/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/220510.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 10, 2022, Vol. 26, No. 129 Headlines 127 DEPOT LLC: Files for Bankruptcy Protection in New York 1501 WEST REALTY: Seeks to Hire David Culp & Co. as Accountant A.G. DILLARD: Unsecureds to Recover 6% via Quarterly Payments ALCON CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors ALL YEAR HOLDINGS: Exclusivity Period Extended to Aug. 11 ALTA CUCINA 2: Taps Timothy S. Hart Law Group as Tax Counsel ALTICE USA: S&P Alters Outlook to Negative, Affirms 'BB' ICR AREVALO LC: Seeks Approval to Hire Arthur Lander as Accountant ARMSTRONG FLOORING: 400 Jobs Uncertain as Bankruptcy Looms ARMSTRONG FLOORING: Case Summary & 30 Largest Unsecured Creditors BMG EXTERIORS: Seeks to Tap Preeti Gupta as Bankruptcy Counsel BREITBURN ENERGY: Order Directing $13.4MM Deposit Vacated BUCKINGHAM HEIGHTS: Exclusivity Period Extended to Aug. 4 CES ENERGY: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable CYPRESS ENVIRONMENTAL: Case Summary & 30 Top Unsecured Creditors EASTERN ILLINOIS UNIVERSITY: S&P Ups ICR to 'BB+', Outlook Stable EDGEWATER HOLDINGS: Unsecureds Will Get 5% of Claims in Plan ELITE INVESTORS: Case Summary & Eight Unsecured Creditors GWG HOLDINGS: Frankowski Woos Buyers of L Bonds HOST HOTELS: S&P Alters Outlook to Stable, Affirms 'BB+' ICR HOYOS INTEGRITY: Taps Klehr Harrison Harvey Branzburg as Counsel INNERLINE ENGINEERING: Taps Ferris & Britton as Special Counsel ION GEOPHYSICAL: Creditors Object to Gates' Restructuring Role ION GEOPHYSICAL: Lenders Object to Ch. 11 Financing, Creditors Say J & J CONSULTING: Seeks to Hire Province LLC as Financial Advisor J & J CONSULTING: Taps Garman Turner Gordon as Legal Counsel J AND J PURCHASING: Seeks to Hire Province as Financial Advisor J AND J PURCHASING: Taps Garman Turner Gordon as Legal Counsel JAMROCK CONSTRUCTION: Seeks Approval to Tap Ron Hudson as Realtor KHAF CORPORATION: Seeks Bankruptcy Protection in Texas LIMETREE BAY: Bankruptcy Plan Challenged Over Insurance Treatment LIQUOR 369: Seeks to Hire Bartolone Law as Bankruptcy Counsel LTL MANAGEMENT: Opposes Bid to Appoint Ovarian Cancer Patients MESH SUTURE: 10th Cir. Affirms Award of Control to Dr. Dumanian MGA MANAGEMENT: Voluntary Chapter 11 Case Summary MGAE INC: Voluntary Chapter 11 Case Summary OAKTREE MEDICAL: Clawback Claims vs McGuireWoods Narrowed PARK HOTELS: S&P Alters Outlook to Positive, Affirms 'B' ICR PATRIOT CREDIT: Seeks to Hire CFGI as Restructuring Advisor PEABODY ENERGY: 9th Cir. Affirms Remand of Global Warming Suits PELCO STRUCTURAL: Exclusivity Period Extended to June 14 PIONEER CONTRACTING: Seeks to Tap QCS as Accountant POCONO MOUNTAIN: Seeks to Hire William Owens & Co. as Accountant RESIDEO TECHNOLOGIES: S&P Upgrades ICR to 'BB+', Outlook Stable SHAPE TECHNOLOGIES: S&P Upgrades ICR to 'B-', Outlook Stable SHURWEST LLC: Gets Approval to Hire Gerald Maltz as Mediator SMILE STREET: Seeks to Hire Meridian Law as Bankruptcy Counsel STAIN-LESS INC: Seeks to Hire Davidoff Hutcher & Citron as Counsel TEN DOLLAR: Amends Plan to Include Dept. of Revenue & Labor Claims UNITED PROMOTIONS: Taps Kilpatrick Townsend & Stockton as Counsel [*] Amazon FBA Strong Growth Opportunity for Asset-Based Lenders [^] Large Companies with Insolvent Balance Sheet ********* 127 DEPOT LLC: Files for Bankruptcy Protection in New York ---------------------------------------------------------- Single Asset Real Estate 127 Depot LLC filed for chapter 11 protection in the Eastern District of New York. According to court filing, 127 Depot estimates between 1 and 49 unsecured creditors. The petition states that funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for June 2, 2022 at 2:00 P.M. at the office of UST. About 127 Depot LLC 127 Depot LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). 127 Depot LLC sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-70889) on April 28, 2022. In the petition filed by John McInnes, as president, 127 Depot LLC listed estimated assets up to $50,000 and estimated liabilities between $500,000 and $1 million. The case is assigned to Honorable Bankruptcy Judge Robert E. Grossman. 1501 WEST REALTY: Seeks to Hire David Culp & Co. as Accountant -------------------------------------------------------------- 1501 West Realty, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to employ David Culp & Co. LLP as its accountant. The Debtor requires an accountant to prepare reports, financial statements, and matters related to tax forms and returns. The Debtor will be billed $185 and $275 per hour for accounting and tax services, respectively. As disclosed in court filings, David Culp & Co. is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Drew Sell, CPA David Culp & Co. LLP 70 Home Street P.O. Box 1128 Huntington, IN 46750 Telephone: (260) 356-0640 Email: dsell@culpcpa.com About 1501 West Realty 1501 West Realty, LLC is the fee simple owner of the real property located at 1470 Etna Ave., Huntington Ind., having an appraised value of $645,000. 1501 West Realty filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 22-10280) on March 23, 2022, listing total assets of $664,329 and total liabilities of $1,532,515. Douglas R. Adelsperger serves as Subchapter V trustee. Judge Robert E. Grant oversees the case. The Debtor tapped Scot T. Skekloff, Esq., at Hallercolvin PC as legal counsel and Drew Sell, CPA, at David Culp & Co. LLP. A.G. DILLARD: Unsecureds to Recover 6% via Quarterly Payments ------------------------------------------------------------- A.G. Dillard, Inc., filed with the U.S. Bankruptcy Court for the Western District of Virginia a Disclosure Statement describing Plan of Reorganization dated May 3, 2022. The Debtor is a Virginia stock corporation located in Troy, Virginia. It was organized and created in 1966 as a driveway paving company and now operates as full service excavating contractor in the central Virginia and surrounding regions. The decision to file for relief under Chapter 11 of the Bankruptcy Code was necessary to increase the Debtor's working capital by (i) allowing the Debtor to coordinate with its term and equipment lenders to refine appropriate payment schedules, (ii) restructuring overall debts and obligations, and (iii) allowing new capital funding, as proposed in the Plan. Class 14 consists of General Unsecured Claims (estimated to be approximately $5,082,748.00). Holders of Class 14 Allowed Claims shall share pro rata in 20 quarterly distributions in the amount of 25% of quarterly net income. Quarterly net income shall be defined as revenue funds remaining after payment of all ordinary and necessary business expenses and Plan payments in a given 3 month period. On the Debtor's business judgement, it needs to maintain control of the remaining 75% of quarterly net income in order to maintain profitable business operations post-Effective Date and to account for unexpected business expenses and other unexpected business events, including investments of working capital. The extent of the recovery for Class 14 Allowed Claims is speculative, but is expected to be approximately 6%. The first payment to Class 14 shall be paid within 60 days from the Effective Date and subsequent payments, every 3 months thereafter. Class 15 consists of all of the equity interests in the Debtor. On the Effective Date, equity in the Reorganized Debtor will vest 100% in Alan G. Dillard, III as the sole shareholder, provided he is the high bidder at the auction to be conducted at the Confirmation Hearing. Class 15 is unimpaired under the Plan. Holders of interests in Class 15 are conclusively presumed to have accepted the Plan pursuant to § 1126(f) of the Bankruptcy Code. Therefore, Holders of Interests in Class 15 are not entitled to vote to accept or reject the Plan. Alan G. Dillard, III, the current Equity Interest Holder, is actively in discussions with potential purchasers of all or a portion of the equity interest in the Debtor. Should those negotiations materialize, the Debtor will promptly and appropriately notice the sale and bidding process on or before the Confirmation Hearing Date. Payments and distributions under the Plan will be funded by (i) the Proposed Equipment Sale, (ii) proposed Exit Financing in the amount of $2,000.000.00, and (iii) the Debtor's ongoing business operations. Under the Plan, Secured Claims are paid in full, Priority Claims are paid in full, and General Unsecured Claims will receive a distribution. In the opinion of the Debtor, the projected creditor recoveries under the Plan are far greater than projected creditor recoveries in a Chapter 7 liquidation. A full-text copy of the Disclosure Statement dated May 3, 2022, is available at https://bit.ly/38j8Q9b from PacerMonitor.com at no charge. Counsel for the Debtor: Robert S. Westermann, Esq. Brittany B. Falabella, Esq. Hirschler Fleischer, P.C. 2100 East Cary Street Richmond, VA 23218-0500 Tel: (804) 771-9500 Fax: (804) 644-0957 Email: rwestermann@hirschlerlaw.com bfalabella@hirschlerlaw.com About A.G. Dillard, Inc. A.G. Dillard, Inc. is an excavating contractor in Troy, Virginia. It provides a wide variety of site construction services, including site remodeling, clearing and demolition, pond repair/conversion, excavating and grading, site concrete, and paving. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Va. Case No. 22-60115) on February 9, 2022. In the petition signed by Alan G. Dillard, III, president, the Debtor disclosed up to $50 million in both assets and liabilities. Robert S. Westermann, Esq. at Hirschler Fleischer, PC is the Debtor's counsel. Blue Ridge Bank, as lender, is represented by Michael D. Mueller, Esq. at Williams Mullen. ALCON CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Alcon Contractors LLC 9201 Linbrooke San Antonio, TX 78250 Chapter 11 Petition Date: May 9, 2022 Court: United States Bankruptcy Court Western District of Texas Case No.: 22-50498 Judge: Hon. Craig A. Gargotta Debtor's Counsel: Morris E. "Trey" White III, Esq. VILLA & WHITE LLP 1100 N.W. Loop 4100 Ste. 802 San Antonio, TX 78213 Tel: (210) 225-4500 Fax: (210) 212-4649 Email: treywhite@villawhite.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Garcia as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OVCOTWI/Alcon_Contractors_LLC__txwbke-22-50498__0001.0.pdf?mcid=tGE4TAMA ALL YEAR HOLDINGS: Exclusivity Period Extended to Aug. 11 --------------------------------------------------------- All Year Holdings Limited obtained an order from the U.S. Bankruptcy Court for the Southern District of New York, which extended its exclusivity periods to file a Chapter 11 plan and solicit acceptances for the plan to Aug. 11 and Oct. 11, respectively. The extension gives the company more time to negotiate a plan with the consent of its bondholders and prepare a disclosure statement for the solicitation of votes for such a plan. Additional coordination with the company's counsel in Israel and the British Virgin Islands is required to finalize the plan so that it comports with the requirements in the Bankruptcy Code as well as the laws of these international jurisdictions, according to the company's attorney, Matthew Goren, Esq., at Weil, Gotshal & Manges LLP. "[All Year Holdings] is a reporting company in Israel and, to comply with applicable Israeli securities law, it will be necessary to commence a recognition proceeding in Israel to, among other things, obtain court approval to convene a bondholder meeting and solicit the bondholders' votes on a plan," Mr. Goren said, adding that the process for securing approval in Israel to commence the solicitation is tied to the approval of the company's disclosure statement in its Chapter 11 case in the U.S. About All Year Holdings Ltd. All Year Holdings Ltd. is a real estate development company founded by American real estate developer Yoel Goldman. It operates as a holding company, which, through its direct and indirect subsidiaries, focuses on the development, construction, acquisition, leasing and management of residential and commercial income producing properties in Brooklyn, N.Y. The company's portfolio includes approximately 1,648 residential units and 69 commercial units in Bushwick, Williamsburg, and Bedford-Stuyvesant. All Year Holdings sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 21-12051) on Dec. 14, 2021. At the time of the filing, the Debtor listed $1 billion to $10 billion in assets and liabilities. Judge Martin Glenn oversees the case. Weil, Gotshal & Manges LLP, led by Matthew Paul Goren, Esq., is the Debtor's legal counsel. ALTA CUCINA 2: Taps Timothy S. Hart Law Group as Tax Counsel ------------------------------------------------------------ Alta Cucina 2, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Timothy S. Hart Law Group, PC as its tax counsel. The firm will render these services: (a) analyze the businesses sales tax obligations; (b) prepare and file a New York State (NYS) Power of Attorney form; (c) obtain necessary tax transcripts; (d) represent the Debtor before the New York State Department of Taxation and Finance (NYSDTF) regarding voluntary disclosure of sales tax filings and taxes that were not remitted; and (e) prepare and file the unfiled sales tax forms from sales tax data. The firm's hourly rates are as follows: Attorney $450 Paralegal $250 The firm will charge the Debtor a flat fee of $5,000 for its tax services. The firm has received a post-petition retainer of $5,000 in connection with the tax services to be provided. Timothy Hart, Esq., a member of Timothy S. Hart Law Group, disclosed in a court filing 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: Timothy S. Hart, Esq. Timothy S. Hart Law Group, PC 1180 6th Ave., #8Fl New York, NY 10036 Telephone: (917) 382-5142 About Alta Cucina 2 Alta Cucina 2, LLC, formerly known as Alta Cucina, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y Case No. 21-12103) on Dec. 21, 2021, listing up to $1 million in assets and up to $10 million in liabilities. Ronald J. Friedman, Esq., at SilvermanAcampora, LLP serves as Subchapter V trustee. Judge Lisa G. Beckerman oversees the case. The Debtor tapped Adrienne Woods, Esq., at The Law Offices of Adrienne Woods, PC as bankruptcy counsel and Timothy S. Hart Law Group, PC as tax counsel. ALTICE USA: S&P Alters Outlook to Negative, Affirms 'BB' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on U.S.-based incumbent cable provider Altice USA to negative from stable and affirmed all the ratings, including the 'BB' issuer credit rating. The negative outlook reflects that S&P could tighten its ratings triggers if broadband revenue growth does not materialize or EBITDA trends do not improve in the second half of 2022 and into 2023, such that the company's profitability metrics (including EBITDA per home passed) diverge further from peers, which could result in a downgrade of more than one-notch if leverage is sustained above 6x. S&P said, "Altice's credit metrics are currently stretched for the rating, and we believe there is uncertainty around the company's ability to improve subscriber metrics and grow earnings. Given the weakness in first-quarter 2022, it is now unclear whether Altice can increase its number of broadband subscribers in 2022 compared with our previous expectation for 38,000 net adds in 2022 and 83,000 in 2023. We have revised our forecast down to just 5,000 adds in 2022, with 2023 unchanged at about 2% growth. "The company has industry-leading high-speed data (HSD) average revenue per user (ARPU), which leaves less room for it to grow HSD revenue (and earnings) absent subscriber gains. In fact, we believe the company could become more promotional over the next year to gain subscribers. It could also lower its rack rate--the price after promotions end--to reduce customer churn. Both strategies could pressure ARPU and limit overall HSD revenue growth through 2023. "We affirmed the ratings because we believe there is still a credible path to credit metric improvement over the next 12-18 months, as the company is in the midst of investing in the business to restore growth. We project that Altice's free operating cash flow (FOCF) generation, combined with improving subscriber trends in the second half of the year, could enable it to restore net leverage to below 6x by year-end. We do not expect the company to engage in share repurchases over the next two years because leverage (at about 5.8x, based on company calculations) is currently well above management's long-term target of 4.5x-5x." Altice is implementing a multi-pronged strategy--which includes network investments, product enhancements, and an improved customer experience--that will increase operating expenses by about $100 million in 2022. As a result, S&P expects EBITDA to decline 7% in 2022 compared with 2021. This includes: -- About $30 million for one-time rebranding in the Suddenlink footprint; -- Expanding its number of door-to-door salespeople, targeting 400-500 by year-end from 266 at the end of 2021; -- Opening more retail locations, targeting 150-170 compared with 92 at the end of 2021; and -- Increased marketing to reinvigorate its mobile service offering. S&P said, "On the network side, the company is targeting an expansion of fiber-to-the-home (FTTH) to 6.5 million passings by 2025 from about 1.3 million today, which will result in elevated capex. However, we view this investment favorably, as it should allow the company to compete more effectively, grow its subscriber base, reduce churn, and lower network maintenance expenses over the longer term. "We believe Altice's operating challenges are unique to the company and not reflective of the state of the U.S. cable industry. When Altice acquired former Cablevision territories in 2016, the company cut excess costs that were embedded when Cablevision was controlled by the Dolan family. In our view, many of these cost reductions were necessary, as Cablevision's bloated cost structure kept its margins lower than its peers'. However, Altice also made deep cuts in customer service, technicians, and retail stores while FTTH network upgrades were delayed. In particular, the company cut its sales distribution channels heavily during the pandemic, when demand for high-speed internet was exploding. Given that the company overlaps with Verizon's FTTH service (Fios) in about 50% of its Optimum footprint, we believe FioS was able to capitalize on this underinvestment, particularly as pandemic restrictions eased and Altice was left short-handed. Altice appears to be pivoting away from its original strategy and is now making all the investments that it should have made over the last five years to improve customer service/care, its network, and its product. "Our ratings triggers do not allow for further deterioration in our base-case operating metrics. We continue to recognize the company's participation in demographically favorable regions, with about 70% of operations in New York and Texas. These markets tend to have above-average income and greater household density than most markets, allowing for high levels of EBITDA per home passed. We also believe that Altice should benefit from solid U.S. cable industry fundamentals as demand for high-speed internet persists, allowing for monetization opportunities, particularly in the SuddenLink footprint. This is baked into our 6x downgrade trigger. "However, the profitability gap between Altice and its closest ratings peer, Charter Communications, has nearly evaporated. This relative strength had partly offset Altice's more limited scale, geographic concentration, and participation in the most competitive incumbent cable footprint, which translates into below-average HSD penetration. To the extent that Altice USA is unable to demonstrate a rebound in operating trends and keep pace with the operating metrics of other scaled peers, we could tighten our ratings triggers. "The negative outlook reflects the uncertainty associated with earnings and subscriber trends over the next 12-18 months, as there is no cushion left in the rating for underperformance in operating metrics relative to our base case." S&P could lower the rating over the next year if: -- The company experiences continued HSD subscriber losses, lack of HSD revenue growth, or a lack of sequential EBITDA growth in the second half of 2022 and into 2023 such that its operating metrics diverge further than peers causing us to tighten S&P's ratings triggers. -- The company engages in a more aggressive financial policy, such that leverage is sustained above 6x--which could include share repurchases or a take-private transaction--though we view this as less likely. -- S&P could revise the outlook back to stable in 2023 if the company's investments result in greater visibility into earnings growth, including evidence of a return to growth in HSD revenue and subscriber count. S&P would also require the company to utilize FOCF for debt reduction, such that leverage approaches 5.5x in 2023. Environmental, Social, And Governance E-2; S-2; G-3 S&P said, "Governance factors are a moderately negative consideration in our credit analysis of Altice. We view Altice's governance structure as aggressive for a publicly traded company, as it has similar characteristics to a sponsor-controlled company. Its largest shareholder, Patrick Drahi, has 92% of the voting shares, a 47% economic stake, and a track record of negative intervention at other companies he controls. However, we believe having public equity and debtholders place guardrails around any actions Mr. Drahi could take for Altice. This includes paying out a sizable one-time dividend to shareholders or making acquisitions that would increase and keep leverage well above its stated leverage target range." AREVALO LC: Seeks Approval to Hire Arthur Lander as Accountant -------------------------------------------------------------- Arevalo LC Farm, LLP seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Arthur Lander, CPA PC as its accountant. The Debtor requires an accountant to provide accounting and bookkeeping services. The hourly rates charged by the firm for its services are as follows: Arthur Lander $450 per hour Thai Ton $150 per hour Chris Mueller $120 per hour Scott Johnson $120 per hour The firm charges an hourly fee of $85 for bookkeeping services and a monthly fee of $200 for the preparation of monthly report. Arthur Lander, CPA, disclosed in a court filing 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: Arthur Lander, CPA Arthur Lander, CPA, PC 300 N. Washington Street, Suite 104 Alexandria, VA 22314 Telephone: (703) 486-0700 Email: cpa@arthurlander.com About Arevalo LC Farm Arevalo LC Farm, LLP is a merchant wholesaler of grocery and related products in Alexandria, Va. Arevalo LC Farm filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-10174) on Feb. 17, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Luis Ramos, a partner at Arevalo Lc Farm, signed the petition. Judge Klinette H. Kindred oversees the case. The Debtor tapped The Law Office of Richard G. Hall as legal counsel and Arthur Lander, CPA, PC as accountant. ARMSTRONG FLOORING: 400 Jobs Uncertain as Bankruptcy Looms ---------------------------------------------------------- Lisa Scheid of Lancaster Online reports that the fate of about 400 local jobs remained uncertain Monday as Armstrong Flooring Inc. told investors it is likely to file for bankruptcy after it failed to find a buyer for the East Lampeter Township-headquartered company. Meanwhile, Armstrong Flooring has hired a consultant at $815 an hour to provide advice on what is described as cash management, bankruptcy and strategic alternatives. The median employee salary in 2021, according to a SEC filing, was $56,826. The company faced a Monday deadline imposed by lenders to enter into a definitive binding purchase agreement, merger agreement or other similar agreement. The 160-year-old company's ability to continue depends on completing a sale or refinance no later than June 30, it had said previously. Armstrong employs about 420 between plant and corporate offices in Lancaster County, according to Alison van Harskamp, director of corporate communications. That's down about 80 people since December 2020. It is not clear how the financial situation is affecting or will affect workers. Representatives of United Steelworkers Union Local 285, which represents about 180 workers, could not be reached for comment. After a lock out and negotiations, the union’s last contract ran from 2019 until February 2022, according to LNP archives. The union had ratified a new three-year contract in March. Details were not available. A memo from Armstrong management to employees obtained by LNP instructed workers to route all media inquiries to corporate communications without comment. It said employees who deal with customers and vendors would be given "resources" to answer questions. Armstrong Flooring faces a new deadline to find a buyer Lancaster-based Armstrong Flooring explores possible sale, other strategic options A look at the resilient life of Armstrong Flooring's #5352 pattern. "Please rest assured that if we should file for Chapter 11 protection, we would file certain motions with the Court that will enable us to transition into Chapter 11 without disruption to our ordinary course of operations - including benefits and wages," wrote Harskamp on behalf of Michel S. Vermette, president and CEO in the memo to employees. "To be very clear, we continue to believe in the value and brand of Armstrong Flooring, and remain firmly committed to our customers, suppliers -- and most importantly -- our employees." Important to Lancaster County Lisa Riggs, president of the Economic Development Company of Lancaster County, said it is too early to tell what the impact of Armstrong Flooring's financial situation will be. "We continue to watch this very carefully and keep lines of communication open as they navigate this very challenging circumstance," Riggs said. "Our hope is they can find some resolution that keeps the plant and employees here." Riggs said Armstrong is an important business that has deep roots in the county. She said EDC does not have any tools locally that would impact Armstrong's decision but the economic development organization conveyed how important Armstrong is to the county. Armstrong said in its SEC filing there are interested buyers but it was not able to complete a deal by Monday. It negotiated an extension and now has until May 8. Armstrong Flooring said "at this time it appears unlikely that any of the parties expressing interest in a transaction with the Company would be in a position to sign a definitive binding purchase agreement, merger agreement or other similar agreement" on or before May 8. It is not clear whether lenders would agree to further extensions past May 1, Armstrong Flooring said in its filing with the Securities and Exchange Commission. "Armstrong Flooring has received an extension from our lenders on our credit amendments until May 8 to evaluate the best path forward for the business," said Harskamp, director of corporate communications, in an emailed statement. "While there has been no definitive decision made on how we will move forward, we are considering all available options, including seeking protection to execute a transaction through the Chapter 11 process. Armstrong Flooring is open for business and is operating as usual. We will provide an update when there is news to share." Armstrong said in its SEC filing that no course of action has been approved by its board of directors but based on the on the state of discussions with the company's lenders and the liquidity needs of the company, it is likely that the company will seek bankruptcy protection under Chapter 11 and will seek to implement one or more such transactions through a competitive sale process in bankruptcy. Chapter 11 bankruptcy allows a company to stay in business and restructure its obligations. Armstrong said it would seek to sell the company in one or more transactions through a competitive sale process in bankruptcy. "In the event the company seeks bankruptcy protection, holders of our equity securities would likely be entitled to little or no recovery on their investment and recoveries to other stakeholders cannot be determined at this time," Armstrong said in its filing. In Chapter 11 bankruptcy, the debtor usually remains "in possession," has the powers and duties of a trustee, may continue to operate its business, and may, with court approval, borrow new money. A plan of reorganization is proposed, creditors whose rights are affected may vote on the plan, and the plan may be confirmed by the court if it gets the required votes and satisfies certain legal requirements. Armstrong Flooring’s board appointed Dalton Edgecomb of Riveron Consulting LLC as chief transformation officer at $815 an hour effective May 1. He was hired to help with the company’s cash management processes and advise through any bankruptcy proceedings and exploration of strategic alternatives. Edgecomb could not be reached for comment. Edgecomb, billed as an expert in turnaround and restructuring, has been a senior managing director of Riveron Consulting LLC, a national business advisory firm specializing in accounting, finance and operations, since November 2020. Riveron will also be entitled to compensation at specified hourly rates for the services of other Riveron personnel, as well as reimbursement for reasonable out-of-pocket expenses incurred in connection with the engagement. The New York Stock Exchange briefly halted trading on Armstrong Flooring stock at 8 a.m. Monday. About a year ago stock was going for $5.71 a share. By the end of trading on Monday, stock closed at 40 cents a share. In 2019, Armstrong Flooring locked out union workers for almost two months at its Dillerville Road plant in a contract dispute. The union ultimately ratified a 2 1/2 year contract that annually provided an extra $1,500 lump sum payment to workers in tier 1, a 2% raise for workers in tier 2 and a 2.5% raise for workers in tier 3. Tiers were based on years of service. In January, the company announced it had amended its term loan with private credit investment management firm Pathlight Capital LP to provide an additional $35 million to give it “financial flexibility to pursue its operational and strategic goals.” Armstrong hired investment bank Houlihan Lokey Capital Inc. to assist with a process for the sale of the company and with the consideration of other strategic alternatives. It has not revealed its finances since the beginning of March when it gave a report for 2021. For the year ended Dec. 31, 2021, Armstrong Flooring reported a net loss of $53 million, despite a 11% increase in sales revenue. As of Dec. 31, the company had an accumulated deficit of $356.2 million and a total debt of $111.3 million, with $110 million due June. Armstrong has struggled with four straight years of losses since it shed its hardwood flooring division in December 2018. Last 2021, it sold its Los Angeles-area plant for nearly $77 million and moved its headquarters and technical center, another cost-saving move. It relocated its headquarters and technical center to Greenfield in East Lampeter Township. Armstrong Flooring was spun off from Armstrong World Industries in 2016, a move that left Armstrong Industries with the far more profitable ceilings business. Armstrong reported it had 1,568 employees globally as of Dec. 31, with 1,172 in the United States. In December 2020, it had around 1,500 employees, including 500 in Lancaster. As of Monday, the company said it has 420 employees in the county. The remainder are in Canada, Australia, China, the Philippines, Singapore and Vietnam. Armstrong Flooring debuted with around 3,700 employees, including 750 between its Dillerville Road floor plant and its former Columbia Avenue headquarters. Armstrong Flooring operates seven manufacturing plants in three countries. Two plants are in Pennsylvania, one in Lancaster city and one in Beech Creek Township, Clinton County. There are plants in Illinois, Mississippi, Oklahoma and one plant each in China and Australia. About American Flooring Armstrong Flooring, Inc. (NYSE: AFI) -- https://www.armstrongflooring.com/ -- is a leading global manufacturer of flooring products and one of the industry's most trusted and celebrated brands. The company continually builds on its resilient, 150-year legacy by delivering on its mission to create a stronger future for customers through adaptive and inventive solutions. Headquartered in Lancaster, Pennsylvania, Armstrong Flooring safely and responsibly operates eight manufacturing facilities globally. ARMSTRONG FLOORING: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: Armstrong Flooring, Inc. 1770 Hempstead Road P.O. Box 10068 Lancaster, PA 17605 Business Description: Armstrong Flooring, Inc. is a global producer of resilient flooring products used primarily in the construction and renovation of commercial, residential, and institutional buildings. Chapter 11 Petition Date: May 8, 2022 Court: United States Bankruptcy Court District of Delaware Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Armstrong Flooring, Inc. (Lead Debtor) 22-10426 AFI Licensing LLC 22-10427 Armstrong Flooring Latin America, Inc. 22-10428 Armstrong Flooring Canada Ltd. 22-10429 Judge: Hon. Mary F. Walrath Debtors' Chapter 11 Counsel: Joseph O. Larkin, Esq. Carl T. Tullson, Esq. Jacqueline M. Dakin, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Tel: (302) 651-3000 Email: Joseph.Larkin@skadden.com Carl.Tullson@skadden.com Jacqueline.Dakin@skadden.com - and - Ron E. Meisler, Esq. Jennifer Madden, Esq. 155 North Wacker Drive Chicago, Illinois 60606-1720 Tel: (312) 407-0700 Email: Ron.Meisler@skadden.com Jennifer.Madden@skadden.com - and – Debtors' Benefits Counsel: GROOM LAW GROUP, CHARTERED Debtors' Conflicts Counsel: FRIEDMAN KAPLAN SEILER & ADELMAN LLP Debtors' Efficiency Counsel: Robert A. Weber, Esq. Aidan T. Hamilton, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Tel: (302) 295-0191 Email: Weber@chipmanbrown.com Hamilton@chipmanbrown.com Debtors' Financial Advisor: RIVERON CONSULTING, LP Debtors' Instement Banker: HOULIHAN LOKEY Debtors' Claims & Noticing Agent and Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC Total Assets: $517,000,000 Total Debts: $317,800,000 The petition was signed by Michel S. Vermette, president and chief executive officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HMS6RDQ/Armstrong_Flooring_Inc__debke-22-10426__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/HX62IBA/AFI_Licensing_LLC__debke-22-10427__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/H7XOCTI/Armstrong_Flooring_Latin_America__debke-22-10428__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EHWSDCA/Armstrong_Flooring_Canada_Ltd__debke-22-10429__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Colour Stream Ltd Vendor $5,987,475 3F No 3 SEC 2 Renai Rd Taipei 22607 Taiwan Email: jodychen@dardeflooring.com 2. Yibin Tianyi New Material Vendor $5,925,169 No 61 West Section Yibin 644000 China Email: sman0425@qq.com 3. Zhejiang Tianzhen Vendor $4,874,703 Bamboo & Wood Development Co Ltd. Wellness Industry Park Anji Economic Development Area Anji County Zhejiang Province 313300 China Tel: 86-72-504-2411 Email: nancyl@tzbamboo.com 4. Klockner-Pentaplast of Vendor $4,494,817 Amer Inc. 3585 Kloeckner Rd Gordonsville, VA 22942 Tel: 540-832-3600 Email: remittance.us@kpfilms.com acctsrec@kpfilms.com 5. Flexport Inc. Vendor $4,334,973 760 Market Street San Francisco, CA 94102 Tel: 415-231-5252 Email: remittance@flexport.com 6. Eastman Chemical Vendor $3,146,863 Financial Corp 200 S Wilcox Drive Kingsport, TN 37660 Tel: 800-327-8626 Email: globalar@eastman.com 7. Hong Kong Edson Vendor $2,325,947 Trading Limited 28 Canton Road Tsim Sha Tsui Hong Kong 999077 Hong Kong Email: zoe@vnjufeng.com 8. Mexichem Specialty Resins Inc. Vendor $1,995,350 Attn: General Mgr 33653 Walker Rd Avon Lake, OH 44012 Tel: 877-226-7355 Email: robert.wolf@vestolit.com 9. SDI Inc. Vendor $1,676,115 Attn: Chief Financial Officer 1414 Radcliffe St, Ste 300 Bristol, PA 17604 Tel: 863-533-1147 Email: jackie.kramer@sdi.com 10. Specialty Minerals Inc. Vendor $1,558,531 2800 Ayers Ave Los Angeles, CA 90023 Tel: 212-878-1840 Email: us.cash.receipts@mineraltech.com 11. Ahlstrom Munksjo Glassfibre Vendor $1,363,260 Ahlstromintie 19 Kotka 48600 Finland Tel: 358 10 888 0 Email: cheryl.brown@ahlstrom-munksjo.com 12. Oxyvinyls LP Vendor $1,302,958 1950 N Stemmons Frwy Dallas, TX 75207 Tel: 972-404-2144 Email: accounts_receivable@oxy.com 13. TBL Services Inc Vendor $1,243,877 1005 Brookside Road Allentown, PA 18106 Email: finance@thinktbl.com 14. Emerald Kalama LLC Vendor $1,000,705 1296 Northwest Third Kalama, WA 98625 Email: creditdept@emeraldmaterials.com 15. Expeditors International Inc. Vendor $991,838 519 Kaiser Drive Folcroft, PA 19032 Tel: 610-534-2590 Email: remit@expeditors.com; ar-phl@expeditors.com 16. Ardex Engineered Cements Vendor $971,940 400 Ardex Park Drive Aliquippa, PA 15001 Tel: 888-512-7339 Email: lorie.wagoner@ardexamericas.com 17. Hyundai L & C USA LLC Vendor $837,232 1077 Cheonho-Daero Seoul 5340 South Korea Tel: 888-426-9421 Email: jiminyou@hyundailncusa.com 18. Bostik Inc Vendor $795,608 Dept CH 19480 Palatine, IL 60055 Tel: 414-774-2250 Email: bostik.ar@bostik.com 19. Givens Inc Vendor $728,999 1720 Military Highway Chesapeake, VA 23320 Tel: 757-233-4300 Email: Ar@givens.com 20. Camger Coatings System Inc. Vendor $688,680 364 Main Street Norfolk, MA 02056 Tel: 508-528-5787 Email: gbeschi@camger.com 21. Sterling Mexico Vendor $654,782 Investments LLC 999 Vanderbilt Beach Road Suite 606 Naples, FL 34108 22. Valtris Specialty Chemicals Vendor $618,637 7500 East Pleasant Valley Rd Independence, OH 44131 Tel: 216-875-7200 Email: christine.defloor@valtris.com 23. Omnova Solutions Inc. Vendor $609,606 2011 Rocky River Rd Monroe, NC 28110 Tel: 216-682-7000 Email: cfs@omnova.com 24. Tronox LLC Vendor $557,946 263 Tresser Blvd Ste 1100 Stamford, CT 06901-3227 Tel: 203-705-3800 Email: okccashpostingsgroup@tronox.com 25. J & M Tank Lines Inc. Vendor $542,376 Attn: President 1100 Corporate Pkwy Birmingham, AL 35238 Tel: 800-456-8265 Email: psumerford@jmtank.com; ar@jmtank.com 26. The Sample Group NC Inc. Vendor $513,933 179 Merrimon Ave Weaverville, NC 28787 Tel: 828-645-1410 Email: acctgtsg@thesamplegroup.com 27. Han Rigid Plastics USA LLC Vendor $512,506 980 W Cienega Ave San Dimas, CA 91773 Tel: 909-394-5832 Email: may@hanrigidUSA.com 28. Art Guild Inc. Vendor $480,360 300 Wolf Drive West Deptford, NJ 08086 Tel: 856-384-1999 Email: bsandone@artguildinc.com ccliver@artguildinc.com 29. Yibin Tianchang Logistics Co Vendor $473,000 Diaohuanlou Road Yibin City 64000 China Email: 79501918@qq.com 30. FEI Group Vendor $458,332 811 Livington Court SE, Ste A Marietta, GA 30067 Tel: 770-528-4748 Email: jortega@feigroup.net BMG EXTERIORS: Seeks to Tap Preeti Gupta as Bankruptcy Counsel -------------------------------------------------------------- BMG Exteriors, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Preeti Gupta, Esq., an attorney practicing in Plainfield, Ind., to handle its Chapter 11 case. The firm will render these legal services: (a) advise the Debtor regarding its Chapter 11 rights, powers and duties; (b) prepare legal papers; and (c) perform all other necessary legal services. Ms. Gupta will be billed at her hourly rate of $300. Prior to the petition date, Ms. Gupta received a total retainer of $4,000 from the Debtor. Ms. Gupta disclosed in a court filing that she is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Preeti Gupta, Esq. 2680 East Main Street, Suite 322 Plainfield, IN 46168 Telephone: (317) 900-9737 Email: nita07@att.net About BMG Exteriors BMG Exteriors, LLC is an Indianapolis-based company, which operates in the residential building construction industry. It is the fee simple owner of a real property located at 1357 South Sheffield Ave., Indianapolis, valued at $72,600. BMG Exteriors filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-01522) on April 25, 2022, listing $100,600 in total assets and $1,092,603 in total liabilities. Deborah J. Caruso serves as Subchapter V trustee. Judge Robyn L. Moberly oversees the case. Preeti Gupta, Esq., serves as the Debtor's bankruptcy counsel. BREITBURN ENERGY: Order Directing $13.4MM Deposit Vacated --------------------------------------------------------- On June 18, 2021, relators Breitburn Operating LP, sucessor-in-interest to QRE Operating, LLC, Breitburn Management Company, LLC, Breitburn Energy Partners, LP, QR Energy, LP, and Maverick Natural Resources, LLC, filed a petition for writ of mandamus in the Court of Appeals of Texas, Fourteenth District, Houston. In the petition, relator asks the Court to compel the Honorable Jaclanel McFarland, presiding judge of the 133rd District Court of Harris County, to set aside her May 20, 2021 order directing Breitburn to deposit over $13.4 million into the registry of the court. The Texas Court of Appeals conditionally grants the petition. The state appeals court holds that the trial court abused its discretion by ordering Breitburn to deposit the $13.4 million into the registry of the court and Breitburn does not have an adequate remedy by appeal. Accordingly, the court conditionally grants Breitburn's petition for writ of mandamus and directs the court to vacate its May 20, 2021 order. In June 1983, the Louisiana Land and Exploration Company created the LL&E Trust. LLEC and the Trust then created the LL&E Royalty Partnership. The Trust had a 99% interest in the Partnership and LLEC had a 1% interest and was the managing general partner. The Partnership was formed for the purpose of receiving and holding the overriding royalty interests, receiving proceeds from the overriding royalty interests, paying the liabilities and expenses of the Partnership, and disbursing remaining revenues to the Trust and managing general partner. On June 28, 1983, LLEC entered into substantially identical agreements known as "Conveyance Overriding Royalty Interests," which varied only in the interests covered, with the Partnership. One of the oil and gas properties in which LLEC owned mineral interests at the time of the Conveyance was the Jay Field, which is located in Alabama and Florida. The assignor that owns the working interest in the Jay Field, is responsible for overseeing the operation of the Jay Field, and sells oil and gas from the Jay Field. LLEC, as assignor, conveyed to the Partnership, as assignee, the right to receive "Net Proceeds," as defined in the Conveyance associated with LLEC's mineral interests. Net Proceeds are the proceeds net of Production Costs, which are associated with maintaining the Jay Field. Production Costs are deducted from the Gross Proceeds. Through a series of acquisitions, ConocoPhillips Company became LLEC's successor as managing general partner of the Partnership. Quantum Resources Management, LLC purchased the working interests in the Jay Field in December 2006 and became the operator of the Jay Field in April 2007. In 2012, Quantum Resources transferred its working interests operations in the Jay Field to QRE Operating, LLC, the subsidiary of QR Energy, LLC. Thereafter, on November 19, 2014, QR Energy merged into and became a subsidiary of Breitburn Energy Partners, LLP. Thus, Breitburn Operating LP became the assignor and the operator of the Jay Field and acquired a working interest in the Jay Field. From 1983 to 2006, LLEC paid the Partnership over $300 million in Net Proceeds from the Jay Field, which averaged a little over $13 million a year. The Partnership has not received any payments under the Conveyance nor has the assignor paid any money to the Partnership since 2008. The Conveyance allows the assignor to set aside funds for future costs or "Special Costs," which include such as items as the estimated costs of plugging and abandoning wells on the property and estimated future capital expenditures on the property. Such Special Costs are not born by the Partnership, but by Breitburn, the assignor. The assignor may put the funds to cover the Special Costs into a Special Cost Escrow Account pursuant to the Conveyance. The Conveyance provides that "Assignor may, in its sole discretion, elect to refrain from actually placing funds in escrow but nevertheless calculate and pay amounts attributable to the Overriding Royalty Interest as if funds had been placed in escrow . . . ." On April 14, 2014, counsel for the Trust wrote Quantum Resources Management and QR Energy. The Trust questioned Quantum's failure to pay the Trust "tens of millions of dollars in royalties due to the Trust under the terms of the parties' written agreements," noting that the last recurring overriding royalty interest payment occurred prior to April 2007 and a single nonrecurring payment was made in September 2008. The Trust alleged that Quantum was making payments to the Special Cost Escrow Account instead of making its contractually obligated royalty payments to the Trust. The Trust alleged that Quantum had breached the Conveyance by (1) refusing to make the overriding royalty interest payments to the Trust for over seven years, (2) increasing the amount of the Special Cost Escrow Account by approximately $40 million in the previous three years, while refusing to make any royalty payments to the Trust, and (3) holding the Special Cost Escrow Account funds in an internal Quantum account rather than with an independent escrow agent. The Trust demanded that Quantum (1) pay the Trust its portion of the Special Cost Escrow account (50% of the total balance), (2) begin making monthly overriding royalty interest payments to the Trust, and (3) transfer the entirety of the balance of the Special Cost Escrow account from the internal Quantum account to an account controlled by an independent escrow agent. The Trust concluded by suggesting that the parties meet to discuss the issues raised in the letter, or it would pursue its legal rights. Quantum's counsel responded to the Trust's April 14, 2014 correspondence and asserted that Quantum had complied with each of the provisions of the Conveyance. Quantum stated that the Jay Field, as recognized in the Trust's correspondence, was shut down in the latter part of 2008 and through 2009. Quantum averred that the shutdown was not because of an intent to avoid its obligations to the Trust under the Conveyance but instead was necessitated due to crude oil prices being significantly below the operating cost of the Jay Field on a per barrel basis. Moreover, according to Quantum, capital improvements were made in 2009 so that the Jay Field would again operate profitably. Quantum asserted that the success of such improvements was evidenced by the continued increase in production and revenue. Quantum stated the Trust's portion of capital improvement was contributed by Quantum. This created an Excess Production Cost balance and the Trust would begin receiving royalty payments once the Excess Production Cost balance was paid down. Quantum agreed that an independent escrow agent should be used to steward the Special Cost Escrow account and, therefore, established an account at Wells Fargo Bank with a deposit of $18 million. In October 2014, the Trust filed a complaint in the United States District Court for the Eastern District of Michigan against Quantum, alleging breach of the Conveyance, fraud, statutory conversion, breach of fiduciary duty, and violation of the Racketeer Influenced and Corrupt Organizations Act, seeking injunctive relief, and the appointment of a receiver over the financial operations of the Jay Field. On July 15, 2014, the federal court dismissed the Trust's complaint for lack of subject matter jurisdiction. On August 12, 2015, Quantum filed a petition for declaratory judgment against Roger D. Parsons, in his capacity as Trustee of the Trust. The purpose of the declaratory judgment action is to determine the rights and obligations arising from the Conveyance to which Quantum and "the LL&E Royalty Trust (the "Texas Trust") are parties." About six months later, on February 16, 2016, Parsons filed an original counterclaim and third-party petition, alleging that Quantum and its successor, Breitburn, had breached the Conveyance for failure to properly calculate and pay net proceeds. Quantum and Breitburn filed for Chapter 11 bankruptcy on May 15, 2016. Parsons requested that the bankruptcy court lift the automatic bankruptcy stay to pursue the underlying case. On April 14, 2017, the bankruptcy court granted relief from the stay to allow the Texas courts to determine the rights of the parties under the Conveyance. On September 13, 2019, Parsons filed a third amended answer, amended counterclaim and amended third-party petition against Quantum, adding ConocoPhillips as a party. Parsons alleged that ConocoPhillips, as general partner of the Partnership, had not taken any steps to protect the royalty interests or ensure compliance with the contractual terms of the Conveyance. On December 20, 2019, Breitburn filed a second verified amended answer, asserting that "The Trust is not entitled to recover in the capacity in which it sues." On April 12, 2021, Breitburn notified the Partnership that it intended to withdraw the funds in the Wells Fargo account and close the account effective April 15, 2021. Breitburn explained that the amount in the Wells Fargo account was funded to an amount of money that equaled 50% of the Special Costs Escrow Account at the time it was created. The account balance, which was $19 million, exceeded the 50% amount of the Special Costs Escrow Account of $14.8 million. Therefore, Breitburn was withdrawing funds from the Wells Fargo account to reimburse itself for Special Costs it previously had incurred and to reconcile the balance in the Wells Fargo account to an amount equal to 50% of the Special Costs Escrow Account balance. Parsons filed an emergency application for an order compelling the deposit of the Wells Fargo account into the court's registry or, alternatively, for a temporary restraining order prohibiting Breitburn from liquidating or drawing down the account. After a hearing on April 29, 2021, at which counsel for Parsons and counsel for Breitburn were present, the trial court signed a temporary restraining order and show cause order, prohibiting Breitburn from liquidating or drawing down the Wells Fargo account. On May 12, 2021, Parsons filed an application for an order compelling the deposit of the Special Cost Escrow into the court's registry or, alternatively, for a temporary injunction prohibiting Breitburn from liquidating or drawing down the account. The trial court held a hearing on the application on May 14, 2021, and orally announced that it was ordering Breitburn to deposit $13.4 million into the court's registry and granting the temporary injunction, The trial court signed the order on May 20, 2021. Breitburn deposited the $13.4 million into the registry of the court of May 27, 2021. In this mandamus proceeding, Breitburn asks the court to compel the trial court to vacate its May 20, 2021 order for deposit into the registry of the court. Breitburn brings three issues: (1) the Trust does not have the capacity to recover the funds in the court's registry; (2) none of the disputed funds were proceeds from the sale of oil and gas; (3) the trial court did not satisfy the requirements for ordering a pretrial deposit. Because the first issue is dispositive, the court did not address the second or third issues. The case is IN RE BREITBURN OPERATING LP, SUCESSOR-IN-INTEREST TO QRE OPERATING, LLC, BREITBURN MANAGEMENT COMPANY, LLC, BREITBURN ENERGY PARTNERS, LP, QR ENERGY, LP, AND MAVERICK NATURAL RESOURCES, LLC, Relators, No. 14-21-00337-CV (Tex. App.). A full-text copy of the Memorandum Opinion filed April 19, 2022, is available at https://tinyurl.com/569pp5cv from Leagle.com. About Breitburn Energy Breitburn Energy Partners LP is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016. In the petitions signed by James G. Jackson, executive vice president and CFO, Breitburn disclosed assets of $4.71 billion and liabilities of $3.41 billion. The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. An Official Committee of Unsecured Creditors been formed in the case. The Creditors Committee retained Milbank, Tweed, Hadley & McCloy LLP as counsel. A Statutory Committee of Equity Security Holders was also formed in the case. The Equity Committee is currently composed of seven individual holders. The Equity Committee retained Proskauer Rose LLP as counsel. BUCKINGHAM HEIGHTS: Exclusivity Period Extended to Aug. 4 --------------------------------------------------------- Buckingham Heights Business Park has been given more time to file its plan for emerging from Chapter 11 protection. Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California extended to Aug. 4 the exclusivity period to file a Chapter 11 plan of reorganization, allowing Buckingham to complete its ongoing negotiations to sell its lease on a 19-acre commercial and industrial business park in Culver City, Calif. Buckingham is currently negotiating with interested buyers to improve their bids in order to be selected as the stalking horse. Following that, Buckingham will negotiate a sale agreement with the designated stalking horse and will ask the Court to approve the bidding process, according to its attorney, Michael Lauter, Esq., at Sheppard, Mullin, Richter & Hampton, LLP. "Extending the exclusive periods will avoid disruptions to the sale process, enable the formulation of a plan between [Buckingham] and a buyer as needed, and keep this case on a path to maximize the value of [Buckingham's] leasehold estate for the benefit of all stakeholders," Mr. Lauter said. About Buckingham Heights Business Park Culver City, Calif.-based Buckingham Heights Business Park (a California Limited Partnership) filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 21-17060) on Sept. 8, 2021, listing up to $50 million in assets and up to $500,000 in liabilities. Judge Sheri Bluebond oversees the case. Sheppard, Mullin, Richter & Hampton, LLP and KB&T Tax & Consulting, Inc. serve as the Debtor's legal counsel and accountant, respectively. CES ENERGY: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on CES Energy Solutions Corp., a Calgary, Alta.-based provider of oilfield services. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior unsecured notes due 2024. The '4' recovery rating is unchanged. The stable outlook reflects S&P Global Ratings' view that CES will maintain sufficient liquidity and generate weighted-average adjusted funds from operations (FFO)-to-debt of about 35% over the next two years, underpinned by favorable industry conditions. S&P projects continued improvement in cash flow and earnings but believe improvement in credit measures will be modest due to higher working capital requirements. Activity levels have been rising, in Canada and the U.S., underpinned by rebounding demand as the COVID-19 pandemic wanes and by rising commodity prices. S&P said, "We expect oilfield service spending will continue to increase as the E&P companies boost spending in 2022 after tepid 2021 spending that focused on free cash flow generation for debt repayment and shareholder returns. Based on these assumptions, we expect revenue growth of 20% in 2022 following the 35% growth achieved in 2021. Specifically, we project adjusted EBITDA to reach 2019 levels in 2022 and further rise to about C$200 million in 2023. While we expect inflationary pressures on raw materials and labor costs to persist, we believe margins should normalize by 2023 and project they will be in the 12%-13% range as price increases are implemented." The company generated negative free cash flows in 2021 as it invested heavily in working capital to support growth in earnings, resulting in higher debt. S&P said, "As a result, while we expect higher cash flows relative to our prior expectations; we believe improvement in leverage metrics will be modest, with an S&P Global Ratings-adjusted FFO-to-debt ratio averaging 35% over the next two years, which is in line with our previous expectation. We expect working capital outflows will moderate and project the company will generate positive free cash flows in 2022 and 2023. Although we expect dividends and share buyback activity to continue, we believe management will continue to use excess cash to pay down the credit facility (42% drawn as of year-end 2021)." CES' limited scale of operations, product diversity, and weaker margins relative to those of higher-rated peers constrain upside to the rating. S&P said, "We consider the company's relatively small scale of operations and limited product offering focused on drilling fluids and production and specialty chemicals to lag those of higher-rated peers such as ChampionX Corp. (BB/Stable/--), a leading provider of production chemicals with revenues of more than US$3 billion and 45%-50% of revenues derived from markets outside the U.S. While CES has a leading market share in the Canadian drilling fluids market (35%) and is continuing to broaden the scope of its U.S. operations, having a 28% market share in the Permian Basin, we view it in a second-tier position when compared with larger global players like Schlumberger Ltd. (A/Stable/A-1) and Halliburton Co. (BBB+/Stable/A-2). "In our view, the smaller scale and narrow scope of operations highlight CES' sensitivity to industry conditions, as demonstrated by low utilization during weak market conditions. Although the proportion of production chemicals, which we consider relatively more stable, is expected to improve, the company will still have meaningful exposure to the highly cyclical drilling fluids segment. In comparison, ChampionX and Secure Energy Services Inc. (B/Positive/--) have a substantial portion of their revenues exposed to oil and gas production activity, resulting in recurring revenues. Accordingly, our ratings continue to reflect amplified volatility in CES' EBITDA during cyclical swings, as demonstrated by the steep drop in EBITDA generation in 2020 when adjusted EBITDA declined by 50% from 2019 levels. Although North American Construction Group Ltd. (B+/Stable/--) has a similar scale to CES in terms of EBITDA generation, the company's flexible cost structure and steps taken to broaden the scope of its operations by diversifying into mining and civil infrastructure projects have enabled it to generate relatively stable EBITDA generation (even after factoring in the challenges of 2020), supporting its stronger business risk assessment. "Our business risk assessment also incorporates CES' profitability relative to that of peers. CES, similar to peers, can lower costs during periods of weakness given its countercyclical business model. We believe continued emphasis on cost reduction and supply chain initiatives should support margin stability in the forecast period, despite the cost inflationary pressures in the near term. Although these factors continue to support our assessment of the company's profitability (based on EBITDA margins over a five-year period) in the midrange of our North American peer group, CES' margins lag those of peers. Specifically, compared with our estimated margins of 12% for CES, we project ChampionX's margins to be in the 15% to 20% range and Secure and North American Construction Group to generate margins in the mid-to-high 20% area. "The stable outlook reflects CES' proprietary service offering in a niche market segment, relative margin stability at about 12%, and our expectation that CES will generate an adjusted FFO-to-debt ratio averaging 35% over the next two years, supported by rising activity levels underpinned by the ongoing strength in oil and natural gas prices. The outlook also reflects our expectation that the company will use excess cash to reduce borrowings under the credit facility and refinance its October 2024 notes maturity before it becomes a current obligation. "We could lower our ratings over the next 12 months if CES' cash flow generation materially underperforms our expectations, leading to adjusted FFO to debt declining below 20% on a sustained basis and liquidity weakening. This could occur if commodity prices materially fell, reducing demand for oilfield services, leading to cash flow generation below our expectations. "Although unlikely over the next 12 months, we could raise the rating if CES demonstrated increased scale, broader operational diversification, and margin improvement at the stronger end of the 15%-20% range, in line with that of higher-rated peers. In this scenario, we would also expect the company to maintain adjusted FFO to debt at the higher end of the 20%-30% range. Alternatively, in the absence of a business risk profile improvement, we could raise the rating if we believe the company can sustain an adjusted FFO-to-debt ratio well above 45% through a commodity cycle." ESG credit indicators: E-4, S-2, G-2 Environmental factors are a moderately negative consideration in S&P's credit rating analysis of CES. Energy transition and accelerating adoption of renewable energy will result in lower demand for drilling fluids, which is reflected in its rating. The company has a good safety track record and its exposure to social factors is in line with that of the broader oilfield services sector. CYPRESS ENVIRONMENTAL: Case Summary & 30 Top Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Cypress Environmental Partners, L.P. 5727 South Lewis Avenue, Suite 300 Tulsa, Oklahoma 74105 Business Description: The Debtors' suite of services includes inspection, water treatment, and other environmental services that help their customers protect people, property, infrastructure, and the environment with a focus on safety and sustainability. The Debtors' primary business, inspection services, provides essential environmental services, including inspection and integrity services on a variety of infrastructure assets such as midstream pipelines, oil and gas well gathering systems, natural gas plants, storage facilities, pumping stations, compression stations, and natural gas distribution systems. Chapter 11 Petition Date: May 8, 2022 Court: United States Bankruptcy Court Southern District of Texas Nineteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Cypress Environmental Partners, L.P. (Lead Case) 22-90039 Cypress Environmental Management - TIR, LLC 22-31273 Cypress Municipal Water Services, LLC 22-90036 Cypress Brown Integrity, LLC 22-90037 Cypress Environmental Partners, LLC 22-90038 Cypress Energy Partners - 1804 SWD, LLC 22-90040 Cypress Energy Partners - Bakken, LLC 22-90041 Cypress Energy Partners - Grassy Butte SWD, LLC 22-90042 Cypress Energy Partners - Green River SWD, LLC 22-90043 Cypress Energy Partners - Manning SWD, LLC 22-90044 Cypress Energy Partners - Mork SWD, LLC 22-90045 Cypress Energy Partners - Mountrail SWD, LLC 22-90046 Cypress Energy Partners - Tioga SWD, LLC 22-90047 Cypress Energy Partners - Williams SWD, LLC 22-90048 Cypress Environmental - PUC, LLC 22-90049 Cypress Environmental Management, LLC 22-90050 Cypress Environmental Services, LLC 22-90051 Tulsa Inspection Resources - PUC, LLC 22-90052 Tulsa Inspection Resources, LLC 22-90053 Judge: Hon. Marvin Isgur Debtors' Counsel: James Grogan, Esq. PAUL HASTINGS LLP 600 Travis Street, 58th Floor Houston, Texas 77002 Tel: (713) 860-7300 Fax: (713) 353-3100 Email: jamesgrogan@paulhastings.com - and - Justin Rawlins, Esq. 1999 Avenue of the Stars, 27th Floor Century City, California 90067 Tel: (310) 620-5700 Fax: (310) 620-5899 Email: justinrawlins@paulhastings.com - and - Matthew Micheli, Esq. Matthew Smart, Esq. Michael Jones, Esq. 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Tel: (312) 499-6000 Fax: (312) 499-6100 Email: mattmicheli@paulhastings.com matthewsmart@paulhastings.com michaeljones@paulhastings.com Debtors' Financial Advisor: FTI CONSULTING, INC. Debtors' Investment Banker: PIPER SANDLER & CO. Debtors' Notice, Claims Agent, and Administrative Advisor: KURTZMAN CARSON CONSULTANTS LLC Total Assets: $96,978,000 Total Debts: $62,418,000 The petitions were signed by Jeffrey Herbers, authorized signatory. A full-text copy of the Lead Debtor's is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/22IRF4Y/Cypress_Environmental_Partners__txsbke-22-90039__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. American Arbitration Professional $158,675 Association Hiro Kawahara 13727 Noel Road, Ste 700 Dallas, TX 75240 Tel: 972-774-6956 Email: hirokawahara@adr.org 2. Philips 66 Company Indemnity $73,506 Sonya H. Bishop 3010 Briarpark Dr. Houston, TX 77042 Tel: 832-765-1218 Email: sonya.h.bishop@p66.com 3. Commissioners of the Land Office Trade $44,383 Kati Hudson WMS/Middle Office Operations 204 N. Robinson, Suite 900 Oklahoma, OK 73102 Tel: 918-313-9855 Fax: 405-521-4444 Email: khudson@robinson-park.com 4. Dell Marketing L.P. Trade $30,114 Danny Reeb 1 Dell Way Round Rock, TX 78682-7000 Tel: 512-513-9022 512-513-9971 Fax: 512-283-4810 Email: danny.reeb@dell.com 5. SHI International Corp Trade $24,929 Kayla Coale 290 Davidson Avenue Somerset, NJ 08873 Tel: 281-979-4606 Fax: 732-764-8889 Email: smb_southcentral@shi.com 6. Geochemicals, LLC Trade $21,726 Jake Boelter 517 E. 30th Avenue, Ste D Hutchinson, KS 67502 Tel: 620-204-7200 Email: jake.boelter@geo-chemicals.com 7. Shale Oilfield Services LLC Trade $16,515 Robert Ayala 123 51st St W Williston, ND 58801 Tel: 701-572-6100 Email: ar@shaleos.com 8. OWL Inc. Trade $9,294 Maddie 1705 Road 2054 Culbertson, MT 59218 Tel: 406-787-5525 Email: accounting@owlmt.com 9. Avery Enterprizes, Inc. Trade $6,802 Pat Larson 6950 92nd Ave NW Powers Lake, ND 58773 Tel: 701-464-0875 Fax: 701-464-0876 Email: ap@averyenterprizes.com 10. Oracle America Inc. Trade $3,968 Monique Maloney 2300 Oracle Way Austin, TX 78741 Tel: 313-600-8779 Email: monique.maloney@oracle.com 11. Logical Control Systems, LLC Trade $3,607 Todd Harris 413 5th Ave NE Minot, ND 58703 Tel: 701-509-2119 Email: logicalcontrolsystems@outlook.com 12. KAMM Service LLC Trade $3,560 Sierra Nutamaker 3220 Arroyo Drive Casper, WY 82604 Email: kammoffice@kammservicesllc.com 13. 8X8 Inc. Trade $3,278 Niki Van Brussel 675 Creekside Way Campbell, CA 95008 Tel: 855-766-5484 Fax: 408-980-0432 Email: niki.vanbrussel@8x8.com 14. Q4 Inc. Trade $3,000 Darrell Heaps 12 E 49th St. Suite 16-103 New York, NY 10017 Email: media@q4inc.com 15. Flogistix Trade $2,404 Kathy Weaver 6529 N. Classen Blvd. Oklahoma City, OK 73116 Tel: 405-536-0011 Fax: 888-812-4114 Email: kweaver@flogistix.com 16. Stanley Hardware Trade $2,154 Jacob Carpenter 205 S Main St PO Box 1262 Stanley, ND 58784 Tel: 701-628-2252 Email: stanleyace@pinecreek.us 17. Greg's Welding, Inc. Trade $1,992 Lisa Stevens 1011 East Energy Street Gillette, WY 82716 Tel: 307-686-6624 Fax: 307-682-6363 Email: lisa@gregswelding.com 18. Bakken Disposals LLC Trade $1,404 Attn: President 123 51st St W Williston, ND 58801 Tel: 701-572-6100 Email: ar@bakkendisposals.com 19. Tech Service Products Trade $1,291 Lori Weber 5509 Jensen St New Orleans, LA 70123 Tel: 504-733-4275 Email: lori@tspndt.com 20. Hall Estill Trade $1,100 Tia Jones 320 South Boston #200 Tulsa, OK 74103-3706 Tel: 918-594-0513 Fax: 918-594-0505 Email: tjones@hallestill.com 21. Johnson Pump Services, Inc. Trade $1,038 Tom Johnson 111 Industrial Ave Mohall, ND 58761 Tel: 701-756-6976 Email: johnsonpumservices@gmail.com 22. Williston Fire & Safety LLC Trade $960 Rachel Madley 3420 2nd Ave W Williston, ND 58801-2616 Tel: 701-572-8957 Fax: 701-572-4729 Email: rmadey@wfsafety.com 23. Verizon Wireless Trade $851 Nancy Hillman 1095 Avenue of the Americas New York, NY 10036 Tel: 918-504-7063 Fax: 212-571-1897 Email: nancy.hillman@verizonwireless.com 24. DNOW L.P. Trade $797 DistributionNow 7402 N. Eldrige Parkway Houston, TX 77041 Tel: 701-664-2917 Email: noreply@dnow.com 25. Lighthouse Trades Inc. Trade $570 Attn: President 6115 Hwy 8 South Stanley, ND 58784 Tel: 701-629-1353 Email: lighthousetrades@gmail.com 26. Cox Cummunications Trade $475 Erik Scott 6205-B Peachtree Dunwoody Road NE Atlanta, GA 30328 Tel: 918-938-8005 Fax: 866-961-0027 Email: erick.scott@cox.com 27. BPS Supply Group Trade $430 Dan Byrum 3301 Zachary Avenue Shafter, CA 93263 Tel: 661-589-9141 Fax: 661-589-3739 Email: ar@bpssg.com 28. ACC Business Trade $406 Larry Hopkins 400 West Avenue Rochester, NY 14611 Tel: 918-688-6219 Fax: 585-987-3045 Email: lhopkins@realcomsolutions.com 29. Gustafson Septic Service, Inc. Trade $400 Attn: President 6746 North Dakota 8 Stanley, ND 58784 Tel: 701-628-2960 Email: gsepticservice@hotmail.com 30. Bergers Sanitation Service Trade $390 Lyle Stockert 936 38th Ave E Dickinson, ND, ND 58601 Tel: 701-483-1320 EASTERN ILLINOIS UNIVERSITY: S&P Ups ICR to 'BB+', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings took action on several public universities in the state of Illinois, with several outlook revisions and a few rating actions. These actions are primarily driven by the recent rating upgrade on Illinois' (BBB+/Stable) general obligation debt outstanding. S&P Global Ratings maintains ratings on seven public universities in the state of Illinois. There are only two issuers that S&P Global Ratings rates above the state rating: Illinois State University and University of Illinois. These universities, in S&P's opinion, have demonstrated reduced reliance on state operating appropriations, more robust demand profiles, larger endowments, more manageable debt burdens, and greater financial independence, which all provide support to the ratings. The other five institutions maintain ratings at or below the state rating. While the state of Illinois has had an inconsistent experience with its budget and performance, higher education appropriations have stabilized in the past couple of years, with funding distributed consistently. S&P said, "The state ratings upgrade reflects what we view as improvement in the state's financial flexibility, transparency, and pension funding discipline, and recent surplus revenues being used to promote what we view as longer-term financial stability, although credit pressures remain. The upgrade reflects our view that Illinois' enacted $46 billion fiscal 2023 budget, along with the state's plans for using fiscal 2022 surplus revenues and deploying federal aid, will likely support its trend of financial stability. The state enacted the fiscal 2023 budget in April, well ahead of the July 1 fiscal year start. This continues the trend of on-time consensus budgeting, a credit feature we consider to have improved following the budget impasses in the previous decade. For more information on the state rating upgrade, see the report here. "We believe that the state's improved budget position mitigates the risk of reduced appropriations for Illinois public universities. Instead, we expect to see stable-to-increasing appropriations and therefore, potentially improved financial performance for universities. While most of the regional Illinois public universities have experienced several years of persistent enrollment declines due to a weakening demographic profile with a declining population of potential college applicants and significant outmigration of students to out-of-state institutions, we are starting to see some improvement in enrollments and demand metrics. In addition, federal funding, as well as the positive investment performance and endowment market values from fiscal 2021, and continued fundraising, have added strength to schools' balance sheets. "Given the improvement in the state's financial position, we've taken several actions on the public universities listed below considering the specific credit characteristics of each school. Below is information on each university's current rating and outlook." Illinois Public Universities Rated By S&P Global Ratings CURRENT RATING OUTLOOK University of Illinois A+ Positive Illinois State University A- Positive Southern Illinois University BBB+ Stable Governors State University BBB Stable Western Illinois University BB+ Stable Northeastern Illinois University BB+ Stable Eastern Illinois University BB+ Stable Rating Actions University of Illinois S&P revised the outlook on University of Illinois (A+) to positive from stable. The outlook revision is based on the state's improved financial position which has resulted in the state's rating being upgraded. Upside scenario During the two-year outlook period, S&P could consider a positive rating action if the university maintains its solid demand profile and full accrual surpluses and continues to grow its available resource ratios. Illinois State University There is no rating action at this time; in December 2021, S&P revised the outlook on ISU to positive. Upside scenario During the two-year outlook period, S&P could consider a positive rating action if the university stabilizes its enrollment and demand metrics, grows its balance sheet ratios, and maintains its solid operating performance, excluding non-recurring federal support. Southern Illinois University S&P said, "In a separate ratings action related to a new sale issuance, we upgraded the rating to 'BBB+' from 'BBB-'. The outlook is stable. The upgrade is based on the state's improved financial position which has resulted in the state's rating being upgraded. The upgrade is also based on SIU's stabilizing enrollment trend and the university's solid operations (despite the COVID-19 pandemic). In addition to these improvements, SIU benefits from low overall debt levels even with the current borrowing as evidenced by strong resources relative to debt and a low debt burden. The rating remains limited given the university's reliance on the state for a material portion of its budget and as such the state rating. In our view, any significant cuts to appropriations or delays in payment continue to remain a material credit risk for SIU." Stable outlook The outlook reflects S&P's expectation that the university will stabilize enrollment, work to improve margins such that they are consistently positive, and maintain financial resources around the current level. Governors State University S&P said, "We have upgraded the rating to 'BBB' from 'BBB-'. The outlook is stable. The upgrade to 'BBB' is driven by the improved financial situation of the state coupled with GSU's stronger credit profile, including recent surpluses and a more robust balance sheet. While we expect GSU will continue to face enrollment pressure at the undergraduate level, we view the school's growth at the graduate level positively, leading to stabilization in overall FTE over time. We also do not expect any additional debt over the two-year outlook period." Stable outlook S&P said, "The stable outlook reflects our expectation that balance sheet ratios will remain sufficient for the rating as the university continues to amortize debt while pursuing operations that are at least breakeven to positive, supported by stable state appropriations. At the same time, we recognize that there could be continued declines in enrollment while management refines its new enrollment strategy." Northeastern Illinois University S&P has raised the rating on NEIU to 'BB+' from 'BB'. The upgrade is based on the state's improved financial position which has resulted in the state's rating being upgraded. The outlook is stable. Stable outlook The stable outlook reflects S&P's expectation that NEIU's enrollment trend will stabilize over time and demand metrics will improve, coupled with consistent state support and improvement in financial operations, excluding non-recurring federal support, while maintaining balance sheet levels. Western Illinois University S&P has raised the rating on WIU to 'BB+' from 'BB'. The upgrade is based on the state's improved financial position which has resulted in the state's rating being upgraded. The outlook is stable. Stable outlook The stable outlook reflects S&P's expectation that WIU's enrollment trend will continue to stabilize and demand metrics will improve, coupled with consistent state support and improvement in financial operations, excluding non-recurring federal support, while maintaining balance sheet levels. Eastern Illinois University S&P has raised the rating on EIU to 'BB+' from 'BB'. The upgrade to 'BB+' reflects its view the State of Illinois' improved financial situation which is expected to increase the likelihood of consistent state support of the university. The outlook remains stable. Stable outlook S&P said, "The stable outlook reflects our expectation that the university will at least keep enrollment stable and maintain current available resource ratios over the outlook period. We expect state operating appropriations to EIU to increase in fiscal 2023 and we do not expect any decreases over the coming years." EDGEWATER HOLDINGS: Unsecureds Will Get 5% of Claims in Plan ------------------------------------------------------------ Edgewater Holdings Miami, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement for Small Business Chapter 11 Plan dated May 3, 2022. The Debtor is a limited liability company. Since 2017, the Debtor has been in the business of operating a 24-unit hotel. Debtor's hotel was originally built in 1925 and consists of 24 studio apartments. The Debtor operated the property as an Airbnb-style hotel from the date of purchase in 2017 until the pandemic in 2020. First Citizens Bank & Trust, Co., the bank holding the first mortgage on the property, did not agree with the assessment, and initiated a foreclosure proceeding based upon technical defaults by the Debtor. The Debtor was prepared to build a new structure to replace the current building, however, the amount remaining on the first mortgage exceeds the value of the property. The Debtor and the lender engaged in negotiations pre-petition to resolve the matter, but could not reach an agreement. The lender was seeking the appointment of a receiver in the foreclosure proceeding, and the Debtor felt that a receiver would only exacerbate the issues and repeat the inspection and evaluation process it has already gone through, only to reach the same conclusion. General unsecured creditors are classified in Class 3 and will receive a distribution of 5% of their allowed claims, to be distributed in full on the Effective Date of the Plan. Class 3 consists of General Unsecured Claims. This Class shall be paid in full on the effective date of the Plan. This Class will receive a distribution of 5% of their allowed claims. Equity interest holder will retain their equity in exchange for new value, but will not receive a payment under the Plan. Payments and distributions under the Plan will be funded by the new value contributed by present equity. Michael Cosculluela and Daniel Marzano will provide the funds to make all the payments provided for under the Plan. A full-text copy of the Disclosure Statement dated May 3, 2022, is available at https://bit.ly/3lc49kF from PacerMonitor.com at no charge. About Edgewater Holdings Edgewater Holdings Miami LLC is the owner of the Fortuna House apartments in Miami, Florida. Edgewater Holdings sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 22-10882) on Feb. 2, 2022. In the petition signed by Daniel Marzano as manager, Edgewater Holdings listed estimated total assets of $5,037,200 and estimated total liabilities of $3,695,403. Carlos de Zayas, Esq., of LYDECKER LLP, is the Debtor's counsel. ELITE INVESTORS: Case Summary & Eight Unsecured Creditors --------------------------------------------------------- Debtor: Elite Investors, Inc. 2103 River Road Point Pleasant Beach, NJ 08742 Business Description: Elite Investors is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of a property located at 2103 River Road, Point Pleasant, NJ valued at $1.58 million. Chapter 11 Petition Date: May 9, 2022 Court: United States Bankruptcy Court District of New Jersey Case No.: 22-13766 Debtor's Counsel: Eugene D. Roth, Esq. LAW OFFICE OF EUGENE D. ROTH 2520 Highway 35, Suite 307 Manasquan, NJ 08736 Tel: 732-292-9288 Fax: 732-292-9303 Email: erothesq@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Thomas Ippolito as president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XBKUY7Y/Elite_Investors_Inc__njbke-22-13766__0001.0.pdf?mcid=tGE4TAMA GWG HOLDINGS: Frankowski Woos Buyers of L Bonds ----------------------------------------------- The Frankowski Firm is accepting new clients in securities arbitration claims before the Financial Industry Regulatory Authority (FINRA) for losses sustained from GWG Holdings L Bonds, after the alternative asset manager filed for bankruptcy. GWG Holdings sold the speculative and high-risk L Bonds, which pooled money from bond investors to purchase life-insurance policies on the secondary market, with the intention of using the payouts to pay the bonds when the life insurance policy holders died. The Frankowski Firm contends that brokerages who recommended and sold the L Bonds to investors without disclosing their high risk are potentially liable. Many L Bond investors were retired and elderly, and many invested their life savings. Richard Frankowski, attorney and founder of The Frankowski Firm, said: "Anyone who bought GWG Holdings L Bonds without being warned of their very high risk should talk to an attorney as soon as possible. GWG entered chapter 11 bankruptcy, but not after raising nearly $2 billion mostly from individual investors. We're here to stand up for those investors and make sure each brokerage who sold this investment product is held accountable." In October 2020, the SEC opened an investigation into GWG Holdings regarding its accounting and its issuance of L Bonds. The SEC subpoenaed documents related to brokerage firms that were selling the L Bonds, investigating sales practices related to the Bonds. GWG reports that L Bonds were typically sold by a seller network made up of approximately 145 brokerage firms. Among the firms believed to be in the GWG network selling L Bonds are: * Cabot Lodge Securities * Capital Investment Group * Centaurus Financial * Coastal Equities * Emerson Equity * Landolt Securities * Lion Street Financial (Stiba Wealth Management) * National Securities * Ni Advisors * SW Financial * Westpark Capital GWG Holdings filed for bankruptcy on April 20, 2022. GWG Holdings had suspended sales of L Bonds for eight months due to the delayed filing of its 2020 annual report but resumed again in December. The company had to pause selling L Bonds again in January 2021 as it began working with restructuring advisers, and because its auditor had resigned. About GWG Holdings Inc. Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH), conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC and GWG Life's wholly-owned subsidiaries. GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 22-90032) on April 20, 2022. In the petition filed by Murray Holland, as president and chief executive officer, GWG Holdings estimated assets between $1 billion and $10 billion and estimated liabilities between $1 billion and $10 billion. The case is assigned to Honorable Bankruptcy Judge Marvin Isgur. Charles Stephen Kelley, of Mayer Brown LLP, is the Debtor's counsel. HOST HOTELS: S&P Alters Outlook to Stable, Affirms 'BB+' ICR ------------------------------------------------------------ S&P Global Ratings revised its rating outlook to stable from negative and affirmed all ratings, including the 'BB+' issuer credit rating on Host Hotels & Resorts Inc. S&P said, "We also affirmed our 'BBB-' issue-level rating (one notch higher than the 'BB+' issuer credit rating) on Host's unsecured debt because of substantial asset coverage in Host's currently unencumbered high quality hotel portfolio and restrictive covenants common in REIT debt agreements that we assume would limit incremental future secured and pari passu debt in Host's capital structure in our recovery analysis. "The stable outlook reflects our revised base case expectation that RevPAR, hotel revenue, and EBITDA margin could improve this year to a level that may cause our measure of Host's adjusted net leverage to be well below our 4x downgrade threshold in 2022. "Strengthening business transient and group hotel demand, strong ADR, our upwardly revised assumption for RevPAR and EBITDA, and asset sale proceeds, could cause Host's adjusted leverage to be in the low-3x in 2022.Given the current trend in U.S. RevPAR in the upper upscale full-service segments and S&P Global Ratings' belief that business and group travel will continue to recover, as well as anticipated GDP and consumer spending growth in 2022, it is becoming clear that Host's RevPAR in 2022 could be closer to 2019 than in our previous base case, as long as no other variant emerges that imposes material constraints on travel. We revised our base-case assumptions for Host's 2022 RevPAR to be 5% to 10% below 2019 and EBITDA to be 10% to 15% below 2019. In addition, Host sold the Sheraton Boston and Sheraton New York Times Square so far this year, moderately improving its net debt position after significant acquisition spending in 2021 net of asset sales. We also assume EBITDA margin can improve to the mid-20% area in 2022, near the 2019 margin. However, Host has yet to fully staff its hotels to keep up with rising occupancy, and labor wage inflation may cause 2022 EBITDA margin to be lower than our current base-case assumption. "Some markets where Host has material concentration are recovering at a much slower pace. Notably, RevPAR in some top 25 U.S. lodging markets lags far behind the national RevPAR measure primarily because full service upper upscale hotels have yet to recover occupancy levels due to the slower recovery of business and group travel, and we assume hotel cash flow in these markets remains significantly below pre-pandemic levels as a result. In the first quarter of 2022, national U.S. RevPAR was 3% below 2019. For the same period, RevPAR was 20% below 2019 in Chicago, 28% in New York, 32% in Washington, D.C., and 58% in San Francisco 58%. We estimate these gateway markets will recover in 2023-2024. "We now forecast Host's adjusted leverage will be near our low-3x upgrade threshold in 2022, and potentially below the threshold in early 2023. The outlook is stable given the company's policy of opportunistically acquiring hotels with cash prior to generating hotel sales proceeds or issuing equity. A significant part of the rationale behind our current 'BB+' issuer credit rating is Host's recent track record of opportunistically acquiring hotels with cash prior to generating hotel sale proceeds or issuing equity. For example, Host completed nearly $1.5 billion of hotel acquisitions in 2021 with cash balances while it was still burning cash during the pandemic, and prior to generating hotel sale and equity issuance proceeds totaling $888 million in 2021, hurting its net debt position. So far this year, Host has generated $656 million in gross asset sale proceeds and $243 million net of seller financing. While we have consistently recognized Host as a prudent manager of capital recycling efforts over the long term, the company has taken on additional risk for a period of time when opportunities arise. Although we have not factored in material acquisitions in 2022 or 2023, further acquisitions could slow Host's deleveraging. "We affirmed the 'BBB-' issue-level rating on Host's unsecured debt because of substantial asset coverage in its high-quality unencumbered hotel portfolio and strong customary REIT covenants in its debt agreements limiting additional debt issuance over time. Even under a typical set of recovery analysis assumptions for hotel net operating income (NOI) and a capitalization rate that are distressed there is ample asset coverage of well over 100% of Host's current unsecured debt. In addition, Host's REIT covenants include limits on total debt to assets to less than 65%, secured debt to total assets to a maximum of 40%, and unencumbered assets of at least 150% of total debt. Host's measures of these covenants as of March 2022 were significantly better than the thresholds required, and we expect them to remain so for the foreseeable future. In addition, these customary REIT covenants strengthen our assumption that Host will not likely be able to incur enough future incremental debt in our recovery analysis to materially weaken recovery prospects for its unsecured lenders. As a result, we rate Host's unsecured debt 'BBB-', one notch above the 'BB+' issuer credit rating. Still, despite our expectation for more than 100% coverage, given the company's debt is currently unsecured, under our methodology we cap our recovery rating at '2' (70%-90%), limiting the upward notching to one notch above the issuer credit rating." Host's quality hotel portfolio is positioned to recover and the financial flexibility of its unencumbered asset base supports the current rating. Host has strong relationships with successful hotel brands including those owned by Marriott, Hyatt, and Accor, which typically reliably drive guests to the company's hotels, resulting in high occupancy levels during a normal travel economy. The company's focus on high-quality assets in highly desirable city-center locations has enabled it to command premium prices, which is reflected in its relatively higher ADR. This appears to be resuming as business and group travel recovers. In addition, supply deceleration in its top 20 markets may be greater than past cycles. Another important strength is that the asset base is currently unencumbered, which materially adds to the company's financial flexibility. S&P said, "Still, we believe the pandemic may alter various corporate business models and likely have lasting effects on business and group traveler dynamics, the extent to which is currently unknown. While group and business travel does not necessarily need to return to pre-pandemic levels for Host to maintain credit measures in line with the 'BB+' rating, our longer-term view of Host's business strength could be negatively affected if these higher margin segments do not fully recover. "The stable outlook reflects our revised base-case expectation that RevPAR, hotel revenue, and EBITDA margin could improve this year to a level that may cause our measure of Host's adjusted net leverage to be well below our 4x downgrade threshold in 2022. "We could raise the rating one notch once we are confident Host can sustain adjusted net leverage below our low-3x upgrade threshold, including the impact of potential leveraging investment policy choices regarding acquisitions, dividends, share repurchases, and operating volatility. "We could revise the outlook to negative if hotel demand, RevPAR and EBITDA do not recover as we assume in our base case, if the recovery in business and group travel does not materialize, if a substantial new wave of cases impairs the hotel sector recovery in the U.S., or if Host incurs more incremental debt and leverage than we assume in our base case, in a manner that causes Host's leverage to approach 4x. Although unlikely, we could lower the rating if material deterioration in the U.S. lodging sector causes the company to sustain our measure of adjusted net debt to EBITDA above 4x. We could also lower the rating if Host increases its leverage by financing hotel acquisitions largely with cash on hand without generating sufficient asset sale or equity proceeds to make acquisitions at least leverage neutral on a net debt basis." ESG credit indicators: To E-2, S-3, G-2; from E-2, S-4, G-2 S&P said, "Health and safety factors have improved in our view and are now a moderately negative consideration in our credit rating analysis of Host, reflecting the company's RevPAR recovery during recent quarters. As a result, we changed our social credit indicator to S-3 from S-4. The S-3 incorporates the ongoing risks of health and safety scares. Although the COVID-19 pandemic led to unprecedented declines in RevPAR and occupancy, a material spike in leverage and an extended cash burn, this was an extreme disruption not likely to recur. However, we do not expect Host to recover to 2019 RevPAR until 2023 because its upper upscale and luxury full-service hotels will lag the overall lodging industry. Additionally, risk remains around regional health concerns and uncertainty about permanent disruption to group and business travel." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Social-Health and safety HOYOS INTEGRITY: Taps Klehr Harrison Harvey Branzburg as Counsel ---------------------------------------------------------------- Hoyos Integrity Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Klehr Harrison Harvey Branzburg LLP as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding the local rules and the bankruptcy rules, practices, precedent, regulations, and procedures and how to accomplish its goals in connection with the prosecution of this Chapter 11 case; (b) appear in court, depositions, and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtor; (c) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (d) review, comment and/or prepare drafts of documents and discovery materials, and ensure compliance with the local rules and the bankruptcy rules, to be filed with the court; (e) advise and assist the Debtor with respect to the reporting requirements of the U.S. Trustee; (f) take all necessary actions to protect and preserve the Debtor's estate; (g) perform various services in connection with the administration of this case; and (h) perform all other legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $420 - $1,035 Counsel $420 - $530 Associates $330 - $430 Paralegals $255 - $315 In addition, the firm will seek reimbursement for expenses incurred. On April 21, 2022, the Debtor paid a retainer of $125,000 to the firm. Raymond Lemisch, Esq., a partner at Klehr Harrison Harvey Branzburg, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Raymond H. Lemisch, Esq. Klehr Harrison Harvey Branzburg LLP 919 North Market Street, Suite 1000 Wilmington, DE 19801-3062 Telephone: (302) 426-1189 Email: rlemisch@klehr.com About Hoyos Integrity Hoyos Integrity Corporation is an information technology company that specializes in the fields of mobile, security, and technology. Hoyos Integrity sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10365) on April 21, 2022. In the petition signed by Frank Tobin, president, the Debtor disclosed up to $10 million in estimated assets and up to $50 million in estimated liabilities. Judge Mary F. Walrath oversees the case. Raymond H. Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP serves as the Debtor's legal counsel. INNERLINE ENGINEERING: Taps Ferris & Britton as Special Counsel --------------------------------------------------------------- Innerline Engineering, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ferris & Britton, A Professional Corporation, as its special counsel. The Debtor needs the assistance of a special counsel to provide legal services in various court cases including: (i) a litigation against Robert Williamson and Christopher Yenzer, Case No. 20STCV18855; (ii) a case against Cues, Inc., Case No. CIV DS 1933048; (iii) a litigation against Operating Engineers' Health and Welfare Trust Fund for Northern California, et al., Case No. RG20068098; (iv) the litigation case, James Aanderud, an individual, Plaintiff, vs. IE Storm Tech Leasing, LLC, a Texas limited liability company; Thomas JC Yeh, an individual; Rafael Padilla, an individual; and Does 1 through 50, inclusive, Case No. CVRI 2102867; and (v) other miscellaneous corporate matters. The hourly rates of the firm's counsel and staff are as follows: Michael Weinstein, Esq. $400 Scott Toothacre, Esq. $400 Elyssa Kulas, Esq. $375 Associate Attorney $250 Paralegal and Law Clerk $125 In addition, the firm will seek reimbursement for expenses incurred. Michael Weinstein, Esq., a partner at Ferris & Britton, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael R. Weinstein, Esq. Ferris & Britton, APC 501 West Broadway, Suite 1450 San Diego, CA 92101 Telephone: (619) 233-3131 Email: mweinstein@ferrisbritton.com About Innerline Engineering Corona, Cal.-based Innerline Engineering, Inc. -- http://www.innerlineengineering.com/-- offers a variety of services to municipalities, utility owners, industrial facilities and commercial property owners for the maintenance of their underground utilities. Innerline Engineering first filed a petition for Chapter 11 protection under Subchapter V (Bankr. C.D. Cal. Case No. 21-11349) on March 16, 2021, listing under $10 million in both assets and liabilities. Thomas J.C. Yeh, chief financial officer, signed the petition. Judge Wayne E. Johnson, who presided over the case, entered a dismissal order on March 31, 2021, for "failure to file schedules, statements, and/or plan." Innerline Engineering again filed a petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021, also listing under $10 million in both assets and liabilities. Yeh signed the petition. Judge Johnson, who also presided over the case, entered a dismissal order on Jan. 28, 2022. The 2021 case was closed on March 22, 2022. Innerline Engineering filed a third Chapter 11 petition (Bankr. C.D. Calif. Case No. 22-10545) on Feb. 14, 2022, before Judge Johnson. Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel in the 2022 case as well as in the 2021 cases. Ferris & Britton, APC, is tapped as special counsel. ION GEOPHYSICAL: Creditors Object to Gates' Restructuring Role -------------------------------------------------------------- Daniel Gill and Roger Yu of Bloomberg Law reports that ION Geophysical Corp.'s unsecured creditors are objecting to the seismic map-maker's bankruptcy loan and preliminary restructuring plans, arguing that secured creditor Gates Capital Management is unduly exerting control. ION filed a pre-packaged Chapter 11 last April 2022, after having its restructuring and debtor-in-possession loan terms lined up. An ad hoc group of secured creditors led by Gates Capital has controlled ION's restructuring efforts for "most of last year" and after the bankruptcy filing, the committee of unsecured creditors said in filings Thursday with the U.S. Bankruptcy Court for the Southern District of Texas. About ION Geophysical Corporation ION Geophysical Corporation is a global technology company that delivers data-driven decision-making offerings to offshore energy and maritime operations markets. It is based in Houston, Texas. ION Geophysical Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-30987) on April 12, 2022. At the time of the filing, ION Geophysical listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Winston & Strawn, LLP as legal counsel; FTI Consulting, Inc. as financial consultant; and Perella Weinberg Partners, LP as investment banker. Epiq Corporate Restructuring, LLC, is the Debtors' notice and claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on April 18, 2022. ION GEOPHYSICAL: Lenders Object to Ch. 11 Financing, Creditors Say ------------------------------------------------------------------ Rick Archer of Law360 reports that the unsecured creditors of offshore drilling support company Ion Geophysical Corp. are asking a Texas judge to reject the company's proposed Chapter 11 financing and plan disclosure, saying the company's secured lenders have had too much control over the process. In objections filed Thursday, May 5, 2022, the unsecured creditors committee said an ad hoc group lender group is pushing an inadequate plan disclosure and a debtor-in-possession financing package that will keep the committee from properly challenging the loan and allow secured lenders to escape potentially valuable claims from Ion. About ION Geophysical Corporation ION Geophysical Corporation is a global technology company that delivers data-driven decision-making offerings to offshore energy and maritime operations markets. It is based in Houston, Texas. ION Geophysical Corporation and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-30987) on April 12, 2022. At the time of the filing, ION Geophysical listed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Marvin Isgur oversees the cases. The Debtors tapped Winston & Strawn, LLP as legal counsel; FTI Consulting, Inc. as financial consultant; and Perella Weinberg Partners, LP as investment banker. Epiq Corporate Restructuring, LLC is the Debtors' notice and claims agent. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on April 18, 2022. J & J CONSULTING: Seeks to Hire Province LLC as Financial Advisor ----------------------------------------------------------------- J & J Consulting Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Province, LLC as financial advisor. The Debtor needs the assistance of a financial advisor to implement the restructuring and recovery of its assets for the estate and benefit of creditors. The hourly rates of the firm's professionals are as follows: Managing Directors and Principals $740 - $1,050 Vice Presidents, Directors, and Senior Directors $520 - $740 Analysts, Associates, and Senior Associates $250 - $520 Paraprofessionals $185 - $225 Province has unilaterally agreed to reduce its standard hourly rates by 5 percent on each billing cycle. In addition, the firm will seek reimbursement for expenses incurred. Paul Huygens, principal at Province, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Huygens Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Telephone: (702) 685-5555 Email: phuygens@provincefirm.com About J & J Consulting Services A group of creditors, including Keith Ozawa, Anthony Bonifazio, Brian Schumann, and Martin Keevin Cordova, filed an involuntary petition under Chapter 11 of the Bankruptcy Code against J & J Consulting Services, Inc., a company in Henderson, Nev. (Bankr. D. Nev. Case No. 22-10942) on March 17, 2022. The creditors are represented by Samuel A. Schwartz, Esq., at Schwartz Law, PLLC. Judge Mike K. Nakagawa presides over the case. The Debtor tapped Garman Turner Gordon, LLP as legal counsel and Province, LLC as financial advisor. Peter Kravitz of Province Partners, LLC is the Debtor's chief restructuring officer. J & J CONSULTING: Taps Garman Turner Gordon as Legal Counsel ------------------------------------------------------------ J & J Consulting Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Garman Turner Gordon, LLP as its legal counsel. The firm will render these legal services: (a) prepare legal papers; (b) advise and counsel the Debtor and its management regarding its restructuring strategy, assist in the formulation of its plan of reorganization and disclosure statement, and prosecute confirmation of a plan; (c) prosecute claims on behalf of the Debtor and estate to recover assets for the benefit of creditors; and (d) provide other specific services and assistance requested by the Debtor in connection with its reorganization and administration of its estate. The hourly rates of the firm's counsel and staff are as follows: Attorneys $265 – $850 Paraprofessionals $55 - $350 In addition, the firm will seek reimbursement for expenses incurred. The firm provided the following information in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: The firm has not represented the Debtor in the past 12 months, or at any other time. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Answer: Yes, the Debtor has approved a budget and staffing plan covering the first approximately 90 days following the appointment of the CRO (through July 18, 2022). Gregory Garman, Esq., an attorney at Garman Turner Gordon, disclosed in a court filing 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: Gregory E. Garman, Esq. William M. Noall, Esq. Teresa M. Pilatowicz, Esq. Garman Turner Gordon LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Telephone: (725) 777-3000 Email: ggarman@gtg.legal wnoall@gtg.legal tpilatowicz@gtg.legal About J & J Consulting Services A group of creditors, including Keith Ozawa, Anthony Bonifazio, Brian Schumann, and Martin Keevin Cordova, filed an involuntary petition under Chapter 11 of the Bankruptcy Code against J & J Consulting Services, Inc., a company in Henderson, Nev. (Bankr. D. Nev. Case No. 22-10942) on March 17, 2022. The creditors are represented by Samuel A. Schwartz, Esq., at Schwartz Law, PLLC. Judge Mike K. Nakagawa presides over the case. The Debtor tapped Garman Turner Gordon, LLP as legal counsel and Province, LLC as financial advisor. Peter Kravitz of Province Partners, LLC is the Debtor's chief restructuring officer. J AND J PURCHASING: Seeks to Hire Province as Financial Advisor --------------------------------------------------------------- J and J Purchasing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Province, LLC as financial advisor. The Debtor needs the assistance of a financial advisor to implement the restructuring and recovery of its assets for the estate and benefit of creditors. The hourly rates of the firm's professionals are as follows: Managing Directors and Principals $740 - $1,050 Vice Presidents, Directors, and Senior Directors $520 - $740 Analysts, Associates, and Senior Associates $250 - $520 Paraprofessionals $185 - $225 Province has unilaterally agreed to reduce its standard hourly rates by 5 percent on each billing cycle. In addition, the firm will seek reimbursement for expenses incurred. Paul Huygens, principal at Province, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Huygens Province, LLC 2360 Corporate Circle, Suite 340 Henderson, NV 89074 Telephone: (702) 685-5555 Email: phuygens@provincefirm.com About J and J Purchasing A group of creditors, including Keith Ozawa, Anthony Bonifazio, Brian Schumann, and Martin Keevin Cordova, filed an involuntary petition under Chapter 11 of the Bankruptcy Code against J and J Purchasing, LLC (Bankr. D. Nev. Case No. 22-10943) on Mar. 17, 2022. The creditors are represented by Samuel A. Schwartz, Esq., at Schwartz Law, PLLC. Judge Mike K. Nakagawa presides over the case. The Debtor tapped Garman Turner Gordon, LLP as legal counsel and Province, LLC as financial advisor. Peter Kravitz of Province Partners, LLC is the Debtor's chief restructuring officer. J AND J PURCHASING: Taps Garman Turner Gordon as Legal Counsel -------------------------------------------------------------- J and J Purchasing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Garman Turner Gordon LLP as its legal counsel. The firm will render these legal services: (a) prepare legal papers; (b) advise and counsel the Debtor and its management regarding its restructuring strategy, assist in the formulation of its plan of reorganization and disclosure statement, and prosecute confirmation of a plan; (c) prosecute claims on behalf of the Debtor and estate to recover assets for the benefit of creditors; and (d) provide other specific services and assistance requested by the Debtor in connection with its reorganization and administration of its estate. The hourly rates of the firm's counsel and staff are as follows: Attorneys $265 – $850 Paraprofessionals $55 - $350 In addition, the firm will seek reimbursement for expenses incurred. The firm also provided the following information in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: The firm has not represented the Debtor in the past 12 months, or at any other time. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Answer: Yes, the Debtor has approved a budget and staffing plan covering the first approximately 90 days following the appointment of the CRO (through July 18, 2022). Gregory Garman, Esq., an attorney at Garman Turner Gordon, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory E. Garman, Esq. William M. Noall, Esq. Teresa M. Pilatowicz, Esq. Garman Turner Gordon LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Telephone: (725) 777-3000 Email: ggarman@gtg.legal wnoall@gtg.legal tpilatowicz@gtg.legal About J and J Purchasing A group of creditors, including Keith Ozawa, Anthony Bonifazio, Brian Schumann, and Martin Keevin Cordova, filed an involuntary petition under Chapter 11 of the Bankruptcy Code against J and J Purchasing, LLC (Bankr. D. Nev. Case No. 22-10943) on March 17, 2022. The creditors are represented by Samuel A. Schwartz, Esq., at Schwartz Law, PLLC. Judge Mike K. Nakagawa presides over the case. The Debtor tapped Garman Turner Gordon, LLP as legal counsel and Province, LLC as financial advisor. Peter Kravitz of Province Partners, LLC is the Debtor's chief restructuring officer. JAMROCK CONSTRUCTION: Seeks Approval to Tap Ron Hudson as Realtor ----------------------------------------------------------------- Jamrock Construction, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Ron Hudson, a realtor at Solid Source Realty GA. The Debtor needs a realtor to assist in the sale of its real property located at 6467 Berryvale Drive, DeKalb County, Lithonia, Ga. Mr. Hudson will receive a maximum commission of 6 percent of the property's sales price. Mr. Hudson disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The realtor can be reached at: Ron Hudson Solid Source Realty GA 2001 Poplar Farms Avenue Lithonia, GA 30058 Telephone: (404) 667-3422 About Jamrock Construction Jamrock Construction, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 20-70471) on Oct. 5, 2020, listing up to $500,000 in both assets and liabilities. Judge Barbara Ellis-Monro oversees the case. The Rothbloom Law Firm serves as the Debtor's counsel. KHAF CORPORATION: Seeks Bankruptcy Protection in Texas ------------------------------------------------------ Khaf Corporation filed for Chapter 11 protection in the Northern District of Texas. According to court documents, Khaf Corporation estimates between 50 and 99 unsecured creditors. The petition states funds will be available to unsecured creditors. A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is slated for June 17, 2022 at 09:30 A.M. About Khaf Corporation Khaf Corporation, doing business as Khaf Flooring Distributors, is engaged in wood flooring business. Khaf Corporation sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 22-40941) on April 28, 2022. In the petition signed by Jessica Concepcion, as owner, Khaf estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The case is assigned to Honorable Bankruptcy Judge Edward L. Morris. Joyce W. Lindauer, of Joyce W. Lindauer Attorney, PLLC, is the Debtor's counsel. LIMETREE BAY: Bankruptcy Plan Challenged Over Insurance Treatment ----------------------------------------------------------------- Rick Archer of Law360 reports that the Caribbean oil refiner Limetree Bay is facing opposition in Texas bankruptcy court from a trio of insurers and the plaintiffs in a pair of class action lawsuits over how its proposed Chapter 11 plan will handle insurance policies and claims. In separate motions filed Wednesday, May 4, 2022, the insurers asked that the plan be amended to insure their contractual rights to deny coverage won't end when their policies are assumed by the plan's proposed liquidation trust, while the class action plaintiffs asked for the right to pursue claims against insurers if the trustee chooses not to. About Limetree Bay Limetree Bay Energy is a large-scale energy complex strategically located in St. Croix, U.S. Virgin Islands. The complex consists of Limetree Bay Refining, a refinery with peak processing capacity of 650 thousand barrels of petroleum feedstock per day, and Limetree Bay Terminal, a 34-million-barrel crude and petroleum products storage and marine terminal facility serving the refinery and third-party customers. Limetree Bay Refining, LLC, restarted operations in February 2021, and is capable of processing around 200,000 barrels per day. Key restart work at the site began in 2018, including the 62,000 barrels per day modern, delayed Coker unit, extensive desulfurization capacity, and a reformer unit to produce clean, low-sulfur transportation fuels. The restart project provided much needed economic development in the U.S.V.I. and created more than 4,000 construction jobs at its peak. Limetree Bay Refining, LLC and its affiliates sought Chapter 11 protection on July 12, 2021. The lead case is In re Limetree Bay Services, LLC (Bankr. S.D. Texas Case No. 21-32351). Limetree Bay Terminals, LLC did not file for bankruptcy. In the petitions signed by Mark Shapiro, chief restructuring officer, Limetree Bay Services disclosed up to $10 million in assets and up to $50,000 in liabilities. Limetree Bay Refining, LLC, estimated up to $10 billion in assets and up to $1 billion in liabilities. The Debtors tapped Baker & Hostetler LLP as bankruptcy counsel, Beckstedt & Kuczynski LLP as special counsel, and GlassRatner Advisory & Capital LLC, doing business as B. Riley Advisory Services, as restructuring advisor. Mark Shapiro of GlassRatner is the Debtors' chief restructuring officer. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases on July 26, 2021. Pachulski Stang Ziehl & Jones, LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. 405 Sentinel, LLC, serves as administrative and collateral agent for the DIP lenders. LIQUOR 369: Seeks to Hire Bartolone Law as Bankruptcy Counsel ------------------------------------------------------------- Liquor 369 Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Bartolone Law, PLLC as its legal counsel. Bartolone Law will render these legal services: (a) advise the Debtor regarding its rights and duties in this Chapter 11 case; (b) prepare pleadings related to this case; and (c) take any and all other necessary action incident to the proper preservation and administration of this estate. The hourly rates of the firm's counsel and staff range from $375 for its most experienced attorneys to $125 for its most junior paraprofessionals. Prior to the petition date, the firm received a retainer fee of $9,238 from Nilesh Shastri, the Debtor's president. As disclosed in court filings, Bartolone Law has no connection with the creditors, any other party-in-interest, its respective attorneys and accountants, and the U.S. Trustee. The firm can be reached through: Aldo G. Bartolone, Jr., Esq. Bartolone Law, PLLC 1030 N. Orange Ave., Suite 300 Orlando, FL 32801 Telephone: (407) 294-4440 Facsimile: (407) 287-5544 Email: aldo@bartolonelaw.com About Liquor 369 Inc. Liquor 369 Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-01268) on April 7, 2022, listing as much as $1 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC serves as the Debtor's counsel. LTL MANAGEMENT: Opposes Bid to Appoint Ovarian Cancer Patients -------------------------------------------------------------- LTL Management, LLC asked the U.S. Bankruptcy Court for the District of New Jersey to deny the motions filed by claimants who seek to be added to the official committee of talc claimants that was originally formed in the company's Chapter 11 case. The company's attorney, Paul DeFilippo, Esq., at Wollmuth Maher & Deutsch, LLP, said the claimants failed to establish that they are not adequately represented by the committee] or do not have a "meaningful voice" on the committee. "The movants instead focus on who should have the loudest voice based on arguments regarding the relative value of their claims," Mr. DeFilippo said. "If the court were to order the U.S. trustee to appoint additional committee members, there is no telling how long that may take." The attorney is responding to the motions filed last month by ovarian cancer and mesothelioma claimants, including Evan Plotkin, Giovanni Sosa and Shirleeta Ellison, after the court ordered to disband the committees representing such claimants and to reinstate the original committee. The original talc claimants' committee is composed of one lien holder claimant, four mesothelioma claimants and six ovarian cancer claimants. Daniel Stolz, Esq., at Genova Burns, LLC, legal counsel for the original talc claimants' committee, said the committee "continues to function well as a diversely and adequately composed body, which advocates for, and adequately represents, the interests of all talc creditors." "The work of this case needs to be done now, and further delay, uncertainty and disruption does not serve the interests of talc claimants or the estate," Mr. Stolz said in court filings. Mr. Stolz can be reached at: Daniel M. Stolz, Esq. Genova Burns, LLC 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 533-0777 Fax: (973) 467-8126 Email: dstolz@genovaburns.com About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. About Johnson & Johnson Johnson & Johnson is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. It is the world's largest and most broadly based healthcare company. Johnson & Johnson is headquartered in New Brunswick, New Jersey, the consumer division being located in Skillman, New Jersey. The corporation includes some 250 subsidiary companies with operations in 60 countries and products sold in over 175 countries. The corporation had worldwide sales of $82.6 billion in 2020. MESH SUTURE: 10th Cir. Affirms Award of Control to Dr. Dumanian --------------------------------------------------------------- Wells Fargo Bank filed this statutory-interpleader action after facing conflicting demands for access to the checking account of Mesh Suture, Inc. Mark Schwartz, an attorney who founded Mesh Suture with Dr. Gregory Dumanian, was named as a claimant-defendant in the interpleader complaint but was later dismissed from the case after the district court determined that he had disclaimed all interest in the checking account. The district court ultimately granted summary judgment to co-founder Dr. Dumanian as the sole remaining claimant to the bank account, thereby awarding him control over the funds that remained. Mr. Schwartz appeals, contending that: (1) the district court lacked jurisdiction over the case because (a) there was not diversity of citizenship between him and Dr. Dumanian and (b) the funds in the checking account were not deposited into the court registry, (2) he did not disclaim his fiduciary interest in the checking account, and (3) the award of funds to Dr. Dumanian violated various rights of Mesh Suture. Wells Fargo contends Mr. Schwartz's disclaimer deprives him of standing to appeal under Article III of the United States Constitution. The United States Court of Appeals for the Tenth Circuit rejects all these contentions by Mr. Schwartz and Wells Fargo. The Tenth Circuit rules it has appellate jurisdiction because Mr. Schwartz has standing to pursue his assertions that he did not disclaim his interest in the Wells Fargo account and he was improperly denied rights of control over that account. The appeals court holds that the district court had jurisdiction because there was the requisite diversity of citizenship and the funds in the checking account were in effect deposited into the court registry when the court appointed a receiver as its agent to handle the funds. And on the merits, the Ninth Circuit holds that the district court did not abuse its discretion when it held that Mr. Schwartz disclaimed all his interests in the checking account. As for the claim that the rights of Mesh Suture were violated, the appeals court holds that Mr. Schwartz cannot challenge the alleged violations of Mesh Suture's rights because the district court refused to allow him to act as Mesh Suture's attorney, and he has not challenged that decision on appeal. Exercising jurisdiction under 28 U.S.C. Section 1291, the Ninth Circuit affirms. A full-text copy of the April 19, 2022 Opinion is available at https://tinyurl.com/bdh42axm from Leagle.com. The appeals case is WELLS FARGO BANK, N.A., Plaintiff-Appellee, v. MESH SUTURE, INC.; MARK A. SCHWARTZ, Defendants-Appellants, v. RANDA DUMANIAN; GREGORY A. DUMANIAN; ADOM DUMANIAN, Defendants-Appellees, and ZABELLE CROSSON, Intervenor Defendant-Appellee, No. 21-1262 (10th Cir.). Mark A. Schwartz, MS Law Group, LLC, Dorado, Puerto Rico, for Defendants-Appellants. Christopher J. Dawes, Esther H. Lee, Fox Rothschild LLP, Denver, Colorado, for Plaintiff-Appellee Wells Fargo Bank, N.A. Matthew E. Johnson, Dowd Bennett LLP, Denver, Colorado, for Defendants-Appellees Gregory Dumanian, Randa Dumanian, and Adom Dumanian. Kenzo Kawanabe, Claire Mueller, Davis Graham & Stubbs LLP, Denver, Colorado, for Intervenor Defendant-Appellee Zabelle Crosson. About Mesh Suture, Inc. Mesh Suture, Inc., a manufacturer of medical equipment and supplies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 20-00031) on Jan. 9, 2020. At the time of the filing, the Debtor disclosed $9,133,930 in assets and $1,486,431 in liabilities. Carmen D. Conde Torres, Esq., at C. Conde & Assoc., is the Debtor's legal counsel. MGA MANAGEMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: MGA Management, LLC 481 New Britain Avenue Hartford, CT 06106 Business Description: MGA Management is the fee simple owner of a real property located in Hartford, Connecticut having a current value of $3 million. Chapter 11 Petition Date: May 9, 2022 Court: United States Bankruptcy Court District of Connecticut Case No.: 22-20315 Judge: Hon. James J. Tancredi Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq. ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC 1062 Barnes Road Wallingford, CT 06492 Tel: 203-265-5222 Fax: 203-774-1269 Email: joseph@lawjjd.com Total Assets: $3,041,461 Total Liabilities: $1,452,000 The petition was signed by Michael Ancona as member. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HFKTYBY/MGA_Management_LLC__ctbke-22-20315__0001.0.pdf?mcid=tGE4TAMA MGAE INC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: MGAE, Inc. f/d/b/a Ancona Enterprises, Inc. 481 New Britain Avenue Hartford, CT 06106 Business Description: MGAE is engaged in activities related to real estate. The Debtor owns a real property in Hartford, Connecticut having a current value of $4.55 million. Chapter 11 Petition Date: May 9, 2022 Court: United States Bankruptcy Court District of Connecticut Case No.: 22-20316 Judge: Hon. James J. Tancredi Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq. ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC 1062 Barnes Road Wallingford, CT 06492 Tel: 203-265-5222 Fax: 203-774-1269 Email: joseph@lawjjd.com Total Assets: $4,839,000 Total Liabilities: $1,950,000 The petition was signed by Michael Ancona as principal. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HMHTBXY/MGAE_Inc__ctbke-22-20316__0001.0.pdf?mcid=tGE4TAMA OAKTREE MEDICAL: Clawback Claims vs McGuireWoods Narrowed --------------------------------------------------------- Chief Bankruptcy Judge Helen E. Burris of the United States Bankruptcy Court for the District of South Carolina issued an order granting, in part, and denying, in part, the motion filed by McGuireWoods LLP, Mark Freedlander, and David Pivnick seeking dismissal of a lawsuit seeking to claw back funds paid by debtors Oaktree Medical Centre, LLC, and Oaktree Medical Centre, P.C. The adversary proceeding commenced by the Chapter 7 bankruptcy trustee concerns issues with the performance of various professionals retained by the Debtors to aid in their restructuring. The Debtors comprised a pain management practice privately owned by Daniel McCollum. While operating, the Debtors entered an agreement with Fidus Investment Corporation and West Family Investments for a $14 million senior secured credit facility. After the Debtors failed to repay the Lenders on the maturity date, the Lenders exercised one of their contractual remedies in July 2018 by terminating McCollum's rights to exercise control over the Debtors. The Lenders also appointed Defendant Tim Daileader as an Independent Director/Manager with authority and control over the Debtors' day-to-day management, financials, and operations. Daileader acknowledged the Debtors were subject to varying degrees of financial distress exemplified by, among other things, their failure to timely pay withholding tax obligations and inability to pay the Lenders upon maturity of the credit facility. Soon after becoming Independent Director, Daileader realized the Debtors' financial issues resulted largely from a lack of oversight and qualified management. On July 2018, Daileader retained MGW on behalf of the Debtors for the limited capacity as work-out counsel with respect to the Lenders. This encompassed regulatory compliance necessary to refinance the credit facility, including the proper implementation of a management services organization. Prior to its engagement, MGW represented itself as having large healthcare and mergers and acquisitions practices with experience in transactions similar to the sale of the Debtors that were being explored at that time. Freedlander and Pivnick are attorneys at MGW. Further complications with the Debtors' operations arose during MGW's retention, including raids conducted by the Federal Bureau of Investigation, Drug Enforcement Agency, and U.S. Department of Health and Human Services at the Debtors' various facilities on October 30, 2018. At that time, pending refinancing efforts were terminated and the roles of outside professionals were expanded. MGW was to now provide restructuring, corporate, and healthcare legal services to the entire enterprise. The Debtors also retained Defendant Aaron Kibbey, an employee of Defendant Huron Consulting Services, LLC, as MSO-level Chief Restructuring Officer in November 2018. Despite the employment of these professionals and expansion of their involvement, there still did not appear to be progress toward a corporate restructuring. Additionally, by April 2019 Debtors borrowed more from Lenders, which exceeded $5 million, to pay their professional fees and make interest payments on prior loans. The Trustee asserts these substantial fees resulted, in part, from excessive billing by MGW, which had 50 attorneys billing the Debtors during its engagement as counsel. Even though other members of management expressed to Daileader and Huron the professional fees were unnecessary and unsustainable, MGW remained in its role as counsel for the Debtors. Despite working for the Debtors for approximately one year and incurring significant fees, the professionals failed to effectuate an MSO, and no restructuring plan was developed or implemented. When the professionals realized a restructuring was not tenable, they proposed a Chapter 11 reorganization in July 2019 that required an additional $5 million in funding from the Lenders. After the Lenders refused to loan further amounts or fund a Chapter 11 reorganization, Chapter 7 preparations began. On September 18, 2019, the Debtors paid Huron and MGW their final invoices, with $61,620 wired to MGW. The next day, the Debtors filed separate voluntary petitions for Chapter 7 relief in the U.S. Bankruptcy Court for the Western District of North Carolina. Venue was transferred to the Bankruptcy Court for the District of South Carolina on September 30, 2019, and the Chapter 7 Trustee was appointed in all three cases. The Trustee asserts the professionals mismanaged the Debtors, thereby harming the estates and ultimately all creditors by diminishing the Debtors' assets, increasing the Debtors' liabilities, and prioritizing payment of their own professional fees over payments to creditors while operating the Debtors and/or working for the Debtors in a fiduciary capacity. On September 17, 2021, the Trustee filed this adversary proceeding. After the MGW Defendants and others filed motions to dismiss, the Trustee filed an Amended Complaint on December 7, 2021, addressing deficiencies. The Trustee asserts the MGW Defendants owed professional duties to the Debtors and, upon their insolvency, to the Debtors' creditors. The Trustee alleges MGW and Freedlander knew from the outset that the Debtors' situation was dire but were eager to be involved for as long as possible because of the considerable attorneys' fees the matter generated. The Trustee asserts the MGW Defendants and others did not perform as intended, breached their duties, caused damage to the Debtors and, consequently, damage to all creditors. Specifically, the MGW Defendants depleted the Debtors' cash by being paid $1.46 million in total professional fees while the Debtors' liabilities grew. Therefore, the Trustee claims he is entitled to damages on behalf of the Debtors' estates and/or the creditors by asserting these causes of action against the MGW Defendants: Breach of Fiduciary Duty; Aiding and Abetting Breach of Fiduciary Duty; Negligence/Professional Malpractice; Civil Conspiracy; Unjust Enrichment; Actual Fraud under Section 548(a)(1)(A); Constructive Fraud under Section 548(a)(1)(B); Preference under Section 547; Unreasonable Compensation under Section 329; Recovery of All Transfers under Section 550; and Breach of Contract. The MGW Defendants argue that to the extent the state law causes of action (i.e., Breach of Fiduciary Duty, Aiding and Abetting Breach of Fiduciary Duty, Negligence/Professional Malpractice, Civil Conspiracy, and Unjust Enrichment) are asserted on behalf of creditors, they are entitled to dismissal under Rule 12(b)(1) because the Trustee lacks standing. The MGW Defendants also assert the causes of action for Breach of Fiduciary Duty, Aiding and Abetting Breach of Fiduciary Duty, Negligence/Professional Malpractice, Civil Conspiracy, Unjust Enrichment, and PreferencJe under Section 547 should be dismissed under Rule 12(b)(6). The Court granted MGW Defendants' request to dismiss the Ninth Cause of Action -- Preference under Section 547 pursuant to Rule 12(b)(6) as to Defendants Pivnick and Freedlander and denied as to Defendant MGW. Judge Burris finds there are no allegations that Freedlander or Pivnick personally received any funds from the Debtors prior to filing, or that they were creditors of the Debtors and their prepetition receipt of funds allowed them to receive more than they otherwise would in the bankruptcy proceeding. Therefore, to the extent the Trustee's cause of action seeks to avoid any preferential transfers against Freedlander or Pivnick, it must be dismissed pursuant to Rule 12(b)(6). Regarding MGW, considering the Amended Complaint in its entirety and viewing the allegations in the light most favorable to the Trustee, and taking all well-pleaded factual allegations as true, the Court finds it could be pled more completely but nonetheless states a plausible claim for relief under Section 547. While the cause of action only recites the elements for a claim under Section 547(b), when read in its entirety, the Amended Complaint sets forth factual allegations from which the Court can draw reasonable inferences in the Trustee's favor: that MGW received a number of transfers in the form of payments for their professional fees in the total amount of approximately $1,46 million, of which $61,620 was paid the day before the Chapter 7 filings; the transfers occurred within one year of the petition date during which time the Debtors were insolvent; and those payments to MGW were made in lieu of payments to Debtors' creditors and allowed MGW to receive more than it would in a Chapter 7 liquidation. The Amended Complaint includes allegations tending to show MGW's close relationship with the Debtors and ability to have some form of control over the Debtors by providing restructuring, corporate, and healthcare legal services to the entire enterprise. These allegations raise the question of whether MGW is an insider, which is a factual determination to be made at some point after the pleading stage. While the specific dates and amounts for each transfer are not alleged in detail, the transfers at issue here are identifiable, finite in number, and limited to the legal fees paid to MGW during the one year prior to the petition date. Whether MGW was an insider and whether the Trustee will ultimately be successful on this claim require factual determinations not fit for this stage of the litigation. Judge Burris finds the Amended Complaint, therefore, meets the requisite pleading standards to state a plausible claim for relief under Section 547(b) and gives MGW sufficient information to respond and raise any applicable defenses. A full-text copy of the Order dated April 19, 2022, is available at https://tinyurl.com/y8pymmeu from Leagle.com. The adversary proceeding is captioned John K. Fort, Trustee, Plaintiff(s), v. Aaron Kibbey, individually and as Chief Restructuring Officer of Oaktree Medical Centre, PC; Timothy Daileader, individually and as Independent Director of Oaktree Medical Centre, PC; Huron Consulting Services, LLC aka Huron Consulting Group; Mark Freedlander, David Pivnick, McGuireWoods LLP, Defendant(s), Adv. Pro. No. 21-80058-HB (Bankr. D.S.C.). Oaktree Medical Centre, LLC, and Oaktree Medical Centre, P.C., filed for Chapter 7 bankruptcy (Bankr. W.D.N.C. Case Nos. 19-31285 and 19-31286) in Charlotte, North Carolina, on Sept. 19, 2019, just a month after shuttering all their Pain Management clinics. Oaktree Medical Center disclosed $8 million in assets against $37.9 million in liabilities. It owes $29.4 million to its major investor, Fidus Investment Corp. The Debtors' counsel is Ethridge B. Ricks, Esq., at McGuireWoods LLP, in Charlotte, North Carolina. PARK HOTELS: S&P Alters Outlook to Positive, Affirms 'B' ICR ------------------------------------------------------------ S&P Global Ratings affirmed all ratings on Park Hotels & Resorts Inc., including the 'B' issuer credit rating. The positive outlook reflects the possibility of an upgrade as we gain greater certainty that Park can reduce leverage and maintain it below 7x, and EBITDA interest coverage above 2.5x, incorporating the company's capital allocation decisions and property transactions. The revision to positive outlook reflects Park's recent and anticipated operating results as well as an acceleration in business transient and group hotel demand in key urban markets, while leisure demand remains robust, which indicate greater certainty about the company's deleveraging path. S&P said, We estimate Park's trailing-12-months S&P Global Ratings-adjusted debt to EBITDA was about 15x at the end of first-quarter 2022, representing rapid deleveraging from about 26x at year-end 2021. Our updated forecast is that Park could reduce leverage to the low-7x area in 2022, thereby significantly eliminating the likelihood of rating downside from the current 'B' rating. Furthermore, if demand continues to recover, Park can reduce leverage below the 7x upgrade threshold and build a leverage cushion in early 2023, positioning the company for rating upside." S&P said, "Leisure demand remained resilient despite the omicron variant, particularly in popular markets such as Hawaii, Florida, and Southern California, resulting in Park's first-quarter 2022 pro forma revenue per available room (RevPAR) that was 32.8% below the same period in 2019, and we believe leisure demand will remain strong over the next several months because of ongoing pent-up leisure demand combined with some continued remote work arrangements and extended weekend travel. In addition, after a significant setback in occupancy due to the negative effect of the omicron variant on travel in January, business transient and group bookings accelerated in March and April, which will likely continue as large corporations implement return-to-office plans, contribute to more midweek demand, and bring about a more well-rounded RevPAR recovery. Most U.S. communities may have learned to live with the virus and new variants without adopting constraints that materially disrupt travel. With business and group travel improving, upper-upscale full-service hotels may finally get back to more normal occupancy levels, significantly supporting RevPAR recovery. We expect these positive signals to lead Park's portfolio of hotels to be fully reopened in the second quarter, the last of which will be Parc 55 San Francisco—a Hilton Hotel. As a result, Park's key urban market exposures could experience an uplift that brings significant deleveraging over the course of 2022 and into 2023. "Our updated forecast is that Park's 2022 RevPAR could recover to be 5%-15% below 2019 levels, with EBITDA margin a few percentage points below 2019 levels. We believe there is potential upside to our forecast depending on the pace of business transient and group demand, as well as lodging operators' ability to deal with labor market conditions to maintain EBITDA margin for asset owners. "Rating upside is significantly dependent on Park's financial policy choices. As lodging industry demand recovers and the company deleverages, financial policy decisions, along with macroeconomic factors, become a key driver of risk. Park restarted a nominal dividend and completed $61 million of share buybacks in first-quarter 2022, which demonstrates a risk appetite to take shareholder-friendly actions and take advantage of its perceived low valuation, even though trailing-12-months leverage is very high. Based on Park's commentary about its internal enterprise valuation compared to the public market's price and likely greater flexibility over the next few months under its credit agreement covenant restrictions to return capital to shareholders, we believe Park might repurchase more stock. Our updated forecast does not assume any additional share repurchases or acquisitions, and to the extent Park engages in more buybacks or potentially debt-financed acquisitions, financial risk would be higher and result in a longer deleveraging path. "Nonetheless, we believe Park's financial policy commitment will result in lower leverage over time. The company has a publicly stated goal to target leverage in the 3x-5x range. In 2021, Park sold noncore assets and repaid bank debt totaling $456 million, which partially mitigated financial risk. We believe Park has demonstrated a track record of targeting its financial policy including after the acquisition of Chesapeake Lodging Trust when Park's measure of 2019 pro forma adjusted debt to EBITDA was 4.3x. Although we anticipate leverage to be very high and well above the company's target range in 2022, we believe Park would be motivated to reduce leverage to its target levels over the next several years. "Despite our expectation for an improvement in Park's revenue, EBITDA, and cash flow, we continue to monitor several macro risk factors. The expected recovery in the company's leverage could fail to materialize because of the weakening macroeconomic environment, which could delay the recovery in business transient and group demand, particularly among large corporate and group customers. Inflationary or other cost pressures could also slow Park's margin recovery. The Russia-Ukraine conflict and its potential to expand could disrupt energy markets further and add to inflationary pressures. In addition, Park could face average daily rate (ADR) competition particularly if travel in the U.S. returns to normal over the coming quarters and lodging companies use pricing as a tool to attract or retain demand. "In addition, some markets where Park has substantial rooms concentration are recovering at a much slower pace. Notably, RevPAR in some top-25 U.S. lodging markets lags far behind the national RevPAR measure primarily because full service upper upscale hotels have yet to recover occupancy levels due to the slower recovery of business and group travel, and we assume hotel cash flow in these markets remains significantly below pre-pandemic levels as a result. For example, in the first quarter 2022, national U.S. RevPAR was 3% below 2019. For the same period, RevPAR in Chicago was 20% below 2019, New York 28% below 2019, Washington D.C. 32% below 2019, and San Francisco 58% below 2019. We estimate these gateway markets will take until 2023-2024 to recover. "The company's ample liquidity is a significant risk mitigant. Park's liquidity sources were about $1.54 billion as of March 31, 2022, consisting of balance sheet cash and revolver availability. The company's liquidity is likely to improve after achieving positive operating cash flow in first-quarter 2022 because an improving RevPAR outlook should translate into improved cash flow generation. The liquidity could help to fund strategic needs including capex projects, shareholder capital returns, and acquisitions. "Park's business strengths indicate its credit measures could improve in line with a higher rating. Park has a high quality, geographically diverse portfolio of hotels in key gateway cities and resort markets. The company's focus on high quality assets in desirable city-center and resort locations enables it to command premium pricing, which is reflected in a relatively high ADR in stable economic conditions. Park has long-term management contracts with successful luxury and upper upscale hotel brands, including those owned by Hilton, Marriott, and Hyatt. This typically supports premium pricing and high occupancy levels. We believe there are high barriers to entry in key markets such as Hawaii, San Francisco, Orlando, and New York, where the company's properties are centrally located or the room base is unique or difficult to replicate. "Park owns one of the largest portfolios among lodging REITs and has 27 unencumbered hotels as defined by its credit agreements, incorporating the sale of the Hampton Inn & Suites Memphis-Shady Grove. The unencumbered asset base provides Park the flexibility to monetize individual hotels to increase liquidity or reduce debt, if needed, even if the timing may be disadvantageous in a recession scenario. In 2021 and year-to-date 2022, Park generated gross proceeds of around $489 million from asset sales, mostly at EBITDA multiples that we view favorably under current conditions in the U.S. hotel transaction market. Park has also repaid debt mostly using asset sale proceeds, which helped to reduce leverage. We assume no further asset sales in our base-case forecast because the timing and transaction size of asset sales are not easily quantifiable, and because Park's currently adequate liquidity may not motivate liquidity-driven sales. To the extent Park uses proceeds from asset sales for debt repayment, we likely would view it as positive for credit qualtiy as long as Park sells assets for a higher multiple than its leverage." Several factors partially offset Park's business strengths. S&P said, "The cyclical nature of the lodging industry and high revenue and earnings volatility associated with hotel ownership are key risk factors. Park's concentration in luxury and upper upscale segments could result in more volatile EBITDA over a cycle than those for owners focused in the economy or midscale segments. This is because pricing tends to compress during an economic downturn, with the luxury segment falling the most and the economy segment the least. As a result, Park is more exposed to EBITDA variability over the cycle than hotel owners in lower-price, select-service segments and lodging managers and franchisers that do not have an owner's fixed-cost burden. "The positive outlook reflects the possibility of an upgrade as we gain greater certainty that Park can reduce leverage and maintain it below 7x, and EBITDA interest coverage above 2.5x, incorporating the company's capital allocation decisions and property transactions. "We could raise the rating if we become more certain that Park can sustain adjusted debt to EBITDA under 7x and interest coverage above 2.5x. We believe the upside scenario could be achieved through a combination of RevPAR and EBITDA recovery as well as debt repayment using proceeds from noncore asset sales. "We could revise the outlook to stable if Park's RevPAR, total revenue, and EBITDA result in leverage being sustained in the 7x to 8.5x range. We could lower the rating if the assumed RevPAR recovery is weaker or takes longer than we anticipate, resulting in adjusted debt to EBITDA of above 8.5x and EBITDA coverage of interest expense approaching 1.5x in 2022. We could also lower the rating if the company's liquidity position deteriorates significantly." ESG credit indicators: To E-2, S-3, G-2; from E-2, S-4, G-2 S&P said, "Social factors are now a moderately negative consideration in our credit rating analysis of Park, reflecting the company's RevPAR recovery during recent quarters. Our assessment incorporates the unprecedented decline in RevPAR due to the pandemic. Although this was a rare and extreme disruption that probably will not recur at the same magnitude, Park is unlikely to recover to 2019 portfolio RevPAR until 2023 because its upper upscale and luxury full-service hotels will lag the overall lodging industry. Park has a significant footprint of rooms concentrated in long-haul destination and key urban markets such as Hawaii, San Francisco, New York, and Chicago, where air travel or density may cause hotel demand to be more sensitive to health and safety concerns. Its hotel ownership business model also entails high operating leverage and EBITDA sensitivity to revenue fluctuations. Risk remains around regional health concerns, a slower recovery among upscale and luxury hotels, and uncertainty around long-term disruption to Park's exposure to group and business travel." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Social-Health and safety PATRIOT CREDIT: Seeks to Hire CFGI as Restructuring Advisor ----------------------------------------------------------- Patriot Credit Company LLC and Bluefin Capital Partners, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ CFGI to provide a chief restructuring officer (CRO) and certain additional personnel. The Debtors want to retain Joseph Baum, a senior financial consultant, as CRO in this Chapter 11 case. Mr. Baum, as CRO will render the following services: (a) work with the Debtors and their counsel to fulfill ongoing filing requirements and to prepare a bankruptcy plan and disclosure statement; (b) work with and oversee the Debtors' officers and professionals on the compiling and formatting of data and analyses necessary and appropriate for the Chapter 11 cases; (c) oversee and coordinate various activities related to the Chapter 11 cases; (d) as appropriate, actively communicate with the Office of the United States Trustee for the District of Delaware and its professionals, the Court, the subchapter V trustee, individual creditors and other parties-in-interest, as appropriate; (e) execute affidavits and provide testimony in court proceedings as required; and (f) any and all other activities and/or services that are approved by the Debtors as their directors may from time to time determine appropriate. The hourly rates of the firm's professionals are as follows: CRO $625 Director/Managing Director $475 Senior Manager $375 Manager $300 Consultant $250 As disclosed in court filings, the firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Baum CFGI 1 Lincoln Street, Suite 1301 Boston, MA 02111 Telephone: (646) 360-2850 Email: jbaum@cfgi.com About Patriot Credit Company Patriot Credit Company, LLC and certain affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10333) on April 14, 2022. In the petition filed by Joseph Baum, chief restructuring officer, Patriot Credit Company estimated assets between $10 million and $50 million and liabilities between $1 million and $10 million. Mark M. Billion, of Billion Law, is the Debtor's counsel while CFGI is the restructuring advisor. Joseph Baum, a senior financial consultant at CFGI, serves as the Debtor's chief restructuring officer. PEABODY ENERGY: 9th Cir. Affirms Remand of Global Warming Suits --------------------------------------------------------------- An appeal asked the United States Court of Appeals for the Ninth Circuit to determine whether a district court erred in remanding the plaintiffs' global-warming related complaints to state court after they were removed by the energy company defendants. On appeal, the defendants argue the district court had removal jurisdiction over the complaints on multiple grounds, including federal question and federal enclave jurisdiction under 28 U.S.C. Section 1331, federal officer removal jurisdiction under 28 U.S.C. Section 1442(a)(1), bankruptcy jurisdiction under 28 U.S.C. Section 1452(a) and 28 U.S.C. Section 1334(b), and admiralty jurisdiction under 28 U.S.C. Section 1333(1). The County of San Mateo, the County of Marin, and the City of Imperial Beach filed three materially similar complaints in California state court against more than 30 energy companies in July 2017. The complaints allege the Energy Companies' "extraction, refining, and/or formulation of fossil fuel products; their introduction of fossil fuel products into the stream of commerce; their wrongful promotion of their fossil fuel products and concealment of known hazards associated with use of those products; and their failure to pursue less hazardous alternatives available to them; is a substantial factor in causing the increase in global mean temperature and consequent increase in global mean sea surface height." Further, according to the complaints, the Counties "have already incurred, and will foreseeably continue to incur, injuries and damages because of sea level rise caused by [the Energy Companies'] conduct." Such "sea level rise-related injuries and damages" include flooding that causes injury and damages to real property and its improvements, and prevents the "free passage on, use of, and normal enjoyment of that real property, or permanently [destroys] it." For instance, the Counties allege that Surfer's Beach near the city of Half Moon Bay" has lost 140 feet of accessible beach since 1964 due to erosion, which has been exacerbated and substantially contributed to by sea level rise and increased extreme weather." Other injuries caused by sea level rise, according to the Counties, include "infrastructural repair and reinforcement of roads and beach access." Based on these allegations, the complaints assert causes of action for public and private nuisance, strict liability for failure to warn, strict liability for design defect, negligence, negligent failure to warn, and trespass. The Energy Companies removed the three complaints to federal court, asserting multiple bases for subject matter jurisdiction: (1) the Counties' claims raise disputed and substantial federal issues, (2) the Counties' claims are "completely preempted" by federal law; (3) the Counties' claims arose on "federal enclaves"; (4) the Counties' claims arise out of operations on the outer Continental Shelf, (5) the Counties' claims arise from actions that were taken by the Energy Companies pursuant to a federal officer's directions, and (6) the Counties' claims are related to bankruptcy cases. Shortly after the complaints were filed, the County of Santa Cruz, the City of Santa Cruz, and the City of Richmond filed materially similar complaints in California state court. The Energy Companies removed these cases to federal court as well, asserting the same six bases for subject matter jurisdiction. Marathon Petroleum Corporation raised an additional ground for removal: the complaints raised issues concerning maritime activities, giving rise to admiralty jurisdiction. These cases were assigned to the same district judge. The Counties moved to remand each case to state court based on a lack of subject matter jurisdiction. In a reasoned opinion, the district court rejected all the grounds on which the Energy Companies relied for subject matter jurisdiction, but stayed its remand orders to give the Energy Companies an opportunity to appeal. The Energy Companies appealed, and the Ninth Circuit affirmed the district court's determination that no subject matter jurisdiction existed under the federal-officer removal statute. The Ninth Circuit dismissed the rest of the appeal for lack of appellate jurisdiction. Under 28 U.S.C. Section 1447(d), "[1] [a]n order remanding a case to the State court from which it was removed is not reviewable on appeal or otherwise [(referred to as the "non-reviewability clause")], [2] except that an order remanding a case to the State court from which it was removed pursuant to section 1442 or 1443 of this title shall be reviewable by appeal or otherwise [(referred to as the "exceptions clause")]." The Ninth Circuit concluded it lacked authority to review the remand order under the non-reviewability clause because the district court's order remanded the complaints on subject matter jurisdiction grounds, and the non-reviewability clause applies when a district court bases its remand order on subject matter jurisdiction or nonjurisdictional defects. The Ninth Circuit also concluded it lacked authority to review the remand order under the exceptions clause because it was bound by its precedent in Patel v. Del Taco, Inc., 446 F.3d 996, 998 (9th Cir. 2006), which indicated that it had the authority to review only the portion of the district court's remand order that addressed 28 U.S.C. Section 1442(a), federal officer removal, but lacked jurisdiction to review the appeal from the portions of the remand order that considered the other bases for subject matter jurisdiction. Therefore, the appeals court rejected the Energy Companies' argument that 28 U.S.C. Section 1447(d) gave it the authority to conduct plenary review of the district court's remand order and did not address the other bases for removal. The Energy Companies sought review by the Supreme Court. While the Energy Companies' petition for certiorari was pending, the Supreme Court decided BP p.l.c. v. Mayor & City Council of Baltimore, 141 S.Ct. 1532 (2021). Baltimore interpreted Section 1447(d) as permitting appellate review of all the defendants' grounds for removal under that section, and overruled the Fourth Circuit's interpretation of Section 1447(d) as limiting appellate review of a remand order to "the part of the district court's remand order" discussing Section 1442 or 1443. The Supreme Court then granted the petition for writ of certiorari in San Mateo, vacated judgment, and remanded for further consideration in light of Baltimore. On remand, the Ninth Circuit concluded Baltimore has effectively abrogated Patel's reasoning and holding "in such a way that the cases are clearly irreconcilable." Because Baltimore held that Section 1447(d) gives the Ninth Circuit the authority to review the district court's entire remand order, the Ninth Circuit will consider all bases for removal raised by the defendants, rather than addressing only federal officer removal. The Ninth Circuit pointed out it has long held that "removal statutes should be construed narrowly in favor of remand to protect the jurisdiction of state courts." This rule of construction is based on the long-standing principle that "[d]ue regard for the rightful independence of state governments, which should actuate federal courts, requires that they scrupulously confine their own jurisdiction to the precise limits which the statute [authorizing removal jurisdiction] has defined." In keeping with these principles, the Supreme Court has repeatedly affirmed its "deeply felt and traditional reluctance . . . to expand the jurisdiction of federal courts through a broad reading of jurisdictional statutes," the Ninth Circuit notes, citing Merrill Lynch, Pierce, Fenner & Smith Inc. v. Manning, 578 U.S. 374, 389-90 (2016). The Ninth Circuit says its adherence to this doctrine does not change merely because plaintiffs raise novel and sweeping causes of action. The Ninth Circuit therefore rejected the broad interpretations of removal jurisdiction urged on it by the Energy Companies and affirmed the district court's remand order. A full-text copy of the April 19, 2022 Ninth Circuit Opinion penned by Judge Sandra Segal Ikuta is available at https://tinyurl.com/dmcyunbb from Leagle.com. The appeals cases are COUNTY OF SAN MATEO, individually and on behalf of the People of the State of California, Plaintiff-Appellee, v. CHEVRON CORPORATION; CHEVRON U.S.A. INC.; EXXONMOBIL CORPORATION; BP PLC; BP AMERICA, INC.; SHELL PLC; SHELL OIL PRODUCTS COMPANY LLC; CITGO PETROLEUM CORPORATION; CONOCOPHILLIPS; CONOCOPHILLIPS COMPANY; PHILLIPS 66 COMPANY; PEABODY ENERGY CORPORATION; TOTAL E&P USA, INC.; TOTAL SPECIALTIES USA, INC.; ARCH COAL INC.; ENI OIL & GAS, INC.; RIO TINTO ENERGY AMERICA, INC.; RIO TINTO MINERALS, INC.; RIO TINTO SERVICES, INC.; ANADARKO PETROLEUM CORPORATION; OCCIDENTAL PETROLEUM CORPORATION; OCCIDENTAL CHEMICAL CORPORATION; REPSOL ENERGY NORTH AMERICA CORP.; REPSOL TRADING USA CORP.; MARATHON OIL COMPANY; MARATHON OIL CORPORATION; MARATHON PETROLEUM CORP.; HESS CORP.; DEVON ENERGY CORP.; DEVON ENERGY PRODUCTION COMPANY, LP; ENCANA CORPORATION; APACHE CORP., Defendants-Appellants. CITY OF IMPERIAL BEACH, individually and on behalf of the People of the State of California, Plaintiff-Appellee, v. CHEVRON CORPORATION; CHEVRON U.S.A. INC.; EXXONMOBIL CORPORATION; BP PLC; BP AMERICA, INC.; SHELL PLC; SHELL OIL PRODUCTS COMPANY LLC; CITGO PETROLEUM CORPORATION; CONOCOPHILLIPS; CONOCOPHILLIPS COMPANY; PHILLIPS 66 COMPANY; PEABODY ENERGY CORPORATION; TOTAL E&P USA, INC.; TOTAL SPECIALTIES USA, INC.; ARCH COAL INC.; ENI OIL & GAS, INC.; RIO TINTO ENERGY AMERICA, INC.; RIO TINTO MINERALS, INC.; RIO TINTO SERVICES, INC.; ANADARKO PETROLEUM CORPORATION; OCCIDENTAL PETROLEUM CORPORATION; OCCIDENTAL CHEMICAL CORPORATION; REPSOL ENERGY NORTH AMERICA CORP.; REPSOL TRADING USA CORP.; MARATHON OIL COMPANY; MARATHON OIL CORPORATION; MARATHON PETROLEUM CORP.; HESS CORP.; DEVON ENERGY CORP.; DEVON ENERGY PRODUCTION COMPANY, LP; ENCANA CORPORATION; APACHE CORP., Defendants-Appellants. COUNTY OF MARIN, individually and on behalf of the People of the State of California, Plaintiff-Appellee, v. CHEVRON CORPORATION; CHEVRON U.S.A. INC.; EXXONMOBIL CORPORATION; BP PLC; BP AMERICA, INC.; SHELL PLC; SHELL OIL PRODUCTS COMPANY LLC; CITGO PETROLEUM CORPORATION; CONOCOPHILLIPS; CONOCOPHILLIPS COMPANY; PHILLIPS 66 COMPANY; PEABODY ENERGY CORPORATION; TOTAL E&P USA, INC.; TOTAL SPECIALTIES USA, INC.; ARCH COAL INC.; ENI OIL & GAS, INC.; RIO TINTO ENERGY AMERICA, INC.; RIO TINTO MINERALS, INC.; RIO TINTO SERVICES, INC.; ANADARKO PETROLEUM CORPORATION; OCCIDENTAL PETROLEUM CORPORATION; OCCIDENTAL CHEMICAL CORPORATION; REPSOL ENERGY NORTH AMERICA CORP.; REPSOL TRADING USA CORP.; MARATHON OIL COMPANY; MARATHON OIL CORPORATION; MARATHON PETROLEUM CORP.; HESS CORP.; DEVON ENERGY CORP.; DEVON ENERGY PRODUCTION COMPANY, LP; ENCANA CORPORATION; APACHE CORP., Defendants-Appellants. COUNTY OF SANTA CRUZ, individually and on behalf of The People of the State of California; CITY OF SANTA CRUZ, a municipal corporation, individually and on behalf of The People of the State of California; CITY OF RICHMOND, individually and on behalf of The People of the State of California, Plaintiffs-Appellees, v. CHEVRON CORPORATION; CHEVRON U.S.A. INC.; EXXONMOBIL CORPORATION; BP PLC; BP AMERICA, INC.; SHELL PLC; SHELL OIL PRODUCTS COMPANY LLC; CITGO PETROLEUM CORPORATION; CONOCOPHILLIPS; CONOCOPHILLIPS COMPANY; PHILLIPS 66 COMPANY; PEABODY ENERGY CORPORATION; TOTAL E&P USA, INC.; TOTAL SPECIALTIES USA, INC.; ARCH COAL INC.; ENI OIL & GAS, INC.; RIO TINTO ENERGY AMERICA, INC.; RIO TINTO MINERALS, INC.; RIO TINTO SERVICES, INC.; ANADARKO PETROLEUM CORPORATION; OCCIDENTAL PETROLEUM CORPORATION; OCCIDENTAL CHEMICAL CORPORATION; REPSOL ENERGY NORTH AMERICA CORP.; REPSOL TRADING USA CORP.; MARATHON OIL COMPANY; MARATHON OIL CORPORATION; MARATHON PETROLEUM CORP.; HESS CORP.; DEVON ENERGY CORP.; DEVON ENERGY PRODUCTION COMPANY, LP; ENCANA CORPORATION; APACHE CORP., Defendants-Appellants, Nos. 18-15499, 18-15502, 18-15503, 18-16376 (9th Cir.). Theodore J. Boutrous Jr. (argued), Andrea E. Neuman, William E. Thomson, and Joshua S. Lipshutz, Gibson Dunn & Crutcher LLP, Los Angeles, California; Herbert J. Stern and Joel M. Silverstein, Stern & Kilcullen LLC, Florham Park, New Jersey; Neal S. Manne, Johnny W. Carter, Erica Harris, and Steven Shepard, Susman Godfrey LLP, Houston, Texas; for Defendants-Appellants Chevron Corporation and Chevron U.S.A. Inc. M. Randall Oppenheimer and Dawn Sestito, O'Melveny & Myers LLP, Los Angeles, California; Theodore V. Wells Jr., Daniel J. Toal, and Jaren Janghorbani, Paul Weis Rifkind Wharton & Garrison LLP, New York, New York; for Defendant-Appellant Exxon Mobil Corporation. Jonathan W. Hughes, Arnold & Porter Kaye Scholer LLP, San Francisco, California; Matthew T. Heartney and John D. Lombardo, Arnold & Porter Kaye Scholer LLP, Los Angeles, California; Philip H. Curtis and Nancy Milburn, Arnold & Porter Kaye Scholer LLP, New York, New York; for Defendants-Appellants BP PLC and BP America Inc. Daniel B. Levin, Munger Tolles & Olson LLP, Los Angeles, California; Jerome C. Roth and Elizabeth A. Kim, Munger Tolles & Olson LLP, San Francisco, California; David C. Frederick and Brendan J. Crimmins, Kellogg Hansen Todd Figel & Frederick PLLC, Washington, D.C.; for Defendants-Appellants Shell PLC and Shell Oil Products Company LLC. Craig A. Moyer and Peter Duchesneau, Manatt Phelps & Phillips LLP, Los Angeles, California; Stephanie A. Roeser, Manatt Phelps & Phillips LLP, San Francisco, California; Nathan P. Eimer, Lisa S. Meyer, Pamela R. Hanebutt, and Raphael Janove, Eimer Stahl LLP, Chicago, Illinois; for Defendant-Appellant CITGO Petroleum Corporation. Sean C. Grimsley and Jameson R. Jones, Bartlit Beck LLP, Denver, Colorado; Megan R. Nishikawa and Nicholas A. Miller-Stratton, King & Spalding LLP, San Francisco, California; Traci J. Renfroe and Carol M. Wood, King & Spalding LLP, Houston, Texas; for Defendants-Appellants ConocoPhillips and ConocoPhillips Company. Steven M. Bauer and Margaret A. Tough, Latham & Watkins LLP, San Francisco, California; for Defendant-Appellant Phillips 66 Company. William M. Sloan and Jessica L. Grant, Venable LLP, San Francisco, California, for Defendant-Appellant Peabody Energy Corporation. Christopher W. Keegan, Kirkland & Ellis LLP, San Francisco, California; Andrew R. McGaan, Kirkland & Ellis LLP, Chicago, Illinois; Anna G. Rotman, Kirkland & Ellis LLP, Houston, Texas; Bryan D. Rohm, Total E&P USA Inc., Houston, Texas; for Defendants-Appellants Total E&P USC Inc. and Total Specialties USA Inc. Thomas F. Koegel, Crowell & Moring LLP, San Francisco, California; Kathleen Taylor Sooy and Tracy A. Roman, Crowell & Moring LLP, Washington, D.C.; for Defendant-Appellant Arch Coal Inc. David E. Cranston, Greenberg Glusker Fields Claman & Machtinger LLP, Los Angeles, California, for Defendant-Appellant Eni Oil & Gas Inc. Mark McKane, Kirkland & Ellis LLP, San Francisco, California; Andrew A. Kassoff and Brenton Rogers, Kirkland & Ellis LLP, Chicago, Illinois; for Defendants-Appellants Rio Tinto Energy America Inc., Rio Tinto Minerals Inc., and Rio Tinto Services Inc. Bryan M. Killian, Morgan Lewis & Bockius LLP, Washington, D.C.; James J. Dragna and Yardena R. Zwang-Weissman, Morgan Lewis & Bockius LLP, Los Angeles, California; for Defendant-Appellant Anadarko Petroleum Corporation. Marc A. Fuller and Matthew R. Stammel, Vinson & Elkins LLP, Dallas, Texas; Stephen C. Lewis and R. Morgan Gilhuly, Barg Coffin Lewis & Trapp LLP, San Francisco, California; for Defendants-Appellants Occidental Petroleum Corporation, and Occidental Chemical Corporation. Christopher J. Carr and Jonathan A. Shapiro, Baker Botts LLP, San Francisco, California; Scott Janoe, Baker Botts LLP, Houston, Texas; Evan Young, Baker Botts LLP, Austin, Texas; Megan Berge, Baker Botts LLP, Washington, D.C. for Defendants-Appellants Repsol Energy North America Corp. Repsol Trading USA Corp., Marathon Oil Company, Marathon Oil Corporation, and Hess Corp. Shannon S. Broome and Ann Marie Mortimer, Hunton Andrews Kurth LLP, San Francisco, California; Shawn Patrick Regan, Hunton Andrews Kurth LLP, New York, New York; for Defendant-Appellant Marathon Petroleum Corp. Gregory Evans, McGuireWoods LLP, Los Angeles, California; Steven R. Williams, Joy C. Fuhr, and Brian D. Schmalzbach, McGuireWoods LLP, Richmond, Virginia; for Defendants-Appellants Devon Energy Corp. and Devon Energy Production Company LP. Michael F. Healy, Shook Hardy & Bacon LLP, San Francisco, California; Michael L. Fox, Duane Morris LLP, San Francisco, California; for Defendant-Appellant Encana Corporation. Mortimer Hartwell, Vinson & Elkins LLP, San Francisco, California; Patrick W. Mizell and Deborah C. Milner, Vinson & Elkins LLP, Houston, Texas; for Defendant-Appellant Apache Corp. Victor M. Sher (argued), Matthew K. Edling, Katie H. Jones, and Martin D. Quiñones, Sher Edling LLP, San Francisco, California; Kevin K. Russell, Sarah H. Harrington, and Charles H. Davis, Goldstein & Russell P.C., Bethseda, Maryland; for Plaintiffs-Appellees. John C. Beiers, County Counsel; Paul A. Okada, and David A. Silberman, Chief Deputies; Margaret V. Tides and Matthew J. Sanders, Deputies; Office of the San Mateo County Counsel, Redwood City, California; for Plaintiff-Appellee County of San Mateo. Jennifer Lyon, City Attorney; Steven E. Boehmer, Assistant City Attorney; Imperial Beach City Attorney, La Mesa, California; for Plaintiff-Appellee City of Imperial Beach. Brian E. Washington, County Counsel; Brian C. Case and Brandon Halter, Deputy County Counsel; Office of the Marin County Counsel, San Rafael, California; for Plaintiff-Appellee County of Marin. Dana McRae and Jordan Sheinbaum, Office of the Counsel Counsel, Santa Cruz, California, for Plaintiff-Appellee County of Santa Cruz. Anthony P. Condotti, City Attorney, Office of the City Attorney, Santa Cruz, California, for Plaintiff-Appellee City of Santa Cruz. Bruce Reed Goodmiller and Rachel H. Sommovilla, Office of the City Attorney, Richmond, California, for Plaintiff-Appellee City of Richmond. Zachary D. Tripp and Lauren E. Morris, Weil Gotshal & Manges LLP, Washington, D.C.; Sarah M. Sternlieb, Weil Gotshal & Manges LLP, New York, New York; Peter D. Keisler, C. Frederick Beckner III, Ryan C. Morris, and Tobias S. Loss-Eaton, Sidley Austin LLP, Washington, D.C.; Steven P. Lehotsky, Michael B. Schon, and Jonathan D. Urick, U.S. Chamber Litigation Center, Washington, D.C.; for Amicus Curiae Chamber of Commerce of the United States of America. Robert S. Peck, Center for Constitutional Litigation P.C., Washington, D.C.; Gerson H. Smoger, Smoger & Associates P.C., Dallas, Texas; for Amici Curiae Senator Sheldon Whitehouse. Michael Burger, Morningside Heights Legal Services Inc., New York, New York, for Amici Curiae National League of Cities, U.S. Conference of Mayors, and International Municipal Lawyers Association. Scott L. Nelson and Allison M. Zieve, Public Citizen Litigation Group, Washington, D.C., for Amicus Curiae Public Citizen Inc. James R. Williams, County Counsel; Greta S. Hansen, Chief Assistant County Counsel; Laura S. Trice, Lead Deputy County Counsel; Tony LoPresti, Deputy County Counsel; Office of Santa Clara County Counsel, San Jose, California; for Amicus Curiae California State Association of Counties. Daniel P. Mensher and Alison S. Gaffney, Keller Rohrback LLP, Seattle, Washington, for Amici Curiae Robert Brule, Center for Climate Integrity, Justin Farrell, Benjamin Franta, Stephan Lewandowsky, Naomi Oreskes, and Geoffrey Supran. William A. Rossbach, Rossbach Law P.C., Missoula, Montana; Kenneth L. Adams, Adams Holcomb LLP, Washington, D.C.; for Amici Curiae Mario J. Molina, Michael Oppenheimer, Susanne C. Moser, Donald J. Wuebbles, Gary Griggs, Peter C. Frumhoff, and Kirstina Dahl. Rob Bonta, Attorney General; Sally Magnani, Senior Assistant Attorney General; David A. Zonana, Supervising Deputy Assistant Attorney General; Erin Ganahl and Heather Leslie, Deputy Attorneys General; Attorney General's Office, California Department of Justice, Oakland, California; Letitia James, Attorney General, New York, New York; Brian E. Frosh, Attorney General, Baltimore, Maryland; Gurbir S. Grewal, Attorney General, Trenton, New Jersey; Ellen F. Rosenblum, Attorney General, Salem, Oregon; Peter F. Neronha, Attorney General, Providence, Rhode Island; Thomas J. Donovan Jr., Attorney General, Montpelier, Vermont; Robert W. Ferguson, Attorney General, Olympia, Washington; for Amici Curiae States of California, New York, Maryland, New Jersey, Oregon, Rhode Island, Vermont, and Washington. Peter Huffman, Natural Resources Defense Council, Washington, D.C.; Ian Fein, Natural Resources Defense Council, San Francisco, California; for Amicus Curiae Natural Resources Defense Council Inc. About Peabody Energy Corp. Peabody Energy Corporation (NYSE:BTU) is involved in mining and sale of thermal coal to electric utilities and metallurgical coal for industrial customers. The company was founded in 1883 and is headquartered in St. Louis, Missouri. On April 13, 2016, Peabody Energy along with affiliates sought Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 16-42529) and emerged from bankruptcy in April 2017. The Debtors had Jones Day as general counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; and FTI Consulting, Inc., as financial advisors. The Creditors Committee retained Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC, as financial advisor. * * * In November 2020, S&P Global Ratings lowered its ratings on U.S.-based coal producer Peabody Energy Corp., including lowering its issuer credit rating to 'CCC-'from 'CCC+', and placed all ratings on Peabody on CreditWatch with negative implications. S&P said, "The rating downgrade reflects our view that Peabody could breach its first-lien leverage covenant in the next six months. This could cause a cross-default under the terms of its senior notes, accounts-receivable securitization program, and certain lease agreements. We do not think that the company will have sufficient liquidity to repay $1.6 billion of debt if maturities are accelerated." PELCO STRUCTURAL: Exclusivity Period Extended to June 14 -------------------------------------------------------- Pelco Structural, LLC has been given more time to control its bankruptcy while it works to resolve its dispute with Exelon Business Services, LLC. Judge Janice Loyd of the U.S. Bankruptcy Court for the Western District of Oklahoma extended the exclusivity period for the company to file a Chapter 11 plan and solicit acceptances for the plan to June 14 and Aug. 12, respectively. Pelco has recently reached an agreement in principle with Exelon, one of its largest creditors, which will allow the company to file a Chapter 11 plan of reorganization supported by the creditor. The finer details of this settlement are still being negotiated, according to a motion filed by the company in court. About Pelco Structural Pelco Structural, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 21-11926) on July 16, 2021. In the petition signed by Stephen P. Parduhn, president and chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Janice D. Loyd oversees the case. Clayton D. Ketter, Esq., at Phillips Murrah P.C. and Warkentin & McElyea serve as the Debtor's legal counsel and accountant, respectively. Pelco Industries, Inc., as lender, is represented by Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C. Exelon Business Services Company, LLC, as lender, is represented by Kiran A. Phansalkar, Esq. at Conner & Winters, LLP; and Charles S. Stahl, Jr., Esq., and Joseph P. Kincaid, Esq., at Swanson, Martin & Bell, LLP. PIONEER CONTRACTING: Seeks to Tap QCS as Accountant --------------------------------------------------- Pioneer Contracting Corporation, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ QCS Accounting, Inc. as its accountant. The Debtor needs an accountant to assist in the preparation of its tax returns and to provide general accounting services. Dhaval Patel, the firm's president, will be paid at his hourly rate of $150, while the hourly rates of other employees range from $55 to $150. Mr. Patel disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dhaval Patel QCS Accounting, Inc. 9228 Homestretch Ct. Laurel, MD 20723 Telephone: (301) 807-0870 About Pioneer Contracting Pioneer Contracting Corporation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-11451) on Mar. 21, 2022, listing up to $50,000 in assets and up to $10 million in liabilities. Bhialal B. Patel, president, signed the petition. Judge Nancy V. Alquist oversees the case. The Debtor tapped RLC Lawyers & Consultants as legal counsel and Dhaval Patel at QCS Accounting, Inc. as accountant. POCONO MOUNTAIN: Seeks to Hire William Owens & Co. as Accountant ---------------------------------------------------------------- Pocono Mountain Lake Forest Community Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ William Owens & Company, CPA as its accountant. The firm will render these services: (a) prepare monthly operating reports (MORs) as required by the Bankruptcy Code and Rules and the Local Bankruptcy Rules; (b) prepare state and federal tax returns; (c) prepare financial statements and other such financial reports; (d) investigate prior accounting and financial affairs of the Debtor by prior officers and boards of directors, if necessary and beneficial to the bankruptcy estate; and (e) assist and advise the Debtor in performing the other official functions as set forth in the Bankruptcy Code. The firm will be paid at the rate of $80 per hour for staff accountants and $115 to $150 per hour for certified public accountants. In addition, the firm will seek reimbursement for expenses incurred. Anne Weaver, a certified public accountant at William Owens & Company, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anne Weaver, CPA William Owens & Company, CPA 5 John St. #2 Carbondale, PA 18407 Telephone: (570) 281-9761 About Pocono Mountain Lake Forest Community Association Pocono Mountain Lake Forest Community Assn, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 22-00481) on Mar. 16, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Jill M. Spott serves as Subchapter V trustee. Judge Mark J. Conway oversees the case. The Debtor tapped John J. Martin, Esq., at the Law Offices John J. Martin as legal counsel and William Owens & Company, CPA as accountant. RESIDEO TECHNOLOGIES: S&P Upgrades ICR to 'BB+', Outlook Stable --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on residential building products maker and distributor Resideo Technologies Inc. to 'BB+' from 'BB' and its issue-level rating on its senior unsecured notes due 2029 to 'BB+' from 'BB'. S&P affirmed its 'BBB-' issue level rating on Resideo's first-lien debt. The stable outlook reflects S&P's expectation the demand for the company's products, along with its price increases to offset inflation, will be sufficient to support a level of EBITDA that translates to S&P Global Ratings-adjusted leverage of less than 3x, even after incorporating modest levels of potential acquisition activity and shareholder returns. Resideo demonstrated a continued solid operating performance through the first quarter of 2022, supported by good demand for its products and its ability to offset inflationary headwinds with price increases. The company's improved EBITDA enabled it to reduce its S&P Global Ratings-adjusted leverage to the low-2x area and increase its S&P Global Ratings-adjusted trailing 12-month (TTM) EBITDA margin to about 12.5% as of the end of the first quarter, which compares with S&P Global Ratings-adjusted leverage of 3.8x and an S&P Global Ratings-adjusted margin of about 9% as of the end of 2020. S&P said, "We forecast Resideo will maintain S&P Global Ratings-adjusted leverage of about 2x, which is a level we view as aligned with our 'BB+'; issuer credit rating. Our leverage expectation incorporates our forecast for a low-teens percent increase in the company's revenue and an approximately 25% expansion in its S&P Global Ratings-adjusted EBITDA in 2022. This follows the 15% improvement in its revenue and material EBITDA growth it reported in 2021 relative to 2020, when its results were negatively affected by the coronavirus pandemic. "Our revenue assumption reflects our belief that the tailwinds that supported the good demand for Resideo's products through the first quarter of 2022 will persist through 2023 because we expect consumers to continue to invest in products that increase their comfort by managing their air, water, security, and energy. Furthermore, we expect the volume of housing starts to remain stable through 2023, which will likely support continued demand. Resideo's revenue improved by 15.3% year over year in 2021 and 6% year over year in the first quarter of 2022. Despite the increase in its revenue, the company's volumes are still constrained by component availability. "We forecast the company will maintain an S&P Global Ratings-adjusted EBITDA margin of around 12% to 14% by offsetting its cost inflation with price increases and realizing cost synergies from its acquisition of First Alert. Resideo's S&P Global Ratings-adjusted EBITDA margin improved to 12.5% as of the end of 2021 from 9.3% as of the end of 2020. The company was able to achieve this despite the increasing prevalence of vendor supply issues, particularly in categories such as video surveillance and intrusion, which resulted in its maintenance of a significant backlog as of the end of the year. In addition, component shortages in its Products and Solutions business have challenged its ability to meet its customer demand, which could limit any further improvement in its margin. "Resideo has a sufficient cushion to absorb a modest underperformance while maintaining S&P Global Ratings-adjusted leverage below our expected threshold for the current rating. While the risks of a potential pull back in demand and incremental supply chain headwinds persist, our forecast for S&P Global Ratings-adjusted leverage of about 2x represents a cushion of about a full turn relative to our 3x downgrade threshold. This level of cushion should be sufficient for Resideo to absorb a modest operating underperformance while maintaining leverage of less than 3x, even after incorporating potential acquisitions and shareholder returns. "Although Resideo continues to expand its EBITDA base through acquisitions, its cash flow base remains concentrated in the residential and commercial construction end markets, which could lead to some volatility in its operating performance. The company's recent acquisitions have expanded its product and services base outside of the home comfort category, though its offerings remain concentrated in the home and commercial residential end markets. In 2021, Resideo completed the acquisitions of Shoreview and Norfolk, which expanded its footprint into the data communications and audiovisual markets. In February 2022, the company completed its acquisition of Arrow Wire & Cable to complement the sales in its Norfolk business. In addition, Resideo's purchase of First Alert (completed March 2020), which produces in-home safety products--including home alarms, smoke detectors, and fire safety products--expanded its residential environment portfolio. The close adjacency of these product lines in its manufacturing and distribution facilities should enable it to realize $30 million of annual synergies. "The stable outlook on Resideo reflects our expectation the demand for the company's products, along with its price increases to offset inflation, will be sufficient to support a level of EBITDA that translates to S&P Global Ratings-adjusted leverage of less than 3x, even after incorporating modest levels of potential acquisition activity and shareholder returns. "We could lower our ratings on Resideo S&P Global Ratings-adjusted leverage remains elevated above 3x without clear prospects for recovery. This could occur due to adverse macroeconomic conditions, such as a decline in housing starts and reduced construction spending, or if company-specific challenges reduce its EBITDA margin or lead to increased volatility in its operating performance. "We could raise our rating on Resideo if we expect its S&P Global Ratings-adjusted leverage to remain below 2x, its free operating cash flow to debt to materially exceed 25%, and we believe management's financial policy is aligned with maintaining its credit measures at these levels on a sustainable basis. Before raising our rating, we would also want to ensure the company's leverage will be sufficiently below 2x even after incorporating operating performance declines through periods of stress." ESG credit indicators: E-2; S-2; G-2 SHAPE TECHNOLOGIES: S&P Upgrades ICR to 'B-', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised all of its ratings on Shape Technologies Group Inc., including its issuer credit rating, by one notch to 'B-' from 'CCC+'. S&P said, "The stable outlook reflects our expectation that a continued increase in demand in Shape's end markets will enable it to maintain leverage in the 6x-7x range and S&P Global Ratings-adjusted EBITDA margins in the mid-teens percent range despite ongoing supply chain headwinds and macroeconomic challenges. It also reflects our view that the company will likely be able to successfully extend the maturity of its asset-based lending (ABL) revolving credit facility, which comes due in April 2023. "Despite the difficult operating conditions, we believe the tailwinds that supported Shape's revenue and EBITDA expansion in 2021 will continue over the next 12 months, enabling it to maintain S&P Global Ratings-adjusted leverage of between 6x and 7x.The company's end-market demand has continued to improve, with its increasing systems and aftermarket activity leading to a solid expansion in its revenue in 2021 following the pandemic-induced disruptions it experienced the previous year. We expect Shape will continued to increase its revenue toward its pre-pandemic levels due to the high demand for automation projects and, in part, the lack of available skilled workers and ongoing labor cost inflation. Furthermore, we forecast the company will maintain an S&P Global Ratings-adjusted EBITDA margin in the mid-teens percent area given our expectation for increasing revenue and our belief that it will sustain the cost efficiencies it achieved over the past several quarters. While inflationary cost headwinds will likely pressure its profitability over the short term, we believe Shape maintains the ability pass along rising costs, such as higher metal prices, to its customers. "We expect Shape to maintain adequate liquidity and generate positive cash flow over the next 12 months.While its ABL and cash flow revolving credit facilities will become due in a year, we believe its funds from operations (FFO) and excess cash on hand will be sufficient to cover its modest working capital needs, mandatory debt repayment, and capital expenditures (capex). That said, we expect the company to extend the maturity of its revolving credit facilities in a timely manner. Further, we anticipate that its improving profitability will support positive free operating cash flow generation in the $10 million-$15 million range in 2022. Additionally, if the financial covenant package on its revolvers remains unchanged after it extends the facilities, we expect the company will maintain a strong cushion under its required covenant levels over the next 12 months. "We believe the lagging recovery in the automotive and aerospace markets will stymie Shape's ability to exceed its pre-pandemic performance this year.Historically, the automotive and aerospace industries accounted for about a third of the company's total revenue. While pandemic-related disruptions have reduced its exposure to those end markets, a faster-than-anticipated recovery in either industry would help strengthen Shape's financial profile. However, the ongoing Russia-Ukraine conflict has pushed out our recovery expectations for these end markets, further exacerbating the ongoing semiconductor shortage and supply challenges. Aerospace demand is also lagging because certain international routes are just beginning to reopen and the demand for widebody planes is still recovering from the pandemic-related decline. Nevertheless, Shape benefits from its strong installed base of about 14,000 ultra-high-pressure (UHP) pumps. UHP processing is more consumable by nature, thus it provides the company with stable, higher-margin aftermarket revenue. Services and aftermarket revenue accounted for about 60% of Shape's 2021 revenue, which--in our view--helps to partially mitigate its exposure to more cyclical end markets. "The stable outlook reflects our expectation that a continued increase in demand in Shape's end markets will enable it to maintain leverage in the 6x-7x range and S&P Global Ratings-adjusted EBITDA margins in the mid-teens percent range over the next year despite ongoing supply chain headwinds and macroeconomic challenges. We also believe that the company will successfully refinance its ABL revolving credit facility." S&P could lower its ratings on Shape over the next 12 months if: -- Its operating results unexpectedly weaken such that its capital structure became unsustainable; or -- Its liquidity becomes constrained due to a cash flow deficit or an inability to extend the maturity of its ABL revolver. S&P said, "Although unlikely in the next year, we could raise our ratings on Shape if its employs more conservative financial policies such that we expect it to maintain debt to EBITDA of less than 6.0x, including potential future acquisitions and shareholder returns, for a sustained period. We would also need to believe the company's owners would be supportive of this improved level of leverage." SHURWEST LLC: Gets Approval to Hire Gerald Maltz as Mediator ------------------------------------------------------------ Shurwest, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to employ Gerald Maltz, Esq., an attorney practicing in Ariz., as its mediator. The Debtor requires a mediator to mediate issues and claims underlying in the Debtor's Chapter 11 case. Mr. Maltz will be billed at his hourly rate of $395, plus reimbursement for expenses incurred. The Debtor has agreed to pay Mr. Maltz a retainer fee of $1,500 upon approval of his employment. Mr. Maltz disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gerald Maltz, Esq. S. Church Ave., Ste. 900 Tucson, AZ 85701 Telephone: (520) 792-3836 Email: gmaltz@mpfmlaw.com About Shurwest LLC Shurwest, LLC, a Scottsdale, Ariz.-based company that specializes in fixed indexed annuities and life insurance, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 21-06723) on Aug. 31, 2021, listing as much as $10 million in both assets and liabilities. James Maschek, president, signed the petition. Judge Daniel P. Collins oversees the case. The Debtor tapped Isaac D. Rothschild, Esq., at Mesch Clark Rothschild as bankruptcy counsel and Wyche, PA and King & Spalding LLP, and Dentons as special counsels. SMILE STREET: Seeks to Hire Meridian Law as Bankruptcy Counsel -------------------------------------------------------------- Smile Street Dental, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Meridian Law, LLC to handle its Chapter 11 case. The firm will be billed at its regular hourly rate of $350, plus reimbursement for expenses incurred. Aryeh Stein, Esq., a member of Meridian Law, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aryeh E. Stein, Esq. Meridian Law, LLC 1212 Reisterstown Road Baltimore, MD 21208 Telephone: (443) 326-6011 Facsimile: (410) 653-9061 Email: astein@meridianlawfirm.com About Smile Street Dental Smile Street Dental, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12046) on April 18, 2022, listing under $1 million in both assets and liabilities. Dr. Amber Royal, member, signed the petition. Judge David E. Rice oversees the case. Aryeh E. Stein, Esq., at Meridian Law, LLC serves as the Debtor's counsel. STAIN-LESS INC: Seeks to Hire Davidoff Hutcher & Citron as Counsel ------------------------------------------------------------------ Stain-Less, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Davidoff Hutcher & Citron, LLP as its legal counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued management of its property and affairs; (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare legal papers; (d) appear before the bankruptcy court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties-in-interest; (f) advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business; (g) represent the Debtor in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 - $775 Paraprofessionals $195 - $260 In addition, the firm will seek reimbursement for expenses incurred. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan Pasternak, Esq. Davidoff Hutcher & Citron LLP 605 Third Avenue New York, NY 10158 Telephone: (212) 557-7200 Facsimile: (212) 286-1884 Email: jsp@dhclegal.com About Stain-Less Inc. Stain-Less, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-70689) on April 8, 2022, listing under $1 million in both assets and liabilities. David Rosenblatt, President, signed the petition. Judge Louis A. Scarcella oversees the case. Jonathan Pasternak, Esq., at Davidoff Hutcher & Citron LLP serves as the Debtor's counsel. TEN DOLLAR: Amends Plan to Include Dept. of Revenue & Labor Claims ------------------------------------------------------------------ Ten Dollar Car Wash, LLC, submitted a Second Amended Disclosure Statement in support of Plan of Reorganization dated May 3, 2022. The purpose of the Plan is to restructure the Debtor's obligations so that it can be satisfied in full over time by the Debtor's cash flow from the operation of the business. The Debtor believes that the reorganization contemplated by the Plan is in its best interest and the best interest of all the Debtor's creditors. Class 6 consists of the priority claim of the TN Dept. of Revenue in the amount of $4,327.68. Allowed Priority claim of TN Dept. of Revenue shall have an Allowed Priority Claim in the amount of $4,327.68 with a 9.5 percent (9.5%) interest rate and a monthly payment of $90.36. Class 7 consists of the priority claim of the TN Dept. of Labor-Bureau of Unemployment Insurance in the amount of $4,633.37. Allowed Priority Claim of TN Department of Labor Bureau of Unemployment Insurance the amount of $4,633.37 with an interest rate of 12 percent (12%) with a monthly payment of $103.06. Class 8 TN Dept. of Revenue consists of an unsecured claim in the amount of $1,102.49. Allowed Unsecured claim of TN Dept. of Revenue shall have an Allowed Unsecured Claim in the amount of $1,102.43 at an interest rate of 9.5 percent (9.5%) with a monthly payment of $15.31. Class 9 consists of TN Department of Labor-Bureau of Unemployment Insurance. Claim 8 consists of an unsecured claim in the amount of $140.00 to be paid in a lump sum thirty (30) days after the effective date. The Plan will be funded by the Reorganized Debtor's (a) cash on hand and monthly income. A full-text copy of the Second Amended Disclosure Statement dated May 3, 2022, is available at https://bit.ly/3wfwoDV from PacerMonitor.com at no charge. Counsel for Debtor: John E. Dunlap, Esq. Law Office of John E. Dunlap PC 3340 Polar Avenue, Suite 320 Memphis, TN 38111 Tel: (901) 320-1603 Fax: (901) 320-6914 Email: jdunlap00@gmail.com About Ten Dollar Car Wash LLC Ten Dollar Car Wash, LLC filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tenn. Case No. 21-23046) on Sept. 17, 2021, listing as much as $500,000 in both assets and liabilities. Judge M. Ruthie Hagan presides over the case. The Law Office of John E. Dunlap serves as the Debtor's legal counsel. UNITED PROMOTIONS: Taps Kilpatrick Townsend & Stockton as Counsel ----------------------------------------------------------------- United Promotions, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Kilpatrick Townsend & Stockton, LLP as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor regarding its powers and duties in the operation of its business and management of its properties; (b) prepare legal papers; (c) take all necessary actions in connection with any Subchapter V plan and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; (d) appear in court and protect the interest of the Debtor before the court; and (e) perform all other necessary legal services for the Debtor. The hourly rates of the firm's counsel and staff are as follows: Todd C. Meyers, Partner $1,340 Colin Bernardino, Partner $970 Kelly Moynihan, Associate $575 Jennipher Borey, Paralegal $300 In addition, the firm will seek reimbursement for expenses incurred. As of the petition date, the firm holds a total retainer of $144,717. Todd Meyers, Esq., a partner at Kilpatrick Townsend & Stockton, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd C. Meyers, Esq. Colin M. Bernardino, Esq. Kilpatrick Townsend & Stockton LLP 1100 Peachtree Street, NE, Suite 2800 Atlanta, GA 30309-4530 Telephone: (404) 815-6500 Facsimile: (404) 815-6555 Email: tmeyers@kilpatricktownsend.com cbernardino@kilpatricktownsend.com About United Promotions United Promotions Inc. -- https://www.upitrading.com -- is an Atlanta, Georgia-based international trading company that innovates sanitizing and biochemical products. United Promotions sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 22-52993) on April 19, 2022. In the petition filed by Catalina Figueredo, executive vice president and marketing director, the Debtor disclosed up to $1 million in estimated assets and up to $10 million in estimated liabilities. Todd C. Meyers, Esq., at Kilpatrick Townsend & Stockton, LLP is the Debtor's counsel. [*] Amazon FBA Strong Growth Opportunity for Asset-Based Lenders ---------------------------------------------------------------- Fulfillment by Amazon (FBA) could be the next frontier for asset-based lenders seeking to grow their portfolios -- but they need to grasp the unique challenges and risks of loaning to sellers utilizing the fast-growing ecommerce channel, advises Ryan Davis, Managing Director of Valuation Services at Tiger Group, in a Q&A with ABL Advisor. "Inventory quality at FBA is excellent," Mr. Davis says in the May 4 feature article. "However, assessing borrower health and Net Orderly Liquidation Value (NOLV) in this space requires stepped-up capabilities in data analytics. There are also a lot of misconceptions out there that need to be dispelled." In the Q&A ("Tiger's Appraisal Chief Sees Prime ABL Opportunities at Amazon FBA"), Mr. Davis points to the crucial distinction between FBA and the Marketplace model. In the former, a company sends its inventory to Amazon's warehouses and Amazon handles all fulfilment; in the latter, a company sells through Amazon but fulfills orders out of its own warehouse. "I believe that a lot of the fears in our industry stem from that Marketplace model, wherein the seller has control over its own fulfillment," Mr. Davis explained. "It is absolutely true that these sellers face a substantial risk of being shut down by Amazon in a liquidation, because they're more likely to run afoul of Amazon's exacting standards for timely order fulfillment and returns. We'd recommend approaching such deals with caution." But where Tiger sees massive opportunity for ABLs is Amazon's FBA model, Mr. Davis clarifies. "With FBA, the sellers physically send inventory to Amazon's warehouses and, by doing so, basically eradicate operations risks," he notes. "That's because Amazon uses its own infrastructure, expertise and personnel to handle the ordering and fulfillment end of things." Quizzed by ABL Advisor about prevailing misconceptions in the industry, Mr. Davis explains that many lenders still believe Amazon will suspend or cancel the borrower's account if the borrower discounts too much. "It is very well-documented that Amazon does not interfere in pricing," Mr. Davis says. Lenders have also asked whether manufacturers can prevent FBA sellers from selling below MSRP/MAP. "The answer is 'no' -- the biggest threat a vendor can hold over a reseller is to prevent the reseller from buying more," Mr. Davis explains, "but they can't take any punitive action for selling below a certain price." He dispels similar concerns that Amazon forbids running liquidation sales on FBA (or use of the term "liquidation"); that the cost of returns undermines the viability of liquidating FBA inventory; and that seller accounts will be shut down if inventories fall below certain thresholds. But Mr. Davis, who led the Tiger team that liquidated $20 million of Shoes.com inventory primarily through Amazon FBA, does acknowledge the unique challenges of running a liquidation through FBA. "For traditional retail liquidations, it takes an experienced merchant to know how consumers will respond to discounts and sale language," he says. "An Amazon FBA liquidation is more about objective data and pure price than subjective merchandising and marketing creativity. What you need to make good predictions is lots and lots of data as well as a great analytics engine, and the right analysts." The Amazon world also changes much faster than brick-and-mortar retail, which is why Tiger has been building its predictive analytics model for years, he notes. "Since we appraise so many FBA operators, we can keep our finger on the pulse of both the latest Amazon policies and also the data trends, which keeps us ahead of the curve," Mr. Davis told the publication. In conclusion, he explains why the FBA business model, with its low fixed costs, is better able to absorb marketplace shifts, making many of these borrowers quite resilient. "Just like yesterday's brick-and-mortar retailers, FBA sellers are hungry for the capital they need to grow," Mr. Davis says. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ ------- ------ 7GC & CO HOLD-A VII US 231.2 -19.0 0.1 7GC & CO HOLDING VIIAU US 231.2 -19.0 0.1 ACCELERATE DIAGN AXDX* MM 83.0 -35.1 66.4 AEMETIS INC DW51 GR 160.8 -120.2 -44.6 AEMETIS INC AMTX US 160.8 -120.2 -44.6 AEMETIS INC AMTXGEUR EU 160.8 -120.2 -44.6 AEMETIS INC AMTXGEUR EZ 160.8 -120.2 -44.6 AEMETIS INC DW51 GZ 160.8 -120.2 -44.6 AEMETIS INC DW51 TH 160.8 -120.2 -44.6 AEMETIS INC DW51 QT 160.8 -120.2 -44.6 AERIE PHARMACEUT AERIEUR EU 395.5 -125.7 201.7 AERIE PHARMACEUT 0P0 GR 395.5 -125.7 201.7 AERIE PHARMACEUT 0P0 TH 395.5 -125.7 201.7 AERIE PHARMACEUT 0P0 QT 395.5 -125.7 201.7 AERIE PHARMACEUT AERI US 395.5 -125.7 201.7 AERIE PHARMACEUT 0P0 GZ 395.5 -125.7 201.7 AIR CANADA AC CN 29,724.0 -1,159.0 2,055.0 AIR CANADA ADH2 QT 29,724.0 -1,159.0 2,055.0 AIR CANADA ACEUR EZ 29,724.0 -1,159.0 2,055.0 AIR CANADA ADH2 GR 29,724.0 -1,159.0 2,055.0 AIR CANADA ACEUR EU 29,724.0 -1,159.0 2,055.0 AIR CANADA ADH2 TH 29,724.0 -1,159.0 2,055.0 AIR CANADA ACDVF US 29,724.0 -1,159.0 2,055.0 AIR CANADA ADH2 GZ 29,724.0 -1,159.0 2,055.0 ALPHA CAPITAL -A ASPC US 231.1 212.7 1.0 ALPHA CAPITAL AC ASPCU US 231.1 212.7 1.0 ALTENERGY ACQU-A AEAE US 0.5 -0.1 -0.1 ALTENERGY ACQUIS AEAEU US 0.5 -0.1 -0.1 ALTICE USA INC-A 15PA GZ 33,144.1 -626.6 -1,994.4 ALTICE USA INC-A ATUS US 33,144.1 -626.6 -1,994.4 ALTICE USA INC-A ATUSEUR EU 33,144.1 -626.6 -1,994.4 ALTICE USA INC-A 15PA TH 33,144.1 -626.6 -1,994.4 ALTICE USA INC-A 15PA GR 33,144.1 -626.6 -1,994.4 ALTICE USA INC-A ATUS* MM 33,144.1 -626.6 -1,994.4 ALTICE USA INC-A ATUS-RM RM 33,144.1 -626.6 -1,994.4 ALTIRA GP-CEDEAR MOC AR 40,235.0 -1,760.0 -4,166.0 ALTIRA GP-CEDEAR MOD AR 40,235.0 -1,760.0 -4,166.0 ALTIRA GP-CEDEAR MO AR 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MO* MM 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC PHM7 TH 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MO TE 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MOEUR EU 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MO US 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MO SW 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC ALTR AV 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC PHM7 GR 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC PHM7 GZ 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC 0R31 LI 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MO CI 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MOUSD SW 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MOEUR EZ 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC PHM7 QT 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP INC MO-RM RM 40,235.0 -1,760.0 -4,166.0 ALTRIA GROUP-BDR MOOO34 BZ 40,235.0 -1,760.0 -4,166.0 AMC ENTERTAINMEN AMC US 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AH9 GR 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AMC4EUR EU 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AMC* MM 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AH9 QT 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AH9 TH 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AH9 GZ 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AH9 SW 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN AMC-RM RM 10,821.5 -1,789.5 82.4 AMC ENTERTAINMEN A2MC34 BZ 10,821.5 -1,789.5 82.4 AMERICAN AIR-BDR AALL34 BZ 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE A1G GR 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL* MM 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL US 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE A1G TH 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE A1G GZ 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL11EUR EU 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL AV 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL TE 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE A1G SW 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE 0HE6 LI 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL11EUR EZ 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE A1G QT 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL-RM RM 67,401.0 -8,940.0 -4,104.0 AMERICAN AIRLINE AAL_KZ KZ 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INC-A RVL1 TH 2,374.8 -2,078.6 196.5 REVLON INC-A REVEUR EU 2,374.8 -2,078.6 196.5 REVLON INC-A REV* MM 2,374.8 -2,078.6 196.5 RIMINI STREET IN RMNI US 387.8 -77.3 -37.5 RIMINI STREET IN 0QH GR 387.8 -77.3 -37.5 RIMINI STREET IN RMNIEUR EU 387.8 -77.3 -37.5 RIMINI STREET IN 0QH QT 387.8 -77.3 -37.5 ROSE HILL ACQU-A ROSE US 0.4 0.0 -0.4 ROSE HILL ACQUIS ROSEU US 0.4 0.0 -0.4 RYMAN HOSPITALIT 4RH GR 3,539.8 -37.2 73.6 RYMAN HOSPITALIT RHP US 3,539.8 -37.2 73.6 RYMAN HOSPITALIT RHPEUR EU 3,539.8 -37.2 73.6 RYMAN HOSPITALIT 4RH TH 3,539.8 -37.2 73.6 RYMAN HOSPITALIT 4RH QT 3,539.8 -37.2 73.6 SABRE CORP SABR US 5,314.5 -437.7 983.9 SABRE CORP 19S GR 5,314.5 -437.7 983.9 SABRE CORP 19S TH 5,314.5 -437.7 983.9 SABRE CORP 19S QT 5,314.5 -437.7 983.9 SABRE CORP SABREUR EU 5,314.5 -437.7 983.9 SABRE CORP 19S GZ 5,314.5 -437.7 983.9 SBA COMM CORP 4SB GZ 10,142.1 -5,389.1 -739.1 SBA COMM CORP 4SB GR 10,142.1 -5,389.1 -739.1 SBA COMM CORP SBAC US 10,142.1 -5,389.1 -739.1 SBA COMM CORP 4SB TH 10,142.1 -5,389.1 -739.1 SBA COMM CORP 4SB QT 10,142.1 -5,389.1 -739.1 SBA COMM CORP SBACEUR EU 10,142.1 -5,389.1 -739.1 SBA COMM CORP SBACEUR EZ 10,142.1 -5,389.1 -739.1 SBA COMM CORP SBAC* MM 10,142.1 -5,389.1 -739.1 SCULPTOR ACQUI-A SCUA US 0.4 0.0 -0.4 SCULPTOR ACQUISI SCUA/U US 0.4 0.0 -0.4 SEAWORLD ENTERTA SEAS US 2,578.0 -152.4 65.9 SEAWORLD ENTERTA W2L GR 2,578.0 -152.4 65.9 SEAWORLD ENTERTA W2L TH 2,578.0 -152.4 65.9 SEAWORLD ENTERTA W2L QT 2,578.0 -152.4 65.9 SEAWORLD ENTERTA SEASEUR EU 2,578.0 -152.4 65.9 SEAWORLD ENTERTA W2L GZ 2,578.0 -152.4 65.9 SHELL MIDSTREAM SHLX US 2,197.0 -464.0 17.0 SHOALS TECHNOL-A SHLS US 426.4 -7.5 61.9 SHOALS TECHNOL-A SHLS-RM RM 426.4 -7.5 61.9 SILVER SPIKE-A SPKC/U CN 128.5 -10.0 1.0 SINCLAIR BROAD-A SBGI US 12,541.0 -1,509.0 1,269.0 SINCLAIR BROAD-A SBTA GR 12,541.0 -1,509.0 1,269.0 SINCLAIR BROAD-A SBTA GZ 12,541.0 -1,509.0 1,269.0 SINCLAIR BROAD-A SBGIEUR EU 12,541.0 -1,509.0 1,269.0 SINCLAIR BROAD-A SBTA TH 12,541.0 -1,509.0 1,269.0 SINCLAIR BROAD-A SBTA QT 12,541.0 -1,509.0 1,269.0 SIRIUS XM HO-BDR SRXM34 BZ 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN SIRI US 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN RDO GR 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN RDO TH 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN SIRIEUR EU 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN RDO GZ 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN SIRI AV 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN SIRIEUR EZ 10,163.0 -3,587.0 -1,765.0 SIRIUS XM HOLDIN RDO QT 10,163.0 -3,587.0 -1,765.0 SIX FLAGS ENTERT 6FE GR 2,968.6 -460.1 52.8 SIX FLAGS ENTERT SIXEUR EU 2,968.6 -460.1 52.8 SIX FLAGS ENTERT SIX US 2,968.6 -460.1 52.8 SIX FLAGS ENTERT 6FE QT 2,968.6 -460.1 52.8 SIX FLAGS ENTERT 6FE TH 2,968.6 -460.1 52.8 SLEEP NUMBER COR SL2 GR 912.6 -469.2 -746.0 SLEEP NUMBER COR SNBR US 912.6 -469.2 -746.0 SLEEP NUMBER COR SNBREUR EU 912.6 -469.2 -746.0 SLEEP NUMBER COR SL2 TH 912.6 -469.2 -746.0 SLEEP NUMBER COR SL2 QT 912.6 -469.2 -746.0 SLEEP NUMBER COR SL2 GZ 912.6 -469.2 -746.0 SMILEDIRECTCLUB SDC* MM 794.6 -134.4 289.5 SONIDA SENIOR LI SNDA US 728.6 -5.6 -16.9 SONIDA SENIOR LI 13C0 GR 728.6 -5.6 -16.9 SONIDA SENIOR LI CSU2EUR EU 728.6 -5.6 -16.9 SONIDA SENIOR LI 13C0 GZ 728.6 -5.6 -16.9 SOUTHWESTRN ENGY SW5 TH 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SW5 GR 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SWN US 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SW5 QT 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SWN1EUR EU 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SWN1EUR EZ 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SW5 GZ 11,847.0 -119.0 -4,432.0 SOUTHWESTRN ENGY SWN-RM RM 11,847.0 -119.0 -4,432.0 SPRAGUE RESOURCE SRLP US 1,560.1 -45.8 -99.6 SQL TECHNOLOGIES SKYX US 12.0 -0.1 8.8 SQUARESPACE -BDR S2QS34 BZ 899.5 -13.5 -25.2 SQUARESPACE IN-A SQSP US 899.5 -13.5 -25.2 SQUARESPACE IN-A 8DT GR 899.5 -13.5 -25.2 SQUARESPACE IN-A 8DT GZ 899.5 -13.5 -25.2 SQUARESPACE IN-A SQSPEUR EU 899.5 -13.5 -25.2 SQUARESPACE IN-A 8DT TH 899.5 -13.5 -25.2 SQUARESPACE IN-A 8DT QT 899.5 -13.5 -25.2 STARBUCKS CORP SRB GR 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SRB TH 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX* MM 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SRB GZ 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX AV 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX TE 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUXEUR EU 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX IM 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX CI 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUXUSD SW 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX US 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX PE 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUXEUR EZ 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP 0QZH LI 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX SW 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SRB QT 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX-RM RM 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUXCL CI 29,021.5 -8,761.2 -1,563.2 STARBUCKS CORP SBUX_KZ KZ 29,021.5 -8,761.2 -1,563.2 STARBUCKS-BDR SBUB34 BZ 29,021.5 -8,761.2 -1,563.2 STARBUCKS-CEDEAR SBUX AR 29,021.5 -8,761.2 -1,563.2 STARBUCKS-CEDEAR SBUXD AR 29,021.5 -8,761.2 -1,563.2 SYNDAX PHARMACEU SNDX US 449.7 -135.3 427.7 SYNDAX PHARMACEU SNDXEUR EU 449.7 -135.3 427.7 SYNDAX PHARMACEU 1T3 GR 449.7 -135.3 427.7 SYNDAX PHARMACEU 1T3 TH 449.7 -135.3 427.7 SYNDAX PHARMACEU 1T3 QT 449.7 -135.3 427.7 SYNDAX PHARMACEU 1T3 GZ 449.7 -135.3 427.7 TALON 1 ACQUIS-A TOAC US 0.4 0.0 -0.4 TALON 1 ACQUISIT TOACU US 0.4 0.0 -0.4 TEMPUR SEALY INT TPX US 4,321.9 -91.3 117.7 TEMPUR SEALY INT TPD GR 4,321.9 -91.3 117.7 TEMPUR SEALY INT TPXEUR EU 4,321.9 -91.3 117.7 TEMPUR SEALY INT TPD TH 4,321.9 -91.3 117.7 TEMPUR SEALY INT TPD GZ 4,321.9 -91.3 117.7 TEMPUR SEALY INT T2PX34 BZ 4,321.9 -91.3 117.7 TEMPUR SEALY INT TPX-RM RM 4,321.9 -91.3 117.7 TENON MEDICAL IN TNON US 11.0 -4.7 -5.2 TORRID HOLDINGS CURV US 578.5 -258.3 -76.1 TRANSAT A.T. TRZ CN 1,899.8 -429.6 37.6 TRANSDIGM - BDR T1DG34 BZ 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP TDG US 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP T7D GR 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP TDG* MM 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP T7D TH 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP T7D QT 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP TDGEUR EU 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP TDGEUR EZ 19,242.0 -2,626.0 5,593.0 TRANSDIGM GROUP TDG-RM RM 19,242.0 -2,626.0 5,593.0 TRAVEL + LEISURE WD5A GR 6,600.0 -811.0 665.0 TRAVEL + LEISURE TNL US 6,600.0 -811.0 665.0 TRAVEL + LEISURE WD5A TH 6,600.0 -811.0 665.0 TRAVEL + LEISURE 0M1K LI 6,600.0 -811.0 665.0 TRAVEL + LEISURE WD5A QT 6,600.0 -811.0 665.0 TRAVEL + LEISURE WYNEUR EU 6,600.0 -811.0 665.0 TRAVEL + LEISURE WD5A GZ 6,600.0 -811.0 665.0 TRAVEL + LEISURE TNL* MM 6,600.0 -811.0 665.0 TRISTAR ACQUISIT TRIS/U US 0.7 -0.1 -0.8 TRISTAR ACQUISIT TRIS US 0.7 -0.1 -0.8 TRIUMPH GROUP TG7 GR 1,752.5 -812.0 365.1 TRIUMPH GROUP TGI US 1,752.5 -812.0 365.1 TRIUMPH GROUP TG7 TH 1,752.5 -812.0 365.1 TRIUMPH GROUP TGIEUR EU 1,752.5 -812.0 365.1 TRIUMPH GROUP TG7 GZ 1,752.5 -812.0 365.1 TUPPERWARE BRAND TUP GR 1,243.4 -266.1 131.7 TUPPERWARE BRAND TUP US 1,243.4 -266.1 131.7 TUPPERWARE BRAND TUP GZ 1,243.4 -266.1 131.7 TUPPERWARE BRAND TUP1EUR EU 1,243.4 -266.1 131.7 TUPPERWARE BRAND TUP TH 1,243.4 -266.1 131.7 TUPPERWARE BRAND TUP1EUR EZ 1,243.4 -266.1 131.7 TUPPERWARE BRAND TUP QT 1,243.4 -266.1 131.7 UBIQUITI INC UI US 759.7 -335.0 301.9 UBIQUITI INC 3UB GR 759.7 -335.0 301.9 UBIQUITI INC UBNTEUR EU 759.7 -335.0 301.9 UBIQUITI INC 3UB TH 759.7 -335.0 301.9 UNISYS CORP USY1 TH 2,277.0 -79.6 331.3 UNISYS CORP USY1 GR 2,277.0 -79.6 331.3 UNISYS CORP UIS US 2,277.0 -79.6 331.3 UNISYS CORP UIS1 SW 2,277.0 -79.6 331.3 UNISYS CORP UISEUR EU 2,277.0 -79.6 331.3 UNISYS CORP USY1 GZ 2,277.0 -79.6 331.3 UNISYS CORP USY1 QT 2,277.0 -79.6 331.3 UNISYS CORP UISEUR EZ 2,277.0 -79.6 331.3 UNITI GROUP INC UNIT US 4,889.9 -2,092.0 0.0 UNITI GROUP INC 8XC GR 4,889.9 -2,092.0 0.0 UNITI GROUP INC 8XC TH 4,889.9 -2,092.0 0.0 UNITI GROUP INC 8XC GZ 4,889.9 -2,092.0 0.0 VECTOR GROUP LTD VGR US 871.1 -841.6 306.5 VECTOR GROUP LTD VGR GR 871.1 -841.6 306.5 VECTOR GROUP LTD VGREUR EU 871.1 -841.6 306.5 VECTOR GROUP LTD VGREUR EZ 871.1 -841.6 306.5 VECTOR GROUP LTD VGR TH 871.1 -841.6 306.5 VECTOR GROUP LTD VGR QT 871.1 -841.6 306.5 VECTOR GROUP LTD VGR GZ 871.1 -841.6 306.5 VERISIGN INC VRS GR 1,973.2 -1,285.1 179.2 VERISIGN INC VRSN US 1,973.2 -1,285.1 179.2 VERISIGN INC VRS TH 1,973.2 -1,285.1 179.2 VERISIGN INC VRSNEUR EU 1,973.2 -1,285.1 179.2 VERISIGN INC VRS GZ 1,973.2 -1,285.1 179.2 VERISIGN INC VRSN* MM 1,973.2 -1,285.1 179.2 VERISIGN INC VRSNEUR EZ 1,973.2 -1,285.1 179.2 VERISIGN INC VRS QT 1,973.2 -1,285.1 179.2 VERISIGN INC VRSN-RM RM 1,973.2 -1,285.1 179.2 VERISIGN INC-BDR VRSN34 BZ 1,973.2 -1,285.1 179.2 VERISIGN-CEDEAR VRSN AR 1,973.2 -1,285.1 179.2 VIVINT SMART HOM VVNT US 2,713.2 -1,753.9 -540.0 VMWARE INC-BDR V2MW34 BZ 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A BZF1 GR 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A BZF1 TH 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A VMW US 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A BZF1 GZ 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A VMW* MM 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A VMWEUR EZ 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A VMWA AV 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A VMWEUR EU 28,676.0 -876.0 -1,685.0 VMWARE INC-CL A BZF1 QT 28,676.0 -876.0 -1,685.0 W&T OFFSHORE INC WTI US 1,350.1 -249.4 3.4 W&T OFFSHORE INC UWV GR 1,350.1 -249.4 3.4 W&T OFFSHORE INC WTI1EUR EU 1,350.1 -249.4 3.4 W&T OFFSHORE INC UWV TH 1,350.1 -249.4 3.4 W&T OFFSHORE INC UWV GZ 1,350.1 -249.4 3.4 WAYFAIR INC- A W US 4,256.0 -1,904.0 481.0 WAYFAIR INC- A W* MM 4,256.0 -1,904.0 481.0 WAYFAIR INC- A 1WF QT 4,256.0 -1,904.0 481.0 WAYFAIR INC- A WEUR EU 4,256.0 -1,904.0 481.0 WAYFAIR INC- A 1WF GZ 4,256.0 -1,904.0 481.0 WAYFAIR INC- A 1WF GR 4,256.0 -1,904.0 481.0 WAYFAIR INC- A 1WF TH 4,256.0 -1,904.0 481.0 WEBER INC - A WEBR US 1,690.9 -169.4 91.7 WEWORK INC-CL A WE US 21,756.2 -1,413.4 -661.3 WEWORK INC-CL A WE1EUR EU 21,756.2 -1,413.4 -661.3 WEWORK INC-CL A 9WE TH 21,756.2 -1,413.4 -661.3 WEWORK INC-CL A 9WE GR 21,756.2 -1,413.4 -661.3 WEWORK INC-CL A 9WE QT 21,756.2 -1,413.4 -661.3 WEWORK INC-CL A 9WE GZ 21,756.2 -1,413.4 -661.3 WEWORK INC-CL A WE* MM 21,756.2 -1,413.4 -661.3 WINGSTOP INC WING1EUR EU 507.3 -424.2 152.9 WINGSTOP INC WING US 507.3 -424.2 152.9 WINGSTOP INC EWG GR 507.3 -424.2 152.9 WINGSTOP INC EWG GZ 507.3 -424.2 152.9 WINMARK CORP WINA US 15.3 -65.8 -6.8 WINMARK CORP GBZ GR 15.3 -65.8 -6.8 WORLDWIDE WEBB A WWACU US 0.7 0.0 -0.7 WORLDWIDE WEBB-A WWAC US 0.7 0.0 -0.7 WW INTERNATIONAL WW6 GR 1,419.4 -449.3 41.0 WW INTERNATIONAL WW US 1,419.4 -449.3 41.0 WW INTERNATIONAL WW6 TH 1,419.4 -449.3 41.0 WW INTERNATIONAL WW6 GZ 1,419.4 -449.3 41.0 WW INTERNATIONAL WTWEUR EZ 1,419.4 -449.3 41.0 WW INTERNATIONAL WTW AV 1,419.4 -449.3 41.0 WW INTERNATIONAL WTWEUR EU 1,419.4 -449.3 41.0 WW INTERNATIONAL WW6 QT 1,419.4 -449.3 41.0 WW INTERNATIONAL WW-RM RM 1,419.4 -449.3 41.0 WYNN RESORTS LTD WYR TH 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYNN* MM 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYNN US 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYR GR 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYNNEUR EU 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYR GZ 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYNNEUR EZ 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYR QT 12,530.8 -836.2 1,588.0 WYNN RESORTS LTD WYNN-RM RM 12,530.8 -836.2 1,588.0 YELLOW CORP YEL GR 2,425.6 -363.5 219.4 YELLOW CORP YELL US 2,425.6 -363.5 219.4 YELLOW CORP YEL1 TH 2,425.6 -363.5 219.4 YELLOW CORP YEL QT 2,425.6 -363.5 219.4 YELLOW CORP YRCWEUR EU 2,425.6 -363.5 219.4 YELLOW CORP YRCWEUR EZ 2,425.6 -363.5 219.4 YELLOW CORP YEL GZ 2,425.6 -363.5 219.4 YUM! BRANDS -BDR YUMR34 BZ 5,816.0 -8,491.0 54.0 YUM! BRANDS INC TGR TH 5,816.0 -8,491.0 54.0 YUM! BRANDS INC TGR GR 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUM* MM 5,816.0 -8,491.0 54.0 YUM! BRANDS INC TGR GZ 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUMUSD SW 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUM US 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUMEUR EZ 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUM AV 5,816.0 -8,491.0 54.0 YUM! BRANDS INC TGR TE 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUMEUR EU 5,816.0 -8,491.0 54.0 YUM! BRANDS INC TGR QT 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUM SW 5,816.0 -8,491.0 54.0 YUM! BRANDS INC YUM-RM RM 5,816.0 -8,491.0 54.0 ********* 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., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2022. 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 ***