-up, which, in our opinion, could provide an incentive for Gibson to redeem the instrument after the 2050 step-up. Therefore, we consider 2050 to be the effective maturity date." In line with S&P's hybrid criteria, it will no longer recognize the securities as having intermediate equity content after the first call date in 2030 because the remaining period until their effective maturity will be less than 20 years. The 'BBB-' long-term issuer credit rating and stable outlook on the company are unchanged. GOEASY LTD: Moody's Affirms Ba3 CFR on Solid Capitalization ----------------------------------------------------------- Moody's Investors Service affirmed goeasy Ltd.'s Ba3 Corporate Family Rating and the Ba3 senior unsecured rating. The outlook remains stable. Affirmations: Issuer: goeasy Ltd. LT Corporate Family Rating, Affirmed Ba3 Senior Unsecured Regular Bond/Debenture (Foreign Currency), Affirmed Ba3 Outlook Actions: Issuer: goeasy Ltd. Outlook, Remains Stable RATINGS RATIONALE The affirmation of the CFR reflects Moody's unchanged view of goeasy's ba3 standalone assessment, which is supported by its solid franchise as a leading provider of alternative financial services within Government of Canada's (Aaa stable) subprime consumer lending market, resulting in strong profitability. The ratings also reflect goeasy's solid capitalization but also incorporate the risks to creditors resulting from the company's evolving funding profile, a business model largely reliant on a single product, and susceptibility to regulatory threats to its pricing and business practices. The stable outlook reflects Moody's expectation that goeasy will maintain strong profitability and its capital position will remain solid over the next 12-18 months. Goeasy's solid financial performance is underpinned by consistently high levels of profitability, as evidenced by an estimated net income to total assets of around 8% in the first 9 months of 2020. However, Moody's also recognizes that the company's strong performance during the coronavirus pandemic is partly driven by government support measures for consumers, as Moody's believes their customer profile is disproportionately skewed to those affected by lockdown measures. The Canadian government has publicly stated that it will support its citizens through a more generous employment insurance benefits which lasts at least until September 2021. However, the scope of the benefits is expected to shrink and there will be some people who will not qualify for these enhanced benefits. Nevertheless, this high level of profitability enables the company to maintain strong capital levels that protect creditors against unexpected losses. goeasy's tangible common equity to tangible managed assets ratio was close to 27% as of 30 September 2020. Moody's expects the company to maintain capital at or near current levels over the next 12-18 months. In Moody's view, goeasy's credit strengths are in part tempered by the risks stemming from its vulnerable and evolving funding profile. A steady increase in the goeasy's secured borrowing has reduced unencumbered assets available for unsecured borrowers, which pressures recovery prospects for unsecured noteholders under Moody's loss given default scenario. goeasy's primary sources of funding are public equity, a CAD310 million secured committed facility increased from CAD190 million in Oct 2019, and CAD728.3 million in senior unsecured notes. goeasy has over CAD1 billion in receivables, which Moody's believes is useful in accessing alternative funding sources such as securitization. Goeasy's ratings also reflect inherently higher levels of regulatory and/or reputational risks associated with its business model and the perception of predatory lending; high operating margins make this risk particularly acute. As a result, the company faces regulatory risks that may lead to significant deterioration in profitability, market size, or other adverse developments, such as regulatory restrictions that could affect receivables and/or cash flows. In Canada, goeasy's pricing is constrained by a national interest rate cap of 60%, and which provinces have legislative power to further lower through consumer protection regulations. That said, Moody's believes goeasy's profitability provides for a substantial cushion against these risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the limitations of the current operating environment score of B2 for consumer finance companies, which combines macro and industry risks, upward rating momentum is unlikely. However, improvement in liquidity and better diversification of income and funding sources while maintaining strong profitability and capital could create upward rating pressure. An upgrade of the operating environment score would lead to an upgrade of the CFR. Additionally, an upgrade of the CFR would likely lead to an upgrade of the senior unsecured rating. Goeasy's corporate family rating could be downgraded if there is a material deterioration in capital, profitability and/or liquidity, or if regulatory change threatens the profitability or viability of its business model, particularly in Ontario which represents almost half of goeasy's receivables. Additionally, given goeasy's high reliance on secured funding, an increase in goeasy's secured debt to gross tangible assets measure beyond Moody's expectation would create downward ratings pressure. Furthermore, a continued reduction in unencumbered assets available for unsecured creditors would pressure the senior unsecured rating. Likewise, a downgrade of the corporate family rating would likely lead to a downgrade of the senior unsecured rating. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. GREATER WORKS: Seeks Approval to Hire Paul Reece Marr as Counsel ---------------------------------------------------------------- Greater Works Childcare and Community Development Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Paul Reece Marr, P.C. as its legal counsel. Paul Reece Marr will perform these legal services: (a) provide the Debtor with legal advice regarding its powers and duties in the continued operation and management of its affairs; (b) prepare legal papers; and (c) perform all other legal services in connection with the Debtor's Chapter 11 case. The hourly rates of the law firm's counsel and staff are: Paul Reece Marr, Esq. $375 Paralegal $175 Clerical $50 Paul Reece Marr, P.C., does not represent interest adverse to the estate with respect to any matter on which it is to be employed by the Debtor, according to court filings. The firm can be reached through: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Telephone: (770) 984-225 Email: paul.marr@marrlegal.com About Greater Works Childcare and Community Development Greater Works Childcare and Community Development Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-72185) on Nov. 30, 2020, listing under $1 million in both assets and liabilities. Paul Reece Marr, P.C., serves as the Debtor's counsel. GROWLIFE INC: Signs Amendment to Self-Amortization Promissory Note ------------------------------------------------------------------ GrowLife, Inc., entered into amendment #2 to the Self-Amortization Promissory Note issued originally issued by the Company to Labrys on Aug. 31, 2020. Amendment No. 2 included the following amendments to the Note: 1. The Company issued 550,000 restricted shares of the Company's common stock to the Holder on or before Dec. 2, 2020. 2. The first Amortization Payment (as defined in the Note) of $250,000.00 originally due on November 30, 2020, shall instead be due as follows: $125,000.00 was paid by Dec. 3, 2020 and $125,000.00 is due on or before Dec. 31, 2020. 3. The Company shall no longer have the right to exercise the extension options contained in Sections 4.17(a), (b), and (c) of the Note, all of which are underneath the payment schedule in Section 4.17 of the Note. About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- aims to become the nation's largest cultivation service provider for cultivating organics, herbs and greens and plant-based medicines. Through a network of local representatives covering the United States and Canada, regional centers and its e-Commerce team, GrowLife provides essential goods and services including media, industry-leading hydroponics and soil, plant nutrients, and thousands of more products to specialty grow operations. GrowLife is headquartered in Kirkland, Washington and was founded in 2012. GrowLife reported a net loss of $7.37 million for the year ended Dec. 31, 2019, compared to a net loss of $11.47 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $4.29 million in total assets, $7.65 million in total current liabilities, $2.19 million in total long term liabilities, and a total stockholders' deficit of $5.54 million. BPM LLP, in Walnut Creek, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2020 citing that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. GTT COMMUNICATIONS: Forbearance Period Extended Until Dec. 28 ------------------------------------------------------------- As previously disclosed, on Oct. 28, 2020, (a) GTT Communications, Inc. and the guarantors under that certain Indenture, dated as of Dec. 22, 2016, by and between the Company, as successor by merger to GTT Escrow Corporation, and Wilmington Trust, National Association, as Trustee, entered into a Forbearance Agreement with certain beneficial owners of a majority of the outstanding aggregate principal amount of the Company's outstanding 7.875% Senior Notes due 2024; and (b) the Company, GTT Communications B.V. and certain guarantors of the obligations under that certain Credit Agreement, dated as of May 31, 2018 by and among the Company and GTT B.V., as borrowers, KeyBank National Association, as administrative agent and letter of credit issuer, and the lenders and other financial institutions party thereto from time to time, entered into a Forbearance Agreement with (i) certain lenders party to the Credit Agreement, holding (A) a majority of the outstanding loans and revolving commitments under the Credit Agreement and (B) a majority of the revolving commitments under the Credit Agreement and (ii) the Agent. Between Oct. 28, 2020 and Nov. 11, 2020, certain additional beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) of the Notes executed and delivered the Notes Forbearance Agreement. Among other provisions, the Forbearing Noteholders and the Forbearing Lenders agreed to forbear from exercising any and all rights and remedies related to the Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020 and the Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2020 until the earlier of (i) 5:00 p.m., New York City time, on Nov. 30, 2020 and (ii) the receipt of notice from the Forbearing Noteholders or the Forbearing Lenders, as applicable, regarding their intent to terminate the applicable Forbearance Agreement upon the occurrence of certain specified forbearance defaults. The scheduled expiration time under the Notes Forbearance Agreement may be extended with the consent of Forbearing Noteholders holding more than 66.7% of the aggregate principal amount of the Notes held by all Forbearing Noteholders, provided that at least two of such consenting Forbearing Noteholders are unaffiliated. The scheduled expiration time under the Credit Facilities Forbearance Agreement may be extended with the consent of (i) Required Lenders and (ii) Required Revolving Lenders. As previously disclosed, on Nov. 23, 2020 and Nov. 25, 2020, the Company received notices on behalf of Requisite Forbearing Noteholders and Requisite Forbearing Lenders consenting to an extension of the scheduled expiration time under each of the Notes Forbearance Agreement and the Credit Facilities Forbearance Agreement, respectively, to 8:00 a.m., New York City time, on Dec. 14, 2020. On Dec. 9, 2020, the Company received notices on behalf of Requisite Forbearing Noteholders and Required Lenders consenting to an extension of the scheduled expiration time under each of the Notes Forbearance Agreement and the Credit Facilities Forbearance Agreement, respectively, to 8:00 a.m., New York City time, on Dec. 28, 2020. In addition, on Dec. 10, 2020, the Company, GTT B.V. and certain guarantors of the obligations under the Credit Agreement entered into a Forbearance Extension Agreement with Required Revolving Lenders and the Agent. The Forbearance Extension Agreement provides that Required Revolving Lenders consent to the extension of the Credit Facilities Forbearance Agreement to the New Expiration Time effective upon delivery of an irrevocable written notice by the Company permanently reducing the unused revolving commitments under the Credit Agreement such that the total revolving commitments under the Credit Agreement shall equal approximately $85.7 million, which represents the aggregate principal amount of revolving loans and letters of credit outstanding as of each of Oct. 28, 2020 and the date hereof. The Company delivered such irrevocable written notice on Dec. 10, 2020. In addition, the Forbearance Extension Agreement provides that, during the forbearance period, determinations under the Credit Agreement and other related agreements and documents of whether outstanding revolving loans and/or issued and outstanding letters of credit would exceed 30% of the revolving commitments shall be calculated based on the revolving commitments in effect as of Oct. 28, 2020. Prior to the entry into the Forbearance Extension Agreement, the Credit Facilities Forbearance Agreement had provided that the Company was not permitted to borrow revolving loans and/or request the issuance of letters of credit in excess of the Revolving Commitment Cap without the consent of each revolving lender. In addition, the Credit Facilities Forbearance Agreement had provided that the revolving commitments would be automatically and permanently reduced to equal the Revolving Commitment Cap upon the end of the forbearance period (after giving effect to all extensions thereof) or the occurrence of certain other events. As a result, the Revolving Commitment Reduction did not impact the availability of revolving loans and/or letters of credit under the Company’s revolving credit facility. Salary Increase On Dec. 9, 2020, the Company approved base salary increases for Ernest Ortega, interim chief executive officer, and Christopher McKee, general counsel and executive vice president, corporate development, to $550,000 and $463,500, respectively. On Dec. 10, 2020, the Company entered into retention bonus letter agreements with Mr. Ortega and Mr. McKee, which provide for cash retention bonuses in the amount of $2,456,800 and $1,236,300, respectively. The Retention Bonuses vest as follows: (i) one-third on Dec. 15, 2020 and (ii) two-thirds on the earlier to occur of the consummation of a "sale event" (as defined in the Company's 2018 Stock Option and Incentive Plan as in effect as of the Effective Date) and Dec. 1, 2021, with payment of vested retention amounts being paid shortly after vesting. Except as described below, the Executive is required to be employed on the applicable payment date. In the event the Executive's employment is terminated by the Company other than for Cause (including due to disability), by the Executive for Good Reason (as each term is defined in the respective Retention Agreement) or due to death, the Executive will be entitled to any vested but unpaid portion of the Retention Bonus and the next unvested tranche of the Retention Bonus, subject to the execution of a release. In the event the Executive terminates employment without Good Reason, the Executive will be entitled to payment of any vested but unpaid portion of the Retention Bonus. As a condition to each Retention Agreement, each Executive has waived any and all participation in any annual bonus plan and long-term incentive plan established by the Company for the 2021 calendar year. Non-Filing of Periodic Reports The Company does not expect to be able to file the Q2 SEC Report or the Q3 SEC Report by the New Expiration Time, as a result of the Company's previously disclosed review of certain accounting issues, which is continuing. The Company is unable to predict specific filing dates for the Q2 SEC Report and Q3 SEC Report at this time. On Dec. 7, 2020, the Company received a notice of default from the Trustee. As previously disclosed, the filing of the Q3 SEC Report has been delayed. Under Section 4.15 of the Indenture, the Company was required to file with the Securities and Exchange Commission quarterly financial information for the quarter ended Sept. 30, 2020 within 15 days of the time periods specified in the SEC's rules and regulations (including any grace periods). The Company did not file the Q3 SEC Report within 15 days of Nov. 16, 2020, which was the last day of the extension period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended, and the Company has therefore failed to comply with such reporting covenant. Under the Indenture, the failure of the Company to comply with the reporting covenant, if it continues for a period of 60 days after the Notice Date (which 60 day Cure Period ends on February 5, 2021), would constitute an Event of Default, as that term is defined in the Indenture. The Company is continuing to engage in negotiations and discussions with certain holders of the Notes and lenders under the Credit Agreement to seek the consent of (a) Noteholders holding at least a majority of the outstanding aggregate principal amount of the Notes, to amend and/or waive certain provisions of the Indenture or provide further forbearances from exercising remedies in respect thereof and (b) (1) Required Lenders and (2) Required Revolving Lenders, to amend and/or waive certain provisions of the Credit Agreement or provide further forbearances from exercising remedies in respect thereof. In addition, the Company remains in negotiations and discussions with certain Lenders, Noteholders and third parties regarding incremental financing to satisfy its liquidity needs. There can be no assurance, however, that the Company will be able to negotiate acceptable terms or reach any further agreements regarding such consents or incremental financing with the Noteholders, Lenders or any third parties, as applicable. About GTT GTT Communications operates a Tier 1 internet network and owns a fiber network that includes an expansive pan-European footprint and subsea cables. The Company's global network includes over 600 unique points of presence ("PoPs") spanning six continents, and the Company provides services in more than 140 countries. GTT reported a net loss of $105.9 million for the year ended Dec. 31, 2019, a net loss of $243.4 million for the year ended Dec. 31, 2018, and a net loss of $71.5 million for the year ended Dec. 31, 2017. As of March 31, 2020, the Company had $4.74 billion in total assets, $4.54 billion in total liabilities, and $196.8 million in total stockholders' equity. * * * As reported by the TCR on Sept. 22, 2020, S&P Global Ratings retained all ratings on U.S.-based internet protocol (IP) network operator GTT Communications Inc. (GTT), including the 'CCC+' issuer credit rating, on CreditWatch with negative implications. Also in September, 2020, Fitch Ratings downgraded the Long-term Issuer Default Rating (IDR) of GTT Communications, Inc. (GTT) and GTT Communications BV to 'CCC' from 'B-'. The rating action follows the company's announcement that it received a notice of default on Sept. 2, 2020 from holders representing 25% or more of outstanding principal ($575 million) of the company's senior unsecured notes, due to its noncompliance with a reporting covenant under the notes indenture that required the company to file 2Q20 financials within the stated time frame (allowing for extensions). IBIO INC: Closes $35 Million Public Offering of Common Stock ------------------------------------------------------------ iBio, Inc., has closed its underwritten public offering of approximately 29.7 million shares of its common stock for gross proceeds of $35.0 million, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by iBio. In addition, iBio has granted the underwriter a 30-day option to purchase up to approximately 4.4 million additional shares of its common stock. Cantor Fitzgerald & Co. was the sole book-running manager for the offering. Roth Capital Partners acted as financial advisor to iBio. iBio anticipates using the net proceeds from the offering to accelerate development of its biotherapeutic and vaccine candidates, in-licensing of biopharmaceutical assets, including, but not limited to, those in oncology, fibrotic, and infectious diseases, and working capital needs and for other general corporate purposes, including acquisitions and investments in other businesses. A shelf registration relating to the shares of common stock offered in the public offering described above was previously filed with the Securities and Exchange Commission and declared effective by the SEC on Dec. 7, 2020. A final prospectus supplement and accompanying prospectus related to the offering have been filed with the SEC and are available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and the accompanying base prospectus relating to this offering may also be obtained by contacting Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 6th floor, New York, NY 10022; Email: prospectus@cantor.com. About iBio Inc. iBio, Inc. -- http://www.ibioinc.com-- is a full-service plant-based expression biologics CDMO equipped to deliver pre-clinical development through regulatory approval, commercial product launch and on-going commercial phase requirements. iBio's FastPharming expression system, iBio's proprietary approach to plant-made pharmaceutical (PMP) production, can produce a range of recombinant products including monoclonal antibodies, antigens forsubunit vaccine design, lysosomal enzymes, virus-like particles (VLP), blood factors and cytokines, scaffolds, maturogens and materials for 3D bio-printing and bio-fabrication, biopharmaceutical intermediates and others, as well as create and produce proprietary derivatives of pre-existing products with improved properties. iBio reported a net loss attributable to the Company of $16.44 million for the year ended June 30, 2020, compared to a net loss attributable to the company of $17.59 million. As of Sept. 30, 2020, the Company had $117.25 million in total assets, $37.21 million in total liabilities, and $80.04 million in total equity. INTERNATIONAL COLLISION: Hires Michael D. O'Brien as Counsel ------------------------------------------------------------ International Collision Repair, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Michael D. O'Brien & Associates P.C., as counsel to the Debtor. International Collision requires Michael D. O'Brien to assist in negotiating financing orders, obtaining authorization for use of cash collateral, reviewing and evaluating the status and validity of secured claims, litigation implementing their avoidance powers and formulating a disclosure statement and plan of reorganization. Michael D. O'Brien will be paid at these hourly rates: Attorneys $300 to $430 Paralegals $125 to $170 Michael D. O'Brien received a retainer from the Debtor in the amount of $10,000 plus $1,717 to cover the filing fee from the Professional Liability Fund for the benefit of Debtor. From this amount, the filing fee of $1,738 was paid to the USBC for a filing fee, and $9,9790 was paid to the Firm for services provided to the Debtor pre-petition. Michael D. O'Brien will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. O'Brien, partner of Michael D. O'Brien & Associates P.C., 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. Michael D. O'Brien can be reached at: Michael D. O'Brien, Esq. Theodore J. Piteo, Esq. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. 12909 SW 68th Pkwy, Suite 160 Portland, OR 97223 Tel: (503) 786-3800 About International Collision Repair International Collision Repair, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Or. Case No. 20-33271) on December 2, 2020, disclosing under $1 million in both assets and liabilities. The Debtor hired Michael D. O'Brien & Associates P.C., as counsel. INTERPACE BIOSCIENCES: To Restate Previous Financial Statements --------------------------------------------------------------- Interpace Biosciences, Inc., with the concurrence of BDO USA, LLP, the Company's independent registered public accounting firm responsible for auditing its financial statements, determined that it will be required to restate its previously issued financial statements contained in the Company's Annual Reports on Form 10-K for the years ended Dec. 31, 2014, 2015, 2016, 2017, 2018, and 2019, as well as the financial statements contained in the Quarterly Reports on Form 10-Q for each quarterly period within those fiscal years as well as the quarterly periods ended March 31, 2020 and June 30, 2020 and accordingly investors should no longer rely upon such financial statements. As a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company's financial results, and the decrease in the price of the Company's common stock noted during the third quarter of fiscal 2020, the Company performed an internal review of its long-lived assets. In particular, the Company reviewed its Barrett intangible asset, which has a carrying value of $18.4 million and which was originally recorded in 2014 when the Company's predecessor, PDI, Inc., acquired RedPath Integrated Pathology, Inc. The Barrett intangible asset relates to the Company's propriety test known as BarreGEN, an esophageal cancer risk classifier for Barrett's Esophagus. On Dec. 7 , 2020, the Company's management conferred with the Audit Committee of the Company's Board of Directors and concluded that (1) a non-cash impairment charge for its Barrett intangible asset of approximately $12 million should have been recorded during the Company's 2016 fiscal year; (2) the Company should have initiated amortization of its Barrett intangible asset in fiscal 2014 and therefore each of fiscal years 2014, 2015, 2016, 2017, 2018, and 2019 and the first two quarters of fiscal 2020 require adjustment to recorded amortization expense of approximately $6 million in the aggregate; (3) the consolidated financial statements contained in the Company's Annual Reports on Form 10-K for the years ended Dec. 31, 2014, 2015, 2016, 2017, 2018, and 2019, as well as the consolidated financial statements contained in the Quarterly Reports on Form 10-Q for the each quarterly period within those fiscal years as well as the quarterly periods ended March 31, 2020 and June 30, 2020, should no longer be relied upon; and (4) Management's Report on Internal Control Over Financial Reporting and the Evaluation of Disclosure Controls and Procedures included in Item 9A of the 2019 Form 10-K should no longer be relied upon. As a result, the Company intends to amend the 2019 Form 10-K, as well as the Forms 10-Q for the quarters ended March 31, 2020 and June 30, 2020 to the extent required, to reflect (1) the appropriate timing of the non-cash impairment charge for the intangible asset; (2) adjustments to recorded amortization expense for the related periods; and (3) the effectiveness of the Company's internal control over financial reporting and disclosure controls and procedures as of the end of the impacted periods to report a material weakness related to long-lived assets, including assessment of impairment indicators. The Company estimates that the total amount of the non-cash impairment charge and amortization expense related to the Barrett intangible asset is approximately $18 million, and that as a result the remaining carrying value of the Barrett intangible asset is approximately $1 million. The Company will also record the correction of certain previously identified immaterial adjustments. The restated financial statements, inclusive of the identified immaterial errors, are not expected to result in any material change to the Company's revenues or consolidated statements of cash flows for the periods covered by the amended reports. The amendments will also describe the Company's plans and efforts to strengthen its internal control over financial reporting. Such conclusions will also affect the related disclosure to be contained in the third quarter 2020 Form 10-Q. The Company expects that these impairment charges will not result in any future cash expenditures. The Company's management has discussed the matters disclosed under Item 4.02(a) of this Current Report on Form 8-K with BDO. 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 June 30, 2020, the Company had $78.43 million in total assets, $30.20 million in total liabilities, and $46.54 million in preferred stock, and $1.69 million in total stockholders equity. JAGUAR HEALTH: Adjourns Special Stockholders' Meeting Until Dec. 22 ------------------------------------------------------------------- Jaguar Health, Inc.'s Special Meeting of Stockholders held on Dec. 9, 2020 was adjourned to allow the Company additional time to solicit proxies. Jaguar is hosting an investor call on Thursday, December 17th at 8:30 a.m. Eastern Standard Time to allow management to review developments that have taken place since the Proxy Statement was filed. Dial-in instructions for the call appear below. The Special Meeting has been adjourned to 8:30 a.m. Pacific Standard Time/11:30 a.m. Eastern Standard Time on Tuesday, Dec. 22, 2020, at the offices of the Company at 200 Pine Street, Suite 400, San Francisco, CA 94104. "We adjourned our Special Meeting to solicit additional proxies to provide the option for Jaguar's Board of Directors to be able to take the actions, if necessary, at some future date, to maintain the Company's listing on The Nasdaq Capital Market ("Nasdaq"). Jaguar's Board and management are optimistic about the future, and seeking the discretion to implement actions, if necessary to maintain Jaguar's Nasdaq listing, is an important responsibility of the Board. At this time, with the stay provided by Nasdaq's Listing and Hearing Review Council (the "Listing Council"), there is no intention or rationale to implement any actions by the Board. The shareholder vote is important because we're seeking to provide that discretion to the Board for the future," commented Lisa Conte. "As we announced earlier this week, the Listing Council stayed the October 28, 2020 decision of the Nasdaq Listing Qualifications Panel (the "Panel") requiring Jaguar's compliance with the Bid Price Requirement by December 23, 2020. We were very happy to learn that the Listing Council, of its own accord, exercised its discretion to review the Panel's decision. We believe our efforts since the second quarter of 2020 to implement our expanded patient access programs for Mytesi (crofelemer) and our focus on long-term investors and non-dilutive financings, including our recent royalty-based capital infusion of $6.0 million, are improving our long-term financial prospects. Additionally, with the initiation this past October by our wholly-owned subsidiary, Napo Pharmaceuticals, Inc., of the pivotal Phase 3 clinical trial of crofelemer for prophylaxis of diarrhea in adult cancer patients receiving targeted therapy ("cancer therapy-related diarrhea" (CTD)), and our recently announced plans to develop and commercialize crofelemer for the possible indication of prophylaxis and/or symptomatic relief of inflammatory diarrhea -- initially to be studied in a 'long-hauler' COVID-19 recovery patient population in Europe -- we believe the value generated in the Company will be realized as we work to regain compliance with the Nasdaq bid price requirement." The Company is engaged in preliminary discussions with Swiss Growth Forum, a sponsor of a European special purpose acquisition company, "Post Pandemic Recovery Equity" regarding the SPAC's potential merger with an operational subsidiary of the Company to be established in Europe with an exclusive license to crofelemer and Mytesi for the indications of inflammatory diarrhea and HIV-related diarrhea. Jaguar management looks forward to providing updates during the investor call on Thursday, December 17th regarding the progress of the European road show related to this potential merger. Dial-In Instructions for Investor Call When: Thursday, December 17, 2020 at 8:30 a.m. Eastern Time Dial-in (US Toll Free): 888-394-8218 Dial-in (International): 323-701-0225 Conference ID number: 3973780 Live webcast on the investor relations section of Jaguar's website Replay Instructions for Investor Call Dial-in (US Toll Free): 844-512-2921 Dial-in (International): 412-317-6671 Replay Pin Number: 3973780 Replay of the webcast on the investor relations section of Jaguar's website About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar reported a net loss of $38.54 million for the year ended Dec. 31, 2019, compared to a net loss of $32.15 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $36.23 million in total assets, $28.43 million in total liabilities, and $7.81 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Francisco, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has experienced losses since inception, significant cash used in operations, and is dependent on future financing to meet its obligations and fund its planned operations. These conditions raise substantial doubt about its ability to continue as a going concern. JO-ANN STORES: S&P Upgrades ICR to 'B-' on Improved Performance --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on fabric and crafts retailer Jo-Ann Stores Holdings Inc. to 'B-' from 'CCC'. At the same time, S&P raised its issue-level rating on the company's first-lien term loan due 2023 to 'B-' from 'D'. Its '3' recovery rating remains unchanged. The rating agency also raised its issue-level rating on the company's second-lien term loan due 2024 to 'CCC' from 'D'. Its '6' recovery rating remains unchanged. S&P raised its ratings on these debt issues to reflect that it no longer anticipates future below-par debt repurchases. The positive outlook on Jo-Ann reflects S&P's view that it may maintain lower leverage following its recent debt reduction depending on its ability to retain new customers. The upgrade follows Jo-Ann's good business performance amid the pandemic and the extension of its ABL facility. The company's fabric and sewing category has benefited from the pandemic because the demand for face masks ushered in a plethora of new customers looking for sewing tools, fabrics, and mask-making kits. Additionally, Jo-Ann experienced rapid growth in demand for arts and crafts supplies from consumers looking for more ways to entertain themselves at home. S&P said, "We now expect the company's sales to increase by as much as 20% in its current fiscal year 2021 (ending Feb. 2, 2021) and forecast its S&P-adjusted EBITDA margins will improve by about 200 basis points (bps) due to the leveraging of its fixed costs on higher sales as well as the more favorable promotional environment. Jo-Ann has also benefited from leaner inventory management practices, which will likely reduce the need for future clearance activity. In our view, the company's positive performance and recent debt reduction have led to a more sustainable leverage profile." The improvement in Jo-Ann's business trends has allowed it to extend its ABL facility (unrated) to November 2025 and upsize the commitment to $500 million, bolstering its liquidity position and enhancing its financial flexibility amid a period of heightened uncertainty. S&P believes the sales growth experienced this year partially reflects a temporarily heightened level of demand, though it believes some of its newly introduced customers will continue to engage with the company after the pandemic subsides. S&P said, "The double-digit percent increase in the company's revenue this year was partly due to temporary shifts in consumer demand that we believe will revert once an approved vaccine for COVID-19 is widely distributed. However, we also believe the stay-at-home mandates led some consumers to take up new crafting and sewing hobbies, which will likely lead to a positive shift in demand relative to prior years. Additionally, while many competitors shut down their stores amid the initial lockdown orders, Jo-Ann kept most of its stores open to customers looking for mask-making solutions. This led to an influx of new customers that we believe will continue to engage with the brand. In addition, we expect these market share gains to lead to higher overall forward-looking revenue relative to fiscal year 2020 (ended Feb. 1, 2020)." "Because of its improved performance, we forecast Jo-Ann will generate over $200 million of free operating cash flow (FOCF) this year supported, in part, by working capital gains. With moderating business performance in fiscal year 2022 (ending Jan. 29, 2022), we anticipate the company's S&P-adjusted EBITDA margins will be in the low- to mid-16% area and expect negative FOCF due to a partial reversal in its working capital gains. In addition, we forecast Jo-Ann's S&P-adjusted leverage will be in the mid- to high-3x area this year, down from 5.9x in fiscal year 2020. We believe leverage will normalize in fiscal year 2022 as sales moderate from pandemic highs." "Given our expectation that a vaccine will be widely distributed in the coming year, there is significant uncertainty around consumers' continued appetite for arts and crafts spending." The boom in arts and crafts spending has attracted interest from other retailers. For example, Dollar Tree recently introduced an arts and crafts offering at 2,400 of its stores in a pilot program that it plans to expand across its entire fleet. S&P said, "With an increasingly crowded retail environment, a normalization of arts and crafts spending will likely exacerbate the competitive pressures Jo-Ann will face over the coming months, in our view. In addition, we acknowledge there is significant risk regarding the company's prospects for maintaining its decent profitability because competitive pressures could weaken its operating performance while consumers pull back on their spending. Therefore, we incorporate a negative one-notch comparable ratings analysis adjustment to our anchor on Jo-Ann." S&P does not anticipate additional below-par term loan repurchases. Earlier this year, Jo-Ann's excessive debt burden was exposed as tariff-related costs weighed down its profitability and challenged its ability to meet its obligations. S&P said, "This led to a drop in the trading prices on its term loan and it subsequently undertook below-par repurchases, which we viewed as distressed. In total, the company repurchased about $350 million of face value of first- and second-lien term loans at an average discount of about 50%. Following its recent positive performance, we believe the likelihood for additional below-par repurchases over the next 12 months has decreased and its reduced level of funded debt is now at manageable levels." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The positive outlook on Jo-Ann reflects S&P's view that its expanded customer base will fuel higher earnings and, along with its smaller debt burden, could drive lower leverage in the low- to mid-4x range on a sustained basis depending on its sponsor's financial policy. S&P could raise its rating on Jo-Ann if: -- S&P expects it will sustain S&P-adjusted leverage of less than 5x even after accounting for re-leveraging events, such as a sponsor-led dividend recapitalization; -- It demonstrates an ability to retain its recent market share gains through consistent comparable sales growth; -- S&P believes it can consistently generate FOCF in excess of $50 million annually; and -- Elevated competitive pressures and normalizing consumer behavior do not adversely affect its profitability and cash generation beyond S&P's forecast. S&P could revise its outlook to stable or lower its on Jo-Ann if: -- S&P expects its leverage to increase above 5x; -- It loses its recent market share gains, as demonstrated by negative comparable sales growth; -- It is unable to consistently generate over $50 million of annual FOCF; or -- Its EBITDA margins deteriorate by 200 bps or more relative to S&P's forecast in fiscal year 2022. K & B TRUCKING: Hires Moore & Brooks as Counsel ----------------------------------------------- K & B Trucking, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ Moore & Brooks, as counsel to the Debtor. K & B Trucking requires Moore & Brooks to assist in preparing and filing bankruptcy statements and schedules, negotiating cash collateral orders, preparation of a plan of reorganization, negotiations with creditors regarding claims, appearances in Court, and general legal and bankruptcy advice and representation. Moore & Brooks will be paid at these hourly rates: Attorneys $235 to $300 Paralegals $95 Moore & Brooks received from the Debtor a retainer in the amount of $3,283 for legal fees of which $1,084.70 was earned prior to filing the case, leaving $2,198.30 on retainer. Moore & Brooks will also be reimbursed for reasonable out-of-pocket expenses incurred. Brenda G. Brooks, partner of Moore & Brooks, 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. Moore & Brooks can be reached at: Brenda G. Brooks, Esq. MOORE & BROOKS 6223 Highland Place Way, Suite 102 Knoxville, TN 37919 Tel: (865) 450-5455 About K & B Trucking K & B Trucking, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tenn. Case No. 20-32599) on November 20, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by MOORE & BROOKS. LBM ACQUISITION: Fitch Affirms B(EXP) LT IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed LBM Acquisition, LLC's Long-Term Issuer Default Rating of 'B(EXP)' following the revised financing terms in connection with the acquisition of the company by Bain Capital Private Equity, LP. Fitch has also affirmed the 'B+(EXP)'/'RR3' rating to the proposed senior secured term loan and assigned a 'B+(EXP)'/'RR3' to the delayed drawn term loan, which Fitch assumes will be undrawn at close. Fitch also has affirmed the 'CCC+(EXP)'/'RR6' rating to the proposed senior unsecured notes. The Rating Outlook is Stable. The ratings are based on the following assumptions on the revised capital structure: -- There will be minimal debt outstanding under the proposed $500 million ABL revolver at close; -- Term loan size of $1,350 million compared to initial indication of $1,200 million; -- Delayed draw term loan (DDTL) of $300 million undrawn at close, withdraws available for permitted M&A subject to a first-lien net leverage covenant; -- Unsecured bond size of $550 million compared to initial indication of $390 million. The expected ratings are predicated on the completion of the acquisition of the company by Bain Capital and the planned financing activities. The expected ratings will be converted to final ratings after the acquisition is completed with financing arrangements and terms that are consistent with Fitch's expectations. LBM's expected IDR reflects the high expected leverage levels after the close of the transaction, the company's relatively weaker competitive position as a distributor in the building products supply chain, the high cyclicality of its end-markets and its weak profitability metrics. Fitch's expectation for residential housing growth and a stabilizing commodity environment into 2021 supports modest deleveraging in the intermediate-term through EBITDA growth. The company's large scale, breadth of product offerings, extended debt maturity schedule and adequate liquidity positions are also factored into the expected ratings. KEY RATING DRIVERS Revised Financing Terms: The revised financing terms will result in higher gross debt levels at the close of the transaction. However, Fitch calculated pro forma total debt-to-operating EBITDA and net debt-to-operating EBITDA will remain roughly unchanged compared to previous financing indications after incorporating EBITDA from new acquisitions that will likely close before year-end, which were not previously included in Fitch's analysis. Fitch's current assumption is that the $300 million DDTL will be fully drawn over the course of the next 24 months for M&A transactions at purchase multiples around 6x EBITDA. Downward rating action could occur if Fitch determines that a material portion of DDTL capacity can or will be used for purposes other than M&A activity, such as shareholder renumeration, which will likely result in higher Fitch-measured leverage levels over the intermediate-term than Fitch's current expectations. Materially higher purchase multiples than historical averages for future M&A could also result in higher leverage levels and subsequent negative rating action. High Leverage Levels: Fitch expects pro forma (including acquisitions completed YTD and acquisitions set to complete before YE2020) total debt-to-operating EBITDA (based on Fitch-adjustments) and net debt-to-operating EBITDA to be 6.5x for the LTM period ending Sept. 30, 2020 after the consummation of the transaction by Bain Capital, based on the revised financing arrangements. The strong residential housing backdrop and stabilizing commodity environment entering 2021 supports Fitch's forecast for modest deleveraging to below 6x by YE2021, driven by revenue growth, slight EBITDA margin expansion, and EBITDA contributions from forecasted bolt-on M&A. Fitch forecasts limited debt paydown in the next couple of years as the company pursues additional bolt-on M&A with FCF generation. Weak Overall Competitive Position: The company's competitive position is weak relative to more highly-rated building products manufacturers in Fitch's coverage due to its position as a distributor in the supply chain, LBM's relatively low brand equity, and the company's limited value-added product offerings. Fitch believes the company has little competitive advantage relative to competitors of similar or greater scale. Breadth of product offerings and national scale provides some competitive advantages relative to distributors with only local presences and niche product offerings. The company estimates its market share within the markets it serves is around 8%-10%, which is strong for the industry, but modest on an absolute basis. Fitch estimates that U.S. LBM is the fifth largest (after accounting for the pending Builders FirstSource and BMC merger) professional building products distributor in the United States. The company believes it has the number one or number two market position in its key markets. Low EBITDA and FCF Margins: LBM's profitability metrics are commensurate with a 'B'-category building products issuer and are roughly in line with large distributor peers. Fitch-adjusted EBITDA margins have historically been in the 6%-7% range while FCF margins have sustained in the low-single digits. Fitch expects EBITDA margins to situate in the 7.0%-7.5% range during the forecast period, driven by stronger operating leverage and some fixed-cost takeout in 2020. The company's highly variable cost structure and ability to wind down working capital should help preserve positive FCF and liquidity through a modest construction downturn, but material declines in EBITDA margins could lead to unsustainable long-term leverage levels. Financial Flexibility: LBM will have good financial flexibility following the close of the acquisition by Bain Capital due to its extended debt maturity schedule and adequate liquidity position. The company's near-term debt maturities are limited to 1% term loan amortization per year until the term loan comes due in 2027. The ABL facility will have about $6 million outstanding out of $500 million maximum capacity at close and will mature in 2025. Fitch forecasts EBITDA-to-interest paid to be sustained around 3x from 2020 to 2023 in its base-case assumptions. Broad Product Offering: LBM offers a comprehensive suite of products for homebuilders and other construction professionals, including structural, interior and exterior products as well as some installation services and light manufacturing capacity, enabling the company to be a one-stop shop for residential and commercial construction needs. This product breadth enhances customer relationships, provides some competitive advantage over smaller distributors and diversifies the company's supplier base. Aggressive Capital Allocation Strategy: Fitch expects ownership under Bain Capital to maintain an aggressive posture towards its balance sheet and an acquisitive growth strategy. Fitch believes ownership has a relatively high leverage tolerance as evidenced by the high leverage multiple at the close of the transaction. Under previous ownership but the same management team, the company lowered leverage by over two turns of leverage from 2016 to 2019, ending 2019 at 4.7x total debt-to-operating EBITDA, according to Fitch measurements. Management and new ownership have expressed a desire to focus on deleveraging through debt reduction and EBITDA growth. Fitch expects most FCF, combined with draws on the DDTL, to be applied towards bolt-on acquisitions during the forecast period. Highly Cyclical End-Markets: The majority of LBM's sales are directed to highly cyclical end-markets. Management estimates that about 51% of sales are to new single-family home construction, 15% to multi-family construction, 11% to commercial construction and 5% to other end markets. The remaining 18% of sales are exposed to the residential repair and remodel end-market, which Fitch views as less cyclical than new construction activity. The company's substantial exposure to new construction weighs negatively on the credit profile when compared to other building products suppliers with more stable end-market exposure. Credit metrics and profitability may be more volatile than peers with higher repair and replacement demand exposure through the construction cycle. DERIVATION SUMMARY LBM has weaker credit and profitability metrics than Fitch's publicly-rated universe of building products manufacturers, which are concentrated in low-investment grade rating categories. These peers typically have total debt-to-operating EBITDA of less than or equal to 3x, global operating profiles and stronger market share than LBM. The company is smaller in scale but has similar end-market exposure, profitability metrics and product offerings to its closest publicly-traded peer, Builders FirstSource, Inc. (BLDR: prior to its merger with BMC), but BLDR has substantially lower leverage levels. LBM has similar leverage levels and profitability metrics to Beacon Roofing Supply, Inc (BECN), but BECN has higher exposure to less cyclical repair and replacement demand. KEY ASSUMPTIONS -- Fitch expects pro forma total debt-to-operating EBITDA and net debt-to-operating EBITDA to be about 6.5 after the close of the transaction with Bain Capital; -- Mid-single digit organic revenue growth in 2020 and 2021 supported by residential housing strength, partially offset by weakness in commercial construction activity; -- Fitch-adjusted EBITDA margins sustain in the 7.0%-7.5% range; -- FCF generation of roughly $100 million-$150 million annually, translating to FCF margins consistently in the low-single digits; -- The company deploys FCF and utilizes undrawn DDTL capacity to fund bolt-on M&A activity over the next 24 months; -- Total pro forma debt-to-operating EBITDA of 5.8x at YE2021 and 5.3x at YE2022 and pro forma net debt-to-operating EBITDA of 5.7x at YE2021 and 5.2x at YE2022. -- EBITDA/interest paid around 3.0x during those years. Recovery Analysis Assumptions The recovery analysis assumes that LBM would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch's GC EBITDA estimate of $228 million estimates a post-restructuring sustainable level of EBITDA. This is about 23% below Fitch calculated pro forma EBITDA for the LTM ending Sept. 30, 2020. The GC EBITDA is based on Fitch's assumption that distress would arise from weakening in the housing market combined with losses of certain customers. Fitch estimates that annual revenues that are about 15% below Fitch-forecasted 2020 pro forma levels and Fitch-adjusted EBITDA margins of about 6% would capture the lower revenue base of the company after emerging from a housing downturn plus a sustainable margin profile after right-sizing, which leads to Fitch's $228 million GC EBITDA assumption. GC EBITDA has been revised upward by about $21 million since the initial rating review as Fitch now incorporates EBITDA from completed and pending M&A transactions (totaling about $28 million in LTM pre-synergy EBITDA) which will likely close before year-end in the GC enterprise value assumptions. Fitch assumed a 5.5x EV multiple to calculate the going-concern EV in a recovery scenario. The 5.5x multiple is below the 9.1x proposed purchase multiple by Bain Capital, and below the 8.6x EBITDA multiple when BLDR acquired ProBuild for $1.6 billion in 2015. Additionally, Beacon Roofing Supply acquired distributor Allied Building Products for $2.6 billion in 2017 at an 8.7x multiple. Fitch does not have recent data on recovery multiples for building products distributors. The ABL revolver is assumed to be 75% drawn at default, which accounts for potential shrinkage in the available borrowing base during a contraction in revenues that provokes a default, and is assumed to have prior-ranking claims to the term loan in the recovery analysis. The analysis results in a recovery corresponding to an 'RR3' for the $1.35 billion secured term loan and undrawn $300 million secured DDTL and a recovery corresponding to an 'RR6' for the $550 million unsecured bond. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained below 4.5x; -- The company lowers its end-market exposure to the new home construction market to less than 50% of sales in order to reduce earnings cyclicality and credit metric volatility through the housing cycle; -- The company maintains a strong liquidity position with no material short-term debt obligations. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained above 6.0x or that net debt-to-operating EBITDA will be sustained above 5.8x; -- Operating EBITDA/Interest paid falls below 2.0x; -- Fitch's expectation that FCF generation will approach neutral or fall to negative. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects the company to have an adequate liquidity position at the close of the pending purchase transaction with Bain Capital, supported by the company's expected ABL revolver capacity. Fitch expects about $6 million of the proposed $500 million ABL revolver to be outstanding on the revolver post-transaction close, based on the revised transaction terms. Fitch assumes that the $300 million DDTL will be undrawn at close. Fitch expects the DDTL will be drawn over the next 24 months to finance additional M&A, subject to 4.5x first-lien net leverage. Maturity Schedule: Fitch expects the company to have no meaningful debt maturities post-transaction close until 2025, when the company's ABL revolver comes due. The term loan and senior unsecured notes have expected maturities of seven and eight years, respectively. The term loan will amortize at 1% annually and will be subject to an excess cash flow sweep. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or to the way in which they are being managed by the entity. LET'S GO AERO: Seeks to Hire Allen Vellone as Special Counsel ------------------------------------------------------------- Let's Go Aero, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Allen Vellone Wolf Helfrich & Factor, P.C. as its special counsel. The Debtor requires legal assistance in these lawsuits and arbitrations: a. Let's Go Aero, Inc. v. Beier, et al., Denver County District Court Case No. 2020CV176; b. Let's Go Aero, Inc. v. Forcome Ltd., ICC Arbitration No. 25644/PDP; and c. Let's Go Aero, Inc. v. Forcome Ltd. et al., United States District Court for the Western District of Missouri, Springfield Division, Case No. 20-cv03273 MDH. The attorneys most likely to perform services are Vandana Koelsch, Esq., and Eric Jonsen, Esq. The firm's hourly rates are: Vandana Koelsch, Esq. $285 Eric Jonsen, Esq. $400 Other Attorneys $210 to $400 Paralegals $150 to 180 Ms. Koelsch disclosed in court filings that the firm does not hold any interest adverse to the Debtor or to the estate with respect to the matter on which it is to be employed. The firm can be reached through: Vandana Koelsch, Esq. Allen Vellone Wolf Helfrich & Factor P.C. 1600 Stout St UNIT 1900 Denver, CO 80202 Phone: +1 303-534-4499 About Let's Go Aero Let's Go Aero, Inc. is a Colorado outdoor lifestyle products company for gear transport, storage and recreation. It offers cargo carriers, trailers, camping trailers, bicycle carriers, silent towing, shelters and accessories. Visit https://letsgoaero.com for more information. Let's Go Aero filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-17582) on Nov. 23, 2020. The petition was signed by Marty L. Williams, president. At the time of the filing, the Debtor disclosed total assets of $1,865,072 and total liabilities of $4,458,199. The Hon. Michael E. Romero is the case judge. The Debtor is represented by Wadsworth Garber Warner Conrardy, P.C. LOUISIANA PELLETS: GPLA Payments to Wessel Valid, 5th Cir. Affirms ------------------------------------------------------------------ In the case captioned, CRAIG JALBERT, Appellant, v. WESSEL G M B H, Appellee, Case No. 19-31009 (5th Cir.), the United States Court of Appeals for the Fifth Circuit affirmed the order denying the request of the trustee for German Pellets Louisiana LLC to avoid transactions entered into by GPLA with Wessel GmbH Fordertechnik und Pelletierenlagen. The adversarial bankruptcy action involves contracts to construct a wood-pellet manufacturing plant in Louisiana. Louisiana Pellets, Inc., engaged GPLA to oversee the construction and eventually operate the completed facility. GPLA contracted Wessel to construct conveying and cooling equipment and related services. When GPLA and Louisiana Pellets filed for Chapter 11 bankruptcy, GPLA's Trustee sought to avoid and recover five disputed payments made by GPLA to Wessel, arguing that these were constructive fraud. The bankruptcy court issued a judgment in favor of Wessel. The court concluded that a binding contract existed between the parties, that the five disputed payments made by GPLA to Wessel were for reasonably equivalent value, and that the payments made did not increase GPLA's insolvency because they were payments on antecedent debt. The district court, sitting as an appellate court, affirmed the bankruptcy court's decision. On appeal, the Fifth Circuit affirmed the bankruptcy court's ruling. It held that all five disputed payments were not constructive fraudulent transfers, and that those payments are not avoidable under Louisiana law. The disputed payments consisted of GBP200,000 in December 2014 and a second GBP200,000 shortly after the parties agreed to a Second Change Order in April 2015. The Second Change Order provided that a portion of the original Phase II would be reinstated -- work that was renamed Line B1. GPLA's parent company issued three additional payments -- which were also disputed -- of GBP200,000 each between August and September 2015. Circuit Judge Catharina Haynes concurred in part and dissented in part. She dissented from the portion of the majority opinion affirming the bankruptcy court's ruling on the two disputed payments invoiced before the parties agreed to the Second Change Order. Judge Haynes held that the two payments were constructively fraudulent and reversed the bankruptcy court's ruling regarding these payments. Even the majority opinion, Judge Haynes pointed out, concedes that the lack of a binding agreement at the time of the invoices puts these payments on "tenuous footing." "That is actually an overstatement: those two are not on any footing. The payments do not correspond to any antecedent debt and were not otherwise for reasonably equivalent value," she said. A full-text copy of the Court's decision dated December 4, 2020 is available at https://tinyurl.com/y43nxl4y from Leagle.com. About Louisiana Pellets Louisiana Pellets, Inc., and German Pellets Louisiana, LLC, are members of the "German Pellets" family of companies, which is a family of related companies centered in Wismar, Germany, operating in the wood pellets industry. LPI owns a wood pellet production facility located on 334 acres of land in Urania, Louisiana. The Facility is still under construction and is not yet fully complete or operational. GPLA is the general contractor for construction of the Facility. A contract is in place with E.ON UK PLC (a United Kingdom utility company) to purchase the wood pellet production from the Facility. LPI and PLA sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and delays in the course of construction of their still-to-be-completed wood pellet production facility. The petitions were signed by Anna-Kathrin Leibold, president and chief executive officer. The Hon. John W. Kolwe presides over the case. Louisiana Pellets estimated assets and debts at $100 million to $500 million. German Pellets estimated assets and debts at $50 million to $100 million. The Debtors tapped Locke Lord LLP as counsel. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, appointed on March 15, 2016, five creditors of Louisiana Pellets Inc. and German Pellets Louisiana LLC to serve on the official committee of unsecured creditors. The Committee retained Jones Walker LLP as counsel and Cooley LLP as co-counsel. LUPTON CONSULTING: Hires Watton Law Group as Legal Counsel ---------------------------------------------------------- Lupton Consulting LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Watton Law Group as its legal counsel. The Debtor requires Watton Law to: a. advise and assist the Debtor with respect to its duties and powers under the Bankruptcy Code; b. prepare bankruptcy schedules and statements; c. assist in preparing a plan of reorganization and attendant negotiations and hearings; d. prepare and review pleadings, motions and correspondence; e. appear at and be involved in various proceedings before the court; f. handle case administration tasks and deal with procedural issues; g. assist the Debtor with the commencement of debtor-in-possession operations, including 341 meeting and monthly reporting requirements; and h. analyze claims and prosecute claim objections. The rates of attorneys and paraprofessionals range from $150 to $425 per hour. Watton Law is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not hold nor represent an interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Michael J. Watton, Esq. Watton Law Group 301 West Wisconsin Avenue, 5th Floor Milwaukee, WI 53203 Tel: (414) 273-6858 Fax: (414) 273-6894 Email: wlgmke@wattongroup.com About Lupton Consulting LLC Lupton Consulting LLC, a privately held company that operates health and fitness clubs, filed its voluntary petition for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 20-27482) on Nov. 16, 2020. The petition was signed by Lawrence Lupton, managing member. At the time of the filing, the Debtor disclosed $413,307 in assets and $1,192,463 in liabilities. Michael J. Watton, Esq., at Watton Law Group, represents the Debtor as legal counsel. MA REAL ESTATE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: MA Real Estate and Investments, L.L.C. 306 Fifth Street Bay City, MI 48708 Business Description: MA Real Estate and Investments, L.L.C. is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 10, 2020 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 20-21715 Debtor's Counsel: Susan M. Cook, Esq. WARNER NORCROSS & JUDD, LLP 715 E. Main Street Suite 110 Midland, MI 48640-5382 Tel: 989-698-3759 Email: smcook@wnj.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Reid, Attorney-in-Fact for Thomas P. LaPorte, managing member. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P5W76EI/MA_Real_Estate_and_Investments__miebke-20-21715__0001.0.pdf?mcid=tGE4TAMA MALLINCKRODT PLC: Opioid Committee Asks Court to Set Bar Date ------------------------------------------------------------- Law360 reports that a committee representing parties with claims stemming from opioid sales by bankrupt drugmaker Mallinckrodt PLC is calling for a Delaware bankruptcy court judge to require the company to count and set deadlines for opioid-related claims. In a motion filed Wednesday, December 9, 2020, evening, the opioid claimants committee argued Mallinckrodt's proposal for a future claims representative to handle all present and future claims against its proposed $1.6 billion opioid settlement trust needs to be replaced with a more standard bankruptcy procedure of claims notices and deadlines. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. 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. MAPLE LEAF CHEESE: Files for Chapter 11 Bankruptcy -------------------------------------------------- Barry Adams of Wisconsin State Journal reports that the 110-year-old Green County cheese cooperative, Maple Leaf Cheese Cooperative, has filed for bankruptcy but the farmers who own the co-op and supply milk to the Twin Grove facility have found temporary buyers for their milk. Maple Leaf Cheese Cooperative and Maple Cheese Makers failed to reach agreement on a contract and production at the plant recently endedk. The co-op, which owns the building and some of the equipment inside, filed for Chapter 11 bankruptcy on Wednesday to restructure its debts so it could buy more time to find a new partner to make cheese at the plant. The 25 farmers have found temporary markets for their milk but the hope is to reopen the cheese plant in the next three to four months so the farmers can return to supplying milk to the plant, located southeast of Monroe. The Cooperative is hoping that the bankruptcy court will authorize payments owed to patrons for milk delivered prior to Wednesday's, December 9, 2020, petition date. "Regretfully, I know that the cooperative farmer-owners will have to make further sacrifices in the short run, but that Chapter 11 is the only way to keep the Cooperative alive and rebuild for a stronger future," said Jeremy Mayer, president of the co-op. "Our cooperative family has had to make sacrifices before and each time the cooperative and its farmer-owners have come out stronger than before." Maple Leaf Cheesemakers announced in October that it would cease production at the Twin Grove plant in early December 2020 which left farmers scrambling to find new homes for the combined 3.5 million pounds of milk they supplied monthly to the cheesemakers. The cheesemakers will continue to make much of its Monterey Jack, smoked Gouda, cheddar and white cheddar with cranberries, cherries and blueberries at other contract facilities but with milk from other farmers. However, that production won't include Maple Leaf's award-winning English Hollow cheddar, named in March to the list of 20 finalists at the World Championship Cheese Contest in Madison. The co-op, established in 1910 and now with some third-generation farmers, has worked with a number of cheesemakers over the years, and for much of its history the plant was on Highway 59 between Monroe and Albany. In 1994, the cheesemaking moved to Twin Grove, just a few miles north of the Illinois state line where, in 1996, longtime master cheesemakers Jeff Wideman and Paul Reigle created Maple Leaf Cheesemakers. The decision to close the plant was based on economics after the closure of specialty cheese shops earlier this year and a dramatic drop in demand from higher-end food-service distributors, the cheesemakers said. The agreement between the Maple Leaf Cheese Cooperative, which had been losing money, and the Maple Leaf Cheesemakers allowed small farms to be a part of the cheese industry, said Will Hughes, a longtime manager at the state Department of Agriculture, Trade and Consumer Protection who is working as a consultant with the cooperative. While the co-op provided the milk for the cheese, the cheesemakers took a commission on the sale of the cheese. The farmers were not paid for their milk directly. Instead, they divvied up what was left after the sale of the cheese and bills were paid for things like property taxes, insurance and loan payments for improvements to the facility. The farmers also derived revenue from the sale of raw cream and whey left over from the cheesemaking process. However, the price for raw whey has plunged 80% in recent years. But for now, the cooperative has no revenue. Hughes said there are two likely options for the plant moving forward. The co-op could find a cheesemaker and operate under a similar agreement as in the past or it could sell the plant to a cheesemaker, who would agree to by the milk from the co-op. "If that's the only way we can get the plant reopened that's what we're going to have to look at," Hughes said. "Our ideal (situation) would be somebody that could come in and help buy the equipment and provide enough financial resources and have enough (cheese) markets to get the plant running. It's going to have to be a long term commitment." About Maple Leaf Cheese Maple Leaf Cheese is a Green County based cooperative that produces different kinds of quality cheeses like Monterey Jack, a spicy peppered Jack cheese, excellent Gouda, or one of our double-milled White Cheddars with cranberries, cherries or blueberries. Maple Leaf Cheese Cooperative sought Chapter 11 protection (Bankr. W.D. Wisc. Case No. 20-13006) on Dec. 9, 2020. The Coop was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Debtor's counsel: Justin M. Mertz Michael Best & Friedrich LLP Tel: 414-271-6560 E-mail: jmmertz@michaelbest.com MAPLE LEAF: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Maple Leaf Cheese Cooperative N890 Twin Grove Road Monroe, WI 53566 Business Description: Maple Leaf Cheese Cooperative is in the business of dairy product manufacturing. Chapter 11 Petition Date: December 9, 2020 Court: United States Bankruptcy Court Western District of Wisconsin Case No.: 20-13006 Debtor's Counsel: Justin M. Mertz, Esq. MICHAEL BEST & FRIEDRICH LLP 790 N. Water Street, Suite 2500 Milwaukee, WI 53202 Tel: 414-271-6560 Email: jmmertz@michaelbest.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jeremy Mayer, Board president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/Q6DEFQY/Maple_Leaf_Cheese_Cooperative__wiwbke-20-13006__0007.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HF4ULMY/Maple_Leaf_Cheese_Cooperative__wiwbke-20-13006__0001.0.pdf?mcid=tGE4TAMA MARLEY STATION: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Marley Station Redemption, LLC 8320 Meadowbrook Dr. Fort Worth, TX 76120 Business Description: Marley Station Redemption, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 10, 2020 Court: United States Bankruptcy Court Northern District of Texas Case No.: 20-43726 Debtor's Counsel: Behrooz P. Vida, Esq. THE VIDA LAW FIRM, PLLC 3000 Central Drive Bedford, TX 76021 Tel: (817) 358-9977 Fax: (817) 358-9988 Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Buck Harris, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UXHTHBQ/Marley_Station_Redemption_LLC__txnbke-20-43726__0001.0.pdf?mcid=tGE4TAMA MIDAS INTERMEDIATE: Moody's Alters Outlook on Caa1 CFR to Positive ------------------------------------------------------------------ Moody's Investors Service affirmed all ratings of Midas Intermediate Holdco II, LLC, including its Caa1 corporate family rating and Caa2-PD probability of default ratings. At the same time, Moody's assigned a B2 rating to the company's proposed $700 million term loan and $91 million revolving credit facility. The outlook was changed to positive from negative. "The change in outlook to positive recognizes the favorable impact on liquidity from the proposed refinance of the bank credit facilities," stated Moody's Vice President Charlie O'Shea. "The affirmation of the Caa1 CFR and Caa2-PD PDR reflects Moody's concern that work remains with Service King's capital structure, with the proposed new facilities subject to a "springing" maturity inside the October 2022 notes maturity in the event these notes have not been reduced below $135 million by July 1, 2022," added O'Shea. Assignments: Issuer: Midas Intermediate Holdco II, LLC Senior Secured Bank Credit Facility, Assigned B2 (LGD2) Affirmations: Issuer: Midas Intermediate Holdco II, LLC Probability of Default Rating, Affirmed Caa2-PD Corporate Family Rating, Affirmed Caa1 Senior Secured Bank Credit Facility, Affirmed B2 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD4) Outlook Actions: Issuer: Midas Intermediate Holdco II, LLC Outlook, Changed To Positive From Negative RATINGS RATIONALE Service King's ratings reflect the company's weak credit metrics, with pro forma debt/ EBITDA for the LTM period ended September 2020 of around 11 times and EBIT/interest well below 1 time (including 50% credit for unrealized cost savings from front-office restructuring initiatives executed in early 2020). Supporting the ratings is its solid market position in the highly fragmented collision repair sub-sector, its mutually-beneficial relationships with national and major insurance carriers which represents the vast majority of revenue, and strong industry fundamentals which should support stable demand for its services. While demand fundamentals are expected to normalize to historically stable levels in FYE 2021, recent pricing pressure with certain carriers along with higher costs has resulted in an erosion in margins, EBITDA and free cash flow. New assignment volumes are showing signs of normalization, with Moody's expectation that this, in tandem with the company's cost reductions and other operating efficiency initiatives, will result in debt/EBITDA trending towards 8 times and EBIT/interest rising above 1 time during 2021. Assuming the refinance is completed as outlined, Service King's presently weak liquidity will improve, however, Moody's notes that the looming October 2022 note maturity will create significant pressure if not addressed in due course. The positive outlook recognizes the favorable impact on Service King's credit profile of the proposed refinance, as well as the potential for an improvement in credit metrics from the various operating initiatives. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded once the company addresses the 2022 notes maturity under reasonable terms, and it is able to drive meaningful revenue and EBITDA growth such that debt/EBITDA is below 7.5 times with EBIT/interest sustained materially above 1.25 times. An upgrade would also require the company to maintain at least good liquidity, and the expectation that financial policies will sustain metrics at these levels. Ratings could be downgraded if the proposed refinance transaction does not close under the indicated terms, or if the 2022 note maturity is not addressed during 2021. Ratings could also be downgraded if "steady state" operating performance does not show signs of stabilization or if financial strategy becomes more aggressive such that debt/EBITDA remains above 7.5 times or EBIT/interest remains below 1.0 time. Service King is exposed to environmental risk as the company is subject to governmental laws and regulations regarding hazardous waste. Service King could be impacted if they are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect the operations, business, reputation, financial condition, or results of operations. Service King was recently fined by the State of California for failure to adhere to hazardous waste regulations. However, the fine was reduced to an immaterial amount, $1.8 million, following Service King's early adoption of remediation efforts. Service King has put in a place an ongoing training program to ensure that its employees comply with all hazardous waste requirements going forward. Service King's overall corporate governance risk is high given its financial sponsor ownership. Financial strategy and leverage policy are a key concern with sponsor-owned companies, and in the case of Service King, the key risk is that the sponsor's pursuit of an aggressive pace of debt-funded acquisitions, which has increased total funded debt by more than $300 million since 2014, has resulted in an elevated leverage profile that may limit the company's financial flexibility in the event that earnings deteriorate from current levels. Headquartered in Richardson, Texas, Midas Intermediate Holdco II, LLC is a leading provider of vehicle body repair services with annual revenue of over $1.1 billion. The company operates under the Service King brand name and operated 338 locations in 24 states as of September 30, 2020. The principal methodology used in these ratings was Retail Industry published in May 2018. MIWD HOLDCO II: Moody's Affirms B2 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B2 rating to MIWD Holdco II LLC's (the parent of MI Windows and Doors, LLC (MIWD)) proposed $750 million first lien senior secured term loan due 2027 and affirmed the company's B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also affirmed the B2 rating on the company's existing term loan but expects to withdraw that rating once the proposed term loan is put in place. The outlook is stable. The proposed refinancing of MIWD's term loan, where a new 7 year $750 million first lien term loan will replace the existing $675 million facility due 2026, is taking place in conjunction with the company's contemplated acquisition of a manufacturer of vinyl replacement windows and patio doors for the in-home dealer market. The acquisition target generates about $80 million in annual revenue and predominantly serves the repair and remodeling channel in the Midwest and Northeast regions. MIWD is also putting in place a new $150 million ABL revolving credit facility expiring in 2025. Moody's estimates that pro forma debt to LTM EBITDA would increase to 5.7x at September 30, 2020 and EBITA to interest coverage would have been 2.2x for the twelve months then ended. These metrics include the preferred equity instrument held at the parent company of MIWD as debt. Excluding that adjustment, debt to LTM EBITDA and interest coverage would have been 3.7x and 4.1x, respectively, for the same time period. The affirmation of the ratings reflects pro forma credit metrics that are only modestly different from the September 30, 2020 levels and remain in line with its expectations. The following rating actions were taken: Issuer: MIWD Holdco II LLC Assignments: Proposed $750 million first lien senior secured term loan due 2027, assigned B2 (LGD4) Affirmations: Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B2-PD $675 million first lien senior secured term loan due 2026, affirmed at B2 Outlook actions: Outlook, remains stable RATINGS RATIONALE The B2 Corporate Family Rating reflects the company's: 1) good position in manufacturing of vinyl and aluminum doors and windows and considerable scale; 2) national footprint and diversity of product price points and distribution channels; 3) solid operating margin and positive free cash flow; 4) financial strategy that focuses on deleveraging; and 5) its expectation of stable conditions in residential end markets, including new construction and repair and remodeling, over the next 12 to 18 months. On the other hand, Moody's also considers: 1) the limited operating history in the company's current configuration having acquired Milgard in a transformational transaction in the fourth quarter of 2019; 2) integration risks, including potential higher costs, performance below expectations, or operational disruptions; 3) volatility in margin and pricing inherent in the window and door manufacturing sector given the cyclicality of the end markets and a highly competitive industry environment; 4) aggressive financial policies, which include the use of a preferred equity instrument that has a PIK component and debt like characteristics; 5) moderately high debt leverage; and 6) customer concentration, with top ten customers representing about one third of total revenue. The stable outlook reflects Moody's expectations that the company will benefit from stable conditions in its residential end markets and continue to generate solid operating margins and positive free cash flow over the next 12 to 18 months. Moody's also expects continued progress in the company's integrations of acquisitions. MIWD is expected to maintain good liquidity over the next 12 to 15 months, supported by its positive free cash flow, available ABL revolver capacity, which is expected to remain largely undrawn, flexibility under the springing fixed charge coverage covenant, and no debt maturities until 2025, when the revolver expires. The B2 rating on first lien senior secured term loan, at the same level with CFR, reflects the preponderance of this class of debt in the company's capital structure. MI Windows and Doors, LLC and its parent MIWD Holdco II LLC are joint borrowers under the term loan. The loan benefits from guarantees of all subsidiaries of MIWD Holdco II LLC. The proposed first lien term loan is not expected to contain any financial maintenance covenants, and the proposed revolving credit facility is expected to contain a springing fixed charge coverage ratio of 1.0x if ABL availability falls below $15 million. The credit agreement is expected to contain certain covenant flexibility for transactions that can adversely affect creditors. This includes an uncommitted incremental facility capacity up to $175 million or 75% of consolidated EBITDA, plus unlimited debt (assumed to be first lien secured) so long as the first lien net leverage ratio is below 4.0x, of which up to the greater of $115m and 50% of EBITDA can be incurred with an earlier maturity date than existing term loans. The credit agreement requires 100% of non-ordinary course asset sales to be used to repay the credit facility, stepping down to 50% and 25% if secured net leverage is below 2.5x and 2.25x, respectively, subject to a reinvestment opportunity of 100% of these proceeds. There are no unrestricted subsidiaries preventing potential collateral leakage to unrestricted subsidiaries. Only wholly-owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; partial dividends of ownership interests could jeopardize guarantees. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company exercises conservative financial strategies and delevers below 5.0x on a fully adjusted basis (3.0x excluding the preferred instrument), accomplishes the successful, seamless integration of the transformative acquisition and continues to improve its scale, while end markets remain supportive of stable operating performance, including maintenance of margins. Ratings could be downgraded if the company experiences difficulties in the integration of acquired businesses, if operating margins were to deteriorate, including due to weakening in the company's end markets, or if financial policies grew more aggressive, including if fully adjusted leverage were to exceed 7.5x. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. MI Windows and Doors, LLC is a manufacturer of vinyl and aluminum windows and patio doors in the US, serving the residential end markets of new construction and repair and remodeling. The company also extrudes the majority of its vinyl needs in house. MIWD is privately held, family and management owned, with a minority investor being an affiliate of Koch Equity Development LLC. In the LTM period ended September 30, 2020, the company generated approximately $1.3 billion in pro forma revenue. MUSEUM OF AMERICAN JEWISH: Debtor's Property Valued at $66MM ------------------------------------------------------------ In the case captioned MUSEUM OF AMERICAN JEWISH HISTORY d/b/a NATIONAL MUSEUM OF AMERICAN JEWISH HISTORY, Chapter 11, Debtor, Bankruptcy No. 20-11285-MDC, (Bankr. E.D. Pa.), Chief Bankruptcy Judge Magdeline D. Coleman found that the value of the real property of the Museum of American Jewish History d/b/a National Museum of American Jewish History is $66 million. The Debtor owns the real property upon which the National Museum of American Jewish History sits, located at 101 South Independence Mall in Philadelphia, Pennsylvania. The property consists of 0.51 acres of land, and the Museum building totals 103,585 square feet spanning six floors, including a below grade concourse. On July 23, 2020, the Debtor sought an order from the Court to determine the value of its real property for the purpose of determining the extent of its creditors' lien on the property. The Court held that the property should be valued according to its replacement value in light of its proposed use a museum. It relied on the appraisal of real estate appraiser Eric L. Enloe. The Court determined that Enloe's value-in-use appraisal was the correct valuation model, that his cost approach was an appropriate method to determine the property's replacement value, and that the inputs of his cost approach were reasonable and reliable. The Debtor's acquisition of the property and construction of the Museum was funded through a combination of donations and a construction loan from TD Bank, N.A. In 2015, the Museum refinanced the construction loan from proceeds of two series of Revenue Bonds issued by the Philadelphia Authority for Industrial Development: (i) Series 2015A, in the original principal stated amount of $17 million; and (ii) Series 2015B, in the original principal stated amount of $13.75 million. The loan proceeds from the Bonds were applied towards the payoff of the construction loan from TD Bank and certain costs of issuance of the Bonds. TD Bank initially served as the Indenture Trustee under the Trust Indenture for the Bonds. In June 2015, all of the PAID's rights under the Loan Documents were assigned to TD Bank. Effective as of October 18, 2019, TD Bank resigned and the PAID appointed UMB Bank, N.A. as Successor Trustee. BNB Bank is the holder of the Series A Bond. The Series B Bonds are held by 11 individuals, trusts, or foundations. As of the Petition Date, the principal amount outstanding under the Series A Note was $16.3 million, and the principal amount outstanding under the Series B Note was $13.75 million. The Trustee has filed a Proof of Claim asserting a secured claim on behalf of all Bondholders in the amount of $31.07 million. Under its Fourth Amended Chapter 11 Plan, the Debtor intends to retain the Property and continue to operate it as the Museum. The Debtor proposes to pay the A Bondholder a total of $6.5 million, payable by $1.5 million over 10 years, with a $4 million balloon payment at the end of that 10-year term. The Debtor proposes to pay the B Bondholders $100,000 in total. The Debtor filed the Valuation Motion in July 2020, seeking a determination of the value of the Property prior to confirmation of the Plan. The Debtor represented that it had obtained an appraisal of the Property in September 2019 which valued the Property at $10.15 million, and asserted that, in light of the subsequent drop in real property values in Center City Philadelphia due to COVID-19, the Property is appropriately valued at $10.15 million or less. Meanwhile, the Trustee believes the Property's value is $29.9 million, based on a January 2018 appraisal obtained by the A Bondholder. Judge Coleman noted that because Enloe valued the Property at $66 million, and the Trustee's secured claim is roughly $31 million, any flaw in Enloe not including external obsolescence based on the COVID-19 pandemic would need to result in a reduction of the Property's value by at least $35 million -- i.e., a further reduction for depreciation in excess of 50% -- in order to call into question whether the Trustee's claim is fully secured. A full-text copy of the Court's opinion dated December 4, 2020 is available at https://tinyurl.com/yycqwzyu from Leagle.com. About Museum of American Jewish History The Museum of American Jewish History -- https://www.nmajh.org/ -- is a Pennsylvania non-profit organization which operates the National Museum of American Jewish History, the only museum in the nation dedicated exclusively to exploring and interpreting the American Jewish experience. The museum presents educational and public programs that preserve, explore and celebrate the history of Jews in America. The museum was established in 1976 and is housed in Philadelphia's Independence Mall. On March 1, 2020, Museum of American Jewish History sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Dilworth Paxson, LLP, as its legal counsel and Donlin, Recano & Company, Inc., as its claims agent. NABORS INDUSTRIES: S&P Raises ICR to 'CCC+' After Debt Exchange --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based onshore drilling contractor Nabors Industries Ltd. to 'CCC+' from 'SD', reflecting its assessment of the company's credit risk following the debt exchange. The rating agency assigned a 'B-' rating to the company's newly issued 9% senior priority notes maturing in 2025. S&P raised its issue-level rating on the company's guaranteed notes with maturities in 2026 and 2028 to 'CCC-' from 'D' with a recovery rating of '6'. The rating agency raised its rating on the company's unsecured notes to 'CCC-' from 'D' with a recovery rating of '6'. S&P said, "The outlook is negative reflecting our expectation that Nabors' maturity profile and leverage remain unsustainable despite the recent debt and interest reduction. We believe there is an elevated probability of another distressed debt exchange or restructuring in the next 18 to 24 months amid a weak oilfield services industry environment." The 'CCC+' issuer credit rating reflects an improved near-term debt maturity profile but challenges remain. Nabors was able to reduce its near-term debt by exchanging approximately $176 million new 9% senior priority notes due 2025 for approximately $380 million of existing notes with varying maturities ranging from 2021 to 2028. Additionally, in a private exchange, Nabors issued approximately $51 million 6.5% senior priority notes due 2025 for $115 million of 0.75% senior exchangeable notes due 2024. These transactions reduced total debt by approximately $269 million, or about 28% of the approximately $1.38 billion of notes subject to the exchange offer. S&P believes Nabors' near-term maturity profile is manageable; however, starting in 2023, the company faces additional large debt maturities, including its credit facility, which could prove challenging to refinance on favorable terms depending on market factors. The rating is supported by Nabors' large and high quality rig fleet; a diversified geographic footprint, including a strong relationship with Saudi Aramco, its largest customer; and relationships with other large, well-capitalized exploration and production (E&P) companies. The oilfield services industry continues to be under tremendous stress and S&P expects market conditions to remain difficult for at least the next year. The material drop in oil prices--kicked off by the Saudi-Russian price war and worsened by the unprecedented drop in demand as a result of the coronavirus pandemic--has led to sharp reductions in oil producers' capital spending plans for 2020, which S&P expects to continue through 2021. This will significantly reduce demand for the oilfield services sector and will have an impact on Nabors' revenue and margins. S&P expects North American rig activity to remain muted in 2021 as E&P companies focus on living within cash flows and try to win back investors that have left the space. This will result in reduced drilling and service activity in North America and will stymie Nabors' ability to generate significant free cash flow to reduce its debt. Nabors' capital structure is increasing in complexity. The newly issued 9% senior priority notes due 2025 and 6.5% senior priority notes due 2025 rank below the company's revolving credit facility, which is now partially secured as a result of amendments to the facility in September 2020. The newly issued senior priority guaranteed notes rank higher and are closer to the assets than the senior guaranteed notes maturing in 2026 and 2028. The unsecured notes maturing in 2021, 2023 and 2025 as well as the 0.75% senior exchangeable notes maturing in 2024 rank last in the capital structure. S&P said, "The negative outlook reflects our view that, based on market prices, Nabors may engage in a debt exchange or debt repurchase that we would regard as distressed. Additionally, the outlook reflects Nabors' high debt burden, the need to address 2023 maturities, including its credit facility, and the weak oilfield services operating environment." "We could lower the rating on Nabors if we view the prospect of a distressed exchange or below-par repurchase as likely within the next 12 months. We could also lower the rating if liquidity becomes constrained beyond our expectations, which could occur if E&P capital spending is below our current assumptions, Nabors is unable to generate free cash flow, or commodity prices are below our current expectations resulting in less demand for Nabors' products and services." "We could return the outlook to stable if Nabors is able to generate significant cash flow to reduce its total debt levels while maintaining adequate liquidity. A stable outlook would also require a reduced risk of a distressed exchange or below-par debt repurchase, which would most likely occur if market trading improves." NEONODE INC: Eliminates Series A, B, C-1, & C2 Preferred Stock -------------------------------------------------------------- Neonode Inc. filed Certificates of Elimination with the Secretary of State of the State of Delaware to eliminate the Company's Series A Preferred Stock, Series B Preferred Stock, Series C-1 5% Convertible Preferred Stock, and Series C-2 5% Convertible Preferred Stock. No shares of Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, or Series C-2 Preferred Stock were outstanding at the time of filings. Upon such elimination, the Series A Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, and Series C-2 Preferred Stock resumed their status as undesignated shares of Preferred Stock of the Company and their references were eliminated from the Restated Certificate of Incorporation of the Company, as amended. In addition, on Dec. 9, 2020, the Company filed a Restated Certificate of Incorporation to integrate into a single document the previous Certificates of Amendment, Designation, and Elimination. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops user interface and optical interactive touch and gesture solutions. Its patented technology offers multiple features including the ability to sense an object's size, depth, velocity, pressure, and proximity to any type of surface. Neonode recorded a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.62 million in total assets, $3.64 million in total liabilities, and $12.98 million in total stockholders' equity. NEONODE INC: Posts $1.64 Million Net Loss in Third Quarter ---------------------------------------------------------- Neonode Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the company of $1.64 million on $1.49 million of total revenues for the three months ended Sept. 30, 2020, compared to a net loss attributable to the company of $1.08 million on $1.31 million of total revenues for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss attributable to the company of $4.26 million on $3.55 million of total revenues compared to a net loss attributable to the Company of $2.92 million on $5.03 million of total revenues for the nine months ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $16.62 million in total assets, $3.64 million in total liabilities, and $12.98 million in total stockholders' equity. Cash used by operations was $1.8 million and $3.7 million for three and nine months ended Sept. 30, 2020, respectively, compared to $1.4 million and $2.9 million in the same periods in 2019, respectively. Cash and accounts receivable totaled $13.3 million on Sept. 30, 2020 compared to $3.7 million at December 31, 2019. The Company has incurred significant operating losses and negative cash flows from operations since its inception. The Company had an accumulated deficit of approximately $194.8 million and $190.5 million as of Sept. 30, 2020 and Dec. 31, 2019, respectively. In addition, operating activities used cash of approximately $3.7 million and $2.9 million for the nine months ended Sept. 30, 2020 and 2019, respectively. THE CEO'S COMMENTS "License fees earned in the third quarter from our printer and automotive customers continued to be at reduced levels due to slower sales in the global markets amid the COVID-19 crisis. We expect these markets to rebound in the future as the pandemic is controlled but hesitate to speculate how quickly any recovery will be. We also continue to see certain customers delaying decisions regarding new development projects and investments due to COVID-19-related challenges in their businesses, in particular in Europe and North America. On the other side, COVID-19 has also rapidly projected our technology into new areas of growth. Our contactless touch sensor technology is an elegant, cost-effective solution that can protect consumers from having to physically touch surfaces on devices in public spaces. COVID-19 has been a paradigm shift in global consumer behavior, where people want to avoid touching buttons, keypads, and screens on public space devices," commented Dr. Urban Forssell, CEO of Neonode. "We are currently engaged with numerous customers around the world assisting them in development and product release of innovative solutions for contactless touch in elevators and self-service, multi-user kiosks. These customer activities have resulted in an increase in the manufacture and shipment of evaluation kits and sensors modules. We anticipate the worldwide demand for our sensor modules will continue to build over the coming quarters and years from these and new customer applications in self-service kiosks, vending machines, elevators, and other applications. We are also experiencing strong customer interest for our touch and in-cabin monitoring solutions offerings from customers in the military and avionics, industrial, and automotive segments. To expand our reach and accelerate growth we continue to build our sales and partner eco-system. For example, we recently added four new value-added resellers in Asia and hired two highly qualified salespersons. We also completed a significant financing transaction that included the participation of several investment funds along with company insiders. The proceeds from the financing not only strengthen the company's cash position, but also provide the liquidity to accelerate growth by adding critical assets needed to meet growing customer demand," concluded Dr. Forssell. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/87050/000121390020036084/f10q0920_neonodeinc.htm About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops user interface and optical interactive touch and gesture solutions. Its patented technology offers multiple features including the ability to sense an object's size, depth, velocity, pressure, and proximity to any type of surface. Neonode recorded a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018. NEOVASC INC: Gets Noncompliance Notice from Nasdaq -------------------------------------------------- Neovasc, Inc. has received written notification from The Nasdaq Stock Market LLC notifying the Company that it is not in compliance with the minimum market value requirement set forth in Nasdaq Rules for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(2) requires companies to maintain a minimum market value of US$35 million and Listing Rule 5810(c)(3)(C) provides that a failure to meet the market value requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the market value of the Company for the 30 consecutive business days from Oct. 28, 2020 to Dec. 9, 2020, the Company no longer meets the minimum market value requirement. The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided 180 calendar days, or until June 8, 2021, to regain compliance with Nasdaq Listing Rule 5550(b)(2). To regain compliance, the Company's market value must exceed US$35 million for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by June 8, 2021, the Company may be eligible for additional time to regain compliance or may face delisting. The Company intends to monitor its market value between now and June 8, 2021. During this time, the Company expects that the Company's common shares will continue to be listed and trade on the Nasdaq Capital Market. The Company's business operations are not affected by the receipt of the Notification Letter. The Company is also listed on the Toronto Stock Exchange and the Notification Letter does not affect the Company's compliance status with such listing. About Neovasc Inc. Neovasc -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. Neovasc recorded a net loss of $35.13 million for the year ended Dec. 31, 2019, compared to a net loss of $107.98 million for the year ended Dec. 31, 2018. As at Dec. 31, 2019, the Company had $10.10 million in total assets, $24.55 million in total liabilities, and a total deficit of $14.44 million. Grant Thornton LLP, in Vancouver, Canada, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company incurred a comprehensive loss of $33,618,494 during the year ended Dec. 31, 2019, and as of that date, the Company's liabilities exceeded its assets by $14,445,765. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NEOVASC INC: Receives Deficiency Notification from Nasdaq --------------------------------------------------------- Neovasc, Inc., has received written notification from The Nasdaq Stock Market LLC notifying the Company that it is not in compliance with the minimum market value requirement set forth in Nasdaq Rules for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(2) requires companies to maintain a minimum market value of US$35 million and Listing Rule 5810(c)(3)(C) provides that a failure to meet the market value requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the market value of the Company for the 30 consecutive business days from Oct. 28, 2020 to Dec. 9, 2020, the Company no longer meets the minimum market value requirement. The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided 180 calendar days, or until June 8, 2021, to regain compliance with Nasdaq Listing Rule 5550(b)(2). To regain compliance, the Company's market value must exceed US$35 million for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by June 8, 2021, the Company may be eligible for additional time to regain compliance or may face delisting. The Company intends to monitor its market value between now and June 8, 2021. During this time, we expect that the Company's common shares will continue to be listed and trade on the Nasdaq Capital Market. The Company's business operations are not affected by the receipt of the Notification Letter. The Company is also listed on the Toronto Stock Exchange and the Notification Letter does not affect the Company's compliance status with such listing. About Neovasc Inc. Neovasc -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. Neovasc recorded a net loss of $35.13 million for the year ended Dec. 31, 2019, compared to a net loss of $107.98 million for the year ended Dec. 31, 2018. As at Dec. 31, 2019, the Company had $10.10 million in total assets, $24.55 million in total liabilities, and a total deficit of $14.44 million. Grant Thornton LLP, in Vancouver, Canada, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company incurred a comprehensive loss of $33,618,494 during the year ended Dec. 31, 2019, and as of that date, the Company's liabilities exceeded its assets by $14,445,765. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NEVADA STATE COLLEGE: S&P Cuts 2019 Housing Bond Rating to 'B-' --------------------------------------------------------------- S&P Global Ratings lowered its long-term bond rating to 'B-' from 'BB-' on Public Finance Authority (PFA), Wis.' series 2019 student-housing revenue bonds, the proceeds of which were used to finance the construction of student housing on the campus of Nevada State College (NSC), a member of the Nevada System of Higher Education (NSHE). At the same time, S&P removed the rating from CreditWatch with negative implications, where it had been placed on Sept. 16, 2020. The outlook is negative. "The three-notch downgrade reflects our view of the uncertainty and financial risk the project faces due to its significantly lower occupancy rate and corresponding lower rental revenue at its residence facility as a direct result of COVID-19," said S&P Global Ratings credit analyst Amber Schafer. "In our opinion, the project's financial flexibility is extremely limited, and its current operations are not sustainable; which we anticipate could lead to an eventual event of default without increased occupancy and rental revenue," Ms. Schafer added. The downgrade reflects S&P's opinion of the operating and financial risk that faces NSC housing due to COVID-19 through construction delays and very weak occupancy. NSC's management delivered instruction remotely during fall 2020 to protect the health and safety of students, faculty, and staff to limit the social risk associated with the community spread of COVID-19, which has led to significantly weaker-than-projected pre-leasing activity. S&P views the risks from COVID-19 to public health and safety as a social risk under its ESG factors. Despite the elevated social risk, S&P believes the project's environmental and governance risk are in line with the rating agency's view of the sector. Proceeds from the $33.03 million (par) series 2019 bonds were used to finance the acquisition, construction, and equipping of a 342-bed student housing facility and related facilities to be located on the NSC campus. Bond proceeds also funded a DSRF, capitalized interest for use during construction and up to six months following the scheduled completion of the project, a coverage reserve fund, an extraordinary expense fund, and costs of issuance. The series 2019 bonds are secured solely by gross operating revenue of the project and a sub-leasehold mortgage. NEWASURION CORP: S&P Assigns 'B+' Rating to New Term Loan B-8 ------------------------------------------------------------- S&P Global Ratings assigned its 'B+' debt rating to NEWAsurion Corp. and subsidiaries' proposed $2.087 billion term loan B-8 due 2026. S&P also assigned a '3' recovery rating, indicating its expectation of meaningful recovery (65%) in the event of payment default. The company also intends to, as part of this transaction, upsize its existing revolver to $250 million and extend the maturity to July 2024. S&P said, "We rate the revolver and existing first-lien term loans 'B+', with a recovery rating of '3' (65%). Additionally, we rate the company's second-lien term loan 'B' with a recovery rating of '5', which indicates our expectation for modest recovery (10%) in the event of a default." "We expect the new financing to have identical terms to the company's existing first-lien term loans and for NEWAsurion to use the proceeds to refinance its maturing term loan B-4 as well as pay related fees and expenses. We expect this transaction to be leverage neutral and for pro forma financial leverage to be 4.5x, with EBITDA interest coverage exceeding 3.0x. Additionally, we forecast S&P Global Ratings-adjusted pro forma leverage to remain below 5.0x through 2020." NIR WEST: Gets OK to Hire Weintraub Tobin as Legal Counsel ---------------------------------------------------------- NIR West Coast, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Weintraub Tobin Chediak Coleman Grodin Law Corporation as its bankruptcy counsel. NIR West requires Weintraub Tobin to: a. advise and represent the Debtor with respect to all matters and proceedings in its Chapter 11 case; b. assist the Debtor in all bankruptcy issues, which may arise in the operation of its business, including negotiations with creditors, interest groups, the Subchapter V trustee and the U.S. trustee; c. assist the Debtor in the preparation of a plan of reorganization; and d. represent the Debtor in ongoing litigation in state court where the Debtor is a plaintiff or when and if plaintiffs obtain relief from the automatic stay in cases where the Debtor is a defendant. The firm's hourly rates are: Julie E. Oelsner, Of Counsel $450 Lukas Clary, Shareholder $410 Joshua H. Escovedo, Shareholder $365 Josiah M. Prendergast, Associate $350 Brenda Jennings, Paralegal $205 Julie Oelsner, Esq., at Weintraub Tobin, disclosed in court filings that the firm neither holds nor represents any interest materially adverse to the interests of the Debtor's estate, creditors or equity security holders. The firm can be reached through: Julie E. Oelsner, Esq. Josiah M. Prendergast, Esq. Weintraub Tobin Chediak Coleman Grodin Law Corp. 400 Capitol Mall, 11th Floor Sacramento, CA 95814 Telephone: 916/558.6000 Facsimile: 916/446.1611 Email: joelsner@weintraub.com jprendergast@weintraub.com About NIR West Coast Inc. NIR West Coast, Inc., which conducts business under the name Northern California Roofing, is a general building contractor that specializes in all phases of the roofing process: from roof repairs to roof replacements, as well as maintenance programs and complete roof overhauls. Visit https://northerncaliforniaroofing.com for more information. NIR West Coast filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 20-25090) on Nov. 4, 2020. The petition was signed by Gregory Lynn, president and chief executive officer. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Christopher D. Jaime oversees the case. Weintraub Tobin Chediak Coleman Grodin Law Corp. represents the Debtor as legal counsel. NPC INTERNATIONAL: Negotiations With Wendy's & Flynn Reach Impasse ------------------------------------------------------------------ Jonathan Maze of Restaurant Business reports that with negotiations stalled, Wendy's and NPC International are heading to mediation to resolve differences over a proposed sale of the bankrupt franchisee's restaurants to Flynn Restaurant Group. According to court filings in NPC's Chapter 11 bankruptcy case this second week of December 2020, Wendy's, NPC and FRG have "reached an impasse as to certain specific issues" in the proposed sale of the operator. NPC is the largest Wendy's and Pizza Hut franchisee, operating nearly 400 restaurants of the burger chain to go along with 900 units of the pizza concept. It is also the second largest franchisee in the U.S.—one spot behind FRG, which operates Arby's, Applebee's, Panera Bread and Taco Bell. FRG was approved as the "stalking horse" bidder for all of NPC with an $816 million bid, an offer that would ultimately create a massive company that generates close to $4 billion in sales every year through a half-dozen concepts that span the country. The bid was set to provide a starting point for a trio of auctions, one apiece for the different brands' restaurants and a third for the whole company. Those auctions were canceled, seemingly paving the way for FRG to buy NPC. While Pizza Hut has OK'd FRG's ownership of the company, Wendy's has not. The company opposed FRG’s purchase of its restaurants, arguing that there are differences in FRG's proposed capital spending for new stores and remodels. But Wendy's also wants FRG to sell its Arby's and Panera Bread restaurants. Wendy's sees the brands as competitors. The Dublin, Ohio-based company has submitted its own bid as part of a group of approved franchisees. FRG has argued in court that the differences between it and Wendy's are "solvable," saying that it has agreed to spend millions to upgrade the restaurants and build new ones. It also points out that Wendy's was until recently a major investor in Arby's parent company Inspire Brands (and at one point owned the chain) while there are companies that operate both Wendy's and Arby's and/or Panera. The dispute has kept the fate of NPC and the brands in limbo—not to mention the brands for which the company is the largest operator. About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. OCCIDENTAL PETROLEUM: Fitch Rates Senior Unsecured Notes BB ----------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to Occidental Petroleum Corp.'s (OXY) proposed issuance of senior unsecured notes, the proceeds of which will be used to repay outstanding debt. Concurrent with the launch, OXY expects to launch a cash tender for a number of near-term maturities, including its remaining 2021 2.6% notes, various 2022 maturities (2.6%, 2.7%, 3.125% and floating rate notes), and 2.7% 2023 notes, subject to a cap. The new notes will be issued under the company's existing Aug 2019 indenture. KEY RATING DRIVERS Issuance Helps Bridge Maturity Wall: The announced issuance, in conjunction with earlier issuances in June and August, helps bridge OXY's large maturity wall and lowers event risk around possible liability management exercises in the future. Fitch expects the combination of bond proceeds, FCF and revolver availability should be sufficient to move the company past its near-term maturities. Demonstrated market access should also create flexibility around the timing of asset sales. Should the unsecured bond market close to OXY in the future due to another sustained oil price crash, the company maintains the flexibility to issue secured or guaranteed debt under existing indentures. Limited Traction on Asset Sales: OXY continues to see modest traction on asset sales. Disposals year to date including the Greater Natural Buttes Utah asset ($69 million) Wyoming, Colorado and Utah Land Grant ($1.3 billion), and Colombia asset sales ($700 million) have largely met 2020 disposal targets. The company is targeting an additional $2 billion-$3 billion in incremental sales in 2H20/1H21. Fitch believes there is notable execution risk on incremental sales given the negative impacts of the coronavirus pandemic as second stage lockdowns take place. Moderate De-leveraging: The pace of gross balance sheet de-leveraging has been moderate since the pandemic struck, with OXY's gross debt declining from around $47.5 billion (including $10 billion in preferreds) to around $45.7 billion on a pro forma basis following expected asset sales-linked repayments, as well as a WES unit exchange which resulted in the cancellation of a $260 million note payable to WES earlier this year. Fitch notes that while the current refinancing activity reduces maturity wall risk, it does not address the long-term leverage issue, which remains a concern, especially if pandemic-linked demand destruction continues to weigh on oil fundamentals. Fitch will continue to review the pace of OXY's de-leveraging overtime to ensure the profile is consistent with expected improvements. Increased Reliance on FCF: Fitch does not expect OXY will sell assets at distressed prices, and recent actions by European supermajors such as Shell and BP to reposition their portfolios toward renewables may also shrink the pool of buyers, further pressuring bids. To the degree asset sales remain challenged, Fitch would expect the company relies more heavily on FCF generation to improve its credit profile. To date, OXY has made good progress lowering its costs through operating efficiencies and synergies, somewhat offset by higher gathering and transportation costs linked to inherited Anadarko obligations. As calculated by Fitch, the company generated $594 million in positive FCF in Q320. Integrated Producer: OXY enjoys modest, but meaningful integration benefits through its chemicals segment, which has a top-three position in most basic chemicals it produces in North America, including chlorine, vinyl, PVC and caustic soda, and through its midstream segment, including gas processing plants, pipelines, CO2 infrastructure, storage, power generation and gas marketing businesses. Chemicals in particular historically contribute strong FCF given their limited reinvestment needs, which the company has been able to redeploy elsewhere. By contrast, midstream has lost money in 2020 given weak Permian-Houston differentials, which Fitch expects will continue given excess takeaway capacity out of the Permian. Diversification from non-E&P businesses has dropped on a percentage basis following the Anadarko acquisition but remains a source of differentiation from other credits. Equity Credit: For purposes of calculating leverage, Fitch assigns 50% equity credit for the $10 billion in Berkshire Hathaway 8% cumulative perpetual preferred stock based on the structural features of the notes as analyzed under Fitch's "Corporate Hybrids Treatment and Notching Criteria." DERIVATION SUMMARY Rating Derivation Versus Peers: OXY's credit profile is mixed. OXY's rating is currently dominated by its relatively high gross debt levels and related concerns about its ability to execute on de-leveraging and refinancing initiatives in a pandemic-linked environment. At the same time, the company has several long-term characteristics of a high-grade credit. In terms of size and scale, at just under 1.24 million boepd (Q320), it is among the largest independents, in line with ConocoPhillips, and is significantly larger than E&Ps such as Devon Energy Corporation (BBB/RWP), Apache Corporation (BB+/Stable) and Marathon Oil Corporation (BBB-/Stable). Upstream diversification is also above-average, given OXY's number-one position in the Permian and the DJ, number-four position in the GOM, and upstream diversification in Middle Eastern countries, which remains a differentiating factor versus peers. Integration with chemicals and midstream also sets OXY apart from peers. No Country Ceiling, operating environment or parent-subsidiary-linkages affect the rating. KEY ASSUMPTIONS -- Base Case WTI oil price of $38/barrel for 2020, $42/barrel in 2021, $47/barrel in 2022 and $50/barrel in 2023 and the long term; -- Henry Hub natural gas prices of $2.10/mcf for 2020 and $2.45/mcf across the forecast; -- Capex of $2.5 billion in 2020, $2.9 billion in 2021, $3.3 billion in 2022 and $3.8 billion in 2023, increasing modestly in line with a rising oil price deck; -- Dividends of $1.6 billion in 2020, falling to de minimis levels in 2021, and slowly rising thereafter in line with a rising price deck. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Sustained recovery in oil prices; -- Additional progress in redeeming or refinancing the company's near-term maturity wall; -- Mid-cycle debt/EBITDA leverage at or below 3.5x; -- Mid-cycle FFO lease-adjusted leverage at or below 3.7x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Further sustained leg down in oil prices; -- Excess reliance on revolver for refinancing of maturity wall, especially if done without announced asset sales; -- Impairments to liquidity; -- Mid-cycle debt/EBITDA leverage above 3.7x; -- Mid-cycle FFO lease-adjusted leverage above 4.0x. LIQUIDITY AND DEBT STRUCTURE Cash on hand at Sept. 30, 2020 was approximately $1.9 billion and there was no draw on the company's committed $5.0 billion senior unsecured revolver (maturing January 2023), as well as approximately $375 million from a new A/R securitization facility, for total liquidity of just under $7.3 billion. As calculated by Fitch, the company's three-year maturity wall (excluding current refinancing activity and puttable zero-coupon bonds) was approximately $7.7 billion as of Sept. 30, 2020 ($6.06 billion as of Nov. 30). REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. OCCIDENTAL PETROLEUM: Moody's Gives Ba2 Rating to New Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Occidental Petroleum Corporation's (OXY) proposed issuance of senior unsecured notes. OXY's existing ratings, including its Ba2 corporate family rating and Ba2 senior unsecured rating are not affected by this action. The Speculative Grade Liquidity rating is unchanged at SGL-3. The rating outlook is negative. OXY will use the proceeds of the proposed notes offering to refinance upcoming debt maturities. The Ba2 rating assigned to OXY's proposed unsecured notes issue is the same as OXY's Ba2 CFR, reflecting the company's unsecured capital structure. "Occidental Petroleum's proposed notes offering is another step in addressing the company's near-term debt maturities," commented Andrew Brooks, Moody's Vice President - Senior Credit Officer. "OXY's credit profile remains weakened since its 2019 acquisition of Anadarko Petroleum Corporation and its prospects for near-term improvement are uncertain." Assignments: Issuer: Occidental Petroleum Corporation Senior Unsecured Notes, Assigned Ba2 (LGD4) RATINGS RATIONALE While OXY's acquisition of Anadarko afforded it strategic and cost benefits, it came at a very high price, which was largely debt-financed, and at the cost of a significantly eroded credit profile. The addition of Anadarko's sizable position in the Delaware Basin added meaningful production and proved reserves to OXY's existing Permian Basin asset, bringing further development opportunities across an enlarged asset footprint. However, the full value of this acquisition has been compromised by 2020's weakness in commodity prices and global demand uncertainty, exacerbated by the stress imposed on OXY's credit metrics by its incurrence of over $35 billion of acquisition-related debt. Considerable value is accorded OXY's $84.4 billion asset base and its operating footprint that extends beyond North America, supplemented by EBITDA generated from non-E&P assets, however, the drop in crude oil prices has weakened the earnings power of OXY's E&P assets. OXY reacted to the challenged oil price environment with a number of defensive measures including the virtual elimination of its cash dividend, a reduction in 2020's capital spending of over 50% together with operating cost reductions, which together will reduce its annual cash outflow by almost $6 billion. OXY initially had targeted up to $15 billion of asset sale proceeds (net of taxes and economic adjustments) for debt reduction. It closed on approximately $5.5 billion of net asset sales in 2019, with another $2.4 billion achieved to date in 2020. Proceeds have been used to repay debt. Consequently, at September 30, OXY's debt balance (including Moody's standard adjustments, and proportionately consolidated for its interest in Western Midstream Partners, LP) stood at $40 billion, down almost 25% from the $53 billion year-ago amount (which also reflects the $5 billion debt equivalency adjustment no longer allocated to OXY's $10 billion preferred stock, in conformance with its speculative-grade debt rating). Subsequent to quarter-end, OXY repaid an additional $1.4 billion of debt from asset sale proceeds, and expects another $600 million of debt to be repaid prior to year-end from the proceeds of the sale of its onshore assets in Colombia. Notwithstanding debt reduction achieved to date, however, on a run-rate basis Moody's estimates that OXY's retained cash flow (RCF) to debt will remain under 15% with E&P debt on production approximating $30,000 per barrel of oil equivalent (Boe), both measures weak for the company's rating. Environmental considerations for OXY include heightened societal concerns regarding climate change and other environmental air quality and safety issues that are leading to increasing environmental regulations on E&P company operations. OXY is a leading proponent of carbon capture and sequestration, and is the world's largest handler of CO2 for enhanced oil recovery. Environmental regulations have not materially affected OXY's resource access, ability to execute its operational plans or infrastructure build out. Moody's regards OXY's near-term liquidity as adequate, comprised of $1.9 billion of balance sheet cash at September 30 and an undrawn $5 billion revolving credit facility having a January 2023 scheduled maturity date. During 2020's third quarter, OXY added a $400 million securitization facility, which was also unused. OXY has made substantial progress addressing its near-term 2021-2022 debt maturities which aggregated $12.1 billion at the beginning of the year (including $992 million of zero-coupon debt puttable to the company in October 2020). The company issued $5 billion of unsecured notes in July and August and used the proceeds to tender for $4.3 billion and $700 million of 2021 and 2022 scheduled debt maturities, respectively. During September - November, OXY closed asset sales and applied the net proceeds of $1.3 billion to repay notes and a portion of the term loan. Since the beginning of 2020, OXY reduced 2021 and 2022 debt maturities by $6 billion, although with minimal impact on overall debt levels outstanding. However, OXY has successfully alleviated the building stress that the magnitude of this near-term maturity wall posed to the company's liquidity. The outlook is negative reflecting OXY's excessive debt leverage and limited asset sale realizations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Prospects for a ratings upgrade over the near-term are limited by OXY's weak balance sheet. Debt reduction exceeding $10 billion, debt on production approaching $20,000 per Boe and RCF/debt over 25% could support a rating upgrade. An inability to maintain RCF/debt above 15% or a failure to achieve further debt reduction could lead to a rating downgrade, as would the resumption of a meaningful cash dividend or share buybacks. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. COMPANY PROFILE Occidental Petroleum Corporation is a large, publicly-traded independent exploration and production (E&P) with operations focused in the Permian Basin, Colorado's DJ Basin, the Middle East in Oman, Qatar and the UAE, Algeria, and Ghana. It also has significant Midstream and Chemicals businesses. The company is headquartered in Houston, Texas. OMAR AREF: Seeks to Hire Stichter Riedel as Counsel --------------------------------------------------- Omar Aref MD, PLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Stichter Riedel Blain & Postler, P.A, as counsel to the Debtor. Omar Aref requires Stichter Riedel to: a. render legal advice with respect to the Debtor's powers and duties as debtor in possession, the continued operation of the Debtor's business, and the management of its property; b. prepare on behalf of the Debtor necessary motions, applications, notices, orders, reports, pleadings, and other legal papers; c. appear before this Court and the Office of the U.S. States Trustee to represent and protect the interests of the Debtor; d. assist with and participate in negotiations with creditors and other parties in interest in formulating a plan of reorganization, draft such a plan and a related disclosure statement, and take necessary legal steps to confirm such a plan; e. represent the Debtor in all adversary proceedings, contested matters, and matters involving the administration of this case; f. represent the Debtor in negotiations with potential financing sources and preparing contracts, security instruments, or other documents necessary to obtain financing; and g. perform all other legal services that may be necessary for the proper preservation and administration of this Chapter 11 case. Stichter Riedel will be paid based upon its normal and usual hourly billing rates. Stichter Riedel received the aggregate sum of $23,217 on account of prepetition services and as a retainer for postpetition services. Stichter Riedel will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward J. Peterson, partner of Stichter Riedel Blain & Postler, 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 does not represent any interest adverse to the Debtor and its estates. Stichter Riedel can be reached at: Edward J. Peterson, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 E-mail: epeterson@srbp.com About Omar Aref MD Omar Aref MD, PLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-08336) on November 9, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Stichter Riedel Blain & Postler, P.A. PHUNWARE INC: Stockholders Approve All Proposals at Annual Meeting ------------------------------------------------------------------ Phunware, Inc. held its 2020 Annual Meeting of Stockholders on Dec. 4, 2020, at which the stockholders: (i) elected Lori Tauber Marcus and Kathy Tan Mayor as Class II directors to serve until the Company's 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified; (ii) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2020; (iii) approved, for the purposes of Listing Rule 5635 of the Nasdaq Stock Market, the issuance of shares of the Company's common stock to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B upon the conversion of certain convertible notes and the exercise of a warrant issued by the Company on July 15, 2020; (iv) approved an amendment and restatement of the Company's 2018 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 2,500,000 shares; and (v) approved an amendment to the Company's Certificate of Incorporation to reduce the number of authorized shares of the Company's common stock from 1,000,000,000 to 250,000,000 and preferred stock from 100,000,000 to 25,000,000. 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 Sept. 30, 2020, the Company had $29.35 million in total assets, $34.16 million in total liabilities, and a total stockholders' deficit of $4.81 million. 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. PILOT TRAVEL: Moody's Assigns Ba1 Rating to $1.5B Term Loan Add-On ------------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to Pilot Travel Centers LLC's planned $1.5 billion term loan add-on. Contemporaneously, Moody's affirmed the company's ratings including its Ba1 corporate family rating, Ba2-PD probability of default rating and existing Ba1 senior secured bank credit facility rating. The outlook is stable. The affirmation of Pilot's ratings reflects Moody's expectation that proposed $1.5 billion term loan add-on will increase Pilot's leverage. However, the company's credit protection metrics will remain in line with the Ba1 rating and return to historic levels over the next two years. Proceeds from the planned issuance, along with a $350 million revolver draw and previously committed $1.1 billion delayed draw term loan, will be used to fund a $2.2 billion distribution to shareholders and purchase the 29% of the PFJSE JV it didn't previously own. The planned shareholder distribution is related to Berkshire Hathaway Inc.'s purchase of 38.6% of Pilot Flying J and will be funded in January 2021. Separately, following the announcement that 7-Eleven, Inc. intended to purchase the Speedway retail operations of Marathon, Pilot has the right to purchase the remaining 29% stake in PFJSE from Speedway. Pilot will fund the purchase in February 2021. Assignments: Issuer: Pilot Travel Centers LLC Senior Secured Bank Credit Facility, Assigned Ba1 (LGD3) Affirmations: Issuer: Pilot Travel Centers LLC Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba1 Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD3) Outlook Actions: Issuer: Pilot Travel Centers LLC Outlook, Remains Stable RATINGS RATIONALE Pilot's credit profile reflects the company's good debt protection metrics. Moody's expects the company will maintain debt/EBITDA around 3.0x to 3.5x and EBIT/interest between 7.0x to 8.0x (including Moody's standard adjustments) when taking into consideration additional debt raised to fund planned dividends related to Berkshire Hathaway's purchase of about 80% of Pilot by 2023. Beginning with the aforementioned dividend in January 2021, Pilot will continue to distribute the proceeds to Pilot ownership, eventually resulting in leverage increasing to historical levels. Pilot also benefits from its meaningful scale, geographic reach, good liquidity, and its diverse profit stream. While fuel revenue accounts for almost 90% of total sales, inside sales at its stores -- including higher margin merchandise sales and restaurant revenue -- accounts for about 35% of Pilot's gross profit. About 80% of Pilot's fuel revenue comes from the sale of diesel and diesel exhaust fluid through direct billing agreements with trucking fleets, which adds to the predictability of its revenue stream and further reduces its earnings volatility. Pilot supplies diesel fuel to the majority of the 100 largest long haul trucking fleets in the US and is the number one supplier of diesel fuel volumes in the country. The ratings are constrained by Pilot's reliance on high volume, low margin fuel sales, some regional concentration, and concern that under new management financial policies with respect to dividends and acquisitions could become more aggressive. The stable rating outlook reflects its expectation that Pilot's operating performance will remain strong and the company will maintain leverage of about 3.0x - 3.5x after the company borrows to fund planned dividends to Pilot ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company maintains a balanced growth strategy, financial policy and capital structure that supports the credit profile required of an investment grade rating. An upgrade would also require the company maintains very good liquidity and stable margins for its non-fuel businesses. Quantitatively, an upgrade would require debt/EBITDA maintained below 2.5 times and EBIT/Interest sustained near 5.5 times. Ratings could be downgraded in the event that liquidity contracted beyond current levels or debt protection metrics weaken due to a sustained deterioration in operating performance. The adoption of an aggressive financial policy or growth strategy that negatively impacted debt protection metrics or liquidity could also pressure the ratings. Specifically, ratings could be downgraded if debt/EBITDA exceeded 4.0 times on a sustained basis or if EBIT/interest is sustained below 2.75 times. Pilot Travel Centers LLC is a partnership that owns and operates more than 750 truck stops across the U.S. and Canada. In addition to fuel, Pilot locations have convenience stores, fast food restaurants, and other amenities. Pilot is majority owned by the Haslam family through the ownership of Pilot Corporation with Berkshire Hathaway owning about 39%. Total revenue for the last 12 months ended September 30, 2020 approximates about $17 billion. The principal methodology used in these ratings was Retail Industry published in May 2018. PINKLEY FARMS: Seeks to Hire Weichert Realtors as Real Estate Agent ------------------------------------------------------------------- Pinkley Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Weichert Realtors-The Griffin Company-The Commercial Division as its real estate agent. Weichert Realtors will assist the Debtor in the sale of its property located at 3194 Pinkley Road, Springdale, Ark. The executive broker for the proposed sales transaction is Rodger Lecy. The Debtor will pay the agent 6 percent of gross sale price for real estate sold, plus an additional 6 percent if the agent brings the buyer to the sale transaction. Weichert Realtors and its agents are "disinterested" within the definition contained in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Philip Taldo Weichert Realtors, The Griffin Company 5100 S Thompson Springdale, AR 72764 Phone: 479-756-1003 Fax: 479-756-0274 About Pinkley Farms Inc. Pinkley Farms, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ark. Case No. 20-72281) on Nov. 5, 2020. The petition was signed by Terry Pinkley, the company's president. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of the same range. Judge Ben T. Barry oversees the case. Bond Law Office is Debtor's legal counsel. PKE WESTERN: Proceedings in ENGS Lawsuit Stayed ----------------------------------------------- Judge Kristine G. Baker of the United States District Court for the Eastern District of Arkansas, Central Division granted ENGS Commercial Finance Co.'s request to stay the proceedings in its lawsuit against two debtors. ENG said that on the day it served the complaint on defendants PKE Western Truck Leasing and Paul Keith Everett, Mr. Everett filed a voluntary petition under Chapter 11 with the United States Bankruptcy Court for the Eastern District of Arkansas. ENG also said that at the time its complaint was filed, it had obtained relief from an automatic stay in PKE's Chapter 11 bankruptcy proceeding pending in the Eastern District of Arkansas Bankruptcy Court to pursue its collection remedies only as to personal property of PKE which served as collateral for indebtedness owed to ENGS. ENG asked for a stay in its proceeding because both defendants are currently debtors in active bankruptcy and ENG is attempting to resolve matters related to its case in the respective bankruptcy cases. Judge Baker stated that should ENG desire to reopen its case, it may do so after resolution of the defendants' bankruptcy cases by filing a motion to reopen. The case is ENGS COMMERCIAL FINANCE CO. v. PKE WESTERN TRUCK LEASING, INC., Case No. 4:20-cv-00242 KGB, (E.D. Ark.). A full-text copy of Judge Baker's Order dated December 7, 2020, is available at https://tinyurl.com/y565ssjt from Leagle.com. PKE Western Truck Leasing, Inc., is a licensed and bonded freight shipping and trucking company running freight hauling business from Mabelvale, Arkansas. PKE Western Truck Leasing filed for Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 19-14129) on August 8, 2019, listing under $1 million to $10 million in both assets and liabilities. The Hon. Ben T. Barry presides over the case. Gregg A. Knutson, Esq., at Knutson Law Firm, serves as counsel to the Debtor. The petition was signed by Paul Keith Everett, managing member. PPV INC: Seeks to Hire Conde Cox as Special Counsel --------------------------------------------------- PPV, Inc. and its affiliates seek authority from the U.S. Bankruptcy Court for the District of Oregon to employ the Law Office of Conde Cox as its special counsel. The Debtors need legal assistance in two separate adversary proceedings: Bravo Environmental NW, Inc. v. Leonite Capital LLC, Adv. Pro. No. 20-03083-dwh; and Bravo Environmental NW, Inc., et al., v. Bellridge Capital, LP, Adv. No. 20-03050-dwh. The hourly rates for the firm's attorney and his legal assistant are: Conde T. Cox (Attorney) $475 Patricia Bowcock (Legal Assistant) $100 Mr. Cox disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Conde T. Cox, Esq. Law Office of Conde Cox 1050 SW 6th Ave. Ste. 1100 Portland, OR 97204 Phone: (503) 535-0611 About PPV Inc. PPV, Inc. is a waste management services provider in Portland, Ore. It offers industrial cleaning, recycling, treatment and technical waste management services. Visit https://www.ppvnw.com for more information. PPV filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Lead Case No. 19-34517) on Dec 10, 2019. In the petition signed by Joseph J. Thuney, president, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Judge Trish M. Brown oversees the case. Douglas R. Ricks, Esq. at Vanden Bos & Chapman, LLP, is the Debtor's legal counsel. PUERTO RICO: PRASA Bond Sale Demand More Than Double Supply ----------------------------------------------------------- Michelle Kaske of Bloomberg News reports that investors' search for yield helped Puerto Rico's water utility refund $1.37 billion of debt as buyer interest was more than double the supply in the first major public debt offering since the commonwealth began its record bankruptcy in 2017. The Puerto Rico Aqueduct and Sewer Authority, or Prasa, as the water utility is known, received $3.1 billion of bids on the refunding Wednesday, December 9, 2020, Puerto Rico's Fiscal Agency and Financial Advisory Authority, called AAFAF, said in a statement Thursday, December 10, 2020. The deal saves Prasa $350 million in debt service payments through 2047, the final maturity, according to AAFAF. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. PURDUE PHARMA: Sackler Says Allegations of Misdeed Unsupported -------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Purdue Pharma LP creditors pressing for confidential documents have provided "no evidence" that members of the billionaire Sackler family committed crimes or fraud while managing the opioid maker, lawyers for the family argue in court papers. States suing Purdue say the privileged documents could help show that billions of dollars transferred out of the firm in recent years should belong to creditors. The family has denied allegations of wrongdoing and is fighting to keep the documents confidential. The ongoing battle took a turn in October 2020 when Purdue agreed to plead guilty to three felonies. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A. represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. REAL ESTATE RECOVERY: Hires Re/Max as Real Estate Broker -------------------------------------------------------- Real Estate Recovery Mission seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Re/Max Results as its real estate broker. RE/MAX will assist in the sale of Debtor's real property located at 10855 Katewpa St., Apple Valley, Calif. Matthew Jerkins, the realtor at Re/Max who will represent the Debtor in the sale, will receive a 2.5 percent commission on the sale price while the buyers' broker or agent will receive a 2.5 percent commission. Mr. Jerkins disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. RE/MAX can be reached at: Matthew Jerkins RE/MAX Real Estate Ten, Inc. 6562 Caliente Road, Suite 102 Oak Hills, CA 92344 About Real Estate Recovery Mission Real Estate Recovery Mission, a tax-exempt real estate agency in Alhambra, Calif., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-19134) on Oct. 7, 2020. In the petition signed by Tad Dionizy Sikora, director, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. REWALK ROBOTICS: Closes $8M Private Placement Priced At-the-Market ------------------------------------------------------------------ ReWalk Robotics Ltd. reports the closing of its previously announced private placement of 5,579,776 ordinary shares and warrants to purchase up to 4,184,832 ordinary shares, at a purchase price of $1.43375 per share and associated warrant, that was priced "at-the-market" under Nasdaq Rules and resulted in gross proceeds of approximately $8.0 million before the deduction of placement agent fees and expenses and estimated offering expenses payable by the Company. The warrants have a term of five and one-half years, are exercisable immediately and have an exercise price of $1.34 per ordinary share. H.C. Wainwright & Co. acted as the sole placement agent for the offering. The Company intends to use the net proceeds for: (i) sales, marketing and reimbursement expenses related to market development activities of its ReStore device, broadening third-party payor coverage for its ReWalk Personal device and commercializing its new product lines added through distribution agreements; (ii) research and development activities; and (iii) general corporate purposes, including working capital needs. The offer and sale of the foregoing securities were made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission covering the resale of the ordinary shares to be issued to the investors (including the shares underlying the warrants) no later Dec. 18, 2020 and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than March 3, 2021 in the event of a "full review" by the SEC. About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops, manufactures, and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk incurred net losses of $15.55 million in 2019, $21.67 million in 2018, and $24.72 million in 2017. As of Sept. 30, 2020, the Company had $26.23 million in total assets, $9.44 million in total liabilities, and $16.79 million in total shareholders' equity. Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in Haifa, Israel, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Feb. 20, 2020, citing that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. RIVERBED TECHNOLOGY: Lenders Organize for Better Debt-Swap Talks ---------------------------------------------------------------- Katherine Doherty, Claire Boston and Davide Scigliuzzo of Bloomberg News report that Riverbed Technology Inc. lenders are organizing to push for better terms in a proposed debt swap that risks weakening their claim on the company's assets, according to people with knowledge of the matter. Lenders including Symphony Asset Management and Blackstone Credit have hired Davis Polk & Wardwell for legal advice, the people said, asking not to be named because the discussions are private. The group is in talks with Riverbed and wants to reach an agreement to help the company extend its maturities, but is wary of receiving new debt that sits further back in line for repayment. About Riverbed Technology Headquartered in San Francisco, CA, Riverbed Technology, Inc. is a leading provider of Wide Area Network (WAN) Optimization and performance monitoring products and services. Riverbed was acquired by private equity funds Thoma Bravo and Teachers' Private Capital in April 2015. Revenues were $713 million for the twelve months ended September 30, 2020. * * * As reported in the TCR on Dec. 10, 2020, Moody's Investors Service downgraded Riverbed Technology, Inc.'s Probability of Default Rating to Caa3-PD from B3-PD and Corporate Family Rating to Caa1 from B3. Moody's also downgraded the company's senior unsecured notes to Caa3 from Caa2 and placed the company's B2 first lien debt rating under review for downgrade. The downgrades are driven by the debt restructuring proposed by the company's owners, Thoma Bravo and Teachers' Private Capital, ongoing challenges Riverbed has in stabilizing revenues, the very large debt burden, and upcoming April 2022 first lien debt maturities. S&Z LLC: Seeks to Hire BransonLaw as Counsel -------------------------------------------- S&Z, LLC aka A&P Gas & Convenience, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC, as counsel to the Debtor. S&Z, LLC requires BransonLaw PLLC to: (a) prosecute and defend any causes of action on behalf of the Debtor; prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; (b) assist in the formulation of a plan of reorganization and preparation of disclosure statement; and (c) provide all other services of a legal nature. BransonLaw PLLC will be paid at the hourly rate of $150 to $450. Prior to the commencement of the bankruptcy case the Debtor paid an advance fee of $3,395 for post-petition services and expenses in connection with this case and the filing fee of $1,717. The Debtor has previously paid BransonLaw PLLC $7,605. BransonLaw PLLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacob D. Flentke, partner of BransonLaw, PLLC, 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. BransonLaw can be reached at: Jacob D. Flentke, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 E-mail: jeff@bransonlaw.com About S&Z, LLC S&Z LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-06605) on November 30, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by BransonLaw, PLLC. S-TEK 1: Seeks to Hire Nephi D. Hardman as Counsel -------------------------------------------------- S-Tek 1, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Mexico to employ Nephi D. Hardman Attorney at Law, LLC, as counsel to the Debtor. S-Tek 1 requires Nephi D. Hardman to: a. represent and to render legal advice to the Debtor regarding all aspects of this bankruptcy case, including, without limitation, the meetings of creditors, initial debtor interview, claims objections, adversary proceedings, plan confirmation and all hearings before the Bankruptcy Court; b. prepare on behalf of the Debtor necessary petitions, answers, motions, applications, orders, reports and other legal papers, including the Debtor's plan of reorganization and disclosure statement; c. assist the Debtor in taking actions required to effect reorganization under Chapter 11 of the Bankruptcy Code; d. perform all legal services necessary or appropriate for the Debtor's continued operation; and e. perform any other legal services for the Debtor as deemed appropriate. Nephi D. Hardman will be paid at these hourly rates: Attorneys $300 Paralegals $115 Nephi D. Hardman will be paid a retainer in the amount of $7,000. Nephi D. Hardman will also be reimbursed for reasonable out-of-pocket expenses incurred. Nephi D. Hardman, partner of Nephi D. Hardman Attorney at Law, 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. Nephi D. Hardman can be reached at: Nephi D. Hardman, Esq. NEPHI D. HARDMAN ATTORNEY AT LAW, LLC 9400 Holly Ave NE, Bldg 4 Albuquerque, NM 87122 Tel: (505) 944-2494 Fax: (505) 392-5177 E-mail: nephi@turnaroundbk.com About S-Tek 1, LLC S-Tek 1, LLC aka SurvTek -- https://www.survtek.com -- is a land surveying and consulting firm providing professional surveying services to both the private and public sectors throughout New Mexico. S-Tek 1, LLC, based in Albuquerque, NM, filed a Chapter 11 petition (Bankr. D.N.M. Case No. 20-12241) on Dec. 2, 2020. In its petition, the Debtor disclosed $355,177 in assets and $2,251,153 in liabilities. The petition was signed by Randy Asselin, managing member. The Hon. Robert H. Jacobvitz presides over the case. NEPHI D. HARDMAN ATTORNEY AT LAW, LLC, serves as bankruptcy counsel. SM ENERGY: S&P Raises ICR to 'CCC+' Following Debt Repurchases -------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating to U.S.-based exploration and production company SM Energy Co. to 'CCC+' from 'SD' (selective default). S&P also raised the 2022 and 2024 issue-level ratings to 'B-' (recovery rating: '2') from 'D'. The negative outlook reflects the risk the company could execute significant additional below-par debt repurchases that S&P would view as distressed, especially if execution of its 2021 production targets fails to meet expectations. SM Energy will likely have difficulty addressing its 2024 notes on favorable terms. Currently, the company could repay the approximately $300 million remaining of its 2021 and 2022 notes outstanding, but S&P believes it could run into difficulty addressing the remaining $315 million on its 2024 notes. The company has approximately $380 million in second-lien capacity remaining, as well as an estimated $200 million basket remaining on its credit facility that can be used for 2021 and 2022 debt repurchases. S&P said, "In our view, the company's ability to refinance diminishes substantially if it does not achieve its production targets with its current capital expenditure program. SM Energy relies on the execution of both its Midland and Austin Chalk assets to generate positive free cash flow in 2021. While the company's most recent Austin Chalk well results have been promising, with initial production rates in line with some of the company's core Midland acreage, the Austin Chalk has a long history of inconsistent results from other operators. Moreover, we believe it will be difficult for the company to deliver double-digit production growth given the reduction in its planned capital expenditures." "We see a risk of SM Energy continuing to repurchase its 2024 notes and longer-dated maturities in the open market. Given current trading levels, we would likely view these transactions as distressed rather than purely opportunistic. Moreover, these discounts could become more pronounced if the company cannot execute its proposed 2021 production targets." "The negative outlook reflects our view that SM Energy will have sufficient liquidity to address its 2021 and 2022 maturities; however, it could be challenged to refinance its 2024 notes under favorable terms given the current commodity price environment and potential negative free cash flow. As a result, we believe there is a risk the company will continue to execute below par debt repurchases that we could view as distressed over the next 12 months." "We could lower our rating on SM Energy if the company engages in a transaction that we view as distressed or if we believe the risk of a restructuring is elevated. This would most likely occur if SM Energy's 2021 production targets fails to meet expectations." "We could raise our rating on SM Energy should production and cash flow come in meaningfully above expectations. Such a scenario could occur should the company successfully execute on its Austin Chalk program in 2021. Additionally, we could raise our rating if commodity prices materially improve and we believe that the likelihood for further distressed transactions is remote." SONOMA PHARMACEUTICALS: Inks Licensing Deal with Crown Laboratories ------------------------------------------------------------------- Sonoma Pharmaceuticals, Inc., entered into an exclusive licensing and distribution agreement with Crown Laboratories, Inc., for the right to sell over-the-counter dermatological private-label products treating itch based on its Microcyn technology in the United States. Crown Laboratories has to purchase certain minimum product quantities to retain the exclusive rights. The agreement has a two-year initial term and a five-year term thereafter, subject to mutual extension. About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com/-- is a global healthcare company that develops and produces stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, animal health care, eye care, oral care and dermatological conditions. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. Its stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated assisting the body in its natural healing process. The Company sells its products either directly or via partners in 53 countries worldwide. Sonoma reported a net loss of $2.95 million for the year ended March 31, 2020, compared to a net loss of $11.80 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $18.14 million in total assets, $6.58 million in total liabilities, and $11.56 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since at least 2006, issued a "going concern" qualification in its report dated July 10, 2020, citing that the Company 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. SOUTHERN MANAGEMENT: Seeks Approval to Hire Bankruptcy Attorney --------------------------------------------------------------- Southern Management Asset Services LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ John Forest, II, Esq., an attorney practicing in Fairfax, Va., to handle its Chapter 11 case. The attorney will be paid at the rate of $325 per hour. Mr. Forest disclosed in court filings that he does not represent any interest adverse to the Debtor and its estate. The firm can be reached through: John P. Forest, II, Esq. 11350 Random Hills Rd., Suite 700 Fairfax, VA 22030 Telephone: (703) 691-4940 Email: john@forestlawfirm.com About Southern Management Asset Services Southern Management Asset Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-12627) on Dec. 2, 2020. At the time of filing, the Debtor estimated $500,001 to $1 million in assets and 50,001 to $100,000 in liabilities. The Debtor is represented by John P. Forest, II, Esq. SPRINGFIELD MEDICAL: Court Okays Reorganization Plan ---------------------------------------------------- Valley News reports that the U.S. Bankruptcy Court for the District of Vermont in Burlington confirmed the Chapter 11 reorganization plans of Springfield Medical Care Systems and Springfield Hospital, allowing the two related organizations to exit bankruptcy, according to a news release from the hospital. Bankruptcy Court Judge Colleen A. Brown confirmed the exit plans, which hinge in large part on exit funding from the state of Vermont, in hearings on Thursday, December 10, 2020, according to court dockets. The confirmation of the plans is the final step in the reorganization process the two related entities began in June 2019 when they faced a total of roughly $20 million in debt. As a result of the restructuring, the two organizations — the hospital and the health care system’s outpatient clinics — will have separate boards of directors, but will continue to work together to provide care to patients, according to Thursday’s news release. SMCS clinics in Charlestown and the Vermont towns of Springfield, Bellows Falls, Ludlow and Londonderry will continue to provide primary care, the release said. SMCS also will continue to provide vision and dental care. For its part, the hospital is expected to continue to provide services such as emergency care, specialty care, surgery, inpatient care and outpatient testing. About Springfield Medical Care Systems Springfield Medical Care Systems -- https://springfieldmed.org/ -- is a 501(c) non-profit corporation, founded in 2009, as the parent corporation to its nine-site federally-qualified community health center network and Springfield Hospital. The Company's healthcare system integrates primary care, behavioral health, dental, vision, and hospital care with a broad network of community-based services. Springfield Medical Care Systems filed a Chapter 11 bankruptcy petition (Bankr. D. Vt. Case No. 19-10285) on June 26, 2019. Springfield Medical estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor hired Bernstein Shur Sawyer & Nelson, P.A., as counsel. About Springfield Hospital Springfield Hospital, Inc., is a not-for-profit, critical access hospital located in Springfield, Vermont. As part of Springfield Medical Care Systems' integrated system of care, including a network of ten federally qualified community health center sites, Springfield Hospital serves communities in southeastern Vermont and southwestern New Hampshire. Springfield Hospital, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Vermont Case No. 19-10283) on June 26, 2019. At the time of the filing, Debtor had estimated $10 million to $50 million in assets and liabilities. The Hon. Colleen A. Brown oversees the case. Murray, Plumb & Murray is the Debtor's legal counsel. SUMMIT MIDSTREAM: Extends Tender Offer Expiration Until December 23 ------------------------------------------------------------------- Summit Midstream Partners, LP has further amended its previously announced offer to purchase for cash up to $25,000,000 aggregate purchase price of its 9.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units. For each Series A Preferred Unit that is accepted in the Tender Offer, the holder will receive $333.00, which represents a 33.2% increase over the previous offer of $250.00 and a 66.5% increase over the initial offer of $200.00. Assuming that the Tender Offer is fully subscribed, the number of Series A Preferred Units that will be purchased at the Purchase Price under the Tender Offer is approximately 75,075. Due to the change in Purchase Price, the Partnership has extended the expiration date of the Tender Offer to 11:59 p.m., New York City time on Dec. 23, 2020, unless further extended. The Partnership will pay the Purchase Price for each Series A Preferred Unit it purchases promptly after the Expiration Date and the acceptance of the Series A Preferred Units for purchase. As of 5:00 p.m., New York City time on Dec. 9, 2020, based on preliminary information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offer, 24,257 Series A Preferred Units were properly tendered and not validly withdrawn under the Tender Offer. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and related Letter of Transmittal that are filed with the U.S. Securities and Exchange Commission under cover of Schedule TO-I and TO-I/A. Copies of the Offer to Purchase and Letter of Transmittal may be found on the SEC's website at www.sec.gov, the Partnership's website at www.summitmidstream.com or may be obtained from the Tender and Information Agent, D.F. King & Co., Inc., at 800-669-5550 (toll free) for unitholders, 212-269-5550 for banks and brokers or smlp@dfking.com. About Summit Midstream Partners Summit Midstream Partners is a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. SMLP provides natural gas, crude oil and produced water gathering services pursuant to primarily long-term and fee-based gathering and processing agreements with customers and counterparties in six unconventional resource basins: (i) the Appalachian Basin, which includes the Utica and Marcellus shale formations in Ohio and West Virginia; (ii) the Williston Basin, which includes the Bakken and Three Forks shale formations in North Dakota; (iii) the Denver-Julesburg Basin, which includes the Niobrara and Codell shale formations in Colorado and Wyoming; (iv) the Permian Basin, which includes the Bone Spring and Wolfcamp formations in New Mexico; (v) the Fort Worth Basin, which includes the Barnett Shale formation in Texas; and (vi) the Piceance Basin, which includes the Mesaverde formation as well as the Mancos and Niobrara shale formations in Colorado. SMLP has an equity investment in Double E Pipeline, LLC, which is developing natural gas transmission infrastructure that will provide transportation service from multiple receipt points in the Delaware Basin to various delivery points in and around the Waha Hub in Texas. SMLP also has an equity investment in Ohio Gathering, which operates extensive natural gas gathering and condensate stabilization infrastructure in the Utica Shale in Ohio. SMLP is headquartered in Houston, Texas. SMLP reported a net loss of $369.8 million for the year ended Dec. 31, 2019, compared to net income of $42.35 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $2.57 billion in total assets, $1.67 billion in total liabilities, $85.80 million in mezzanine capital, and $816.63 million in total partners' capital. * * * As reported by the TCR on Aug. 11, 2020, S&P Global Ratings raised its issuer credit rating on Summit Midstream Partners L.P. (SMLP) to 'CCC' from 'SD'. "We could lower our rating on SMLP if it announced a restructuring of its general partner's debt or missed an interest or amortization payment over the next 6 months," S&P said. SUNOPTA INC: Unit to Redeem $223.5M Outstanding Sr. Notes Due 2022 ------------------------------------------------------------------ SunOpta Foods Inc. (the "Issuer"), a wholly owned subsidiary of SunOpta Inc., delivered notice of conditional full redemption pursuant to the Indenture, by and among the Issuer, the Company, the other guarantors named therein and U.S. Bank National Association, as Trustee and Notes Collateral Agent, dated as of Oct. 20, 2016, relating to the Issuer's outstanding 9.5% Senior Secured Second Lien Notes due 2022. The Issuer has elected to redeem all of the outstanding $223,500,000 in aggregate principal amount of the Notes on Dec. 23, 2020 at a redemption price of 102.375% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to the Redemption Date, subject to the satisfaction or delay by the Issuer of the Condition. The obligation of the Issuer to pay the Redemption Price on the Redemption Date is subject to and conditioned upon the closing of the transactions contemplated by the Master Purchase Agreement dated Nov. 25, 2020, among the Company and its subsidiaries, SunOpta Holdings LLC and CoOperatie SunOpta U.A., and Amsterdam Commodities N.V., as amended, modified or supplemented from time to time. Pursuant to the terms of the Indenture, the Redemption Date may be delayed until such time as the Condition shall be satisfied or the redemption may not occur and the notice of redemption may be rescinded in the event that the Condition is not satisfied by the Redemption Date or by the Redemption Date as so delayed. As a result, there can be no assurance that the conditions precedent to the redemption will be satisfied and the redemption will occur on the Redemption Date or at all. About SunOpta Inc. Headquartered in Ontario, Canada, SunOpta Inc. is a global company focused on plant-based foods and beverages, fruit-based foods and beverages, and organic ingredient sourcing and production. SunOpta specializes in the sourcing, processing and packaging of organic, natural and non-GMO food products, integrated from seed through packaged products; with a focus on strategic vertically integrated business models. SunOpta reported a loss attributable to common shareholders of $8.78 million for the year ended Dec. 28, 2019, compared to a net loss attributable to common shareholders of $117.11 million for the year ended Dec. 29, 2018. As of Sept. 26, 2020, the Company had $921.36 million in total assets, $672.14 million in total liabilities, $86.95 million in series A preferred stock, $27.47 million in series B preferred stock, and $134.80 million in total equity. SURGE CHRISTIAN: Seeks to Hire Lanigan & Lanigan as Counsel ----------------------------------------------------------- Surge Christian Academy LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire Lanigan & Lanigan, PL as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Lanigan & Lanigan will charge an hourly fee of $400 for its services. It received an initial retainer of $7,500 from the Debtor. Lanigan & Lanigan neither holds nor represents any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Eric A. Lanigan, Esq. Lanigan & Lanigan, PL 831 W. Morse Blvd Winter Park, FL 32789 Tel: (407) 740-7379 Fax: (407) 740-6812 Email: ecf@laniganpl.com Email: Roddy.Lanigan@Laniganpl.com About Surge Christian Academy LLC Surge Christian Academy LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-08348) on Nov. 9, 2020, listing under $1 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Eric A. Lanigan, Esq., at Lanigan & Lanigan, PL, serves as the Debtor's legal counsel. TAMARAC 10200: Seeks to Hire Berger Singerman as Counsel -------------------------------------------------------- Tamarac 10200, LLC and Unipharma, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berger Singerman LLP as its legal counsel. Berger Singerman will perform these legal services: (a) give advice to the Debtors with respect to their powers and duties and the continued management of their business operations; (b) advise the Debtors with respect to their responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal documents necessary in the administration of the Debtors' Chapter 11 cases; (d) protect the interests of the Debtors in all matters pending before the court; and (e) represent the Debtors in negotiations with their creditors and in the preparation of a Chapter 11 plan. The hourly rates of Berger Singerman's counsel and paraprofessionals are: Attorneys $320 - $725 Of Counsel and Associate Attorneys $375 - $425 Legal Assistants and Paralegals $85 - $250 Paul Steven Singerman Esq., and Christopher Andrew Jarvinen, Esq., the partners who will be principally responsible for Berger Singerman's representation of the Debtors, charge $720 per hour and $645 per hour, respectively. On Dec. 4, Berger Singerman received the sum of $191,890.54 from Unipharma. Berger Singerman applied such amount in reduction of all pre-bankruptcy fees and costs owed to it and will apply any excess as additional security retainer, along with the $250,000 security retainer it had previously received toward payment in full of its pre-petition fees and expenses. If and to the extent that the $191,890.54 does not cover all of Berger Singerman's pre-bankruptcy fees and expenses, the firm waives any such outstanding pre-bankruptcy fees and expenses. Mr. Singerman disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Paul Steven Singerman, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Ste. 1900 Miami, FL 33131 Telephone: (305) 755-9500 Facsimile: (305) 714-4340 Email: singerman@bergersingerman.com About Tamarac 10200 Unipharma -- https://www.unipharmausa.com/ -- is a healthcare packaging company serving the pharmaceutical and nutraceutical sectors in the development, manufacturing, and packaging of liquid, disposable, and single-dose units. Tamarac owns a state-of-the-art, 165,000 square foot, FDA-registered, blow-fill-seal and conventional seal manufacturing facility built in 2018 located in Tamarac, Florida, that among other things, packages prescription, over the counter, and nutraceutical and oral ophthalmic solutions. Tamarac 10200 and Unipharma, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23346) on Dec. 7, 2020. The petitions were signed by Neil F. Luria, chief restructuring officer. At the time of the filing, Tamarac 10200 disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $50 million, while Unipharma estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Peter D. Russin oversees the cases. The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as notice and claims agent. TAMARAC 10200: Taps Kurtzman Carson as Claims Agent --------------------------------------------------- Tamarac 10200, LLC and Unipharma, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kurtzman Carson Consultants, LLC as notice, claims and solicitation agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Prior to the petition date, the Debtors provided KCC with a retainer in the amount of $20,000, which is being held in trust by the firm. The hourly rates of KCC's professionals are: Analyst $30 - $50 Technology/Programming Consultant $35 - $95 Consultant/Senior Consultant/Senior Managing Consultant $65 - $195 Securities/Solicitation Consultant $205 Securities Director/Solicitation Lead $215 Evan Gershbein, an executive vice president of Corporate Restructuring Services of KCC, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Evan Gershbein KURTZMAN CARSON CONSULTANTS LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Facsimile: (310) 823-9133 Email: egershbein@kccllc.com About Tamarac 10200 Unipharma -- https://www.unipharmausa.com/ -- is a healthcare packaging company serving the pharmaceutical and nutraceutical sectors in the development, manufacturing, and packaging of liquid, disposable, and single-dose units. Tamarac owns a state-of-the-art, 165,000 square foot, FDA-registered, blow-fill-seal and conventional seal manufacturing facility built in 2018 located in Tamarac, Florida, that among other things, packages prescription, over the counter, and nutraceutical and oral ophthalmic solutions. Tamarac 10200 and Unipharma, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23346) on Dec. 7, 2020. The petitions were signed by Neil F. Luria, chief restructuring officer. At the time of the filing, Tamarac 10200 disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $50 million, while Unipharma estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Peter D. Russin oversees the cases. The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as notice and claims agent. TARGET DRILLING: Seeks to Hire Cincinnati Industrial as Appraiser ----------------------------------------------------------------- Target Drilling, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Ryan Luggen of Cincinnati Industrial Auctioneers, Inc. to appraise its industrial and drilling equipment. The appraiser will be paid at a flat rate of $3,500. Mr. Lugen disclosed in court filings that he and his firm do not have any connection with the Debtor and they do not represent any interest adverse to the Debtor or any other "parties in interest." The appraiser can be reached through: Ryan L. Luggen Cincinnati Industrial Auctioneers, Inc. 2020 Dunlap Street Cincinnati, OH 45214 Phone: +1 513-241-9701 About Target Drilling Inc. Headquartered in Southwestern Pennsylvania, Target Drilling, Inc. provides contract directional drilling services to drill horizontal boreholes from within underground mines and horizontal, vertical and vertical-to-horizontal boreholes from the surface. Visit https://www.targetdrilling.com for more information. Target Drilling sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22899) on Oct. 9, 2020. Stephen J. Kravits, president and chief executive officer, signed the petition. At the time of the filing, Debtor had estimated total assets of $4,178,464 and total liabilities of $3,014,346. Judge Thomas P. Agresti oversees the case. William R. Lauer, Esq., is Debtor's legal counsel. TELEMACHUS LLC: Case Summary & 7 Unsecured Creditors ---------------------------------------------------- Debtor: Telemachus, LLC 769 W. Jackson Blvd. LL Chicago, IL 60661 Business Description: Telemachus, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of fee simple title to a property located at 769 W. Jackson Blvd., Chicago, Illinois having an appraised value of $3 million. Chapter 11 Petition Date: December 11, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-21374 Judge: Hon. Jack B. Schmetterer Debtor's Counsel: Ben Schneider, Esq. SCHNEIDER & STONE 8424 Skokie Blvd. Suite 200 Skokie, IL 60077 Tel: 847-933-0300 Fax: 312-509-4937 Email: ben@windycitylawgroup.com Total Assets: $3,226,189 Total Liabilities: $2,228,372 The petition was signed by Marc Washor, managing member of Baklava, LLC (owner of Debtor). A copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YSPGQDY/Telemachus_LLC__ilnbke-20-21374__0001.0.pdf?mcid=tGE4TAMA TESTER DRILLING: Seeks to Hire David H. Bundy as Bankruptcy Counsel ------------------------------------------------------------------- Tester Drilling Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ David H. Bundy, P.C. as bankruptcy counsel. The firm will perform these legal services: (a) prepare and amend schedules and other required filings; (b) advise and represent the Debtor with respect to the sale or refinancing of property of the estate; (c) advise and represent the Debtor in the negotiation and preparation of a plan of reorganization; (d) avoid and recover preferential transfers; (e) other matters relating to the administration of the bankruptcy estate. David Bundy, Esq., the firm's attorney who will be handling the Debtor's Chapter 11 case, disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: David H. Bundy, Esq. David H. Bundy, P.C. 721 Depot Drive Anchorage AK 99501 Telephone: (907) 248-8431 Facsimile: (907) 248-8434 Email: dhb@alaska.net About Tester Drilling Services Tester Drilling Services, Inc. provides construction services such as the erection of structural steel and similar products of prestressed or precast concrete. Tester Drilling Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 20-00282) on Dec. 5, 2020. The petition was signed by Peter B. Tester, authorized representative. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Gary Spraker oversees the case. David H. Bundy, P.C. serves as the Debtor's counsel. TORTOISEECOFIN BORROWER: Moody's Lowers CFR to B1, Outlook Neg. --------------------------------------------------------------- Moody's Investors Service downgraded TortoiseEcofin Borrower, LLC's corporate family and senior secured debt ratings to B1 from Ba3 and downgraded the company's probability of default rating to B1-PD from Ba3-PD. The outlook on the ratings remain negative. The following rating actions were taken: Issuer: TortoiseEcofin Borrower, LLC Corporate Family Rating, downgraded to B1 from Ba3 Probability of Default Rating, downgraded to B1-PD from Ba3-PD Senior Secured Revolving Credit Facility due 2023, downgraded to B1 from Ba3 Senior Secured 1st Lien Term Loan due 2025, downgraded to B1 from Ba3 Outlook Actions: Issuer: TortoiseEcofin Borrower, LLC Outlook, Remains Negative RATINGS RATIONALE The downgrade of TortoiseEcofin's ratings reflects persistent outflows that have weakened the company's asset resiliency and lowered its expectations of its future earnings power. In prior energy downturns, the company benefited from inflows driven by investors looking to take advantage of lower energy valuations. However, gross inflows for the last twelve months ended 30 September did not offset redemptions; and net outflows amounted to about 15% of beginning of period assets, well in excess of its rating trigger of 3%. Moody's believes the Ecofin platform, which has experienced significant growth, will become more challenging to grow given the company's weaker competitive position. TortoiseEcofin is much smaller, less profitable, and more levered than it was pre-pandemic. The growing momentum for sustainable investing strategies has attracted larger more resourceful asset managers that Moody's believes could crowd the company out. TortoiseEcofin was prompt in responding to the fallout from the coronavirus by cutting costs significantly. However, profit margins have not stabilized, and lower cash flows have kept leverage elevated. Absent a meaningful recovery of the energy sector, financial leverage which stood at about 8 times debt-to-EBITDA at 30 September, will remain elevated and above the company's rating level. Moody's notes, however, that TortoiseEcofin has solid liquidity and continues to generate ample cash to reinvest into its businesses. Product launch costs are comparable with prior year expenditures. Additionally, the company has over $120 million of balance sheet investments that it could monetize before its debt matures in 2025. TortoiseEcofin's B1 corporate family rating is constrained by its modest scale, concentrated asset mix and high financial leverage. At September 30, the company had about $7 billion in assets under management, of which, over 80% is exposed to the US midstream energy sector. The outlook on TortoiseEcofin's ratings remains negative given its expectations of increased financial market volatility. Moody's believes that lower investor risk appetite and negative sentiment towards the energy sector despite solid underlying business fundamentals of midstream energy companies will prolong recovery. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Tortoise's ratings are unlikely to be upgraded over the near term but factors that could lead to a return to a stable outlook include: 1) significant asset flows into the business that improve asset resiliency; 2) meaningful recovery of energy markets that improve valuations to pre-pandemic levels; 3) financial leverage is sustained below 5 times debt-to-EBITDA as calculated by Moody's; or 4) reductions to the company's expense base that improve profitability such that pre-tax income margins are in the high single-digit percentage range. Conversely, factors that could lead to a downgrade of Tortoise's ratings include: 1) a deterioration in the company's liquidity profile; 2) persistent client redemptions that further weaken asset resiliency; 3) financial leverage sustained above 8 times debt-to-EBITDA as calculated by Moody's; or 4) average pre-tax income margins fall below the high single-digit percentage range. The principal methodology used in these ratings was Asset Managers Methodology published in November 2019. TOUCHSTONE GROUP: Seeks to Hire Sasser Law Firm as Counsel ---------------------------------------------------------- Touchstone Group, Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Sasser Law Firm as its legal counsel. The firm will render these services: (a) advise the Debtor of its powers and duties, the continued operation of its business and management of its property; (b) prepare and file monthly reports, plan of reorganization and disclosure statement; (c) prepare legal papers; (d) perform all other legal services for Debtor until and through the case's confirmation, dismissal or conversion; (e) undertake necessary action, if any, to avoid liens against the Debtor's property obtained by creditors and recover preferential payments within 90 days of the Debtor's bankruptcy filing; (f) perform a search of public records to locate liens and assess validity; and (g) represent the Debtor at hearings, plan confirmation and any 2004 examination. The firm will be paid at a rate of $350 per hour. Travis Sasser, Esq., at Sasser Law Firm, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Sasser, Esq. Sasser Law Firm 2000 Regency Parkway, Suite 230 Cary, NC 27518 Telephone: (919) 319-7400 Facsimile: (919) 657-7400 Email: tsasser@carybankruptcy.com About Touchstone Group Inc. Touchstone Group, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03657) on Nov. 16, 2020, listing under $1 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Travis Sasser, Esq., at Sasser Law Firm, represents the Debtor as counsel. TOWN SPORTS: Closes Waltham Boston Sports Club Site Abruptly ------------------------------------------------------------ Jenna Fisher of Patch reports that Waltham Boston Sports Club in Waltham, Massachusetts, has closed abruptly. When Boston Sports Clubs shut the doors on a dozen of its gyms this fall amid financial trouble for the chain, it sent members from the now closed Watertown and West Newton locations to its Waltham gym on Winter Street. But on Nov. 30, 2020, without warning that gym closed, too. That evening they sent a message to some club members: "As you know the pandemic has caused us, Boston Sports Clubs, to modify the number of clubs in the marketplace. Your home club, Waltham, is unfortunately part of the closure and the last available workout is on 11/30/20." But other members said they didn't hear about the closure until they showed up to work out. The Boston Sports Clubs website says the location is closed, but the automated answering menu still offers hours and directs phone calls to various departments. It does not indicate a closure. The website sends would-be gym goers to three other gyms, including Salisbury, Peabody and Lynnfield. The gym website for Lynnfield indicates it is closed temporarily. The owner of Boston Sports Clubs filed for bankruptcy in September 2020 in a plan that would allow the popular gym chain to keep operating as it works out its debts following months of closures. Town Sports International LLC filed for Chapter 11 bankruptcy in Delaware, meaning the company aims to keep the business alive while paying off its creditors. "The duration of the COVID-19 pandemic and the extent of its impact on our business cannot be reasonably estimated at this time," Town Sports said in a quarterly earnings statement in September. "We anticipate that the COVID-19 pandemic will continue to negatively impact our operating results in future periods." Town Sports was sued by BSC members in June over the company's continued collection of monthly dues during the shutdown. Attorney General Maura Healey said the company "hasn't been fair to its members about their right to cancel their membership and continued to charge members who tried to cancel. Make no mistake—this is illegal." The company ultimately froze memberships and promised customers additional days of access equal to the number of days paid for while its clubs were closed. About Town Sports International 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 Kirkland & Ellis and Young Conaway Stargatt & Taylor, LLP as their bankruptcy counsel, and Houlihan Lokey, Inc. as their financial advisor and investment banker. Epiq Corporate Restructuring, LLC serves as claims and noticing agent and administrative advisor. TRI-STATE ROOFING: $1,920 in Subchapter V Trustee Fees Approved --------------------------------------------------------------- Judge Joseph M. Meier, Chief Bankruptcy Judge of the United States Bankruptcy Court for the District of Ohio, approved Trustee Gary L. Rainsdon's Application for Subchapter V Trustee's fees and expenses. Mr. Rainsdon itemized $1,920.00 in fees, incurred between April 20, 2020 and October 26, 2020. He did not seek reimbursement of any expenses in the Application. Judge Meier said that the compensation sought by Mr. Rainsdon was reasonable. He explained that it was an allowed administrative expense under 11 U.S.C. Section 503(b)(2) and that the claim may be paid pursuant to 11 U.S.C. Section 1194(a) and (c). Judge Meier further explained that 11 U.S.C. Section 326(b) did not impose a 5% cap on the compensation. A full-text copy of the Memorandum Decision on Application for Subchapter V Trustee's Fees and Expenses, dated December 7, 2020, is available at https://tinyurl.com/yyrlbdxf from Leagle.com. About Tri-State Roofing Tri-State Roofing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-40188) on March 6, 2020, listing under $1 million in both assets and liabilities. Aaron Tolson, Esq. at TOLSON & WAYMENT PLLC serves as the Debtor's counsel. The Chapter 11 case was dismissed on November 12, 2020, after Gary L. Rainsdon, the trustee appointed in this Chapter 11, Subchapter V case, filed a motion to dismiss, which was supported by the United States Trustee and then joined by the Debtor. VENUS CONCEPT: Completes Refinancing of CNB Credit Facility ----------------------------------------------------------- Venus Concept Inc. has amended its existing revolving credit facility with City National Bank of Florida and successfully refinanced its long-term debt obligations. Specifically, the Company secured a new loan with CNB in the aggregate amount of $50.0 million as part of the Main Street Priority Loan Facility established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act. The loan has a term of five years and bears interest at an annual rate of LIBOR plus 3%. A portion of the proceeds were used to pay down $3.2 million of the Company's revolving line of credit with CNB. The Company also entered into agreements with Madryn Health Partners, LP (Madryn) and Madryn Health Partners (Cayman Master), LP, whereby the Company repaid $42.5 million of aggregate principal amount owed under the existing credit agreement with Madryn and issued 8% secured subordinated convertible notes to Madryn for an aggregate principal amount of $26.7 million to exchange and retire the remaining debt obligations owed to Madryn that would have matured in 2022. The convertible notes have a 5-year term and the interest rate on the convertible notes decreases to 6% on the third anniversary of the issuance. The notes are convertible at any time into shares of common stock of the Company at an initial conversion price of $3.25 per share, subject to adjustment. "We are pleased to announce these significant enhancements to Venus Concept's balance sheet and financial condition, reducing our cost of debt from 9% to less than 5% based on current rates," said Domenic Della Penna, chief financial officer of Venus Concept. "This new loan agreement allows us to refinance our long-term debt obligations which provides us with greater flexibility to support the execution of our growth strategy." About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. In the years ended Dec. 31, 2019 and in 2018, a substantial majority of its systems delivered in North America were in non-traditional markets. Venus Concept incurred a net loss of $42.29 million in 2019 following a net loss of $14.21 million in 2018. As of Sept. 30, 2020, the Company had $147.01 million in total assets, $110.37 million in total liabilities, and $36.65 million in total stockholders' equity. MNP LLP, in Toronto, Canada, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has reported recurring net losses and negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. VERITAS FARMS: Has $1.6M Net Loss for Quarter Ended Sept. 30 ------------------------------------------------------------ Veritas Farms, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,579,906 on $1,466,824 of sales for the three months ended Sept. 30, 2020, compared to a net loss of $3,595,119 on $1,215,810 of sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $13,495,783, total liabilities of $4,422,965, and $9,072,818 in total stockholders' equity. Veritas Farms said, "The Company has sustained substantial losses from operations since its inception. At September 30, 2020, the Company had an accumulated deficit of (US$24,207,818), and a net loss of (US$5,133,210) for the nine months ended September 30, 2020. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success." A copy of the Form 10-Q is available at: https://bit.ly/3gAvTMt Veritas Farms, Inc. focuses on producing phytocannabinoid-rich industrial hemp oils and extracts to distributors and retailers. Its products include vegan, kosher, and non-gmo capsules; tinctures; and organic edibles and salves. The Company was formerly known as SanSal Wellness Holdings, Inc. and changed its name to Veritas Farms, Inc. in February 2019. Veritas Farms, Inc. is based in Fort Lauderdale, Florida. VICTORIA TOWERS: Seeks to Hire E Realty as Real Estate Broker ------------------------------------------------------------- Victoria Towers Development, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire E Realty International Corp. as its real estate broker. The firm will assist in the sale of condominium units located at 13338 Sanford Avenue, Flushing, N.Y. The firm will get a broker's commission of 5 percent of the amount of any proposed contract of sale provided that such contract of sale closes. E Realty is disinterested as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Yan Zhang E Realty International Corp. 39-07 Prince Street, Suite 4D Flushing, NY 11354 US Phone: +1 718-886-8110 About Victoria Towers Development Flushing, N.Y.-based Victoria Towers Development Corp. is the owner of fee simple title to 29 residential condo units located at 133-38 Sanford Avenue, Flushing N.Y., having an appraised value of $33.37 million. Victoria Towers filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-73303) on Oct. 30, 2020. In its petition, the Debtor disclosed $33,370,000 in assets and $39,217,115 in liabilities. The petition was signed by Myint J. Kyaw, president. The Hon. Robert E. Grossman presides over the case. Rosen & Kantrow, PLLC serves as the Debtor's bankruptcy counsel. VORDERMEIER MANAGEMENT: Hires Susan D. Lasky as Counsel ------------------------------------------------------- Vordermeier Management Company seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Susan D. Lasky, PA, as counsel to the Debtor. Vordermeier Management requires Susan D. Lasky to: (a) give advice to the Debtor with respect to its powers and duties as Debtor In Possession and the continued management of its financial affairs; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a Plan. Susan D. Lasky will be paid at the hourly rates of $200 to $400. Prior to filing this case, the Debtor paid Susan D. Lasky $2,500 for pre filing meetings and schedule preparation, as well as payment of the filing fee of $1,717. In addition, the Debtor paid Susan D. Lasky $7,500 to be applied to post petition services. Susan D. Lasky will also be reimbursed for reasonable out-of-pocket expenses incurred. Susan D. Lasky 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. Susan D. Lasky can be reached at: Susan D. Lasky SUSAN D. LASKY, PA 320 S.E. 18th Street Ft. Lauderdale, Fl 33316 Tel: (954) 400-7474 Fax: (954) 206-0628 E-mail: Sue@SueLasky.com About Vordermeier Management Company Vordermeier Management Company filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 20-22726) on Nov. 20, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Susan D. Lasky, PA. WC CUSTER CREEK: Hires Fishman Jackson as Counsel ------------------------------------------------- WC Custer Creek Center Property, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Fishman Jackson Ronquillo PLLC, as counsel to the Debtor. WC Custer Creek requires Fishman Jackson to: a. serve as attorneys of record for the Debtor in all aspects; b. provide representation and legal advice to the Debtor throughout the Bankruptcy Case; c. assist the Debtor in carrying out its duties under the Bankruptcy Code, including advise the Debtor of such duties, its obligations, and its legal rights; d. consult with the U.S. Trustee, any statutory committee that may be formed, and all other creditors and parties in interest concerning administration of the Bankruptcy Case; e. assist in the possible sale of the Debtor's assets; f. prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and other legal papers and documents to further the Debtor's interests and objectives in the Bankruptcy Case, and to assist the Debtor in the preparation of its schedules, statements, and reports; g. assist the Debtor in connection with formulating and confirming a Chapter 11 plan, if necessary; h. assist the Debtor in analyzing and appropriately treating the claims of creditors; i. appear before this Court and any appellate courts or other courts having jurisdiction over any matter associated with the Bankruptcy Case; and j. perform all other legal services and provide all other legal advice to The Debtor as may be required or deemed to be in the Debtor's interest and in accordance with its powers and duties as set forth in the Bankruptcy Code. Fishman Jackson will be paid at these hourly rates: Attorneys $300 to $450 Paraprofessionals $135 to $175 Fishman Jackson will be paid a retainer in the amount of $25,000. Fishman Jackson will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark H. Ralston, partner of Fishman Jackson Ronquillo PLLC, 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. Fishman Jackson can be reached at: Mark H. Ralston, Esq. FISHMAN JACKSON RONQUILLO PLLC 13155 Noel Road, Suite 700 Dallas, TX 75240 Tel: (972) 419-5544 Fax: (972) 4419-5500 E-mail: mralston@fjrpllc.com About WC Custer Creek Center Property WC Custer Creek Center Property, LLC, based in Austin, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-11202) on Nov. 2, 2020. The petition was signed by Natin Paul, manager. In its petition, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. FISHMAN JACKSON RONQUILLO PLLC, serves as bankruptcy counsel to the Debtor. WEST COAST VENTURES: Has $627,000 Net Loss for June 30 Quarter -------------------------------------------------------------- West Coast Ventures Group Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $626,761 on $712,527 of revenues for the three months ended June 30, 2020, compared to a net loss of $1,185,514 on $944,424 of revenues for the same period in 2019. At June 30, 2020, the Company had total assets of $2,749,448, total liabilities of $7,808,549, and $5,059,100 in total stockholders' deficit. The Company said, "We realized net income of approximately US$0.5 million for the six months ended June 30, 2020 and have an accumulated deficit of approximately US$8.5 million and a negative working capital of approximately US$5.1 million at June 30, 2020, inclusive of current indebtedness. These conditions raise substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/2Ka7O39 West Coast Ventures Group Corp. owns and operates casual restaurants. It operates five restaurants in the Denver, Colorado metro area. The company is based in Arvada, Colorado. WILLCO X DEVELOPMENT: Committee Hires Brinkman Law as Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Willco X Development, LLLP received approval from the U.S. Bankruptcy Court for the District of Colorado to retain Brinkman Law Group, PC as its legal counsel. Brinkman Law will provide these services: a. attend meetings of the committee; b. communicate and consult with the Debtor, its secured lenders and other interested parties, including reviewing any documents or information produced to the committee throughout the course of the Debtor's Chapter 11 case; c. retain professionals by the Debtor or by the committee; d. analyze the Debtor's assets and liabilities, investigate the extent and validity of liens claimed against the Debtor, and review any proposed asset disposition; e. review and determine the rights and obligations of the Debtor under existing leases and contracts; f. analyze any filed disclosure statement and determine an appropriate response; g. participate in the negotiation, formulation or response to any proposed plan of liquidation or reorganization; h. explain the powers and duties of the committee under the Bankruptcy Code; i. evaluate and investigate claims and potential litigation, including avoidance actions; j. prepare legal documents; k. represent the committee at all hearings and other proceedings; and l. provide any other legal services that the committee may require. Brinkman's hourly rates for its most senior attorneys range from $225 to $695. Kelsi Hunt, Esq., is the attorney responsible for work on this case. Her current rate is $475 per hour. Brinkman disclosed in court filings that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kelsi Hunt, Esq. Brinkman Law Group, PC 543 Country Club Drive Suite B Wood Ranch, CA 93065 Tel: (818) 597-2992 Fax: (818) 597-2998 Email: firm@brinkmanlaw.com About Willco X Development Willco X Development, LLLP, operator of the Hilton Garden Inn of Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 20-16438) on Sept. 29, 2020. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Judge Thomas B. Mcnamara oversees the case. Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the Debtor's legal counsel. WORKHORSE GROUP: Reports $84.1M Net Loss for Sept. 30 Quarter ------------------------------------------------------------- Workhorse Group Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $84,130,722 on $564,707 of net sales for the three months ended Sept. 30, 2020, compared to a net loss of $11,493,587 on $4,258 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $120,448,300, total liabilities of $132,634,474, and $12,186,174 in total stockholders' deficit. Workhorse Group said, "The Company has limited revenues and a history of negative working capital and stockholders' deficits. Our existing capital resources are expected to be sufficient to fund our operations for several years. Unless and until we are able to generate a sufficient amount of revenue, reduce our costs and/or enter into a strategic relationship, we expect to finance future cash needs through public and/or private offerings of equity securities and/or debt financings. If we are not able to obtain additional financing and/or substantially increase revenue from sales, we will be unable to continue as a going concern. These conditions raise substantial doubt about the ability of the Company to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/3qKkAGi Workhorse Group Inc. designs, manufactures, builds, sells, and leases battery-electric vehicles and aircraft in the United States. It operates through two divisions, Automotive and Aviation. The company also develops cloud-based and real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. Its products include electric cargo vans, and medium and light-duty pickup trucks, as well as HorseFly delivery drones systems. The company was formerly known as AMP Holding Inc. and changed its name to Workhorse Group Inc. in April 2015. Workhorse Group Inc. was founded in 2007 and is headquartered in Loveland, Ohio. WORKSPORT LTD: Needs More Capital to Remain as Going Concern ------------------------------------------------------------ Worksport Ltd. (formerly Franchise Holdings International, Inc) filed its quarterly report on Form 10-Q, disclosing a net loss of $604,990 on $116,491 of net sales for the three months ended Sept. 30, 2020, compared to a net income of $270,370 on $870,053 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $1,132,009, total liabilities of $1,576,272, and $444,263 in total shareholders' deficit. The Company said, "During the nine-month period ended September 30, 2020, the Company incurred a net loss of US$936,841 and as of that date, the Company's accumulated deficit was US$12,615,254. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment." A copy of the Form 10-Q is available at: https://bit.ly/3gxP0XF Based in Vaughan, Canada, Worksport Ltd (OTCMKTS:WKSP) is engaged in the business of auto parts manufacturing. Worksport is engaged in developing multiple products for pick-up trucks available in North America. It also offers tonneau covers. Its product line includes Worksport Tri-Fold, Worksport Smart-Fold, Worksport Quad-Fold, and Worksport Forte. WORLDS INC: Reports $452K Net Loss for Quarter Ended Sept. 30 ------------------------------------------------------------- Worlds Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $452,011 on $0 of revenue for the three months ended Sept. 30, 2020, compared to a net loss of $490,421 on $0 of revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $1,004,093, total liabilities of $3,324,873, and $2,320,780 in total stockholders' deficit. Worlds Inc. said, "The Company has a working capital deficiency of US$2,534,469 and a stockholder's deficiency of US$2,320,780 and used US$769,784 of cash in operations for the nine months ended September 30, 2020. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan." A copy of the Form 10-Q is available at: https://bit.ly/2W5OGpm Worlds Inc. designs and develops software, content, and related technology for the creation of interactive three-dimensional (3D) Internet Websites. Its 3D Internet sites are designed to enable visitation by users by providing them with online communities featuring various content, information content, and interactive capabilities. The company's technology includes WorldsShaper, a compositing 3D building tool that integrates pre-existing or custom content; WorldsServer, a scalable software to control and operate online virtual communities; WorldsBrowser to access the 3D environments; WorldsPlayer to view and experience multi-user, interactive technology; and Worlds Gamma Libraries to compose sample worlds, textures, models, avatars, actions, sensors, sounds, motion sequences, and other behaviors. Its technology is used in various applications, including virtual meeting places, 3D e-commerce stores, and virtual classrooms. The company was formerly known as Worlds.com Inc. and changed its name to Worlds Inc. in February 2011. Worlds Inc. is based in Brookline, Massachusetts. YUNHONG CTI: Posts $1.0M Net Loss for Quarter Ended Sept. 30 ------------------------------------------------------------ Yunhong CTI Ltd. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,028,632 on $5,980,766 of net sales for the three months ended Sept. 30, 2020, compared to a net loss of $2,224,571 on $6,365,352 of net sales for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $21,948,575, total liabilities of $20,215,562, and $1,733,013 in total stockholders' equity. The Company said, "Financial performance in 2017, 2018 and 2019, included net losses attributable to the Company of US$1.6 million, US$3.6 million, and US$7.1 million, respectively. While these results included significant charges related to the disposition of subsidiaries, we believe that the result raises substantial doubt about our ability to continue as a going concern one year from the date these financial statements are issued." A copy of the Form 10-Q is available at: https://bit.ly/2W52aBQ Yunhong CTI Ltd. f/k/a CTI Industries -- http://www.ctiindustries.com/-- is a manufacturer and marketer of foil balloons and producer of laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other gift items and markets its products throughout the United States and in several other countries. ZERO GRAVITY: Has $2.6-Mil. Net Loss for June 30 Quarter -------------------------------------------------------- Zero Gravity Solutions, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss (available to common stockholders) of $2,619,945 on $4,923 of sales for the three months ended June 30, 2020, compared to a net loss (available to common stockholders) of $1,274,385 on $29,600 of sales for the same period in 2019. At June 30, 2020, the Company had total assets of $2,375,132, total liabilities of $3,021,582, and $646,450 in total stockholders' deficit. Zero Gravity said, "The Company expects to incur significant expenses and operating losses for the foreseeable future. Specifically, we estimate that the costs associated with the execution of our 2019 and 2020 business plans may exceed US$300,000 per month. This expense rate is primarily due to: an increase in costs of additional technical personnel, personnel-related costs; promotional expenses to develop markets for domestic and international sales of our product, BAM-FX(R), our retail product, Gardener's Choice(R), and our cannabis market product introduction; improvements to our manufacturing facility and processes; research and product development related expense for expansion of our product line, patent application filing costs, and development of commercial priming and granular products; and interest expense. The Company has evaluated its ability to continue as a going concern for the next twelve months from the issue date of the June 30, 2019 consolidated financial statements. There is substantial doubt about the Company's ability to continue as a going concern as we do not currently have the funding necessary to support the projected operating costs we expect to be needed to operate the business. The Company is active in its fundraising, and subsequent to June 30, 2019, the Company has raised approximately US$1,837,000." A copy of the Form 10-Q is available at: https://bit.ly/2W0FFxQ Boca Raton, Florida-based Zero Gravity Solutions, Inc. (OTCMKTS:ZGSI) is a fully reporting, next-generation agricultural biotechnology public company commercializing technologies initially developed for use by NASA astronauts to grow fresh, robust and nutrient-dense food crops in space. ZIM CORP: Has $64,000 Net Loss for Quarter Ended Sept. 30 --------------------------------------------------------- ZIM Corporation filed its Form 6-K, disclosing a net loss of $63,987 on $14,196 of total revenue for the three months ended Sept. 30, 2020, compared to a net income of $162,295 on $12,227 of total revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $1,274,805, total liabilities of $81,339, and $1,193,466 in total shareholders' equity. ZIM said, "To date the Company has incurred an accumulated loss of US$21,106,711 and cash flow used in operations of US$244,995. This raises significant doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities and commitments when due is dependent on the Company generating revenue sufficient to fund its cash flow needs. There is no certainty that this and other strategies will be sufficient to permit the Company to continue as a going concern." A copy of the Form 6-K is available at: https://bit.ly/2KfPqFL ZIM Corporation provides software products and services for the database and mobile markets in the United States, Brazil, Canada, Singapore, and internationally. The company operates through two segments, Mobile and Enterprise Software. It develops and sells ZIM integrated development environment (IDE) software, an enterprise software for use in the design, development, and management of information databases and mission critical applications. The company's ZIM IDE software provides an IDE for Microsoft Windows, UNIX, and Linux computer operating systems. Its products are used to develop database applications in various industries, including finance, insurance, marketing, human resource, information, and records management. The company also provides migration services and management products; and short message services. ZIM Corporation was founded in 1997 and is based in Ottawa, Canada. ZION OIL: Reports $1.8M Net Loss for Quarter Ended Sept. 30 ----------------------------------------------------------- Zion Oil & Gas, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,796,000 on $0 of revenue for the three months ended Sept. 30, 2020, compared to a net loss of $1,619,000 on $0 of revenue for the same period in 2019. At Sept. 30, 2020, the Company had total assets of $39,391,000, total liabilities of $5,487,000, and $33,904,000 in total stockholders' equity. Zion Oil said, "The Company's ability to continue as a going concern is dependent upon obtaining the necessary financing to undertake further exploration and development activities and ultimately generating profitable operations from its oil and natural gas interests in the future. The Company's current operations are dependent upon the adequacy of its current assets to meet its current expenditure requirements and the accuracy of management's estimates of those requirements. Should those estimates be materially incorrect, the Company's ability to continue as a going concern may be impaired. During the nine months ended September 30, 2020, the Company incurred a net loss of approximately US$5.33 million and had an accumulated deficit of approximately US$211.1 million. These factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://bit.ly/2KfQ6Lj Zion Oil & Gas, Inc. operates as an oil and gas exploration company in Israel. It holds a petroleum exploration license onshore Israel, the Megiddo-Jezreel License comprising an area of approximately 99,000 acres. The company was founded in 2000 and is headquartered in Dallas, Texas. [^] BOND PRICING: For the Week from December 7 to 11, 2020 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AMC Entertainment Holdings AMC 5.75 17.286 6/15/2025 AMC Entertainment Holdings AMC 6.125 17.573 5/15/2027 AMC Entertainment Holdings AMC 5.875 14.711 11/15/2026 Acorda Therapeutics ACOR 1.75 55 6/15/2021 American Energy- Permian Basin LLC AMEPER 12 0.001 10/1/2024 American Energy- Permian Basin LLC AMEPER 12 0.645 10/1/2024 American Energy- Permian Basin LLC AMEPER 12 0.645 10/1/2024 Anheuser-Busch InBev Finance Inc ABIBB 3.3 105.38 2/1/2023 Anheuser-Busch InBev Finance Inc ABIBB 3.7 109.375 2/1/2024 Anheuser-Busch InBev Finance Inc ABIBB 2.625 104.188 1/17/2023 Anheuser-Busch InBev Finance Inc ABIBB 3.5 109.01 1/12/2024 BAE Systems Holdings BALN 2.85 99.749 12/15/2020 BPZ Resources BPZR 6.5 3.017 3/1/2049 Basic Energy Services BASX 10.75 21.5 10/15/2023 Basic Energy Services BASX 10.75 18.796 10/15/2023 Bristow Group Inc/old BRS 6.25 6.25 10/15/2022 Bristow Group Inc/old BRS 4.5 6.25 6/1/2023 Buffalo Thunder Development Authority BUFLO 11 50.125 12/9/2022 CBL & Associates LP CBL 5.25 40.006 12/1/2023 CEC Entertainment CEC 8 8 2/15/2022 Calfrac Holdings LP CFWCN 8.5 8.64 6/15/2026 Calfrac Holdings LP CFWCN 8.5 8.64 6/15/2026 Chesapeake Energy CHK 11.5 14 1/1/2025 Chesapeake Energy CHK 11.5 16 1/1/2025 Chesapeake Energy CHK 5.5 5.688 9/15/2026 Chesapeake Energy CHK 6.625 5.55 8/15/2020 Chesapeake Energy CHK 5.75 5.55 3/15/2023 Chesapeake Energy CHK 8 6.5 6/15/2027 Chesapeake Energy CHK 4.875 6.25 4/15/2022 Chesapeake Energy CHK 8 5.875 1/15/2025 Chesapeake Energy CHK 6.875 4.812 11/15/2020 Chesapeake Energy CHK 8 5.75 3/15/2026 Chesapeake Energy CHK 7.5 6.063 10/1/2026 Chesapeake Energy CHK 8 5.506 3/15/2026 Chesapeake Energy CHK 8 5.594 6/15/2027 Chesapeake Energy CHK 6.875 5.442 11/15/2020 Chesapeake Energy CHK 8 5.602 1/15/2025 Chesapeake Energy CHK 8 5.506 3/15/2026 Chesapeake Energy CHK 7 5.75 10/1/2024 Chesapeake Energy CHK 8 5.602 1/15/2025 Chesapeake Energy CHK 8 5.594 6/15/2027 Chinos Holdings CNOHLD 7 0.332 N/A Chinos Holdings CNOHLD 7 0.332 N/A Cigna Holding Co CI 4.375 99.822 12/15/2020 Dean Foods Co DF 6.5 0.5 3/15/2023 Dean Foods Co DF 6.5 0.75 3/15/2023 Diamond Offshore Drilling DOFSQ 7.875 10.55 8/15/2025 Diamond Offshore Drilling DOFSQ 3.45 7.875 11/1/2023 Diamond Offshore Drilling DOFSQ 5.7 10.625 10/15/2039 ENSCO International VAL 7.2 6 11/15/2027 Eaton Electric Holdings ETN 3.875 99.826 12/15/2020 EnLink Midstream Partners ENLK 6 57.47 N/A Energy Conversion Devices ENER 3 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 1.0165 0.072 1/30/2037 Exela Intermediate LLC / Exela Finance Inc EXLINT 10 29.795 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10 29.953 7/15/2023 Extraction Oil & Gas XOG 7.375 18.5 5/15/2024 Extraction Oil & Gas XOG 5.625 18.5 2/1/2026 Extraction Oil & Gas XOG 7.375 18.092 5/15/2024 Extraction Oil & Gas XOG 5.625 17.714 2/1/2026 Federal Farm Credit Banks Funding FFCB 0.48 99.847 6/15/2023 Federal Home Loan Banks FHLB 2.65 99.081 12/17/2031 Federal Home Loan Banks FHLB 2.89 99.591 12/18/2034 Federal Home Loan Mortgage FHLMC 0.44 99.887 3/15/2024 Federal Home Loan Mortgage FHLMC 0.415 99.873 12/15/2022 Federal Home Loan Mortgage FHLMC 0.375 99.86 9/15/2022 Federal Home Loan Mortgage FHLMC 2.15 99.436 12/17/2027 Ferrellgas Partners LP / Ferrellgas Partners Finance FGP 8.625 18 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance FGP 8.625 20 6/15/2020 Fleetwood Enterprises FLTW 14 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance FELP 11.5 0.469 4/1/2023 Foresight Energy LLC / Foresight Energy Finance FELP 11.5 0.469 4/1/2023 Frontier Communications FTR 10.5 48.25 9/15/2022 Frontier Communications FTR 7.125 43.75 1/15/2023 Frontier Communications FTR 8.75 46 4/15/2022 Frontier Communications FTR 6.25 44.1 9/15/2021 Frontier Communications FTR 9.25 44.5 7/1/2021 Frontier Communications FTR 10.5 48.298 9/15/2022 Frontier Communications FTR 10.5 48.298 9/15/2022 GNC Holdings GNC 1.5 1.25 8/15/2020 GTT Communications GTT 7.875 35.783 12/31/2024 GTT Communications GTT 7.875 35.398 12/31/2024 General Electric Co GE 5 92.03 N/A Goldman Sachs Group GS 1.37538 99.051 12/22/2020 Goodman Networks GOODNT 8 53 5/11/2022 Great Western Petroleum LLC / Great Western Finance GRTWST 9 57.915 9/30/2021 Great Western Petroleum LLC / Great Western Finance GRTWST 9 57.86 9/30/2021 Guitar Center GTRC 13 49.448 4/15/2022 Hertz Corp/The HTZ 6.25 53.5 10/15/2022 High Ridge Brands Co HIRIDG 8.875 2.914 3/15/2025 High Ridge Brands Co HIRIDG 8.875 2.914 3/15/2025 HighPoint Operating HPR 7 41.133 10/15/2022 ION Geophysical IO 9.125 67.021 12/15/2021 ION Geophysical IO 9.125 64.785 12/15/2021 ION Geophysical IO 9.125 64.785 12/15/2021 ION Geophysical IO 9.125 64.785 12/15/2021 International Paper Co IP 3.65 110.319 6/15/2024 International Wire Group ITWG 10.75 89.199 8/1/2021 J Crew Brand LLC / J Crew Brand JCREWB 13 52.263 9/15/2021 JC Penney JCP 5.875 9 7/1/2023 JC Penney JCP 5.875 9 7/1/2023 JCK Legacy Co MNIQQ 6.875 0.598 3/15/2029 Jonah Energy LLC / Jonah Energy Finance JONAHE 7.25 1 10/15/2025 Jonah Energy LLC / Jonah Energy Finance JONAHE 7.25 0.945 10/15/2025 K Hovnanian Enterprises HOV 5 12.121 2/1/2040 K Hovnanian Enterprises HOV 5 12.121 2/1/2040 LSC Communications LKSD 8.75 16.063 10/15/2023 LSC Communications LKSD 8.75 14.9 10/15/2023 Liberty Media LMCA 2.25 47.6 9/30/2046 Linde Inc/CT LIN 4.05 100.575 3/15/2021 MAI Holdings MAIHLD 9.5 16.332 6/1/2023 MAI Holdings MAIHLD 9.5 16.332 6/1/2023 MAI Holdings MAIHLD 9.5 16.332 6/1/2023 MF Global Holdings Ltd MF 9 15.625 6/20/2038 MF Global Holdings Ltd MF 6.75 15.625 8/8/2016 Mashantucket Western Pequot Tribe MASHTU 7.35 16.25 7/1/2026 Men's Wearhouse Inc/The TLRD 7 1.75 7/1/2022 Men's Wearhouse Inc/The TLRD 7 2.855 7/1/2022 NWH Escrow HARDWD 7.5 32.875 8/1/2021 NWH Escrow HARDWD 7.5 32.518 8/1/2021 Navient NAVI 3.46 99.224 12/15/2020 Neiman Marcus Group LLC/The NMG 7.125 4.445 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8 4.174 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14 27.25 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 5.161 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14 27.25 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8 4.174 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 5.161 10/25/2024 Nine Energy Service NINE 8.75 31.703 11/1/2023 Nine Energy Service NINE 8.75 31.809 11/1/2023 Nine Energy Service NINE 8.75 32.593 11/1/2023 Northwest Hardwoods HARDWD 7.5 33.249 8/1/2021 Northwest Hardwoods HARDWD 7.5 32.544 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.54 1.25 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 65.589 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 65.589 6/1/2021 Peabody Energy BTU 6 54.875 3/31/2022 Peabody Energy BTU 6.375 32.557 3/31/2025 Peabody Energy BTU 6.375 31.951 3/31/2025 Peabody Energy BTU 6 52.642 3/31/2022 Pride International LLC VAL 6.875 7.784 8/15/2020 Pride International LLC VAL 7.875 8 8/15/2040 Renco Metals RENCO 11.5 24.875 7/1/2003 Revlon Consumer Products REV 6.25 31.619 8/1/2024 Rolta LLC RLTAIN 10.75 4.458 5/16/2018 SESI LLC SPN 7.125 27.5 12/15/2021 SESI LLC SPN 7.125 29 12/15/2021 SESI LLC SPN 7.75 29 9/15/2024 SESI LLC SPN 7.125 32.001 12/15/2021 Sable Permian Resources Land LLC / AEPB Finance AMEPER 7.125 0.771 11/1/2020 Sears Holdings SHLD 8 1.2 12/15/2019 Sears Holdings SHLD 6.625 1.759 10/15/2018 Sears Holdings SHLD 6.625 1.759 10/15/2018 Sears Roebuck Acceptance SHLD 7.5 0.845 10/15/2027 Sears Roebuck Acceptance SHLD 6.75 0.838 1/15/2028 Sears Roebuck Acceptance SHLD 7 0.626 6/1/2032 Sears Roebuck Acceptance SHLD 6.5 0.84 12/1/2028 Sempra Texas Holdings TXU 5.55 13.5 11/15/2014 Senseonics Holdings SENS 5.25 30.063 1/15/2025 Senseonics Holdings SENS 5.25 42.922 2/1/2023 Summit Midstream Partners SMLP 9.5 25 N/A TerraVia Holdings TVIA 5 4.644 10/1/2019 Toys R Us TOY 7.375 1.317 10/15/2018 Transworld Systems TSIACQ 9.5 27 8/15/2021 Ultra Resources Inc/US UPL 11 5.125 7/12/2024 Utah Acquisition Sub VTRS 3.75 99.989 12/15/2020 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9 54.738 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9 55.368 8/15/2021 Weyerhaeuser Co WY 4.625 110.875 9/15/2023 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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