/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/211215.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 15, 2021, Vol. 25, No. 348 Headlines 122 STATE STREET: Taps Burse Surveying and Engineering as Surveyor ACCURIDE CORP: S&P Affirms 'CCC+' ICR, Outlook Negative AFFILIATED PHYSICIANS: Judge Denies Bid to Appoint Committee AFFILIATED PHYSICIANS: Seeks to Approve Aetna Stipulation ALL YEAR HOLDINGS: Case Summary & 9 Unsecured Creditors AMC ENTERTAINMENT: CEO Adam Aron Sells $9.65 Million More Shares APP HOLDCO: S&P Lowers ICR to 'CCC-', On CreditWatch Negative AR TEXTILES: Staple Cotton Says Plan Not Feasible ARIZONA AIRCRAFT: Jan. 20, 2022 Disclosure Hearing Set ARIZONA AIRCRAFT: Seeks to Hire Premier Sales Inc. to Sell Business ARIZONA AIRCRAFT: Taps Commercial Property Connect as Broker ARIZONA AIRCRAFT: Wells Fargo Says Amended Plan Still Not Feasible AVERY COMMERCIAL: Reaches Settlement with GWB on Claims Treatment B & M REALTY: Has Until Jan. 31 to File Plan & Disclosures B & M REALTY: Hutchens Law Firm Represents 2 Investors BASIC ENERGY: Seeks to Hire Province LLC as Financial Advisor BEECH INTERNATIONAL: S&P Lowers ICR to 'BB+', Outlook Negative BITNILE HOLDINGS: Completes Name Change BITNILE HOLDINGS: Unit Closes Series A Investment in Earnity Inc. BOY SCOUTS: Massey Law Firm Represents Abuse Survivor CALERES INC: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable CARLSON TRAVEL: Seeks to Hire AlixPartners as Financial Advisor CARLSON TRAVEL: Seeks to Hire Houlihan as Investment Banker CARLSON TRAVEL: Seeks to Hire Jackson Walker as Conflicts Counsel CARLSON TRAVEL: Taps Kirkland & Ellis as Bankruptcy Counsel CARLSON TRAVEL: Taps Shearman & Sterling as Special Counsel CBAK ENERGY: Files Certificate of Amendment to Issue 10M Shares CE ELECTRICAL: People's United Bank Says Plan Unconfirmable CENTRAL BASIN: S&P Raises 2018 Revenue Bonds Rating to 'BB' CENTRAL FREIGHT LINES: Closes Abruptly Due to Mounting Debt CHF COLLEGIATE: S&P Affirms 'BB+' Rating on 2014A Revenue Bonds CVR ENERGY: Fitch Affirms 'BB-' LT IDR & Alters Outlook to Stable DESERT VALLEY: Disclosure Inadequate, Atlas Residential Says DIOCESE OF CAMDEN: Objects to Voting Record Date, Trustee Says EAGLE HOSPITALITY GROUP: Investors Get Contempt Sanctions EVERGREEN I ASSOCIATES: Jan. 18, 2022 Disclosure Hearing Set FIRST BRANDS: Fitch Rates Proposed $200MM Incremental Loan 'BB+' FLIX BREWHOUSE: Unsecureds to Recover 100% in Subchapter V Plan GAIA INTERACTIVE: Cathay Agrees to Offer Unsecureds $25K Carveout GENUINE FINANCIAL: S&P Raises ICR to 'B' Following Debt Repayment GRUPO AEROMEXICO: Wins Approval to Solicit Plan Votes GRUPO POSADAS: Joint Prepackaged Plan Confirmed by Judge INSTANT BRANDS: S&P Alters Outlook to Negative, Affirms 'B' ICR INTELSAT SA: Fraud Allegation by Jackson Creditors in Bankruptcy INTELSAT SA: Lines Up $7.8 Billion Loan for Bankruptcy Exit IRON MOUNTAIN: S&P Alters Outlook to Stable, Affirms 'BB-' ICR ITT HOLDINGS: Fitch Withdraws BB+ Issuer Default Rating MALLINCKRODT PLC: $1.75-Bil. Plan Deal Is Reasonable, Say Witnesses MENUCHA ENTERPRISE: Updates Cost Fund Secured Claim Pay Details MEYRANS 3 INC: Jan. 6 Hearing on Disclosure Statement MLK BRYANT: Case Summary & 6 Unsecured Creditors NATIONAL RIFLE: NY Judge Expresses Skepticism on Dissolution NORTHERN MARIANAS CPA: Fitch Affirms 'B+' Rating on 1998A Bonds NORTHERN OIL: COO Adam Dirlam Promoted to President NUVERRA ENVIRONMENTAL: To be Acquired by Select Energy ONDAS HOLDINGS: Appoints Derek Reisfield as President PB-6 LLC: Says Plan Disclosures Adequate POWER SOLUTIONS: To File Supplement to Form S-3 Prospectus PWM PROPERTY: Seeks to Hire Houlihan Lokey as Investment Banker REALPAGE INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable REDWOOD EMPIRE: Responds to PPB, S&K Disclosure Objections RIVERBED TECHNOLOGY: Davis Polk Advised Lenders on Restructuring ROCHELLE HOLDINGS: Taps Ewald to Auction Apopka Property RVT INC: Deadline for Amended Plan Extended to Feb. 28 SK INVICTUS II: Fitch Lowers LongTerm IDR to 'B', Outlook Stable TENTLOGIX INC: Court Approves Disclosure Statement THREESQUARE LLC: Feb. 9, 2022 Plan Confirmation Hearing Set TOPPS COMPANY: Moody's Withdraws 'B2' Corporate Family Rating TWINS SPECIAL: Feb. 4, 2022 Plan Confirmation Hearing Set TYNDALL PARKWAY: Unsecured Claims Unimpaired in Sale Plan U.S. TOBACCO: Disclosure Hearing Continued to Feb. 8 WC 717 N HARDWOOD: Asurity Notes of $20 Million Cure Claims [*] FTI Consulting Enters Into Agreement to Acquire BOLD [*] Judge Shelley Chapman to Retire from Southern District Bench ********* 122 STATE STREET: Taps Burse Surveying and Engineering as Surveyor ------------------------------------------------------------------ 122 State Street Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Burse Surveying and Engineering, Inc. as surveyor. The firm's services include providing the Debtor with an ALTA/NSPS Land Title Survey map that includes legal description of its commercial real property and location of recorded easements. The firm will be paid between $3,000 and $3,250. Michelle Burse, the firm's surveyor 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: Michelle L. Burse Burse Surveying and Engineering, Inc. 2801 International Lane, Suite 101 Madison, WI 53704 Tel.: (608) 250-9263 Fax: (608) 250-9266 Email: mburse@bse-inc.net About 122 State Street Group 122 State Street Group, LLC filed a voluntary petition for relief Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 21-11567) on July 26, 2021, listing as much as $10 million in both assets and liabilities. Harold Langhammer, authorized member, signed the petition. Judge Catherine J. Furay oversees the case. Kristin J. Sederholm, Esq., at Krekeler Strother, SC, serves as the Debtor's legal counsel. ACCURIDE CORP: S&P Affirms 'CCC+' ICR, Outlook Negative ------------------------------------------------------- S&P Global Ratings affirmed all ratings including its 'CCC+' issuer credit rating on Evansville, Ind.-based Accuride Corp. to reflect its high leverage, less than adequate liquidity, and its expectation that it will continue to generate negative FOCF through 2022. S&P said, "The negative outlook reflects our view that the company's capital structure is unsustainable given its high debt leverage and our forecast for negative FOCF through 2022. "We expect Accuride's operating results to gradually improve due to an increase in commercial vehicle production in 2022, though we anticipate higher commodity costs and continued supply chain bottlenecks will pressure its near-term operating results. Commercial vehicle demand has continued to recover from its pandemic-depressed 2020 levels in both North America and Europe, which is reflected by the higher volume of commercial vehicle registrations in both regions. Accuride's revenue has improved sequentially each quarter in 2021 due to the higher demand for commercial vehicles. However, rising demand for some of the company's key supply chain inputs, such as steel and aluminum, have led to increased prices for these commodities. In some cases, Accuride has been able to raise the prices of its finished goods to offset the increased commodity costs. However, in other cases, this has led to a reduction in the company's margin. While we expect its operating results will continue to gradually improve, we believe that Accuride's financial leverage will remain above 10x and its FOCF will stay negative in 2022. "We expect Accuride to complete the restructuring of its European operations in the near future. The company continues to execute on the multi-year restructuring of its European operations. We believe that Accuride will complete the majority of the restructuring over the next few quarters, which will likely support its ability to improve its operating results. "Accuride faces upcoming maturities in 2023 which may limit liquidity. The company completed sale-leaseback transactions earlier this year that S&P Global Ratings estimates provided it with $60 million-$70 million of proceeds to support its liquidity. We also forecast that its working capital absorption, which has been a large draw on its cash in 2021, will improve next year. Nevertheless, we expect that Accuride's operating cash flow will be limited and that its FOCF will remain negative. The company has access to an asset-based lending (ABL) facility and its increasing working capital will support an expansion in its borrowing capacity, though its covenant compliance remains tight. Accuride also faces upcoming debt maturities, including its ABL facility and term loan, which mature in February 2023 and November 2023, respectively. We view addressing these maturities as necessary for the company to maintain its liquidity. "The negative outlook on Accuride reflects our expectation that its leverage will remain elevated and FOCF will stay negative through 2022. We also note that the company faces the maturities of its ABL facility and term loan in 2023, which it may face challenges in refinancing. "Over the next 12 months, we could lower our rating on Accuride if we believe its liquidity is constrained, a default is inevitable, or it fails to refinance its maturing debt. We also could lower our rating if the company enters into a debt restructuring that we view as tantamount to a default. "We could raise our rating on Accuride during the next 12 months if it generates consistent positive FOCF, reduces its debt leverage below 7x on a sustained basis, and addresses its upcoming maturities. Such a scenario could occur if the company benefits from improving business conditions, including robust volumes and moderating raw material cost inflation and supply chain constraints." AFFILIATED PHYSICIANS: Judge Denies Bid to Appoint Committee ------------------------------------------------------------ Judge Michael Kaplan of the U.S. Bankruptcy Court for the District of New Jersey denied the motion filed by Nissenbaum Law Group, LLC and Gary Nissenbaum, Esq., to appoint an official committee of unsecured creditors in the Chapter 11 case of Affiliated Physicians and Employers Master Trust. Nissenbaum Law Group and Mr. Nissenbaum are both creditors of Affiliated Physicians. About Affiliated Physicians and Employers Master Trust Affiliated Physicians and Employers Master Trust (doing business as Members Health Plan NJ) sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 21-14286) on May 24, 2021. Lawrence Downs, chairman of Affiliated Physicians, signed the petition. In the petition, the Debtor disclosed total assets of $6,303,036 and total liabilities of $1,726,938. Judge Michael B. Kaplan oversees the case. Genova Burns, LLC serves as the Debtor's legal counsel and Withumsmith + Brown, PC as its accountant. Concord Management Resources, LLC, is the administrative service manager. AFFILIATED PHYSICIANS: Seeks to Approve Aetna Stipulation --------------------------------------------------------- Affiliated Physicians and Employers Master Trust d/b/a Member Health Plan NJ ("APEMT") submitted a Second Amended Small Business Plan of Orderly Liquidation dated Dec. 09, 2021. As of this filing, the Debtor has $0.00 in outstanding claim funding obligations to Aetna. The Debtor has $3,398,479 (as of December 7, 2021) in its bank accounts, future rebates available to offset Aetna claim funding requests, and $1,402,131.36 in amounts due from reinsurers. In addition, Debtor has $11,765,287 in member receivables (comprised of delinquent premiums and unpaid assessments). On August 5, 2021, the Debtor moved to expand the scope of the Sub V Trustee's powers. The Court granted the Debtor's motion by order entered November 15, 2021 (the "Sub V Trustee Order"). The Sub V Trustee Order authorizes the Sub V Trustee to review available documents and records from the past 6 years (the "Evaluation Period") in order to assess the impact that the COVID-19 pandemic had on claims costs, as well as evaluate non-COVID-19 claim costs. Furthermore, the Sub V Trustee is authorized to investigate the Debtor's actuarial professional's rating methodology for the Examination Period. Finally, the Sub V Trustee is authorized to review the Debtor's administrative expenses for the Examination Period. On or about Nov. 24, 2021, the Debtor and Aetna documented an agreement stipulating to Aetna's role as a third-party claims administrator, the parties' reciprocal continuing obligations pursuant to the Aetna MSA, and accommodations through the Outside Date (the "Aetna Stipulation"). The Debtor's motion to approve the Aetna Stipulation is pending a hearing scheduled for December 16th. Class 1 consists of General Unsecured Claims. The Debtor will pay all Allowed General Unsecured Claims in accordance with, but no later than the later of: (i) the Effective Date of Plan; (ii) on a date mutually agreed upon between the Debtor and the creditor; (iii) the entry of a final order allowing the claim; or (iv) after collection of the assessment and any outstanding health care fees, and payment of all adjudicated Medical and Pharmacy Claims in the ordinary course. The vast majority of proofs of claim filed are attributable to pending Medical Claims. This Plan provides for the full payment of all Medical Claims in the ordinary course. While the Debtor generally acknowledges responsibility for all Medical and Pharmacy Claims, until the Debtor's third-party claims administrator adjudicates those claims, the Debtor cannot know which claims are authorized. Upon funding all Batches of adjudicated Medical Claims, as well as all Pharmacy Claims, in accordance with the Debtor's agreement with Aetna, most of the obligations underlying the filed proofs of claim will have been resolved. Notwithstanding, the Debtor reserves the right to object to any scheduled or filed proofs of claim. The Wind Down provides for the termination of all coverage no later than the Coverage End Date (December 31, 2021). The Wind Down and the Plan will be funded by enrolled member health care fees, as well as assessments of current and former members enrolled as early as January 1, 2020. Pursuant to N.J.S.A. 17B:27C-7 (d), member assessments shall cover all incurred but unpaid medical claims and all projected medical claims, together with the costs and expenses of collecting the assessments, a reasonable loading factor for uncollected assessments and the costs and expenses of the Wind Down and Plan. As such, upon receipt of the respective health care fees and assessments, the Debtor anticipates that all creditors and claims will be paid in full. The Debtor believes that it will have enough cash on hand, upon collection of any assessment and health care fees, to pay all Administrative Expenses, Priority Tax Claims, professional fees, and Allowed Claims. The Bankruptcy Court has scheduled January 13, 2022 at 10: A.M. as the hearing on confirmation of the Plan. In addition, objections to confirmation of the Plan must be filed by January 6, 2022. A full-text copy of the Second Amended Plan dated Dec. 9, 2021, is available at https://bit.ly/3GCmWy1 from PacerMonitor.com at no charge. Counsel for the Debtor: Daniel M. Stolz, Esq. Donald W. Clarke, Esq. Genova Burns LLC 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Telephone: (973) 467-2700 Facsimile: (973) 467-8126 About Affiliated Physicians and Employers Master Trust Affiliated Physicians and Employers Master Trust (doing business as Members Health Plan NJ) sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 21-14286) on May 24, 2021. Lawrence Downs, chairman of Affiliated Physicians, signed the petition. In the petition, the Debtor disclosed total assets of $6,303,036 and total liabilities of $1,726,938. Judge Michael B. Kaplan oversees the case. Genova Burns, LLC and Withumsmith + Brown, PC serve as the Debtor's legal counsel and accountant, respectively. Concord Management Resources, LLC, is the administrative service manager. ALL YEAR HOLDINGS: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Debtor: All Year Holdings Limited 199 Lee Avenue, Suite 693 Brooklyn, New York 11211 Business Description: All Year Holdings Limited, founded in 2014 as a British Virgin Islands Company, operates as a holding company that, through its direct and indirect subsidiaries, focuses on the development, construction, acquisition, leasing and management of residential and commercial income producing properties in Brooklyn, New York. The Company's portfo lio includes approximately 1,648 residential units and 69 commercial units in Bushwick, Williamsburg, and Bedford-Stuyvesant. Chapter 11 Petition Date: December 14, 2021 Court: United States Bankruptcy Court Southern District of New York Case No.: 21-12051 Judge: Hon. Martin Glenn Debtor's Counsel: Gary T. Holtzer, Esq. Matthew P. Goren, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Email: gary.holtzer@weil.com Estimated Assets (on a consolidated basis): $1 billion to $10 billion Estimated Liabilities (on a consolidated): $1 billion to $10 billion The petition was signed by Assaf Ravid, chief executive officer and chief restructuring officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZHFIYBQ/All_Year_Holdings_Limited__nysbke-21-12051__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Mishmeret Trust Company Ltd. Series D $181,525,965 Of 48 Derech Menachem Begin Debentures Tel Aviv-Yafo, Israel 6618003 Attn: Michael Friedman, Esq. Tel: +1 212 655 2508 Fax: +1 212 697 7210 Email: friedman@chapman.com 2. Mishmeret Trust Company Ltd. Series B $141,941,824 Of 48 Derech Menachem Begin Debentures Tel Aviv-Yafo, Israel 6618003 Attn: Michael Friedman, Esq. Tel: +1 212 655 2508 Fax: +1 212 697 7210 Email: friedman@chapman.com 3. Mishmeret Trust Company Ltd. Series E $34,322,174 Of 48 Derech Menachem Begin Debentures Tel Aviv-Yafo, Israel 6618003 Attn: Michael Friedman, Esq. Tel: +1 212 655 2508 Fax: +1 212 697 7210 Email: friedman@chapman.com 4. Mishmeret Trust Company Ltd. Series C $206,903,215 Of 48 Derech Menachem Begin Debentures Tel Aviv-Yafo, Israel 6618003 Attn: Michael Friedman, Esq. Tel: +1 212 655 2508 Fax: +1 212 697 7210 Email: friedman@chapman.com 5. Downtown Capital Partners, LLC Preferred $56,900,000 360 Hamilton Avenue, Suite 1110 Equity White Plains, New York 10601 Guaranty Attn.: Frank Reddick Tel: +1 310 728 3204 Fax: +1 310 229 1001 Email: freddick@akingump.com 6. DCP Kings Point LLC Mezzanine $3,600,000 360 Hamilton Avenue, Suite 1110 Loan Guaranty White Plains, New York 10601 Attn.: Frank Reddick Tel: +1 310 728 3204 Fax: +1 310 229 1001 Email: freddick@akingump.com 7. Taz Partners LLC Confession $37,870,000 22 Pleasant Ridge Road of Judgment Spring Valley, New York 10977 Attn: Ira Lipsius Tel: +1 212 981 8442 Email: iral@lipsiuslaw.com 8. MREF REIT Lender 9 LLC Claims Related Unknown 60 Columbus Circle, 20th Floor to Mezzanine New York, NY 10023 Loan Attn.: Kizzy L. Jarashow Tel: +1 212 459 7338 Email: kjarashow@goodwinlaw.com 9. Blank Rome LLP Legal Fees Unknown 1271 Avenue of the Americas New York, New York 10020 Attn.: Stephen E. Tisman Tel: +1 212 885 5581 Email: stisman@blankrome.com AMC ENTERTAINMENT: CEO Adam Aron Sells $9.65 Million More Shares ---------------------------------------------------------------- Brian Eckhouse of Bloomberg News reports that Adam Aron, chief executive officer of AMC Entertainment Holdings Inc., sold another $9.65 million in shares of the meme-driven theater stock, following sales that he had said were prudent for estate planning. Aron, who has led the struggling movie-theater chain since 2016, sold 312,500 shares on Dec. 7 for $30.867, according to a regulatory filing Thursday after markets closed. That followed recent sales valued at more than $25 million. AMC shares erased a 4.6% drop to trade little changed at $29.46 as of 8:21 a.m. in New York before Friday's, December 10. 2021. session. About AMC Entertainment Holdings AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC was forced to shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October 2020 filing that liquidity will be largely depleted by the end of 2020 or early 2021 if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. APP HOLDCO: S&P Lowers ICR to 'CCC-', On CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings downgraded the preliminary issuer credit rating of emergency medicine provider APP Holdco LLC to 'CCC-' from 'B-' and placed the ratings on CreditWatch with negative implications. S&P said, "The downgrade and negative CreditWatch reflect our view that credit quality has weakened due to the lack of resolution to the company's debt maturities, and our view that the risk of a near-term default or distressed transaction is high until the maturities are addressed. "We have subsequently withdrawn all preliminary issuer and issue-level ratings since the proposed debt package did not close. "The downgrade to 'CCC-' reflects our view that near-term default risk is high given the company's debt maturities. The company launched an attempted refinancing last month to address its imminent maturities, comprised of about $472 million debt maturing on Dec. 21, 2021. The company has subsequently pulled that deal off the market in order to pursue alternative resolutions, but the near-term debt maturity remains outstanding at this time. "Following the downgrade we have subsequently withdrawn all ratings since the proposed debt package did not close." AR TEXTILES: Staple Cotton Says Plan Not Feasible ------------------------------------------------- Staple Cotton Cooperative Association objects to approval of the Disclosure Statement and confirmation of the Plan of Reorganization filed by Debtor AR Textiles, Ltd. Staple Cotton claims that the Plan is based on the Debtor resuming operations in March or April of 2022. To do so, the Debtor must complete the items listed; yet there is no disclosure or any information on how this Debtor, which has not operated since March of 2020, will accomplish such items. Specifically: * First, the Debtor requires funds to fix its roof before it can re-commence operations. See Disclosure Statement at p. 21. The Disclosure Statement contains no estimate of how much this will cost, or the source of such funds, other than to-be-arranged post petition financing. Id. This is inadequate disclosure for a sine qua non to resume operations (and also renders the Plan not feasible). * Second, the Debtor's assumptions contemplate $250,000 worth of inventory at the resumption of its operations in March or April of 2022. See Disclosure Statement at Exhibit 3, p. 2 (showing inventory of $250,000 on the balance sheet for the first month of operations). The Debtor does not disclose how it will acquire funds to build up its inventory or other raw materials in order to start production. * Third, the Debtor will emerge from bankruptcy with $1,000 on its balance sheet. There is no disclosure from the Debtor as to how it will fund its losses; if the Debtor is to obtain exit financing or a new equity infusion, it should disclose the party providing it, and the terms, and those should be built into the projections, so that creditors will know if the Debtor can sustain operations with the burden of new money. * Finally, while this is not essential for operations, there is another matter the Debtor says it will do – but for which it has no funds. Specifically, the Debtor assumes that it will continue in its lawsuit against its insurer and broker, referred to as the "Insurance Litigation. " There has been amble time for the Debtor to obtain financing for this lawsuit, or litigation funding. Yet nothing in the Disclosure Statement indicates that the Debtor will have any money for this action. Staple Cotton asserts that the Debtor should add factual information, key assumptions supporting the projections, explanations as to why various figures are increasing or decreasing each month or year, and then should build a budget based on updated expected monthly expenses, and not use data that pre-dates COVID19, some of which will be as much as three years old by the time any plan can go effective. Staple Cotton further asserts that the Plan is not feasible, and is likely to be followed by the need for further rehabilitation. Once the Debtor discloses the terms and amounts of its proposed post-effective date new equity or financing (or combination of both) in order to fund the rest of this case, fund roof repairs, fund operating losses, fund litigation (against its insurer and the USDA), fund cure amounts that might be due under its "executory contract" with the USDA, fund the purchase of inventory and other working capital and the like, then creditors can respond accordingly as to whether the Plan is feasible. StaplCotn's claim is in Class 9. See Disclosure Statement at Exhibit 1, page 1. StaplCotn has voted against the Plan. Class 9, when excluding the insider AR International Holding, Ltd., consists of $4.972 million, and StaplCotn expects Class 9 will vote to reject the Plan when excluding the vote of the insider AR International Holding, Ltd. Finally, the Disclosure Statement is completely bereft of any efforts by the Debtor to market their assets at all. The Disclosure Statement simply states that any other bids must be submitted, see Disclosure Statement at p. 23, but this is no substitute for an adequate market check to support a new value plan. A full-text copy of Staple Cotton's objection dated Dec. 9, 2021, is available at https://bit.ly/3DMxHvJ from PacerMonitor.com at no charge. Attorneys for Staple Cotton Cooperative: Charles N. Anderson, Jr. NC State Bar No. 13396 ELLIS & WINTERS LLP Post Office Box 33550 Raleigh, North Carolina 27636 Telephone: (919) 865-7000 Facsimile: (919) 865-7010 E-mail: chuck.anderson@elliswinters.com Mark I. Duedall BRYAN CAVE LEIGHTON PAISNER LLP One Atlantic Center - Fourteenth Floor 1201 W. Peachtree Street, NW Atlanta, Georgia 30309-3488 Telephone: (404) 572-6600 Facsimile: (404) 572-6999 E-mail: Mark.Duedall@bclplaw.com About AR Textiles Robersonville, N.C.-based AR Textiles Ltd. filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 21-01441) on June 28, 2021. In the petition signed by Pasqual Alles, vice president, the Debtor disclosed $5,744,986 in assets and $22,227,509 in liabilities. Judge David M. Warren oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC is the Debtor's legal counsel. ARIZONA AIRCRAFT: Jan. 20, 2022 Disclosure Hearing Set ------------------------------------------------------ Judge Daniel P. Collins has entered an order within which Jan. 20, 2022, at 10:00 a.m. will be the hearing to consider the approval of the Disclosure Statement filed by Debtor Arizona Aircraft Painting, LLC. In addition, January 13, 2022 is the deadline for any party desiring to object to the approval of the Disclosure Statement to file a written objection with the Court. A copy of the order dated Dec. 10, 2021, is available at https://bit.ly/3EU9Bk4 from PacerMonitor.com at no charge. Attorneys for the Debtor: MARTIN J. MCCUE PATRICK F. KEERY KEERY MCCUE, PLLC 6803 EAST MAIN STREET, SUITE 1116 SCOTTSDALE, AZ 85251 TEL. (480) 478-0709 FAX (480) 478-0787 E-mail: MJM@KEERYMCCUE.COM PFK@KEERYMCCUE.COM About Arizona Aircraft Painting Arizona Aircraft Painting, LLC specializes in aerospace performance coatings. It also offers design services, interior refurbishment, vortex generators, aircraft cleaning and detailing services, and window replacement services. Arizona Aircraft Painting operates out of a 10,000-square-foot facility in Mesa, Arizona. Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-05477) on May 3, 2019. In the petition signed by Steven Head, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Daniel P. Collins oversees the case. Keery McCue, PLLC serves as the Debtor's bankruptcy counsel. Wells Fargo Bank, N.A., secured creditor, is represented by its counsel, Engelman Berger, PC. ARIZONA AIRCRAFT: Seeks to Hire Premier Sales Inc. to Sell Business ------------------------------------------------------------------- Arizona Aircraft Painting, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Premier Sales, Inc., an Arizona corporation to act as its exclusive broker. The Debtor intends to sell its business and requires a broker to list its business for sale, negotiate with buyers and exercise efforts to obtain a sale. The business will initially be listed at $250,000. The broker's commissions will be at a rate of the greater of the sum of 10 percent of the contracted gross sales price or $25,000. As disclosed in court filings, Premier Sales is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Diane T. Thomas Premier Sales, Inc. 8777 E Via De Ventura Ste 175 Scottsdale, AZ, 85258-3368 Phone: (480) 905-9030 About Arizona Aircraft Painting Arizona Aircraft Painting, LLC specializes in aerospace performance coatings. It also offers design services, interior refurbishment, vortex generators, aircraft cleaning and detailing services, and window replacement services. Arizona Aircraft Painting operates out of a 10,000-square-foot facility in Mesa, Ariz. Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-05477) on May 3, 2019, listing up to $10 million in assets and up to $1 million in liabilities. Judge Daniel P. Collins oversees the case. Keery McCue, PLLC serves as the Debtor's bankruptcy counsel. Wells Fargo Bank, N.A., secured creditor, is represented by its counsel, Engelman Berger, PC. ARIZONA AIRCRAFT: Taps Commercial Property Connect as Broker ------------------------------------------------------------ Arizona Aircraft Painting, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Commercial Property Connect, LLC as its exclusive broker in connection with the sale of its commercial property located at 4911 E. Falcon Drive, Mesa, Ariz. The broker will get a commission of 5 percent of the contracted gross sales price. As disclosed in court filings, Commercial Property Connect is disinterested within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Susan McCall Commercial Property Connect, LLC 1845 S. Dobson Road, Suite 211 Mesa, AZ 85202 Phone: +1 480-565-7689 Cell: (480) 452-6731 Main: (480) 565-7689 Fax: (480) 320-4087 Email: susan@commercialpropertyconnect.com About Arizona Aircraft Painting Arizona Aircraft Painting, LLC specializes in aerospace performance coatings. It also offers design services, interior refurbishment, vortex generators, aircraft cleaning and detailing services, and window replacement services. Arizona Aircraft Painting operates out of a 10,000-square-foot facility in Mesa, Ariz. Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-05477) on May 3, 2019, listing up to $10 million in assets and up to $1 million in liabilities. Judge Daniel P. Collins oversees the case. Keery McCue, PLLC serves as the Debtor's bankruptcy counsel. Wells Fargo Bank, N.A., secured creditor, is represented by its counsel, Engelman Berger, PC. ARIZONA AIRCRAFT: Wells Fargo Says Amended Plan Still Not Feasible ------------------------------------------------------------------ Wells Fargo Bank, N.A., a secured creditor, objects to the First Amended Disclosure Statement and First Amended Plan of Reorganization filed by and on behalf of Debtor Arizona Aircraft Painting, LLC. Wells Fargo is a secured creditor, holding first position deed of trust liens on the Falcon Property, the McKellips Property, and the Quartz Way Property. Wells Fargo is further secured by a first position lien on and security interest in all of Debtor's inventory, chattel paper, accounts, equipment and general intangibles, as well as the proceeds and products thereof. Wells Fargo points out that funding of the Amended Plan is entirely dependent on Debtor's ability to liquidate and sell its business operations within the required 3 1/2 year period. Approximately two years has already elapsed since the entry of the Settlement Order and Debtor has no progress in liquidating its business operations. In fact, on December 8, 2021, the Court just approved Debtor's request to retain a new business broker. Moreover, Debtor's treatment of the Wells Fargo claim in its Amended Plan includes a unilateral and unwarranted reduction in the amount due and owing to Wells Fargo. Further, under the terms of the Debtor's proposed treatment of Wells Fargo's claim, it is conceivable that the outstanding obligation would not be satisfied prior to the deadline by which Debtor must either sell its business vacate the premises. Wells Fargo asserts that the Amended Plan is simply not feasible. Further, it has a low probability of success and there is a high likelihood that there will be further need for financial reorganization. Further, the Amended Plan is not in the best interest of the creditors and violates the Absolute Priority Rule. Wells fargo further asserts that as Debtor's ability to fund the Amended Plan is entirely dependent on a timely sale of its business operations, the Amended Plan is dependent upon an unjustifiably optimistic projection of Debtor's ability to liquidate its assets. As such, the Amended Plan is no feasible and there is a high likelihood that there will be further need for financial reorganization. In addition to its feasibility deficiencies, the Amended Disclosure Statement does not adequately address and explain the issues related to the City of Mesa and, in particular, the possibility that Debtor may be forced to vacate the Falcon Property before achieving a sale of its business assets. A copy of Wells Fargo's objection dated Dec. 10, 2021, is available at https://bit.ly/3oPqVBp from PacerMonitor.com at no charge. Attorneys for Wells Fargo: WADE M. BURGESON, SBA #015650 ENGELMAN BERGER, P.C. 2800 NORTH CENTRAL AVENUE, SUITE 1200 PHOENIX, ARIZONA 85004 Ph: (602) 271-9090 Fax: (602) 222-4999 Email: wmb@eblawyers.com About Arizona Aircraft Painting Arizona Aircraft Painting, LLC specializes in aerospace performance coatings. It also offers design services, interior refurbishment, vortex generators, aircraft cleaning and detailing services, and window replacement services. Arizona Aircraft Painting operates out of a 10,000-square-foot facility in Mesa, Arizona. Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-05477) on May 3, 2019. In the petition signed by Steven Head, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Daniel P. Collins oversees the case. Keery McCue, PLLC serves as the Debtor's bankruptcy counsel. Wells Fargo Bank, N.A., secured creditor, is represented by its counsel, Engelman Berger, PC. AVERY COMMERCIAL: Reaches Settlement with GWB on Claims Treatment ----------------------------------------------------------------- Avery Commercial Small C, LLC submitted a Second Amended Disclosure Statement in support of its proposed Plan of Reorganization dated Dec. 10, 2021. Great Western Bank's (GWB) Contentions GWB disputes the characterization by Debtor of its interactions with GWB. It is GWB's position that it acted in good faith in all its business dealings with the Debtor. GWB provided funding for the acquisition of property commonly known as 9630 N. Oracle Road (the "Property"); however on or at closing of the loan and without knowledge of or disclosure to GWB, Debtor and/or its then counsel (who also represented other related parties) advised the title company closing the loan that the ownership of the Property would be taken in the name of the Debtor rather than Avery Holdings, LTD ("Avery Holdings") reflected as the owner of the Property on GWB's most recent title commitment. Closing occurred with Debtor taking title to the Property, but with Avery Holdings executing the Deed of Trust (although Avery Holdings held no interest in the Property and therefore did not have the ability to grant GWB any lien thereon). This last-minute change by Debtor and Avery Holdings left GWB with a potentially unenforceable Deed of Trust and no security interest in the Property to secure its loan to Debtor. Based on representations in the loan documents, GWB was to be granted a first lien position on the Property. GWB did not discover the actions of the Debtor and Avery Holdings regarding the Property and Deed of Trust until after the Debtor defaulted on the loan. Despite GWB's repeated requests, the Debtor refused to consensually correct the Deed of Trust and GWB was forced to commence litigation to correct it (the "Arizona State Court Lawsuit"). This lawsuit also included claims against the non-Debtor guarantors of the loans, and claims arising from two other loans GWB issued to and were guaranteed by entities associated with the Debtor. As part of the litigation and to resolve a preliminary injunction hearing scheduled to address GWB's request for correction of the Deed of Trust, the Debtor finally executed a corrected Deed of Trust which gave GWB a first priority lien on the Property. As part of the execution of the corrected Deed of Trust, the parties agreed to a 90 day standstill period to attempt to negotiate a resolution of Debtor's defaults under the loan. GWB negotiated in good faith to resolve the loan defaults, but GWB and the Debtor were unable to reach an agreement. When negotiations failed, GWB commenced a non-judicial foreclosure of the Property pursuant to its Deed of Trust and Arizona law. The Debtor thereafter filed for bankruptcy protection and removed the Arizona State Court Lawsuit to the Bankruptcy Court. Post-Petition Settlement with GWB Debtor and GWB have negotiated a settlement of the amount and treatment of the GWB claim. The Settlement is memorialized in an Expedited Motion to Approve Compromise and Settlement filed jointly by the Debtor and GWB contemporaneously with this Disclosure Statement. As part of the Settlement the Disclosure Statement has been amended to include GWB's contentions. Class 3 consists of the Allowed Secured Claim of Great Western Bank (GWB). Debtor and GWB agree that the Bank will have an allowed secured claim ("GWB's Allowed Claim") in the Bankruptcy Case to include the unpaid principal amount of the $2.3 Million Loan as of February 22, 2021, unpaid accrued interest at the Contract Rate as of the Petition Date, late fees as of the Petition Date, interest at the Contract Rate from the Petition Date to the Plan Confirmation hearing date, plus pre-petition and post-petition attorneys' fees in an amount to be determined by the Bankruptcy Judge under applicable law, less Adequate Protection Payments. Adequate Protection Payments made by the Debtor to GWB will be credited first to accrued interest at the non-default contract rate and thereafter to allowed attorneys' fees, if any. Treatment of the GWB Claim: * Loan Amount – GWB's Allowed Claim amount. * Loan Term – 5 year term with payments based on a 25 year amortization with payments of principal and interest due monthly. * Post Confirmation Interest Rates will be determined by the Bankruptcy Court as follows: For years 1 through 3 within the bracket of 4.5% and 4.75% with an escalator of .75% for each of year 4 and 5. * Debtor will pay all the 2021 real estate taxes due and owing on the Bank's collateral on or before the Effective Date of the Plan. * The Debtor agrees to diligently pursue refinancing of GWB's debt prior to the maturity date with no pre-payment penalty. * The Debtor and GWB will execute modifications to the existing loan documents consistent with the confirmed Plan. * All guarantees, security interests, and liens in place prior to the Petition Date will remain unaffected and in full force and effect following confirmation of the Plan. * The Bank and Debtor related entities (Clear Vision Express Tucson 2, LLC, Clear Vision Express, LTD, Avery Holdings LTD, Michael A. Hochman, Anna Hochman, and Michael A. Hochman Family Limited Partnership) have agreed to resolve all remaining Arizona State Court lawsuit claims arising from and relating to the two non-Debtor loans (line of credit and equipment loans), subject to agreed upon settlement documentation and payment to GWB on or before December 15, 2021. Funding: The Reorganized Debtor will pay the claims in Class 3 from available cash on hand from the operations of the Properties. On October 28, 2021 the Bankruptcy Court conditionally approved the Debtor's First Amended Disclosure Statement ("Disclosure Statement" includes this Second Amended Disclosure Statement and any subsequent amendment of the Disclosure Statement filed and served prior to the confirmation hearing in this case). The Confirmation Hearing has been scheduled for January 13, 2022, at 12:30 p.m. December 31, 2021, at 12:00 noon is the deadline for filing and serving written objections to confirmation of the Plan pursuant or final approval of the Disclosure Statement A full-text copy of the Second Amended Disclosure Statement dated Dec. 10, 2021, is available at https://bit.ly/3oTZ3My from PacerMonitor.com at no charge. Proposed counsel for the Debtor: Carl Michael Barto 817 Guadalupe Laredo, Texas 78040 State Bar No. 01852100 S.D. Tex No. 6830 Tel: (956) 725-7500 Fax: (956) 722-6739 E-mail: cmblaw@netscorp.net About Avery Commercial Avery Commercial Small C, LLC, sought protection under Chapter 11 of the Bankruptcy Code on Feb. 22, 2021 (Bankr. S.D. Tex. Case No. 21-50020). Brian T. Moreno, the Debtor's vice president and chief operating officer, signed the petition. In the petition, the Debtor disclosed total assets of $4,985,519 and total liabilities of $3,398,302. The Debtor is represented by Carl M. Barto, Esq., at the Law Offices of Carl M. Barto. Great Western Bank, a secured creditor, is represented by: Diann M. Bartek, Esq. Jeana Long, Esq. Dykema Gossett PLLC 1400 N. McColl Road, Suite 204 McAllen, TX 78501 Telephone: (956) 984-7400 Facsimile: (956) 984-7499 Email: dbartek@dykema.com jlong@dykema.com Wells Fargo Bank, also as a secured creditor, is represented by: Robert L. Barrows, Esq. Warren, Drugan & Barrows, P.C. 800 Broadway, Suite 200 San Antonio, TX 78215 Telephone: (210) 226-4131 Facsimile: (210) 224-6488 Email: rbarrows@wdblaw.com B & M REALTY: Has Until Jan. 31 to File Plan & Disclosures ---------------------------------------------------------- Judge David M. Warren has entered an order that the deadline to file the Plan of Reorganization and Disclosure Statement of B & M Realty, LLC, is extended to Jan. 31, 2022. In the motion, the Debtor explains that there are several issues that need to be resolved before it can move for confirmation. The Debtor also explained that matters will have a profound impact on the plan to be proposed. Based on the Debtor's Motion, the Court finds that the Debtor will need more time in order to prepare the Plan and Disclosure Statement in this matter. About B & M Realty B & M Realty, LLC, filed a petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 21-01955) on Sept. 1, 2021, listing up to $1 million in assets and up to $500,000 in liabilities. Judge David M. Warren oversees the case. J.M. Cook, P.A. is the Debtor's legal counsel. B & M REALTY: Hutchens Law Firm Represents 2 Investors ------------------------------------------------------ In the Chapter 11 cases of B & M Realty, LLC, the law firm of Hutchens Law Firm LLP provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Provident Trust Group FBO Doug White, IRA and U.S. Bank National Association, as Indenture Trustee for Velocity Commercial Capital Loan Trust 2020-MC1. This firm regularly represents the above-referenced creditors as its attorney of record in bankruptcy matters that occur in the Eastern District of North Carolina. This firm does not believe that there is any conflict of interest in representing the above-referenced creditors in this bankruptcy case. This firm does not own, nor has it ever owned any claim against the Debtors in this case, nor in the equity securities of the Debtors. Counsel for Provident Trust Group FBO Doug White, IRA and U.S. Bank National Association, as Indenture Trustee for Velocity Commercial Capital Loan Trust 2020-MC1 can be reached at: HUTCHENS LAW FIRM LLP Joseph J. Vonnegut, Esq. Post Office Box 2505 4317 Ramsey Street Fayetteville, NC 28302 Tel: (910) 864-6888 Fax: (910) 864-6177 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/33vDA4d About B & M Realty B & M Realty, LLC, filed a petition for Chapter 11 protection (Bankr. E.D.N.C. Case No. 21-01955) on Sept. 1, 2021, listing up to $1 million in assets and up to $500,000 in liabilities. Judge David M. Warren oversees the case. J.M. Cook, P.A. is the Debtor's legal counsel. BASIC ENERGY: Seeks to Hire Province LLC as Financial Advisor ------------------------------------------------------------- Basic Energy Services, Inc. and its subsidiaries seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Province, LLC as their financial advisor. The firm's services include: a) assisting the Debtors in the preparation of financial disclosures required by the court; (b) assisting in the preparation of a cash forecast and related analyses; (c) assisting in the monetization of remaining assets, including, but not limited to, running numerous sale processes and reviewing the requisite agreements, such as bidding procedures, stalking horse bids, and asset purchase agreements (APAs); (d) assisting in discussions with interested parties and their bankruptcy professionals; (e) assisting in performing under the remaining APA obligations; (f) assisting in general case administration and management; (g) assisting in the preparation of and review of avoidance action and claim analyses; (h) advising the Debtors on the current state of their Chapter 11 cases; (i) if necessary, participating as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and (j) other activities approved by the Debtors and agreed to by Province. The firm's hourly rates are as follows: Managing Directors/Principals $740 to $1,050 per hour Vice Presidents/Directors $520 to $740 per hour Analysts/Associates $250 to $520 per hour Paraprofessionals $185 to $225 per hour Province will also receive reimbursement for out-of-pocket expenses incurred. Michael Robinson, a director at Province, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Robinson Province, LLC 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: (702) 685-5555 Email: ekim@provincefirm.com About Basic Energy Services Basic Energy Services, Inc. -- http://www.basices.com/-- provides wellsite services essential to maintaining production from the oil and gas wells within its operating areas. Its operations are managed regionally and are concentrated in major United States onshore oil-producing regions located in Texas, California, New Mexico, Oklahoma, Arkansas, Louisiana, Wyoming, North Dakota, Colorado and Montana. Specifically, Basic Energy Services has a significant presence in the Permian Basin, Bakken, Los Angeles and San Joaquin Basins, Eagle Ford, Haynesville and Powder River Basin. Basic Energy Services and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90002) on Aug. 17, 2021. As of March 31, 2021, Basic Energy disclosed total assets of $331 million and debt of $549 million. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Alixpartners LLP as restructuring advisor, Lazard Freres & Company as investment banker, and Province, LLC as financial advisor. Prime Clerk is the claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. Snow & Green, LLP and Brown Rudnick, LLP serve as the committee's legal counsel. Riveron RTS, LLC is the committee's financial advisor. BEECH INTERNATIONAL: S&P Lowers ICR to 'BB+', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its rating on the Philadelphia Authority for Industrial Development, Penn.'s series 2010A student housing revenue bonds, issued for Beech International LLC (Beech International Apartments) to 'BB+' from 'BBB-'. The outlook is negative. "The lower rating and negative outlook reflect the expiration of the master and occupancy agreements with Temple University in August 2021, low occupancy in fall 2020 and fall 2021, and slim balance-sheet cushion to weather operating pressures," said S&P Global Ratings credit analyst Jessica Goldman. BITNILE HOLDINGS: Completes Name Change --------------------------------------- BitNile Holdings, Inc. has completed its previously announced corporate name change from "Ault Global Holdings, Inc." to "BitNile Holdings, Inc." In conjunction with the corporate name change, the company will begin trading on the NYSE American under the new ticker symbol, NILE. This change follows the company's announced plan to split into two public companies by pursuing a spin-off of Ault Alliance, Inc. to its stockholders. Following the spin-off of Ault Alliance, the company will be a pure-play provider of Bitcoin mining and data center operations, pursuing DeFi-related initiatives. Ault Alliance will continue its focus on the company's legacy businesses and more recently initiated operations, including lending and investing in the real estate and distressed asset spaces, among others, defense, and power solutions, including electric vehicle charging products. The company believes that both BitNile and Ault Alliance will, as separate public companies, be better positioned to deliver long-term growth and maximize stockholder value, reflecting a market value of comparable pure-play peer companies. The company's Founder and Executive Chairman, Milton "Todd" Ault, III said, "Our name change to BitNile coupled with our investments in Bitcoin mining equipment, our Michigan data center and DeFi initiatives, including Earnity, demonstrate our focus for the future of the company. We have announced purchase commitments to grow active miners to 20,600 by the end of 2022 as we seek to become one of the top 10 publicly traded Bitcoin mining companies." About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com. BitNile reported a net loss of $32.73 million for the year ended Dec. 31, 2020, compared to a net loss of $32.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $225.72 million in total assets, $24.74 million in total liabilities, and $200.98 million in total stockholders' equity. BITNILE HOLDINGS: Unit Closes Series A Investment in Earnity Inc. ----------------------------------------------------------------- BitNile Holdings, Inc.'s subsidiary, BitNile, Inc., closed its investment transaction as the lead investor in a $15 million Series A offering from Earnity Inc., a San Mateo, Calif. based decentralized finance marketplace as initially announced on Dec. 6, 2021. About BitNile Holdings BitNile Holdings, Inc. (formerly known as Ault Global Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. BitNile's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.BitNile.com. BitNile reported a net loss of $32.73 million for the year ended Dec. 31, 2020, compared to a net loss of $32.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $225.72 million in total assets, $24.74 million in total liabilities, and $200.98 million in total stockholders' equity. BOY SCOUTS: Massey Law Firm Represents Abuse Survivor ----------------------------------------------------- In the Chapter 11 cases of Boy Scouts of America and Delaware BSA, LLC, the Massey Law Firm, P.C. provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it represents: David Macaione 14450 N. Thompson Peak Parkway, #119 Scottsdale, AZ 85260 Claim Number: SA53214 Attached hereto is the fee agreement between The Massey Law Firm and David Macaione. Counsel for Abuse Survivor can be reached at: Massey Law Firm, P.C. Daniel P. Massey, Esq. 14300 N. Northsight Blvd., Suite 121 Scottsdale, AZ 85260 E-mail: dan@dmasseylaw.com Tel: (602) 955-0055 Fax: (602) 955-3161 A copy of the Rule 2019 filing is available at https://bit.ly/3pZ46dD at no extra charge. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CALERES INC: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service upgraded Caleres, Inc.'s ratings, including the corporate family rating to Ba3 from B1, probability of default rating to Ba3-PD from B1-PD and senior unsecured notes rating to B1 from B2. The speculative grade liquidity remains SGL-1 and the outlook was changed to stable from positive. The upgrades reflect Caleres' earnings growth coming out of the coronavirus pandemic as well as governance considerations, specifically recent debt repayment. During 2021, the company reduced its debt significantly below pre-pandemic levels. In August 2021, Caleres redeemed $100 million of its senior unsecured notes and it has also notified holders of its intent to redeem the remaining notes in full in January 2022. All ratings will be withdrawn upon redemption of the rated debt. Moody's took the following rating actions for Caleres, Inc.: Corporate Family Rating, upgraded to Ba3 from B1 Probability of Default Rating, upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, upgraded to B1 (LGD5) from B2 (LGD5) Outlook, changed to stable from positive RATINGS RATIONALE Caleres' Ba3 CFR reflects the company's diversified portfolio of recognized footwear brands and strong recovery in operating performance. Caleres' Famous Footwear business, which predominantly sells casual and athletic shoes, has been exceeding pre-pandemic levels of adjusted operating profit year-to-date in 2021, supported by a more normalized pattern of consumer spending on footwear, government stimulus, and a low level of markdowns across the sector. The Brand Portfolio business is also recovering as consumers update their office-appropriate and going out wardrobes. Moody's expects solid earnings performance going forward, driven by continued strength in demand but offset by margin pressures from a likely return to more promotional activity in the sector. The credit profile also incorporates governance factors, specifically the company's financial strategy, which balances maintenance of moderate debt levels with a return of capital to shareholders. Over the next 12-18 months, Moody's projects leverage to decline to 2.3x from 2.4x as of October 30, 2021, and EBIT/interest expense to increase to 6.2x from 5.3x (including run rate interest expense). The credit profile is constrained by the fashion risk and high level of competition in the apparel and footwear sector. The rating also reflects Caleres' low margins relative to specialty retail peers, narrow product focus, and sensitivity to shifts in consumer discretionary spending. Despite an overall balanced financial policy, Caleres financed its sizeable Allen Edmonds and Vionic acquisitions with short-term debt, which Moody's viewed as relatively aggressive. In addition, the acquisition of Allen Edmonds underperformed initial expectations. As a retailer, the company also needs to make ongoing investments in social and environmental drivers including responsible sourcing, product and supply sustainability, privacy and data protection. The stable outlook reflects expectations for solid earnings performance and very good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company maintains revenue and earnings growth, as well as a conservative financial policy, including a low level of funded debt and very good liquidity. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 2.25 times and EBITA/interest expense above 4 times. The ratings could be downgraded if positive trends in revenues and EBITDA reverse, financial policy becomes more aggressive or liquidity deteriorates. Quantitatively, ratings could be lowered if debt/EBITDA is sustained above 2.75 times or EBIT/interest expense declines below 3.25 times. Headquartered in St. Louis, Missouri, Caleres is a retailer and a wholesaler of footwear. Its Famous Footwear chain sells moderately priced branded footwear targeting families in the U.S. and Canada. Through its Brand Portfolio segment, Caleres also designs and markets owned and licensed footwear brands including Vionic, Sam Edelman, Allen Edmonds, Naturalizer, Dr. Scholl's, Blowfish Malibu, LifeStride, Franco Sarto, Ryka, and Bzees. The Brand Portfolio segment also includes specialty retail stores mostly under the Allen Edmonds brands in the U.S. and Canada. Revenues for the twelve months ended October 30, 2021 were approximately $2.7 billion. The principal methodology used in these ratings was Retail published in November 2021. CARLSON TRAVEL: Seeks to Hire AlixPartners as Financial Advisor --------------------------------------------------------------- Carlson Travel, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire AlixPartners, LLP as their financial advisor. The firm's services include: a. communicating or negotiating with outside constituents, stakeholders and their advisors; b. assisting in developing and implementing cash management and liquidity preservation strategies, tactics and processes; c. assisting in preparing cash forecasts and related reporting; d. supporting the Debtors and other professionals in procuring, negotiating and implementing the exit financing facilities, as needed; e. coordinating and providing administrative support for the Debtors' Chapter 11 cases and assisting in developing a Chapter 11 plan and related supporting analyses; g. providing testimony on certain matters related to the plan and within AlixPartners' areas of expertise; h. acting as project manager for various restructuring processes and timelines, and coordinating with the Debtors' other advisors and management. AlixPartners received a retainer in the amount of $750,000. The hourly rates of AlixPartners' professionals are as follows: Managing Director $1,030 - $1,295 per hour Director $825 - $980 per hour Senior Vice President $665 - $755 per hour Vice President $485 - $650 per hour Consultant $180 - $480 per hour Paraprofessional $305 - $325 per hour In addition, the firm will seek reimbursement for expenses incurred. Lisa Donahue, a managing director at AlixPartners, disclosed in a court filing that her firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa Donahue AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Telephone: (212) 490-2500 Facsimile: (212) 490-1344 Email: tosmun@alixpartners.com About Carlson Travel Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. It manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, Carlson Travel handled 100 meetings and events and talked to almost 60,000 travelers daily. It reported total transaction volume US$24.8 billion in 2019. Carlson Travel and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, Carlson Travel listed as much as $1 billion in both assets and liabilities. The cases are handled by Judge Marvin Igur. The Debtors tapped Kirkland & Ellis as bankruptcy counsel; Jackson Walker, LLP as conflicts counsel; and Shearman & Sterling as special counsel. Houlihan Lokey Capital, Inc. and AlixPartners, LLP serve as investment banker and financial advisor, respectively. CARLSON TRAVEL: Seeks to Hire Houlihan as Investment Banker ----------------------------------------------------------- Carlson Travel, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Houlihan Lokey Capital, Inc. as their investment banker. The firm's services include: (a) assisting the Debtors in the development and distribution of selected information, documents and other materials; (b) assisting the Debtors in evaluating indications of interest and proposals regarding any transactions from current or potential lenders, equity investors, acquirers and strategic partners; (c) assisting the Debtors in the negotiation of any transactions; (d) providing expert advice and testimony regarding financial matters related to any transactions, if necessary; (e) attending meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan mutually agree; and (f) assisting the Debtors in determining financing allocations amongst funding parties and the related transaction closing process. The firm will be paid as follows: (a) Monthly Fees. A non-refundable monthly fee of $150,000 payable in cash. (b) Restructuring Transaction Fee. Upon the effective date, Houlihan shall earn and the Debtors shall promptly pay to the firm a cash fee of $6.5 million. (c) Financing Transaction Fee. Upon the closing of each financing transaction, Houlihan shall earn, and the Debtors shall thereupon pay immediately and directly from the gross proceeds, as a cost of such financing transaction, a cash fee equal to the sum of: (I) 1.0 percent of the gross proceeds of any indebtedness raised or committed that is senior to other indebtedness of the Debtors, secured by a first priority lien and unsubordinated, with respect to both lien priority and payment, to any other obligations of the Debtors, including any debtor-in-possession financing; (II) 3.0 percent of the gross proceeds of any indebtedness raised or committed that is secured by a lien (other than a first lien), is unsecured or is subordinated; and (III) 5.0 percent of the gross proceeds of all equity or equity-linked securities (including, without limitation, convertible securities and preferred stock) placed or committed. Twenty-five percent of the financing transaction fee paid on a timely basis to Houlihan shall be credited against any restructuring transaction fee to which the firm becomes entitled except that, in no event, shall such restructuring transaction fee be reduced below zero. (d) Limit on Total Fees. The aggregate sum of monthly fees and transaction fees payable to Houlihan shall not exceed $16.5 million, provided, that (a) a final non-appealable order has been entered by the court approving the firm's total post-petition fees of $10.65 million, and Houlihan has been paid such fees; and (b) the Debtors' plan of reorganization has gone effective by Nov. 30, 2021. Stephen Spencer, a managing director at Houlihan, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephen J. Spencer Houlihan Lokey Capital, Inc. 1001 Fannin St., Suite 4650 Houston, TX 77002 Tel: (832) 319-5150/(832) 319-5115 About Carlson Travel Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. It manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, Carlson Travel handled 100 meetings and events and talked to almost 60,000 travelers daily. It reported total transaction volume US$24.8 billion in 2019. Carlson Travel and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, Carlson Travel listed as much as $1 billion in both assets and liabilities. The cases are handled by Judge Marvin Igur. The Debtors tapped Kirkland & Ellis as bankruptcy counsel; Jackson Walker, LLP as conflicts counsel; and Shearman & Sterling as special counsel. Houlihan Lokey Capital, Inc. and AlixPartners, LLP serve as investment banker and financial advisor, respectively. CARLSON TRAVEL: Seeks to Hire Jackson Walker as Conflicts Counsel ----------------------------------------------------------------- Carlson Travel, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jackson Walker, LLP as conflicts counsel and as co-counsel with Kirkland & Ellis. The firm's services include: -- providing legal advice regarding local rules, practices and procedures, including Fifth Circuit law; -- providing certain services in connection with the administration of the Debtors' Chapter 11 cases, including, without limitation, preparing agendas, hearing notices, witness and exhibit lists, and hearing binders of documents and pleadings; -- reviewing and commenting on proposed drafts of pleadings to be filed with the court; -- appearing in court and at meetings with the U.S. trustee and creditors; -- providing legal assistance in matters where Kirkland & Ellis may have a conflict; and -- performing all other legal services. The firm's hourly rates are as follows: Matthew D. Cavenaugh $950 per hour Attorneys $585 to $950 per hour Paraprofessional $195 to $205 per hour The Debtors provided the firm with a retainer in the amount of $75,000. Jackson Walker provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines: -- The firm and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. -- The hourly rates used by the firm in representing the Debtors are consistent with the rates that it charges other comparable Chapter 11 clients regardless of the location of the Chapter 11 case. -- Mr. Cavenaugh's hourly rate is $950. The rates of other restructuring attorneys at the firm range from $585 to $950 per hour while paraprofessional rates range from $205 to $195 per hour. Jackson Walker represented the Debtors during the weeks immediately before the petition date, using those hourly rates. -- The firm has not prepared a budget and staffing plan. Mr. Cavenaugh disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com About Carlson Travel Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. It manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, Carlson Travel handled 100 meetings and events and talked to almost 60,000 travelers daily. It reported total transaction volume US$24.8 billion in 2019. Carlson Travel and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, Carlson Travel listed as much as $1 billion in both assets and liabilities. The cases are handled by Judge Marvin Igur. The Debtors tapped Kirkland & Ellis as bankruptcy counsel; Jackson Walker, LLP as conflicts counsel; and Shearman & Sterling as special counsel. Houlihan Lokey Capital, Inc. and AlixPartners, LLP serve as investment banker and financial advisor, respectively. CARLSON TRAVEL: Taps Kirkland & Ellis as Bankruptcy Counsel ----------------------------------------------------------- Carlson Travel, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP to serve as legal counsel in their Chapter 11 cases. The firms' services include: a. advising the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; b. advising and consulting on the conduct of their bankruptcy cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which they are involved, including objections to claims filed against the estates; e. preparing legal papers; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the bankruptcy court and any appellate courts; i. advising the Debtors regarding tax matters; j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan; and k. performing all other necessary legal services for the Debtors. The firms' hourly rates are as follows: Partners $1,080 - $1,895 per hour Of Counsel $625 - $1,845 per hour Associates $625 - $1,195 per hour Paraprofessionals $255 - $475 per hour Kirkland provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: 1. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. 2. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable Chapter 11 clients regardless of the location of the Chapter 11 case. 3. Kirkland's current hourly rates for services rendered on behalf of the Debtors range as follows: Partners $1,080 - $1,895 per hour Of Counsel $625 - $1,845 per hour Associates $625 - $1,195 per hour Paraprofessionals $255 - $475 per hour Kirkland represented the Debtors from April 20, 2021 through the petition date, using those hourly rates. 4. No formal budget and staffing plan has been executed. As disclosed in court filings, Kirkland is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Kirkland can be reached through: Ryan Blaine Bennett, Esq. Ryan Blaine Bennett, P.C. Kirkland & Ellis, LLP Kirkland & Ellis International, LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: ryan.bennett@kirkland.com About Carlson Travel Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. It manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, Carlson Travel handled 100 meetings and events and talked to almost 60,000 travelers daily. It reported total transaction volume US$24.8 billion in 2019. Carlson Travel and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, Carlson Travel listed as much as $1 billion in both assets and liabilities. The cases are handled by Judge Marvin Igur. The Debtors tapped Kirkland & Ellis as bankruptcy counsel; Jackson Walker, LLP as conflicts counsel; and Shearman & Sterling as special counsel. Houlihan Lokey Capital, Inc. and AlixPartners, LLP serve as investment banker and financial advisor, respectively. CARLSON TRAVEL: Taps Shearman & Sterling as Special Counsel ----------------------------------------------------------- Carlson Travel, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Shearman & Sterling, LLP and Studio Legale Associato Shearman & Sterling, LLP as their special counsel. The firms' services include: a. assisting in the negotiation and documentation of matters related to the Debtors' exit facilities; b. advising on other related corporate and transactional matters, including, without limitation, transactions contemplated by the Debtors' Chapter 11 plan of reorganization; and c. providing other general corporate, regulatory, non-U.S. insolvency law and tax advice related to the foregoing, when and as needed, and assisting with other matters, as requested by the Debtors, not otherwise duplicative of services provided by the Debtors' primary bankruptcy counsel. The firm's hourly rates are as follows: Partners $1,250 to $1,825 per hour Counsel $435 to $1,425 per hour Legal Assistants $320 to $455 per hour In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Shearman & Sterling disclosed the following: -- Shearman & Sterling has agreed to special billing arrangements with the Debtors in relation to the particular matters. In recognition of longstanding client relationships between the Debtors and the firm and certain of its partners, the firm has agreed to provide a 10 percent discount to its rates for the matters. -- None of the firm's professionals included in this engagement have varied their rate based on the geographic location of the Debtors' Chapter 11 cases. -- During the portion of the year prior to the Chapter 11 cases where Shearman & Sterling provided services to the Debtors, it did so under its rates in effect at the time, or the same discount arrangements reflected in the Debtors' employment application as applied to Shearman & Sterling's rates in effect from time to time. During this time Shearman implemented standard rate increases across the firm consistent with its periodic practice. -- The Debtors have approved a budget and staffing plan for Shearman & Sterling through the effective date. Michael Chernick, Esq., a partner at Shearman & Sterling, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Chernick, Esq. Shearman & Sterling, LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 848-4000 Fax: (646) 848-8174 Email: mchernick@shearman.com About Carlson Travel Headquartered in Minneapolis, Minnesota, Carlson Travel Inc., known as CWT, is a Business-to-Business-for-Employees (B2B4E) travel management platform. It manages business travel, meetings, incentives, conferencing, exhibitions, and handles event management across six continents. Pre-pandemic, Carlson Travel handled 100 meetings and events and talked to almost 60,000 travelers daily. It reported total transaction volume US$24.8 billion in 2019. Carlson Travel and 37 affiliates, including Carlson Travel Holdings, Inc., sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 21-90017) on Nov. 11, 2021. In its petition, Carlson Travel listed as much as $1 billion in both assets and liabilities. The cases are handled by Judge Marvin Igur. The Debtors tapped Kirkland & Ellis as bankruptcy counsel; Jackson Walker, LLP as conflicts counsel; and Shearman & Sterling as special counsel. Houlihan Lokey Capital, Inc. and AlixPartners, LLP serve as investment banker and financial advisor, respectively. CBAK ENERGY: Files Certificate of Amendment to Issue 10M Shares --------------------------------------------------------------- CBAK Energy Technology, Inc. filed a Certificate of Amendment to Articles of Incorporation of the Company with the Secretary of State of Nevada, to authorize the Company to issue 10,000,000 shares of preferred stock, par value $0.001 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Company's Board of Directors from time to time. The Certificate of Amendment became effective upon filing. About CBAK Energy Liaoning Province, People's Republic of China-based CBAK Energy -- www.cbak.com.cn -- is a manufacturer of new energy high power lithium batteries that are mainly used in light electric vehicles, electric vehicles, electric tools, energy storage including but not limited to uninterruptible power supply (UPS) application, and other high-power applications. Its primary product offering consists of new energy high power lithium batteries, but it is also seeking to expand into the production and sale of light electric vehicles. CBAK Energy reported a net loss of $7.85 million for the year ended Dec. 31, 2020, compared to a net loss of $10.85 million for the year ended Dec. 31, 2019. As of June 30, 2021, the Company had $192.17 million in total assets, $90.34 million in total liabilities, and $101.84 million in total equity. Hong Kong, China-based Centurion ZD CPA & Co., the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 13, 2021, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2020. All these factors raise substantial doubt about its ability to continue as a going concern. CE ELECTRICAL: People's United Bank Says Plan Unconfirmable ----------------------------------------------------------- People's United Bank, National Association ("PUB") objects to the Disclosure Statement for the Chapter 11 Plan of Reorganization filed by CE Electrical Contractors, LLC. PUB is the Debtor's senior secured lender, holding a first priority security interest in substantially all of the Debtor's assets. PUB is fully secured. Relevant loan documentation is attached to PUB's proof of claim [Claim Register 47]. The Debtor did not consult with PUB regarding PUB's proposed treatment prior to the filing of the Disclosure Statement and has not consulted PUB to date regarding the treatment of PUB's claim. PUB will vote to reject the Plan that is the subject of the Disclosure Statement. PUB claims that the Debtor is proposing to alter the terms of its loan with PUB and impermissibly impair PUB. However, the Disclosure Statement lacks any information regarding to what extent, if any, PUB's existing loan documents will continue to govern the parties' relationship. Without this information PUB is unable to make an informed judgement about the Plan. PUB points out that the Disclosure Statement lacks any information concerning the value of the subject vehicles and, in turn, prevents one from determining whether such proposed payments are in the best interests of the bankruptcy estate. Consequently, this lack of information prevents PUB and members of other classes from making an informed decision concerning the Plan. As stated in the Disclosure Statement, PUB is fully secured and holds a senior, blanket lien on Debtor's personal property including its monies, receivables, inventory, machinery and equipment. Disclosure Statement, p. 13. However, the Debtor intends on impairing PUB's claim. For the same reasons, the Plan is also unconfirmable under 11 USC § 1129(b) which provides that if all other requirements of 1129(a) are met other than the requirement that all classes either accept the plan or be unimpaired, the court may confirm a plan if it, among other things, is fair and equitable. PUB asserts that PUB's treatment under the Plan is unfair and inequitable under the Bankruptcy Section 1129(b)(2) as the Plan proposes to waive default interest, extend its payment term, decrease its interest rate and omit an annual loan charge. PUB further asserts that the Plan proposes that in exchange for a $50,000 contribution of new monies, the Debtor's principal, Mr. Calafiore, receive the benefit of a temporary injunction restraining anyone from seeking collection of their claims against him. This provision is extraordinary, unwarranted and renders the Plan unconfirmable. A full-text copy of People's United's objection dated Dec. 09, 2021, is available at https://bit.ly/3oLIphZ from PacerMonitor.com at no charge. Attorneys for People's United Bank: Scott D. Rosen Nicholas P. Vegliante COHN BIRNBAUM & SHEA P.C. 100 Pearl Street, 12th Floor Hartford, CT 06103 Tel. 860-493-2200 Fax. 860-727-0361 E-mail: srosen@cbshealaw.com nvegliante@cbshealaw.com About CE Electrical Contractors CE Electrical Contractors, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 21-20211) on March 5, 2021. Paul Calafiore, managing member of CE Electrical Contractors, signed the petition. In the petition, the Debtor disclosed total assets of $1,625,485 and total liabilities of $8,648,831. Judge James J. Tancredi oversees the case. The Debtor tapped The Fox Law Corporation Inc. as lead bankruptcy counsel, Boatman Law LLC as local bankruptcy counsel, and Jacobs and Rozich LLC as special counsel. Lucove, Say & Co. is the Debtor's accountant. CENTRAL BASIN: S&P Raises 2018 Revenue Bonds Rating to 'BB' ----------------------------------------------------------- S&P Global Ratings raised its long-term rating and underlying rating (SPUR) to 'BB+' from 'B' on Central Basin Municipal Water District, Calif.'s existing senior-lien revenue certificates of participation (COPs). At the same time, S&P raised its rating to 'BB' from 'B-' on the district's subordinate-lien series 2018A and 2018B refunding revenue bonds (2018 bonds). The outlook is stable. S&P said, "We applied our primary "Wholesale Utilities" criteria, published May 24, 2005, to determine the district's general creditworthiness and the rating on the district's outstanding senior-lien issues. We also assigned a rating one notch lower to the subordinate 2018 bonds based on our secondary "Assigning Issue Credit Ratings Of Operating Entities" criteria, published May 20, 2015." "The upgrades primarily reflect the district board's continued progress towards achieving stable financial performance and metrics in fiscal years 2020 (audited) and 2021 (estimated results)," said S&P Global Ratings credit analyst Malcolm D'Silva. "In addition, with the appointment of a new general manager and general counsel during the past year, we recognize the improved management administration and the effects of better-than-projected financial performance. We believe these corrective board actions set a trajectory for the district meeting its financial obligations and that the actions comply with the district's rate covenant requirements." The rating action is driven somewhat by improved governance under S&P's risk management, culture, and oversight factor resulting from the ability of the district board to conduct critical operations and act on measures necessary to meet the district's financial obligations, including adopting the recent budget and levying the crucial standby charge. S&P said, "The stable outlook reflects our view of the board's corrective actions to improve financial performance and meet coverage sufficiency, coupled with the district's good liquidity position that management expects it will maintain. During the outlook period, we anticipate that the district will continue monitoring its budgeted expenses and water demand to guard against underperformance. "To consider a higher rating, we would primarily assess if the district can ensure stable financial performance and metrics that we view as sustainable in the near term without any adverse business, financial, or economic conditions. Separately, we could equalize the rating on the subordinate-lien bonds with that on the senior-lien bonds when the senior lien represents a smaller share of the system's total principal, and if we believe that the subordinate-lien debtholders are no longer materially disadvantaged. "We could take a negative rating action if the district's financial position deteriorates significantly, such as from unanticipated and extraordinarily large change in its operations or budgeted expenses, resulting in pressured coverage metrics, or a substantially weaker liquidity position. Furthermore, we could also lower the rating, if adverse business, financial, or economic conditions impair the district's capacity or willingness to meet its financial commitments." CENTRAL FREIGHT LINES: Closes Abruptly Due to Mounting Debt ----------------------------------------------------------- CDL Life reports that Waco, Texas, headquartered motor carrier Central Freight Lines will close after nearly 100 years in operation, according to multiple reports. Less-than-truckload (LTL) carrier Central Freight Lines will begin winding down operations early next week. The news was first reported by FreightWaves on Saturday. Current employees have already been notified of the pending company closure. Company leaders cited mounting debts and unpaid bills as a reason for the abrupt closure right before the holidays. Central Freight Lines employs about 2,100 workers, including 1,325 truck drivers. Company leaders are reportedly in talks to sell off equipment and to work with other carriers on job opportunities for laid off workers. Central Freight Lines was founded in 1925 by W.W. "Woody" Callan Sr. as the "Central Forwarding and Warehouse company." In 1929, Callan separated Central Forwarding’s household goods moving business, which became known as Central Forwarding, Inc., from the company’s general freight transportation known as Central Freight Lines, Inc. Central Freight Lines went public in 2003, and in 2006 transitioned back from a publicly traded company to a privately held enterprise through a merger with North American Truck Lines, LLC and Green acquisition Company, controlled by Jerry Moyes. This is the largest trucking company closure since Celadon shut its doors just before the holidays two years ago. On December 9, 2019, Celadon officially filed for Chapter 11 bankruptcy protection and announced that they were immediately shutting down their operations. An estimated 4,000 Celadon workers were suddenly laid off weeks before Christmas, including thousands of truck drivers. Central Freight Lines, Inc., provides transportation services. CHF COLLEGIATE: S&P Affirms 'BB+' Rating on 2014A Revenue Bonds --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB+' rating on New Hope Cultural Education Finance Corp., Texas' series 2014A student housing revenue bonds, issued for CHF Collegiate Housing College Station I LLC (CHF-College Station), a not-for-profit corporation organized for the sole purpose of constructing this student housing project for Texas A&M University (TAMU) at the College Station campus. "The outlook revision to stable reflects our view of the housing project's strong 99% occupancy in fall 2021, which should ensure that debt service coverage will be above the required 1.2x," said S&P Global Ratings credit analyst James Gallardo. "The outlook further reflects our view of the project's strong connection with the Texas A&M University at the College Station," Mr. Gallardo added. As of June 30, 2021, the project had $97.9 million of debt outstanding. The 2014A bond proceeds were used to finance the design, development, construction, and equipment of a 1,272-bed student housing facility, which was built largely to house students at TAMU's College Station campus, in the west campus. Vaccine progress in the U.S. has helped alleviate some health-and-safety social risks stemming from COVID-19, but the higher-education sector continues to face elevated social risk due to the emergence of variants like delta and omicron. We view the risks posed by COVID-19 to public health and safety as a social risk under our ESG factors. In our view, CHF-College Station and TAMU have helped mitigate some of the operational risks surrounding COVID-19 by leasing beds to the project to support operations in fiscal 2021. Despite the elevated social risk, we believe the project's environmental and governance risks are in line with our view of the sector. College Station is the flagship campus and the state's designated land grant institution, as part of the Texas A&M University System. CVR ENERGY: Fitch Affirms 'BB-' LT IDR & Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed CVR Energy, Inc.'s (CVI) Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch also affirmed the rating of the unsecured notes at 'BB-'/'RR4'. The Rating Outlook has been revised to Stable. CVI's ratings reflect its medium-sized operations, an average complexity rating of 10.8, and relatively low operating costs. The company (excluding nonrecourse CVR Partners) has approximately $836 million in liquidity as of Sept. 30, 2021 and no near-term bond maturities, which should provide for more than adequate ability to service current operations. A new renewable diesel facility in 2022 should help reduce environmental obligations. These factors are offset by the company's relatively small size, exposure to volatile crack spreads and crude oil differentials, and historically, high shareholder distributions. The Nitrogen Fertilizer segment is non-recourse although it can be a source of cash at times. The Outlook has been revised to Stable from Negative, and reflects the recent improvement in the refining sector along with a comfortable liquidity profile. KEY RATING DRIVERS Adequate Liquidity: CVI had cash on hand of $465 million and availability under its undrawn revolver of $371 million as of Sept. 30, 2021 and excluding CVR Partners. The next bond maturity is not until February 2025. The credit facility matures in November 2022, and Fitch expects the company to extend the facility in early-2022. The company has historically not drawn on the facility. Fitch expects CVI to generate FCF over the forecast period under the assumption that refinery conditions remain below pre-pandemic levels. The company made shareholder dividends in 2021 from the distribution of marketable securities and cash on hand. Fitch is projecting distributions under its forecasts, but not as high as historical levels given the lingering uncertainty of the pandemic and potential need for capital to meet environmental regulations. Improving Refinery Sector Environment: Refining conditions have improved from the lows in 2020 following the outbreak of the pandemic, although uncertainty remains given the potential impact of variants. Stronger crack spreads are supported by gasoline and diesel demand returning to pre-pandemic levels and relatively low inventories. Crack spread futures suggest this strength should continue into 2022. Refining remains one of the most cyclical corporate sectors, and is subject to periods of boom and bust, with sharp swings in crack spreads over the cycle, although the impact of the coronavirus was deeper and longer than most previous downturns. In addition to cyclical challenges, the sector is also facing secular challenges with the growth of electric vehicles and increasing environmental regulations that would reduce the demand for hydrocarbons. Challenging Regulatory Environment: Fitch believes RINs (renewable identification numbers) obligations are manageable in the near term. RIN prices have come off their highs although still remain at elevated levels. Refiners are still awaiting final regulatory ruling on the status of their renewable volume obligations (RVO) for 2020 to 2022. Historically, the majority of RIN prices could be passed on to the consumer, but becomes more challenging when prices move sharply higher. CVI has been reducing its RIN exposure through increased biodiesel blending. The renewable diesel project would further reduce the company's RINs exposure. CVI's Wynnewood refinery had received a Small Refinery Exemption (SRE) in the past that also reduced RIN exposure. The company has applications outstanding for SREs for 2019, 2020 and 2021, but the EPA has yet to rule on Wynnewood or other outstanding applications. Fitch's forecasts do not assume an exemption given the uncertainty of this issue. Renewable Diesel Project: CVI is converting its 19,000 barrels per day (bpd), Wynnewood hydrocracker to process 100 million gallons per year of refined, bleached, and deodorized soybean oil and distiller's corn oil to produce renewable diesel and renewable naphtha. CVI plans to have the facility in-service by April 2022. The cost is $150 million and the company believes it can recoup a significant portion of its investment through credits from the Blended Tax Credit (BTC) and Low Carbon Fuel Standard, and the generation of Renewable Identification Numbers (RINs). CVI would have the flexibility to return the unit to hydrocarbon processing if the margin differential between renewables, government credits and hydrocarbons changes. CVR is also engineering a pre-treatment unit for processing raw soybean, corn oil and animal fats that would reduce the premium paid for pre-treated feedstocks. The company has also identified similar renewable opportunities at its Coffeyville refinery. CVR Partners, LP Affiliate: CVR Partners is nonrecourse to the debt issued at CVI and CVR Refining, LP. Fitch does not expect CVI will provide credit support to CVR Partners. CVR Partners is required to distribute its available cash (as defined) to its unit holders. Fitch expects this to be a source of cash to CVI given its ownership of 36% of the units, which could be material during periods of high ammonia and UAN prices. Size and Regional Concentration: CVI ratings reflect the business risk associated with its medium-sized operations and location concentration. CVI's combined crude oil processing capacity is 206,500 bpd with an average complexity of 10.8, and its plants are located in Group 3 of PADD II. The company's two refineries are strategically located near Cushing, OK, with access to over 250,000 bpd of production across Midwest. This is somewhat offset by the fact that CVI is an inland refiner with limited options to export its product. The company has strong asset portfolio of over 430 miles of owned and JV pipelines with over 7 million barrels of crude oil and product storage capacity of 39 LACT units. DERIVATION SUMMARY CVI's ratings reflect its status as a medium-sized Mid-Continent complex refiner with two refineries and approximately 206,500bpd of nameplate capacity. The company's refining capacity is smaller than peers Valero Energy Corporation (BBB/Negative) with 3.15 million barrels per day (mmbpd) and Marathon Petroleum Corporation (BBB/Stable) with 2.9mmbpd. CVI is also smaller than peers PBF Holdings Inc. (B+/Negative) with 973mmbpd and HollyFrontier Corporation (BBB-/Stable) with 405,000 barrels of oil equivalent per day (boepd). The company's refining asset quality is strong and advantaged in several ways, such as geographically with a concentration of price-advantaged capacity in the Mid-Continent and operationally with flexibility to take advantage of light, heavy and sour crude. CVI also has strong logistics system that allows the company to easily transport and store crude oil and refined products. Fitch estimates total debt/EBITDA, for 2021 at 4.8x, although this is expected to decline to the 2.5x-3.0x range of the forecast horizon as refining economics improve. The major differentiator between 'BB' issuers such as CVI and PBF versus 'BBB' peers is primarily size, geographic diversification and business line diversification. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- WTI oil prices of $60/bbl in 2021, $62.00/bbl in 2022, $57 in 2023 and $57 for the long-term; -- PADD II 2-1-1 crack spreads averaging $18 in 2020 and increasing to $19-$20 over the forecast period; -- Refinery utilization over 100% over the forecast period; -- Operating expenses of approximating $5.00 per barrel over the forecast period; -- Shareholder distributions of $125 million/year over the forecasted period to CVR Energy shareholders (excludes CVR Partners distributions; -- Total capex of $244 million in 2022 and $170 million thereafter; -- No assumptions for acquisition, divestitures, stock repurchases, or equity offerings over the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Greater earnings diversification and scale, or evidence of lower cash flow volatility; -- Reduced exposure to environmental and regulatory obligations due to increase focus on renewables; -- Sustained mid-cycle debt/EBITDA leverage at or below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Material reduction in liquidity over a sustained period; -- Sustained mid-cycle debt/EBITDA leverage above approximately 3.0x; -- A disproportionate increase in dividends or a share repurchase program that leads to a material reduction in liquidity; -- Material regulatory changes that can potentially reduce earnings. 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 Near-Term Liquidity: CVI (excluding the CVR Partners) had $465 million of cash and $371 million of availability under credit facilities as of Sept. 30, 2021. CVR Refining, LP has a $400 million senior secured asset-based lending (ABL) credit facility due in November 2022. The company is currently negotiating an amendment of the facility and it expects to have one in place by early-2022. Fitch believes that existing liquidity should allow CVI to support operational and debt obligations in 2022 with the expectation that improving refining economics will provide more than adequate liquidity over the forecast time horizon. The next bond maturity is not until 2025. CVR Partners refinanced its 9.25% senior secured notes due 2023 with news 6.125% secured notes due 2028. Fitch does not expect CVI to support the credit through a cash infusion; however, a change in financial policy could result in a negative ratings action. CVI owns 36% of CVR Partners and would benefit from a distribution of Partners available cash, if applicable. ISSUER PROFILE CVR Energy, Inc. is a diversified holding company primarily engage in the petroleum refining and nitrogen fertilizer manufacturing industries. CVR's petroleum segment is composed of two Mid-Continent refineries (Coffeyville and Wynnewood) and associated logistics assets. ESG CONSIDERATIONS CVR has an ESG Relevance Score of '4' for Governance Structure as Mr. Carl C. Icahn owns approximately 71% of the voting power of the common stock. The substantial ownership concentration has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DESERT VALLEY: Disclosure Inadequate, Atlas Residential Says ------------------------------------------------------------ Atlas Residential, LLC, objects to the approval of Desert Valley Steam Carpet Cleaning LLC's Fourth Amended Disclosure Statement. Atlas points out that the hearing on the Fourth Amended DS (and related deadlines) was not properly noticed out to creditors. Further, the Plan attached to the Fourth Amended DS is not consistent with what is set out and described in the Fourth Amended DS. Moreover, the Fourth Amended DS contains misleading information and fails to provide adequate information required by 11 U.S.C. § 1125 because, among other things, it (1) fails to adequately address Atlas's secured and unsecured claims; (2) improperly labels Atlas's impaired secured claim as "unimpaired"; and (3) fails to adequately explain the treatment of Lane & Nach's claim. Attorneys for Atlas Residential: Patrick R. Barrowclough ATKINSON, HAMILL & BARROWCLOUGH, P.C. 3550 N. Central Avenue, Suite 1150 Phoenix, AZ 85012 Tel: (602) 222-4828 Fax: (602) 222-4820 E-mail: pbarrowclough@ahblawfirm.com Cynthia L. Johnson LAW OFFICE OF CYNTHIA L. JOHNSON 11640 E. Caron Street Scottsdale, AZ 85259 Tel: (480) 381-7929 Fax: (480) 614-9414 E-mail: cynthia@jsk-law.com About Desert Valley Steam Carpet Cleaning Desert Valley Steam Carpet Cleaning, LLC, was formed on or about Aug. 12, 2005, for the purpose of owning and operating a multi-family housing property located at 603 and 607 North D. Street, Eloy, Arizona. Desert Valley Steam Carpet Cleaning sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-00570) on Jan. 16, 2020. Judge Brenda K. Martin oversees the case. Wright Law Offices, led by Benjamin Wright and Shawn A. McCabe, is serving as counsel to the Debtor. Wright replaced Patrick Keery of Keery McCue, PLLC, the original bankruptcy counsel of the Debtor. DIOCESE OF CAMDEN: Objects to Voting Record Date, Trustee Says -------------------------------------------------------------- The United States Trustee submitted an objection to the Diocese of Camden, New Jersey's Motion for Entry of an Order (a) Approving First Amended Disclosure Statement; (b) Establishing Plan Solicitation, Voting, and Tabulation Procedures; (c) Scheduling a Confirmation Hearing and Deadline for Filing Objections to First Amended Plan Confirmation; and (d) Granting Related Relief. The U.S. Trustee objects to the dates selected by the Debtor concerning the Voting Record Date, the Solicitation Date, the Rule 3018 Motion Filing Date, the Rule 3018 Motion Hearing Date, the Voting Deadline, the Deadline for Objecting to Confirmation and the Confirmation Hearing Date. The U.S. Trustee objects to the Motion as the Debtor: (i) seeks authority to ignore any Solicitation Packages returned as undeliverable, (ii) seeks to deem no vote classes as accepting the Plan; and (iii) seeks to reserve the right to waive any deficiencies or irregularities with any Ballots. The U.S. Trustee objects to certain language in the Notice of Non-Voting Status, the Ballot, and the Confirmation Notice dealing with the Releases in this case. About The Diocese of Camden The Diocese of Camden, New Jersey is a non-profit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. It is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. Reverend Robert E. Hughes, vicar general and vice president, signed the petition. In the petition, the Debtor disclosed total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. The Debtor tapped McManimon, Scotland & Baumann, LLC, as its bankruptcy counsel, Eisneramper, LLP, as financial advisor, Cooper Levenson P.A. and Duane Morris LLP as special counsel. Prime Clerk LLC is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured trade creditors in the Debtor's Chapter 11 case. The committee is represented by Porzio, Bromberg & Newman, P.C. EAGLE HOSPITALITY GROUP: Investors Get Contempt Sanctions --------------------------------------------------------- Leslie Pappas of Law360 reports that two investors in Eagle Hospitality Group hotels who have been sanctioned for contempt and labeled "fraudsters" by a Delaware judge have objected to the bankrupt hotel owner's Chapter 11 plan, saying it shouldn't be confirmed until their appeals to federal district court are resolved. In a bankruptcy court filing Thursday, December 9, 2021, Taylor Woods and Howard Wu said EHT US1 Inc. 's plan shouldn't be confirmed because they have 18 open lawsuits against the debtors with claims of $250 million pending. About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust ("Eagle H-REIT") and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis, in a diversified portfolio of income-producing real estate which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. EHT US1, Inc., and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1, Inc., estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP as bankruptcy counsel; FTI Consulting, Inc., as restructuring advisor; and Moelis & Company LLC, as investment banker. Cole Schotz P.C. is the Delaware counsel. Rajah & Tann Singapore LLP is Singapore Law counsel, and Walkers is Cayman Law counsel. Donlin, Recano & Company, Inc. is the claims agent. EVERGREEN I ASSOCIATES: Jan. 18, 2022 Disclosure Hearing Set ------------------------------------------------------------ Judge Christine M. Gravelle has entered an order within which January 18, 2022 at 2:00 pm in Courtoom 3 at USBC, 402 East State Street, Trenton NJ 08608 is the hearing on the adequacy of the Disclosure Statement filed by Debtor Evergreen I Associates LLC. In addition, written objections to the adequacy of the Disclosure Statement shall be filed no later than 14 days prior to the hearing. A copy of the order dated Dec. 09, 2021, is available at https://bit.ly/31JuxfD from PacerMonitor.com at no charge. About Evergreen I Associates LLC, et al. Evergreen I Associates LLC and its affiliates, Evergreen II Associates LLC; Evergreen III Associates LLC; and Evergreen Plaza Associates, LLC, are engaged in activities related to real estate. The companies each filed a Chapter 11 petition on September 9, 2021. In the petitions signed by Nicholas Aynilian, manager, each of Evergreen I Associates and Evergreen II Associates estimated $1 million to $10 million in both assets and liabilities. In addition, Evergreen III Associates listed $100,000 to $500,000 in assets and $1 million to $10 million, while Evergreen Plaza Associates disclosed up to $50,000 in assets and likewise $1 million to $10 million in liabilities. The Debtors' cases are jointly administered under Evergreen I Associates (Bankr. D. N.J. Lead Case No. 21-17116). Judge Christine M. Gravelle presides over the cases. Riker, Danzig, Scherer, Hyland & Perretti LLP is tapped as the Debtors' counsel. FIRST BRANDS: Fitch Rates Proposed $200MM Incremental Loan 'BB+' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR2' rating to First Brands Group LLC (FBG) proposed $200 million incremental senior secured first lien term loan due 2027. FBG's Long-Term Issuer Default Rating (IDR) is 'BB-', and its Rating Outlook is Stable. KEY RATING DRIVERS Proposed Incremental Term Loan: Proceeds from the proposed incremental term loan will be used to fund organic growth opportunities and for general corporate purposes, as well as to pay related fees and expenses. The transaction will increase leverage slightly, but Fitch continues to expect leverage to decline over the next year as the company executes on its restructuring initiatives. Ratings Overview: FBG is a manufacturer of non-discretionary, branded automotive aftermarket parts and components primarily for the replacement end-market in North America. FBG's ratings reflect the company's shift to a more conservative financial policy, its strong market position in a relatively stable end-market, and Fitch's expectation of improved operating and FCF margins. However, the company's product offering, which is more mature, and its limited geographic diversification are also incorporated into the ratings. The Stable Outlook reflects FBG's solid business profile, with a focus on the less-cyclical automotive aftermarket parts segment. It also incorporates Fitch's expectation that the company's restructuring activities, combined with debt reduction, will lead to credit protection metrics that are consistent with the low-'BB' rating category for the next several years. Strong Brand Portfolio: FBG is a privately held automotive replacement products company. It maintains a strong portfolio of brands, which are market-leading across multiple categories. FBG has the leading market share in North America within brakes, filters, fuel pumps, gas springs and wipers. Key brands include Centric, Raybestos and StopTech in brakes; FRAM and CHAMP in filters; Carter and Airtex-ASC in fuel & water pumps; STRONGARM in gas springs; AUTOLITE in spark plugs; and Trico and ANCO in wipers. Localized Manufacturing: Fitch expects FBG to benefit from global supply chain constraints as a result of the company's decision to onshore a majority of its operations in Mexico from China prior to 2018. Fitch believes FBG's decision to onshore operations minimizes transportation risks by shortening the physical supply chain and it limits the effects of higher logistics costs on its profitability. Fitch expects FBG's reliance on suppliers in Asia to diminish overtime as the company plans to source more of its braking components from factories in North America. FCF Expected to Improve: Fitch expects FBG's FCF margins to be pressured in the short term due primarily to the timing of the company's restructuring activities as well as costs associated with its debt refinancing transaction earlier in 2021. FBG's FCF margin (as calculated by Fitch) was -1.8% in 2020 due to elevated costs as a result of a few debt-funded acquisitions that were completed during the year. Fitch expects FBG's FCF margins to rise toward 1.5% or higher by YE 2021 before rising materially by YE 2022 once restructuring costs subside and benefits from the cost savings initiatives are realized. Fitch expects capex as a percentage of revenue to run around 2.0% over the next several years, higher than the previous two years of roughly 1.5%, as the company's capex needs increase. Declining Leverage: As a result of timing-related effects due to prior year acquisitions, Fitch expects FBG's gross EBITDA leverage (gross debt, including off-balance sheet factoring/EBITDA, as calculated by Fitch) to decline toward the low-4x range by YE 2021 after rising toward the mid-6x range at YE 2020. Fitch then expects gross EBITDA leverage to decline towards the high-2x range as EBITDA rises due to benefits from cost savings initiatives and the company targets excess cash towards debt reduction. Fitch expects FFO leverage to also be in the low-4.0x range by YE 2021, potentially declining towards the mid-3x by YE 2022. FBG's FFO leverage at YE 2020 was elevated due to timing related effects from prior year acquisitions as well as from elevated transaction costs. DERIVATION SUMMARY FBG is among the smaller public automotive suppliers, with a focus on non-discretionary, branded automotive aftermarket parts and components. Compared with suppliers with exposure to the automotive aftermarket, such as Robert Bosch GmbH (F1+), Goodyear Tire & Rubber (The) (BB-/Stable), Tenneco, Inc. (B+/Stable), and Clarios Global LP (B/Stable), FBG is smaller, with sales that are less geographically diversified, as roughly 90% of FBG's revenue is derived in North America. Compared with other Fitch-rated auto suppliers, FBG's products contain lower levels of technology content with key products such as brakes, wiper blades, gas springs, fuel & water pumps, spark plugs, and automotive filters, which are more mature in-nature than those of higher tech rated issuers such as BorgWarner, Inc. (BBB+/Stable) or Aptiv PLC (BBB/Stable). Compared with the aforementioned suppliers Tenneco, Inc. and Clarios Global LP, FBG's EBITDA leverage is lower and its EBITDA margins are much stronger. Fitch expects FBG's strong EBITDA margins to be nearly double those of many investment-grade auto supply issuers, such as BorgWarner Inc., Aptiv PLC and Lear Corporation (BBB/Stable) as FBG benefits from its restructuring program in the intermediate term. Fitch expects FBG's FCF margins to be stronger than Aptiv PLC and Clarios Global LP as cash restructuring expenses decline in the intermediate term. KEY ASSUMPTIONS -- Revenue rises in 2021 primarily as a result of acquisitions that were completed in the latter half of 2020. Revenue rises by approximately 4.0% in 2022 and 3.0% in 2023; -- EBITDA margins are expected to increase toward 25% in 2021 and to then rise toward 31% in 2022. Margins are primarily driven by benefits from cost savings initiatives; -- The company does not engage in any debt-funded acquisitions; -- FCF margins run at about 1.5% in 2021, before rising materially in 2022; -- Capital intensity (capex as a percentage of revenue) runs at about 2.0% throughout the forecast; -- Fitch expects the company to direct excess cash toward debt reduction or tuck-in acquisitions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross EBITDA leverage sustained below 3.0x; -- FFO leverage sustained below 3.0x; -- FCF margins sustained above 5.0%; -- Further diversification in the company's geographic and end markets. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A merger or acquisition that results in higher leverage or lower margins for a sustained period; -- Debt-funded shareholder returns; -- Gross EBITDA leverage sustained above 4.0x; -- FFO leverage sustained above 4.0x; -- FCF margins sustained below 1.0%. 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 Liquidity: Fitch expects FBG's liquidity position to improve to solid from adequate over the next couple of years. As of July 3, 2021, FBG had $77 million of unrestricted cash (excluding Fitch's adjustments for not readily available cash). In addition to its cash, FBG maintains additional liquidity through its $250 million Asset-Based Lending (ABL) revolver which matures in 2024. As of July 3, 2021, FBG had approximately $194 million in remaining available capacity after accounting for the borrowing base and approximately $28 million in Letters of Credit (LOCs) outstanding. Based on its criteria, Fitch treats cash needed to cover seasonal needs and other obligations, as "not readily available" for purposes of calculating net metrics. Due to the seasonality in FBG's business, Fitch has treated $45 million of FBG's consolidated cash at Jan. 1, 2021 as not readily available. Starting in 2021, Fitch has treated $75 million of FBG's cash as not readily available, based on Fitch's updated estimate of the amount of cash the company needs to keep on hand to cover seasonality in its business. Fitch believes the company has sufficient financial flexibility to meet its intermediate-term cash obligation needs due to the company's availability on its ABL facilities and Fitch's expectation for solid FCF generation. Debt Structure: FBG's debt structure consists of borrowings on its secured credit facility (which includes a First Lien Term Loan, second lien Term Loan, and an ABL revolver) and off-balance sheet factoring that Fitch treats as debt. FBG's off-balance sheet factoring includes supply chain financing programs that the company has with some of its aftermarket customers to whom the company has entered into extended payment terms. If the financial institutions involved in these programs were to curtail or end their participation, FBG might need to borrow from its revolver to offset the effect, but it could also mitigate at least a portion of the effect by exercising its contractual right to shorten the payment terms with these particular aftermarket customers. As of July 3, 2021, FBG had $2.0 billion of on-balance sheet debt and $406 million of off-balance sheet debt. Total On-Balance Sheet Debt consisted of: -- $1,479 million of secured first lien term loan borrowings; -- $540 million of secured second lien term loan borrowings; -- $22 million of other long-term debt. ISSUER PROFILE FBG is a leading manufacturer of non-discretionary, branded automotive aftermarket parts and components in North America. The company has a leading market position in the top-three categories sold at auto retailers. Key brands include FRAM, Trico, Centric and Raybestos. 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. FLIX BREWHOUSE: Unsecureds to Recover 100% in Subchapter V Plan --------------------------------------------------------------- Flix Brewhouse NM LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a Subchapter V Plan of Reorganization dated Dec. 09, 2021. The Debtor is a New Mexico limited liability company and a wholly owned subsidiary of Holdco, which in turn is a wholly owned subsidiary of FELLC. The Debtor's business is located at the Premises in the Village @ La Orilla shopping center in Albuquerque, New Mexico, where it conducts business as "Flix Brewhouse" and operates a 37,557 square foot entertainment and dining venue. The Debtor is proposing a reorganization of the Debtor pursuant to which the Debtor emerges fully operational from bankruptcy and pays unsecured creditors 100% of their Allowed Claims. The Debtor's ability to reorganize in this fashion presumes that the Debtor prevails in its dispute with its landlord, Village @ La Orilla, LLC, over amounts due for rent during a 16-month period of the Pandemic that was subject to restrictions by order of the Governor of New Mexico. For 14 months Debtor was completely prohibited from conducting its business as a motion picture exhibitor and for two months Debtor's ability to operate was subject to severe capacity restrictions. This dispute is the subject of pending litigation. The Debtor's liabilities (including contingent liabilities) include (a) approximately $350,000 (secured) owed to FELLC under the DIP Loan as of the filing of this Plan, (b) approximately $1,451,000 (secured) owed to Comerica on account of the SBA Loan, (c) approximately $5,607,263.68 of contingent liability owed to Holdco on account of the Debtor's guaranty of the Holdco Loan, (d) approximately $19,017 in estimated Secured Tax Claims, and (e) approximately $90,495 owed to General Unsecured Creditors. In addition, the Debtor's books and records indicate unsecured obligations to affiliates totaling $7,828,636. Finally, as of the Effective Date, the Debtor will have certain administrative liabilities accrued in this Case to the extent they remain unpaid. The Plan will treat claims as follows: * Class 1 consists of the claim of Comerica Bank. The rights of Comerica remain unchanged under the Plan. The Holdco Loan and SBA Loan shall each remain unmodified. Comerica shall continue to receive its contract payments from the Debtor on the SBA Loan and the Holdco Loan pursuant to the applicable loan documents for those obligations. Class 1 is Unimpaired. * Class 2 consists of Secured Tax Claims. Holders of Secured Tax Claims (such as certain taxes owed to the state of New Mexico which attach to Debtor property until paid) will receive cash in an amount to pay 100% of their Allowed Claims on the Effective Date of the Plan, or, for a disputed Claim, within 30 days of the Claim being Allowed, whichever occurs later. Class 2 is Unimpaired. * Class 3 consists Other Priority Claims. Holders of Other Priority Claims will receive cash in an amount to pay 100% of their Allowed Claims on the Effective Date of the Plan, or, for a disputed Claim, within 30 days of the Claim being Allowed, whichever occurs later. Class 3 is Unimpaired. * Class 4 consists of General Unsecured Claims. Holders of Allowed General Unsecured Claims will receive cash in an amount to pay 100% of their Allowed Claims, without interest, within 30 days of the occurrence of the Effective Date of the Plan or, for a disputed Claim, within 30 days of the Claim being Allowed, whichever occurs later. Class 4 is Unimpaired. * Class 5 consists of Affiliate Claims. Holders of Affiliate Claims will not receive a distribution under the Plan. Affiliate Claims shall be reinstated on the Effective Date and remain obligations of the Debtor after the Effective Date. Class 5 is Unimpaired. * Class 6 consists of Equity Interests. Holders of Interests in the Debtor shall retain 100% of their Interests. Class 6 is Unimpaired. The Debtor will have enough cash on hand on the Effective Date, and as required thereafter, to pay all the Claims and expenses that are entitled to be paid on and after the Effective Date. The sources of the cash available on the Effective Date shall be cash on hand, as well as cash available under the DIP Loan. FELLC has agreed to convert amounts due to it under the DIP Loan into preferred equity in the Reorganized Debtor. The Debtor is proposing to pay all Allowed Claims, including Administrative Claims, Priority Claims, and Cure Claims, in full within 30 days of (a) the Effective Date; or (b) the date on which such Claim is Allowed, and to continue meeting its contractual obligations to Comerica under the Holdco and SBA Loan documents. In other words, the Debtor does not propose to pay creditors over the course of a three-year plan, but shortly following the Plan becoming effective. For that reason, the Debtor has not included a projected payment plan proposing to pay the Debtor's projected disposable income to Creditors on account of Claims. Upon the Effective Date, or within 30 days after a Claim is Allowed, the Debtor shall pay in full all Administrative Claims, Priority Tax Claims, Other Tax Claims, and General Unsecured Claims, as well as any Allowed Cure Claims due upon assumption of an Executory Contract, including any cure payment made to the Landlord. A full-text copy of the Subchapter V Plan of Reorganization dated Dec. 09, 2021, is available at https://bit.ly/3DH5EOo from PacerMonitor.com at no charge. Co-Counsel to the Debtor: Rachael Smiley FERGUSON BRASWELL FRASER KUBASTA PC 2500 Dallas Pkwy Plano, TX 75093 Telephone: 972.378.9111 Facsimile: 972.378.9115 rsmiley@fbfk.law Jonathan Friedland Jack O'Connor Mark Melickian SUGAR FELSENTHAL GRAIS & HELSINGER LLP 30 N. LaSalle St., Ste. 3000 Chicago, Illinois 60602 Telephone: 312.704.9400 Facsimile: 312.704.9400 E=mail: jfriedland@sfgh.com joconnor@sfgh.com mmelickian@sfgh.com About Flix Brewhouse NM LLC Flix Brewhouse NM LLC is a New Mexico limited liability company that operates a dine-in cinema under the name "Flix Brewhouse," located in the Village @ La Orilla commercial real estate development in Albuquerque, N.M. It is a wholly owned subsidiary of Flix Brewhouse Holdco LLC, which is a wholly owned subsidiary of Flix Entertainment LLC. Flix Entertainment in turn owns several other direct and indirect subsidiary entities that operate Flix Brewhouse locations across the Southwestern and Midwestern U.S. Flix Brewhouse NM's business is multifaceted, consisting of an eight-screen luxury dine-in movie theater showing first-run films to consumer audiences, a lounge and a craft microbrewery producing Flix Brewhouse-branded beer. On Sept. 10, 2021, Flix Brewhouse NM filed a petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 21-30676), listing as much as $10 million in both assets and liabilities. Allan L. Reagan, president of Flix Brewhouse NM, signed the petition. The Debtor is represented by Ferguson Braswell Fraser Kubasta, PC and Sugar Felsenthal Grais and Helsinger, LLP as legal counsel. HMP Advisory Holdings, LLC, doing business as Harney Partners, is the financial advisor. On Sept. 13, 2021, the U.S. Trustee for Region 6 appointed Michael Colvard to serve as Subchapter V trustee. GAIA INTERACTIVE: Cathay Agrees to Offer Unsecureds $25K Carveout ----------------------------------------------------------------- Gaia Interactive, Inc., submitted a Plan of Reorganization for Small Business dated Dec. 09, 2021. Payments due under the Plan total $1,945,855.52 including regular monthly payments including interest to Cathay Bank of $25,000 during the Plan period and consist of the following: * $169,000 for pre-confirmation and $155,000 for projected post-confirmation administrative claims; * $56,094.76 for priority tax claims; * $1,720,833.52 in total for Cathay Bank plus interest; The Debtor does not expect any funds to remain for distribution to general unsecured creditors except for $25,000 which Cathay Bank has agreed as a carve out to create a pool for payment of allowed general unsecured creditor claims. The final Plan payment to unsecured claims is expected to be paid not later than 8 months after the Effective Date; The final Plan payment to priority claims is expected to be paid not later than 12 months after the Effective Date; The final Plan payment to Cathay Bank will be 12-18 months after the Effective Date. Class 2B consists of the Secured claim of BlueVine Capital, Inc. BlueVine shall receive no distribution under this Plan as its claim was listed as disputed, and BlueVine never filed a claim. The Debtor shall be entitled to bring an action to avoid the lien of BlueVine as its UCC-1 financing statement was filed in the wrong state and its lien is unperfected. Class 2D consists of the Secured claim of Cathay Bank. Cathay Bank will retain its first priority lien securing its claim and shall receive treatment in accordance with § 1129(b)(2)(A)(I) and (II) of the Code, with its claim being treated as fully secured pursuant its election under §1111(b) of the Code. Class 2J consists of the Secured claim of Advantage Capital. The Debtor will bring an action to avoid the lien of Advantage Capital as its UCC 1 financing statement was filed in the wrong state and its lien is unperfected. If the Debtor is successful, Advantage Capital shall receive no payment on account of its Class 2J claim, and the debt, to the extent allowed, will be treated as a Class 3A general, unsecured claim. Class 3A consists of the General unsecured claims. Holders of allowed Class 3A general unsecured claims shall receive pro rata payments from (a) the $25,000.00 pool created as a carve out from Cathay Bank's collateral (the "Creditors' Pool") within 8 months after the Effective Date of this Plan, and (b) any net recoveries from preference claims or other avoidance actions. Class 3B consists of the Novel Animation Claims. Holders of allowed Class 3B general unsecured claims shall be subordinated all other claims in this case and shall receive nothing under this Plan. Class 4 consists of Equity interest of Novel Animation, Inc. The interests of shareholder Novel Animation, Inc. shall be retained and pass through the bankruptcy without modification except that such interests shall have no power to prevent a sale of Debtor's assets under this Plan. The Debtor will retain possession of the property of the estate. The Debtor will continue to operate. The Debtor will contribute 100% of its projected disposable income to make plan payments, including payment of post-confirmation administrative expenses . After 12 months of payments under the confirmed plan, Cathay Bank at its sole election may continue to elect to receive monthly payments from the Debtor for up to a total of 18 months or an additional period of time at the request of Cathay Bank based on the recommendation of the sale professional engaged by the Debtor in order to help facilitate a going concern sale of the Debtor. Following confirmation, the Debtor shall initiate a sale process to sell its assets and pay in full the amount of Cathay Bank's claim remaining as of the close of the sale. Any out-of-pocket costs required by an appointed sale professional up to $5,000.00 may be paid by reduction of the next required monthly payment to Cathay Bank by that amount, and Cathay Bank shall be reimbursed from the sale proceeds. Milestones shall be agreed upon and set for sale process including an outside closing date. Cathay Bank's decision to sell the Debtor's assets shall not be based on any required employment contract with James Cao and Derek Liu, but rather James Cao and Derek Liu at their election may agree to remain employees of the Debtor under conditions to be agreed upon with Cathay Bank pending the sale of the Debtor's assets. The Debtor shall cooperate with any effort by Mr. Cao and Mr. Liu to refinance the obligations owed to Cathay Bank. Treatment of Cathay Bank The Class 2D claim of Cathay Bank shall be treated as a secured claim, to the extent allowed, pursuant to its election to be treated as fully-secured under §1111(b) of the Code. Cathay Bank, by voting to accept the Plan, accepts and agrees to the carve-outs from cash collateral to be used to fund required confirmation administrative expenses including payment for Subchapter V trustee, the Debtor's professionals for approved administrative expenses in excess of retainers, to set up a reserve to pay Cathay Bank debt service post-petition and to meet operating cash needs on a monthly basis, not to exceed an amount to be specified twelve-month business plan and financial forecast. Cathay Bank shall receive monthly payments for 12 months after the effective date of a plan in the amount of at least $25,000. Monthly payments to Cathay Bank shall increase provided the Debtor has excess cash. Cathay Bank shall forego a distribution totaling $25,000.00 cash prorated over six months from distributions to Cathay Bank after the effective date of a plan (i.e. $4,166.66 will be withheld from each of the first 6 months of Cathay Bank's post-confirmation monthly payments for a total of $25,000.00). Said $25,000 pool (the "Creditors' Pool") will be contributed to the Creditors' Pool for pro rata payment of the Debtor's unsecured non-priority creditors (i.e. all creditors except Cathay Bank, administrative claims and priority tax claims but not including subordinated claims). If the Debtor sells substantially all of its assets before the Creditors' Pool has been fully funded and/or administrative and priority taxes have been fully paid, then the sale proceeds shall be used (i) to pay remaining unpaid pre-petition priority taxes in an amount not to exceed $56,094. 76 plus statutory interest provided that Gaia has made the monthly payments for such taxes called for in the budget through the sale closing date; (ii) second to pay unpaid administrative taxes owed by Gaia; (iii) to pay the Secured Claim of Cathay Bank on a priority basis before any other payments; (iv) fourth, to pay administrative expenses, including professional fees through the closing of the sale not previously paid pursuant to the budget from operations; (v) fifth, to complete the funding of the Creditors' Pool if not fully funded as the closing of the sale. A full-text copy of the Plan of Reorganization dated Dec. 09, 2021, is available at https://bit.ly/3II3Vfu from PacerMonitor.com at no charge. About Gaia Interactive Gaia Interactive, Inc. -- doing business under several names such as Gaia Online; Gaia Online, LLC; Ravel Labs LLC and Unrave â€“ owns and operates online communities platform in Santa Clara, California. The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 21-50660) on May 12, 2021, in the U.S. Bankruptcy Court for the Northern District of California. The petition was signed by James Cao, CEO. As of the Petition Date, the Debtor has $567,616 in total assets and $8,193,464 in total liabilities. Judge Stephen L. Johnson oversees the case. Binder & Malter, LLP represents the Debtor as counsel. Monique D. Jewett-Brewster, Esq., at Hopkins & Carley, A Law Corporation, represents Cathay Bank. GENUINE FINANCIAL: S&P Raises ICR to 'B' Following Debt Repayment ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Tennessee-based background screening services provider Genuine Financial Holdings LLC (doing business as HireRight) to 'B' from 'B-' and its issue-level rating on its first-lien secured credit facility to 'B' from 'B-'. S&P's '3' recovery rating on the first-lien credit facility is unchanged. S&P said, "The positive outlook reflects our expectation for solid operating performance and margin expansion such that adjusted leverage could fall and remain below 5x over the next 18 months as it adopts a less aggressive financial policy. "We expect the company's financial risk tolerance to moderate following the IPO. We expect HireRight, as a public company, to manage its target capital allocation consistent with our adjusted leverage estimate in the 4x-5x area. By 2022, we forecast that HireRight will reduce its adjusted leverage to the mid 5x area. Accelerating organic revenue growth due to industry tailwinds from elevated job openings and employee turnover, compounded with improving operating leverage will likely expand EBITDA margins to the low-20% area over the next 12 months, although lower than peers due to strategic one-time investments. In addition, we expect reduced interest expense and growing EBITDA to provide healthy cash flow generation, allowing for increased flexibility to pursue organic and inorganic growth initiatives. Our assumptions reflect its recent recovery in operating performance and expectation for healthy hiring trends across its verticals. Notably, if the transportation and small and midsize business (SMB) verticals (about 30% of total revenues) fully recover to 2019 levels, we believe there is an opportunity for the company to drive revenue growth well above our 7% base case forecast for 2022. "Over the next two years, investments totaling up to $45 million and required tax receivable payments will limit EBITDA margin expansion and cash flow potential. HireRight is beginning to build automation into its screening workflows, including natural language and robotics process automation. We believe the investments are critical to staying competitive and, if properly executed, will result in faster and more reliable screenings. As the investments roll off, we expect EBITDA margins to align with industry peers in the mid- to high-20% area. In 2022, our cash flow forecast assumes modest payments toward the $209 million tax receivable obligation accelerating to $20 million to $30 million thereafter, limiting growth in free operating cash flow (FOCF) in the $90 million area." HireRight's financial-sponsor control continues to control the company, despite the IPO. Stone Point and General Atlantic retain about 58 % equity interest following its IPO, and we don't expect the financial sponsors to relinquish their controlling position over the next year. Accordingly, our ratings reflect the risk that financial sponsors may peruse aggressive policies to maximize their investment returns, including debt shareholder returns or strategic debt funded acquisitions. The positive outlook reflects S&P's expectation for solid operating performance and margin expansion to the mid-20% area over the next 12 months. It also reflects the likelihood that adjusted leverage could fall and remain below 5x over the next 18-24 months as it adopts a less aggressive financial policy. S&P could raise the rating if leverage declines below 5x on a sustained basis. In this scenario, S&P would expect: -- Demonstrates consistent organic revenue growth in the mid to high single-digit percent area; -- EBITDA margins at or above the low-20% area; -- A less aggressive financial policy; and -- Automation investment supports the improvement of organic revenue growth and profit margins. S&P could return the outlook to stable if: -- Revenue and EBTDA margins fall short of expectations resulting in leverage sustained above 5x. -- Unfavorable industry growth trends causing screening volumes to decline; -- Loss of market share resulting from weak retention rates; -- Deteriorating EBITDA margins due to higher third-party data costs or greater than expected investments to remain competitive; or -- Debt funded shareholder returns or M&A that S&P views as non-accretive. GRUPO AEROMEXICO: Wins Approval to Solicit Plan Votes ----------------------------------------------------- Grupo Aeroméxico, S.A.B. de C.V. (BMV: AEROMEX) announced that on Dec. 10, 2021, the Bankruptcy Court entered an order approving the Disclosure Statement with respect to the Joint Plan of Reorganization for Aeromexico and its subsidiaries that are debtors in the Company's Chapter 11 restructuring process. The Debtors now have Court approval to launch solicitation of votes on the Plan. The foregoing represents another key milestone in the Company's restructuring process. Aeromexico will continue working with all of its key stakeholders to obtain Court approval of the Plan and emerge from Chapter 11 as expeditiously as possible. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker. White & Case LLP, Cervantes Sainz S.C. and De la Vega & Martinez Rojas, S.C., serve as the Debtors' special counsel. Epiq Corporate Restructuring, LLC, is the claims and administrative agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors on July 13, 2020. The committee is represented by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP. GRUPO POSADAS: Joint Prepackaged Plan Confirmed by Judge -------------------------------------------------------- Judge Sean H. Lane has entered findings of fact, conclusions of law and order confirming the Joint Prepackaged Chapter 11 Plan of Reorganization of Grupo Posadas S.A.B. de C.V. and its affiliate, Operadora del Golfo de Mexico, S.A. de C.V. The Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code. Article IV of the Plan and various other provisions in the Plan, the Plan Supplement, the exhibits and attachments to the Plan and the Disclosure Statement provide, in detail, adequate and proper means for the Plan's implementation. The Plan satisfies the requirements of section 1129(a)(3) of the Bankruptcy Code. The Plan is based upon the RSA entered into by the Debtors and the Consenting Noteholders on August 17, 2021. On November 17, 2021, the Court approved the Debtors' assumption of the RSA as being fair, reasonable and an exercise of the Debtors' prudent business judgment consistent with their fiduciary duties. The Chapter 11 Cases were filed, and the Plan was proposed, with legitimate and honest purposes including (i) a restructuring of the Debtors' debt obligations and (ii) preservation of the going concern value of the Debtors' businesses and maximization of value to creditors. The Debtors' and the Consenting Noteholders' good faith is evident from the facts and record of the Chapter 11 Cases, the Disclosure Statement and the record of the Confirmation Hearing and other proceedings held in the Chapter 11 Cases. The Plan fairly achieves a result consistent with the objectives and purposes of the Bankruptcy Code, including the provisions of the Bankruptcy Code favoring consensual reorganization such as "prepackaged" chapter 11 cases, and is consistent with other prepackaged cases that have been filed before this Court. Counsel to the Debtors: CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 Richard J. Cooper Jane VanLare About Grupo Posadas Posadas is the leading hotel operator in Mexico and owns, leases, franchises and manages 185 hotels and 28,690 rooms in the most important and visited urban and coastal destinations in Mexico. Urban hotels represent 87% of total rooms and coastal hotels represent 13%. Posadas operates the following brands: Live Aqua Beach Resort, Live Aqua Urban Resort, Live Aqua Boutique Resort, Grand Fiesta Americana, Curamoria Collection, Fiesta Americana, The Explorean, Fiesta Americana Vacation Villas, Live Aqua Residence Club, Fiesta Inn, Fiesta Inn LOFT, Fiesta Inn Express, Gamma, IOH Hotels, and One Hotels. Posadas has traded on the Mexican Stock Exchange since 1992. Grupo Posadas S.A.B. de C.V. and affiliate Operadora del Golfo de Mexico, S.A. de C.V. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-11831) on October 26, 2021. The cases are handled by Honorable Judge Sean Lane. The Company tapped Cleary Gottlieb Steen & Hamilton LLP as international legal counsel; Ritch, Mueller y Nicolau, S.C. and Creel, Garcia-Cuellar, Aiza y Enriquez SC, as Mexican legal counsel; and DD3 Capital Partners as financial advisor. Prime Clerk LLC is the claims agent. INSTANT BRANDS: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'B' issuer credit rating on U.S.-based Instant Brands Holdings Inc. (formerly Corelle Brands Holdings Inc.). S&P said, "The negative outlook reflects the possibility that we could lower the ratings over the next year if Instant Brands sustains leverage above 6.5x and its operating performance and cash flow do not improve. "The outlook revision to negative from stable reflects Instant Brands' elevated leverage and weak cash flow through the third quarter. We estimate leverage for the 12 months ended Sept. 30, 2021, was about 7x. We had expected the company to deleverage closer to 6.5x by the end of 2021. We believe leverage will remain about 7x through the end of fiscal 2021 and negative free operating cash flow (FOCF) due to high working capital use that will not unwind until 2022. Sales declined about 32% during the quarter and adjusted EBITDA dropped over 40%. Despite some pricing actions during the quarter, direct import disruptions and delayed product launches contributed to the large revenue drop. Instant Brands reduced the volume of fourth-quarter promotional sales due to delayed pickups and extraordinary freight costs. Profits suffered from lower revenues, tariffs on certain products, rebuild of the Corelle furnace, excess freight charges, and high labor costs. FOCF through the first nine months of the year was negative because the company increases inventory for its peak seasonal fourth quarter and builds inventory to account for longer lead times. It strategically cancelled orders on delayed shipments to prevent an overstock of inventory that would have missed Black Friday promotional timing and further profit deterioration by importing products at high domestic spot freight rates. "We do not expect profitability and cash flow improvements until 2022. Instant Brands does not expect a material improvement in the fourth quarter of 2021 due to the reasons stated above. As a result, we do not anticipate an unwind of inventory until at least the second quarter of 2022. The company will continue to operate with higher working capital as it replenishes and builds inventory ahead of the Chinese New Year when its manufacturers of its Instant Brand products typically have limited production. At the end of the third quarter, the company had drawn about $108 million on its $250 million asset-based lending (ABL) facility. It also used about $30 million from its debt issuance this year to help fund the inventory build. We do not expect substantial paydown on the ABL until the back half the year because the company will need to rebuild inventory ahead of Amazon Prime Day, which is typically in the third quarter. Historically, the company has relied on new product launches for growth and better price and mix. New products incorporate technologies and cross-branded products that command price premiums and keep consumers within the Instant Brands product ecosystem. "The industry is highly competitive and market share loss is a risk if competitors have higher inventory. Although Instant Brands still holds the largest market share in the traditional electric pressure cooker category, the small appliance industry is highly competitive and relatively price sensitive given its discretionary nature. While the company has successfully increased prices, we believe additional increases could hurt demand for its multicookers and air fryers, especially if competitors end 2021 with higher inventory that they may promote heavily. We believe Instant Brands is well-positioned in its storage, dinnerware, and bakeware products given its strong brands and domestic manufacturing footprint for the Corelle brand. "We expect Instant Brands to maintain leverage at or above 5x over the longer term. In March 2021, the company's financial sponsor conducted a leveraged dividend recapitalization. We believe this demonstrates its appetite for operating with leverage of above 5x. We expect the company could releverage its balance sheet in the longer term for an acquisition or another dividend to maintain adjusted leverage of 5x or above. "The negative outlook reflects our expectation that we could downgrade Instant Brands over the next 12 months if operating performance does not improve." S&P could lower the ratings if the company's operating performance deteriorates such that it sustains leverage above 6.5x or negative FOCF. S&P believe this could happen if: -- Revenue and EBITDA do not improve in 2022 due to better inventory management and the easing of supply chain disruptions; -- Competition intensifies such that the company loses market share; or -- It makes large, debt-funded acquisitions or dividends. S&P could revise the outlook to stable if Instant Brands reduces leverage below 6.5x, restores FOCF to positive, and maintains adequate liquidity. S&P believes this could occur if the company: -- Starts to unwind its inventory and continues new product launches; -- Does not lose significant market share to competitors because they have more inventory and/or maintain lower prices; and -- It does not demonstrate more aggressive financial policies. INTELSAT SA: Fraud Allegation by Jackson Creditors in Bankruptcy ---------------------------------------------------------------- Advanced Television reports that Dec. 10, 2021 saw a submission entered into Intelsat's Chapter 11 bankruptcy hearing which used the phrase 'actio pauliana', which translates as meaning 'designed to protect creditors from fraudulent legal transactions'. The phrase was used by Luxembourg lawyer, Yann Hilpert, in his declaration to the court. He told the court that under Luxembourg law, an actio pauliana is a legal term brought by creditors to challenge acts done by their debtors in alleged fraud of certain rights. Hilpert is a lawyer acting for a number of creditors known as the 'Jackson Crossover Group.' The Luxembourg complication is that many of the Intelsat businesses were formally located and financially domiciled in Luxembourg because of its favourable taxation advantages. Hilpert's submission says that he had been asked to investigate and analyse (by the Jackson Crossover Group) whether, "in the facts and circumstances here, a Luxembourg court would find Intelsat SA's and Intelsat Investment Holding Sarl's (the "TopCo Guarantors") release of their guarantees (the "TopCo Guarantees") of three series of unsecured notes (the "Jackson Unsecured Notes") issued by Intelsat Jackson Holdings, S.A. ("Jackson") to be ineffective if challenged under actio pauliana under Luxembourg law." The lawyer states that he believes a Luxembourg court "would likely find that the facts and circumstances surrounding the TopCo Guarantors' releases here satisfy all five elements of an actio pauliana claim." About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. INTELSAT SA: Lines Up $7.8 Billion Loan for Bankruptcy Exit ----------------------------------------------------------- Intelsat S.A. and affiliates ask the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, for authority to, among other things, continue using cash collateral on a final basis and obtain postpetition financing. The Debtors seek authorization to enter into a DIP-to-Exit Financing consisting of: * up to $500 million in superpriority revolving facility to be fully syndicated by a group of banks; * a $1 billion superpriority term loan A facility, of which $500 million will be syndicated by the Bank Arrangers and $500 million will be purchased by so-called backstop parties; * a $3.375 billion first lien term loan B facility, of which $2.875 billion will be syndicated by the Bank Arrangers and $500 million will be purchased by the Backstop Parties, and * $3 billion in secured senior notes, which will be fully backstopped by the Backstop Parties. Subject to the satisfaction of certain conditions precedent, each of the DIP Facilities will convert into an exit facility upon the Debtors' emergence from Chapter 11. The DIP revolving facility has a term of five years after the Closing Date. Term Loan A has a 364-day term after the Closing Date. Term Loan B has a seven-year term after the Closing Date. The New Secured Notes will mature on the eighth anniversary of the Conversion Date. Intelsat Jackson Holdings S.A. is the borrower-issuer under the DIP-to-Exit Financing. The Bank Arrangers are Barclays Bank PLC, Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Goldman Sachs Lending Partners LLC, and JPMorgan Securities LLC. Barclays is the sole administrative agent and sole collateral agent. Barclays, Goldman Sachs, JPMorgan, Deutsche Bank and Credit Suisse are the lead arrangers. Davis Polk & Wardwell LLP serves as counsel to the Agents and Lead Arrangers. After more than a year and a half in Chapter 11 and months of extensive negotiations in one of the largest and most complex Chapter 11 cases in recent history, the Debtors stand on the verge of confirming a Chapter 11 plan that will maximize value for all stakeholders. The Debtors have executed the Amended Plan Support Agreement that is supported by holders of approximately $11.9 billion in claims, representing nearly 81% of the Debtors' outstanding prepetition indebtedness across their capital structure, and have filed the Plan. The Plan has similarly been overwhelmingly supported, with over 90% of the Debtors' creditor constituents voting to accept the Plan. Following extensive negotiations, the Plan is now also supported by the Debtors' largest competitor, SES Americom, Inc. As the Debtors will demonstrate, the Plan, including the Settlement, constitutes a value-maximizing and carefully balanced compromise between the various constituents in these cases, especially given the absence of any viable alternatives and the lengthy, uncertain, and value-destructive litigation that would otherwise result from the absence of consensus with these parties. The Debtors now look to swiftly progress the Chapter 11 cases toward plan confirmation and a successful emergence. The DIP Facilities are a key component of the Debtors' overall restructuring efforts because they provide the Debtors with the flexibility and liquidity necessary to, among other things, (a) fund the distributions pursuant to the Plan, (b) repay the outstanding Prepetition Secured Debt, (c) refinance their $1.5 billion Existing DIP Facility, (d) execute key operational tasks, including financing expenses related to their C-band clearing efforts, and (e) fund their business plan through and following emergence. As security for and solely to the extent of any Diminution in Value, the Prepetition Secured Parties are granted the Adequate Protection Liens as set forth in the Original DIP Order. As further adequate protection, the Adequate Protection Claims of the Prepetition Secured Parties are granted as set forth in the Original DIP Order. As further adequate protection, the Debtors are authorized and directed to continue to pay, without further Court order, the Adequate Protection Fees to the Prepetition Secured Parties as set forth in the Original DIP Order; provided, that notwithstanding any limitations set forth in the Original DIP Order, the Adequate Protection Fees will include all Restructuring Expenses (as such term is defined in the Plan, notwithstanding, for the avoidance of doubt, any amendment, modification, withdrawal, or rejection of the Plan) of the Jackson Crossover Ad Hoc Group. As further adequate protection until consummation of the Prepetition Debt Payoff, the Debtors are authorized and directed to continue to pay, without further Court order, the Adequate Protection Payments to the Prepetition Secured Parties as set forth in paragraph 13(d) of the Existing DIP Order and subject to the provisions therein. A copy of the motion is available for free at https://bit.ly/3q00b0t from PacerMonitor.com. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. It is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. IRON MOUNTAIN: S&P Alters Outlook to Stable, Affirms 'BB-' ICR -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Boston-based global storage and information management services company Iron Mountain Inc. (IRM) and revised the outlook to stable from negative. Additionally, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to the proposed $500 million senior unsecured notes. The stable outlook reflects S&P's expectation for continued organic growth at IRM and ITRenew, a significant reduction in restructuring charges, and IRM's S&P Global Ratings-adjusted leverage to improve below 6x in 2022. S&P said, "The outlook revision to stable reflects our increased confidence that IRM's S&P Global Ratings-adjusted leverage will improve below 6x in 2022. IRM's operating performance has exceeded our expectations through the first three quarters of 2021. Organic storage volumes have remained relatively steady, and growth in digital solutions and secured IT asset disposal have helped the company exceed service revenues from before the COVID-19 pandemic without a full recovery of traditional services (shredding, collection, etc.). We expect IRM to complete its Project Summit initiative by the end of 2021, realizing the full benefit of the cost savings and rolloff of the associated restructuring expenses in 2022. While we expect the company to use debt to finance the ITRenew acquisition and modestly increase pro forma 2021 leverage, we forecast pro forma 2022 leverage in the 5.7x-5.9x range, below our 6x downgrade threshold for the 'BB-' rating. "IRM has historically prioritized shareholder-friendly initiatives over debt repayment and deleveraging. Nevertheless, we expect the company to operate within its 4.5x-5.5x leverage target, which typically equates to about 5x-6x on an S&P Global Ratings-adjusted basis after our standard adjustments. We expect it will likely operate at the higher end as it invests heavily in growth initiatives such as its data center business. Additionally, as a REIT, IRM has a high dividend payout ratio that we expect to be partially funded with debt." ITRenew strengthens IRM's position in the expanding secured IT asset disposition (ITAD) sector. ITAD has about a $15 billion addressable market and supportive industry trends to substantially expand over the next few years. IRM has a small but fast-increasing secured ITAD business, using third parties to handle asset disposal. By acquiring ITRenew, IRM adds a leading ITAD company to its portfolio, focused on decommissioning servers from hyperscale data centers for some of the largest tech firms and remarketing reusable server components. While EBITDA margins for ITAD, in the mid- to high-teens percent area, are lower than IRM's, we expect the business to expand quickly over the next 2-3 years due to the increasing need for computing power and predictable need to replace servers every 3-5 years. The business complements IRM's fast-expanding data center segment and offers cross-selling opportunities. ITRenew has significant customer concentration, with one generating about 45% of expected 2021 revenue and the top five generating about 75%. However, the business has high retention rates with staff dedicated to decommissioning sensitive data servers for its largest clients. The acquisition further diversifies IRM's offerings and reduces its concentration in records management. S&P said, "We expect minimal integration cost as IRM plans to run the business as a separate unit. While IRM has agreed to pay $725 million cash for ITRenew at close, the company will acquire the remaining 20% within three years of the close for a minimum of $200 million. We treat the future payment as a debt adjustment in our leverage calculation." IRM's high-margin record storage and data center assets should provide revenue stability over the next 12-24 months. IRM's storage business generated about 66% of total revenues and 82% of gross profits in 2020. It benefits from low customer attrition, high switching costs, and long-term storage contracts that provide stable and recurring revenue. IRM's key business risk is significant revenue concentration in its mature paper storage product lines, which face secular pressures. S&P said, "Despite our expectation for a long revenue tail from paper records stored in IRM's facilities, the digital transformation of business workflows is ongoing. Acceleration would likely result in higher storage destruction rates or lower new storage volumes. While we recognize that IRM will initially benefit from higher destruction and shredding services revenue, and the company has successfully used pricing increases to more than offset modest volume declines, revised expectations for ongoing organic storage volume declines could lower our credit assessment." The stable outlook reflects S&P's expectation for continued organic growth at IRM and ITRenew, a significant reduction in restructuring charges, and for IRM's S&P Global Ratings-adjusted leverage to improve below 6x in 2022. S&P could lower its rating on IRM if it expects pro forma adjusted leverage will remain above 6x in 2022. This could happen if: -- IRM primarily uses debt to fund its growth or shareholder returns; -- Operating challenges, such as the inability to offset volume declines with price increases, reduce its EBITDA margin or cause its organic revenue growth to stagnate; or -- ITRenew loses one of its large customers. S&P views an upgrade of IRM as unlikely given the company's dividend payout requirements, which reduce its financial flexibility and capital to fund its growth. The most likely path to an upgrade would involve: -- Issuing equity to reduce its lease-adjusted leverage; and -- Demonstrating a commitment to sustaining adjusted leverage comfortably below 5x. ITT HOLDINGS: Fitch Withdraws BB+ Issuer Default Rating ------------------------------------------------------- Fitch Ratings has withdrawn the 'BB+' Long-Term Issuer Default Rating (IDR) of ITT Holdings LLC (ITT) and 'BB' IDR of RS Ivy Holdco Inc. (RS Ivy). Fitch is withdrawing the ratings as ITT and RS Ivy has chosen to stop participating in the rating process. Therefore, Fitch will no longer have sufficient information to maintain the ratings. Accordingly, Fitch will no longer provide ratings (or analytical coverage) for ITT and RS Ivy. KEY RATING DRIVERS Not applicable, as the ratings have been withdrawn. RATING SENSITIVITIES Not applicable, 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 ITT Holdings LLC or International-Matex Tank Terminals (IMTT) offers bulk liquid storage and handling in North America. RS Ivy Holdco Inc. is a holdco entity that sits above ITT. Both entities are owned by private equity firm Riverstone. ESG CONSIDERATIONS ITT has an ESG Relevance Score of '4' for Group Structure and Financial Transparency. This is due to its sponsor, RS Ivy Holdco, Inc., and the potential for less financial flexibility. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. 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. Following the withdrawal of ITT's and RS Ivy's ratings, Fitch will no longer be providing the associated ESG Relevance Scores. MALLINCKRODT PLC: $1.75-Bil. Plan Deal Is Reasonable, Say Witnesses ------------------------------------------------------------------- Rick Archer of Law360 reports that witnesses for supporters of Mallinckrodt's proposed Chapter 11 plan Monday told a Delaware bankruptcy judge that the plan's proposed $1. 75 billion opioid claims deal is reasonable and the distribution of its unsecured creditors' settlement is fair. The third week of virtual hearings on Mallinckrodt's Chapter 11 plan began with an expert witness for the drugmaker claiming the plan's opioid settlement was on the low end of the range of settlements it could pay, while an adviser for the unsecured creditors' committee said Acthar gel antitrust claimants could recover more than $86 million after the non-monetary parts of the committee's settlement. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC, is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an official committee of opioid related claimants. The OCC tapped Akin Gump Strauss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc. as financial advisor, and Jefferies LLC as investment banker. A confirmation trial for the Debtors' First Amended Joint Plan of Reorganization was set to begin Nov. 1, 2021. The Confirmation Hearing is slated to have two phases. Phase 1 commenced the week of Nov. 1. Phase 2 will begin on or around the week of Nov. 15, when the Acthar Administrative Claims Hearing proceedings conclude. MENUCHA ENTERPRISE: Updates Cost Fund Secured Claim Pay Details --------------------------------------------------------------- Menucha Enterprise LLC submitted an Amended Plan of Reorganization dated Dec. 09, 2021. Menucha and Bezh are both Colorado limited liability companies that own and manage residential real property. Their principal, Aharon Sirota, established Menucha in 2016 and began to acquire rental properties. Menucha's primary lender, Cost Fund I, LLC ("Cost Fund"), provided an acquisition loan for each property but one. Seven properties have since been sold in this bankruptcy case – four belonging to Bezh and three belonging to Menucha. There is a sale order in place regarding another property - (12285 East 50th Avenue, Denver, CO 80239 – a Menucha property – though Menucha is unsure if that deal will ultimately close. Menucha will continue to seek to sell properties to maximize the value to Cost Fund while the properties remain in the bankruptcy estate. The value of tangible assets is based on the liquidation value unless otherwise noted. Menucha's physical assets, comprised of office furniture and tools and equipment, are old and would have minimal value in a liquidation. The sole property of Menucha which is not impaired by Cost Fund is the property located at 1304 S. Parker Road, #155; Denver, CO. The value listed is based on a realtor's proposed list price for the property. During the course of the case, Menucha fell behind on its monthly reporting requirements. Reports for July, September and October have not been filed. Menucha agrees in this Plan to file its delinquent reports by not later than the Effective Date of the Plan. The Class B Secured Claim consists of the Allowed Secured Claim of Cost Fund, secured by liens on the real properties ("CF Menucha Properties"). At the earlier of (a) Cost Fund obtaining an order for relief from the automatic stay; or (b) confirmation of a Plan, Menucha shall execute a Deed in Aide of Foreclosure, titling the CF Menucha Properties in Cost Fund's name. Cost Fund shall waive its right to a claim in Class I, and shall waive its right to a deficiency claim against Aharon Sirota and Zvi Feldman on their personal guaranties, on the terms and conditions described in Cost Fund's Conditional Ballot accepting the Plan. Said terms are expressly incorporated into this Plan, and neither Mr. Sirota nor Mr. Feldman will receive a release of their guaranty unless or until all the terms described therein have been complied with in their entirety. Class I consists of those unsecured creditors of the Menucha who hold Allowed Claims that were either scheduled by Menucha as undisputed, noncontingent, and liquidated, or subject to timely filed proofs of claim to which Menucha does not successfully object. Class I shall be paid upon the sale of the real property located at 1304 S. Parker Road, #155, Denver, Colorado. Based on Menucha projections, Menucha estimates that the total amount available for payment of Class I Claims will be $117,700.00. Based on the information available to Menucha, non-insider claims in Class I are estimated at $514,091.58. Based on the estimated distributions, Class I Claimants are anticipated to receive 22.9% of their allowed claims Menucha's Plan is premised upon the sale of the property located at 1304 S. Parker Road, #155, Denver, Colorado, which property is entirely unencumbered. Considering the current residential real estate market in the Denver area, selling the property should not be difficult. The Plan provides for the property to be sold within one year of the Effective Date, which is feasible. That property will produce sufficient funds to cover ongoing expenses and administrative expense claims, as well as make a distribution to general unsecured creditors. Menucha has used its best efforts to prepare accurate projections. Menucha has based payments to I Unsecured Creditors on net proceeds of the sale of 1304 S. Parker Road, #155, Denver, Colorado. Upon the sale of that property, the projections reflect that payment to the unsecured creditors is feasible. Menucha estimates its creditors would receive approximately a 16% distribution in a Chapter 7, which increases to 19% in non-insider debt is excluded. In contrast, Menucha's Plan provides that unsecured creditors will receive approximately 22.9% of their allowed claims. A full-text copy of the Amended Plan of Reorganization dated Dec. 09, 2021, is available at https://bit.ly/3yirCWU from PacerMonitor.com at no charge. Attorneys for Menucha Enterprise: Jeffrey S. Brinen, #20565 Jonathan M. Dickey, #46981 Kutner Brinen Dickey Riley, P.C. 1660 Lincoln St., Suite 1720 Denver, CO 80264 Telephone: 303- 832-2400 Email: jsb@kutnerlaw.com About Menucha Enterprise Menucha Enterprise LLC is a Denver-based company primarily engaged in renting and leasing real estate properties. Menucha Enterprise filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-11106) on March 9, 2021. Aharon Sirota, managing member, signed the petition. In the petition, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas B. McNamara oversees the case. The Law Offices of Kevin S. Neiman, PC represents the Debtor as legal counsel. MEYRANS 3 INC: Jan. 6 Hearing on Disclosure Statement ----------------------------------------------------- Judge Thomas P. Agresti on Jan. 6, 2022 at 10:00 A.M., will convene a hearing to consider the approval of the Meyrans 3, Inc.'s Disclosure Statement via a Zoom Location. Dec. 30, 2021 is the last day for filing and serving objections to the Disclosure Statement. About Meyrans 3 Inc. Meyrans 3, Inc., sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 21-21549) on July 5, 2021, listing under $1 million in both assets and liabilities. Jeffrey T. Morris, Esq., at Elliott & Davis, PC, is the Debtor's legal counsel. MLK BRYANT: Case Summary & 6 Unsecured Creditors ------------------------------------------------ Debtor: MLK Bryant, LLC 6931 NE MLK Jr. Blvd Portland, OR 97211 Business Description: MLK Bryant, LLC is engaged in activities related to real estate. The Debtor is the fee simple owner of a real property located at 6931 NE Martin Luther King Jr. Blvd Portland, OR, valued at $2.10 million. Chapter 11 Petition Date: December 11, 2021 Court: United States Bankruptcy Court District of Oregon Case No.: 21-32459 Judge: Hon. Peter C. Mckittrick Debtor's Counsel: Theodore J. Piteo, Esq. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. 12909 SW 68th Parkway, Suite 160 Portland, OR 97223 Tel: 503-786-3800 Fax: 503-272-7796 Email: enc@pdxlegal.com Total Assets: $2,101,114 Total Liabilities: $1,165,948 The petition was signed by Meron Alemseghed as member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C4SMCZQ/MLK_Bryant_LLC__orbke-21-32459__0001.0.pdf?mcid=tGE4TAMA NATIONAL RIFLE: NY Judge Expresses Skepticism on Dissolution ------------------------------------------------------------ Erik Larson of Bloomberg News reports that a New York judge expressed skepticism about the state's attempt to dissolve the National Rifle Association over decades of financial malfeasance, asking why the matter couldn't be resolved in a way that would "preserve an entity of this vintage." "The question is why can’t the two be separated?" Manhattan state court judge Joel M. Cohen asked at a Friday, December 10, 2021, hearing over an NRA request to dismiss the state's suit against the 150-year-old organization. "Why can't you address the financial issues without dissolving the entire entity?" About National Rifle Association Founded in 1871 in New York, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, the National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. Judge Harlin Dewayne Hale oversees the cases. The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as their bankruptcy counsel, and Brewer, Attorneys & Counselors as their special counsel. The U.S. Trustee for Region 6 appointed an official committee of unsecured creditors on Feb. 4, 2021. Norton Rose Fulbright US, LLP and AlixPartners, LLP serve as the committee's legal counsel and financial advisor, respectively. * * * Following a 12-day trial, U.S. Bankruptcy Judge Harlin D. Hale dismissed the National Rifle Association's Chapter 11 case Tuesday, May 11, 2021, after finding the group filed its petition in bad faith in order to gain advantage in litigation brought by New York's attorney general. New York Attorney General Letitia James sought the dismissal of the case. The judge condemned the NRA's attempts to avoid accountability, making clear that the organization's actions were "not an appropriate use of bankruptcy." NORTHERN MARIANAS CPA: Fitch Affirms 'B+' Rating on 1998A Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'B+' rating on Commonwealth Ports Authority (CPA), Commonwealth of Northern Mariana Islands' (CNMI) approximately $7.8 million of outstanding senior series 1998A airport revenue bonds. The Rating Outlook has been revised to Stable from Negative. RATING RATIONALE The Outlook revision to Stable reflects improvement in the airport system's financial position, due to effective cost containment measures and financial relief from federal aid, mitigating near-term pandemic-related stresses. Federal relief funds and the use of full passenger facility charge (PFC) collections provide sufficient cash flow to cover debt service and operations over the next few years, despite continued depressed enplanement levels. While traffic improvement remains below peers, immediate financial pressures are alleviated, and the airport is better positioned to restore metrics to historical levels. The rating reflects a small air traffic base with risk of elevated volatility tied to the islands' limited economy. Manageable capital needs coupled with robust balance sheet liquidity in excess of debt outstanding further support the rating. Additionally, the authority maintains insurance coverage and strong cash reserves and unrestricted liquidity that more than meet debt service requirements. In addition, Fitch recognizes the implementation of a new, improved airline use agreement in fiscal 2021, and the relatively low debt resulting in negative leverage throughout the forecast period. KEY RATING DRIVERS Highly Volatile Enplanement Base - Revenue Risk (Volume): Weaker The airport system is an essential enterprise, serving as the gateway to and within the Mariana Islands. The system serves a small enplanement base of approximately 568,091 passengers pre-pandemic in fiscal 2019, reflecting the overall population base and the island's more limited, weaker economy. Traffic performance is potentially vulnerable to underlying economic stresses, given the significant component of traffic tied to the tourism industry, and service offerings are limited. Due to the pandemic, enplanements decreased 48% in fiscal 2020. Limited Pricing Power - Revenue Risk (Price): Weaker The authority operates under rates by ordinance, and implemented a new rate methodology for air carriers operating at CPA airports, effective Oct. 1, 2021. The rate methodology is based on space usage and requires that rates be calculated annually, utilizing the next fiscal year budget. If CPA determines that airport revenues are insufficient to cover operations, the authority may increase fees and charges to an amount sufficient to meet all obligations. This enhanced pricing power allows for greater financial flexibility under an adverse operating environment. Successful implementation of the new agreement in the coming years, demonstrating the expected stronger cost recovery, may warrant a higher price risk score for the airport. Moderate Capital Plan - Infrastructure Development & Renewal: Midrange The authority's capital improvement plan (CIP) is modest at approximately $35 million. Existing projects include runway rehabilitation and perimeter fence replacement. The CIP is predominantly grant funded with only a small amount coming from CPA funds. To the extent a significant portion of PFC revenue is needed for debt service, it could hamper the airports' ability to provide required matching funds, thus limiting grant receipts. However, CPA's substantial build-up of liquidity partially mitigates this risk. Conservative Capital Structure - Debt Structure: Stronger The authority maintains 100% fixed-rate, fully amortizing senior debt. Annual debt service payments are essentially level, and final maturity on the bonds is in 2028. Structural features are strong and in line with most of Fitch's rated airports. No additional bond issuances are anticipated in the near term. Financial Profile Debt service coverage ratio (DSCR) is estimated at 2.0x in fiscal 2020, benefitting from the receipt of federal relief funds. The authority has reserves in excess of debt outstanding, such that leverage is presently negative. The ability to treat all PFCs as revenues provides stability and has helped the airport maintain robust liquidity levels of over Fitch-calculated 600 days cash on hand (DCOH) in fiscal 2020. Fitch estimates cost per enplanement (CPE) in fiscal 2020 to remain elevated at over $13 in fiscal 2020. PEER GROUP Small hub size airports with weaker revenue characteristics and elevated CPE profiles such as Fresno (BBB+/Negative), Burlington (BBB/Negative), and Dayton (BBB/Stable), serve as comparable peers. These airports all have traffic bases below 1 million enplanements and experienced significant passenger declines related to the pandemic. However, in contrast to CPA, the peer airports have seen passenger volumes recovering to over 60% of pre-pandemic levels. CPA demonstrates higher coverage and significantly lower leverage, though these are necessary to mitigate its more volatile operating and financial profiles. RATING SENSITIVITIES Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Continuation of material traffic declines given the small, volatile enplanement base, resulting in significant revenue shortfalls and deterioration of liquidity levels. Factors that could, individually or collectively, lead to positive rating action/upgrade: -- CPA airports' heavy reliance on tourism and leisure travelers, creating an elevated degree of vulnerability to economic recessions both within its narrow local market, as well as to the larger, neighboring Asian markets, have historically limited upward rating mobility. -- However, should operating levels stabilize and the new airline agreement improve opportunities for cost recovery, positive rating action may be warranted. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure 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 three 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. CREDIT UPDATE Similar to other airports, the CPA airport system experienced significant declines in passenger volumes beginning in February 2020 as air travel was sharply curtailed by the pandemic. Pandemic-related effects on passenger travel was more noticeable in 2021, with YTD enplanements through 10 months of fiscal 2021 (ending Sept. 30) down 87% relative to the same period in fiscal 2019. Enplanements were down 48% in fiscal 2020 relative to 2019. International flights began suspending service to the CNMI beginning in February 2020, and operations have not yet recovered to pre-pandemic activity in 2021. Currently, there are three weekly flights from Saipan to Guam. Additionally, there are about two to three charter flights operating from South Korea to Saipan. Pre-pandemic, the Saipan airport had an average of 65 flights per week. In light of the pandemic, the CPA Board implemented a tenant relief program for airport tenants, which provided discounts on aviation fees. This program was extended to the end of 2021. The rent abatement program for all tenants at Saipan International Airport provides a 50% discount on rent for airport tenants. CPA also implemented significant austerity measures to reduce operational costs and help offset the decline in revenues in fiscal years 2020-2021. These austerity measures included reduction of employee hours and a freeze on all personnel actions and travel outside of the CNMI. Coverage in fiscal 2020 is estimated to be approximately 2.0x, and leverage remains negative. Although Fitch expects limited passenger recovery in the near term, the reductions in revenue are offset by grants and a low debt service obligation of approximately $1.4 million. Positively, the authority has robust reserves (totaling $22 million) in excess of debt outstanding ($7.8 million), resulting in negative leverage. CPA was awarded $22.8 million of CARES Act funds, $5.8 million of CRRSAA funds, $9.1 million of ARPA funds. Of the total amount, CPA expects to use $2.6 million to pay debt service and $27.6 million to fund operational expenses over fiscal years 2021-2023. FINANCIAL ANALYSIS Fitch's cases assume a conservative range of traffic activity through debt maturity in 2028, and reflect limited near-term recovery to pre-pandemic levels. Given the current economic environment and the unlikeliness of a stable operating environment over the near term, Fitch's rating case is also considered the base case. Both Fitch cases incorporate the planned uses of federal relief funds allocated to operations and debt service. The differences for each case focus on the level and speed of the recovery starting in 2022 and through the next several years. The Fitch rating case, which incorporates year-to-date enplanement and financial performance, reflects enplanement recovery to 15% of fiscal 2019 levels in fiscal 2021. Thereafter, Fitch assumes recovery to approximately 30% and 50% of 2019 levels in fiscal 2022 and fiscal 2023, respectively. Fitch also assumes that enplanements will return to 100% of fiscal 2019 levels by fiscal 2028. Non-airline revenues and passenger facility charges (PFCs) are tied to the recovery of enplanements in each year. The rating case also assumes that operating expenses grow annually at 2.0% through the forecast period. Near-term metrics through 2023 are distorted by the application of federal grants to debt service and operating expenses. Under this scenario, Fitch-calculated DSCR averages 1.8x over fiscals 2024-2028 and leverage is forecast to become increasingly negative. Fitch's downside case reflects more severe enplanement declines and limited recovery, with enplanements recovering to 20% of fiscal 2019 levels in fiscal 2022 and reaching 95% by fiscal 2028. Under this scenario, Fitch-calculated DSCR averages 1.5x over fiscal 2024-2028. Similar to the rating case, leverage remains negative throughout the forecast period. Liquidity remains a key credit strength and provides a mitigant to periods of financial underperformance. 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. NORTHERN OIL: COO Adam Dirlam Promoted to President --------------------------------------------------- Northern Oil and Gas, Inc. announced a management promotion and an addition to the Board of Directors. MANAGEMENT PROMOTION Northern's Chief Operating Officer, Adam Dirlam, has been promoted effective immediately to serve as president. "During an incredibly transformational year for our company, it has become clear that Adam is ready and deserving of the role of President," commented Nick O'Grady, chief executive officer. "As we continue to build and scale Northern, Adam's growing role in our business and execution capabilities warrant a title commensurate with his responsibilities." NEW BOARD MEMBER Jennifer Pomerantz has been appointed to serve as an independent director on Northern's Board of Directors. Ms. Pomerantz most recently served as Chairman and CEO of American Natural, a lifestyle brand of convenience stores and fuel logistics solutions, which she founded in 2011. Prior to founding that business, she launched and served as a Portfolio Manager for global natural resources strategies for Citadel Asset Management's Surveyor Capital and JP Morgan's Highbridge Capital Management. Ms. Pomerantz began her career in investment banking, covering power and energy for Bank of America. About Northern Oil and Gas Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil reported a net loss of $906.04 million for the year ended Dec. 31, 2020, compared to a net loss of $76.32 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $1.24 billion in total assets, $1.40 billion in total liabilities, and a total stockholders' deficit of $157.71 million. NUVERRA ENVIRONMENTAL: To be Acquired by Select Energy ------------------------------------------------------ Select Energy Services, Inc. has entered into an agreement to acquire Nuverra Environmental Solutions, Inc., including the assumption of long-term debt. Under the terms of the agreement, Nuverra stockholders will receive approximately 4.2 million shares of Select Class A common stock in exchange for all outstanding shares of Nuverra. The transaction was unanimously approved by each of Select's and Nuverra's board of directors and is expected to close in the first quarter of 2022, subject to customary closing conditions and the approval of Nuverra's stockholders. John Schmitz, Select's chairman, president and CEO, stated, "We are excited to further expand Select's world-class sustainable water services and infrastructure footprint through yet another attractive set of consolidation opportunities. These acquisitions represent a continuation of our strategic effort to improve and bolster our base business, advance our technology and diversification efforts, and execute on strategic consolidation opportunities. The Nuverra acquisition will strengthen our geographic footprint with a unique set of water logistics and infrastructure assets, particularly in the Bakken, Haynesville and Northeast, while continuing to expand our production related revenues. Additionally, the acquisition of HB's onshore operations will add significant asset and regional breadth to our market leading rentals and accommodations business unit within our Water Services segment. "With the Nuverra transaction, we will be adding more than 300,000 barrels per day of permitted daily disposal capacity in Texas, Louisiana, North Dakota, Montana and Ohio. When combined with our existing assets and other recent acquisitions, this brings our company-wide permitted daily disposal capacity to approximately 2.5 million barrels per day. Nuverra also owns and operates a 60-mile underground twin pipeline network in the Haynesville Shale in Texas and Louisiana for the collection of produced water for transport to interconnected disposal wells and the delivery or re-delivery of water from water sources to operator locations for use in well completion activities. More than 60% of Nuverra's disposal volumes in the Haynesville are currently delivered via the pipeline network, with the ability to handle disposal volumes of more than 100,000 barrels per day. Additionally, Nuverra operates a landfill facility in North Dakota located on a 50-acre site. The facility provides a unique opportunity for Select to expand its capabilities into a new service offering. With current remaining available permitted capacity of approximately 1.3 million cubic yards, we believe the facility has the potential to be expanded up to a total of 5.8 million cubic yards of available capacity with additional permitting. "Importantly, the Nuverra acquisition continues to build upon our recent M&A strategy, as seen with the acquisitions of Complete and Agua Libre, of consolidating sizable existing infrastructure portfolios that provide us with a significant footprint of recurring produced water volumes and meaningful optionality for incremental gathering and recycling infrastructure development across larger networked systems. Supported by our strong technology platform and our market leading position in sustainable full life cycle water and chemicals solutions, our FluidMatch capabilities provide a holistic approach to produced water sourcing, treatment and recycling, chemistry and logistical delivery. We believe there remains significant opportunity to further commercialize and transition these legacy infrastructure assets towards new sustainable strategies revolving around our water recycling and FluidMatch expertise in order to both limit waste and decrease freshwater demand in the industry, while simultaneously improving economic and production results for our customers. As we all know, water is vital to the health, economic, and social well-being of the communities we all live in and work in and our goal is to develop sustainable water solutions with a shared commitment to conservation. Ultimately, we view this captive supply of produced water as an alternative, sustainable water source and will continue to invest in the technology and infrastructure needed to provide these solutions to our customers. "We continue to experience a strong recovery in activity and financial performance in the fourth quarter, buoyed by a robust commodity price environment and our recent acquisitions, and we remain excited about the opportunities that lie ahead in 2022. In total, upon completion of the Nuverra acquisition, we will have added an estimated nearly $300 million of incremental annualized run-rate revenue through M&A since the beginning of the third quarter of 2021. Consistent with our belief that consolidation in the oilfield service markets is a critical avenue to advance profitability in the industry, we also believe there are meaningful cost synergy opportunities to be gained from these acquisitions, including resolving the duplication of public company cost structures with Nuverra. We believe the acquisitions of Nuverra and HB, in conjunction with our other recent acquisitions of Complete, Agua Libre and UltRecovery, position us to see meaningful revenue and earnings growth in the year ahead. Even with this recent activity, we still maintain a strong balance sheet with a meaningful net cash position, backed by incremental revenue and gross profit. Ultimately, we look forward to realizing the benefits of these acquisitions across our scalable platform, and further developing and building upon this diversified portfolio of assets for our shareholders, customers, employees and other partners," concluded Mr. Schmitz. Consideration Stock Issuance. Under the terms of the Merger Agreement and at the effective time, each share of Nuverra's common stock, par value $0.01 per share, then outstanding will be converted into the right to receive a number of shares of Class A common stock of Select, par value $0.01 per share equal to 0.255 per each such share. Assumption of Liabilities. The Surviving Corporation has agreed to assume and repay in full all indebtedness outstanding as of the Closing Date under the Company's existing bank credit facility. The Surviving Corporation will also assume all of the Company's obligations under existing finance lease agreements. Treatment of Company Warrants. From and after the effective time of the "first merger," all holders of Company warrants to purchase Company Common Stock will have the right to acquire and receive, upon the exercise of such Company warrants and payment of the applicable exercise price, the number of shares of Select Class A Common Stock that would have been issued or paid to such holders if they had exercised the Company warrants by means of a Cash Exercise (as defined in the Warrant Agreement between the Company and American Stock Transfer & Trust Company, LLC, dated Aug. 7, 2017) immediately prior to the effective time. Treatment of Company RSU Awards. Each award of outstanding but unvested shares of time-based restricted stock units settleable in Company Common Stock and granted pursuant to Nuverra's 2017 Long Term Incentive Plan, as amended from time to time, that does not vest by its terms at the effective time and is outstanding as of immediately prior to the effective time will automatically be cancelled and converted into a restricted stock unit award covering shares of Select Class A Common Stock, with respect to that number of shares of Select Class A Common Stock that is equal to the product of (i) the number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the effective time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. Following the effective time, the Converted Select RSU Award shall be subject to such other terms and conditions (including with respect to vesting) as applied to the corresponding Company RSU Award immediately prior to the effective time. At the effective time, each Company RSU Award that does vest by its terms at the effective time and is outstanding as of immediately prior to the effective time will automatically vest in full and be cancelled and converted into the right to receive a number of shares of Select Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such RSU Award as of immediately prior to the effective time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. Treatment of Company PSU Awards. At the effective time, each award of outstanding but unvested shares of performance-based restricted stock units settleable in Company Common Stock and granted pursuant to the 2017 Plan that is outstanding as of immediately prior to the effective time will automatically be cancelled and converted into a performance-based restricted stock unit award covering shares of Select Class A Common Stock, with respect to that number of shares of Select Class A Common Stock that is equal to the product of (i) the number of shares of Company Common Stock that would have been earned pursuant to such Company PSU Award based on actual achievement of any performance-based vesting conditions as of immediately prior to the effective time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. Following the effective time, the Converted Select PSU Award shall be subject to such other terms and conditions (other than any performance-based vesting conditions) as applied to the corresponding Company PSU Award immediately prior to the effective time. Treatment of Company Restricted Stock Awards for Directors. At the effective time, each award of outstanding but unvested shares of restricted Company Common Stock granted pursuant to Nuverra's 2018 Restricted Stock Plan for Directors that is outstanding as of immediately prior to the effective time shall automatically vest in full and be cancelled and converted into the right to receive a number of shares of Select Class A Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock Award as of immediately prior to the effective time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. Termination of Company Stock Plans. If requested by Select, the Company wil cause any or all of the Company stock plans to terminate at the effective time. Conditions to the Mergers The closing of the Transactions is subject to the satisfaction or waiver of closing conditions, including, among others, (1) the U.S. Securities and Exchange Commission declaring the effectiveness of a registration statement on Form S-4 to be filed by Select, which shall register the shares of Select Class A Common Stock issued to Nuverra stockholders, (2) obtaining the requisite Nuverra stockholder approval, (3) the authorization for listing of the Select Class A Common Stock issued in connection with the "first merger" on the NYSE, (4) there being no law or injunction prohibiting the consummation of the Mergers, (5) the receipt of payoff documentation with respect to the Company's bank facility and consents to the consummation of the Mergers under the Company's finance leases, (6) the receipt of an amendment or other written consent from the requisite lenders under Select's Parent ABL Credit Agreement (as defined in the Merger Agreement) to permit the consummation of the Transactions, (7) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, (8) compliance by each other party in all material respects with their respective covenants and (9) the absence of a Company Material Adverse Effect or a Parent Material Adverse Effect (each as defined in the Merger Agreement), as applicable. Other Terms of the Merger Agreement The Merger Agreement contains mutual customary representations and warranties made by each of the Company, Select, Navy Merger Sub, Inc. and Navy Holdco, LLC. It also contains pre-closing covenants, including covenants for Nuverra, among others, (i) to operate its businesses in the ordinary course consistent with past practice and to refrain from taking certain actions without Select's consent, (ii) not to solicit, initiate or knowingly take any action to facilitate or encourage, and not to participate or engage in any discussions or negotiations, or cooperate in any way with respect to, any inquiries or the making of, any proposal of an alternative transaction, (iii) not to withdraw, qualify or modify the support of its board of directors for the Merger Agreement and the Transactions, as applicable, and (iv) to use its reasonable best efforts to obtain governmental and third party approvals. In addition, the Merger Agreement contains covenants that require the Company to use reasonable best efforts to cause certain principal stockholders of the Company to duly execute and deliver a written consent approving the Merger Agreement within twenty-four (24) hours of the Registration Statement becoming effective and receiving a copy of the consent statement/prospectus included therein. In the event the Company Designated Stockholders fail to deliver such written consent, Select shall have the option to terminate the Merger Agreement or elect to have the Company use its reasonable best efforts to call a special meeting of the stockholders for the purpose of obtaining stockholder approval of the Merger Agreement. Nuverra and Select may each terminate the Merger Agreement if the other commits certain breaches, subject to certain exceptions. Furthermore, the Merger Agreement may be terminated if the Merger has not been consummated by June 30, 2022. Upon the termination of the Merger Agreement, under specified circumstances, the Company will be required to (i) pay to Select a termination fee of $2,500,000 or (ii) reimburse Select up to $1,250,000 in respect of the expenses of Select incurred in connection with the Merger Agreement and the Transactions. About Nuverra Nuverra Environmental Solutions, Inc. provides water logistics and oilfield services to customers focused on the development and ongoing production of oil and natural gas from shale formations in the United States. Its services include the delivery, collection, and disposal of solid and liquid materials that are used in and generated by the drilling, completion, and ongoing production of shale oil and natural gas. The Company provides a suite of solutions to customers who demand safety, environmental compliance and accountability from their service providers. Nuverra Environmental reported a net loss of $44.14 million for the year ended Dec. 31, 2020, compared to a net loss of $54.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $169.31 million in total assets, $55.02 million in total liabilities, and $114.29 million in total shareholders' equity. ONDAS HOLDINGS: Appoints Derek Reisfield as President ----------------------------------------------------- Ondas Holdings Inc., through its wholly owned subsidiaries, Ondas Networks Inc. and American Robotics, Inc., announced the appointment of Derek Reisfield as president, chief financial officer, treasurer and secretary of Ondas Holdings. Mr. Reisfield assumed these roles from Ondas Networks co-founder Stewart Kantor. Mr. Kantor, who resigned from the Board of Directors, will continue in his current leadership role as president of Ondas Networks. "We're excited to have Derek join Ondas Holdings as President, Chief Financial Officer, Treasurer and Secretary," said Eric Brock, Chairman and CEO. "Derek has a long history with Ondas Holdings as a board member and extensive financial and strategic operations experience. We believe Derek will be a significant contributor in supporting Ondas Holdings' growth." Mr. Reisfield has extensive management and leadership experience in addition to expertise in financial and strategic business operations. He has been a director of Ondas Holdings since 2018 and had previously been a director of Ondas Networks. Mr. Reisfield is currently the president and CEO of Thetis Business Solutions. Previously Mr. Reisfield was a consultant with McKinsey & Company, vice president, Business Development of CBS, and was a co-founder and Chairman of MarketWatch. Mr. Reisfield holds a BA from Wesleyan University, and an AM in Communications Management from the Annenberg School of Communications of the University of Southern California. "We thank Stewart for his contributions to Ondas Holdings and are appreciative of his continued leadership. Importantly, this change will allow Stewart to more fully focus his attention on the rapidly developing opportunities at Ondas Networks," said Eric Brock, Chairman and CEO. About Ondas Holdings Inc. Ondas Holdings Inc., is a provider of private wireless data and drone solutions through its wholly owned subsidiaries Ondas Networks Inc. and American Robotics, Inc. Ondas Networks is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. Ondas Networks' standards-based (802.16s), multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today's legacy private licensed wireless networks. Ondas Networks' customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. American Robotics designs, develops, and markets industrial drone solutions for rugged, real-world environments. AR's Scout System is a highly automated, AI-powered drone system capable of continuous, remote operation and is marketed as a "drone-in-a-box" turnkey data solution service under a Robot-as-a-Service (RAAS) business model. The Scout System is the first drone system approved by the FAA for automated operation beyond-visual-line-of-sight (BVLOS) without a human operator on-site. Ondas Networks and American Robotics together provide users in rail, agriculture, utilities and critical infrastructure markets with improved connectivity and data collection capabilities. Ondas Holdings reported a net loss of $13.48 million for the year ended Dec. 31, 2020, compared to a net loss of $19.39 million for the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company had $132.69 million in total assets, $17.76 million in total liabilities, and $114.93 million in total stockholders' equity. PB-6 LLC: Says Plan Disclosures Adequate ---------------------------------------- PB-6, LLC, responded to the oppositions filed by the U.S. Trustee (the "UST") and Fundrise West Coast Opportunistic REIT, LLC. Virtually all of the issues raised by the UST and Fundrise go to whether or not the weight of the evidence should result in confirmation of the Debtor's First Amended Chapter 11 Plan and not whether or not the Disclosure Statement contains "adequate information." The Debtor points out that it does not seek a discharge nor a release of non-debtors. The particular and undisputed facts of the Debtor's chapter 11 case are that the Debtor's senior secured lender initiated a lawsuit against the Debtor's guarantors1 and a default in favor of the lender. The guarantors are the 71.55% equity interest holders in the Debtor and the Plan provides that the equity interest holders shall make chapter 11 plan payments to Fundrise until the construction project is completed and sold.2 If no temporary injunction exists, Fundrise will undoubtedly continue to prosecute their claim against Messrs. Goldberg's and Peter's assets. Hence, if no temporary halt to collection efforts is included in the Debtor's Plan, Fundrise will seek to attach the guarantors' assets and which could result in Fundrise owning a majority interest in the Debtor. It is hard to imagine a larger impact on the estate's creditors and constituents then a senior secured lender becoming the de facto owner of the bankruptcy estate's sole asset while Debtor's principals' resources needed to fund the plan are being diverted to fend off the Debtor's Pre-Petition lender. Based on the foregoing, the Debtor's plan provision temporarily enjoining prosecution and/or collection of the guarantee action is not fatal to the disclosure statement. The remaining issues raised are also confirmation issues: * Fundrise takes issue with "Best Interest of Creditor's Test" and "Liquidation Analysis" however these are both fundamentally evidence driven valuation matters that are not appropriate to litigate in the disclosure statement phase of a chapter 11 case. * These objections also appear unrelated to confirmability of the Debtor's Plan since the Debtor proposes to pay Fundrise in full and therefore the issue is ((per §1129(b)(2)), the appropriate interest rate and what is "fair and equitable." These also are not disclosure statement issues but are matters for determination at the time of confirmation trial. The same is true of the proposed plan payments to Fundrise in the amount of $16,229.17. * The Debtor will provide ample evidence at trial of the Debtor's equity owners' ability to make these payments. Reorganization Counsel for the Debtor: JEFFREY S. SHINBROT, ESQ. JEFFREY S. SHINBROT, APLC 15260 Ventura Blvd., Suite 1200 Sherman Oaks, CA 91403 Tel: (310) 659-5444 Fax: (310) 878-8304 E-mail: jeffrey@shinbrotfirm.com About PB 6 LLC PB 6, LLC, a privately held company in Newbury Park, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10293) on Feb. 23, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Maureen Tighe oversees the case. Jeffrey S. Shinbrot, APLC is the Debtor's counsel. POWER SOLUTIONS: To File Supplement to Form S-3 Prospectus ---------------------------------------------------------- Pioneer Power Solutions, Inc. will file a prospectus supplement under a shelf registration statement on Form S-3 (File No. 333-249569) that was declared effective by the Securities and Exchange Commission on Oct. 27, 2020 in connection with the offer and sale of up to $8,600,000 in aggregate offering amount of the company's common stock, par value $0.001 per share, from time to time pursuant to the previously disclosed At The Market Offering Agreement, dated Oct. 20, 2020, with H.C. Wainwright & Co., LLC, as sales agent. The company previously filed a base prospectus with the Commission, as well as a sales agreement prospectus in connection with the offering of up to $9.0 million in aggregate offering amount of the company's common stock under the registration statement pursuant to the agreement. On Nov. 10, 2021, the company sold 888,500 shares of common stock for total gross proceeds of approximately $9.0 million under the original ATM prospectus, at an average price of $10.1288 per share of common stock. Immediately following the filing of the prospectus supplement, the company will have approximately $16.0 million of remaining capacity under the registration statement, which includes the $8,600,000 under the prospectus supplement. The common shares are registered pursuant to the registration statement, and offerings for the common shares will be made only by means of the prospectus supplement. About Pioneer Power Pioneer Power Solutions, Inc. manufactures, sells and services a broad range of specialty electrical transmission, distribution and on-site power generation equipment for applications in the utility, industrial, commercial and backup power markets. The Company's principal products and services include switchgear and engine-generator controls, complemented by a national field-service network to maintain and repair power generation assets. The Company is headquartered in Fort Lee, New Jersey and operates from three additional locations in the U.S. for manufacturing, service and maintenance, engineering, sales and administration. Pioneer Power reported a net loss of $2.98 million for the year ended Dec. 31, 2020, compared to a net loss of $1.03 million for the year ended Dec. 31, 2019. PWM PROPERTY: Seeks to Hire Houlihan Lokey as Investment Banker --------------------------------------------------------------- PWM Property Management LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Houlihan Lokey Capital, Inc. as investment banker. The firm's services include: (a) assisting the Debtors in the development and distribution of selected information, documents and other materials, including, if appropriate, advising the Debtors in the preparation of an offering memorandum; (b) assisting the Debtors and their legal counsel in evaluating indications of interest and proposals regarding any transactions from current or potential lenders, equity investors, acquirers and strategic partners; (c) assisting the Debtors and their legal counsel in the negotiation of any transactions; (d) providing expert advice and testimony regarding financial matters related to any transactions, if necessary; (e) attending meetings of the Debtors' independent fiduciaries, creditor groups, official constituencies and other interested parties, as the Debtors and Houlihan mutually agree; and (f) providing such other investment banking services as may be requested by the Debtors and their legal counsel and agreed by the firm. The firm will be paid an incremental cash fee of $2 million, in addition to the restructuring transaction fee of $7.5 million and sale transaction fee equal to 0.60 percent of the aggregate gross consideration. Reid Snellenbarge, managing director at Houlihan, 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: Reid Snellenbarge Houlihan Lokey Capital, Inc. 111 South Wacker Dr., 37th Fl. Chicago, IL 60606 Tel: 312.456.4722 Fax: 312.346.0951 About PWM Property Management PWM Property Management LLC and its affiliates are primarily engaged in renting and leasing real estate properties. They own two premium office buildings, namely 245 Park Avenue in New York City, a prominent commercial real estate assets in Manhattan's prestigious Park Avenue office corridor, and 181 West Madison Street in Chicago, Illinois. On Oct. 31, 2021, PWM Property Management LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11445). PWM estimated assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. The cases are pending before the Honorable Judge Mary F. Walrath and are being jointly administered for procedural purposes under Case No. 21-11445. The Debtors tapped White & Case LLP as restructuring counsel; Young Conaway Stargatt & Taylor, LLP as local counsel; Houlihan Lokey Capital, Inc. as investment banker; and M3 Advisory Partners, LP as restructuring advisor. Omni Agent Solutions is the claims agent. REALPAGE INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed RealPage, Inc. Long-Term 'B' Issuer Default Rating (IDR). Fitch has also assigned a 'B' IDR to RealPage Intermediate Holdings, Inc. as the ongoing filer of financials. Fitch has affirmed RealPage's 'B+'/'RR3' first-lien secured term loan and revolver and applied the rating to its add-on fungible first-lien term loan. Fitch has also affirmed RealPage's 'CCC+'/'RR6' 2L term loan. The Rating Outlook is Stable. The rating and Outlook reflect RealPage's market position, growth profile and sizable margin expansion potential. This is balanced by very high financial leverage, which is modestly higher with the addition of the incremental term loan (TL) financing to acquire HomeWiseDocs (HWD) Negative rating action could be warranted if Fitch projects that RealPage's gross leverage will remain above 7x beyond 2023. KEY RATING DRIVERS HomeWiseDocs Acquisition: HWD serves approximately 1,300 community associations (home owner association and condo) property management companies (PMCs) that manage just under 10 million units in the U.S. representing over a 30% market share of an estimated 27.5 million community association units. The community association market is an attractive end market that is growing in excess of the underlying market as an increasing proportion of the housing stock becomes part of community associations. RealPage will seek to sell its payments, screening and insurance offerings to the HWD user base. Only less than 5% of HWD customers use RealPage's Buildium solution. RealPage has acquired over 50 businesses, honing a track record for acquiring small franchises, integrating them with the RealPage platform and growing them. A modest increase in leverage by Fitch's calculation will be offset through adj. EBITDA growth afforded through broader synergy realization and reasonable growth assumptions in line with the corporate average. Aggressive Financial Structure: Pro forma gross leverage is expected to be 8.7x at YE 2021 including Fitch's synergy calculation and excluding ACV adjustment and contracted backlog. Through growth and margin expansion, Fitch anticipates leverage will decline below 7x over the rating horizon, absent further leveraging transactions, which remain a risk. While leverage remains high for the 'B' rating, RealPage's very strong recurring revenue, vertical orientation and mission critical position and strong cash flow generative power as a result (FCF margin of 20% to 30% pre-LBO financing and mid- to high-teens post) supports higher financial leverage. Defensible Market Position: RealPage customers managed approximately 20 million residential units as of Dec. 31, 2020, about 30% of the 65 million units in the U.S. Publicly traded peer Appfolio Inc. (which generally serves smaller clients) represented 5.4 million units under management as of Dec. 31, 2020. RealPage acquired a leading SMB property management software provider Buildium used by 17,000 customers to manage approximately 2 million units in 2019. As the system of record for property managers, akin to an ERP, RealPage's solution is difficult (and often not economically justified) to replace. Renewal rates are consistently in the high 90s, 90% of revenue is subscription based and contracts are generally multi-year with mid-single digit price escalators. Significant Growth Opportunities: Total revenue has grown in excess of 20% CAGR from 2007, reflecting organic unit growth above the market, contractual price increases, rent payment inflation, and increased down market penetration (RealPages's SMB segment, defined as managing 5k or fewer units is just under 40% of revenue), which is growing in the 20% to 30% range. Secular shifts towards increased electronic payments and digital leasing and resident management practices (which the overall sector had historically been slow to adopt but accelerated due to COVID-19) will likely drive RealPage's growth profile going forward. Management believes it has only penetrated 6% of the $19 billion TAM. Fitch conservatively assumes RealPage's growth over the rating horizon will be high-single digit. Meaningful Margin Expansion: Fitch believes achievement of cost synergies associated with the company's LBO in conjunction with operating leverage, reduced product investment and M&A, will expand RealPage's adj. EBITDA margin by low double digits. For reference, RealPage has expanded its margin by 21 points since 2007. DERIVATION SUMMARY RealPage compares with vertical software and data analytics providers. A direct competitor and rated peer is CoStar Group, Inc. (BBB/Stable), which is approximately 40% larger in revenue for YE 2020 but has a similar growth and margin profile. CoStar's leverage at Dec. 31, 2020 was expected to be 1.9x, which is significantly lower than RealPage's pro forma leverage as a result of its take-private transaction. Fitch expects RealPage's leverage to decline to between 5.5x and 7x over the rating horizon. While not direct peers, RealPage's financial and business profile is comparable to vertical software providers that have been taken private including Project Angel Holdings, LLC (d/b/a MeridianLink, BB-/Stable), QBS Parent, Inc. (d/b/a Quorum Business Solutions, B/Negative) and Ellie Mae, Inc. (WD, last rating B+/Negative). RealPage competes directly with a host of software providers to the real estate sector including property management software, cloud services, and software-enabled value-added services (e.g. applicant screening, CRM, marketing, Internet listing services and payment processing). In addition to CoStar, direct competitors include Yardi, Inc., Entrata, Inc. MRI Software LLC and AppFolio. RealPage has the largest end-market coverage spanning single/multifamily, affordable, senior, student, military, HOA and vacation. RealPage's software comprises approximately 30% of nationwide units under management. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Strong double-digit '21 revenue growth reflecting normalization in property management and resident services contribution, a rebound in leasing & marketing, and asset optimization revenue in line to modestly higher than 2020. Fitch assumes the first three On Demand sub-segments continue to grow robustly at modestly lower levels (1-2 points) below 2021 levels while asset optimization growth increases by about 1 point annually. -- Realization of 100% of planned headcount-related synergies and 50% of non-headcount with 1-2 points of margin expansion annually based upon operating leverage. -- Capital expense plus capitalized software development costs between 4.5% and 5.5% of revenue annually. -- Fitch assumes FCF is used for tuck-in M&A, modest debt reduction, or shareholder return; large-scale M&A would be incremental to the rating case and considered in conjunction with a planned de-leveraging path. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total debt with equity credit to operating EBITDA expected to be sustained below 5.5x; -- CFO-capex/total debt with equity credit expected to be sustained above 7%; -- Expectation of sustained growth and/or margin outperformance to Fitch's expectation. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt with equity credit to operating EBITDA expected to be sustained above 7x beyond 2023; -- CFO-capex/total debt with equity credit expected to sustained below 3%; -- FFO interest coverage expected to be sustained below 2.5x; -- Material decline in market share or emergence of significant competitor or disruptor; -- Failure to demonstrate timely progress towards expected margin expansion. KEY RECOVERY RATING ASSUMPTIONS Fitch's recovery analysis assumes RealPage would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has also assumed a 10% administrative claim. RealPage's Fitch-calculated going concern (GC) EBITDA is assumed to be $375 million, approximately 10% below estimated LTM Sept. 30, 2021 EBITDA of $410 million inclusive of acquired businesses and assets. The company has been growing its revenue scale and benefiting from operating leverage, as reflected in the recent expanding EBITDA margins. Fitch believes the company can achieve $375 million GC EBITDA, approaching LTM, which reflects partial achievement of synergies associated with the take-private transaction. An enterprise value (EV) multiple of 7.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors the historical bankruptcy case study exit multiples for technology peer companies, which ranged from 2.6x to 10.8x. Of these companies, only three were in the software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. The highly recurring nature of RealPage's revenue and mission-critical nature of the product support the high end of the range. Fitch arrived at an EV of $2.5 billion. After applying the 10% administrative claim, an adjusted EV of $2.4 billion is available for claims by creditors. Fitch assumes a full draw on RealPage's proposed $250 million revolver. The resulting recovery implies a 51% to 70% recovery on the 1L, with the incremental term loan, consistent with a 'RR3' recovery rating and 0% recovery on the 2L, consistent with a 'RR6' recovery rating. Fitch notches up the 1L to 'B+' and notches down the 2L to 'CCC+' as a result. 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: Fitch expects RealPage to maintain in excess of $100 million of cash. The company also has access to an undrawn $250 million revolving credit facility. Liquidity will be further supported by in excess of $200 million of annual FCF. 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. ISSUER PROFILE RealPage, Inc., founded in 1998 and headquartered in Richardson, TX, is a leading global provider of software and data analytics to the real estate industry. Thoma Bravo acquired RealPage on April 22, 2021. REDWOOD EMPIRE: Responds to PPB, S&K Disclosure Objections ---------------------------------------------------------- Redwood Empire Lodging, LP, filed an omnibus response to objections to its Disclosure Statement. Objections were filed by Pacific Premier Bank, and S & K Inns of America, Inc. The Debtor asserts that PPB's Request to Extend the Time to Make A Section 1111(b) Election Is Unnecessary Because the Debtor Already Consented To That Relief: * The Debtor's clear intent under the Plan is to allow PPB to make its Section 1111(b) election after the Court determined the value of its collateral. The Plan provides that PPB must make its Section 1111(b) election "no later than 7 calendar days after the date the Court enters an order determining the value of the Page Property." The Plan goes on to detail the proposed treatment should PPB make such election. Thus, PPB's entire discussion on this point is moot, as the Plan already addresses the very concern raised in the PPB Objection. * PPB's argument that the entire Disclosure Statement process (and thus plan confirmation process) should be delayed until the Section 1111(b) election is actually made (or not made) is wrong and is asserted to delay the case. No unsecured creditor has made this argument. If PPB does make the election, then the unsecured creditors' treatment would be improved, as there would be fewer unsecured claims, not more. The unsecured creditors have sufficient information to vote on the Plan at this time. If timing becomes an issue for any particular creditor, the Debtor is willing to extend any deadline to vote on the Plan until after the Section 1111(b) decision is made once valuation is determined. This concession resolves any ostensible timing/informational concern raised by PPB. The Debtor adds that the New Investment Is Substantial Given the Debtor's Belief That The Interest Holders' Equity Is Worthless. Indeed, contrary to PPB's assertions, the Disclosure Statement does provide adequate information regarding the New Investment. It states where the New Investment is coming from (each of the Interest Holders on a pro rata basis) and when it will be invested (on the Effective Date). The Debtor will provide evidence of the actual funds at Plan confirmation; otherwise the Plan will not be confirmed. The Plan Projections also show the contribution of the funds and support the overall feasibility and strong starting cash position, which can be utilized to fund the capital expenditure items that PPB also complains of. As to the S&K OBJECTION, the Plan Properly Avoids S&K's Lien Under Bankruptcy Code Sec. 1141(c): * S&K asserts that the Plan's avoidance of S&K's lien and classification of the S&K Claim as unsecured is improper. It argues that such avoidance may be accomplished in only one of two ways: (i) as an adversary proceeding to determine either the amount of a secured claim under Bankruptcy Code § 506 or to determine the validity, priority, or extent of a lien on property, or (ii) as a claim objection or motion under Bankruptcy Rule 3012. Therefore, S&K reasons that the Plan improperly avoids its lien on the Rohnert Park Property and treats it as a general unsecured creditor. Clearly, S&K does not need any additional information to understand how its claim is being treated. Instead, this is plainly a Plan Objection, which the Debtor will nonetheless address here. The Debtor adds that the Disclosure Statement provides adequate information of the Debtor's valuation of the Rohnert Park Property and the rationale for S&K's treatment under the Plan. S&K asserts that the Disclosure Statement provides inadequate information regarding the value of the Debtor's assets. But in the very next sentence, S&K admits, as it must, that "[t]he Disclosure Statement does describe what value it attributes to either hotel." That statement is correct. As it pertains to the S&K Claim, the Liquidation Analysis attached to the Disclosure Statement clearly sets forth that the estimated value of the Rohnert Park Property (including all FF&E) is $15,000,000.00 and the cash and equivalents attributable to that property is $500,000.00. The Debtor's Schedules attributed a similar value of $14,700,000.00 to the Rohnert Park Property. The Disclosure Statement also describes the senior property tax liens on the Rohnert Park Property. Attorneys for the Debtor: Isaac M. Gabriel Jason D. Curry Michael Galen Quarles & Brady LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 TELEPHONE 602.229.5200 E-mail: isaac.gabriel@quarles.com jason.curry@quarles.com michael.galen@quarles.com About Redwood Empire Lodging Redwood Empire Lodging, LP, owns and operates two hotels: the Best Western Plus located at 208 N Lake Powell Boulevard, Page, Arizona 86040, and the Best Western Sonoma Winegrower's Inn, located at 6500 Redwood Drive, Rohnert Park, California 94928. Redwood Empire Lodging sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 21-04678) on June 16, 2021. In the petition signed by Debra Heckert, member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. is assigned to the case. Isaac M. Gabriel, Esq., at Quarles & Brady LLP, is the Debtor's counsel. RIVERBED TECHNOLOGY: Davis Polk Advised Lenders on Restructuring ---------------------------------------------------------------- Davis Polk advised an ad hoc group of first-lien term loan lenders (the "Ad Hoc Group") in connection with the chapter 11 restructuring of Riverbed Technology, Inc. and its affiliates. On Nov. 16, 2021, Riverbed filed chapter 11 cases in the United States Bankruptcy Court for the District of Delaware after successfully garnering 100% creditor support across all voting classes for a prepackaged plan of reorganization (the "Plan"). On Dec. 3, 2021, the Bankruptcy Court confirmed the Plan, which incorporates the terms of the Company's previously-announced restructuring support agreement and implements a comprehensive financial restructuring of the Company that deleverages the Company’s balance sheet by over $1 billion. Under the Plan, members of the Ad Hoc Group and the other first-lien term loan lenders received their pro rata share of (i) a $900 million secured exit term loan facility and (ii) convertible preferred equity in the reorganized Company with an initial liquidation preference value of approximately $239 million. In addition, holders of the Company’s second-lien term loan debt received 100% of the common stock in the reorganized Company and existing equity was canceled. A $100 million new money investment was provided by existing creditors in exchange for additional convertible preferred equity. The Plan was consummated and the Company emerged from bankruptcy on December 7, 2021. Founded in 2002, Riverbed is a technology company specializing in software solutions. The Davis Polk restructuring team includes partner Damian S. Schaible, counsel Jon Finelli and associates Stephanie Massman, Stephen Ford, Alexander K.B. Shimamura and Roy G. Dixon III. The M&A team is led by partner Stephen Salmon. Partner William A. Curran, counsel Tracy L. Matlock and associate Ben Levenback are providing tax advice. Members of the Davis Polk team are located in the New York and Northern California offices. About Riverbed Technology Headquartered in San Francisco, Calif., Riverbed Technology, Inc. is the leading provider of Wide Area Network (WAN) Optimization and performance monitoring products and services. Its more than 30,000 customers include 99 percent of the Fortune 100. Riverbed was acquired by private equity funds Thoma Bravo and Teachers' Private Capital in April 2015. Revenues were $713 million for the 12 months ended Sept. 30, 2020. Riverbed Technology and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16, 2021. In the petition signed by Dan Smoot, president and chief executive officer, Riverbed Technology estimated $1 billion to $10 billion in both assets and debt as of the bankruptcy filing. Judge Craig T. Goldblatt oversees the cases. Kirkland & Ellis and Pachulski Stang Ziehl & Jones, LLP serve as the Debtors' bankruptcy counsel. The Debtors also tapped Alixpartners, LLC as financial advisor, and GLC Advisors & Co., LLC and GLCA Securities, LLC as investment bankers. Stretto is the claims, noticing and administrative agent. ROCHELLE HOLDINGS: Taps Ewald to Auction Apopka Property -------------------------------------------------------- Rochelle Holdings XIII, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Ewald Auctions, Inc., an Orlando, Fla.-based auction firm. The Debtor plans to put into auction its real property located at 4150 Golden Gem Road, Apopka, Fla., and needs the services of the firm to hold an auction early next year. In the event that the winning bidder at the auction is either Double B Development, LLC or Alpine Residential, LLC, and the winning bid is approved by the court, the auctioneer will be paid a commission of 0.5 percent of the bid amount if the amount is equal to or less than what is offered to the Debtor. If the bid amount increases, the firm will be paid an additional 3 percent of the amount in excess of what was previously offered to the Debtor. In addition, the Debtor will pay the firm up to $25,000 in marketing expenses. Robert Ewald, the firm's broker 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: Robert H. Ewald Ewald Auctions, Inc. 12472 Lake Underhill Road, Suite 312 Orlando, FL 32828 Tel: (407) 275-6853 Email: info@ewaldauctions.com About Rochelle Holdings XIII Longwood, Fla.-based Rochelle Holdings XIII, LLC filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 21-03216) on July 15, 2021, disclosing total assets of $85 million and total liabilities of $29.06 million. Judge Lori V. Vaughan oversees the case. Kosto & Rotella, PA serves as the Debtor's legal counsel. RVT INC: Deadline for Amended Plan Extended to Feb. 28 ------------------------------------------------------- Judge Mark S. Wallace has entered an order extending the deadline for filing Amended Plan and Disclosure Statement of RVT Inc to Feb. 28, 2022, and the deadline for confirming a Plan to April 30, 2022. On Aug. 10, 2021, the U.S. Bankruptcy Court for the Central District of California held a hearing on the disclosure statement filed by RVT, Inc., and disapproved the disclosure statement currently on file because of unclear financial statements. At that hearing, Judge Mark S. Wallace ordered that an amended disclosure statement shall be filed on or before Oct. 26, 2021. About RVT Inc. Based in Fontana, California, RVT Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-17552) on Aug. 28, 2019, listing under $1 million in both assets and liabilities. The Hon. Mark S. Wallace is the case judge. OAKTREE LAW represents the Debtor. SK INVICTUS II: Fitch Lowers LongTerm IDR to 'B', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) of SK Invictus Intermediate II S.a.r.l. to 'B' from 'B+' and assigned an IDR of 'B' to Perimeter Solutions, SA (Perimeter) following the closing of the company's acquisition by EverArc Holdings Limited. The Rating Outlooks are Stable. Fitch has also assigned Long-Term issue ratings of 'BB-'/'RR2' to the new first lien senior secured revolver and first lien senior secured notes. The downgrade reflects the new company's capital structure exhibiting higher pro forma gross leverage of around 5.4x compared to the pre-transaction capital structure, after giving 0% equity credit to the company's new preferred shares. Fitch believes the lack of pre-payable debt within the new capital structure, coupled with an added potential for partially or fully debt-funded acquisitions, supports Fitch's view that Perimeter's total debt with equity credit/operating EBITDA will remain sustained above 5.0x and consistent with 'B' rating tolerances through the ratings horizon. The Stable Outlook reflects Fitch's expectations for continued strength in fire activity and further rebounds in vehicle miles driven to drive solid earnings performance for Perimeter, which Fitch forecasts will lead to total debt with equity credit/operating EBITDA remaining between 5.0x-5.5x over the forecast horizon. The 'B' rating reflects the company's leading market positions, solid liquidity position, and demonstrated financial resiliency during periods of weak fire seasons, as evidenced with its 2019-2020 performance. Fitch notes that uncertainty remains around the new company's appetite towards M&A, share repurchases and dividends in the longer term. Fitch has withdrawn its existing Long-Term issue ratings of the original first lien senior secured revolver, first-lien senior secured term loan, and second lien senior secured term loan, all of which were repaid and terminated at close of the EverArc acquisition. Fitch has also withdrawn its IDR of SK Invictus Intermediate S.a.r.l., which was a Guarantor Rating. KEY RATING DRIVERS EverArc Acquisition: On Nov. 9, 2021, SK Invictus Holdings S.a.r.l., the ultimate parent of SK Invictus Intermediate II S.a.r.l., consummated its previously announced business combination in which the company was acquired and taken public under a newly formed company, Perimeter Solutions, SA (NYSE: PRM), by EverArc Holdings, Limited, a publicly-listed acquisition company, in a transaction valued at about $2 billion. The transaction was financed by approximately $400 million in EverArc equity, $1.15 billion in proceeds from a private placement equity issuance, $675 million in senior secured notes and $100 million in preferred equity. The current management team will continue to lead the company. Capital Deployment Considerations: After giving 0% equity credit to the company's $100 million in new preferred shares, Perimeter's pro forma capital structure with around 5.4x Fitch-estimated gross leverage is more levered compared to the company's pre-transaction capital structure. While Fitch expects Perimeter to adopt more conservative financial policies as a public company, uncertainty remains around the company's appetite towards share repurchases and dividends in the longer term. Perimeter has historically been an active acquirer of smaller companies in the fire safety industry, with two bolt-on acquisitions completed in 2021. Fitch expects the company to continue to be an active acquirer going forward, with an added potential for expansion outside of fire safety. While Fitch would view increased end market diversification as favorable toward Perimeter's business profile, Fitch expects that any leveraging transaction would be immediately followed up with debt repayment such that total debt with equity credit/ operating EBITDA remains around 5.0x-5.5x. Robust 2021 U.S. Fire Season: Perimeter's fire safety business generated solid sales and EBITDA growth of approximately 3% and 16%, y/y respectively through YTD 1H21, supported by a robust U.S. fire season, partially offset by lower fire activity in Australia. Fitch projects the company's fire safety segment to continue to generate solid earnings growth throughout the forecast period, with additional upside potential stemming from diversification into new regions, U.S. Forest Services (USFS) initiatives to increase tanker capacity and pre-treatment measures taken by utilities and homeowners. Furthermore, Fitch believes that favorable structural shifts within forest firefighting tactics towards more aerial based approaches provides additional upside for the company. Leading Market Positions: Perimeter holds the #1 market position in both fire safety retardants, where it sells fire retardants for use in fighting forest fires and fire suppressant foam, and in its Oil Additives segment, where Perimeter supplies P2S5 for use in lubricant additives. Both segments are highly consolidated and have considerable barriers to entry. Perimeter is the sole supplier of fire retardants to the U.S. government and primarily sells to governmental and municipal entities such as USFS. Potential competitors would have to go through rigorous approval processes due to the mission-critical characteristics of the products. Likewise, the P2S5 Perimeter sells is hazardous in nature and requires specialized storage facilities to safely transport. Perimeter is the only competitor within the P2S5 market to have production capacity in both North America and Europe. Oil Additives Stability: Perimeter's position in the lubricant additives market has historically enabled it to post consistent EBITDA generation, with strong forecast FCF due in part to the segment's minimal capex requirements. While 2020 represented a challenging year for travel and fuel demand, the company was able to improve segment EBITDA within oil additives y/y by approximately 32% versus 2019. Through YTD 1H21, the segment's earnings have continued to rebound in line with improving miles driven, leading to higher revenues and EBITDA of 20% and 32%, y/y respectively. Fitch projects that EBITDA generation within oil additives improves sequentially in 2H21 and 2022 towards 2018 levels and around GDP thereafter, supported by continued rebounds in vehicle miles driven. This is consistent with Fitch's views that lubricant additive producers have historically enjoyed very consistent earnings even in times of rising raw material costs due to the stable demand profile of the industry. Substantial FCF Generation: Fitch projects Perimeter will generate around $50 million-$70 million on average of positive FCF throughout the forecast due to the anticipation for more normalized fire seasons and a continued return to historical demand levels within the oil additives segment. The company benefits from high consolidated EBITDA margins and minimal capex requirements that have traditionally resulted in substantial FCF generation that is notably above the metrics of other 'B' peers. Perimeter's products are highly specialized and account for only a small portion of its customers' overall costs, which has enabled it to consistently pass on any increases in the price of its underlying raw materials helping support margin and cash flow resiliency. Equity Credit: For purposes of calculating leverage, Fitch currently assigns 0% equity credit for the $100 million in SK Invictus Holdings 6.5% cumulative preferred stock based on the structural features of the instrument as analyzed under Fitch's "Corporate Hybrids Treatment and Notching Criteria." DERIVATION SUMMARY Perimeter is relatively small and generally more highly levered when compared to chemical peers such as Kronos Worldwide (B+/Stable), Ingevity Corp. (BB/Stable) and SK Mohawk Holdings, SARL (B/Negative). Perimeter's main differentiating factors from its peer group are its highly specialized products and leading market positions within each of its segments that typically lead to higher EBITDA margins and strong FCF generation far above the average for most peers. As such, Perimeter is able to support a higher debt load than a peer such as Kronos, which sells more commoditized products and has less of a leadership position in its industry. SK Blue Holdings is projected to have a similar mid-cycle leverage profile to Perimeter, but has less growth opportunities in its end-markets and its margin expansion opportunities are more cost-linked. Perimeter's typically substantial FCF generation compares with Ingevity given leading positions within Perimeter's fire safety and Ingevity's Performance Chemicals segments. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Robust fire season in 2021-2022 with annual growth thereafter in the low-mid single digits; -- Oil Additives demonstrates solid growth in 2021 and thereafter, supported by continued improvements in miles driven and fuel demand; -- Capex between 2%-3% of sales annually; -- Bolt-on acquisitions totaling $35 million annually on average; -- No dividends or share repurchases projected. Key Recovery Rating Assumptions: The recovery analysis assumes that Perimeter would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch's recovery analysis considered the high barriers to entry, leading market positions and specialized product portfolio of Perimeter's two businesses as well as the considerable FCF generation ability of each. Fitch's $90 million going concern EBITDA assumption is made up of an assumed $25 million from the Oil Additives business and $65 million from the Fire Safety business. In Oil Additives, Fitch believes customer production issues like the one seen in 2019 and coronavirus-related impacts have largely subsided. The company is the market leader in a specialized product that only accounts for a small percentage of its customers' total costs. The Zinc Dialkyldithiophosphate (ZDDP) Perimeter provides has no readily available substitute and requires specialized equipment to safely transport. Fitch believes the generally stable demand profile of the lubricant additives industry would allow the segment to generate around $25 million in EBITDA out of a distressed period. In Fire Safety, Perimeter is the unquestioned leader, with substantial market share. The company's products are essentially the only products certified to be used by its customers, which are governmental agencies which require years of approval procedures before a new product can be used. Perimeter's products are also mission-critical, further limiting new entrants. Demand has benefited from a structural shift towards greater use of fire retardants as well as longer fire seasons. However, should firefighting preferences or tactics change, or should fire activity dramatically decrease, the company would be vulnerable to declines in its earnings as exhibited in 2019. As such, Fitch believes a going concern EBITDA for this segment of around $65 million appropriately reflects emergence from a stressed scenario and reflects an amount between the earnings generated during years considered 'normal' fire seasons and 'weaker' fire seasons. Fitch has assigned a 7.0x recovery multiple, which is consistent with highly specialized and highly value-add specialty chemical producers such as Perimeter. The highly consolidated industries in which it operates, with high barriers to entry and the significant growth potential of the Fire Safety segment further support a higher multiple and the resulting enterprise value. With the revolver fully drawn, the first-lien debt recovers at a 'BB-'/'RR2' rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total debt with equity credit/operating EBITDA sustained below 5.0x; -- Increase in overall geographic exposure and end-market diversification that further reduces variability risk in fire safety; -- Demonstrated ability to maintain sufficient liquidity to withstand multiple periods of distress; -- FCF margin sustained around current levels. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt with equity credit/operating EBITDA sustained above 5.75x; -- Operating pressure within the Fire Safety segment resulting in weakened EBITDA generation and FCF margin trending towards the mid-single digits; -- More aggressive than anticipated M&A activity, including transformative, credit-unfriendly acquisitions, or a shareholder return strategy that suggests a deviation in financial policy; -- Expectations of FFO fixed-charge coverage sustained at or below 1.75x. 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 Solid Liquidity: The company's new $100 million senior secured revolver maturing in 2026 is forecasted to stay mostly undrawn, with any drawdowns likely to be repaid relatively quickly, and Fitch currently expects the company to continue to keep a moderate amount of cash on hand. Together with the revolver and around $50 million-$70 million on average of positive FCF throughout the forecast, Perimeter should have a comfortable liquidity buffer. 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. ISSUER PROFILE Perimeter Solutions, SA (NYSE: PRM) is a chemical company with two business segments: Fire Safety and Oil Additives. In Fire Safety, Perimeter's aerial retardants are used by forest service agencies to fight and contain forest fires. In Oil Additives, Perimeter is the market leader in ZDDP. TENTLOGIX INC: Court Approves Disclosure Statement -------------------------------------------------- Judge Mindy A. Mora has entered an order approving the Disclosure Statement of Tentlogix Inc. The hearing to consider confirmation of the Plan will be on Tuesday, Jan. 25, 2022 at 1:30 p.m. in United States Bankruptcy Court; 1515 N. Flagler Drive, Courtroom A, Room 801, West Palm Beach FL 33401. The last day for filing and serving objections to confirmation of the Plan is on Tuesday, Jan. 11, 2022 (14 days before Confirmation Hearing). The last day for filing a ballot accepting or rejecting the Plan is on Tuesday, Jan. 11, 2022 (14 days before Confirmation Hearing). About Tentlogix Inc. Tentlogix Inc., a Florida corporation located in Indiantown, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 20-22971) on Nov. 27, 2020. Gary Hendry, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $3,135,866 in assets and $10,689,420 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor tapped Kelley, Fulton & Kaplan, P.L. as its legal counsel and Carr Riggs & Ingram as its accountant. THREESQUARE LLC: Feb. 9, 2022 Plan Confirmation Hearing Set ----------------------------------------------------------- On Dec. 1, 2021, the U.S. Bankruptcy Court for the Northern District of West Virginia convened a hearing to consider the Third Amended Disclosure Statement of ThreeSquare, LLC. On Dec. 9, 2021, Judge B. McKay Mignault approved the Disclosure Statement and ordered that: * Jan. 14, 2022 is fixed as the last day for filing acceptances or rejections of the Plan of Reorganization. * Jan. 14, 2022 is fixed as the last day for filing with the Court and serving written objections to confirmation of the Plan of Reorganization. * Feb. 9, 2022, at 3:00 p.m., by telephone is the hearing to consider and act upon confirmation of the Plan of Reorganization. A copy of the order dated Dec. 9, 2021, is available at https://bit.ly/3DSQe9Q from PacerMonitor.com at no charge. Counsel for Debtor: Brian R. Blickenstaff, Esq. Turner & Hohns, PLLC 808 Greenbrier Street Charleston, WV 25311 Phone No: (304)720-2300 Fax No: (304)720-2311 E-mail: bblickenstaff@turnerjohns.com About ThreeSquare LLC ThreeSquare, LLC, a West Virginia corporation which has been in business since 2002, which business consists of renting commercial property for retail and/or office space to interested tenants. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 19-00975) on Nov. 12, 2019. The Debtor was estimated to have $500,001 to $1 million in assets and less than $10 million in liabilities. Judge Frank W. Volk oversees the case. The Debtor hired Turner & Johns, PLLC, as its legal counsel. TOPPS COMPANY: Moody's Withdraws 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service withdrew its ratings for The Topps Company, Inc., including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating, the SGL-4 Speculative Grade Liquidity rating, and the B2 rating on the senior secured first lien credit facilities. Prior to the withdrawal the outlook was negative. The following ratings/assessments are affected by the action: Ratings Withdrawn: Issuer: The Topps Company, Inc. Corporate Family Rating, Withdrawn , previously rated B2 Probability of Default Rating, Withdrawn , previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-4 Senior Secured Bank Credit Facility, Withdrawn , previously rated B2 (LGD3) Outlook Actions: Issuer: The Topps Company, Inc. Outlook, Changed To Rating Withdrawn From Negative RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. The Topps Company, Inc., founded in 1938, is a global consumer products company with a multiplatform product portfolio that includes physical and digital collectibles, trading cards, trading card games, sticker and album collections, memorabilia, curated experiential events, gift cards and novelty confections. TWINS SPECIAL: Feb. 4, 2022 Plan Confirmation Hearing Set --------------------------------------------------------- On November 22, 2021, at 2:00 p.m., a continued hearing was held before Judge Christopher C. Latham on the motion of Debtor Twins Special, LLC, and Creditors Christopher and Nicholas Mechling, as co-proponents of the First Amended Joint Plan of Reorganization Dated July 15, 2021, for an order approving a disclosure statement. At the continued hearing, the Court directed that Mr. Byun and Mr. Kirby meet and confer with respect to changes to section 5.8 (formerly section 5.5) of the Disclosure Statement The Court has been advised that: Mr. Kirby and Mr. Byun have agreed to the amended text. A Second Amended Disclosure Statement was filed on December 8 together with a redline indicating that the only change was to the section discussed at the November 22 hearing. On December 10, 2021, Judge Latham approved the Second Amended Disclosure Statement and ordered that: * The motion to confirm the plan shall be filed and served on all creditors and parties in interest no later than December 17, 2021. * Feb. 4, 2022 at 10:00 in Department 5 is the plan confirmation hearing. * Jan. 18, 2022 is the deadline for receipt of ballots. A copy of the order dated Dec. 10, 2021, is available at https://bit.ly/3s1E4t1 from PacerMonitor.com at no charge. Attorneys for Twins Special: BEST BEST & KRIEGER Brian Byun Attorneys for Creditors Christopher & Nicholas Mechling: Dean T Kirby, Jr. 090114 KIRBY & McGUINN, A P.C. 707 Broadway, Suite 1750 San Diego, California 92101-5393 Telephone: (619) 525-1652 About Twins Special Twins Special, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-01230) on March 3, 2020. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. Judge Christopher B. Latham oversees the case. The Debtor is represented by the Law Office of Bruce R. Babcock, Esq. TYNDALL PARKWAY: Unsecured Claims Unimpaired in Sale Plan --------------------------------------------------------- Tyndall Parkway Apartments, L.L.C., submitted a First Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor received an offer from Lurin Multi-Family Acquisition Group, LLC (the "Purchaser" or "Buyer") to purchase substantially all the Assets of the Debtor for $44,000,000.00 cash and other material terms. Following extensive negotiations, the Debtor and the Purchaser executed a Purchase and Sale Agreement on October 18, 2021 (the "Purchase Agreement"). On October 25, 2021, the Debtor filed its Motion for Order Authorizing Sale of Substantially All of its Assets to the Purchaser pursuant to 11 U.S.C. Section 363 (the "Sale Motion") and a Report and Notice of Intention to Sell Property of the Estate. In connection therewith, the Debtor subsequently filed a Motion to Assume and/or Assign Certain Executory Contracts (the "Assignment Motion"). The principal business terms of the Purchase Agreement are summarized in the Sale Motion, qualified in their entirety by reference to the Purchase Agreement itself. Each creditor of the Debtor and party in interest should read, consider and carefully analyze the Sale Motion and the terms and provisions of the Purchase Agreement. The Sale Motion and the Assignment Motion were set for preliminary hearing on November 18, 2021. PNGC, Gadoury & Gadoury, and Tower filed objections to the Sale Motion. During the preliminary hearing, the Court set the Sale Motion and related pleadings, including the Assignment Motion, for final evidentiary hearing on December 30, 2021, in Tallahassee, Florida, and/or via Zoom. Class 8 General Unsecured Claims will each receive such Holder's Pro Rata Share of the General Unsecured Creditor Fund. The Debtor expects Holders of Allowed Class 8 General Unsecured Claims to be paid in full. Class 8 is unimpaired. Counsel for the Debtor: Jodi D. Dubose Edward J. Peterson STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St., #200 Tampa, Florida 33602 Telephone: (813) 229-0144 E-mail: jdubose@srbp.com epeterson@srbp.com A copy of the Disclosure Statement dated December 1, 2021, is available at https://bit.ly/3G8yysm from PacerMonitor.com. About Tyndall Parkway Apartments Tyndall Parkway Apartments, LLC, a Panama City, Fla.-based company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 21-50044) on May 25, 2021. In the petition signed by Edward E. Wilczewski, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Stichter, Riedel, Blain & Postler, PA as bankruptcy counsel and Beggs & Lane, RLLP as special counsel. U.S. TOBACCO: Disclosure Hearing Continued to Feb. 8 ---------------------------------------------------- Judge Joseph N. Callaway has entered an order that the hearing scheduled and noticed for November 30, 2021, on the Motion for Entry of an Order Motion for Entry of an Order (A) Approving Disclosure Statement; (B) Establishing Voting Record Date, Voting Deadline, and Other Dates for Plan Confirmation; (C) Approving Procedures for Soliciting, Receiving, and Tabulating Votes on Plan and for Filing Objections to Plan; (D) Setting Supplemental Bar Date; (E) Approving the Manner and Forms of Notice and Other Related Documents; and (F) Granting Related Relief, and the Debtor's proposed Disclosure Statement for the Joint Plan of Reorganization of U.S. Tobacco Cooperative, Inc. and Its Affiliated Debtors as now Amended; together, along with all exhibits, the "Amended Disclosure Statement"), is continued to and noticed for in-person hearing on Tuesday, February 8, 2022, with a carry-over date if needed of February 9, 2022 at 10:00 a.m. at the United States Bankruptcy Courthouse, Second Floor, 150 Reade Circle, Greenville, North Carolina 27858. The last date and time to file objections and other responses to the Amended Disclosure Statement is Monday, Jan. 24, 2022 at 5:00 p.m. The Debtor may, but is not required to, file replies thereto by Thursday, Feb. 3, 2022 at 5:00 p.m. About U.S. Tobacco Cooperative U.S. Tobacco Cooperative Inc. produces U.S. flue-cured tobacco grown by more than 500 member growers in Florida, Georgia, South Carolina, North Carolina, and Virginia. Member-grown tobacco is processed and sold as raw materials to cigarette manufacturers worldwide. U.S. Tobacco Cooperative and affiliates sought Chapter 11 protection (Bankr. E.D.N.C. Lead Case No. 21-01511) on July 7, 2021. In the petition signed by Keith H. Merrick, chief financial officer, U.S. Tobacco Cooperative estimated assets of between $100 million and $500 million and estimated liabilities of between $100 million and $500 million. Judge Joseph N. Callaway oversees the cases. The Debtors tapped Hendren, Redwine & Malone, PLLC as bankruptcy counsel, and McGuireWoods, LLP and Robinson, Bradshaw & Hinson, P.A., as special counsel. BDO Consulting Group, LLC, SSG Advisors, LLC and CliftonLarsonAllen serve as the Debtors' financial advisor, investment banker and accountant, respectively. WC 717 N HARDWOOD: Asurity Notes of $20 Million Cure Claims ----------------------------------------------------------- Asurity Mortgage Group, Inc., a creditor and lessee of WC 717 N Harwood Property, LLC, and files this its Objection to the Debtor's Disclosure Statement for Plan of Reorganization. Asurity points out that the Disclosure Statement fails to: (i) identify the size of cure claims necessary to assume the Debtor's leases; and (ii) explain where this money will come from. Upon information and belief, asserted cure claims may total more than $20 million. Yet the Debtor has on hand only $672,330.00 as of November 1, 2021, all of which appears to be needed for noncure administrative claims. The Debtor makes no attempt to describe how much it may have to pay in cure claims and how it will possibly be able to pay it. That is fundamental information that all parties are entitled to know in order to make an informed decision on the proposed plan and the feasibility of the proposed plan. Indeed, the Debtor fails to even reference the Adversary Proceeding filed against it by Asurity, in which Asurity seeks various declarations, including determinations that it does not owe the Debtor hundreds of thousands of dollars and that the Debtor owes it hundreds of thousands of dollars. That is information that creditors are entitled to, even if the Debtor disagrees with Asurity's claims (which disagreement the Debtor is free to note and to explain). Asurity can only imagine what claims other tenants may have informally made. Asurity asserts that the Disclosure Statement's projections go through August, 2022. This is woefully insufficient considering the requirement of adequate assurance of future performance for a lease assumption, and considering that unsecured claims are paid over 2 years. The Disclosure Statement should not be approved until the Debtor prepares and files projections covering the life of the Proposed Plan. Asurity complains that the Disclosure Statement references potential refinancing efforts. Upon information and belief, the Debtor has been attempting to refinance (and making various promises on that score that it has not been able to keep). The Debtor should recount these efforts at a high level, on a non-prejudicial basis, describe present efforts, and discuss future efforts, such as amounts, timing, potentials, and terms. If the creditors are being asked to "take a flyer" on refinancing, then they should be provided basic information as to the likelihood thereof and potential problems therewith. In this respect, Asurity understands that the Debtor's ultimate owner(s) have filed a number of bankruptcy cases. The Debtor should be required to provide a general description of these other cases, why they have been filed, and what the overall viability of business enterprise is (including any regulatory or other legal proceedings that may be involved). All of that has serious relevance to the proposed plan's feasibility and to the Debtor's request that creditors and tenants "trust" it. Attorneys for ASURITY MORTGAGE GROUP, INC.: Davor Rukavina, Esq. MUNSCH HARDT KOPF & HARR, P.C. 3800 Ross Tower 500 N. Akard Street Dallas, Texas 75201 Telephone: (214) 855-7500 Facsimile: (214) 978-5359 About WC 717 N Harwood Property Austin, Texas-based WC 717 N Harwood Property, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 21-10630) on Aug. 3, 2021, listing up to $500 million in assets and up to $100 million in liabilities. Natin Paul, authorized representative, signed the petition. Judge Tony M. Davis oversees the case. The Debtor tapped Fishman Jackson Ronquillo, PLLC as legal counsel. [*] FTI Consulting Enters Into Agreement to Acquire BOLD -------------------------------------------------------- FTI Consulting, Inc., on Dec. 14 disclosed that it has entered into a definitive agreement to acquire BOLD, a leading restructuring, transactions, digital and transformation advisory firm in the Netherlands. The acquisition is expected to close during the first quarter of 2022. Terms of the transaction were not disclosed. Founded in 2013 by Klaas Wagenaar and Gerrit van Munster, BOLD helps businesses become and stay relevant and successful in times of strategic change and mergers and acquisitions. The acquisition will extend FTI Consulting's restructuring, business transformation, digital and transactions teams to the Dutch market and will provide BOLD's existing clients with access to FTI Consulting's diversified platform. "We are delighted to welcome the BOLD team to FTI Consulting," said Steven H. Gunby, President and Chief Executive Officer of FTI Consulting. "We are so pleased to attract a powerful team with a great reputation in the Netherlands, a geography where we have not historically had a substantial presence. Combining this group with the powerful global network that we have been investing in will, we believe, allow us to even better serve our clients with their most critical challenges and opportunities." Thirty-one billable professionals, including two senior managing directors and eight managing directors, will join the Corporate Finance & Restructuring segment at FTI Consulting. As a trusted partner to companies, boards of directors, investors, lenders and creditors around the world, the Corporate Finance & Restructuring segment helps clients address the full spectrum of restructuring, transformational, digital and transactional risks and opportunities across diverse industries and guides companies through the value-creation life cycle. "The addition of BOLD continues our focus on growth in Europe, the Middle East and Africa," said Diederick van der Plas, Head of EMEA Corporate Finance & Restructuring at FTI Consulting. "Like BOLD, we pride ourselves on working side-by-side with our clients to help them address complex strategic, operational and financial concerns. The combination of our teams will enable us to better serve Dutch companies with operations in international markets, as well as multinational organizations with interests in the Netherlands." Commenting on the transaction, Klaas Wagenaar said, "FTI Consulting is the ideal partner for us. This combination will allow us to harness the expertise and coverage of an international player that shares our entrepreneurial approach to provide a more hands-on service for clients in the Netherlands. We are proud of what we have built at BOLD, and we look forward to the next chapter of our journey with FTI Consulting." About FTI Consulting FTI Consulting, Inc. (NYSE: FCN) -- http://www.fticonsulting.com/ -- is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 6,600 employees located in 29 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $2.46 billion in revenues during fiscal year 2020. In certain jurisdictions, FTI Consulting's services are provided through distinct legal entities that are separately capitalized and independently managed. About BOLD BOLD supports organizations in times of crisis and change. BOLD professionals have the knowledge, expertise and experience to support and lead businesses by combining strategy with their hands-on "analyze, advise, execute" approach. BOLD's four key offerings are Turnaround, Transformations, Transactions and Digital. In addition, BOLD provides clients with an "Interim" service utilizing a network of experts who can be brought into assignments on an as-needed basis. [*] Judge Shelley Chapman to Retire from Southern District Bench ---------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of New York on Dec. 13 disclosed that Judge Shelley C. Chapman has declared her intention to retire on June 6, 2022. Judge Chapman joined the Southern District bench in 2010. During her tenure, she has presided over hundreds of chapter 11 cases and related adversary proceedings, including Lehman Brothers Holdings Inc., Lehman Brothers Inc., Nine West Holdings, Inc., Sabine Oil & Gas Corporation, LightSquared Inc., GSC Group, Inc., Patriot Coal Corporation, 4Kids Entertainment, Inc., Ambac Financial Group, Inc., Innkeepers USA Trust, Boston Generating, LLC, Stearns Holdings, LLC, Cumulus Media Inc., Furla (USA), Inc., Toisa Limited, NII Holdings, Inc., Century 21 Department Stores LLC, Philippine Airlines, LodgeNet Interactive Corporation, Sbarro, Inc., BCBG MaxAzria Global Holdings, LLC, the Roman Catholic Diocese of Rockville Centre, and Grupo Aeromexico, S.A.B. de C.V. Judge Chapman has also presided over dozens of chapter 15 proceedings, including Platinum Partners Value Arbitrage LP, Perforadora Oro Negro, Octaviar Administration Pty Ltd., and Rege Energia S.A. She has served as the court-appointed mediator in numerous chapter 11 cases, including Purdue Pharma, Windstream, Frontier Communications, OneWeb Global Limited, and Avianca Holdings S.A. Judge Chapman is a Conferee of the National Bankruptcy Conference, a Fellow of the American College of Bankruptcy, and a member of the International Insolvency Institute. In addition, she serves as a member of the Executive Committee and as a Vice President of III. She is a member of the American Bankruptcy Institute, served on an advisory committee of the ABI Commission to Study Chapter 11 Reform, and served as judicial co-chair of the ABI New York City Bankruptcy Conference. In April 2015, she was appointed by the Chief Justice of the United States to serve as the Chair of the Federal Judicial Center's Bankruptcy Judge Education Advisory Committee and acts as a mentor judge for the Federal Judicial Center's Orientation Program for Newly Appointed Bankruptcy Judges. In July 2016, she became a member of the FDIC's Systemic Resolution Advisory Committee. She also serves on the Second Circuit Civic Education Committee and served on the Editorial Board of Collier on Bankruptcy as a Contributing Author. She is a frequent lecturer on a variety of U.S. bankruptcy and international insolvency topics and has welcomed hundreds of schoolchildren to her courtroom for mock trials. Until her retirement date, Judge Chapman will continue to preside over the cases on her docket. Judge Chapman's judicial vacancy will be filled by the Second Circuit. ********* 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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***