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/raid1/www/Hosts/bankrupt/TCR_Public/211014.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, October 14, 2021, Vol. 25, No. 286 Headlines 1121 PIER VILLAGE: Taps Bielli & Klauder as Bankruptcy Counsel AGSPRING MISSISSIPPI: Taps Faegre Drinker as Special Counsel AGSPRING MISSISSIPPI: Taps Piper Sandler & Co. as Investment Banker AMERICAN AIRLINES: Forecasts Smaller Third Quarter Loss ARKO CORP: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable BLUELINX HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable BOY SCOUTS: Ex-Director Johnson Blasts Child-Protection Efforts BROOKLYN IMMUNOTHERAPEUTICS: Registers 5.1M Shares Under 2020 Plan CHESTER COMMUNITY: Fitch Withdraws 'B-' IDR CMA LOGISTICS: Files Amendment to Disclosure Statement DAME CONTRACTING: Taps LaMonica as Bankruptcy Counsel ECOARK HOLDINGS: May Issue 1.3M Shares Under Amended Incentive Plan ENTRUST ENERGY: Sues Shell Energy for Nixing Deal During Storm FUTURUM COMMUNICATIONS: Seeks to Hire SL Biggs as Accountant GREENSILL CAPITAL: Credit Suisse to Delay Report on Collapse GYAPOMAA KOSEI: Seeks to Hire Resnik Hayes as Bankruptcy Counsel HOLLY ENERGY: S&P Raises Rating on Senior Unsecured Debt to 'BB+' HOME AGAIN: Taps Christianson & Freund as Bankruptcy Counsel HOME DEALS: Seeks to Hire Molleur Law Office as Bankruptcy Counsel IAA INC: Fitch Affirms 'BB-' IDR & Alters Outlook to Positive LABL INC: S&P Downgrades ICR to 'B-' on Acquisition by CD&R LIFE TIME: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR LIMETREE BAY REFINING: Makes Bankruptcy Loan Overdue Payment NEW CASTLE, IN: S&P Cuts Rating on Sewage Works Rev Bonds to 'BB+' NUSTAR ENERGY: Fitch Affirms 'BB-' LT IDR, Outlook Stable PILATES CENTER: Taps Morrison Tenenbaum as Bankruptcy Counsel PURDUE PHARMA: Judge Says Sackler Releases the 'Big Dog' in Appeal PURDUE PHARMA: Ohio Lawmaker Urges Probe of McKinsey PURDUE PHARMA: Plan Appeals Will Be Heard Prior to Effectivity Date QUOTIENT LIMITED: Ali Kiboro to Serve as CFO Starting Nov. 1 RTI HOLDINGS: Ruby Tuesday Exec Benefits Suit to Stay in Tennessee RUBY TUESDAY: Aldridge State Law Claims vs Regions Bank Dismissed SALEH'S CO: Seeks to Employ Seattle CPA Firm as Accountant SAMARCO MINERACAO: Court Extends Stay Period for 180 Days SPEEDBOAT JV: Unsecured Creditors to be Paid in Full in Sale Plan SYNAPTICS INC: Fitch Affirms 'BB' LT IDR, Outlook Stable TRAVERSE MIDSTREAM: S&P Alters Outlook to Pos., Affirms 'B' ICR VISTRA CORP: S&P Rates $1BB Perpetual Preferred Stock 'B' WATERLOO AFFORDABLE: Walker & Dunlop Says Plan Unconfirmable WB SUPPLY: Unsecureds' Recovery "TBD" in Liquidating Plan WEATHERFORD INTERNATIONAL: S&P Places 'CCC+' ICR on Watch Positive WORLD OF DANCE: Continued Operations to Fund Plan Payments WR GRACE: Fitch Withdraws 'B+' IDR Amid Standard Industries Deal ZNB LLP: Seeks to Employ RLC Lawyers as Bankruptcy Counsel [*] 20 Biggest Bankruptcies in U.S. History [*] U.S. Bankruptcy Filings Sees to Rise in 2022 After 2021 Lull [*] U.S. Supreme Court Skips Review of "Equitable Mootness" [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1121 PIER VILLAGE: Taps Bielli & Klauder as Bankruptcy Counsel -------------------------------------------------------------- 1121 Pier Village, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Bielli & Klauder, LLC to serve as legal counsel in their Chapter 11 cases. The firm's services include: (a) providing the Debtors with legal advice with respect to their powers and duties in the continued operation of their business and management of their properties; (b) assisting in taking all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on behalf of the Debtors, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the estates; (c) preparing legal papers; (d) appearing before the bankruptcy court and such other courts as may be appropriate to represent the Debtors' interests and assisting the Debtors in negotiations with other parties in interests; (e) advising the Debtors concerning actions they might take to collect and recover property for the benefit of their estates; (f) advising the Debtors concerning executory contracts and unexpired lease assumption, assignment and rejection; (g) advising the Debtors in connection with the contemplated sale of all or substantially all of their assets under Section 363 of the Bankruptcy Code; (h) advising the Debtors with respect to their joint Chapter 11 plan of reorganization filed with the court, disclosure statement and assisting the Debtors in connection with the solicitation and confirmation processes; and (i) performing all other necessary legal services. The firm's hourly rates are as follows: David M. Klauder, Esq. $375 per hour Thomas D. Bielli, Esq. $375 per hour Angela L. Mastrangelo, Esq. $375 per hour Associates $300 per hour Paraprofessionals and Law Clerks $115 – $150 per hour Thomas Bielli, Esq., member of the firm, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas D. Bielli, Esq. Bielli & Klauder, LLC 1204 N. King Street Wilmington, DE 19801 Phone: (302) 803-4600 Fax: (302) 397-2557 Email: dklauder@bk-legal.com About 1121 Pier Village Philadelphia, Pa.-based 1121 Pier Village, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 21-11466) on May 23, 2021. Alex Halim, operating manager, signed the petitions. At the time of the filing, 1121 Pier Village had between $10 million and $50 million in both assets and liabilities. Judge Eric L. Frank oversees the cases. The Debtors tapped Bielli & Klauder, LLC as legal counsel; Asterion, Inc. as accountant and financial advisor; and Keen-Summit Capital Partners, LLC as real estate advisor. AGSPRING MISSISSIPPI: Taps Faegre Drinker as Special Counsel ------------------------------------------------------------ Agspring Mississippi Region, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Faegre Drinker Biddle & Reath, LLP as special counsel. The firm's services include: (a) providing strategic transactional, corporate, and corporate financing advice and services to the Debtors, in coordination with their bankruptcy counsel, Dentons US, LLP and Pachulski Stang Ziehl & Jones, LLP; (b) negotiating and drafting the proposed stalking horse asset purchase agreement and all ancillary documents related thereto, reviewing related pleadings, and appearing before the court on such matters; and (c) providing continued advice and services with respect to state court litigation. The firm's hourly rates are as follows: Partners $625 – $1,150 per hour Associates and Counsel $415 – $640 per hour Paraprofessionals $280 – $405 per hour Mike Gustafson, Esq., a partner at Faegre, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mike T. Gustafson, Esq. Faegre Drinker Biddle & Reath LLP 311 S. Wacker Drive, Suite 4300 Chicago, IL 60606 Tel.: +1 312 356 5043 Fax: +1 312 212 6501 Email: mike.gustafson@faegredrinker.com About Agspring Mississippi Region Operating as a holding company, Agspring Mississippi Region, LLC -- https://agspring.com/ -- focuses on grain, oilseed and specialty crop handling, processing and logistics operations. Agspring and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on Sept. 10, 2021. In the petition signed by Kyle Sturgeon, chief restructuring officer, Agspring listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP and Dentons US, LLP as bankruptcy counsel; Faegre Drinker Biddle & Reath LLP as special counsel; Piper Sandler & Co. as investment banker; and MERU, LLC as restructuring advisor. Kyle Sturgeon, managing director at MERU, serves as the Debtors' chief restructuring officer. AGSPRING MISSISSIPPI: Taps Piper Sandler & Co. as Investment Banker ------------------------------------------------------------------- Agspring Mississippi Region, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Piper Sandler & Co. as investment banker. The firm's services include: (a) evaluating the Debtors' aggregate debt capacity in light of their projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; (b) evaluating the Debtors' liquidity, including financing alternatives; (c) identifying or initiating potential merger and acquisition (M&A) transactions; (d) assisting the Debtors in M&A transaction-related activities, including developing marketing materials, creating and maintaining a data room and contact log, coordinating and attending onsite or virtual site visits, and initiating and managing contact with interested buyers throughout the process; (e) assisting the Debtors and their other professionals in reviewing the terms of any proposed M&A transaction (whether proposed by the Debtors or by a third party), in responding thereto and, if directed, in evaluating alternative proposals for an M&A transaction; (f) assisting or participating in negotiations with parties in interest, including, without limitation, any current or prospective creditors of, holders of equity in, or claimants against the Debtors or their respective representatives in connection with an M&A transaction; (g) advising the Debtors with respect to, and attending, meetings of the Debtors' Board of Managers, creditor groups, and other interested parties, as reasonably requested; (h) participating in hearings before the court and provide relevant testimony with respect to the matters described and issues arising in connection with any proposed Chapter 11 plan or reorganization or liquidation; and (i) rendering such other investment banking services as may be agreed upon by firm and the Debtors, subject to further Court order. The firm will be paid a transaction fee of 1 percent of the total amount of all cash, plus the total value of all securities, contractual arrangements, and other consideration, including, without limitation to, any contingent, escrowed or earned consideration, paid or payable, directly or indirectly, in connection with an M&A transaction. Joseph Denham, managing director at Piper Sandler & Co., disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joseph Denham Piper Sandler & Co. 800 Nicollet Mall, Suite 900 Minneapolis, MN 55402 Tel: +1 212 205-1455 About Agspring Mississippi Region Operating as a holding company, Agspring Mississippi Region, LLC -- https://agspring.com/ -- focuses on grain, oilseed and specialty crop handling, processing and logistics operations. Agspring and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 21-11238) on Sept. 10, 2021. In the petition signed by Kyle Sturgeon, chief restructuring officer, Agspring listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP and Dentons US, LLP as bankruptcy counsel; Faegre Drinker Biddle & Reath LLP as special counsel; Piper Sandler & Co. as investment banker; and MERU, LLC as restructuring advisor. Kyle Sturgeon, managing director at MERU, serves as the Debtors' chief restructuring officer. AMERICAN AIRLINES: Forecasts Smaller Third Quarter Loss ------------------------------------------------------- American Airlines Group Inc. said in an Oct. 12 investor update that it expects smaller third-quarter loss than previously projected, and said it is seeing "robust" demand for the winter holidays: * Revenue: The Company expects its third quarter 2021 total revenue to be down approximately 25% versus the third quarter of 2019, which is on the better end of the Company's previous guidance of down 24% to 28%. * Profit/Loss: The Company expects to report a GAAP net profit in the third quarter. Excluding the effect of net special items, the Company expects to report a net loss of between $620 million and $675 million and an income tax benefit at an effective tax rate of 22%. * Operations: During the summer, the Company executed on the largest and fastest operational ramp-up in its history as a response to recovering demand. Despite ramp-up related challenges, the Company took several corrective actions and saw continuous improvement through the quarter. Operationally, the Company recorded its best September in its history since the merger as defined by completion factor (99%), on-time departures (76.6%), and on time arrivals (86.2%). The Company expects this trend to continue in October. * Capacity: During the third quarter, the Company flew 61.1 billion total available seat miles, down 19.4% versus the third quarter of 2019 and at the lower end of its prior guidance of down 15% to 20% versus the third quarter of 2019. The Company is planning for a robust peak travel period in the fourth quarter and presently expects to fly 62.2 billion ASMs on a peak of more than 6,100 flights per day. A full-text copy of the regulatory filing is available at https://tinyurl.com/5xp2b7ad Mary Schlangenstein of Bloomberg News reports that American Airlines Group forecast a third-quarter loss of $620 million to $675 million), which is smaller than analysts have been expecting. Analysts have been anticipating a $720.1 million deficit, according to estimates compiled by Bloomberg. The carrier's projected loss of 96 cents to $1.04 a share is better than the $1.15 estimated by Wall Street. About American Airlines American Airlines Group Incorporated is an American publicly traded airline holding company headquartered in Fort Worth, Texas. It was formed on Dec. 9, 2013, in the merger of AMR Corporation, the parent company of American Airlines, and US Airways Group, the parent company of US Airways. Before the Coronavirus pandemic, American Airlines offered customers 6,800 daily flights to more than 365 destinations in 61 countries from its hubs in Charlotte, Chicago, Dallas-Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington, D.C. As of Dec. 31, 2018, the company operated a mainline fleet of 956 aircraft. The airline industry has been severely affected by the economic shutdowns and travel restrictions brought by the Coronavirus pandemic. ARKO CORP: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to Richmond, Va.-based convenience store operator and fuel supplier ARKO Corp. At the same time, S&P assigned its 'B-'issue-level rating and a '6' recovery rating to the proposed unsecured notes. S&P said, "The stable outlook reflects our expectations that consistent performance will support relatively stable credit metrics including S&P Global Ratings-adjusted leverage in the high-6x to low-7x range. "Our ratings reflect ARKO's position as the sixth-largest convenience store operator (C-store) in the U.S. in a highly competitive and fragmented industry. ARKO's position in the intensively competitive c-store industry reflects the company's super-regional presence and meaningful operating scale. The company operates or services over 3,000 c-store retail or wholesale sites that span much of the East coast and Central U.S., providing somewhat greater geographic diversity as compared to regional players. Specifically, ARKO directly operates nearly 1,400 retail c-stores primarily located in rural or secondary markets, offering brand-name fuel and other products such as food and beverages. It also services more than 1,600 dealer and other operations through the wholesale segment. We think fuel revenue contribution along with the meaningful inside merchandise sales provide ARKO meaningful diversification and operating scale. Moreover, ARKO will continue its expansion through its remodeling program to freshen aged locations. That said, the company's scale remains smaller than higher-rated peers. As ARKO leases its store locations, we think the lack of site ownership puts the company at an operating disadvantage relative to higher-rated peers that own their stores." ARKO will likely continue its growth via acquisition strategy while maintaining a relatively stable financial policy, both key aspects to our rating. ARKO has a meaningful history of growth via acquisition, integrating 19 other fuel providers since 2013. Most recently, ARKO purchased Empire Petroleum in late 2020 and ExpressStop in May 2021. ARKO has used acquisitions to expand its footprint while adding product diversity, noting the Empire acquisition significantly increased the company's wholesale business. S&P said, "Looking ahead, we do not expect a large acquisition in the near term but believe ARKO will continue to pursue smaller, tuck-in acquisitions in its operating regions. While adding to growth, we also think acquisitions will continue to come with integration risks." S&P said, "At the same time, we expect ARKO to maintain relatively stable financial policy, with adjusted leverage in the high-6x to 7x range and interest coverage around the mid-2x area. Our assumptions include stable balance sheet debt and no significant debt-funded acquisitions. Our adjusted credit metrics also incorporate the company's substantial operating leases (the company has long lease terms for many locations) and the $100 million preferred shares that we treat as debt. While adjusted credit metrics are significantly greater than higher-rated peers, we also think ARKO's capital structure has support from relatively steady cash flow generation that provides good coverage of its financial obligations. "We expect the ARKO's merchandise sales and retail and wholesale fuel volumes to increase supported by economic growth and increasing consumer mobility. We forecast ARKO's merchandise same-store sales to increase over the next 12 to 18 months. For the first six months of 2021, inside sales have gained over last year's levels, growing 6.0% and 2.4% in the first and second quarters, respectively. Inside sales have benefitted from, in part, increased consumer mobility and greater transaction counts. We believe these trends were helped by ARKO's initiatives to elevate in-store product offering including food and other inside products. Moreover, we expect ARKO's remodeling program to result in continued performance gains, and boost inside sales by improving product offering, displays, and presentation across its store fleet. We also expect the remodeling program to assist in better store efficiency. We think these initiatives will help drive a low-single-digit increase in comparable inside sales and a nearly 200 basis point increase in merchandise margins over the next 12 to 18 months. "Moreover, we think an increase in both economic activity and consumer travel will likely result in better fuel segment performance. While modestly lower in the first six months of the year, ARKO's retail fuel volumes increased more than 11% on a same store basis in the second quarter of 2021. In addition, wholesale fuel volumes increased significantly on better economic growth and because of recent acquisitions. This reflects a return to more normal fuel demand for the industry prior to the pandemic. "We believe the increase in volumes helped to offset moderating but still good fuel margins for ARKO. The company recently reported about $0.34 per gallon in retail and more than $0.05 per gallon (or nearly $0.09 per gallon on a blended rate including consignment sales) in the wholesale segment. We think the recovery trend, including the volume benefits of acquisitions, will continue because of increased consumer confidence and higher miles traveled. This leads to us to believe ARKO will generate a mid-to-high-single-digit percent increase in fuel volumes this year and low-single-digit increase next year. We also project fuel volumes to moderate but remain elevated compared with last year with gasoline demand staying high boosted by pent-up demand for travel. "ARKO's high exposure to fuel and tobacco sales result in greater exposure to environmental and social risk factors. We expect improving fuel margin efficiency to pressure long-term industry fuel volumes. Additionally, consumer demand and regulatory stipulations for reduced emissions and cleaner energy to address global warming remain a primary growth driver of electric and hybrid vehicle demand. This poses a long-term threat to ARKO's core fuel business. Separately, ARKO meaningfully relies on tobacco-related product sales, exposing it to social risk factors related to the detrimental health effects of tobacco use. Although the category remains an important revenue driver, we think tobacco products face elevated regulatory scrutiny and long-term volume pressures. "The stable outlook on ARKO reflects our expectation that earnings will improve with economic conditions supporting growth in fuel volumes while store remodel and merchandise initiatives support inside sales and gross profit. We project the company will maintain relatively stable credit metrics including adjusted leverage around the high-6x to low-7x area and interest coverage around 2x." S&P could lower its rating on ARKO if adjusted leverage approaches 7.5x or interest coverage declines to less than 2x. This could occur if: -- Operating performance weakens, possibly because of heightened competition and a sharp, sustained decline in fuel margins or volumes that pressures results. -- The company experiences execution issues on its remodel and acquisition strategy leading to weaker sales and earnings. S&P could raise its rating on ARKO if interest coverage approaches 3x and the company generates meaningful free operating cash flows. This could occur if ARKO: -- Expands its operations while increasing and diversifying its geographic footprint and earnings base. -- Under this scenario, ARKO would demonstrate a track record of good operating execution including margin expansion and smooth integration of acquired businesses. BLUELINX HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to BlueLinx Holdings Inc. (BXC) and its 'B+' issue-level rating and '3' recovery rating to its proposed senior secured notes. S&P said, "The stable outlook reflects our expectation that continued strong construction activity will support solid volumes for the company, which will offset some of the volatility in its commodity pricing such that its credit measures remain supportive of the rating, including debt to EBITDA of about 3x-4x over the next 12 months. "Though helped by the recent tailwinds in commodity prices and strong new construction activity, we believe the company's growth has typically has lagged that of its peers. The strong tailwinds from solid new construction activity, increased repair and remodel spending and the very favorable commodity pricing environment over the last 12-18 months have benefited BXC's topline. For instance, the company increased its revenue to over $4 billion as of the 12 months ended June 30, 2021, which reflects a 50% increase relative to the same period in 2020. BXC's revenue typically demonstrates a strong correlation with commodity prices and new construction activity because commodities--such as lumber, panels, and other wood-based products--account for about 40% of its business mix. Based on our expectation for 1.5 million-1.6 million U.S. housing starts, about a 10% rise in new construction activity, and a normalized commodity pricing environment in 2021-2022, we expect the company's revenue to be in the $3 billion-$4 billion range over the next 12 months." During the last housing downturn, the peak-to-trough decline in BXC's revenue was largely in line with those at other building material distributors. However, its recovery from the downturn has been slower than for its competitors. Specifically, the company's peers have expanded their revenue, due to a combination of organic and inorganic growth, since 2009 at a compound annual growth rate (CAGR) in the double-digit percent range. On the other hand, BXC has expanded at a CAGR in the mid-single digit percent area despite pursing the transformative acquisition of Cedar Creek in 2018. While the company has a well-established presence in the overall building materials supply chain, its earnings are volatile and its margins are weaker than the industry average. As the second largest two-step (wholesale) distributor in the building materials industry, BXC has long-standing and well-established relationships in the supply chain. These comprise large manufacturers, such as Georgia-Pacific, Weyerhaeuser, etc., including some exclusivity contracts with them for certain products and/or regions. Its key customers also include the big box retailers and national pro dealers, like Builders' FirstSource and 84 Lumber. S&P believes its value proposition includes providing broader market access to its suppliers while widening the product suite and optimizing inventory management for its customers. S&P said, "We expect the company's earnings to remain prone to volatility in the pricing for lumber, oriented strand board (OSB), and other wood products. BXC has been making a conscious effort to reduce its exposure to low margin commodity-based products by diversifying into the high-margin value-added specialty building products segment. We believe this could possibly reduce some of the volatility in its performance and improve it overall profitability. Therefore, we do not expect the company's EBITDA margins to return to its historical levels in the 1%-3% range. Instead, we expect them to average closer to 5% but believe they will remain below average when compared with those of other building materials distributors. Specifically, we expect BXC's gross margins to be in the 14%-16% range over 2021-2022 and anticipate its S&P Global Ratings-adjusted EBITDA will be about $380 million-$400 million in 2021 and $180 million-$200 million in 2022 as its commodity prices moderate." The company's historical performance has been volatile and its margins have typically been lower than those of its industry peers. BXC's five-year average EBITDA margin (2016-2020) is 2.5%, which compares with the 5%-7% range for its peers. The company's higher exposure to low-margin and more cyclical commodity products, coupled with the integration challenges related to its prior acquisitions, have led to a reduced and fluctuating level of profitability over the last 5 years (2016-2020). Over this period, BXC's S&P Global Ratings-adjusted EBITDA has varied from a low of $23 million in 2018 to a high of $175 million in 2020. During the most recent run-up in lumber pricing in the first half of 2021, the company's EBITDA range widened further because it increased its S&P Global Ratings-adjusted EBITDA to about $400 million (for the 12 months ended June 30, 2021), which is a more than four-fold increase from its EBITDA of about $70 million a year ago. S&P said, "We expect BXC's S&P Global Ratings-adjusted leverage to be in the 3x-4x range under most market conditions and forecast healthy operating cash flow generation. The proposed notes issuance is leverage neutral and we expect that the company's S&P Global Ratings-adjusted leverage may improve below 2x through the end of 2021. That said, we expect its S&P Global Ratings-adjusted leverage to be broadly in the 3x-4x range under most reasonable market conditions. BXC's prevailing end markets and commodity pricing tailwinds have enable it to rapidly deleverage, though we do not expect it to sustain this lower level of leverage for a prolonged period. We also recognize that its S&P Global Ratings-adjusted leverage has previously risen to over 10x during periods of severe stress in its sector. "We expect BXC to generate $150 million-$200 million of S&P Global Ratings-adjusted operating cash flow over the next 12 months supported by its sustained earnings and better working capital management. The company's cash generation has been not as high historically, with annual operating cash flows of under $100 million. It has also engaged in multiple sale lease-back transactions of its facilities since 2014, which has enabled it to monetize its real estate footprint and use those proceeds to address its debt maturities. Therefore, it has significantly increased its lease liabilities to about $300 million in recent years, which represents about 50% of its long-term debt load. We believe the company may have largely exhausted this asset pool and believe any future deleveraging would be contingent on its ability to generate free cash flow. "The stable outlook on BXC reflects our view that its sustained demand conditions and improved profitability will enable it to maintain S&P Global Ratings-adjusted leverage of 3x-4x under most reasonable market conditions despite the volatile commodity pricing environment. We also expect its S&P Global Ratings-adjusted operating cash flow (OCF) to debt to remain between 15% and 25%." S&P may lower its ratings on BXC over the next 12 months if its debt to EBITDA rises above 5x or its OCF to debt falls under 10%. S&P believes this could occur if: -- Its EBITDA declines by 30% from S&P's base-case assumption because of weaker demand stemming from a severe downturn, which leads to a sharp contraction in the company's earnings or a 150 basis point or more drop in its EBITDA margins; or -- Its OCF declines by more than 50%, potentially draining its free cash flow. S&P may also lower its ratings if the company pursues large debt-financed acquisitions or shareholder friendly actions that cause it to sustain S&P Global Ratings-adjusted leverage of more than 4x. Although unlikely given the narrow diversity and high volatility of its profits, S&P may raise its rating on BXC over the next 12 months if: -- The company outperforms our base-case expectations such that it reports higher earnings, S&P Global Ratings-adjusted leverage of below 3x, and OCF to debt in excess of 25%; and -- S&P believes it will sustain these levels under most market conditions. BOY SCOUTS: Ex-Director Johnson Blasts Child-Protection Efforts --------------------------------------------------------------- Randall Chase, writing for The Associated Press, reports that the former youth protection director for the Boy Scouts of America said Tuesday, October 12, 2021, the organization is not doing enough to protect children from sexual abuse and is still trying to maintain a veil of secrecy over decades of past abuse. In a speech at the National Press Club, Michael Johnson urged Congress to investigate the BSA's efforts to cover-up decades of past abuse, as well as the dangers he said the organization still poses to children. "The Boy Scouts of America is not safe for kids. It is safer, but it is not safe for kids," he said. "We failed you. I failed you," a tearful Johnson added in remarks aimed at abuse survivors. Johnson was terminated in December 2020 in what the Boy Scouts described as a financial restructuring. He refused to sign non-disclosure and non-disparagement agreements in exchange for a severance payment. "I'm fed up with people telling me in that organization what to say, how to say it, and what to believe," said Johnson, who was hired in 2010 as the BSA's first youth protection director. A spokesperson for the Boy Scouts said there was no attempt to buy Johnson's silence and the terms in the severance package were the same as those for other eligible employees who were terminated. Asked why he decided to step forward now, Johnson said he began to sense in recent years that the Boy Scouts were becoming less receptive to needed reforms. "All of the sudden, I wasn't able to make the changes that were needed, and there were excuses and omissions.... I felt, naively, that I could make change within the organization, and there were some successes, but it wasn’t nearly enough," he said. Johnson's decision to speak out comes amid a key point in the Boy Scouts of American bankruptcy case, as ballots are being distributed to tens of thousands of men who say they were molested as children by scoutmasters and others to vote on whether to approve the BSA's reorganization plan. The Boy Scouts, based in Irving, Texas, sought bankruptcy protection in Delaware in February 2020, seeking to halt hundreds of individual lawsuits and create a fund for men who say they were sexually abused as children. Although the organization was facing 275 lawsuits at the time, it’s facing more than 82,000 sexual abuse claims in the bankruptcy case. In an article published in August 2019, just six months before the bankruptcy filing, Johnson defended efforts by the Boy Scouts to protect children from sexual abuse. "Contrary to many inaccurate reports, our youth protection policies are in line with — and sometimes even ahead of — society's knowledge of abuse and best practices for preventing abuse," he wrote. "We actively share and continually improve these policies through our mandatory youth protection training, our ongoing collaborations with groups such as the Centers for Disease Control and youth-serving organizations, and continuous engagement with survivors of abuse and top experts in this area." "The child safety policies and procedures we utilize are among the most advanced and comprehensive of any youth-serving organization today," he added. The Boy Scouts issued a statement Tuesday expressing appreciation for Johnson's dedication to youth safety and for the effect he had on the organization. "We are disappointed to hear Mr. Johnson's characterization of the program he spearheaded and the concerns he raised, especially given his past public support for the robust measures the BSA instituted at his recommendation," the statement read. "Today, Scouting is safer than ever before," the statement adds, citing many policies that have been implemented in recent years. "While any instance of abuse is one too many, it's important to know that the vast majority of claims in the BSA's Chapter 11 case predate our modern youth protection policies. Specifically, 85% or more of the claims allege a first instance of abuse prior to 1990, and 50% or more of the claims allege a first instance of abuse prior to 1974." In an Oct. 6, 2021 letter to Congress, Johnson urged lawmakers to begin investigations and hearings into the "high risk of child sexual abuse that exists within Scouts BSA." Scouts BSA is the traditional Scouting experience for children in fifth grade through high school, according to the BSA's website. In the letter, Johnson touted several improvements in youth protection policies during his tenure but nevertheless described them as "drop in the bucket" better suited for "low-risk" organizations, not "high-risk" organizations such as the Boy Scouts. "Throughout my time at Scouts BSA, I witnessed decisions being made that showed the top priority of the organization was not the safety of children, but the preservation of the reputation and brand of the institution and its top sponsoring organizations," Johnson wrote. By way of example, Johnson said more than half of reported sexual abuse incidents in the Boy Scouts were perpetrated by other youth, which he blamed on lack of adult supervision and the large age range at many events. He also said BSA lacked proper screening procedures and reference checks for adult volunteers and leaders, and that known offenders are still volunteering and still have access to children because of a lack of accountability by troop sponsoring organizations such as churches and civic groups. Johnson proposed a dozen "action steps" in his letter to Congress, including a review of the BSA's federal charter and an independent task force to study youth-on-youth sexual abuse. He also called for the public release of information regarding decades-old "ineligible volunteer files" or "perversion files," listing Scout leaders and volunteers suspected or convicted of abusing children. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BROOKLYN IMMUNOTHERAPEUTICS: Registers 5.1M Shares Under 2020 Plan ------------------------------------------------------------------ Brooklyn Immunotherapeutics, Inc. filed with the Securities and Exchange Commission a Form S-8 registration statement to register 5,116,132 shares of the company's common stock, $0.005 par value per share, authorized for issuance under the company's Restated 2020 Stock Incentive Plan. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/748592/000114036121034386/brhc10029405_s8.htm About Brooklyn ImmunoTherapeutics Brooklyn ImmunoTherapeutics (formerly NTN Buzztime, Inc.) is biopharmaceutical company focused on exploring the role that cytokine, gene editing, and cell therapy can have in treating patients with cancer, blood disorders, and monogenic diseases. NTN Buzztime reported a net loss of $4.41 million for the year ended Dec. 31, 2020, compared to a net loss of $2.05 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $64.71 million in total assets, $29.53 million in total liabilities, and $35.18 million in total stockholders' and members' equity. San Diego, California-based Baker Tilly US, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated March 11, 2021, citing that the Company incurred a significant net loss for the year ended Dec. 31, 2020 and as of Dec. 31, 2020 had a negative working capital balance, and does not expect to have sufficient cash or working capital resources to fund operations for the twelve-month period subsequent to the issuance date of these financial statements. These factors raise substantial doubt about the Company's ability to continue as a going concern. CHESTER COMMUNITY: Fitch Withdraws 'B-' IDR -------------------------------------------- Fitch Ratings has withdrawn the following Issuer Default Rating (IDR): -- Chester Community Charter School (PA) IDR. Previous Rating: 'B-'/Outlook Stable. Following the withdrawal of the ratings, Fitch will no longer be providing the associated ESG Relevance Scores for the issuer. The rating was withdrawn because it is no longer considered by Fitch to be relevant to the agency's coverage. CMA LOGISTICS: Files Amendment to Disclosure Statement ------------------------------------------------------ CMA Logistics, LLC, submitted an Amended Combined Small Business Chapter 11 Plan of Reorganization and Disclosure Statement dated October 11, 2021. The Debtor's principal, Andy Dittmaier, also owns Keystone Liquidators, Inc., an entity that was a customer of the Debtor for hauling loads of liquidation items, both pre and post-petition. Due to developments unrelated to this case but which occurred postpetition, Keystone Liquidators is no longer operating as a going concern. There are both pre and post-petition transactions between the two entities and Keystone Liquidators supplied operating capital on an informal basis during both periods, including financing the 2006 Mack day cab shown in the amended schedules. There are no terms for such financing and the Plan does not treat the Keystone Liquidators claim which means any payment to Keystone Liquidators is expressly subordinate to Plan payments hereunder. Keystone is entitled to and retains its lien on the 2006 Mack day cab under the Plan. The Amended Plan and Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 3 consists of Allowed General Unsecured Claims which claims shall receive a pro rata payment after satisfaction of the superior class claims treated under the Plan up to the full amount of the allowed claim of such creditor. Such claims shall be allowed, settled, compromised, satisfied and paid by a quarterly distribution of 100% of the net profits of the Debtor for the preceding quarter calculated in accordance with generally accepted accounting principles, less such priority payments, for 20 quarters following confirmation of the Plan. * Class 4 consists of the Equity Interests, which interests shall be retained by existing interest owners. Debtor shall continue to operate its business in accordance with the projection of income, expense and cash flow attached hereto, and shall pay its net after tax cash profit to satisfy creditor claims. A full-text copy of the Amended Combined Plan and Disclosure Statement dated October 11, 2021, is available at https://bit.ly/3aqWCce from PacerMonitor.com at no charge. Attorney for the Debtors: KC Cohen KC Cohen, Lawyer, PC 151 N. Delaware St., Ste. 1106 Indianapolis, IN 46204 Phone: 317-715-1845 kc@esoft-legal.com CMA Logistics, LLC, an Indiana limited liability company, was formed and began operating in 2015 under its then owner, Curt Baumgartner, as part of a dual-purpose operation that was broken down between freight brokerage (CMA Freight Services, LLC) and trucking services (CMA Logistics, LLC). DAME CONTRACTING: Taps LaMonica as Bankruptcy Counsel ----------------------------------------------------- Dame Contracting, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire LaMonica Herbst & Maniscalco, LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing legal advice with respect to the Debtor's powers and duties in accordance with the provisions of the Bankruptcy Code; (b) preparing adversary proceedings and legal documents required by the Bankruptcy Code and Federal Rules of Bankruptcy Procedure; (c) assisting the Debtor in the development and implementation of a plan of reorganization; and (d) performing all other necessary legal services in connection with the Debtor's attempt to reorganize its affairs under the Bankruptcy Code. The firm's hourly rates are as follows: Partners $675 per hour Associates $425 per hour Paraprofessionals $200 per hour The Debtor paid $40,000 to the firm as a retainer fee. Adam Wofse, Esq., a partner at LaMonica, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Adam P. Wofse, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 Email: awofse@lhmlawfirm.com About Dame Contracting Inc. Dame Contracting, Inc. is a New York corporation founded in 1996 as a small family-owned construction business. It has been operated and managed by James Connolly, president and sole shareholder, and Lara McNeil, vice president and secretary. It is engaged in carpentry construction for private and municipal jobs, ranging from stores and restaurants to schools and other municipal structures. Dame Contracting filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-71627) on Sept. 13, 2021, listing as much as $10 million in both assets and liabilities. Judge Alan S. Trust oversees the case. Adam P. Wofse, Esq., at Lamonica Herbest & Maniscalco, LLP is the Debtor's legal counsel. ECOARK HOLDINGS: May Issue 1.3M Shares Under Amended Incentive Plan ------------------------------------------------------------------- Ecoark Holdings, Inc. amended its 2017 omnibus incentive plan to increase the number of shares of common stock authorized for issuance under the plan from 800,000 shares to 1,300,000 shares following the company's stockholders voting to approve such amendment at the special meeting of stockholders held on Oct. 6, 2021. On Oct. 7, 2021, following the amendment to the 2017 plan, Ecoark granted Peter Mehring, president and director of the company and chief executive officer and president of Zest Labs, Inc., 63,996 restricted stock units in exchange for cancellation of 672,499 previously issued stock options. The RSUs were granted under the 2017 plan. Each RSU represents a contingent right to receive one share of Ecoark's common stock. The grant of the RSUs was previously approved by the compensation committee of Ecoark. The RSUs will vest in 12 quarterly increments of 5,333 each (except that the last increment shall be 5,335) with the first vesting date being Nov. 4, 2021, and all RSUs will immediately vest upon (i) Mr. Mehring ceasing to be an employee, advisor, director or consultant for Ecoark, or (ii) upon a "change of control" of the company or its wholly-owned subsidiary, Zest Labs, Inc., as defined under the 2017 plan. Certificate of Amendment Filed On Oct. 8, 2021, Ecoark filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to increase the total number of authorized shares of common stock, par value $0.001 per share, from 30,000,000 shares to 40,000,000 shares. The Certificate of Amendment was effective upon filing. Following the effectiveness of the Certificate of Amendment, Ecoark is authorized to issue 45,000,000 shares of capital stock, consisting of (i) 40,000,000 shares of common stock, and (ii) 5,000,000 shares of "blank check" preferred stock, par value $0.001 per share, with designations, rights and preferences as may be determined from time to time by the Board of Directors. The Certificate of Amendment and the increase in the number of authorized shares of common stock had been previously approved by the Board of Directors of Ecoark and by the company's stockholders at the special meeting. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, is a diversified holding company. Through its wholly-owned subsidiaries, the Company has operations in three areas: (i) oil and gas, including exploration, production and drilling operations and transportation services, (ii) post-harvest shelf-life and freshness food management technology, and (iii) financial services including consulting, fund administration and asset management. Ecoark Holdings reported a net loss of $20.89 million for the year ended March 31, 2021, compared to a net loss of $12.14 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $35.59 million in total assets, $14.90 million in total liabilities, and $20.69 million in total stockholders' equity. ENTRUST ENERGY: Sues Shell Energy for Nixing Deal During Storm -------------------------------------------------------------- Alex Wolf, writing for Bloomberg Law, reports that Shell Energy North America has been sued by Texas energy retailer Entrust Energy Inc. Shell Energy North America US LP allegedly owes $124.3 million to bankrupt Texas energy retailer Entrust Energy for breaching a contract ahead of February 2021's winter storm in order to take advantage of a power price surge and sell electricity to other customers at higher rates. Entrust, which filed Chapter 11 following the storm's crippling effect on the Texas power grid, filed a complaint Monday arguing that Shell Energy was obligated to sell power at specified prices through Feb. 17, 2021 but terminated the contract mere hours before the storm hit Feb. 14, 2021. About Entrust Energy Houston, Texas-based Entrust Energy, Inc. generates, transmits and distributes electrical energy to homes and businesses. Entrust Energy and 14 of its affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 21-31070) on March 30, 2021. At the time of the filing, Entrust Energy disclosed total assets of between $100 million and $500 million and total liabilities of between $50 million and $100 million. Judge Marvin Isgur oversees the cases. The Debtors tapped Baker & Hostetler, LLP and Alvarez & Marsal North America, LLC as their legal counsel and financial advisor, respectively. BMC Group, Inc. is the claims noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on April 28, 2021. McDermott Will & Emery, LLP and FTI Consulting, Inc. serve as the committee's legal counsel and financial advisor, respectively. FUTURUM COMMUNICATIONS: Seeks to Hire SL Biggs as Accountant ------------------------------------------------------------ Futurum Communications Corporation seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire SL Biggs as its accountant. The Debtor requires the assistance of an accountant to prepare its tax returns and to provide advice on the potential sale of substantially all of its assets. The firm's hourly rates are as follows: Senior Managers, Director, Partners $250 - $450 per hour Associates $150 per hour The Debtor will pay the firm the amount of $15,000 as a retainer fee. Mark Dennis, a partner at SL Biggs, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark D. Dennis, CPA SL Biggs 2000 S. Colorado Blvd., Tower 2, Suite 200 Denver, CO 80222 Phone: 303-226-5471 About Futurum Communications Corporation Futurum Communications Corporation -- https://forethought.net -- is an independent locally owned internet, cloud and communications service provider with offices in Denver, Grand Junction and Durango, offering a portfolio of enterprise-level cloud hosting, colocation, Internet, voice and data solutions. Futurum Communications filed a petition for Chapter 11 protection (Bankr. D. Colo. Case No. 21-11331) on March 21, 2021, listing as much as $10 million in both assets and liabilities. Jawaid Bazyar, president, signed the petition. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Onsager Fletcher Johnson, LLC as its legal counsel and SL Biggs as its accountant. GREENSILL CAPITAL: Credit Suisse to Delay Report on Collapse ------------------------------------------------------------ Marion Halftermeye of Bloomberg News reports that Credit Suisse Group AG is delaying the publication of findings from a report into the collapse of a $10 billion group of investment funds that it ran together with Greensill Capital. The bank had initially hoped to present key findings along with its third-quarter results, but will now take longer as executives focus on the implications for their ability to claim back money for fund investors, according to a person familiar with the matter who asked for anonymity. The stakes for the bank have been rising after its offices were raided by police over the matter. About Greensill Capital Greensill is an independent financial services firm and principal investor group based in the United Kingdom and Australia. It offers structures trade finance, working capital optimization, specialty financing and contract monetization. Greensill Capital Pty is the parent company for the Greensill Group. Greensill began to unravel in March 2021 when its main insurer stopped providing credit insurance on US$4.1 billion of debt in portfolios it had created for clients including Swiss bank Credit Suisse. Greensill Capital (UK) Limited and Greensill Capital Management Company (UK) Limited filed for insolvency in Britain on March 8, 2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael McCann of Grant Thornton were appointed as administrators. Greensill Capital Pty Ltd. filed insolvency proceedings in Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann of Grant Thornton Australia Ltd, were appointed as voluntary administrators in Australia. Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 21-10561) on March 25, 2021. Jill M. Frizzley, director, signed the petition. In the petition, the Debtor listed assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. The case is handled by Judge Michael E. Wiles. In the Chapter 11 case, the Debtor tapped Segal & Segal LLP as bankruptcy counsel, Mayer Brown LLP as special counsel, and GLC Advisors & Co., LLC and GLCA Securities, LLC as investment bankers and financial advisors. Matthew Tocks is the chief restructuring officer of the Debtor. The official committee of unsecured creditors is represented by Arent Fox LLP. Greensill Capital (UK) Limited filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 21-11473) to seek U.S. recognition of its UK proceedings on Aug. 18, 2021. ALLEN & OVERY LLP, led by Laura R. Hall, is the Debtor's counsel in the Chapter 15 case. GYAPOMAA KOSEI: Seeks to Hire Resnik Hayes as Bankruptcy Counsel ---------------------------------------------------------------- Gyapomaa Kosei, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Resnik Hayes Moradi LLP to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) advising and assisting the Debtor regarding compliance with the requirements of the Office of the U.S. Trustee; (b) advising regarding matters of bankruptcy law, including the rights and remedies of the Debtor with respect to its assets and claims of creditors; (c) advising the Debtor regarding cash collateral matters; (d) conducting examinations of witnesses, claimants or adverse parties and preparing reports, accounts, and pleadings; (e) advising concerning the requirements of the Bankruptcy Code and applicable rules; (f) assisting in the negotiation, formulation, confirmation and implementation of a Chapter 11 plan of reorganization; and (g) making court appearances; and (h) performing other necessary legal services. The firm's hourly rates are as follows: M. Jonathan Hayes Partner $575 Matthew D. Resnik Partner $550 Roksana D. Moradi-Brovia Partner $500 Russell J. Stong III Associate $350 David M. Kritzer Associate $350 W. Sloan Youkstetter Associate $350 Pardis Akhavan Associate $250 Paralegal $135 The Debtor will pay $40,000 to the firm as a retainer fee. Roksana D. Moradi-Brovia, Esq., a partner at Resnik Hayes Moradi, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Roksana D. Moradi-Brovia, Esq. Resnik Hayes Moradi LLP 510 W. 6th Street, Suite 1220 Los Angeles, CA 90014 Tel: 213-344-0043 About Gyapomaa Kosei Gyapomaa Kosei, Inc. filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-17035) on Sept. 07, 2021, listing as much as $10 million in both assets and liabilities. Edith Ellis, officer, signed the petition. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Resnik Hayes Moradi, LLP as bankruptcy counsel. HOLLY ENERGY: S&P Raises Rating on Senior Unsecured Debt to 'BB+' ------------------------------------------------------------------ S&P Global Ratings raised the issue-level rating on Holly Energy Partners L.P.'s (HEP) senior unsecured debt to 'BB+' from 'BB'. S&P believes the prospects for recovery on HEP's unsecured debt has improved. The recovery rating on the debt is '4', indicating our expectation of average (30%-50%) recovery in the event of a default. The issue-level ratings are now in line with S&P's issuer credit rating on the company, which remains 'BB+'. The outlook remains stable, incorporating S&P's view that leverage will remain generally in the low 4x area over the next few years while cash flows at the company improve gradually driven by growth projects and acquisitions at the parent company level. Recovery analysis Key analytical factors: S&P Global Ratings' simulated default scenario for HEP contemplates a default arising from a sustained disruption of operations at parent HollyFrontier's refineries, which account for a substantial portion of HEP's revenue and cash flows. S&P assumes its revolving credit facility is 85% drawn at default. Simulated default assumptions: -- Simulated year of default: 2026 -- EBITDA at emergence (after recovery adjustment): about $200 million -- EBITDA multiple: 7x Simplified waterfall: -- Unadjusted gross enterprise value (EV) at emergence: $ 1.38 billion -- Net EV (after 5% administrative costs): $1.31 billion -- Revolving credit facility claims: $1.05 billion -- Value remaining for unsecured creditors: $250 million -- Senior unsecured claims: $515 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. HOME AGAIN: Taps Christianson & Freund as Bankruptcy Counsel ------------------------------------------------------------ Home Again Living, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Christianson & Freund, LLC to serve as legal counsel in its Chapter 11 case. Christianson & Freund will be paid at hourly rates as follows: Attorneys $285 per hour Support Staff $142.50 per hour The Debtor paid $8,400 to the firm as a retainer fee. Joshua Christianson, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joshua D. Christianson, Esq. Christianson & Freund, LLC 920 So. Farwell St., Ste. 1800 P.O. Box 222 Eau Claire, WI 54702-0222 Telephone: (715) 832-1800 Email: lawfirm@cf.legal About Home Again Living Home Again Living, LLC filed a petition for Chapter 11 protection (Bankr. W.D. Wis. Case No. 21-11950) on Sept. 20, 2021, listing up to $500,000 in assets and up to $10 million in liabilities. Carl Green, member, signed the petition. Judge Catherine J. Furay oversees the case. The Debtor tapped Christianson & Freund, LLC as legal counsel. HOME DEALS: Seeks to Hire Molleur Law Office as Bankruptcy Counsel ------------------------------------------------------------------ Home Deals of Maine, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maine to hire Molleur Law Office to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) giving consultations regarding bankruptcy; (b) attending status conference, Section 341 meetings and Rule 2004 examinations; (c) negotiating with creditors in the formulation of the Debtor's Chapter 11 plan and attending court hearings for confirmation of the plan; and (d) prosecuting and defending any contested matters, motions or adversary proceedings in the bankruptcy court necessary for the successful conclusion of the Debtor's bankruptcy case. The firm's hourly rates are as follows: James F. Molleur, Esq. $375 per hour Christopher J. Keach, Esq. $250 per hour Deana Kariotis $115 per hour James Molleur, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James F. Molleur, Esq. Molleur Law Office 190 Main Street, 3rd floor Saco, ME 04072 Tel.: (207) 283-3777 Fax: (207) 283-4558 Email: jim@molleurlaw.com About Home Deals of Maine Home Deals of Maine, LLC filed a petition for Chapter 11 protection (Bankr. D. Maine Case No. 21-10267) on Oct. 6, 2021, listing $3,147,975 in assets and $1,650,258 in liabilities. Jo A. Roderick, sole member, signed the petition. Judge Peter G. Cary oversees the case. The Debtor tapped Molleur Law Office as legal counsel. IAA INC: Fitch Affirms 'BB-' IDR & Alters Outlook to Positive ------------------------------------------------------------- Fitch Ratings has affirmed IAA, Inc.'s Long-Term Issuer Default Rating at 'BB-'. The Rating Outlook has been revised to Positive from Stable. Fitch has also affirmed the 'BB+'/'RR1' ratings on the company's first lien secured revolving credit facility and term loan, and the 'BB-'/'RR4' rating on the senior unsecured notes. The revision of the Outlook to Positive is driven by lower expected leverage as a result of approximately $124 million of debt reduction in 2021 and solid operating performance through the COVID-19 pandemic. Fitch expects that adjusted leverage (total lease-adjusted debt/operating EBITDAR) will be less than the 4.0x positive rating sensitivity by YE 2021. IAA benefits from a leading market position in the salvage vehicle auction industry. The company's strong financial flexibility, cash flow generation and profitability are key drivers of the rating. Fitch also considers technological advancement in auto safety, including autonomous vehicles, to be a long-term concern. KEY RATING DRIVERS Return to Growth: IAA experienced modest impacts in 2020 as the coronavirus pandemic led to widespread stay-at-home orders that reduced vehicle miles driven, resulting in lower salvaged vehicles for assignment. Revenue declined by approximately 3.7%, as volume declines were somewhat offset by stronger revenue-per-vehicle. Fitch expects that 2021 revenue will increase by approximately 20% as U.S. vehicle miles driven approach pre-pandemic levels and used car prices and percentage of total loss vehicles continue to see positive long-term trends. Significant Financial Flexibility: Fitch views IAA's financial flexibility as a main driver of the rating. The company generated FCF margins of 16.3% in 2020 and 14.1% in 2019. Fitch estimates that the company will have FCF in excess of $200 million in 2021 with long-term FCF margins sustaining above 10% of annual revenue. Liquidity is also robust, with cash of $282 million and an upsized undrawn $525 million revolving credit facility as of Q2 2021. IAA has no material debt maturities until 2026, and internally generated cash is expected to be more than sufficient to meet debt servicing costs and invest in growth initiatives. Moderating Adjusted Leverage: Fitch expects that IAA's adjusted leverage (total lease adjusted debt/operating EBITDAR) will decline to the high-3x range at FYE21 from approximately 4.5x at FYE20 due to increased EBITDA and a $124 million reduction in gross debt. Adjusted leverage is relatively high compared to unadjusted gross leverage (total debt/operating EBITDA) of 3.3x at YE 2020, due to the company's heavy utilization of operating leases. Shifting Capital Deployment Priorities: In August 2021 the company's board of directors authorized the repurchase of up to $400 million of common stock through 2026, signaling a potential shift to more shareholder friendly activities after repaying approximately $124 million of term loan borrowings in April 2021. Fitch expects that IAA will deploy excess cash towards bolt-on acquisitions, technology investment and opportunistic stock buybacks through the near-term, while debt levels are slowly reduced through regular term loan amortization. The company has historically not paid common dividends. Leading Market Position: IAA is one of the top two players in the salvage vehicle auction industry, controlling a significant share of the North American market. Its largest competitor, Copart, Inc., holds a similar share. The remaining market is somewhat fragmented and made up of smaller regional companies. Fitch does not believe there is a material risk of disruption from another competitor entering the market due to the geographic footprint and established market presence of the incumbents. However, the company derives approximately 40% of its revenue from cars sourced through three insurance companies, which exposes the company to risk from the loss of an important customer. Positive Long-term Trends: IAA has shifted to an online-only auction model in response to the COVID-19 pandemic. The company has invested significantly in online tools and technologies that it believes will lead to revenue growth by increasing buyer confidence and improving efficiency. Additionally, IAA is taking actions to reduce overhead costs. Through the medium-term this should benefit IAA as they can better utilize capacity, expand into international markets, and increase assignment turnover. High Profitability: IAA benefits from strong profitability, generating EBITDA margins of approximately 28% in 2020, a slight contraction from pre-pandemic levels of approximately 29%. Fitch expects that recovering auction volumes and higher used car values will result in modest EBITDA margin expansion through the near-term. The asset-light business model and moderate capex are expected to result in significant EBITDA to FCF conversion. DERIVATION SUMMARY IAA Inc. is one of the largest salvage vehicle auction companies in the United States. The company is comparable in size and scale with Copart Inc. (NR), its largest competitor. Compared with auto retailer AutoNation, Inc. (BBB-/Positive) the company has significantly higher EBITDA and FCF margins, but also materially higher adjusted leverage and is much smaller. The salvage auction business has typically remained steady in times of economic recession, while the auto retailer industry has proven to retract sharply. No parent/subsidiary linkage, country ceiling or operating environment constraints were in effect for these ratings. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Revenue increases approximately 20% in 2021 due to recovering auction volumes coupled with greater revenue-per-vehicle; -- Medium-term revenue growth in the low- to mid-single digits is driven by positive trends in vehicle miles traveled, total loss percentage and used car value; -- EBITDA margins are approximately 28% in 2021, with expansion up to 30% by 2024 due to cost saving actions; -- Adjusted leverage declines below 4.0x by YE 2021; -- FCF is positive at around $200 million in 2021, with FCF margins sustaining above 10% through the forecast; -- Capex totals around 5% to 6% of annual revenue; -- Excess cash is deployed towards share repurchases and bolt-on acquisitions; -- The company does not make any further debt prepayments. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Adjusted leverage (total lease-adjusted debt/operating EBITDAR) sustains below 4.0x; -- FFO adjusted leverage sustains below 5.0x; -- The company increases its geographic diversification and reduces customer concentration. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Adjusted leverage sustains above 5.0x; -- FFO adjusted leverage sustains above 6.0x; -- FCF margins sustain in the low-single digits. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: IAA's liquidity as of June 27, 2021 consists of $282 million of cash and full availability of a $525 million revolving credit facility. Fitch believes the company's internal liquidity and significant cash flow will allow them to meet debt servicing costs, working capital needs and investment priorities without additional funding. Debt Structure: The company's capital structure consists of a $525 million revolving credit facility, a $650 million Term Loan B, and $500 million of unsecured notes. IAA entered a new credit agreement in April 2021 that replaced their previous revolver and term loan. The new credit facility matures in April 2026, with pricing of LIBOR + 37.5bps-125bps. The term loan amortizes at 0% in the first year from issuance, 1.25% annually for the second and third years, and 1.875% thereafter until maturity. The unsecured bonds are priced at 5.5% and mature in June 2027. ISSUER PROFILE IAA, Inc. is leading provider of total loss solutions and digital salvage vehicles auctions. The company was spun-off of KAR Auction Services in June 2019. Approximately 88% of 2020 revenue was generated in the United States with the largest international markets being Canada and the UK. 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. LABL INC: S&P Downgrades ICR to 'B-' on Acquisition by CD&R ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on LABL Inc. to 'B-' from 'B'. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's new revolving credit facility and first-lien term loans. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P said, "The stable outlook reflects our expectation that S&P Global Ratings-adjusted debt to EBITDA will improve toward 7.5x over the next 12 months. Although we expect improved operating efficiency and significant cost savings from previously implemented initiatives and combination synergies to increase profitability, we believe its leverage will remain elevated following the merger." Clayton, Dubilier & Rice (CD&R) has agreed to acquire LABL Inc. (doing business as Multi-Color Corp.) from Platinum Equity and Fort Dearborn Holding Co. Inc. from Advent International and intends to combine the companies to create the world's largest label solutions provider. S&P expects the proposed transactions to close concurrently in the fourth quarter of 2021. S&P projects the company's S&P Global Ratings-adjusted leverage will remain elevated at 7.5x-8.0x for the 12 months following its merger with Fort Dearborn. In July, CD&R announced that it would acquire and combine LABL with Fort Dearborn in a transaction valued at about $5.82 billion. The company will fund the acquisition with new sponsor equity and new debt financing, which will comprise a $500 million asset-based lending (ABL) facility, a $200 million revolving credit facility, $1.972 billion of first-lien term loans split between a U.S. dollar-denominated tranche and euro-denominated tranche, $460 million of senior unsecured debt, and $750 million of other senior secured debt. CD&R will use the new term loans to refinance LABL's outstanding term loans as of the close of the transaction. The company's existing $700 million secured notes and $690 million unsecured notes will be rolled over into the new capital structure. LABL and Fort Dearborn compete in the highly fragmented global print label markets and have historically achieved inorganic growth through industry consolidation. This year, LABL acquired Australia-based Herrods and New Zealand-based Hexagon, which expanded its in-mold and pressure sensitive label solutions capabilities in the Asia-Pacific region, and recently announced its acquisition of Skanem, a Norway-based provider of pressure sensitive labels. In March, Fort Dearborn purchased Hammer to enhance its position in decorative labels and expand its domestic footprint. Both companies have demonstrated aggressive financial policies and frequently pursued strategic acquisitions, which have caused them to sustain high levels of leverage. The merger will combine the No. 1 and No. 3 prime label producers, which combined represent about 15% market share across North America and Europe. Although S&P recognizes benefits from the scaled business, it believes the incremental debt will increase its S&P Global Ratings-adjusted leverage to more than 7.5x for the 12 months following the close of the transactions. The combination expands LABL's scale and diversifies its label technologies, end markets, and customers. The merger will reinforce LABL's leading market position and scale its business to more than $3 billion in annual revenue. LABL and Fort Dearborn generated about $2.098 billion and $587.6 million of revenue in 2020, respectively. The highly complementary businesses provide a comprehensive range of label solutions across various technologies and end markets. The addition of Fort Dearborn will broaden LABL's cut and stack offering and expand its North American manufacturing footprint. Fort Dearborn generates slightly more than half of its revenue from cut and stack labels and derives the remainder from roll-fed, shrink-sleeve, and pressure sensitive labels. It operates 20 manufacturing facilities across North America, though it's predominantly focused in the U.S. Its large global manufacturing footprint provides a competitive advantage with its global customer base. S&P believes both companies benefit from long-standing relationships with their blue chip customers, with very minimal overlap. The combined company will serve consumer end markets that are generally less cyclical, including food and beverage (representing 55% of sales), home and personal care (18%), wine and spirits (17%), and health care, industrial, and other (10%). S&P said, "We expect the company's profitability to improve as it benefits from previously implemented operational improvement and cost-savings initiatives and realizes acquisition synergies.We forecast S&P Global Ratings-adjusted EBITDA margins will improve to the 17.5%-18.5% range in 2022 as the negative effects of cost inflation, supply chain disruptions, and labor constraints abate and the combined business realizes the benefits from margin-enhancing initiatives. In recent years, LABL and Fort Dearborn have both implemented operational initiatives to reduce their costs and improve their productivity. We estimate the combined company will realize approximately $80 million of savings due to the implementation of lean manufacturing and continuous improvement, headcount reductions and plant consolidations, and procurement savings related to contract renegotiations, supplier consolidation, and strategic sourcing. In addition, it has identified $150 million of acquisition synergies which it expects to fully realize by 2024. These synergies include savings from greater procurement leverage, footprint optimization, the elimination of duplicate commercial and back-office costs, in-sourcing, and material waste reduction. We project the $30 million of annual costs to achieve these synergies will partially offset the business' earnings growth through 2024. Although LABL has a track record of integrating acquisitions and achieving its expected synergies, we recognize that there is a significant amount of integration and execution risk given the number of business priorities and the magnitude of the Fort Dearborn merger. "The stable outlook reflects our expectation that S&P Global Ratings-adjusted debt to EBITDA will improve toward 7.5x over the next 12 months. Although we expect improved operating efficiency and significant cost savings from previously implemented initiatives and combination synergies to increase profitability, we believe leverage will remain elevated following the merger." S&P could lower its rating on LABL if: -- A severe or recurrent cash flow deficit diminishes its liquidity; and -- Its operating performance deteriorates and significantly weakens its credit metrics, causing us to view its capital structure as unsustainable. This could occur if the company faces unanticipated integration challenges or is unable to achieve material cost savings from its previous cost actions. S&P could raise its rating on LABL if: -- It successfully integrates its recent acquisitions and achieves its forecast earnings growth and substantial combination synergies; -- It improves its overall operating performance and reduces its S&P Global Ratings-adjusted debt to EBITDA below 7.5x on a sustained basis; and -- The company adheres to disciplined financial policies and demonstrates a commitment to reducing its leverage, by using its positive cash flow to repay debt, such that it sustains debt to EBITDA of below 7.5x. LIFE TIME: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on Life Time Inc. to stable from negative and affirmed its 'CCC+' issuer credit rating. S&P said, "At the same time, we raised our issue-level rating on the company's senior secured debt to 'B' from 'B-' and revised our recovery rating to '1' from '2'. We also raised our issue-level rating on its senior unsecured notes to 'CCC+' from 'CCC-' and revised our recovery rating to '3' from '6'." The higher issue-level ratings and revised recovery ratings indicate the better recovery prospects for the company's secured and unsecured lenders in our hypothetical default scenario. S&P said, "The stable outlook reflects Life Time's material debt repayment using the IPO proceeds, which will likely support an improvement in its leverage next year despite our expectation for a moderating trend in its membership growth. In addition, we believe the company has adequate liquidity sources to fund its planned club development using the proceeds from its IPO, revolver borrowings, and the proceeds from its sale-leaseback transactions. Our base-case forecast assumes the moderating trend in its membership growth in recent months continues for at least the remainder of 2021. However, if the current decline in the spread of the delta variant--including the reduction in the number of hospitalizations--continues, we believe the company's members may return to its gyms in larger numbers (than in July and August), particularly during its seasonally strong first quarter in 2022. If the spread of the delta variant, or another variant of the coronavirus, weakens its members' confidence around returning to the gym, Life Time could significantly underperform our base-case forecast for its memberships, revenue, EBITDA, and cash flow in 2022. In addition, we would expect the company to pull back on its growth capital expenditure (capex) to preserve cash amid such a scenario. "Under our base-case forecast, we expect the company could increase its paying access membership base to approximately 18% below 2019 levels as of the end of 2021 and continue to expand its member rolls by another 5%-10% in 2022 on both organic growth and further club development. Under these assumptions, we expect Life Time's revenue to be approximately 30% below 2019 levels in 2021 before rising by 30%-40% in 2022 (to 5%-10% below 2019 levels). We also expect that the company may end the year with EBITDA of approximately 90% below 2019 levels because of its significantly negative EBITDA in the first quarter and near break-even EBITDA in the second quarter. In 2022, we assume the company increases its EBITDA to approximately 10%-20% below 2019 levels due. "We affirmed our issuer credit rating because we anticipate Life Time's leverage will still be very high in the mid- to high-7x range in 2022 and project its FOCF will be negative over the next several years due to the funding of its club development plans. Under our base case, we assume the company's leverage is very high in 2021 before improving to the mid- to high-7x range in 2022. In addition, we assume its EBITDA coverage of interest expense is below 1x in 2021 before returning to the mid- to low-2x range in 2022." Life Time plans to develop new clubs and intends to fund a large portion of the related costs with the proceeds from sale-leaseback transactions. S&P said, "We expect the company to use these proceeds to partially finance its negative FOCF over the next several years. Under our base-case forecast, we assume Life Time spends approximately $230 million-$240 million on capex, net of assumed sale-leaseback proceeds, in 2021. Given our forecast for negligible operating cash flow in 2021, we also assume the company will supplement its net capex financing with cash and revolver availability. We assume Life Time increases its club development plan to 10 new clubs in 2022 from 6 new clubs in 2021 and spends $340 million-$350 million on capex net of assumed sale-leaseback proceeds. We anticipate it will finance the outflows partly with operating cash flow and partly with revolver borrowings. While we believe Life Time has adequate liquidity to fund its capital spending needs over the next several years, the timing of its club development spending typically precedes the closing of its sale-leaseback transactions, which creates incremental financing risk." The pandemic-related closures of its competitors' clubs may lead to significant industry consolidation, which could help Life Time recover its membership base. Because of the significant financial distress stemming from the pandemic, many fitness operators have been forced to close some of their clubs. S&P said, "We expect the reduced supply of traditional fitness clubs to benefit operators such as Life Time that have maintained or expanded their club footprints. However, a large portion of the closed fitness clubs were in the mid-tier category, thus we believe it is unlikely that all of these customers will be willing to upgrade instead of opting for in-home fitness alternatives or budget fitness clubs." The company's IPO and repayment of $570 million of its $850 million term loan B has substantially reduced its debt and improved the recovery prospects for its senior secured and unsecured lenders. S&P said, "In addition to paying down $570 million of its senior secured term loan, Life Time's IPO enabled it to convert approximately $151 million of preferred equity into common stock, which we treated as debt in our calculation of its adjusted leverage. This has led to a substantial reduction in its S&P Global Ratings-adjusted debt. Furthermore, because the company is paying down a substantial amount of its term loan balance, we believe that the recovery prospects for its senior secured and unsecured lenders have improved substantially." S&P said, "The stable outlook reflects the reduced likelihood that we will downgrade Life Time over the next year because the material debt repayment using its IPO proceeds will probably support a reduction in its leverage next year despite our assumption of a moderating trend in its membership growth. In addition, we believe the company has adequate liquidity sources to fund its planned club development using the proceeds from its IPO, revolver borrowings, and the proceeds from its sale-leaseback transactions. Life Time's rating upside may also be limited over the next year given our anticipation that its leverage that will remain very high through 2022 while it generates negative FOCF over the next several years because of the funding for its club development plans. "We could revise our outlook on Life Time to negative or lower our rating if we believe that the recovery in its membership, revenue, and EBITDA will slow and render it unable to cover its fixed charges in a manner that strains its liquidity. "We could revise our outlook on Life Time to positive or raise our rating once we are confident its membership base, revenue, and EBITDA will comfortably cover its fixed charges and enable it to sustain leverage of below 7.5x." LIMETREE BAY REFINING: Makes Bankruptcy Loan Overdue Payment ------------------------------------------------------------ Rachel Butt, writing for Bloomberg Law, reports that Limetree Bay Refining, the bankrupt U.S. Virgin Islands energy complex that shut down after raining oil on tourist-dependent St. Croix, made an overdue interest payment on its bankruptcy loan Tuesday, according to people with knowledge of the matter. An affiliate of Arena Investors, which provided a debtor-in-possession loan to the refinery, said the debtor failed to make good on roughly $63,196 in interest for the month of September, according to court papers filed Monday, October 11, 2021. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker Hostetler as legal counsel and B. Riley Financial Inc. as restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. 405 Sentinel, LLC serves as administrative and collateral agent for the DIP lenders. NEW CASTLE, IN: S&P Cuts Rating on Sewage Works Rev Bonds to 'BB+' ------------------------------------------------------------------ S&P Global Ratings lowered its rating on the City of New Castle, Ind.'s series 2014A and 2017A sewage works revenue bonds to 'BB+' from 'A+' and then withdrew the rating. At the same time, S&P Global Ratings lowered its rating on the city's series 2018 ad valorem tax-secured bonds to 'BBB-' from 'A' and withdrew the rating. "We withdrew the ratings because we do not have sufficient timely or reliable information to maintain forward-looking credit opinions on the financial condition of the city's wastewater and governmental operations," said S&P Global Ratings credit analyst John Sauter. "Prior to the withdrawals, we lowered the ratings. The downgrades reflect our view of elevated governance risks, particularly weak internal controls as they relate to the city's ability to provide sufficient, timely, and accurate financial information," said Mr. Sauter. The most recent audit is for the fiscal year ended Dec. 31, 2019, and state auditors noted some figures were not reported accurately. The Indiana State Board of Accounts also cited the city for not adopting proper internal control procedures. Management has not reconciled monthly accounts for an extended period and has yet to produce accurate financial statements for 2020. Early in 2020, the city transitioned to a new accounting software, which it appears to S&P Global Ratings that management lacked the proper resources and training to implement. "In addition to the above-mentioned considerations, the downgrade of the sewage works bonds further reflects ongoing concerns that liquidity and debt service coverage (DSC) attributable to the sewer system's operations may have declined, based on our analysis the sewer system's cash statements from 2019 and 2020, and the implications this could have on bond covenants regarding DSC and operating reserves," added Mr. Sauter. S&P understands that the city is working to produce disclosure regarding any bond covenant violations, but it does not have any timely or reliable information to confirm if any covenant violations have occurred. These factors make the rating more consistent with a noninvestment-grade rating. The downgrade of the ad valorem tax-secured bonds, in addition to the considerations above, reflects the confluence of weak internal controls and lack of effective oversight, demonstrated over time and highlighted by inaccurate record-keeping and material financial restatements. S&P said, "This caused us to revise our management score on the tax-backed debt to very weak, which caps the rating at 'BBB-'. In our view, the city has sufficient liquidity, which partially offsets these challenges and support the rating above investment grade." The rating actions affect $11.2 million of outstanding sewer revenue debt secured by net revenues of the city's sewer system, rated using "U.S. Public Finance Waterworks, Sanitary Sewer, And Drainage Utility Systems: Rating Methodology And Assumptions" criteria (published Jan. 19, 2016, on RatingsDirect), and $2.1 million of outstanding ad valorem tax-secured debt, rated using our "U.S. Local Governments General Obligation Ratings: Methodology And Assumptions" criteria, published Sept. 12, 3013, and "Ratings Linked to Obligors Creditworthiness" criteria, published Jan. 22, 2018. NUSTAR ENERGY: Fitch Affirms 'BB-' LT IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for NuStar Energy, L.P. (NuStar) and NuStar Logistics, L.P.'s (Logistics) at 'BB-'. The senior unsecured ratings for Logistics have been affirmed at 'BB-'/'RR4' and the junior subordinated notes at 'B'/'RR6'. The preferred equity ratings at NuStar have also been affirmed at 'B'/'RR6'. The recovery rating of 'RR4' reflects Fitch's expectation of an average recovery in the event of default, and 'RR6' reflects expectations of poor recovery in the event of default. The Rating Outlook is Stable. The rating reflects the resiliency demonstrated by the business despite macro-headwinds in 2020 supported by diversified asset base, contract structure and return of volumes on NuStar's systems against improved commodity price and demand backdrop. The ratings also consider the improved financial flexibility supported by recent asset sales. Ratings concern include the partnership's high levels of debt and preferred obligations. KEY RATING DRIVERS Improved Liquidity Position: In August 2021, NuStar announced an agreement to sell its storage terminals in North East and one terminal in Florida for $250 million. The transaction has closed on October 8, 2021 and the partnership intends to use the proceeds for debt reduction. This asset sale is in addition to the sale of the Texas City Terminals in December 2020. NuStar's liquidity has also been enhanced following the $1.2 billion note offering that was completed in September 2020. Together with the availability under the revolver, funding needs now appears to be complete in the near-term leaving the partnership in good liquidity position. Leverage Remains Stable: As of YE 2020, leverage (total debt with equity credit to operating EBITDA) was in line with Fitch's estimate at 5.6x. LTM leverage as of June 30, 2021 was 5.5x. Fitch expects YE 2021 leverage of around 5.3x, which is lower than Fitch's previous estimate range between 5.6x-6.1x as a result of stronger than expected volume rebound off 2Q20 levels and the partnership's cost reduction initiatives. While volumes on the refined products and crude pipelines have recovered and throughput on NuStar's Permian crude system gains traction, 2022 EBITDA is expected to be tempered compared to 2021 in the storage segment due to loss of earnings from the sale of terminal package to Sunoco and some short-term contango contract roll offs, partially offset by improved West Coast storage line. Fitch expects YE2022 leverage between 5.4x-5.6x. EBITDA and Volume exposure: NuStar's rating reflects its operational exposure to volumetric risk associated with the production and demand for crude oil and refined products. Its fee-based business with minimum volume commitments provide some cash flow stability in the near term. The partnership remains focused on its operations in the Permian. Fitch expects producers to remain cautious in ramping up production significantly in 2H21 and 2022, although expects volumes to be higher in 2022 driven primarily by increased DUC (Drilled but Uncompleted Wells) completion by its customers. This may be partially offset by EBITDA declines in the storage segment and almost flat contribution from the fuels marketing segment. Alternate Energy Investments: The partnership has been actively investing in the development of its West Coast renewable fuel network where it has an early entrant advantage in the market. In addition, NuStar is looking at potentially developing the ammonia pipeline system for the transportation of green and blue ammonia on its spare capacity. Fitch believes these initiatives to be relatively modest and small earnings contributor for the partnership in the near to medium term. Significant Use of Hybrids: NuStar has a large part of its capital structure derived from the Series A, B, C and D perpetual preferreds. The partnership has leaned on these securities when equity and debt markets were less attractive during a period of acquisition and development of its Permian Crude System. In addition, the bank agreement excludes them from the definition of debt for purposes of its leverage calculation. Fitch assigns 50% equity credit to these four securities. The face value of these securities was nearly $1.4 billion as of June 30, 2021, compared with face value of debt at $3.5 billion. All three series become callable beginning December 2021, June 2022 and December 2022 for series A, B and C respectively when the coupons change from fixed to floating. There is also the $590 million of Series D perpetual preferreds privately placed with EIG Nova Equity Aggregator, L.P. and FS Energy and Power Fund in June and July 2018, not rated by Fitch, with a current coupon of 10.75%. The Series D preferreds become redeemable in July 2023 when the coupon increases to 13.75%. NuStar has $402.5 million of junior subordinated debt that receives 50% equity credit per Fitch's criteria. Fitch believes there is a sizeable cash flow burden from the significant amount of hybrids in the capital structure. Parent Subsidiary Linkage: Fitch considers the consolidated credit profile of NuStar and Logistics under its Parent Subsidiary Ratings Linkage Criteria for the rating of these two entities. NuStar is the parent of Logistics. The only obligation at NuStar are the preferred shares that are subordinate to the debt at Logistics. Logistics exhibits a stronger credit profile as an operating subsidiary where majority of the cash flow generating assets are located. Fitch also views the legal and operational ties to be strong between the two entities. NuStar Logistics revolver and notes are guaranteed by NuStar and Nustar Pipeline Operating Partnership L.P., a subsidiary of Nustar. DERIVATION SUMMARY The 'BB-' rating reflects NuStar's size and scale, and leverage. NuStar is smaller and less diverse than higher rated Plains All American LP (PAA; BBB-/ Stable), which has the advantage of size and scale that provides operational and geographic diversification as well as an advantage in accessing the capital markets. For YE 2022, Fitch forecasts PAA's leverage in the range of 4.2x-4.8x compared to 5.4-5.6x for NuStar. NuStar is rated one notch lower than Buckeye Partners L.P.'s (Buckeye; BB/Stable), which has the advantage of size and scale that provides operational and geographic diversification. Fitch forecasts Buckeye's YE 2022 leverage between 5.0x-5.5x. NuStar's leverage is higher than some of the 'BB' midstream energy issuers like Sunoco, LP (SUN; BB/Positive) and AmeriGas Partners, LP (APU; BB/ Stable). Fitch notes that they are not direct peers since NuStar is focused on crude and refined products and Sunoco is an independent fuel distributor. AmeriGas is a propane distributor. Fitch expects that SUN will have leverage between 4.0x-4.3x by YE 2021, and near 4.2x by YE 2022, and AmeriGas Partners, LP's leverage to range around 4.4x-4.6x at the end of its fiscal year end (Sept. 30) over the forecast. KEY ASSUMPTIONS -- Fitch price deck for West Texas Intermediate oil price of $60/bbl in 2021, $52/bbl in 2022 and $50/bbl thereafter; -- Modest growth in 2022 in the pipeline segment; -- Growth capex and maintenance capex for 2021 in line with management guidance; -- Distributions remain flat; -- No further asset sales or equity issuance; -- 4.75% notes due 2022 repaid by year-end 2021; -- Refinancing of 2023 revolving credit facilities on similar terms. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch may take a positive rating action if expected leverage (total debt adjusted for equity credit/operating EBITDA) is below 5.5x for a sustained period of time provided NuStar has an adequate cushion in its financial covenants. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Expected Leverage (total debt adjusted for equity credit/ operating EBITDA) at or above 6.5x on a sustained basis and FFO interest coverage below 2.0x on a sustained basis; -- Inability to meet funding needs which could come from lack of access to capital markets, inability to complete assets sales, or restricted liquidity; -- Failure to reduce growth capex and distribution if liquidity is constrained; -- Significant increases in capital spending beyond Fitch's expectations with negative consequences for the credit profile; -- Impairments to liquidity and/ or inability to refinance the secured revolver due 2023 proactively. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of June 30, 2021, NuStar had total liquidity of $833.3 million, which includes $809.8 million undrawn on its $1.0 billion revolver, after accounting for $5.2 million in letters of credit. Cash on the balance sheet was $23.5 million. NuStar's ability to draw on the revolver is restricted by a leverage covenant as defined by the bank agreement, which does not allow leverage to be greater than 5.0x for covenant compliance or 5.5x for two consecutive quarters following a qualifying acquisition. Bank defined leverage was 4.27x, as of June 30, 2021, higher than the 4.24x at YE 2020. Fitch expects NuStar to remain covenant compliant. Fitch notes that the covenant calculation allows for exclusion of the junior subordinated notes of $402.5 million and preferred equity Series A, B, C and D, totaling nearly $1.4 billion. The covenant calculation allows for inclusion of pro forma EBITDA for material projects and acquisitions, providing some cushion in calculations. NuStar also has various notes outstanding aggregating $2.5 million. There is an upcoming maturity of 4.75% $250 million notes in February 2022. NuStar calculates consolidated debt at $3.5 billion as of June 30, 2021 and $2.8 billion of this amount is fixed rate. The remaining $0.7 billion is floating rate, largely based on LIBOR. The partnership's $402.5 million floating rate notes changed from a fixed rate of 7.625% to a floating rate effective January 2018. The interest rate on these notes was 6.9% as of June 30, 2021. The partnership also has a $100 million receivable financing agreement that can be upsized to $200 million. The borrowers are NuStar and NuStar Finance LLC (NuStar Finance), a special purpose vehicle (SPV) and wholly-owned subsidiary of NuStar. There was $74.2 million of borrowings outstanding under the agreement as of June 30, 2021. The securitization program extends until Sept. 20, 2023, with the option to renew for additional 364-day periods thereafter. ISSUER PROFILE NuStar is a publicly traded master limited partnership that is primarily focused on the transportation and storage of liquid hydrocarbon products, including both crude oil and refined products with operations in United States, Canada and Mexico. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch applies 50% equity credit to NuStar's junior subordinated notes due 2043 ($402.5 million face value) and 50% debt credit to NuStar's four series of preferred equity securities ($1,374 million). 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. PILATES CENTER: Taps Morrison Tenenbaum as Bankruptcy Counsel ------------------------------------------------------------- Pilates Center of New York Inc. and Corps Physique Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Morrison Tenenbaum, PLLC to serve as legal counsel in their Chapter 11 cases. The firm's services include: (a) advising the Debtors with respect to their powers and duties in the management of their estates; (b) assisting in any amendments of the Debtors' bankruptcy schedules and other financial disclosures and in the preparation, review or amendment of a disclosure statement and plan of reorganization; (c) negotiating with the Debtors' creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; (d) preparing legal papers and appearing before the bankruptcy court; and (f) performing all other legal services for the Debtors that may be necessary and proper for an effective reorganization. The firm's hourly rates are as follows: Lawrence F. Morrison, Esq. $595 per hour Brian J. Hufnagel, Esq. $450 per hour Associates $380 per hour Paraprofessionals $250 per hour The Debtors paid $15,000 to the law firm as a retainer fee. Lawrence Morrison, Esq., a member of Morrison Tenenbaum, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Email: lmorrison@m-t-law.com Pilates Center of New York Inc. and Corps Physique Inc. Pilates Center of New York Inc. and Corps Physique Inc. filed petitions for Chapter 11 protection (Bankr. S.D. N.Y. Lead Case No. 21-22408) on July 14, 2021. At the time of the filing, Pilates Center of New York listed up to $50,000 in assets and up to $1 million in liabilities while Corps Physique listed as much as $50,000 in both assets and liabilities. Judge Sean H. Lane oversees the cases. Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC and S. Kekatos & Associates, LLC serve as the Debtors' legal counsel and accountant, respectively. PURDUE PHARMA: Judge Says Sackler Releases the 'Big Dog' in Appeal ------------------------------------------------------------------ Jeremy Hill of Bloomberg News reports that a federal judge vowed to move swiftly and with a narrow focus in an appeal of Purdue Pharma LP's hotly contested deal to settle a mountain of opioid liabilities. The judge said the Sackler releases are the 'Big Dog' in the appeal. The key issue in the appeal is whether liability releases for members of the Sackler family who own Purdue Pharma, maker of OxyContin, are legal and constitutional, U.S. District Judge Colleen McMahon said in a hearing Tuesday, October 12, 2021. Lawyers for the company and parties appealing the deal, including an arm of the U.S. Justice Department and a handful of state attorneys general, are set to lay out their arguments in court. About Purdue Pharma Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. PURDUE PHARMA: Ohio Lawmaker Urges Probe of McKinsey ---------------------------------------------------- Nick Evans of Ohio Capital Journal reports that management consulting firm McKinsey and Company has already been forced into nearly $600 million in settlements over its role in fueling the opioid crisis that's taken the lives of more than 450,000 Americans the last two decades, but an Ohio state representative wants Congress to investigate the firm further. Rep. Brian Stewart, R-Ashville, pointed to reporting by ProPublica of the apparent conflict of interest in McKinsey advising both opioid manufacturers as well as the Food and Drug Administration office in charge of approving prescription opioids. At times, ProPublica reported, McKinsey consultants helped drugmakers fend off costly FDA oversight while other McKinsey employees advised the FDA. With the FDA still contracting consulting work from McKinsey, Stewart introduced a resolution Tuesday calling for Congressional action. "What we've laid out here, I would not be allowed to do as a practicing attorney," Stewart said. "I cannot represent two sides that are opposed to each other in the same case, and I think that’s fairly clearly what you have going on here." The firm's settlements came after lawsuits from 49 states produced documents showing how McKinsey worked to promote Purdue Pharma’s OxyContin painkiller, The New York Times has reported. Purdue Pharma has declared bankruptcy and is being reorganized into a charity-driven organization with the Sackler family removed from ownership and on the hook for $4.5 billion in funds for fighting the opioid epidemic. Stewart's resolution urges Congress to keep digging into the McKinsey and Company's conduct and to "take action to prevent conflicts of interest in federal contracting." McKinsey continues to bid on federal contracts, but Stewart believes those agreements might not get renewed if the firm’s practices are brought to light. And it appears Stewart has a willing audience. Already, a bipartisan group of U.S. Senators have sent a letter to the FDA demanding information about the agency's current relationship with the firm, and how it vets contractors for potential conflicts of interest. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. PURDUE PHARMA: Plan Appeals Will Be Heard Prior to Effectivity Date ------------------------------------------------------------------- Vince Sullivan of Law360 reports that a Manhattan federal judge said Tuesday, October 12, 2021, that she would hear oral arguments in the appeals of Purdue Pharma's Chapter 11 plan on Nov. 30 after adopting a briefing schedule proposed by the debtors and saying that she is committed to an expedited appeal process. During a hearing, U.S. District Judge Colleen McMahon said the handful of appeals filed by several states, the Office of the United States Trustee and others all dealt with narrow issues concerning the constitutionality of nonconsensual nondebtor third-party releases that absolve the members of the Sackler family that own Purdue of liability related to the national opioid crisis. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and ontinue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rode Island and Washington state, plus some Canadian local governments and other Canadian entities. QUOTIENT LIMITED: Ali Kiboro to Serve as CFO Starting Nov. 1 ------------------------------------------------------------ Ali Kiboro, 46, has been appointed as Quotient Limited's chief financial officer, effective as of Nov. 1, 2021. Peter Buhler, who resigned from his position as CFO effective as of the date his replacement was appointed, will support Quotient Limited during the transitional phase, as needed, before leaving the company at year-end. Mr. Kiboro brings over 20 years of experience in global finance and has been a key driver of operational excellence in a career spanning healthcare and manufacturing. From 2009 to 2021, Mr. Kiboro was employed at Quest Diagnostics Incorporated where he most recently served as vice president, Finance supporting the Commercial organization. Over a 12-year career at Quest, Mr. Kiboro assumed finance positions of increasing responsibility supporting Quest's strategy around Hospitals, Health Plans, Global Markets, Oncology and Anatomic Pathology, Professional Lab Services and Clinical Trials. From 1997 to 2009, Mr Kiboro held a variety of roles with General Motors Corporation. Mr. Kiboro received a Masters of Business Administration in Finance from The Wharton School at the University of Pennsylvania and a Bachelors degree in Finance from Duquesne University. In connection with his appointment, on Oct. 9, 2021, Mr. Kiboro entered into an employment agreement with Quotient Limited which sets forth the terms and conditions under which he will serve in this position. The employment agreement was approved by the Board of Directors. The employment agreement has no specific term and continues until terminated in accordance with its terms. Pursuant to the employment agreement, Mr. Kiboro will, among others, receive a base salary of Swiss Francs (CHF) 395,000 per annum, which will be first subject to review in 2023 and on an annual basis thereafter, subject to increase by the Board in its sole discretion. About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQTM technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. Quotient Limited reported a net loss of $108.47 million for the year ended March 31, 2021, compared to a net loss of $102.77 million for the year ended March 31, 2020. As of June 30, 2021, the Company had $276.55 million in total assets, $328.24 million in total liabilities, and a total shareholders' deficit of $51.70 million. RTI HOLDINGS: Ruby Tuesday Exec Benefits Suit to Stay in Tennessee ------------------------------------------------------------------ Jacklyn Wille, writing for Bloomberg Law, reports that a lawsuit by former Ruby Tuesday Inc. employees seeking benefits under two terminated executive retirement plans will move forward under federal law in a Tennessee courtroom, according to a ruling issued in the Eastern District of Tennessee. Judge Clifton L. Corker on Oct. 8, 2021 denied Regions Bank's motion to transfer the case to federal court in Delaware, where Ruby Tuesday's bankruptcy proceedings are pending. The employees' lawsuit brings claims under the Employee Retirement Income Security Act, not the Bankruptcy Code, which means the case isn't eligible for transfer under federal change-of-venue rules related to bankruptcy proceedings, Corker said. About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate, and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. Then with 420 locations, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Oct. 7, 2020 (Bankr. D. Del. Lead Case No. 20-12456). Judge John T. Dorsey oversaw the cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC was the claims agent. The official committee of unsecured creditors in the chapter 11 cases tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. * * * The Delaware bankruptcy judge confirmed the casual dining restaurant chain's Chapter 11 plan of reorganization on Feb. 17, 2021. It emerged from bankruptcy on Feb. 24 with 209 corporate-owned and operated locations remaining open. RUBY TUESDAY: Aldridge State Law Claims vs Regions Bank Dismissed ----------------------------------------------------------------- The United States District Court for the Eastern District of Tennessee, Knoxville Division, issued a memorandum opinion and order dated Oct. 8, 2021, granting the motion to dismiss Counts II through V filed by Regions Bank in the case captioned JERRY ALDRIDGE, et al., Plaintiff, v. REGIONS BANK, Defendant, No. 3:21-CV-00082-DCLC-DCP (E.D. Tenn.). The Plaintiffs are former employees of Ruby Tuesday, Inc., and are from a number of states, including Alabama and Tennessee. They were members in RTI's nonqualified retirement benefit plans, the Executive Supplemental Pension Plan (ESPP) and the Management Retirement Plan (MRP). RTI funded the Plans and Trust through corporate-owned life insurance policies that were assigned to, and held in, the Trust by Regions Bank. Regions Bank also served as the trustee. In 2017, NRD Capital purchased RTI, which triggered a "change of control" clause in the Trust agreement. The "change of control" clause allowed Regions Bank to "exercise its own independent judgment and take certain actions independent of direction from RTI." In the event of a change of control, the Trust agreement required that RTI fund the Plans fully, as determined by Regions Bank, and empowered Regions Bank, as trustee, to "take any and all legal action" to enforce RTI's obligations under the agreement. The Plaintiffs assert that RTI never funded the Trust after the change of control and that Regions Bank failed to enforce the terms of the Trust agreement requiring RTI to fully fund the Trust. Regions Bank moved to dismiss the Plaintiffs' state-law claims, arguing that the Employee Retirement Income Security Act preempts the Plaintiffs' state-law claims related to the Plans. According to Regions Bank, the Plaintiffs' state-law claims challenge "the manner in which [it] administrated the Trust through the Plans and [] seek[] benefits under the guise of state law damages [that] are expressly preempted." It contends that, for preemption purposes, the exclusion of the Plaintiffs' top-hat Plans from ERISA's fiduciary-responsibility provisions is irrelevant. Regions Bank asserted that the Plaintiffs' allegations are related directly to its role in administering the Trust and intertwined with the Plans. It states that the Plaintiffs seek to recover the value of their Plans' benefits in the form of distributions under the Trust. Regions Bank also states that the alleged acts that form the basis of the state-law claims were made in the context of administering the Plaintiffs' benefit claims. It notes that the recovery the Plaintiffs seek would be based on the benefits due under the Plans. Under 29 U.S.C. Section 1144, ERISA preempts "any and all State laws insofar as they may now or hereafter relate to any employee benefit plan." The Supreme Court has explained that Congress used language that was "deliberately expansive[] and designed to establish pension plan regulation as exclusively a federal concern." Express preemption under Section 1144 is a defense, and it is grounds for dismissal. Thus, state-law claims that are expressly preempted under Section 1144 should be dismissed with prejudice because such claims interfere with ERISA's civil-enforcement regime. Indeed, the Supreme Court reasoned that "[t]he policy choices reflected in the inclusion of certain remedies and the exclusion of others under the federal scheme would be completely undermined if ERISA-plan participants . . . were free to obtain remedies under state law that Congress rejected in ERISA." A claim is expressly preempted if it is based on a state law that "may now or hereafter relate to any employee benefit plan." State-law claims "relate to" ERISA plans if they: "(1) mandate employee benefit structures or their administration; (2) provide alternate enforcement mechanisms; or (3) bind employers or plan administrators to particular choices or preclude uniform administrative practice, thereby functioning as a regulation of an ERISA plan itself" or otherwise seek a remedy that is "primarily plan-related." The three categories are disjunctive, and a claim can be preempted if it falls into one of the categories. "A state law may therefore be preempted even if the law is not specifically designed to affect such plans, or the effect is only indirect." "Thus, ... even general state contract and tort laws may also be preempted by ERISA." The Court finds that the Plaintiffs' state-law claims are expressly preempted under Section 1144. Specifically, the Plaintiffs' state-law claims relate to the Plans by providing an alternate enforcement mechanism from the civil-enforcement regime outlined in ERISA and, therefore, have been expressly preempted by Congress, the Court said. Additionally, because state-law claims are preempted if they fall into one of the categories outlined above, the Court need not address whether the Plaintiffs' state-law claims fall into the other two categories. The Plaintiffs' state-law claims are intertwined with the Plans and are an attempt to enforce the Plans' terms against Regions Bank. As stated in their amended complaint, the Plaintiffs seek relief for Regions Bank's alleged mishandling of the Trust that funded the Plans. The Court also pointed out that the Plaintiffs do not dispute that the Plans were covered by ERISA. The Plaintiffs assert that Regions Bank owed them certain duties because of their status as Plan members. Further, the Plaintiffs hope to recover the Plans' benefits they believe were lost because of Regions Bank's actions. The Plaintiff's amended complaint makes clear that they are seeking to enforce the terms of the Plans through Alabama law rather than ERISA's regulatory scheme. Similar to the plaintiff in Loffredo v. Daimler AG, 500 F. App'x 491 (6th Cir. 2012), the Plaintiffs do not challenge the denial of benefits directly and, instead, seek an alternative enforcement vehicle to recover those benefits. Those claims, then, are expressly preempted because ERISA civil-enforcement regime is the only avenue of relief for vindication of the Plaintiffs' rights under the Plans. The Court pointed out that contrary to the Plaintiffs' assertions, the exclusion of top-hat plans, like the Plans at issue here, from ERISA's fiduciary-responsibility provisions does not allow the Plaintiffs to bring their state-law claims because it is the nature of the claim that determines whether preemption applies. Moreover, their assertion that their breach-of-fiduciary-duty claim is not preempted because ERISA does not create a cause of action for such a claim is foreclosed by Sixth Circuit precedent. Even if that claim were not foreclosed by precedent and an ERISA action is unavailable against Regions Bank, "the relief provided by ERISA is the only relief available" to Plaintiffs, the Court noted. Similarly, the Plaintiffs' argument that Regions Bank's position in the present suit is contrary to their position in its interpleader suit is inapposite, the Court said. The Plaintiffs do not argue that any form of preclusion or waiver would prevent Regions Bank from moving for dismissal of their state-law claims. Moreover, the Plaintiffs own amended complaint belies their attempts to distinguish the Trust from the Plans. For example, the Plaintiffs' breach-of-fiduciary-duty claim alleges that "Regions was a common law fiduciary of the Plans . . . . [and] had a duty to act with respect to the Plans solely in the interest of the Plaintiffs as participants." The Plaintiffs' breach-of-trust claim alleges that Regions Bank failed to inform the Plaintiffs of their rights under the Plans following the change of control and that Regions Bank failed to protect the trust property, which funded the Plans. Similarly, the Plaintiffs assert that they failed to receive the retirement benefits to which they were entitled under the Plans in their breach-of-contract claim. The Plaintiffs' negligence claim also seeks to recover damages for Regions Bank's failure to protect their interests in the Plans and alleges that Regions Bank breached the relevant standard of care by failing to take actions related to the administration of the Plans. Therefore, the Court concluded, the Plaintiffs' state-law claims are expressly preempted under Section 1144 because those claims create an alternative enforcement mechanism. Regions Bank's Motion to Dismiss is granted. A full-text copy of the Memorandum Opinion and Order is available at https://is.gd/vxWfqi from Leagle.com. About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate, and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in the chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. SALEH'S CO: Seeks to Employ Seattle CPA Firm as Accountant ---------------------------------------------------------- Saleh's Co. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Seattle CPA Firm, LLC as accountant. The firm's services include: (a) establishing and maintaining the Debtor’s books of account; (b) preparing balance sheets, profit and loss statements, budget projections, and other reports required by the Debtor to conduct its business and its Chapter 11 proceeding; (c) preparing monthly operating reports; and (d) providing such other accounting services as may be required by the Debtor in all aspects of its bankruptcy and business operations, including but not limited to, services that may be required in the Debtor's litigation of a tax assessment by the Washington Department of Revenue. The firm will be paid at hourly rates ranging from $150 to $180. Amha Woldegebreal, the firm's accountant who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Amha Woldegebreal, CPA Seattle CPA Firm LLC 2412 Ne 145th Street Seattle, WA 98155 Tel: 206-227-4309 About Saleh's Co. Saleh's Co. filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 21-11737) on Sept. 16, 2021, listing as much as $500,000 in both assets and liabilities. Steven Saleh, officer and manager, signed the petition. Judge Marc Barreca oversees the case. Geoffrey Groshong, Esq., at Groshong Law, PLLC and Seattle CPA Firm, LLC serve as the Debtor's legal counsel and accountant, respectively. SAMARCO MINERACAO: Court Extends Stay Period for 180 Days --------------------------------------------------------- Mariana Durao, writing for Bloomberg News, reports that Samarco Mineracao SA's stay period -- in which creditors are blocked from seizing assets or taking legal action to collect on the debt they hold -- will be extended for 180 days, the judge overseeing the company’s bankruptcy ruled. The company filed for bankruptcy protection in April 2021. The new deadline starts Oct. 10, 2021, according to a public filing. If creditor protection hadn't been extended, it would have resulted in huge losses for the company, compromising its cash flow, the judge said. About Samarco Mineracao SA Samarco Mineracao SA is a Brazilian mining joint venture between BHP Group and Vale SA. erves as an iron ore processing company. The company provides blast furnace, direct reduction, sinter feed, as well as low and normal silica content pellets. On April 9, 2021, the Debtor filed a voluntary petition for judicial reorganization in the 2nd Business State Court for the Belo Horizonte District of Minas Gerais in Brazil pursuant to Brazilian Federal Law No. 11,101 of February 9, 2005. Samarco Mineracao filed for Chapter 15 bankruptcy recognition (Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York, to seek U.S. recognition of its Brazilian proceedings. The Debtor's U.S. counsel is Thomas S. Kessler of Cleary Gottlieb Steen & Hamilton LLP. SPEEDBOAT JV: Unsecured Creditors to be Paid in Full in Sale Plan ----------------------------------------------------------------- Speedboat JV Partners LLC submitted an Amended Plan of Reorganization for Small Business dated October 11, 2021. The sole asset of Speedboat's estate is a 30+ room mansion on the north shore of Lake Tahoe (the "Property"). The Property remains in need of the construction of a caretaker's cottage and garage (the "Garage") which would provide suitable off-street parking for the Property, absent which a sale of the Property would prove difficult. In August of 2021, the Bankruptcy Court conducted a trial to determine the value of the Property. Speedboat proposed an appraisal which valued the Property at $17 million, based on the hypothetical condition that the Garage had been built. Speedboat also introduced evidence that plans had been prepared and permits previously issued for the construction of the Garage, and that efforts to renew the Permits (which had lapsed) were underway. The Court ruled that the hypothetical condition rendered Speedboat's appraisal speculative, and that the current as is value of the Property, which had no Garage and difficult pedestrian access, was $8.25 million. This Plan contemplates constructing the Garage and promptly selling the Property after the market adjusts its valuation of the Property to incorporate the existence of the Garage. The Property generates no income and was never expected to do so. (Without off-street parking, it is unlikely that the Property could legally generate rental income.) Rather, the Debtor intended and intends to complete construction and sell the Property. Until the Property can be sold, debt service and construction costs will be funded through capital contributions and borrowings. This Plan of Reorganization proposes to pay creditors of Speedboat JV Partners, LLC from (a) funds that are loaned by the sole Member, (b) further refinance of the Property, or (c) the proceeds of sale of the Property. The Plan will treat claims as follows: * Class 1 consists of Priority claims. Class 1 is unimpaired by this Plan, and each holder of a Class 1 Priority Claim will be paid in full, in cash, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final non appealable order. * Class 2.1 consists of the Secured claim of Wilmington Savings Fund FSB, d/b/a Christiana Trust. The holder of the Class 2.1 Claim will retain its lien, and receive deferred cash payments with a value at least equal to the allowed amount of the Class 2 Claim. * Class 2.2 consists of the Secured claim of Evergreen Advantage Fund. The holder of the Class 2.2 Claim will retain its lien, and receive deferred cash payments with a value at least equal to the allowed amount of the Class 2 Claim. * Class 3 consists of Non-priority unsecured creditors. Class 3 Claims will be paid in full in cash, on the earlier of the Effective Date or the date the Claim is Allowed. * Class 4 consists of Equity security holders of the Debtor. Equity holders will enjoy no recovery under this Plan unless and until every other class of creditors has received payment of the Allowed amount of its claims in full, other than the Class 2.1 Claim. The Debtor shall obtain capital contributions or borrowings sufficient to fund the payments required herein and to effect the construction of the Garage and such other expenses of maintenance or improvement of the Property as may be appropriate, which borrowings may be secured by a junior lien encumbering the Property. Such borrowings and the granting of collateral in connection therewith may be undertaken in the Debtor's discretion, without any need for further Order of the Court. A full-text copy of the Amended Plan dated October 11, 2021, is available at https://bit.ly/3atT48X from PacerMonitor.com at no charge. About Speedboat JV Partners Speedboat JV Partners, LLC, was formed to take title of the property -- located at 77 Speedboat Avenue, Kings Beach, CA -- and rescue the property from foreclosure. The sole asset of Speedboat's estate is a 30+ room mansion on the north shore of Lake Tahoe. Over the past several years, the property has consistently appraised in the $15 to $17 million range. Speedboat JV Partners filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-30731) on Sept. 17, 2020. Marc Shishido, Debtor's manager, signed the petition. At the time of filing, the Debtor disclosed $17.016 million in assets and $2.3 million in liabilities. St. James Law, P.C. and Beckman Feller & Chang P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. SYNAPTICS INC: Fitch Affirms 'BB' LT IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Rating (IDR) of Synaptics Inc. and the 'BB'/'RR4' senior unsecured issue rating to the company's outstanding senior notes. Fitch has also assigned a 'BBB-'/'RR1' senior secured issue rating to the first lien term loan to be issued in the pending transaction. The Rating Outlook is Stable. Synaptics will issue a $600 million first lien senior secured term loan with proceeds used to finance the acquisition of DSP Group, Inc. (DSPG). Fitch's actions affect approximately $1 billion of outstanding debt, pro forma for the issuance. A complete list of rating actions follows at the end of this release. KEY RATING DRIVERS Combination Supports Strategic Vision: The acquisition of DSPG furthers management's strategy to target growth opportunities in Internet of Things (IoT) applications by adding complementary capabilities that address smart speaker, home security and ultra-low energy (ULE) wireless applications. Prior to the current strategy, Synaptics primarily sold into the saturated PC/laptop and mobile handset markets, which represented 60 -- 80% of revenue but offered minimal growth opportunities and saddled the company with elevated risks such as a concentrated customer base and ongoing potential for loss of design slots. These risks were highlighted by three consecutive years of revenue declines through FY20. In contrast, Fitch believes the current product mix with IoT estimated to represent 55% of pro forma revenue, compared to 43% in FY21, will provide accelerated growth opportunities leading to Fitch's positively revised forecasts for high-single digit organic growth. Synergy Potential: The acquisition of DSPG allows Synaptics to scale up the underperforming asset, which generated EBITDA margins of 4.3% and 7.3% in FY20 and 1H21 YTD, respectively. Management has identified $30 million of synergies, primarily targeted at operating expenses to be achieved within 12 months. While DSPG's gross margins are nearly in line with Synaptics, successful execution on synergy targets would bring overall profitability in line with Synaptics 34% - 35% EBITDA margin levels. Fitch notes the company's strong track record in acquisition integration having completed six acquisitions over ten years for total aggregate consideration of over $1.5b. Technology Risk and Low Switching Cost: Fitch believes the acquisition strengthens the overall credit profile as it furthers management's strategy to cross-sell across the product portfolio and to promote sales of comprehensive modules, as opposed to discrete components, enabling increased capture of customer wallet shares and reducing risk of design slot losses. In particular, the addition of DSPG's capabilities in SmartVoice and ULE are highly complementary to Synaptics' strong market position in smart voice assistant, intelligent home security, and wireless connectivity applications. Fitch believes the combination improves Synaptics' market position through the delivery of increasingly differentiated solutions, while positioning to capture growth from the transition to AI enabled devices at the edge of the network. Historically, Synaptics was faced with continually evolving device interface technologies and customer strategies that presented ongoing risks of missed revenue opportunities or loss of design slots. For example, during early development of the iPhone, Apple developed internal capacitive touch capabilities, displacing Synaptics, which had been a long-term supplier for the iPod. Similarly, the mobile handset market's current shift to OLED-based display, where Synaptics lacks a competing display driver, resulted in a 22% aggregate revenue decline during fiscal 2017 to 2020. Fitch believes management's continued execution on its renewed strategy will reduce previous constraints on the rating such as low switching costs, persistent technology risks, low visibility, intense competition for slots, pricing pressure and operating volatility. Products Facing Secular Decline: The acquisition introduces revenue headwinds from the inclusion of DSPG's portfolio of cordless telephony products. Cordless phones have recently experienced renewed growth as demand emerged due to the shift to work-from-home environments resulting from the pandemic. DSPG revenue in this segment grew 6% in FY20 and 14% in 1H21. Despite recent trends, Fitch maintains the view that cordless phones face obsolescence risk and will return to secular decline with Fitch forecasting that revenue trends will follow the five-year CAGR of (17%) experienced by DSPG in the segment prior to the onset of the pandemic. However, Fitch notes that the headwind will be easily absorbed by Synaptics as the product group represents less than 4% of pro forma revenue. Leverage Profile: Synaptics has publicly articulated a net leverage target of 1.5x-2.0x, and a stated willingness to tolerate gross leverage up to 4.0x in pursuit of strategic acquisitions. Under the terms of the pending transaction, Synaptics will issue a $600 million first lien senior secured term loan to fund the acquisition of DSPG. Fitch calculates FY21 opening pro forma leverage of 2.6x, excluding synergies, and forecasts a decline to 1.9x by fiscal 2022, based primarily on synergy execution and EBITDA growth, demonstrating management's continued commitment to its conservative financial policies. DERIVATION SUMMARY Fitch is evaluating Synaptics pending its acquisition of DSPG and compares the company against smaller scale or similarly rated semiconductor peers, including AMD, Maxlinear, Microchip (BB+/Pos), and NXP (BBB-/Pos), as well as PCB manufacturer TTM Technologies (BB/Stable), given historically similar end-markets and operating profile characteristics. Fitch believes Synaptics is well positioned within its core product categories, as the company's early mover advantage in developing device interfaces has led to strong market shares. However, Fitch believes the benefits from leading share are constrained by replicable technology and low switching costs, which limit pricing power and enable OEM clients to switch suppliers or vertically integrate competing capabilities. In addition, historically Synaptics' long-term growth prospects and potential cyclicality compared unfavorably to peers given its concentration within consumer electronic device markets. However, the company's successful execution on its renewed product and go-to-market strategies has enhanced the opportunity set with Fitch now forecasting organic growth in the high single digits due to increased sales of video/image interfaces, Wi-Fi connectivity refresh cycle, share gains in streaming and traditional set-top boxes/dongles, voice assistant devices, and design wins for automotive infotainment interfaces. While Fitch believes Synaptics faces elevated risk of loss of slots, management has sought to reduce the risk by developing comprehensive modules and improving cross selling efforts. The acquisition of DSPG accelerates such efforts through its complementary technology offerings for low power SmartVoice, unified communications & collaboration, and wireless IoT device applications. Synaptics scores well across operating metrics, as management has successfully executed on an ASP improvement and cost reduction strategy that has resulted in EBITDA margin expansion to 34%-35%, well above historical levels and the peer median of 23%. In addition, Fitch forecasts FCF margins to average 24% over the ratings horizon, above the 11% peer median due to the company's gross margin expansion and low capital intensity. Finally, Synaptics maintains an explicit net leverage target of 1.5x-2.0x, and an expressed willingness to increase gross leverage to 4.0x in pursuit of M&A, which Fitch views as conservative relative to the 3.1x peer median. Incorporating the company's expected $600 million term loan issuance, Fitch estimates opening pro forma leverage of 2.6x as of FYE 2021, excluding expected synergies, declining to 1.9x in fiscal 2022, as targeted synergies begin to run-rate. Management has paused share buybacks and the company does not pay a dividend. Fitch believes the rating is supported by the conservative leverage profile and commitment to forego shareholder returns during acquisition integration, while the demonstrated low barriers to entry/exit, the weaker position in the value chain, and the lack of a sustainable competitive advantage act as the leading constraints of the rating in comparison to peers. No country-ceiling, parent/subsidiary or operating environment aspects impacted the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Transaction: acquisition of DSPG completed in December 2021, financed through the issuance of a new $600m First Lien Senior Secured Term Loan B; -- Revenue: organic growth of 12% in fiscal 2022 and 8.5%-9.5% per annum thereafter due to increased sales of video/image interfaces, Wi-Fi connectivity refresh cycle, share gains in streaming and traditional set-top boxes/dongles, voice assistant devices, and design wins for automotive infotainment interfaces, partially offset by loss of mobile handset display driver sale and decelerating PC/Notebooks shipments; DSPG decline of low-single digits, gradually inflecting to positive growth as declines in cordless phone shipments are eventually offset by growth of sales to smart voice assistant, home security, and unified communications applications; -- Margins: EBITDA margins of 34%-35% over the forecast horizon due to increased ASPs in wireless connectivity, set-top-box and automotive, as well as declining contribution from low-ASP mobile display and touch drivers, contribution from higher margin DisplayLink and Broadcom connectivity unit acquisitions, synergies from DSPG acquisition, and reduced OPEX from consolidated go-to-market operation and supply chain partner base; -- Capital intensity of 2%, consistent with historical average. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total Debt with Equity Credit/Operating EBITDA leverage sustained below 2.0x; -- Improved diversification through reduced customer concentration and broader end-market mix. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total Debt with Equity Credit/Operating EBITDA leverage sustained above 3.0x; -- FCF margins sustained below 10%; -- Sustained revenue declines; -- Loss of design slots or inability to secure new design due to technological disadvantage or lack of competitiveness; -- Increased customer losses. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Growth: Synaptics has materially expanded liquidity as improved FCF has accumulated to the balance sheet, resulting in total cash of $836 million at FYE 2021. In addition, the company repaid the $100 million outstanding balance on the RCF and amended the credit agreement to increase availability to $250 million and extend the maturity 2026. Fitch expects liquidity to continue to grow, given improved FCF margins, reliably positive FCF during cyclical downturns and low capital intensity with cash balances reaching $1.1 billion by FYE 2023 and no expected draw on the RCF. Fitch notes that Synaptics has generated positive FCF in every year since 2008. ISSUER PROFILE Synaptics develops semiconductor solutions that enable people to interact with electronic devices and generates revenue from IoT (55%), mobile (21%) and PC (23%) applications. Products offerings include connectivity, audio, high-definition video, touch controllers, display drivers, fingerprint sensors, and touchpads solutions. 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. TRAVERSE MIDSTREAM: S&P Alters Outlook to Pos., Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on Traverse Midstream Partners LLC 's term loan B. The recovery rating is unchanged at '3', indicating meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. The positive outlook reflects S&P's expectation that Traverse will continue to reduce its debt balance via the excess cash sweep and maintain debt to EBITDA below 7.5x, trending toward 7x over the next 12 months. The rating action on Traverse Midstream reflects the better-than-expected performance at both Rover Pipeline LLC and Ohio River System LLC. Due to an improvement in natural gas prices and increased volume flows on Rover Pipeline over the past six months, Traverse has benefitted from increased distributions (approximately 80% of EBITDA). S&P said, "As a result, our EBITDA expectations have improved over the forecast period. We now forecast adjusted leverage of approximately 7.4x in 2021 versus our previous expectations of 8x. The company announced an amendment to its $1.35 billion term loan B maturing in September 2024, including an incremental $39 million to the outstanding balance, and repriced the interest rate to a secured overnight financing rate from LIBOR. We expect the repricing to lower Traverse's overall interest expense, improving the company's coverage ratios. The company will also move the excess cash flow sweep to semiannual, further improving near-term credit measures. The additional proceeds combined with cash on hand will be used to repay the $67 million in deferred capital calls to Energy Transfer L.P. related to slip repair and a soil stabilization project on Rover Pipeline. Our forecast assumes no further costs related to the pipeline. Although the refinancing will add an incremental $39 million to the term loan B balance, we expect Traverse to continue to pay it down through semiannual excess cash flow sweeps. Additionally, the credit quality of shippers on both Rover and Ohio River have improved this year with commodity markets. We now expect debt to EBITDA below 7.5x in 2021 and about 7x in 2022." S&P said, "Our rating also reflects the differentiated credit quality between the company and its investees, Rover Pipeline and Ohio River. Traverse does not have other substantive assets and relies on distributions from Rover and Ohio River to service its term loan B and fully drawn $50 million revolving credit facility (unrated). Our assessment of Traverse's credit profile incorporates its financial ratios, as well as Rover's and Ohio River's cash flow stability, ability to influence the investees' financial policy, and ability to liquidate investments in both entities to repay the term loan. "We expect Traverse to receive steady distributions from Rover over the next few years. Rover's distributions account for approximately 80% of Traverse's EBITDA and are supported by the pipeline's high utilization rate (more than 90%) and take-or-pay agreements, coupled with low capital expenditures over the medium term. Ohio River, which has distributions that make up the remaining 20% of Traverse's EBITDA, is similarly backed by a strong contract profile (over 90%) with minimum volume commitments. We however note the relative lack of customer diversity on the pipes, as most of the revenues come from speculative-grade shippers. The overall stability in distributions supports a positive cash flow stability assessment. "Following the improvement in distributions from Rover and Ohio River, as well as the assumed excess cash flow sweeps, we forecast adjusted debt to EBITDA of below 7.5x in 2021, declining to about 7x in 2022, and an EBITDA interest coverage ratio of about 2x-2.5x. Although notably better than our previous forecast, we continue to assess Traverse's financial metrics as negative." Traverse has significant governance rights over Rover. It has the right to veto any changes to Rover's distribution policy, including incurrence of debt above a certain threshold. In addition, Rover is required to distribute its free cash flows to Traverse and ET Rover Pipeline LLC, a joint venture between BCP Renaissance Parent LLC and Energy Transfer. While the governance rights over Ohio River are not as strong, S&P's assessment of corporate governance and financial policy remains positive because it accounts for less than 20% of Traverse's cash flows. S&P said, "We view Traverse's ability to liquidate its investments in Rover and Ohio River as negative due to their private ownership status. "The positive outlook reflects our expectation that Traverse will continue to reduce its debt balance via the excess cash sweep and maintain debt to EBITDA of below 7.5x, trending toward 7x during the next 12 months. Stable distributions from Rover Pipeline and Ohio River System underpinned by take-or-pay contracts and letters of credit posted by certain shippers also support our outlook." S&P could raise its rating on Traverse if the company: -- Maintains leverage of approximately 7x; and -- Reduces the term loan balance via the mandatory amortization and excess cash sweep. S&P could revise its outlook to stable if it expects Traverse to maintain debt to EBITDA above 7.5x, which could happen due to: -- Lower than anticipated excess cash sweep; or -- Decline in distributions from Rover Pipeline. VISTRA CORP: S&P Rates $1BB Perpetual Preferred Stock 'B' --------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to Vistra Corp.'s $1 billion series A fixed-rate reset cumulative redeemable perpetual preferred stock (series A preferred stock). The company will use the net proceeds from the offering to repurchase shares of common stock. S&P classifies the series A preferred stock as having intermediate equity content because of its subordination, permanence, and optional deferability features. Consequently, when calculating Vistra's credit ratios, S&P will treat the issuance as 50% equity. S&P said, "The series A preferred stock, Vistra's first preferred stock, is perpetual, with no maturity date and no incentive to redeem the issue for a long-dated period, meeting our standards for permanence. In addition, the dividend payments are indefinitely deferrable, fulfilling the deferability element in our criteria. Furthermore, the instrument is subordinated to all existing and future senior debt obligations, satisfying our condition for subordination. We rate the company's series A preferred stock three notches below the issuer credit rating to reflect subordination of the series A preferred stock to the company's debt and deferability of dividend payments." The 'BB' long-term issuer credit rating and stable outlook on the company are unchanged. WATERLOO AFFORDABLE: Walker & Dunlop Says Plan Unconfirmable ------------------------------------------------------------ Walker & Dunlop, LLC ("W&D"), a secured creditor of debtor Waterloo Affordable Housing, LLC, objects to the Debtor's Combined Plan of Reorganization [or Liquidation] and Disclosure Statement. W&D holds the first priority mortgage on the Debtor's real estate interests (the "Mortgaged Property") and a first priority security interest in all or substantially all of the Debtor's interest in personalty to secure payment and performance of approximately $2 million owed by the Debtor under the terms of a certain Mortgage Note, dated December 21, 2006, in the original principal amount of $2,791,200.00. W&D claims that the Disclosure Statement, in its present form, contains inadequate and incorrect information and the Plan is patently unconfirmable while W&D does not object to the concept of a competitive auction-type sale process that provides for, among other things, payment in full of all obligations to W&D in accordance with the W&D Loan Documents. Significantly, the Disclosure Statement and the Plan inaccurately provide that W&D's claim is unimpaired. In fact, W&D's claim is impaired under the Plan as it merely provides for the payments of principal and interest to W&D until the closing of the proposed sale, rather than continuation of all contractual obligations owed by the Debtor to W&D. Further, the Plan does not condition the closing of any proposed sale upon (a) the sale proceeds being sufficient to satisfy, in full, all outstanding obligations owed by the Debtor to W&D, as required by the Loan Documents, or (b) the prior written approval of the Secretary of HUD, as required by the December 21, 2006 Regulatory Agreement between the Secretary of Housing and Urban Development ("HUD") and the Debtor (the "HUD Regulatory Agreement"), which is incorporated into the Mortgage. W&D asserts that the Plan provisions plainly alter the legal, equitable, and contractual rights of W&D and impair W&D's claim. As W&D's claim is plainly impaired, the Debtor can confirm the Plan only if it, among other things, obtains W&D's acceptance of the Plan, or obtains the acceptance of another impaired class, without inclusion of acceptance by an insider, and satisfies the "cram-down" requirements. The Plan does not include any other impaired, non-insider class, nor does the Plan satisfy the requirements of section 1129(b) as to W&D. W&D further asserts that the Plan does not contain any procedures for accomplishing the Plan terms. Again, while W&D does not oppose a competitive auction-type sale with established bid procedures, neither the Disclosure Statement nor the Plan provides any information regarding the proposed sale structure or timing, or any information to suggest that the Debtor's proposed sale is likely to be successful. A full-text copy of W&D's objection dated October 11, 2021, is available at https://bit.ly/3iUiQrI from PacerMonitor.com at no charge. Attorneys for Walker & Dunlop: Kari B. Coniglio Jeffrey A. Marks Vorys, Sater, Seymour and Pease LLP 301 East Fourth Street Suite 3500, Great American Tower Cincinnati, Ohio 45202 Telephone: (513) 723-4000 Facsimile: (513) 852-8491 E-mail: kbconiglio@vorys.com jamarks@vorys.com About Waterloo Affordable Housing Waterloo Affordable Housing, LLC, a lessor of real estate in Omaha, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 19-81610) on Oct. 30, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas L. Saladino oversees the case. Robert Vaughan Ginn, Esq., and Theodore R. Boecker, Jr., Esq., serve as the Debtor's bankruptcy attorney and special litigation attorney, respectively. WB SUPPLY: Unsecureds' Recovery "TBD" in Liquidating Plan --------------------------------------------------------- WB Supply LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated October 11, 2021. The Combined Plan and Disclosure Statement reflects substantial negotiations among the Debtor, the Committee, and Basin Holdings LLC and is predicated upon and incorporates the Basin Settlement between and among the Debtor, the Committee and Basin Holdings approved by the Bankruptcy Court on September 10, 2021. The Combined Plan and Disclosure Statement is a liquidating chapter 11 plan. The Combined Plan and Disclosure Statement provides that upon the Effective Date: (i) all Creditor Trust Assets will be transferred to the Creditor Trust; and (ii) after completing all of its ordinary course business operations and fiduciary obligations, the Debtor will be dissolved. Thereafter, the Creditor Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Plan and Disclosure Statement. The Official Committee of Unsecured Creditors supports confirmation of the Combined Plan and Disclosure Statement and urges all creditors to vote to accept the Combined Plan and Disclosure Statement. Pursuant to the Store Closing Orders, the Debtor and its liquidating agent, Great American Global Partners, conducted store closing sales and auctions at various locations during the first two months of the Chapter 11 Case. In addition, location sales were conducted for several of the Debtor's operating store locations. Through these sales, the bulk of the Debtor's physical assets were sold during the Chapter 11 Case. In addition, substantially all of the Debtor's remaining employees were offered employment by the purchasers of the sold locations. As part of the Debtor's sale of assets, and in resolution of certain objections filed by ad valorem tax creditors located in the State of Texas, a portion of the sales proceeds (approximately $567,000) were set aside in a fund earmarked for distribution to such objecting creditors following the Debtor's review of the underlying tax liabilities and Proofs of Claim. At this time, the Debtor has reconciled, approved and paid approximately $328,000 of the referenced Texas ad valorem taxes. The Debtor believes that sufficient funds have been set aside to fully satisfy the remaining claims of the Texas tax authorities. On August 31, 2021, the Debtor, the Committee and Basin Holdings executed a stipulation providing for a comprehensive settlement of the secured and unsecured Claims asserted by Basin Holdings and its non-Debtor subsidiaries in the Chapter 11 Case. Under the Basin Settlement, Basin Holdings agreed to the treatment provided for the Allowed Basin Holdings Secured Claim and Allowed Basin Unsecured Claims, and the Basin Released Parties were granted broad releases of all Claims and Causes of Action by the Debtor, its Estate, and anyone claiming by, through or under right of or on behalf of any of them. The Basin Settlement was a key step in laying the foundation for this Combined Plan and Disclosure Statement, as it resolved substantial asserted secured Claims that, if allowed as filed, may have prevented any distribution at all to Holders of Allowed General Unsecured Claims in this Chapter 11 Case. The Plan will treat claims as follows: * Class 2.1 consists of Prepetition Senior Obligation Claims. Holders of Claims in Class 2.1 are unimpaired under the Combined Plan and Disclosure Statement and such Claims are deemed Allowed Claims. On the Effective Date, the Debtor shall fund the Senior Lender Reserve, which shall be used solely to satisfy any contingent Prepetition Senior Obligations and contingent DIP Facility Claims. On the anniversary of the Effective Date, if no DIP Facility Claims or Prepetition Senior Obligations remain outstanding on such date, any amounts remaining in the Senior Lender Reserve shall revert to the Creditor Trust. * Class 2.2 consists of the Allowed Basin Holdings Secured Claim. The Holder of the Allowed Basin Holdings Secured Claim (i) shall receive Cash in the amount of $100,000 on account of its incurred professional fees within 30 days following entry of the Basin Settlement Approval Order; (ii) shall be entitled to retain the full Credit Card Deposit of $275,000 and shall setoff and apply the Credit Card Deposit against the April Credit Card Payment and Class 2.2 Claim; (iii) Cash equal to 50% of each dollar of the first $450,000, and 10% of each dollar up to the next $1 million, otherwise distributable to Holders of Allowed Class 5 Claims; and (iv) the remaining balance of the Class 2.2 Claim, after taking into consideration the amounts received on account of the Class 2.2 Claim in the foregoing clauses (i)-(iii), shall be Allowed as a General Unsecured Claim against the Debtor in the full amounts asserted or scheduled, as the case may be, but shall be subordinated in right of payment to the payment in full of all Allowed Class 5 General Unsecured Claims in this Chapter 11 Case. * Class 2.3 consists of the Allowed Basin Unsecured Claims. The Claims in Class 2.3 shall receive the treatment provided for in the Basin Settlement. The Class 2.3 Claims have been Allowed as General Unsecured Claims but are subordinated in right of payment to the payment in full of all Allowed Class 5 General Unsecured Claims in this Chapter 11 Case. The Class 2.3 Claims are Allowed pursuant to the Basin Settlement and are unimpaired and deemed to accept the Combined Plan and Disclosure Statement. * Class 4 consists of Priority Claims. Each such Holder of an Allowed Priority Claim shall receive Cash in an amount equal to such Allowed Priority Claim, on or as soon as reasonably practicable after the later of (i) the Effective Date; (ii) the date the Priority Claim becomes an Allowed Claim; or (iii) the date for payment provided by any agreement or arrangement between the Debtor or Creditor Trustee, as the case may be, and the Holder of the Allowed Priority Claim. The Debtor shall establish a reserve prior to the Effective Date for Allowed Priority Claims which shall be administered by the Creditor Trust. Upon the resolution of all Priority Claims, any excess funds remaining in the reserve authorized hereunder shall revert to the Creditor Trust. The Debtor estimates that the aggregate amount of Allowed Priority Claims will not exceed $[990,000]. Class 4 is unimpaired. * Class 5 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive such Holder's Pro Rata share of the beneficial interest in the Creditor Trust and as beneficiary of the Creditor Trust shall receive, on a distribution date, their Pro Rata Share of net Cash derived from the Creditor Trust Assets available for Distribution on each such distribution date as provided under the Combined Plan and Disclosure Statement and Creditor Trust Agreement, as full and complete satisfaction of the Claims against the Creditor Trust. The Debtor estimates that the aggregate amount of Allowed General Unsecured Claims will be approximately $64 million. It is impossible to estimate at this time the amount, if any, of recoveries by the Creditor Trust. The Allowed General Unsecured Claims will be paid from the Estate Portion of the Litigation Proceeds in accordance with this Combined Plan and Disclosure Statement. * Class 6 consists of Equity Interests. Holders of Equity Interests in Class 6 are Impaired under the Combined Plan and Disclosure Statement. Holders of Equity Interests will retain no ownership interests or Distribution under the Combined Plan and Disclosure Statement, and, on the Effective Date, all Equity Interests shall be cancelled. Therefore, Holders of Equity Interests are deemed to reject the Combined Plan and Disclosure Statement. Distributions of Litigation Proceeds from the Creditor Trust shall be made in the following order of priority in accordance with the Basin Settlement Stipulation: * First, the first $450,000 of each dollar otherwise distributable to Holders of Allowed Class 5 General Unsecured Claims shall be distributed (i) 50% to Holders of Allowed Class 5 General Unsecured Claims and (ii) 50% to the Holder of the Class 2.2 Claim (collectively, the "First Distribution"); and * Second, the next $1 million of each dollar otherwise distributable to Holders of Allowed Class 5 General Unsecured Claims shall be distributed (i) 90% to Holders of Allowed Class 5 General Unsecured Claims and (ii) 10% to the Holder of the Class 2.2 Claim (collectively, the "Second Distribution"); and * Third, any remaining Litigation Proceeds will be distributed to the Estate Portion of Litigation Proceeds. Each of the First Distribution and Second Distribution shall be made in Cash, without setoff or recoupment, and at the same time to (i) the Holder of the Class 2.2 Claim, and (ii) Holders of Allowed Class 5 Claims. A full-text copy of the Combined Disclosure and Plan dated October 11, 2021, is available at https://bit.ly/3mIixBf from Stretto, the claims agent. Counsel for the Debtor: CHIPMAN BROWN CICERO & COLE, LLP William E. Chipman, Jr. Robert A. Weber Mark D. Olivere Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Telephone: (302) 295-0191 Facsimile: (302) 295-0199 E-mail: chipman@chipmanbrown.com weber@chipmanbrown.com olivere@chipmanbrown.com About WB Supply WB Supply LLC is a privately held pipe and supply company based in Pampa, Texas. Founded in 1971, WB Supply has grown to more than a dozen locations in multiple states, including Texas, Oklahoma, and New Mexico. WB Supply sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10729) on April 20, 2021. At the time of filing, the Debtor had between $10 million and $50 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Chipman Brown Cicero & Cole, LLP as its legal counsel, Great American Global Partners, LLC as liquidation agent, and EHI, LLC, a division of KBF CPAS LLP, as restructuring advisor. EHI President Edward Hostmann serves as the Debtors chief restructuring officer. Stretto is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors case on April 29, 2021. The committee is represented by William A. Hazeltine, Esq. WEATHERFORD INTERNATIONAL: S&P Places 'CCC+' ICR on Watch Positive ------------------------------------------------------------------ S&P Global Ratings placed the 'CCC+' issuer credit rating on Ireland-based diversified oilfield services company Weatherford International PLC and all issue-level ratings on CreditWatch with positive implications, due to the potential lengthening of the company's maturity runway as well as continued improvement in credit measures. S&P said, "We assigned a 'CCC+' rating to the company's new unsecured notes due 2030, which will be issued by wholly-owned subsidiary Weatherford International Ltd. "We expect to resolve the CreditWatch placement over the next few weeks, and will likely raise the issuer credit rating on Weatherford by one notch to 'B-', the rating on its secured debt by one notch to 'B+', and the ratings on its unsecured debt (both existing and new) by one notch to 'B-'. "We have placed our issuer credit rating on Weatherford International PLC on CreditWatch with positive implications." The CreditWatch placement reflects the likelihood of an upgrade following the successful refinancing of a substantial portion of Weatherford's unsecured exit notes due 2024, which would both lengthen the company's maturity runway as well as demonstrate its improved ability to access the capital markets. In addition, credit measures continue to strengthen due to the recovery in demand for oilfield services, lower restructuring costs, and lower interest expense assuming the refinancing of Weatherford's 11% notes. The company has already called $200 million of the exit notes (to be funded with cash on hand) and expects to purchase another $1.5 billion with proceeds from the debt offering, which will bring the principal amount of debt due in 2024 down to about $400 million. Operating results continue to strengthen, supporting improvement in credit measures. The combination of improving oilfield services markets, lower restructuring and related costs, and lower interest expense following the refinancing of Weatherford's 11% notes should support improving financial measures and cash flow. Driven by increased demand for oilfield services, Weatherford disclosed that it expects third-quarter revenues to be up 4%-5% versus the second quarter of 2021, with adjusted EBITDA up more than 25% and cash flow from operations up more than 75%. S&P said, "We assigned a 'CCC+' issue-level rating and '3' recovery rating to the new $1.5 billion senior unsecured notes due 2030 and placed the ratings on CreditWatch with positive implications. "The '3' recovery rating reflects our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) of principal in the event of a payment default. "The positive CreditWatch placement reflects the likelihood of an upgrade of our issuer credit rating on Weatherford following a successful refinancing of a substantial portion of its $2.1 billion exit notes due 2024, which would both lengthen the company's maturity runway and demonstrate improved access to the capital markets, while credit measures continue to strengthen based on increasing demand for oilfield services and higher margins. "We expect to resolve the CreditWatch placement over the next few weeks and raise the issuer credit and debt ratings by one notch." WORLD OF DANCE: Continued Operations to Fund Plan Payments ---------------------------------------------------------- World of Dance Tour Inc., a California company, submitted a First Amended Chapter 11 Subchapter V Plan dated October 11, 2021. In 2019, the Debtor generated approximately $4.5 million in revenue, but revenues dropped by 85% in 2020. The Debtor determined in its reasonable business judgment that it was in the best interest of its estate to file this current bankruptcy case to preserve the going-concern value of its business in order to pay creditors over time. The Debtor has proposed this Plan to repay its creditors in accordance with the Plan's terms. Under this Plan, the Debtor proposes to (a) pay all of its net disposal income for three years in the projected amount of approximately $1.26 million to creditors holding allowed claims (administrative, priority and general unsecured) if Class 2 votes to reject the Plan; and (b) pay in full those very same administrative, priority and general unsecured creditors, in the approximate amount $1.36 million over five years, if Class 2 votes to accept the Plan. Clearly, under either scenario – consensual plan or non-consensual plan – the Plan provides at least as much, and indeed much more, to each creditor in Class 2 than they would receive in a chapter 7 liquidation, and therefore meets the requirements of the Best Interests of Creditors Interest Test. The statement of facts underlie the valuation of the Debtor's IP assets contained in the report of Metis Partners, the Debtor's independent IP valuation expert, dated June 1, 2021. The Metis Partners IP Valuation Report discusses all the risks related to the Debtor's revenues from Facebook. Metis determined based upon those risks that the value of the Debtor's IP, including its social media accounts, is between $171,000 and 221,000. The Metis IP valuation does not include the cost of sale, which the Debtor and Metis estimate will be $150,000. The Debtor's five year financial projections covering calendar years 2022 through 2026 show that (a) the Debtor projects to be able to pay approximately $1.26 million in net disposable income in the three years following the Effective Date, and (b) if Class 2 votes to accept the Plan, the Debtor could pay all administrative, priority and general unsecured claims in full based on the Debtor's estimate of allowed general unsecured claims of $1 million and administrative and priority claims of $355,000 and payment over five years. The Debtor's Plan will allow the business to survive and continue serving the dance community until live events return. The biggest threat to the Debtor's business remains the costly and time consuming litigation with Hassas. The Debtor seeks a full break with Hassas, in exchange for the payments proposed in the Plan. With the ability to reorganize through bankruptcy, the Debtor believes it will return to profitability in 2022, be able to make all Plan payments and bring back the hundreds of jobs that the Debtor's business creates. Class 1 consists of Non-Tax Pre-Petition Priority Claims. Three creditors holding Bankruptcy Code Section 507(a)(4) claims for unpaid wages filed proofs of claim, allowance of which is capped in each case at $13,360.00, or an aggregate allowable amount of $40,070.00 for Class 1. Under this Plan, Holders of those capped claims will be paid over the 12 months following the Effective Date. Class 2 consists of General Unsecured Claims. The creditors holding general unsecured claims constitute Class 2, including the amounts asserted. Allowed Class 2 claims will be paid as follows: * If Class 2 votes to reject the Plan, then payments to holders of Class 2 claims will be limited to the Debtor's net disposable income over the three year period after the Effective Date, less the amounts required to pay priority and administrative claims. The Debtor estimates it will have $1.26 million of net disposable income over that three year period. After payment of administrative and priority claims of approximately $355,000, that will leave approximately $900,000 to pay class 2 creditors, or approximately a 90% recovery on their claims (based on assumption that there are Class 2 claims in the amount of approximately $1 million). * If Class 2 votes to accept the Plan, then the Debtor will extend the Plan to a five year payment period, and pay Class 2 creditor claims in full. If Al Hassas votes to accept the Plan, and the Plan is confirmed, then the Debtor will stipulate to allowance of the Hassas $715,000 claim and the Debtor will withdraw any opposition thereto pending in the state courts or the Bankruptcy Court. If Hassas votes to reject the Plan, the Debtor will continue to contest the arbitration award and any state court confirmation in the State Court of Appeals, and will hold any Plan distributions Hassas would be entitled to in an escrow acceptable to the Bankruptcy Court pending a Final Order determining the amount and allowance of the Hassas Claim. Class 3 consists of Interest Holders. Interest holders are the parties who hold an ownership interest in the Debtor. In compliance with 11 U.S.C. § 1123(a)(6), the Debtor's charter and bylaws will be amended to provide for the inclusion of a provision prohibiting the issuance of nonvoting equity securities until all distributions are made under the Plan. Otherwise, the holders of Class 3 equity interests, Messrs. Gonzalez, McGuinn and Everitt, will retain their equity interests unimpaired by the Plan. Class 3 interest holders will receive no cash distributions on account of their equity interests until all plan payments are made. The Plan will be funded with the Debtor's cash on hand on the Plan Effective Date and continued business operations. A full-text copy of the First Amended Plan dated October 11, 2021, is available at https://bit.ly/3auGR48 from PacerMonitor.com at no charge. Attorneys for Debtor: STRADLING YOCCA CARLSON & RAUTH, P.C. Fred Neufeld Gregory K. Jones Tania Ingman 10100 N Santa Monica Blvd, Suite 1400 Los Angeles, CA 90067 Telephone: (424) 214-7000 Facsimile: (424) 214-7010 E-mail:fneufeld@sycr.com E-mail: gjones@stradlinglaw.com E-mail: tingman@sycr.com About World of Dance Tour Inc. World of Dance Tour Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-12963) on Oct. 23, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Theodor Albert oversees the case. Stradling Yocca Carlson & Rauth and Kahana & Feld LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. WR GRACE: Fitch Withdraws 'B+' IDR Amid Standard Industries Deal ---------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of W. R. Grace & Co. and W. R. Grace & Co. - Conn. to 'B+' from 'BB+' and removed the Rating Watch Negative. These actions follow the closing of the company's acquisition by Standard Industries Holdings. Subsequently, Fitch has withdrawn the ratings. A 'B+' rating level is consistent with the credit profile of the new issuer and filer of financial statements, W. R. Grace Holdings LLC (B+/Stable). Neither of the two subsidiaries at which the IDRs presently sit is the issuer of debt or the filer of statements. Fitch has withdrawn the ratings of W. R. Grace & Co. and W. R. Grace & Co. - Conn. as they are no longer considered by Fitch to be relevant to the agency's coverage because the entities are no longer issuing debt, and a de minimis amount of debt remains outstanding. KEY RATING DRIVERS Key Rating Drivers do not apply as the ratings have been withdrawn. RATING SENSITIVITIES Rating Sensitivities do not apply as the ratings have been withdrawn. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. ISSUER PROFILE W.R. Grace & Co. is a specialty chemicals company comprised of two business segments: Grace Catalysts Technologies and Grace Materials Technologies. Grace holds a leading position in over 80% of catalyst technologies products and is a worldwide leader in specialty silica gel. ESG CONSIDERATIONS Following the withdrawal of ratings for W. R. Grace & Co. and W. R. Grace & Co. - Conn, Fitch will no longer be providing the associated ESG Relevance Scores for these entities. 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. ZNB LLP: Seeks to Employ RLC Lawyers as Bankruptcy Counsel ---------------------------------------------------------- ZNB LLP seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire RLC Lawyers & Consultants to serve as legal counsel in its Chapter 11 case. The firm's services include: (a) providing legal advice in the continued possession and management of the Debtor's property; (b) preparing the Debtor's statement of financial affairs, bankruptcy schedules, statement of executory contracts, and other statements and schedules required by the Bankruptcy Code, Bankruptcy Rules, and Local Bankruptcy Rules; (c) representing the Debtor in any proceedings for relief from stay which may be instituted in the court; (d) representing the Debtor at any meetings of creditors convened pursuant to Section 341 of the Bankruptcy Code; (e) preparing legal papers, including disclosure statement and Chapter 11 plan; (f) representing the Debtor in collateral litigation; and (g) providing other necessary legal services. The firm's hourly rates are as follows: Senior Attorney $525 per hour Paralegal $200 per hour The Debtor paid $15,000 to the firm as a retainer fee. Tate Russak, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Tate M. Russak, Esq. RLC Lawyers & Consultants 7999 N. Federal Hwy., Suite 100A Boca Raton, FL 33487 Tel: 561-571-9610 Fax: 800-883-5692 Email: Tate@Russack.net About ZNB LLP ZNB LLP filed a petition for Chapter 11 protection (Bankr. D. Md. Case No. 21-16310) on Oct. 5, 2021, listing up to $50,000 in assets and up to $10 million in liabilities. Harry Kaiser, managing partner, signed the petition. Judge Thomas J. Catliota oversees the case. The Debtor tapped RLC PA Lawyers & Consultants as legal counsel. [*] 20 Biggest Bankruptcies in U.S. History ------------------------------------------- Morf Morford of Tacoma Daily Index presented the biggest bankruptcies in US history. From financial services to automobile manufacturers to hardware stores, you never know which industry will be blind-sided by economic twists or shifts in consumer demand. Or outright mismanagement. Hindsight is always 20-20 they say, and some of these, especially in the auto industry, were years in the making. Others, like the collapse of Seattle-based Washington Mutual, happened over a single weekend. Here are the 20 biggest bankruptcies in U.S. history, and what triggered them: Rank Company Year Assets ---- ------- ---- ------- 1 Lehman Brothers 2008 $691 billion (2008 financial crisis) 2 Washington Mutual 2008 $328 billion (2008 financial crisis) 3 Worldcom Inc. 2002 $104 billion (Accounting scandal 4 General Motors 2009 $82 billion (Massive debt) 5 CIT Group 2009 $71 billion (Credit crunch) 6 Pacific Gas 2019 $71 billion (Wildfires) 7 Enron 2001 $66 billion (Fraud) 8 Conseco 2002 $61 billion (Bad acquisition strategy) 9 MF Global 2011 $41 billion (European bonds) 10 Chrysler 2009 $39 billion (Massive debt) 11 Thornburg Mortgage 2009 $37 billion (Dropped mortgage values) 12 Pacific Gas 2001 $36 billion (Drought) 13 Texaco 1987 $35 billion (Contract dispute) 14 FCOA 1988 $34 billion (Savings and loan crisis) 15 Refco 2005 $33 billion (Accounting fraud) 16 IndyMac Bancorp 2008 $33 billion (Mortgage collapse) 17 Global Crossing 2002 $30 billion (Plummeting economy) 18 Bank of New England 1991 $30 billion (Bad loans) 19 General Growth 2009 $30 billion (Failed acquisitions) 20 Lyondell Chemical 2009 $27 billion (Decline in demand) The events and consequences relating to the The Great Recession of 2008-09 (loan defaults, illiquidity, and declining asset values) were enough to take down banks like Lehman Brothers and WaMu. The after effects – including a slumping global economy – and an imploding mortgage/real estate market – led to a second wave of bankruptcies for companies such as GM and Chrysler. In total, nine of the 20 biggest bankruptcies on the list occurred in the 2008-2009 span. Pacific Gas & Electric, a California company that is/was the nation's largest utility provider, has the dubious distinction of going bankrupt twice in the last 20 years. The first time, in 2001, resulted from a drought that limited hydro electricity generation, forcing the company to import electricity from outside sources at exorbitant prices. The second time, wildfires in their customer service area, were, it is alleged, caused by their equipment. [*] U.S. Bankruptcy Filings Sees to Rise in 2022 After 2021 Lull ---------------------------------------------------------------- Shoshy Ciment of Yahoo! Life reports that after a significant slowdown in 2021, U.S. corporate bankruptcies are likely to speed up in 2022, according to S&P Global Market Intelligence data. Thirty two companies began bankruptcy proceedings in September, down from 36 who began the process in August. Since January, there have been 334 corporate bankruptcy filings, which marks the lowest number of bankruptcy filings since 2010. Despite the dip in 2021, experts predict that 2022 will bring about a new wave of bankruptcies, as money from the federal stimulus and lenders begins to run out. Due to supply chain slowdowns and factory shutdowns, many retail companies will face inventory shortages during the crucial holiday season, which could make it difficult to reach revenue targets this year. The impact from the season could carry over to next year and incite a new wave of bankruptcy filings for vulnerable retailers. Experts predict that smaller companies will be more at risk than larger, public companies, due to their limited access to capital markets. In 2020, 633 companies filed for bankruptcy, marking the highest number of corporate bankruptcies since the financial crisis in 2010. Across retail, companies such as Century 21, Ascena, Francesca's, Lucky Brand, G-Star Raw, J.C. Penney, True Religion, and J. Crew were among those who entered bankruptcy proceedings in 2020, in part due to store shutdowns and other challenges from the coronavirus pandemic. In 2021, notable retail bankruptcies have included Sequential Brands Group, Global Brands USA, and Belk. Overall, the year has been marked by a large wave of store closures. As of Sept., major U.S. retailers had announced 4,844 store closures so far in 2021, compared to 2,191 closures last year, according to a report from Coresight Research. On top of the closures, the retail industry is experiencing a labor shortage. In June, 632,000 workers quit retail jobs. To attract new talent, companies such as Lululemon, Under Armour, Tapestry and more have announced wage increases in recent months. [*] U.S. Supreme Court Skips Review of "Equitable Mootness" ----------------------------------------------------------- Alex Wolf of Bloomberg Law reports that the U.S. Supreme Court declined to take up a bankruptcy law battle over a legal tool that judges increasingly use to block appeals from court-approved restructuring plans. The judicially created "equitable mootness" doctrine, which has been a controversy among practitioners for decades, recently has drawn heightened scrutiny following multiple federal appeals courts decisions' to turn down challenges arising out of corporate bankruptcy cases. The doctrine often is invoked by reorganizing companies -- and recognized by federal appeals courts -- to prevent parties from disturbing bankruptcy plans that already are being implemented. The judge-made doctrine dictates that once a company starts using the approved plan to restructure and make payments, undoing that process would be both difficult and unfair to both the debtor and other creditors. Federal courts often cite the doctrine of "equitable mootness" to deny appeals from creditors, the U.S. Trustee, or other parties to review bankruptcy plans that have been approved. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Estate of Betty Jean Morgan Bankr. N.D. Ga. Case No. 21-57419 Chapter 11 Petition filed October 4, 2021 In re Cynthia Rachael Garcia Bankr. C.D. Cal. Case No. 21-15289 Chapter 11 Petition filed October 6, 2021 In re JR Buys Houses, LLC Bankr. N.D. Cal. Case No. 21-41242 Chapter 11 Petition filed October 6, 2021 See https://www.pacermonitor.com/view/LYBZUOY/JR_Buys_Houses_LLC__canbke-21-41242__0001.0.pdf?mcid=tGE4TAMA represented by: Eric J. Gravel, Esq. LAW OFFICES OF ERIC J. GRAVEL E-mail: ctnotices@gmail.com In re James Ivan Staten, Jr. and Alexis R Staten Bankr. M.D. Fla. Case No. 21-05141 Chapter 11 Petition filed October 6, 2021 represented by: Joel M. Aresty, esq. In re Baylor Portfolio LLC Bankr. D. Md. Case No. 21-16311 Chapter 11 Petition filed October 6, 2021 See https://www.pacermonitor.com/view/UQAH2UY/Baylor_Portfolio_LLC__mdbke-21-16311__0001.0.pdf?mcid=tGE4TAMA represented by: William H. Jackson, Esq. LAW OFFICE OF WILLIAM H. JACKSON E-mail: davejaxson@yahoo.com In re Lilli's 200 West 57th Corporation Bankr. E.D.N.Y. Case No. 21-42555 Chapter 11 Petition filed October 7, 2021 See https://www.pacermonitor.com/view/Q3UL5VI/LILLIS_200_WEST_57TH_CORPORATION__nyebke-21-42555__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: lmorrison@m-t-law.com In re Yefim Morchik Bankr. E.D.N.Y. Case No. 21-42543 Chapter 11 Petition filed October 6, 2021 represented by: Alla Kachan, Esq. In re Lauterbach Dental Lab, Inc. Bankr. W.D. Pa. Case No. 21-22189 Chapter 11 Petition filed October 6, 2021 See https://www.pacermonitor.com/view/YK7JNMI/Lauterbach_Dental_Lab_Inc__pawbke-21-22189__0001.0.pdf?mcid=tGE4TAMA represented by: Dennis Spyra, Esq. DENNIS J. SPYRA & ASSOCIATES E-mail: attorneyspyra@dennisspyra.com In re Manny's Mexican Cocina, Inc. Bankr. W.D. Wisc. Case No. 21-12059 Chapter 11 Petition filed October 6, 2021 See https://www.pacermonitor.com/view/HIJ224I/Mannys_Mexican_Cocina_Inc_La_Crosse__wiwbke-21-12059__0001.0.pdf?mcid=tGE4TAMA represented by: Galen W. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC E-mail: Info@PittmanandPittman.com In re Baltimore Harlem Park Investment LLC Bankr. D.D.C. Case No. 21-00249 Chapter 11 Petition filed October 7, 2021 See https://www.pacermonitor.com/view/N6OM4FY/Baltimore_Harlem_Park_Investment__dcbke-21-00249__0001.0.pdf?mcid=tGE4TAMA represented by: Maurice VerStandig, Esq. THE BELMONT FIRM E-mail: mac@dcbankruptcy.com In re Brainy Apps, LLC Bankr. S.D. Fla. Case No. 21-19692 Chapter 11 Petition filed October 7, 2021 See https://www.pacermonitor.com/view/7S32NZA/Brainy_Apps_LLC__flsbke-21-19692__0001.0.pdf?mcid=tGE4TAMA represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Bradbury Logistics & Services, LLC Bankr. M.D. Ga. Case No. 21-50923 Chapter 11 Petition filed October 7, 2021 See https://www.pacermonitor.com/view/Z3DQKMY/Bradbury_Logistics__Services__gambke-21-50923__0001.0.pdf?mcid=tGE4TAMA represented by: Wesley J. Boyer, Esq. BOYER TERRY LLC E-mail: Wes@BoyerTerry.com In re Keaven L. Dottery and Sandra P. Dottery Bankr. N.D. Ga. Case No. 21-57546 Chapter 11 Petition filed October 7, 2021 represented by: William Rountree, Esq. ROUNTREE LEITMAN & KLEIN, LLC In re 1711 East 15 Street, LLC Bankr. E.D.N.Y. Case No. 21-42546 Chapter 11 Petition filed October 7, 2021 See https://www.pacermonitor.com/view/QWI2ESI/1711_East_15_Street_LLC__nyebke-21-42546__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re 792 Restaurant Food Corporation Bankr. E.D.N.Y. Case No. 21-42556 Chapter 11 Petition filed October 7, 2021 See https://www.pacermonitor.com/view/6BCBPPQ/792_RESTAURANT_FOOD_CORPORATION__nyebke-21-42556__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM PLLC E-mail: lmorrison@m-t-law.com In re Darby Cabinetry Bankr. M.D. Fla. Case No. 21-01355 Chapter 11 Petition filed October 8, 2021 See https://www.pacermonitor.com/view/LS6HWGI/Darby_Cabinetry__flmbke-21-01355__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey Lampley, Esq. LAMPLEY LAW OFFICE E-mail: jlampley@lampleylaw.com In re Christina Reiling Breiter Bankr. D. Mass. Case No. 21-11467 Chapter 11 Petition filed October 8, 2021 represented by: Gary Cruickshank, Esq. In re Richard A. Garst Bankr. E.D. Mich. Case No. 21-48017 Chapter 11 Petition filed October 8, 2021 represented by: John Lange, Esq. In re Wladis Management Co. Ltd. Bankr. E.D.N.Y. Case No. 21-42563 Chapter 11 Petition filed October 8, 2021 See https://www.pacermonitor.com/view/FWOX4GA/Wladis_Management_Co_Ltd__nyebke-21-42563__0001.0.pdf?mcid=tGE4TAMA represented by: Lawrence F. Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: info@m-t-law.com In re Olegna Fuschi Bankr. S.D.N.Y. Case No. 21-11756 Chapter 11 Petition filed October 8, 2021 In re Bolt Diesel Services Inc. Bankr. W.D. Tex. Case No. 21-70150 Chapter 11 Petition filed October 8, 2021 See https://www.pacermonitor.com/view/DFDYVPA/Bolt_Diesel_Services_Inc__txwbke-21-70150__0001.0.pdf?mcid=tGE4TAMA represented by: Robert Chamless Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com In re HireClub.com, Inc. Bankr. N.D. Cal. Case No. 21-30694 Chapter 11 Petition filed October 11, 2021 See https://www.pacermonitor.com/view/OV5Z4YI/HireClubcom_Inc__canbke-21-30694__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC E-mail: info@belvederelegal.com In re Sunil K Vethody and Bindu B. Vethody Bankr. N.D. Cal. Case No. 21-51291 Chapter 11 Petition filed October 11, 2021 represented by: Michael Berger, Esq. In re Burning Hollow, LLC Bankr. D. Del. Case No. 21-11327 Chapter 11 Petition filed October 11, 2021 See https://www.pacermonitor.com/view/O7EWLSA/Burning_Hollow_LLC__debke-21-11327__0001.0.pdf?mcid=tGE4TAMA represented by: Ronald S. Gellert, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC E-mail: rgellert@gsbblaw.com In re Orna Shaposhnik Bankr. C.D. Cal. Case No. 21-11669 Chapter 11 Petition filed October 12, 2021 represented by: Julie Cetulio, Esq. In re Rhonda E. Reynolds Bankr. C.D. Cal. Case No. 21-17874 Chapter 11 Petition filed October 12, 2021 represented by: Thomas Ure, Esq. In re JayBeezs Tree Services LLC Bankr. M.D. Fla. Case No. 21-05231 Chapter 11 Petition filed October 12, 2021 See https://www.pacermonitor.com/view/FXSZ6PQ/JayBeezs_Tree_Services_LLC__flmbke-21-05231__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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