/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190416.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, April 16, 2019, Vol. 23, No. 105 Headlines 166 HILLSIDE: Court Extends Deadline to File Plan to May 15 22 RUNYON: Seeks to Hire David Wigfield as Special Counsel A & B ASSOCIATES: Plan Not Feasible, Court Rules AAC HOLDINGS: Widens Net Loss to $66.7 Million in 2018 ACHAOGEN INC: Robert Duggan Has 4.7% Stake as of April 10 ADVANCED SPORTS: Exclusivity Period Extended Until June 30 ANDRA'S REDEMPTION: Taps Brickner Makow as Special Counsel APPLESPRINGS INC: Has Until June 2 to Exclusively File Plan APPLESPRINGS INC: Has Until June 2 to Exclusively File Plan ASP MCS: S&P Lowers ICR to 'CCC+' on Weak Operating Performance BACK DOOR: Unsecureds to Receive $2,500 Monthly Under Plan BANTRY COMPONENTS: Riedon Seeks Ch. 11 Trustee Appointment BEAVEX HOLDING: Committee Taps Brown Rudnick as Legal Counsel BEAVEX HOLDING: Committee Taps Dundon as Financial Advisor BEAVEX HOLDING: Committee Taps Saul Ewing as Delaware Counsel BERGEN PLAZA: $3.6M Sale of Fairview Commercial Property Approved BIG E AUTOMOBILE: Plan Solicitation Period Extended Until June 17 BLACKRIDGE TECHNOLOGY: Incurs $17.2 Million Net Loss in 2018 BLUE RIBBON: Moody's Alters Outlook on B2 Ratings to Negative BONDFIELD CONSTRUCTION: Gets Initial Order Under CCAA Proceedings BRIGHT MOUNTAIN: Reports $5.3 Million Net Loss for 2018 CAFFE VALDINO: Ch. 11 Trustee Appointment, Ch. 7 Conversion Sought CARROLL COUNTY ENERGY: S&P Rates New Senior Secured Debt 'BB' CLOUD PEAK: Common Stock Will be Delisted from NYSE COMPLETE FITNESS: Deborah Fish Appointed as Successor PCO COMPLETION INDUSTRIAL: $200K Sale of Rolling Stock Assets Approved COX LAND & TIMBER: DOJ Watchdog Appoints Victor Hartman as Examiner CREDIT MGMT: $1.1M Sale of North Las Vegas Property to Higbee OK'd CYCLE-TEX INC: $26.5K Sale of Dalton Equipment to Columbia Approved CYCLE-TEX INC: $53K Sale of Dalton Equipment to Cross Approved CYCLE-TEX INC: Proposed Sale of Trailers for $2K Each Approved DANIEL SPURRIER: $535K Sale of Leesburg Property Approved DAYMARK REALTY: Objecting Creditors Seek Trustee, Ch. 7 Conversion DENNIS JOHNSON II: Trustee's Proposed Compromise Fair, Equitable DIRECTVIEW HOLDINGS: Widens Net Loss to $10 Million in 2018 DPW HOLDINGS: Anson Funds et al. Have 9.9% Stake as of April 2 EARL GAUDIO: Ice Miller Final Applications for Payment Partly OK'd EASTERN ILLINOIS UNIVERSITY: S&P Ups 2005 Rev. Bond Rating to BB- EMC HOTELS: Trustee's $18.5M Sale of Nyack Hotel Assets Approved EXTRACTION OIL: Fitch Affirms 'B+' LT IDR, Outlook Stable EXTREME REACH: S&P Removes 'B-' ICR From CreditWatch Negative FAIRWAY ENERGY: Exclusive Plan Filing Period Extended Until June 24 FIELDPOINT PETROLEUM: Incurs $3.25 Million Net Loss in 2018 FIRST NBC BANK: Gets Court Approval to Hire Accountant FUSION: Has Until June 3 to Comply with Nasdaq Listing Rules GAMESTOP CORP: S&P Cuts ICR to 'BB-' on Weak Competitive Position GLOBAL EAGLE: S&P Cuts ICR to CCC on Tightening Liquidity Profile GOLDEN DAWN: Provides Update on Management Cease Trade Order GUILBEAU MARINE: Seeks More Time to Gain Plan Acceptance GULFVIEW MEDICAL: Unsecureds to Get 60 Monthly Payments of $500 HERITAGE HOME: Alfred Guiliano Named Interim Trustee for HHG Global HOME BOUND HEALTHCARE: Says PCO Appointment Not Necessary HOSPITALITY INTEGRATED: May 16 Hearing on Disclosure Statement IDL DEVELOPMENT: CET Seeks Examiner to Probe Financial Affairs ILLINOIS STAR: Exclusive Plan Filing Period Extended Until June 6 INFOBLOX INC: Fitch Cuts Rating on 1st Lien Credit Facilities to B JC PLUMBING: Taps Fuller Appraisal to Conduct Property Valuation JOHNSON PUBLISHING: Files Chapter 7 Bankruptcy Petition KING'S PEAK: MBL Plan Discloses Approval of Proven Settlement LAND STORE: $86K Sale of Wheatridge Subdivision Properties Okayed LUXURY LIMOUSINE: Unsecureds Recovery Increased to 4.5% in New Plan MAYFLOWER COMMUNITIES: DOJ Watchdog Directed to Appoint PCO MCP REAL: Order Setting Briefing Sched & Escrow Arrangement Issued MIKE & HENRY: Has Until July 24 to Solicit Plan Votes MISSION COAL: Assumption Agreements Disclosed in Latest Plan MOUNTAIN CREEK: Unsecured Creditors Want Ch. 11 Trustee Appointment NATURAL RESOURCE: S&P Raises ICR to 'B+'; Outlook Stable NAVISTAR INT'L: Moody's Hikes CFR to B2 & Alters Outlook to Stable NORTHERN BOULEVARD: R. McCord Named Chapter 11 Trustee OAKLEY GRADING: Trustee's Proposed Auction of Equipment Approved OREXIGEN THERAPEUTICS: Discloses Full Briefing of McKesson Appeal ORGANIC POWER: Seeks to Hire Godreau & Gonzalez as Legal Counsel PGX HOLDINGS: Moody's Cuts CFR to Caa1 & 1st Lien Term Loan to B3 PITNEY BOWES: Fitch Cuts Long-Term IDR to 'BB+', Outlook Stable REPUBLIC METALS: Proposed Sale of Remaining Assets to Asahi Okayed ROBERT WRIGHT: $125K Sale of Jewelry to Gill Approved ROBERT WRIGHT: Proposed Leslie Hindman Auction of Antiques Approved RYNARD PROPERTIES: $3.5M Sale of Memphis Property to Belveron OK'd SAS HEALTHCARE: $22M Sale of All Assets to REP Perimeter Approved SENIOR CARE: La Hacienda's Assets Transfer to Capstone-Houston OK'd SENIOR CARE: PCO Submits 1st Report SENIOR CARE: PM Mgmt.'s Transfer of Assets to Corsicana Approved SENIOR CARE: PM Mgt.'s Transfer of Assets to ML-Cedar Approved SENIOR CARE: SCC's Transfer of Assets to Socorro Health Approved SENIOR CARE: Transfer of 38 Facilities to New Operators Approved SENIOR CARE: Windmill SCC's Transfer of Assets to JWJM Approved SERENITY3 HOME: Seeks to Hire Schafer and Weiner as Legal Counsel SHAND'E RAELLE: Taps Troutman Law Firm as Legal Counsel SPECTRUM PROPERTY: PCO Appointment Not Necessary, NY Judge Says STORE IT REIT: Exclusive Solicitation Period Extended to June 10 SUNGARD AVAILABILITY: To Seek Bankruptcy Protection in May SUNGLO HOME: Gary Toche Appointed as PCO TERRAVISTA PARTNERS: Seeks to Extend Exclusivity Period to April 24 TEVA PHARMACEUTICALS: Fitch Rates Unsec. Revolver Loans 'BB' TRACY JOHN CLEMENT: Trustee's $745K Sale of Mower Tracts Approved TRESHA-MOB LLC: Kell Mercer to Serve as Temporary Manager TROP INC: $34K Sale of Two Vehicles to Momentum Motors Approved UNITED METHODIST: LaRhonda Williams Appointed as PCO VBAR 3 LLC: Ch. 11 Trustee Appointment, Ch. 7 Conversion Sought W RESOURCES: $68K Sale of John Deere 6150R Tractor to Flint Okayed WESTERN DIGITAL: Fitch Affirms LT IDR at 'BB+', Outlook Positive WILLIAM THOMAS: Summary Ruling Bid to Dismiss Creditor Claims Nixed WOW WEE: Has Until July 9 to Exclusively File Chapter 11 Plan [^] Large Companies with Insolvent Balance Sheet ********* 166 HILLSIDE: Court Extends Deadline to File Plan to May 15 ----------------------------------------------------------- Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle District of Florida extended the deadline for 166 Hillside LLC to file a Chapter 11 plan and disclosure statement to May 15. The extension will give the company more time to resolve the issue over the ownership of a property that it intends to sell. The company is hopeful the issue will be resolved before the court's next hearing scheduled for May 15 so that it can finally propose a plan. About 166 Hillside LLC 166 Hillside LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10706) on Dec. 13, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Caryl E. Delano. Dal Lago Law is ithe Debtor's counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. 22 RUNYON: Seeks to Hire David Wigfield as Special Counsel ---------------------------------------------------------- 22 Runyon St. & 194-196 Johnson Ave. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire David Wigfield, Esq., as its special counsel. The attorney will assist the Debtor in connection with the sale of the Debtor's property located at 194-196 Johnson Ave., Newark, N.J. Its services include reviewing sales contracts and drafting legal documents. Mr. Wigfield will charge an hourly fee of $450. The rate for paralegal work is $125 per hour. Mr. Wigfield is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. About 22 Runyon St. & 194-196 Johnson Ave Corp. 22 Runyon St. & 194-196 Johnson Ave Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-33431) on Nov. 28, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case is assigned to Judge Rosemary Gambardella. The Debtor hired Scura, Wigfield, Heyer, Stevens & Cammarota LLP as its legal counsel. A & B ASSOCIATES: Plan Not Feasible, Court Rules ------------------------------------------------ Bankruptcy Judge Edward J. Coleman, III, entered an opinion denying confirmation of A & B Associates, L.P.'s amended chapter 11 plan. The confirmation hearing took place on Oct. 1, 2018. The Court heard testimony from three witnesses: (1) Sharan Sheppard Kettles, the widow of L. Christopher Kettles; (2) Jerry McNair, an expert for the Debtor who offered his opinion on the feasibility of the Debtor's plan of reorganization; and (3) Mary F. Davenport, a representative of FCRE who offered a contrary analysis of feasibility. Ms. Davenport also testified about the appropriate interest rate to be applied to its secured claim pursuant to Till v. SCS Credit Corp., 541 U.S. 465 (2004). At the conclusion of the confirmation hearing, the Court took the matter under advisement. Based on the testimony and evidence presented at the Oct. 1, 2018 hearing, as well as a review of the evidence in the record from prior hearings, the Court finds that the Debtor has not met its burden of proof on all the requirements of 11 U.S.C. section 1129 necessary to confirm this cramdown plan. Among other shortcomings, the plan failed to provide for the "fair and equitable" treatment of FCRE REL, LLC's claim. Most importantly, the Court finds that the plan is not feasible. The lack of feasibility is, in turn, based on four primary factors. First, the Debtor proposed to pay FCRE's secured claim at the non-default contract interest rate of 4.04% as opposed to what the Court finds to be the appropriate Till rate of 7.25%. Second, the management of the Debtor was handled for decades by Mr. Kettles, but he passed away on June 7, 2018. The Court finds that the current management lacks the requisite skills and experience to manage the Debtor’s operations. Third, although there was a substantial equity cushion in the Property as of the petition date, FCRE is entitled to post-petition fees, expenses, and default interest exceeding $1,100,000 as an oversecured creditor pursuant to 11 U.S.C. section 506(b) and this additional debt would further argue against feasibility. Fourth, the Debtor’s expert did not present a persuasive analysis of feasibility. The Court, therefore, denies confirmation of the amended plan. In accordance with FCRE's request, a hearing will be scheduled to determine whether the Court should dismiss the case, convert the case to chapter 7, appoint a Chapter 11 Trustee, or permit the Debtor or other parties in interest to propose a new plan of reorganization. A copy of the Court's March 29, 2019 Opinion is available at: http://bankrupt.com/misc/gasb17-40185-586.pdf About A & B Associates A & B Associates, L.P., filed a Chapter 11 petition (Bankr. S.D. Ga. Case No. 17-40185) on Feb. 3, 2017. Christopher L. Kettles, managing general partner, signed the petition. The case is assigned to Judge Edward J. Coleman III. C. James McCallar, Jr., Esq., at the McCallar Law Firm, is the Debtor's counsel. At the time of filing, the Debtor disclosed $5.48 million in assets and $3.93 million in liabilities. AAC HOLDINGS: Widens Net Loss to $66.7 Million in 2018 ------------------------------------------------------ AAC Holdings, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $66.71 million on $295.76 million of total revenues for the year ended Dec. 31, 2018, compared to a net loss of $17.38 million on $317.64 million of total revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, AAC Holdings had $452.27 million in total assets, $410 million in total liabilities, and total stockholders' equity including noncontrolling interest of $42.27 million. The Company incurred a loss from operations and had negative cash flows from operations for the year ended Dec. 31, 2018, which contributed to limited liquidity at Dec. 31, 2018. This resulted primarily from declines in patient census during the third and fourth quarters of 2018. The Company's revenue is directly impacted by its ability to maintain census, which is dependent on a variety of factors, many of which are outside of the Company's control, including its referral relationships, average length of stay of its clients, the extent to which third-party payors require preadmission authorization or utilization review controls, competition in the industry, the effectiveness of the Company's multi-faceted sales and marketing strategy and the individual decisions of the Company's clients to seek and commit to treatment. On March 8, 2019 the Company entered into an incremental senior credit facility for a principal loan of $30 million which originally matured on March 31, 2020 and was subsequently amended to mature on April 15, 2020. AAC Holdings said that in order for it to continue operations beyond the next twelve months and to be able to discharge its liabilities and commitments in the normal course of business, the Company must do some or all of the following: (i) improve operating results by increasing census while maintaining efficiency regarding operating expenses through the cost savings initiatives implemented in late 2018 and early 2019; (ii) execute strategic alternatives related to the Company's real-estate portfolio which could include further sale leasebacks of individual facilities or larger portions of the company's real estate portfolio (iii) sell additional non-core or non-essential assets; and/or (iv) obtain additional financing. There can be no assurance that the Company will be able to achieve any or all of the foregoing. BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since 2011, issued a "going concern" qualification in its report daed April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred a loss from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/wLYg6z. About AAC Holdings Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. -- www.americanaddictioncenters.com -- is a provider of inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction and co-occurring mental/behavioral health issues. In connection with its treatment services, the Company performs clinical diagnostic laboratory services and provide physician services to its clients. As of Dec. 31, 2018, the Company operated 11 inpatient substance abuse treatment facilities located throughout the United States, focused on delivering effective clinical care and treatment solutions across 1,080 inpatient beds, including 700 licensed detoxification beds, 24 standalone outpatient centers and 4 sober living facilities across 471 beds for a total of 1,551 combined inpatient and sober living beds. * * * As reported by the TCR, S&P Global Ratings on March 15 announced that it lowered the issuer credit rating on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is negative. According to S&P, the downgrade reflects escalated risk of a default and risk that AAC's liquidity will not be sufficient over the next 12 months, primarily due to the $30 million term loan maturing in about one year. Moody's Investors Service downgraded the corporate family rating rating of AAC Holdings, Inc., parent company of American Addiction Centers, Inc., to 'Caa2' from 'B3'. The downgrade to Caa2 reflects AAC's very weak third quarter results and lower guidance for the rest of 2018, as reported by the TCR on Nov. 16, 2018. ACHAOGEN INC: Robert Duggan Has 4.7% Stake as of April 10 --------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Achaogen, Inc. as of April 10, 2018: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------------ Robert W. Duggan 2,982,453 4.7% Genius Inc. 170 Less Than 1% Blaze-On Corporation 5,000 Less Than 1% Robert W. Duggan Foundation 255 Less Than 1% The aggregate percentage of Shares reported owned by each of the Reporting Persons is based on 63,879,995 Shares outstanding, as of March 25, 2019, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K, filed with the SEC on April 1, 2019. As of the close of business on April 11, 2019, Mr. Duggan directly owned 2,977,028 Shares. As the sole shareholder of Genius Inc., Mr. Duggan may be deemed the beneficial owner of the 170 Shares owned by Genius Inc. As the sole officer and sole director of Blaze-On, Mr. Duggan may be deemed the beneficial owner of the 5,000 Shares owned by Blaze-On. As the president of RWD Foundation, Mr. Duggan may be deemed the beneficial owner of the 255 Shares owned by RWD Foundation. A full-text copy of the regulatory filing is available for free at: https://is.gd/Cdk6v6 About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com-- is a biopharmaceutical company committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. Achaogen's first commercial product is ZEMDRI, for the treatment of adults with complicated urinary tract infections, including pyelonephritis. The Achaogen ZEMDRI program was funded in part with federal funds from the Biomedical Advanced Research and Development Authority (BARDA). The Company is currently developing C-Scape, an orally-administered beta-lactam/beta-lactamase inhibitor combination, which is also supported by BARDA. C-Scape is investigational, has not been determined to be safe or efficacious, and has not been approved for commercialization. Achaogen incurred a net loss of $186.51 million in 2018, following a net loss of $125.61 million in 2017. As of Dec. 31, 2018, the Company had $82.29 million in total assets, $88.57 million in total liabilities, and a total stockholders' deficit of $6.28 million. Ernst & Young LLP, in Redwood City, California, the Company's auditor since 2011, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ADVANCED SPORTS: Exclusivity Period Extended Until June 30 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North extended the deadline for Advanced Sports Enterprises, Inc. to file a disclosure statement and Chapter 11 plan to June 30, and to confirm a plan to Aug. 30. Advanced Sports cannot yet estimate the amount that should be paid to secured and unsecured creditors considering that the court has not yet ruled on the validity of claims of creditors, including Ideal Bike Corp., York Street Mezzanine Partners II, L.P. and Advanced Holdings Co. Ltd. Advanced Sports and its affiliates had approximately $15.2 million on deposit in their accounts as of Feb. 28. Most if not all of the funds on deposit could be considered "cash collateral" of those creditors, according to an earlier report by the Troubled Company Reporter. Moreover, Advanced Sports and the unsecured creditors' committee are still analyzing the allocation of assets, liabilities, revenues and disbursements that could provide further clarity regarding the administrative solvency of the company and each of its affiliates and a foundation to enable them to move forward with a bankruptcy plan, according to the report. About Advanced Sports Enterprises Advanced Sports Enterprises, Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc., operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc. designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Benjamin A. Kahn. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee hired Waldrep LLP and Cooley LLP as legal counsel. ANDRA'S REDEMPTION: Taps Brickner Makow as Special Counsel ---------------------------------------------------------- Andra's Redemption, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Brickner Makow, LLP as its special counsel. The firm will represent the Debtor in the sale of its real property located at 104-07 95th Ave., Ozone Park, N.Y. The services to be provided by the firm include the preparation of a contract sale, negotiating with the buyer's attorney and representing the Debtor at the closing. Edward Morgan Laird, Esq., the firm's attorney who will be providing the services, will be paid a flat fee of $3,500. Mr. Laird is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Brickner Makow can be reached through: Edward Morgan Laird, Esq. Brickner Makow, LLP 292 Warren St. New York, NY 11201 Phone: +1 718-624-1550 About Andra's Redemption Andra's Redemption, Inc., owner of a mixed-use building in Ozone Park, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40825) on Feb. 24, 2017. Andra Indarmattie, president, signed the petition. The Debtor indicated $1.02 million in total assets and $493,000 liabilities as of the bankruptcy filing. The Hon. Nancy Hershey Lord oversees the case. Bruce Weiner, Esq., at Rosenberg, Musso & Weiner, serves as the Debtor's bankruptcy counsel. APPLESPRINGS INC: Has Until June 2 to Exclusively File Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania extended the period during which AppleSprings, Inc. has the exclusive right to file a Chapter 11 plan through June 2. AppleSprings said the extension is warranted since the court-approved sale of its assets is required to close on or before May 1. The sale, the company said, could materially affect the direction of its bankruptcy case. About AppleSprings Inc. AppleSprings Inc., doing business as DQ Grill & Chill, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22312) on June 7, 2018. In the petition signed by Douglas J. Zappi, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Carlota M. Bohm presides over the case. The Debtor tapped Robert O Lampl Law Office as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. APPLESPRINGS INC: Has Until June 2 to Exclusively File Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania extended the period during which AppleSprings, Inc. has the exclusive right to file a Chapter 11 plan through June 2. AppleSprings said the extension is warranted since the court-approved sale of its assets is required to close on or before May 1. The sale, the company said, could materially affect the direction of its bankruptcy case. About AppleSprings Inc. AppleSprings Inc., doing business as DQ Grill & Chill, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22312) on June 7, 2018. In the petition signed by Douglas J. Zappi, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. Judge Carlota M. Bohm presides over the case. The Debtor tapped Robert O Lampl Law Office as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ASP MCS: S&P Lowers ICR to 'CCC+' on Weak Operating Performance --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based residential field services provider ASP MCS Acquisition Corp. to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's senior secured credit facility to 'CCC+' from 'B'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. The downgrade reflects MCS' weaker operating performance compared with S&P's previous forecast for the fourth quarter of 2018 and the rating agency's expectation that the company's operating performance will remain weak for 2019 (given the rating agency's anticipation that the company will underperform its budget in the first quarter). S&P believes the company's vacancy rates will decline further in 2019 as the softening of mortgage rates early this year, as well as stable pricing trends, leads to optimism in the housing market. MCS has total available liquidity of less than $20 million and limited revolver availability of less than 30% given the springing 6.95x total net leverage ratio covenant. Furthermore, S&P believes the company is dependent on favorable business and financial conditions to meet its financial commitments beyond the next 12 months, potentially rendering its capital structure unsustainable for the long term. "The negative outlook on MCS reflects that we will lower our rating on the company if its weak operating performance causes its liquidity to deteriorate, if we expect its free cash flow generation to be persistently negative, if its interest coverage falls below 1x, or if we believe a distressed debt exchange or bankruptcy filing is likely in the next 12 months," S&P said. "We could lower our ratings on MCS if the company borrows significantly from its revolving credit facility or loses additional large customers. We could also lower the rating if we become convinced that the company will default in the next 12 months," the rating agency said. S&P said it could revise its outlook on MCS to stable or raise its rating if the company experienced several quarters of revenue growth and the rating agency becomes more confident that the company's operating performance and profit margins will improve. "Under this scenario, we would expect MCS' debt to EBITDA to be below 9x and its interest coverage to be above 1.5x," the rating agency said. BACK DOOR: Unsecureds to Receive $2,500 Monthly Under Plan ---------------------------------------------------------- The Back Door, LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a disclosure statement describing its original chapter 11 plan. Class 4 under the proposed plan consists of the general unsecured claims. General unsecured creditors will be paid $2,500 monthly to be paid on the first day of the month after the Effective Date in a span of 60 months. The Plan will be funded by the income from Debtor's earnings from the sale and subdividing of one floor of the Debtor's real estate. The proposed Plan has the following risks: The Plan, due to its nature of being funded over time, maintains a possibility of default if Debtor is unable to realize his current financial projections or somehow finds himself unable to maintain the same level of monthly income. A copy of the Disclosure Statement is available at http://tinyurl.com/yxreqdyxfrom Pacermonitor.com at no charge. About The Back Door The Back Door, LLC is the fee simple owner of a real property located in Nashville, Tennessee, with an appraised value of $1.8 million. It describes its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Back Door sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-07836) on Nov. 21, 2018. At the time of the filing, the Debtor disclosed $1.8 million in assets and $668,995 in liabilities. The case is assigned to Judge Marian F. Harrison. The Debtor tapped Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz as its legal counsel. BANTRY COMPONENTS: Riedon Seeks Ch. 11 Trustee Appointment ---------------------------------------------------------- Riedon, Inc., an unsecured creditor of Bantry Components, Inc., asked the U.S. Bankruptcy Court for the District of New Hampshire to appoint a Chapter 11 trustee for the Debtor. According to Riedon, the Debtor's directors and current management have grossly mismanaged or incompetently managed the Debtor. While under the control of the current management, the Debtor failed to pay 940 and 941 taxes due to the Internal Revenue Service during the years 2011-2013 totaling $270,779.81. Further, Riedon cited that the current management acted dishonestly and fraudulently when the Debtor deliberately and willfully failed to file federal tax returns for the years 2015, 2016, and 2017 despite having the legal obligation to do so. Therefore, Riedon believed that the appointment of a Chapter 11 trustee will be for the best interest of the creditors, such that an independent Chapter 11 trustee will not have to consider the personal agenda or requirements of current management. Riedon, Inc., is represented by: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm St., 4th Fl. Machester, NH 03101 Tel: 603-621-0833 Fax: 603-621-0830 About Bantry Components Founded in 1970, Bantry Components, Inc. is a woman-owned business specializing in the manufacture of wirewound resistors and related products. The Company designs, manufactures, and sells its resistors to commercial and industrial markets. Riedon, Inc. filed the Chapter 11 petition (Bankr. D. N.H. Case No. 19 10061) of Bantry Components, Inc. on January 16, 2019, and is represented by William S. Gannon, Esq., in Manchester, New Hampshire. A full-text copy of the Involuntary Petition is available at no charge at: http://bankrupt.com/misc/nhb19-10061.pdf BEAVEX HOLDING: Committee Taps Brown Rudnick as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of BeavEx Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Brown Rudnick LLP as its lead bankruptcy counsel. The firm will advise the committee concerning the overall administration of the Chapter 11 cases of the company and its affiliates; participate in the examinations of the Debtors and witnesses; negotiate and, if necessary, formulate a plan of reorganization for the Debtors; and provide other legal services related to the cases. The hourly rates for the firm's attorneys range from $300 to $1,490. Paraprofessional rates range from $255 to $485 per hour. Bennett Silverberg, Esq., is the primary attorney who will be representing the committee. Mr. Silverberg's current hourly rate is $1,025 but the attorney has agreed that the rate be capped at $785 per hour. Mr. Silverberg disclosed in court filings that his firm neither holds nor represents an interest adverse to the Debtors' estates. Brown Rudnick can be reached through: Bennett S. Silverberg, Esq. Brown Rudnick LLP Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 Facsimile: (212) 209-4801 E-mail: bsilverberg@brownrudnick.com - and - Tristan G. Axelrod, Esq. One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 Facsimile: (617) 856-8201 E-mail: taxelrod@brownrudnick.com About Beavex Holding Corporation Founded in 1989, BeavEx Incorporated and its affiliates -- https://beavex.com/ -- are providers of ground and air transportation, warehousing and courier services, providing "last mile" delivery services, often consisting of controlled substances or otherwise highly sensitive materials to over 800 customers nationwide. The Company is headquartered in Atlanta, Georgia and employ 369 people. BeavEx Holding Corporation and four of its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-10316) on Feb. 18, 2019. In the petitions signed by CRO Donald Van der Wiel, BeavEx estimated $10 million to $50 million in assets and $50 million to $100 million in estimated liabilities. The Hon. Laurie Selber Silverstein over the cases. Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors. Donald Van der Wiel of S3 Advisors, LLC, is serving as the Debtors' CRO. Stretto acts as claims and noticing agent. BEAVEX HOLDING: Committee Taps Dundon as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors of BeavEx Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Dundon Advisers LLC as its financial advisor. The firm will assist the committee in reviewing the financial reports of the company and its affiliates; monitor the Debtors' restructuring process; review any proposed bankruptcy plan; analyze the transactions proposed by the Debtors as the basis for resolution of their Chapter 11 cases; and provide other financial advisory services related to the cases. The firm will charge these fees: Matthew Dundon $630 per hour Alex Mazier $600 per hour Jonathan Feldman $600 per hour Phillip Preis $500 per hour Harry Tucker $450 per hour Matthew Dundon, principal of Dundon Advisers, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Dundon Advisers can be reached through: Matthew Dundon Dundon Advisers LLC 440 Mamaroneck Avenue, Fifth Floor Harrison, NY 10528 Phone: 917-838-1930 / 914-341-1188 Fax: 212-202-4437 Email: md@dundon.com About Beavex Holding Corporation Founded in 1989, BeavEx Incorporated and its affiliates -- https://beavex.com/ -- are providers of ground and air transportation, warehousing and courier services, providing "last mile" delivery services, often consisting of controlled substances or otherwise highly sensitive materials to over 800 customers nationwide. The Company is headquartered in Atlanta, Georgia and employ 369 people. BeavEx Holding Corporation and four of its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-10316) on Feb. 18, 2019. In the petitions signed by CRO Donald Van der Wiel, BeavEx estimated $10 million to $50 million in assets and $50 million to $100 million in estimated liabilities. The Hon. Laurie Selber Silverstein over the cases. Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors. Donald Van der Wiel of S3 Advisors, LLC, is serving as the Debtors' CRO. Stretto acts as claims and noticing agent. BEAVEX HOLDING: Committee Taps Saul Ewing as Delaware Counsel ------------------------------------------------------------- The official committee of unsecured creditors of BeavEx Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Saul Ewing Arnstein & Lehr LLP. The firm will serve as Delaware bankruptcy counsel to the committee in the Chapter 11 cases filed by BeavEx and its affiliates. Saul Ewing will be paid at hourly rates for the services of its attorneys and paralegals: Partners $385 - $975 Special Counsel $375 - $795 Associates $250 - $450 Paralegals $90 - $350 Lucian B. Murley, Esq., a partner at Saul Ewing, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Saul Ewing can be reached through: Mark Minuti, Esq. Saul Ewing Arnstein & Lehr LLP Lucian B. Murley, Esq. 1201 North Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 E-mail: mark.minuti@saul.com E-mail: luke.murley@saul.com About Beavex Holding Corporation Founded in 1989, BeavEx Incorporated and its affiliates -- https://beavex.com/ -- are providers of ground and air transportation, warehousing and courier services, providing "last mile" delivery services, often consisting of controlled substances or otherwise highly sensitive materials to over 800 customers nationwide. The Company is headquartered in Atlanta, Georgia and employ 369 people. BeavEx Holding Corporation and four of its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-10316) on Feb. 18, 2019. In the petitions signed by CRO Donald Van der Wiel, BeavEx estimated $10 million to $50 million in assets and $50 million to $100 million in estimated liabilities. The Hon. Laurie Selber Silverstein over the cases. Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors. Donald Van der Wiel of S3 Advisors, LLC, is serving as the Debtors' CRO. Stretto acts as claims and noticing agent. BERGEN PLAZA: $3.6M Sale of Fairview Commercial Property Approved ----------------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey authorized Bergen Plaza Fairview, LLC's sale of the commercial property located at 501-503 Fairview Avenue, Fairview, New Jersey, to Fred A. Daibes for $3.6 million. A hearing on the Motion was held on March 26, 2019 at 11:00 a.m. The proceeds of sale may be applied to satisfy the valid liens on the Subject Property. Sufficient funds may be held in escrow by the Debtor's attorney to pay real estate broker's commissions (if any) and attorney's fees for the Debtor's attorneys upon further order of the Court. Other closing fees payable by the Debtor may be satisfied from the proceeds of sale and adjustments to the price as provided for in the contract of sale may be made at closing. The balance of proceeds will be paid to the Trust Account of The Kelly Firm, P.C. in the Debtor's case. A copy of the HUD settlement statement will be forwarded to the United States Trustee within five days after closing. The conveyance of the Subject Property is free and clear of all other liens, claims and encumbrances, with valid liens, if any, to attach to the proceeds of sale, and free and clear of the tenancy rights (if any) of Alexander Dinaerpotadre. About Bergen Plaza Fairview Bergen Plaza Fairview, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-13370) on Feb. 22, 2017. In the petition signed by Aaron Taub, manager, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. Judge Stacey L. Meisel is assigned to the case. The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C., as counsel. BIG E AUTOMOBILE: Plan Solicitation Period Extended Until June 17 ----------------------------------------------------------------- Judge Christopher Alston of the U.S. Bankruptcy Court for the Western District of Washington extended the period during which Big E Automobile Rebuild, Inc. can solicit acceptances for its plan of reorganization through June 17. The company's current exclusive filing period expired on April 15. About Big E Automobile Rebuild Based in Burien, Washington, Big E Auto Rebuild, Inc. -- http://www.bigeautorebuild.com/-- offers complete auto body shop and auto paint shop services. It has been family owned and operated since 1970 and provides service to Seattle, West Seattle, Bellevue, Renton, SeaTac, Kent and Federal Way areas from the Burien facility. Big E Automobile Rebuild sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-12732) on July 12, 2018. In the petition signed by John Willard, president, the Debtor disclosed $287,786 in assets and $2,633,442 million in liabilities. Judge Christopher M. Alston presides over the case. Donald A. Bailey, Esq., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. BLACKRIDGE TECHNOLOGY: Incurs $17.2 Million Net Loss in 2018 ------------------------------------------------------------ BlackRidge Technology International, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $17.15 million on $247,869 of revenues for the year ended Dec. 31, 2018, compared to a net loss of $15.34 million on $81,968 of revenues for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $13.97 million in total assets, $8.80 million in total liabilities, and $5.16 million in total stockholders' equity. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. Liquidity and Capital Resources At December, 2018, the Company had total current assets of $4,974,958, including cash of $4,693,950, and current liabilities of $8,806,325, resulting in working capital deficit of $3,831,367. Its current assets and working capital include receivables of $1,022,292, inventory of $56,003 and prepaid expenses of $122,713. As the Company has worked toward its new product launches, the Company has primarily financed recent operations, the development of technologies, and the payment of expenses through the issuance of its debt, common stock, preferred stock and warrants. For the year ended Dec. 31, 2018, net cash used in operating activities was $10,652,541, as a result of its net loss from continued operations of $17,150,967 and increases in inventory of $15,595 and decreases in deferred revenue of $5,225, accounts payable of $241,897 and accounts payable and accrued expenses – related party of $58,370, partially offset by non-cash expenses totaling $4,960,515, decreases in accounts receivable of $115,088 and prepaid expenses of $238,929, and increases in accrued interest of $682,916, accrued interest - related party of $121,263 and wages payable of $700,802. Cash used in investing activities for the year ended Dec. 31, 2018 was $2,309,377 compared to $1,425,276 for the year ended Dec. 31, 2017. The increase of $884,101 in the current period is due primarily to an increase in capitalized engineering costs related to the Company's technology development. For the year ended Dec. 31, 2018, net cash provided by financing activities was $17,233,999, comprised of proceeds from short term convertible notes of $16,832,000, short term convertible notes from related party of $732,000, and advances from related parties of $75,000, partially offset by the repayment of short-term notes of $5,000 and repayments of long-term notes of $400,001. For the year ended Dec. 31, 2017, net cash provided by financing activities was $9,538,718, comprised of proceeds from the sale of common stock of $8,482,450, preferred stock of $275,000 and warrants exercised of $43,334, proceeds from short term convertible notes of $1,250,000 and advances – related party of $115,000, partially offset by the repayment of short-term notes of $38,989, repayments of short-term convertible notes of $100,000, repayments of long-term notes of $433,342 and cash outflows from discontinued operations of $54,735. Based on the Company's current business plan, it anticipates that its operating activities will use approximately $900,000 in cash per month over the next twelve months, or $10.8 million. BlackRidge said "Currently we do not have enough cash on hand to fully implement our business plan, and will require additional funds within the next year. We believe that our operations will not begin to generate significant cash flows until the second quarter of 2019 when we expect to begin new product contracts. "In order to remedy this liquidity deficiency, we are actively seeking to raise additional funds through the sale of equity and debt securities, and ultimately plan to generate substantial positive operating cash flows. Our internal sources of funds will consist of cash flows from operations, but not until we begin to realize substantial revenues from sales. If we are unable to raise additional funds in the near term, we may not be able to fully implement our business plan, and it is unlikely that we will be able to continue as a going concern." The Company's report on Form 10-K is available from the SEC's website at https://is.gd/zlkcdC. About BlackRidge Technology Headquartered in Reno, Nevada, BlackRidge Technology, formerly known as Grote Molen, Inc. -- http://www.blackridge.us/-- develops and markets next generation cyber defense solutions that enables its customers to deliver more secure and resilient business services in today's rapidly evolving technology and cyber threat environments. The Company's network, server, and cloud security products are based on its patented Transport Access Control technology and are designed to isolate, cloak and protect servers and cloud services from cyber-attacks and block unauthenticated access. BlackRidge products are used in enterprise and government computing environments, the industrial Internet of Things (IoT), commercial blockchains, and other cloud service provider and network systems, military grade and patented network security technology. Blackridge Technology incurred a net loss of $15.34 million in 2017 compared to a net loss of $7.21 million in 2016. As of Sept. 30, 2018, BlackRidge had $11.19 million in total assets, $6.03 million in total liabilities, and $5.15 million in total stockholders' equity. Haynie & Company, in Salt Lake City, Utah, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2017, citing that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. BLUE RIBBON: Moody's Alters Outlook on B2 Ratings to Negative ------------------------------------------------------------- Moody's Investors Service affirmed Blue Ribbon, LLC's B2 ratings and changed the outlook to negative from stable. The negative outlook reflects the fact that Blue Ribbon's $95 million revolving credit facility is current with the expiration set for November 13, 2019. Failure to address liquidity needs in the near term could cause a ratings downgrade. The absence of a revolving credit facility would weaken the company's otherwise good liquidity. Moody's expects that the company will generate positive free cash flow in 2019 resulting in minimal revolver usage this year, and be in a position to be totally out of the revolver in 2020. Nevertheless, the revolver is an important alternate liquidity source in the event of unexpected operating challenges and it is also used for letters of credit. It is Moody's understanding that the company is already in discussions with its banks to extend the revolver and expects that this issue will be addressed within the next few months. Once addressed, the outlook could be stabilized. Blue Ribbon, LLC Ratings affirmed: Corporate Family Rating at B2 Probability of Default rating at B2-PD Senior Secured First lien term loan due 2021 at B2 (LGD3) Senior Secured Revolving credit facility expiring 2019 at B2 (LGD3) Outlook changed to negative from stable RATINGS RATIONALE Blue Ribbon's B2 Corporate Family Rating reflects its high financial leverage (Debt to EBITDA in the mid 6 times range including Moody's adjustments), small scale and its heavy reliance on its largest brand, Pabst Blue Ribbon, which accounts for nearly half of sales and has seen slowing revenue growth and recent volume declines. The company has seen accelerated top line declines for the last several years as it has downsized its hard soda portfolio and exited the hard cider business. At the same time, the rating reflects its portfolio of more than 30 other active brands that are helping to revitalize and premiumize its portfolio. Moody's expects that the company will continue to face tough competition from larger competitors. While operating margins have improved in recent years, they are still thin relative to larger beer producers. Blue Ribbon also has more limited geographic diversity and small scale compared to other beer companies and to other beverage companies in general. The rating is supported by its well-known, iconic brands, the strong market position of its largest brand in the sub-premium segment, success of certain recent brand additions and partnerships, minimal need for working capital and capital investment, and good cash flow. While the beer category has been in decline in the US for some time, Blue Ribbon has successfully taken pricing which helps to mitigate the volume declines. In November, 2018 the company settled its lawsuit with MillerCoors, the details of which have not been made public. Management believes that this gives the company some time to determine a strategy for how it will handle beer production well before that agreement terminates. Moody's expects that the company will also need to address its longer term financing needs, as its first lien term loan matures in November, 2021. With the court case now behind them, Moody's expects that Blue Ribbon will have more cash flow available for debt repayment and that it will be in a position to move forward on a longer term transition and operating plan. The rating could be upgraded if the company demonstrates solid liquidity, provides visibility into a longer term operating plan, generates good and predictable cash flows, successfully executes its growth strategies to support sustained top line and operating profit expansion, improves its scale and diversification and reduces leverage. In addition, an upgrade would require that leverage is reduced such that debt to EBITDA (including Moody's standard adjustments) is below 5 times. The rating could be downgraded if the company fails to address liquidity including its alternate liquidity arrangements, if operating performance weakens such that EBIT/interest approaches 1 times, debt/EBITDA is sustained above 7 times, or free cash flow becomes negative. In addition, leveraged acquisitions, or leveraging transactions including substantial dividend distributions before debt/EBITDA declines below 4 times, could also lead to a downgrade. The principal methodology used in these ratings was "Global Alcoholic Beverage Industry" published in March 2017. Headquartered in Los Angeles, California, Blue Ribbon, LLC (parent company of Pabst Brewing Company) is the largest privately held independent brewer in the US, though well behind market leaders in scale, with a portfolio of iconic American beer brands. Major brands in the company's portfolio include Pabst Blue Ribbon, Lone Star, Rainier, Old Milwaukee, Colt 45, Schlitz and Not Your Father's hard sodas. The company also has a long-term arrangement to market and distribute Tsingtao in the US. The company is owned by a consortium of investors which consists of the Great American Brewing Company (owned by Eugene Kashper) and TSG Consumer Partners, a private equity firm with a focus in consumer products. Net sales for 2019 are expected to reach approximately $500 million. BONDFIELD CONSTRUCTION: Gets Initial Order Under CCAA Proceedings ----------------------------------------------------------------- The Hon. Justice Hainey of the Ontario Superior Court of Justice (Commercial List) entered an initial order granting Bondfield Construction Company Limited and its affiliates to seek relief under the Companies' Creditors Agreement Act., and appointed Ernst & Young Inc. as monitor for the Companies. According to court documents, the Companies sought a stay of proceeding and other relief under the CCAA in order to secured the breathing room necessary to focus the Bondfield Group's efforts on completing the construction projects on which the Bondfield Group is currently engaged, while seeking to restructure its affairs, with the ultimate goal of maximizing value for the Bondfield Group's stakeholders. The Bondfield Group is insolvent. It is currently unable to pay its liabilities as they come due, and its credit facility has matured. The Bondfield Group has had insufficient funds to "keep the lights on" without third-party support since August 2018. Only funds advanced by the Bondfield Group's surety have allowed it to remain operational for the past half-year. The Bondfield Group's senior lender -- Bridging Finance Ltd. -- has threatened to realize on its security over all the Bondfield Group's assets. As of March 31, 2018, Bonfield Construction had total assets with a book value of about $429 million, including current assets of $417 million. However, $167 million of those current assets relate to amount due from related parties. As of that date, Bondfield Construction had $361 million in total liabilities. A copy of the Initial Order and other materials related to these proceedings is available on the Monitor's web-site: https://documentcentre.eycan.com/Pages/Main.aspx?SID=1451 Lawyers for the Companies: OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto, ON M5X 1B8 Michael De Lellis Tel: +1 416.862.5997 Email: mdelellis@osler.com Jeremy Dacks Tel: +1 416.862.4923 Email: jdacks@osler.com Shawn T. Irving Tel: +1 416.862.4733 Email: sirving@osler.com Martino Calvaruso Tel: +1 416.862.6665 Email: mcalvaruso@osler.com Evan J. Barz Tel: +1 416.862.4209 Fax: +1 416.862.6666 Email: ebarz@osler.com Ernst & Young can be reached at: ERNST & YOUNG LLP Ernst & Young Tower 100 Adelaide Street West P.O. Box 1 Toronto, Ontario M5H 0B2 Alex Morrison Tel: +1 416.941.7743 Email: alex.morrison@ca.ey.com Alison Ho Tel: +1 416.943.3119 Email: alison.ho@ca.ey.com Allen Yao Tel: +1 416.943.3470 Email: allen.yao@ca.ey.com Lawyers for Ernst & Young LLP: NORTON ROSE FULBRIGHT CANADA LLP Royal Bank Plaza, South Tower 200 Bay Street, Suite 3800 P.O. Box 84 Toronto, Ontario M5J 2Z4 Tony Reyes Tel: +1 416.216.4825 Email: tony.reyes@nortonrosefulbright.com Alan Merskey Tel: +1 416.216.4805 Email: alan.merskey@nortonrosefulbright.com Evan Cobb Tel: +1 416.216.1929 Email: evan.cobb@nortonrosefulbright.com Alexander Schmitt Tel: +1 416.216.2419 Email: alexander.schmitt@nortonrosefulbright.com Catherine Ma Tel: +1 416.216.4838 Fax: +1 416.216.3930 Email: catherine.ma@nortonrosefulbright.com Lawyers to Bridging Finance: GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, Ontario M5H 2S7 Howard Wise Tel: +1 416.597.4281 Email: hwise@goodmans.ca Christopher G. Armstrong Tel: +1 416.849.6013 Email: carmstrong@goodmans.ca Loren Cohen Tel: +1 416.849.6921 Email: lcohen@goodmans.ca Graham Smith Tel: +1 416.597.4161 Email: gsmith@goodmans.ca Andrew Harmes Tel: +1 416.849.6923 Fax: +1 416.979.1234 Email: aharmes@goodmans.ca Financial Advisors to the Companies: FAAN ADVISORS GROUP INC 20 Adelaide Street East, Suite 920 Toronto, Ontario M5C 2T6 Naveed Manzoor Tel: +1 416.258.6415 Email: naveed@faanadvisors.com Daniel Sobel Tel: +1 647.272.8383 Email: daniel@faanadvisors.com Bondfield Construction Company Limited -- https://www.bondfield.com/ -- is a general construction company providing services to both public and private sector clients. BRIGHT MOUNTAIN: Reports $5.3 Million Net Loss for 2018 ------------------------------------------------------- Bright Mountain Media, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common shareholders of $5.33 million on $1.73 million of advertising revenue for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $3.01 million on $1.10 million of advertising revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Bright Mountain had $5.02 million in total assets, $1.60 million in total liabilities, and $3.42 million in total shareholders' equity. As of Dec. 31, 2018, the Company had a balance of cash and cash equivalents of $1,042,457 and working capital of $881,949 as compared to cash and cash equivalents of $101,231 and negative working capital of $395,315 at Dec. 31, 2017. The Company's current assets increased 43% at Dec. 31, 2018 from Dec. 31, 2017 which reflects the substantial increase in its cash balance and increases in its prepaid expenses primarily attributable to the consulting and advisory agreements with Spartan Capital, offset by decreases in accounts receivable as well as the impact on the decrease in assets held for sale for discontinued operations and current assets related to those discontinued operations. Bright Mountain said, "Our operations do not provide sufficient cash to pay our cash operating expenses and we have historically been dependent upon loans and equity purchases from Mr. Speyer to provide sufficient funds for our operations. During 2018 we were also materially dependent upon the capital raised in the private placements. If we are unable to increase our revenues to a level which provides sufficient funds to pay our operating expenses without relying upon loans and equity purchases from related parties or third party investment capital, our ability to continue to as a going concern are in jeopardy. We expect that we will need to raise an additional $2,000,000 in capital during 2019 for use in our operations. We also expect to continue to seek to raise capital from private sources during 2019, however we are not a party to any agreement or understanding for firm commitments for this capital. Any delay in raising sufficient funds will delay the continued implementation of our business strategy and could adversely impact our ability to significantly increase our revenues in future periods. In addition, if we are unable to raise the necessary additional working capital, absent a significant increase in our revenues, of which there is no assurance, we will be unable to continue to grow our company and may be forced to reduce certain operating expenses in an effort to conserve our working capital." EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/Nna8al. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company which focuses on connecting brands with consumers as a full advertising services platform. Bright Mountain Media's assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content, services and products. The websites are primarily geared for a young, male audience with several that focus on active, reserve and retired military audiences as well as law enforcement and first responders. CAFFE VALDINO: Ch. 11 Trustee Appointment, Ch. 7 Conversion Sought ------------------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2, asked the U.S. Bankruptcy Court for the Southern District of New York to appoint a Chapter 11 trustee for Caffe Valdino, Inc., or in the alternative, convert the Chapter 11 case to Chapter 7. The U.S. Trustee guaranteed that turning control of the Debtors, their assets, and their potential causes of actions over to chapter 11 trustee would reassure creditors and other parties-in-interest that the estate’s fiduciary is looking out for them. As an alternative to the appointment of a chapter 11 trustee, the gross mismanagement of the Debtor justifying the appointment of a chapter 11 trustee also provides cause for the conversion of the case to a chapter 7. In this case, the Debtor's lease expires April 30, 2019. To the extent, the Debtor has been unable to renegotiate a new lease with Sotto Sopra Realty Corp. Hence, there is cause to convert the Debtor’s case as the termination of the lease is a substantial loss and there is an absence of reasonable likelihood of rehabilitation of the Debtor. About Caffe Valdino Caffe Valdino, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-10436) on Feb. 12, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Richard Byron Peddie, Esq., at Richard Byron Peddie, P.C. CARROLL COUNTY ENERGY: S&P Rates New Senior Secured Debt 'BB' ------------------------------------------------------------- S&P Global Ratings assigned a 'BB' rating to Carroll County Energy LLC's senior secured debt. The preliminary '1' recovery rating indicates S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. CCE has raised $456.5 million in senior secured term loan to partially fund a $20 million distribution to the sponsors, refinance the prior $425 million term loan balance (unrated), and fund transaction expenses. CCE used the prior term loan to fund the construction and initial operation of the project. Geographic location provides feedstock price advantage. CCE is located in the Utica shale play and in close proximity to the Marcellus shale region and is connected to Kinder Morgan's Tennessee Gas Pipeline. S&P expects CCE to benefit from relatively inexpensive natural gas due to its proximity to prolific shale plays resulting in a differential to Henry Hub pricing on average of minus $0.13 over the life of the term loan. "The stable outlook reflects our view that CCE will maintain high availability and dispatch generally in the 90% range. We expect operational performance to be in line with the technical consultant's forecast and capacity prices in 2022 and 2023 to clear at least $120 MW per day," S&P said. S&P anticipates the DSCR during the next 12 months to be greater than 2x, with a minimum DSCR of 2.17x over the life of the project. CLOUD PEAK: Common Stock Will be Delisted from NYSE --------------------------------------------------- The New York Stock Exchange notified the Securities and Exchange Commission via a Form 25 on April 11, 2019 of its intention to remove the common stock of Cloud Peak Energy Inc. from listing and registration on the Exchange at the opening of business on April 22, 2019, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. The Exchange has determined that the Company is no longer suitable for listing based on 'abnormally low' price levels, pursuant to Section 802.01D of the Listed Company Manual. The Exchange, on March 26, 2019, determined that the Common Stock of the Company should be suspended immediately from trading, and directed the preparation and filing with the Commission of this application for the removal of the Common Stock from listing and registration on the Exchange. The Company was notified by phone and by letter on March 26, 2019. Pursuant to the above authorization, a press release regarding the proposed delisting was issued and posted on the Exchange's website on March 26, 2019. Trading in the Common Stock was suspended intra-day on March 26, 2019. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified time period. Consequently, all conditions precedent under SEC Rule 12d2-2(b) to the filing of this application have been satisfied. About Cloud Peak Energy Cloud Peak Energy Inc. -- www.cloudpeakenergy.com -- is a coal producer headquartered in Gillette, Wyoming. Cloud Peak Energy mines low sulfur, subbituminous coal and provides logistics supply services. The Company owns and operates three surface coal mines in the Powder River Basin (PRB), the lowest cost major coal producing region in the nation. The Antelope and Cordero Rojo mines are located in Wyoming and the Spring Creek Mine is located in Montana. In 2018, Cloud Peak Energy sold approximately 50 million tons from its three mines to customers located throughout the U.S. and around the world. Cloud Peak Energy also owns rights to substantial undeveloped coal and complementary surface assets in the Northern PRB, further building the Company's long-term position to serve Asian export and domestic customers. Cloud Peak Energy is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak incurred a net loss of $717.96 million in 2018, following a net loss of $6.63 million in 2017. As of Dec. 31, 2018, the Company had $928.65 million in total assets, $634.98 million in total liabilities, and $293.67 million in total equity. PricewaterhouseCoopers LLP, in Denver, Colorado, the Company's auditor since 2008, issued a "going concern" qualification in its report dated March 14, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018 citing that the Company has experienced a reduction in available liquidity that raises substantial doubt about its ability to continue as a going concern. COMPLETE FITNESS: Deborah Fish Appointed as Successor PCO --------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 9, appointed Deborah L. Fish as the Successor Patient Care Ombudsman for Complete Fitness Rehabilitation, Inc. The appointment was necessitated by the passing of the originally appointed PCO, Charles Taunt. Deborah Fish emphasized in her Affidavit as Successor PCO that she is a "disinterested person" as that term is defined in Bankruptcy Code Sec. 101(14). Deborah Fish can be reached at: Deborah L. Fish ALLARD & FISH, P.C. 1001 Woodward Avenue, Suite 850 Detroit, MI 48226 Tel: 313-961-6141 Email: dfish@allardfishpc.com About Complete Fitness Rehabilitation Complete Fitness Rehabilitation, Inc., filed a voluntary Chapter 11 petition (Bankr. E.D. Mich., Case No. 18-55077) on Nov. 6, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Maria L. Oxholm. Lynn M. Brimer, Esq., at Strobl & Sharp, PC, is the Debtors' bankruptcy counsel. Daniel M. McDermott, U.S. Trustee for Region 9, appointed Charles J. Taunt as the Debtors' patient care ombudsman. COMPLETION INDUSTRIAL: $200K Sale of Rolling Stock Assets Approved ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas authorized Completion Industrial Minerals, LLC's private sale of its remaining rolling stock assets, consisting of vehicles and other items of self-propelled motorized equipment, to Nitke Sales, Inc. for $200,000. The sale is free and clear of all Interests of any kind or nature whatsoever, with all such Interests of any kind or nature whatsoever to attach to the net proceeds of the Sale. Regardless of the remaining matters to be adjudicated with respect to the Motion, the Order will be deemed a final order regarding the relief granted. The transfer of the Rolling Stock to Nitke pursuant to the APA constitutes a legal, valid and effective transfer of the Rolling Stock, and will vest Nitke with all right, title and interest of CIM in and to the Rolling Stock free and clear of all Interests of any kind or nature whatsoever, excepting real property ad valorem taxes for 2019 ad valorem taxes on the Rolling Stock, which taxes will continue to attach to and create a lien on such Rolling Stock to which such a lien attaches under applicable non-bankruptcy law, and as otherwise appropriate. About Completion Industrial Minerals Completion Industrial Minerals, LLC -- http://www.ciminerals.com/ -- is a producer of northern alpha quartz proppants. It is a full-service provider of products and services from the quarry to the rail head at destination. Completion Industrial Minerals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-43208) on Aug. 1, 2017. In the petition signed by Thomas Giordani, its president, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Russell F. Nelms oversees the case. Fishman Jackson Ronquillo PLLC is the Debtor's counsel. * * * Completion Industrial Minerals has moved for appointment of a Chapter 11 trustee to take over management of the estate. CIM says it does not have the cash resources to fund continued operations and its current management does not have particular expertise in bankruptcy restructuring matters. COX LAND & TIMBER: DOJ Watchdog Appoints Victor Hartman as Examiner ------------------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 21, appointed Victor E. Hartman as the Examiner for Cox Land & Timber, Inc. Accordingly, the U.S. Trustee asked the U.S. Bankruptcy Court for the Northern District of Georgia to approve the appointment of Mr. Hartman. The U.S. Trustee consulted with Ward Stone, Esq., David Bury, Esq., Michael Lambros, Esq., Melissa Carperos, Esq., Whitney Groff, Esq., and J. William Boone, Esq. regarding the selection and appointment of the examiner. About Cox Land & Timber Cox Land & Timber, Inc., is a timber company based in Pike County, Georgia. The Company appraises timber to determine its value, harvests timber, buys timber, and offers cutting and thinning services. Cox Land & Timber filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-12425) on Nov. 21, 2018. In the petition signed by John B. Cox, president and CEO, the Debtor estimated $1 million to $10 million in assets and $0 to $50,000 in liabilities. The Hon. Homer W. Drake is the case judge. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as bankruptcy counsel. C. Brian Jarrard, LLC, is special counsel. CREDIT MGMT: $1.1M Sale of North Las Vegas Property to Higbee OK'd ------------------------------------------------------------------ Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Credit Management Association, Inc.'s sale of the real property located at 3110 Cheyanne Ave., North Las Vegas, Nevada to Law Firm of Higbee & Associates for $1,125,000. A hearing on the Motion was held on March 27, 2019 at 9:30 a.m. The Debtor is authorized to assign the existing third party Office Lease, dated Dec. 1, 2016, between the Debtor, as Lessor, and PrideStaff, Inc., as Lessee, to the Buyer, at closing. The proceeds of the sale will be utilized to pay closing costs, brokers' commissions and the debt owed to Valley Bank and secured by first deed of trust on the Property, as well as discharge of any additional obligations of the Property, such as current real property taxes. The net proceeds from the sale will be remitted to the Debtor. About Credit Management Association Credit Management Association, Inc. -- http://creditmanagementassociation.org/-- is a non-profit association that has served business-to-business companies since 1883. CMA helps credit, collection, and financial decision-makers get the information and support they need to make fast, accurate credit decisions. In addition, CMA assists insolvent companies with workouts or liquidation through cost effective alternatives to bankruptcy. CMA has 800 members who pay a $495 annual fee for full membership or a $265 annual fee for an associate membership. CMA is headquartered in Las Vegas, Nevada. Credit Management Association, based in North Las Vegas, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-16487) on Oct. 31, 2018. In the petition signed by Kimberly Lamberty, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Mike K. Nakagawa oversees the case. The Debtor hired Clark Hill, PLLC, as reorganization counsel. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. CYCLE-TEX INC: $26.5K Sale of Dalton Equipment to Columbia Approved ------------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Cycle-Tex, Inc.'s sale of equipment located at 1711 Kimberly Drive, Dalton, Georgia, as more particularly described in Exhibit A, to Columbia Recycling Corp. for $26,500. The sale is free and clear of any liens, claims, and encumbrances. The Debtor is authorized to use and distribute the Sales Proceeds for payment of all customary closing costs, if any, and all net proceeds are to be paid to First Bank of Dalton and applied against First Bank of Dalton's claim, which is secured by a first priority lien in the Equipment and the proceeds thereof. All Sales Proceeds will be remitted to First Bank of Dalton within five days of receipt by the Debtor. Notwithstanding Bankruptcy Rule 6004 or otherwise, the Order will be effective immediately on entry and any stay of the Order is waived so that the Debtor may close any sale contemplated herein immediately upon entry of the Order and the Sale Proceeds will be disbursed as stated herein immediately upon the closing of the sale. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Cycle-Tex_Inc_86_Sales.pdf About Cycle-Tex Inc. Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia, that recycles thermoplastic post-industrial waste. It produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision-cutting, densifying and pelletizing. Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Jones & Walden, LLC, as its legal counsel. CYCLE-TEX INC: $53K Sale of Dalton Equipment to Cross Approved -------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Cycle-Tex, Inc.'s sale of equipment located at 1711 Kimberly Drive, Dalton, Georgia, as more particularly described in Exhibit A, to Cross Plains Trading Co, LLC, for $53,000. The sale is free and clear of any liens, claims, and encumbrances. The Debtor is authorized to use and distribute the Sales Proceeds for payment of all customary closing costs, if any, and all net proceeds are to be paid to First Bank of Dalton and applied against First Bank of Dalton's claim, which is secured by a first priority lien in the Equipment and the proceeds thereof. All Sales Proceeds will be remitted to First Bank of Dalton within five days of receipt by the Debtor. Notwithstanding Bankruptcy Rule 6004 or otherwise, the Order will be effective immediately on entry and any stay of the Order is waived so that the Debtor may close any sale contemplated herein immediately upon entry of the Order and the Sale Proceeds will be disbursed as stated herein immediately upon the closing of the sale. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Cycle-Tex_Inc_87_Sales.pdf About Cycle-Tex Inc. Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia, that recycles thermoplastic post-industrial waste. It produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision-cutting, densifying and pelletizing. Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Jones & Walden, LLC, as its legal counsel. CYCLE-TEX INC: Proposed Sale of Trailers for $2K Each Approved -------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Cycle-Tex, Inc.'s sale of trailers described in Exhibit A for no less than $2,000 per unit to good faith purchasers, free and clear of any liens, claims, and encumbrances. The Debtor is authorized to use and distribute the Sales Proceeds for payment of all customary closing costs, if any, and all net proceeds are to be paid to First Bank of Dalton and applied against First Bank of Dalton's claim, which is secured by a first priority lien in the Equipment and the proceeds thereof. All Sales Proceeds will be remitted to First Bank of Dalton within five days of receipt by the Debtor. Notwithstanding Bankruptcy Rule 6004 or otherwise, the Order will be effective immediately on entry and any stay of the Order is waived so that the Debtor may close any sale contemplated immediately upon entry of the Order and the Sale Proceeds will be disbursed as stated immediately upon the closing of the sale. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Cycle-Tex_Inc_85_Sales.pdf About Cycle-Tex Inc. Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia, that recycles thermoplastic post-industrial waste. It produces polypropylene, polyethylene and nylon 6 pellets in a wide range of melt-flow characteristics. Cycle-Tex also does toll conversion for companies such as grinding, precision-cutting, densifying and pelletizing. Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Paul W. Bonapfel oversees the case. The Debtor tapped Jones & Walden, LLC, as its legal counsel. DANIEL SPURRIER: $535K Sale of Leesburg Property Approved --------------------------------------------------------- Judge Cynthia P. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized Daniel R. Spurrier's sale of the residential real property located at 9431 Silver Lake Drive, Leesburg, Lake County, Florida to Adam Smith for $534,600, cash. The sale is free and clear of federal tax liens of the Internal Revenue Service recorded in Official Record Book 4682, page 777, public records of Lake County, Florida, and Official Record Book 4780, page 1726, public records of Lake County, Florida. At the closing of the sale of the property, after paying ordinary and necessary closing costs and expenses, broker commissions, real estate taxes, and the first mortgage on the property, all remaining proceeds of sale will be paid towards the taxes represented by the Tax Liens. To the event the Tax Liens are not paid in full out of the proceeds of sale of the property, the Tax Liens will attach to the pre-petition personal property of the Debtor. The counsel for the Debtor is directed to serve a copy of the Order on interested parties and file a proof of service within three days of entry of the Order. Counsel for Debtor: Richard W. Hennings, Esq. RICHARD W. HENNINGS PA 600 Jennings Avenue Eustis, FL 32726 Telephone: (352) 343-3335 Primary E-mail: rhennings@comcast.net Secondary E-mail: nikispringston@comcast.net Daniel R. Spurrier sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-02189) on April 17, 2018. The Debtor tapped Richard W. Hennings, Esq., at Richard W. Hennings PA, as counsel. DAYMARK REALTY: Objecting Creditors Seek Trustee, Ch. 7 Conversion ------------------------------------------------------------------ Objecting Creditors, Richard Carlson as Beneficiary of GREIT Liquidating Trust, Tyrone Wynfield, liquidating trustee for NNN Capital Fund I, LLC, etc., asked the U.S. Bankruptcy Court for the Southern District of Florida to covert the Chapter 11 case of Daymark Realty and its affiliates, Daymark Properties Realty Inc. and Daymark Residential Management Inc., to Chapter 7, or in the alternative, appoint a Chapter 11 Trustee for the Debtors. According to the Creditors, the Debtors have no ongoing business or employees and no assets of determinable value. Hence, Chapter 7 liquidation is appropriate under these circumstances. Moreover, the Creditors revealed that the Debtors are seeking to set the case for confirmation of the proposed Plan having filed only a single Monthly Operation Report (MOR). The single MOR reflects no income and the only expense being rent of $700.00 per month. Without more information that would be provided in the unfiled and overdue MORs, the Creditors are unable to determine whether there are additional grounds for dismissal or conversion such as (i) continuing losses or diminution of the estate or (ii) gross mismanagement of the estate. Therefore, the Objecting Creditors respectfully request the entry of an order converting the case under chapter 7, or in the alternative, the appointing a Chapter 11 Trustee. The Creditors are represented by: Kenneth J. Catanzarite, Esq. CATANZARITE LAW CORPORATION 2331 West Lincoln Avenue Anaheim, CA 92801 Tel: (714) 540-5544 Email: kcatanzarite@catanzarite.com About Daymark Realty Advisors/Daymark Properties Realty Based in Fort Laudersale, Florida, Daymark Realty Advisors Inc. is a provider of strategic asset management and structured finance services to private and institutional owners of commercial real estate. Daymark Realty and affiliates Daymark Properties Realty Inc. and Daymark Residential Management Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Lead Case No. 18-23750) on November 4, 2018. The petition was signed by Espen Schiefloe, chief restructuring officer. In its petition, Daymark Realty estimated $207 in assets and $22,223,304 in liabilities. The Debtors tapped Edelboim Lieberman Revah Oshinsky PLLC, as counsel and BMC Group, Inc., as claims, noticing and balloting agent. DENNIS JOHNSON II: Trustee's Proposed Compromise Fair, Equitable ---------------------------------------------------------------- Bankruptcy Judge Frank W. Volk granted the Motion to Compromise or Approve Settlement filed by Trustee Thomas H. Fluharty and denied Denise Johnson's Motion to Treat Trustee's Motion to Compromise as a Sale Motion. Mr. Fluharty sought approval of the Fluharty Motion to Compromise pursuant to Federal Rule of Bankruptcy Procedure 9019. He contends that the proposed compromise is both "fair and equitable" and in the best interests of the estates. He asserts that he exercised his sound business judgment in negotiating the Fluharty Motion to Compromise, and he also believes it meets the standards found in governing precedent. Denise Johnson contended that the Fluharty Motion to Compromise should be treated as a sale motion governed by 11 U.S.C. section 363, such that she would be able to present an "Upset Bid" and, essentially, buy the District Court Action from Mr. Fluharty. The proponent of the compromise bears the burden of showing the proposed accord is in the best interest of the estate. In assessing the fairness and equity of the compromise, four factors are considered: The probability of success in litigation; the potential difficulties in any collection; the complexity of the litigation and the expense, inconvenience, and delay necessary in attending it; and the paramount interest of the creditors. Mr. Fluharty has three decades of experience as a trustee. He became the nerve center of the Coal Enterprise entities from the moment he entered the case. In sum, he took the reins amidst chaos and engineered a path forward with good results. Foremost, he righted the ship from an environmental standpoint and then negotiated a complex sale of coal-related assets at a most difficult time in the coal industry. He did so despite Mr. Johnson’s obstruction of his efforts. Importantly, while noting some necessary speculation is involved, he believes the proposed settlement would result in doubling the payout percentage to unsecured creditors. There are thus good reasons for sustaining his exercise of business judgment under the circumstances. Moving to the applicable factors, the probability of success in the District Court Action appears slim at best. Those with significant expertise in predicting the outcome of a case will often telescope multifaceted litigation down to its essence. The process mimics what the finder of fact might be expected to do in its assessment of the case from a top-down perspective. Mr. Fluharty did so here with his cogent inquiry of Special Counsel. Lest there be any doubt where he stood on the matter -- and after having interacted with Mr. Johnson, becoming deeply involved in the estates, and immersing himself in the basis for the District Court Action -- he answered his own inquiry as follows: "[T]here is a likelihood that anything that really relied upon Mr. Johnson's testimony would be ignored by a jury." There is simply no basis to question either his superior vantage point on the matter or the basis for his underlying opinion concerning where the outcome of the litigation would fall. Next, respecting the potential difficulties in collection, the defendants in the District Court Action would be expected to pay any settlement or judgment resulting. But this factor begs the question when the prospects on the first factor are so impaired, as here. Concerning the complexity of the litigation and the expense, inconvenience, and delay necessary in attending it, much work remains to be done in the District Court Action, not the least of which is developing a complete evidentiary record, preparing multiple dispositive motions and engaging in other pretrial activities, along with an inevitable trial that may last weeks rather than days. The road ahead for the parties, lawyers, the presiding district judge and the jury is daunting indeed and littered with the potential for abundant obstacles, not the least of which is considerable delay as the case develops. With the prospects for success so limited, one begins to appreciate how Mr. Fluharty's decision on this matter took shape. The final factor is the paramount interest of the creditors. There is a real prospect that the further dissipation of resources resulting from the District Court Action will result in an administratively insolvent estate. Having considered the applicable factors, and the entirety of the evidentiary record, the Court concludes that the Fluharty Motion to Compromise is fair and equitable and in the best interests of the estate. A copy of the Court's Memorandum Opinion and Order dated March 31, 2019 is available at: http://bankrupt.com/misc/wvsb3-16-30227-1500.pdf About Dennis Ray Johnson Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 16-30227) on May 9, 2016, and was represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC. In January 2017, Mr. Johnson tapped Lewis Glasser Casey & Rollins PLLC as new counsel. Mr. Johnson is a businessman with ownership interests in at least 10 entities. He operates various rental real estate entities and coal associated operations. Mr. Johnson is a member of each of the following debtor companies -- Appalachian Mining and Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC, Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC -- and has filed a motion asking the Bankruptcy Court to jointly administer the bankruptcy cases. Mr. Johnson is also a guarantor of the debt for most of the companies. Mr. Johnson operated as a debtor-in-possession until Thomas Fluharty was appointed Chapter 11 trustee on November 7, 2016. Counsel for the Trustee is Joe M. Supple, Esq., at Supple Law Office PLLC, in Point Pleasant, West Virginia. DIRECTVIEW HOLDINGS: Widens Net Loss to $10 Million in 2018 ----------------------------------------------------------- Directview Holdings, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $10.05 million on $4.10 million of total net sales for the year ended Dec. 31, 2018, compared to a net loss of $1.54 million on $2.90 million of total net sales for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $1.97 million in total assets, $22.76 million in total liabilities, and a total stockholders' deficit of $20.79 million. The Company has incurred losses since its inception, and has an accumulated deficit of $39,427,642 as of Dec. 31, 2018. Its operations have been financed primarily through the issuance of equity and debt. DirectView said "We are constantly evaluating our cash needs and our burn rate, in order to make appropriate adjustments in operating expenses. We anticipate that our cash used in operations will continue to increase as a result of becoming a public company as a result of increased professional fees. Our continued existence is dependent upon, among other things, our ability to raise capital and to market and sell our products and services successfully. While we are attempting to increase sales, growth has not been significant enough to support daily operations, there is no assurance that we will continue as a going concern. If we are unable to continue as a going concern and were forced to cease operations, it is likely that our stockholders would lose their entire investment in our company." Assurance Dimensions, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company had a net loss and cash used from operations of approximately $10,058,000 and $1,854,000, respectfully for the year ended of Dec. 31, 2018 and a working capital deficit of approximately $21,351,000 as of Dec. 31, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/0QONev. About Directview Holdings DirectView Holdings, Inc., (DIRV) together with its subsidiaries, provides video surveillance solutions and teleconferencing products and services to businesses and organizations. Based in Boca Raton, Florida, the company operates in two divisions, Security (Video Surveillance) and Video Conferencing. The Security division offers technologies in surveillance systems providing onsite and remote video and audio surveillance, digital video recording, and services. It also sells and installs surveillance systems; and sells maintenance agreements. The company sells its products and services in the United States and internationally through direct sales force, referrals, and its websites. The Video Conferencing division offers teleconferencing products and services that enable clients to conduct remote meetings by linking participants in geographically dispersed locations. It is involved in the sale of conferencing services based upon usage, the sale and installation of video equipment, and the sale of maintenance agreements. This division primarily provides conferencing products and services to numerous organizations ranging from law firms, banks, high tech companies and government organizations. DirectView Holdings maintains two websites at http://www.directview.com/and http://www.directviewsecurity.com/ DPW HOLDINGS: Anson Funds et al. Have 9.9% Stake as of April 2 -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities and individuals reported that as of April 2, 2019, they beneficially own 1,408,390 shares of common stock of DPW Holdings, Inc., representing 9.99 percent of the shares outstanding: * Anson Funds Management LP (d/b/a Anson Funds); * Anson Management GP LLC; * Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC; * Anson Advisors Inc., an Ontario, Canada corporation; * Amin Nathoo, a director of Anson Advisors Inc.; and * Moez Kassam, a director of Anson Advisors Inc. This Schedule 13G relates to the Common Stock of the Issuer purchased by a private fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors. Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors to the Fund and may direct the vote and disposition of the 1,408,390 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC may direct the vote and disposition of the 1,408,390 shares of Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 1,408,390 shares of Common Stock held by the Fund. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 1,408,390 shares of Common Stock held by the Fund. A full-text copy of the regulatory filing is available for free at: https://is.gd/3AGucr About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $10.89 million in 2017, following a net loss of $1.12 million in 2016. As of Sept. 30, 2018, the Company had $53.10 million in total assets, $25 million in total liabilities, and $28.09 million in total stockholders' equity. The report from the Company's independent accounting firm Marcum LLP, in New York, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EARL GAUDIO: Ice Miller Final Applications for Payment Partly OK'd ------------------------------------------------------------------ Ice Miller LLP, Counsel to Debtor Earl Gaudio & Son, Inc., filed its fourth and final application for Allowance and Payment of Compensation and Reimbursement of Expenses for the Period Dec. 16, 2017 to Sept. 5, 2018, and Final Application for Allowance and Payment for All Prior Fee Periods and the Fourth and Final Application of First Midwest Bank (FMB), Custodian for the Debtor, for Allowance and Payment of Compensation and Reimbursement of Expenses for the Period Jan. 1, 2018 to Sept. 5, 2018, and Final Application for Allowance and Payment for All Prior Periods. Bankruptcy Judge Mary P. Gorman allowed in part and denied in part both applications. In their Fourth and Final Fee Applications, FMB and Ice Miller seek final approval of all previously awarded fees, as well as a request for newly incurred fees. Unfortunately but not all that surprisingly, their applications again raise serious concerns. One of the more significant problems is a previously undisclosed payment of $120,629.61 made by FMB from the Debtor's funds to Ice Miller in December 2015. Ice Miller contends that the payment was first discovered in the preparation of the Fourth and Final Fee Application and that, although not disclosed in prior fee applications, the payment was, in fact, disclosed in the DIP Report for the December 2015 filing period. Whatever the case, Ice Miller suggests that the amount could simply be credited against what additional fees are awarded, characterizing it as an increased return and benefit to unsecured creditors. Properly employed professionals are entitled to "reasonable compensation for actual, necessary services rendered" and "reimbursement for actual, necessary expenses." 11 U.S.C. section 330(a)(1)(A)-(B). The fundamental prerequisite to being compensated, however, is that the professional be properly employed. At this late stage, serious questions exist as to whether FMB and Ice Miller were properly employed in the case in the first place and whether they should have continued to be employed throughout the case. Thus, a legitimate concern exists as to whether either is entitled to any compensation at all. Both entities failed to disclose relevant information regarding their own connections to interested parties in this bankruptcy. In doing so, each risked not only the denial of further payment from the estate but also the revocation of their employment and disgorgement of amounts previously awarded. The Court has tried to impress upon Ice Miller and FMB the importance of the procedures governing employment and compensation of professionals throughout its tenure in this case. Unfortunately, the Court's words appear to have fallen on deaf ears, and FMB and Ice Miller will lose another significant portion of their requested fees. In making this decision, the Court is mindful that Ice Miller is a nationally recognized firm and that the attorneys who have appeared in the case all have strong credentials. But Ice Miller's excellent reputation and the strong credentials of its attorneys aggravate the fact that the work here, after the sale of the Anheuser-Busch distributorship, was done half-heartedly and with little concern for maximizing results and minimizing fees. The Court finds it incredible that Ice Miller does not have a time and billing program that would allow the proper tracking of work done, fees to be charged, and payments made. But through four successive fee applications, errors have permeated the requests and a $120,000 payment made in 2015 was not properly accounted for until 2018. And the Court finds it stunning that no Ice Miller attorney appearing before this Court ever thought that disclosure of multiple state-court actions wherein they represented the custodian here, FMB, was merited, even though the state-court matters involved many of the same players and issues pending before this Court. To be clear, such disclosure was required, and Ice Miller must pay the price for its nondisclosure. FMB is also to blame for many of the problems here. The Court has not seen FMB actively involved in prior cases and, accordingly, has little knowledge of its reputation or the qualifications of its employees. But its performance here was poor, and its recent disclosure of amounts overcharged and overpaid from years ago represents more than a bookkeeping error. It was a breach of fiduciary duty. FMB should seriously consider whether it has the expertise to handle complex matters of this type before accepting similar employment. And to be clear, its failure to disclose key information regarding its connections to and interactions with related persons and entities was its own mistake and one for which it is responsible and must be charged. A copy of the Court's Opinion dated March 29, 2019 is available at: http://bankrupt.com/misc/ilcb13-90942-930.pdf About Earl Gaudio & Son, Inc. Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor disclosed $11,849,187 in assets and $8,489,291 in liabilities as of the Chapter 11 filing. John David Burke, Esq., and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the Debtor's counsel. The U.S. Trustee appointed five creditors to serve in the Official Committee of Unsecured Creditors. The Committee retained Evans, Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin, P.C., as its counsel. EASTERN ILLINOIS UNIVERSITY: S&P Ups 2005 Rev. Bond Rating to BB- ----------------------------------------------------------------- S&P Global Ratings raised its long-term rating and underlying rating (SPUR) to 'BB-' from 'B+' on Eastern Illinois University Board of Trustees' auxiliary facilities system (AFS) revenue bonds, series 2005, issued for Eastern Illinois University (EIU). In addition, S&P raised its SPUR on the university's certificates of participation (COPs) outstanding, series 2005, to 'BB-' from 'B+'. The outlook is stable. "The upgrade reflects our view that EIU's financial recovery is well underway based on the significant work of the university management team, exemplified by growth in enrollment in fall 2018 for the first time in many years," said S&P Global Ratings credit analyst Jessica Wood. During the past 18 months, EIU has received stable state funding disbursements, leading to surplus results in fiscal 2018, and significantly mitigating short-term liquidity risks, which S&P views positively in the university's financial recovery process. "We assess EIU's enterprise profile as adequate, characterized by a smaller enrollment base that has experienced material declines in each of the past few years--although in fall 2018, freshmen and overall enrollment increased materially, which we view positively. We assess EIU's financial profile as vulnerable, with improving operations and available resources, driven primarily by state operating appropriations received in the past two years. EIU's balance-sheet ratios remain weak, in our opinion, despite recent growth," S&P said. Combined, the rating agency believes these credit factors lead to an indicative stand-alone credit profile of 'bb'. As S&P's criteria indicate, the final rating can be a notch above or below the indicative stand-alone credit profile. "In our opinion, the 'BB-' rating better reflects our view of the school's slim available resource ratios compared with those of peers and our opinion that, while financial recovery is underway, some uncertainty remains in terms of the institution's enterprise profile," S&P said. Total full-time equivalent (FTE) student enrollment peaked in fall 2006 at 10,592 and has since fallen every year at both the undergraduate and graduate levels. Enrollment for fall 2017 was 7,030 (5,339 FTEs), which was down 5% from the prior year--but enrollment increased for the first time in several years in fall 2018, to 7,526 (5,892 FTEs), which S&P views positively and indicative of the significant efforts of senior management. Besides declining demographics in the Midwest and increased competition for students, the multiyear budgetary problems at the state level had a negative impact on enrollment for the past several years. Management attributes the recent enrollment increases to its significant recruitment efforts. The stable outlook reflects S&P's view that, while EIU is rebounding from the state's budget impasse, enrollment will remain pressured and its financial operations will normalize, with break-even to surplus operations expected in fiscal 2019 and available resources improving modestly in the one-year outlook period. A positive rating action would be contingent upon some stabilization and maintenance of EIU's enrollment, coupled with continued, consistent break-even operating margins and growth in available recourse ratios. S&P would also expect that state operating funds would continue to be disbursed in a timely manner before considering a positive rating action. S&P said it could consider a negative rating action during the outlook period should the university experience continued and significant enrollment declines; sustained, material operating deficits; or a substantial decline in available resources. Any delay in regular state operating fund disbursement could also stress the rating, according to S&P. EMC HOTELS: Trustee's $18.5M Sale of Nyack Hotel Assets Approved ---------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the transaction process of Fred Stevens, the Chapter 11 trustee of EMC Hotels and Resorts, LLC, for the sale of the estate's interest in the personal and real property located at 400 High Street, Nyack, New York, commonly Known as the Time Nyack Hotel, plus any and all Personal, tangible and intangible Property of the Debtor, wherever located, to Juniper Time Investor, LLC for $18,534,000. Upon Closing, the Property will be transferred, sold and delivered to the Successful Transaction Party free and clear of all Liens and Claims of any person or entity. The Successful Transaction Party is purchasing the Property subject to the Property Taxes and is expressly assuming any and all liability of the Debtor and the Debtor's estate for such Property Taxes. Effective as of the Closing, the Trustee is authorized to pay the agreed amount of the Debtor's outstanding secured indebtedness to the following creditors in the following order and priority: (i) Juniper, as transferee of the secured claim held by Bank Hapoalim B.M. and (ii) Nyack Hotel Fund LLC, from the proceeds of Transaction or otherwise, unless otherwise agreed. Within two business days after the Closing, BV Grill will surrender possession and control and vacate the Property. The Trustee will not assume and assign any executory contracts or unexpired leases to the Successful Transaction Party and all Contracts are deemed to be rejected by the Debtor as of the Closing, with the exception of the Debtor's credit card processing agreements. The Credit Card Processing Agreements will be deemed to be rejected on the day on which the Debtor files and serves upon the non-Debtor counterparties to the Credit Card Processing Agreements a Notice of Rejection along with a copy of the Order. Within two business days of entry of this Order, the Trustee will serve a copy the Order on all non-Debtor counterparties to the Contracts. The deadline for non-Debtor counterparties to the Contracts to file a proof of claim to assert any claim arising from the rejection of the Contracts will be 30 days following the date of entry of the Order. The Transaction Order is a final order for purposes of Bankruptcy Rule 8001. The Transaction Order will take effect immediately upon its entry and for good cause will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, or otherwise. A copy of the Contract attached to the Order is available for free at: http://bankrupt.com/misc/EMC_Hotels_162_Order.pdf About EMC Hotels and Resorts EMC Hotels and Resorts LLC is the owner of the 133-room Time Nyack Hotel and the real property on which it is located at 400 High Avenue, Nyack, New York. An involuntary Chapter 7 petition (Bankr. S.D.N.Y. Case No. 18-22932) was filed against EMC Hotels and Resorts LLC on June 18, 2018, by alleged creditors Evolve Controls, CJB Asset Management Group LLC, and Consolidated Companies Inc., d/b/a Best Landscape. On July 20, 2018, the Court entered an order granting a motion to convert the Chapter 7 case to a case under Chapter 11 of the Bankruptcy Code. The case is related to EMC Bronxville Metropolitan LLC, f/k/a Metloft Bronxville, LLC, (Bankr. S.D.N.Y. Case No. 18-22963). Judge Robert D. Drain is the case judge. James B. Glucksman at Rattet PLLC is the Debtor's counsel; and Cushman & Wakefield, Inc. as its real estate broker. Fred Stevens was appointed as the estates' Chapter 11 trustee. The trustee tapped Klestadt Winters Jureller Southard & Stevens, LLP, as his general counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC as his financial advisor. EXTRACTION OIL: Fitch Affirms 'B+' LT IDR, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating of Extraction Oil & Gas, Inc. (XOG) at 'B+'. The Rating Outlook remains Stable. Fitch also affirmed Extraction's secured revolver at 'BB+'/'RR1' and the unsecured notes at 'BB'/'RR2'. The ratings for Extraction are reflective of the company's sizeable oil-focused position in the DJ Basin, competitive cost structure leading to solid unit economics (netbacks of $23.6 for 2018), a favorable hedging policy that protects the downside risk before money is spent on completion activities and locks in returns, and a credit conscious financial policy. The Stable Outlook reflects Fitch's expectation of continued production growth that allows the company to build scale and the expectation that XOG is approaching FCF neutrality in the E&P segment. These positive ratings drivers are offset by risks including a lack of gas processing capacity through 2019, curtailing production in regions where XOG gas is dedicated to DCP Midstream's lines, and the potential regulatory issues that have persisted in Colorado over the past few years. KEY RATING DRIVERS Colorado Regulatory Risk: Oil and gas developers in Colorado have been subject to increased regulatory scrutiny as well as ballot initiatives to severely curtail oil and gas production in that state. In November 2018, Proposition 112 was included on the statewide voter ballot. The measure would have restricted oil and gas development in the state by prohibiting all new development to be setback by 2,500 feet from certain structures (schools, homes, hospitals). The Colorado Oil & Gas Conservation Commission (COGCC) conducted a study that showed that 54% of Colorado's total land surface and 85% of all non-federal lands would be unavailable for development. The measure was defeated, but Fitch does not completely rule out the possibility of other initiatives. The State Senate passed a House-approved bill on April 3, 2019 that would place further limits on the oil and gas industry. The Governor has stated he will sign the bill. The bill would allow local governments to determine the location of oil and gas drilling operations as long as these regulations would be done in a "reasonable manner". In addition, the COGCC would be cut from nine members to seven, with the industry allowed one member instead of three. Finally, rules on forced pooling, which "forces" property right owners who object to drilling to be included in the revenue pool as long as one property owner consents. The new measure sets this number at 45% of all property owners. Fitch does not believe the regulation will have a material impact on Extraction since the company already operates in local-control counties and as received a large majority of its drilling permits in potentially-affected areas. Single Basin Asset Extraction has a large position of 179,300 net acres in the DJ Basin, including 68,700 core net acres recently acquired in its Hawkeye area located in Arapahoe and Adams counties. The company has identified 4,175 net mile long drilling locations in their core acreage in the Niobrara A, B, C and Codell formations. The reserve/production ratio implies 12.5 years of inventory based off of current production levels. Management is currently focusing on its western Wattenberg acreage given it has a higher oil cut. Fitch considers the DJ Basin as one of the more attractive oil-play basins in the U.S. Lower 48 in terms of production. The addition of two natural gas processing plants and pipeline infrastructure will also be beneficial to operators in that basin. Growing Production Profile: Extraction has exhibited very strong production growth with 2018 production increasing 47%. Fitch expects production growth to be in the high-teens in 2019 under a two rig drilling program. Extraction's production can be somewhat lumpy because of its well pad drilling and completions techniques. The company chooses to drill all the wells on a pad, frac them and then let the wells flow at the same time. This allows for greater rig mobilization efficiencies and less well interference when completing the wells. Fitch anticipates 1Q19 and 2Q19 production to be down as the company completes wells drilled during late-2018. However, as the wells are turned on, production growth should be strong as XOG exits 2019. Adequate Takeaway Capacity: Unlike other basins, such as the Permian or Western Canada, the DJ basin has significant crude oil pipeline takeaway capacity. As production in the region continues to grow, even more capacity is being built to meet this growth. In addition, NGL pipeline capacity is expected to more than double by the end of 2019, providing for more than sufficient capacity versus current demand. Ultimately, the real concern is gas processing capacity. When DCP brought on its Mewbourn 3 plant in 3Q18, it imposed a production allocation that resulted in a reduction of XOG's capacity. Midstream constraints impacted production by approximately 18.5MBoe/d, or 24%, in 2018. XOG is directing production from its Southern acreage to Western Gas to alleviate these constraints and expect further relief as constrained wells go on natural decline in 2020. In addition, there is approximately 1.2Bcf/d of new processing capacity expected to come on line in 2019, which would represent a 50% increase in processing capacity. Improving Credit Metrics: Extraction's credit metrics continue to improve rapidly with debt/EBITDA falling from 3.2x in 2017 to 2.5x in 2018. Fitch's base case anticipates this metric falling slightly to 2.2x in 2019 under a $57.50 WTI oil assumption. Management has stated its goal to bring leverage down to 1.5x, which Fitch believes is achievable in 2020 under its base case. Fitch estimates debt/1p reserves coming in at 4.0x in 2019 and improving throughout the forecast period. 2019 debt/flowing are forecasted at $17,700, which is in line with peers, and is expected to improve materially as production continues to grow. These credit metric levels give Extraction some headroom in a low commodity price environment and provides cushion during times of unexpected bottlenecks. FCF Profile Improving: Fitch expects Extraction's FCF profile to improve in 2019 and turn positive in 2020 assuming a base case $57.50 WTI price. Fitch expects XOG will be close to free cash neutral in 2019 when excluding the non-recourse midstream assets. Stock Repurchase Program: On April 1, 2019, Extraction announced that it was extending and increasing its stock repurchase program. The original program was to repurchase $100 million, and the company had repurchased $63 million (13 million shares). The announcement brings the total authorization to $163 million, which will expire on Dec. 31, 2019. Extraction also has the ability to repurchase its unsecured debt under its credit facility agreement as long as the net leverage ratio is not greater than 2.75x. Fitch anticipates the company will use cash on hand and revolver availability to fund both authorizations and does not believe these repurchases will have a material impact on credit metrics. Transportation Reduces Realized Prices: Although there is sufficient takeaway capacity, Extraction realizes an approximate $7-$8 differential to WTI in order to ship its crude out of the DJ basin. Fitch also estimates an approximate $0.70 differential to Henry Hub natural gas. Defensive Hedging Program: Extraction typically hedges 50%-70% of its next 18 month of production. Approximately 70% of 2019 production is hedged. Management's strategy is to use swaps in the near term months and calls in the outer months to preserve some upside in potential higher prices. DERIVATION SUMMARY Extraction's production profile is currently in line with other 'B' operators such as Ultra Petroleum (B-/Negative - 126mmboe/d), SM Energy (B+/Stable - 120mmboe/d), Comstock Resources (B-/Positive - 50mmboe/d), and Magnolia Oil and Gas (B/Stable - 48mmboe/d). Extraction's closest peer rated by Fitch is Great Western (B-/Stable), a pure-play operator in the DJ Basin. Great Western is smaller in terms of production (Fitch estimates 28 mboe/d in 2018) and acreage (60,000 net acres at the end of 2017). As a DJ single-basin operator, both companies are significantly exposed to Colorado regulatory risk. Although SM Energy is larger in terms of production, XOG has a higher oil cut (72% vs 61%) and a higher netback ($23.6 vs $19.9). QEP Resources (BB-/Evolving) pro forma production is similar to XOG at 83 mboe/d and its pro forma reserve base is higher (400mmboe-450mmboe range). QEP is currently commencing a review of strategic alternatives that could result in the sale of the company. Extraction's credit metrics are typical of other high 'B', low 'BB' range. XOG's debt/EBITDA of 2.5x is similar to QEP's (2.5x) and SM Energy (2.9x). Southwestern Energy (BB/Stable) is at 1.6x. XOG's FFO Fixed Charge Coverage of 6.4x is in line with QEP (6.1x) and slightly higher than SM (5.5x) and Comstock (5.2x). Fitch's recovery analysis for Extraction uses both an asset value based approach on observed transactions of like assets and a going-concern (GC) approach, with the following assumptions: Transactional and asset based valuation such as recent transactions for the DJ basin on a $/acre, SEC PV-10, flowing production, and proved reserve estimates were used to determine a reasonable sales price for the company's assets. The valuations were further adjusted to reflect scale, location, and asset quality. The valuations resulted in an average of $2,482 million, which primarily reflects the lack of developed reserves. Assumptions for the going-concern approach include: -- Fitch assumed a bankruptcy scenario exit EBITDA of $552 million and reflects the estimated stress case 2021 scenario, which assumes a prolonged commodity price decline with a slight recovery in 2021. -- GC enterprise value (EV) multiple of 4x versus a historical energy sector multiple of 6.7x. The multiple reflects the attractive drilling economics in the basin offset by on-going regulatory concerns. The going concern enterprise value of the company is $2,208 million. The GC enterprise value is used because it is higher than the liquidation value. After administrative claims of 10%, there is $1,987 million available to creditors. The first lien revolving credit facility is assumed 75% drawn as a commodity downturn would likely result in a lower borrowing base and reduced commitments. The credit facility is fully covered and is expected to receive a Recovery Rating of 'RR1'. The senior unsecured notes are also strongly covered and would have a Recovery Rating of a 'RR2'. KEY ASSUMPTIONS -- WTI crude price of $57.50 in 2019 and 2020 and a long-term price of $55.00; -- Henry Hub natural gas price of $3.25 in 2019 and a long-term price of $3.00; -- Production increases by 18% in 2019, 33% in 2020 driven by the release of constrained gas, and 10% in 2021; -- Reductions in cost per unit due to higher production levels; -- Capex of $720 million in 2019, $600 million in 2020 and $750 million in 2021; -- Any acquisitions are netted by divestitures; -- Share buyback plan is completed in 2019 ($135million of total $163 million plan). RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Increased production size, at or in excess of 100mboe/d; -- Sustained reduction in regulatory risk; -- Maintenance of debt/EBITDA below 3.0x and debt/flowing barrel below $20,000; -- Funds from operations (FFO) greater than $750 million; -- Mid-cycle lease adjusted FFO gross leverage less than 3.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Potential regulatory actions that materially impact DJ Basin operations; -- Mid-cycle debt/EBITDA above 3.5x; -- Loss in operational momentum leading to production below 60 mboe/d; -- Mid-cycle lease adjusted FFO gross leverage greater than 3.5x. LIQUIDITY Sound Liquidity Profile: Extraction had cash on hand of $285 million and $329 million of availability under its revolver as of December 2018. The revolver has a borrowing base of $1.2 billion but commitments are only $650 million. Fitch expects any FCF generated by XOG will primarily be used to reduce the revolver in the near term. Management has a stated goal of getting debt/EBITDA to 1.5x. The next maturity is when the revolver comes due in 2022. Extraction received an amendment on its revolving credit agreement in January 2019 that allows the company to repurchase its senior unsecured bonds as long as the net leverage ratio is not greater than 2.75x. As of February 2019, the company has repurchased notes with a nominal value of $13.1 million for $10.5 million. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Extraction Oil & Gas, Inc. -- Long-Term IDR at 'B+'; -- Senior secured revolver at 'BB+'/'RR1'; -- Senior unsecured notes at 'BB'/'RR2'. The Rating Outlook is Stable. EXTREME REACH: S&P Removes 'B-' ICR From CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings removed its 'B-' issuer credit rating on Extreme Reach Inc. from CreditWatch, where it had placed them with negative implications on Jan. 14, 2019. The company's completed refinancing alleviates concerns around the tight covenant cushion and refinancing risks. "After we removed the rating from CreditWatch, the outlook on the 'B-' issuer credit rating was stable. We subsequently withdrew the rating at the company's request. We have also withdrawn our issue-level ratings on the company's first-lien term loan, revolving credit facility, and second-lien term loan facility," S&P said. FAIRWAY ENERGY: Exclusive Plan Filing Period Extended Until June 24 ------------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the period during which Fairway Energy, LP and its affiliates have the exclusive right to file a Chapter 11 plan through June 24, and to solicit acceptances for the plan through Aug. 26. About Fairway Energy Fairway Energy -- http://www.fairwaymidstream.com/-- provides storage, throughput and ancillary services for third-party companies engaged in the production, distribution and marketing of crude oil. Its services are provided at the Pierce Junction Crude Oil Storage Facility. Fairway Energy, LP, and its affiliates Fairway Energy Partners, LLC, and Fairway Energy GP, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-12684 to 18-12686) on Nov. 26, 2018. The Debtors reported total assets of $382.7 million and total liabilities of $94 million as of Sept. 30, 2018. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Haynes and Boone, LLP, and Young Conaway Stargatt & Taylor, LLP as their legal counsel; Alvarez & Marsal North America, LLC as financial and restructuring advisor; and Prime Clerk LLC as claims and noticing agent. FIELDPOINT PETROLEUM: Incurs $3.25 Million Net Loss in 2018 ----------------------------------------------------------- Fieldpoint Petroleum Corporation has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $3.25 million on $2.16 million of total revenue for the year ended Dec. 31, 2018, compared to net income of $2.66 million on $3.03 million of total revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $4.68 million in total assets, $6.13 million in total liabilities, and a total stockholders' deficit of $1.44 million. As of Dec. 31, 2018 and 2017, the Company had a working capital deficit of approximately $3,166,000 and $3,122,000, respectively, primarily due to the classification of its line of credit with Citibank as a current liability. The line of credit agreement provides for certain financial covenants and ratios measured quarterly, which include a current ratio, leverage ratio and interest coverage ratio requirements. The Company was out of compliance with all three ratios as of Dec. 31, 2018 and 2017, and it does not expect to regain compliance in 2019. A forbearance agreement was executed in October 2016 and amended on Dec. 29, 2017, March 30, 2018, June 30, 2018, Sept. 30, 2018 and March 29, 2019. Citibank is in a first lien position on all of the Company's oil and natural gas properties under the terms of the Loan Agreement. Citibank lowered its borrowing base from $11,000,000 to $5,500,000 on Dec. 1, 2015, and lowered it again to $2,761,632 on Dec. 29, 2017. Its borrowing base was lowered again on June 30, 2018 to $2,585,132. Fieldpoint Petroleum said "We are actively meeting with investors for possible equity investments, including business combinations. We are continuing our effort to identify and market all possible non-producing or low producing assets in our portfolio to maximize cash in-flows while minimizing a loss of cash flow. We are also investigating other possible sources to refinance our debt as we continue to pay down our outstanding line of credit balance with a minimal effect on cash flow. Finally, we are continuing discussions with various individuals and groups that could be willing to provide capital to fund the operations and growth of the Company." The Company was not in compliance with the NYSE American continued listing standards and received an official delisting notice on Nov. 16, 2017, which could have a significant adverse impact on its ability to raise additional equity capital. The Company's warrants were also delisted from the NYSE American on Nov. 17, 2017, and subsequently expired on March 23, 2018. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/s2QMX9. About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas and Wyoming. FIRST NBC BANK: Gets Court Approval to Hire Accountant ------------------------------------------------------ First NBC Bank Holding Company received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Andrew Nash as its accountant. Mr. Nash will prepare the Debtor's 2016 and 2017 state income tax return. He will be paid a fixed-fee of $2,500 per tax return. Mr. Nash does not represent nor hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. About First NBC Bank Holding Company First NBC Bank Holding Company -- http://www.firstnbcbank.com/-- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The case is assigned to Judge Elizabeth W. Magner. Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy counsel. Phelps Dunbar, LLP serves as local counsel, and PricewaterhouseCoopers LLP serves as accountant. On May 18, 2017, the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors. Jeffrey D. Sternklar LLC is the committee's legal counsel while Stewart Robbins & Brown, LLC is its legal counsel. FUSION: Has Until June 3 to Comply with Nasdaq Listing Rules ------------------------------------------------------------ Fusion received, on April 4, 2019, a standard notice from Nasdaq stating that, as a result of not having timely filed its annual report on Form 10-K for the year ended December 31, 2018, Fusion is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. This notice has no immediate effect on the listing or trading of Fusion's common stock on the Nasdaq Global Market. Under Nasdaq's listing rules, Fusion has 60 calendar days from the date of the notice, or until June 3, 2019, to submit a plan to regain compliance. If the plan is accepted by Nasdaq, Fusion can be granted up to 180 calendar days from the Form 10-K's due date, or until September 30, 2019, to regain compliance. Fusion expects to submit a plan to regain compliance or file its Form 10-K within the timeline prescribed by Nasdaq. About Fusion Fusion (Nasdaq: FSNN) -- http://www.fusionconnect.com-- a provider of integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud(R). Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower our customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. GAMESTOP CORP: S&P Cuts ICR to 'BB-' on Weak Competitive Position ----------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on GameStop Corp. to 'BB-' from 'BB'. S&P also lowered its issue-level rating on the company's first-lien debt to 'BB+' from 'BBB-' and its issue-level rating on the unsecured notes to 'BB-' from 'BB'. All recovery ratings are unchanged. The downgrade reflects difficulties GameStop faces from increased competitive threats and heavy dependence on the core video game segment with last year's sale of mobile wireless and a slow transition toward collectibles. S&P recognized GameStop's efforts to diversify into higher-margin digital technology brands and collectibles. However, these categories still account for a small portion of the company's overall business (about 15% of total revenues), and have not been sufficient to offset the inherent business volatility in its largest business--video game hardware and software sales. The negative outlook reflects S&P's expectation that operating performance will remain pressured over the next 12 months. Though S&P recognizes the company's efforts to increase its focus on video games and collectibles, the rating agency also believes soft physical video game trends will continue and expects weaker credit metrics with leverage in the low-3x area and funds from operations (FFO) to debt in the low-20% area. S&P said it could lower the rating if secular shifts and increased competition lead to further erosion in GameStop's competitive position. "This scenario could likely occur if the company inadequately invests in its store base or is unable to broaden its digital gaming penetration, with cash resources allocated toward capital returns. In this case, it could see sustained declines in same-store sales and adjusted EBITDA margins declining below 8%. If its competitive position deteriorated and we expected debt to EBITDA to approach 4x or more and FFO to debt to be below 20%, we could lower the ratings," S&P said. "We could revise the outlook to stable if the company's strategic initiatives succeed in reducing risks of persistent same-store sales declines and stabilized EBITDA margins around 9%. If, for instance, we expected investments in the digital gaming or collectible businesses to offset secular declines associated with physical gaming, we could revise the outlook to stable," S&P said. This would likely result in prospects for leverage sustained at less than 4x and FFO to debt in 20% area, according to the rating agency. GLOBAL EAGLE: S&P Cuts ICR to CCC on Tightening Liquidity Profile ----------------------------------------------------------------- S&P Global Ratings lowered all ratings on Global Eagle Entertainment Inc. two notches, including the ICR to 'CCC', to reflect its view that the company is currently vulnerable to nonpayment over the next 12 months and is dependent on favorable business, financial, and economic conditions to meet its financial commitments. The downgrade reflects S&P's view that Global Eagle may not be able to meet its financial obligations over the next year if adverse business and financial conditions persist. The company's liquidity position has weakened following a free operating cash flow drain of about $115 million in 2018, compared with previous expectations of negative $50 million. This left the company with cash and revolver availability of about $70 million as of Dec. 31, 2018. Although S&P does expect the company to improve earnings with the realization of cost synergies, lower audit fees, and revenue growth supported by the backlog, the rating agency believes significant uncertainty exists around the level of free operating cash flow (FOCF) in 2019. The negative outlook incorporates uncertainty around Global Eagle's ability to generate positive free operating cash flow on a sustained basis given integration challenges with past acquisitions, elevated costs related to internal control deficiencies, a competitive market environment, and execution risk associated with recently announced headcount reductions. "We could lower the rating if operational missteps resulted in a lack of significant cash flow improvement over the next year, such that we believe a default or restructuring is likely within six months. This could be caused by pricing pressure, customer losses, delays in product installations, a lack of new business wins, or cost overruns," S&P said. "We could raise the rating if the company is able to significantly improve its liquidity profile, such that we no longer believe the potential exists for a liquidity shortfall over the next year. This would most likely be caused by positive FOCF on a sustained basis, enabled by an improvement in connectivity service margins approaching 25% from about 13% currently," S&P said. GOLDEN DAWN: Provides Update on Management Cease Trade Order ------------------------------------------------------------ Golden Dawn Minerals Inc., ("Golden Dawn" and the "Company") has provided a status update to the management cease trade order ()MCTO") issued by the British Columbia Securities Commission ()BCSC") on April 2, 2019, as announced in the Company's news release dated April 3, 2019, in connection with the Company failing to meet the filing deadline for its audited annual financial statements, related management's discussion and analysis and officer certifications for financial year ended November 30, 2018 ()Annual Filings"). As announced in the Company's news release dated March 15, 2019, the Company was unable to complete its Annual Filings as a result of the unexpected departures of the Company's former Chief Executive Officer, Wolf Wiese, due to a health reasons, and Chief Financial Officer, Andrea Yuan, to pursue other business interests. The Company's new Chief Financial Officer, Nicolette Keith, who, in concert with the new management individuals announced below, will continue to work diligently towards completing the Annual Filings in a timely manner. The Company anticipates that it will complete and file the Annual Filings by May 31, 2019. The Company further anticipates that it will file the first quarter financial results for the period ending February 28, 2019 concurrently with the Annual Filings. The Company confirms that it intends to comply with the provisions of the alternative information guidelines set out in the National Policy 12-203 Management Cease Trade Orders ("NP 12-203") for as long as it remains in default, including the issuance of a biweekly default status report issued in the form of a news release. The Company will also continue to disclose any other material information concerning its affairs and continuing business activities in accordance with National Policy 51-102 Continuous Disclosure Obligations. Appointment of Senior Officers and Director The Company announced that Mr. Christopher Anderson has agreed to accept an appointment as interim Chief Executive Officer and director of the Company. Mr. Anderson fills the vacancies left following the resignations of Mr. Stefan Bender as a director in August 2018 and Dr. Mathew Ball as interim Chief Executive Officer of the Company. Dr. Ball, P. Geo, has agreed to continue to provide his services as Chief Operating Officer and has further agreed to accept an appointment as President of the Company. Further, the Company announces that Scott LeSage has agreed to succeed Andrew Brown as Corporate Secretary of the Company. Mr. Anderson's appointment as an officer of the Company is on an interim basis to assist with the Company with its ongoing debt restructuring and future financing requirements. The Company's board believes that his success, prior to this appointment and working for his own account, in negotiating a debt restructuring opportunity with the Company's major credit makes him ideally situated provide this assistance to the Company. The Company expects that Mr. Anderson's role as interim CEO will be reviewed by the board of directors by the end of July 2019. During the time that Mr. Anderson maintains the position of interim CEO, the Company will pay to Mr. Anderson a salary of $15,000 per month as compensation for his services. In connection with his appointment as interim CEO, and in accordance with NP 12-203, Mr. Anderson has acknowledged and consented to his being made subject to the MCTO, and will, therefore, be prohibited from trading in securities of Golden Dawn until the conditions of the MCTO have been fulfilled or it is otherwise revoked. GUILBEAU MARINE: Seeks More Time to Gain Plan Acceptance -------------------------------------------------------- Guilbeau Marine, Inc. requested the U.S. Bankruptcy Court for the Eastern District of Louisiana that the time in which it has to gain acceptance of its Chapter 11 plan of reorganization be continued to June 7. The extension, if granted by the court, would give the company opportunity to confirm its plan within the exclusivity period. Guilbeau Marine filed its proposed plan and disclosure statement on Feb. 8. A court hearing to consider approval of the disclosure statement is scheduled for April 22. Assuming the court approves the disclosure statement, it will likely set a confirmation hearing approximately 35 to 45 days thereafter or around June 5, according to court filings. About Guilbeau Marine Guilbeau Marine, Inc., based in Golden Meadow, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-12409) on Sept. 11, 2018. In the petition signed by Anthony Guilbeau, Jr., president, the Debtor estimated $1 million to $10 million in assets and liabilities. Frederick L. Bunol, Esq., of The Derbes Law Firm, L.L.C., serves as bankruptcy counsel and Pontchartrain Capital, LLC, acts as financial advisor. GULFVIEW MEDICAL: Unsecureds to Get 60 Monthly Payments of $500 --------------------------------------------------------------- Gulfview Medical Institute filed a small business Chapter 11 plan and accompanying disclosure statement proposing to pay general unsecured creditors, classified in Class 2, $500 beginning on the Effective Date and ending 60 months. Equity interest holders are impaired. There shall be no distribution to the equity holders under the confirmed Plan and no dividends to this class. Payments and distributions under the Plan will be funded by the Debtor's income. A full-text copy of the Disclosure Statement dated March 26, 2019, is available at http://tinyurl.com/y28j6v87from PacerMonitor.com at no charge. About Gulfview Medical Institute Gulfview Medical Institute, PLLC, is a primary care provider based in based in Punta Gorda, Florida. Gulfview Medical Institute filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Bankr. M.D. Fla. Case No. 18-09165) on Oct. 25, 2018, listing under $1 million in both assets and liabilities. The Petition was signed by Joseph Ravid, MD, president. Craig I. Kelley, Esq., at Kelley & Fulton, PL, represents the Debtor. No official committee of unsecured creditors has been appointed. HERITAGE HOME: Alfred Guiliano Named Interim Trustee for HHG Global ------------------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee, notified Alfred T. Guiliano in his appointment as the Interim Trustee for HHG Global Designs LLC, HHG Real Property LLC, HH Group Holdings US, Inc., and HH Global II B.V. Further, Mr. Guiliano has been notified that the amount of his bond has been fixed by the United States Trustee. About Heritage Home Group Heritage Home Group LLC -- http://www.heritagehome.com/-- designs, manufactures, sources and retails home furnishings. The company markets its products through a wide range of channels, including its own Thomasville retail stores and through interior designers, multi-line or independent retailers and mass merchant stores. It was formed by an affiliate of KPS Capital Partners, LP in November 2013 to acquire the brand portfolio and certain related assets of Furniture Brands International, Inc. Heritage Home Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-11736 to 18-11740) on July 29, 2018. In the petitions signed by CRO Robert D. Albergotti, Heritage Home Group estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their legal counsel; Houlihan Lokey Capital, Inc., as their investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. HOME BOUND HEALTHCARE: Says PCO Appointment Not Necessary --------------------------------------------------------- Home Bound Healthcare, Inc., asked the U.S. Bankruptcy Court for the Northern District of Illinois to issue an order finding that the appointment of a patient care ombudsman is not necessary in its Chapter 11 case. The Debtor explained that it provides medical services to individuals in their homes and it does not operate any facilities that are used to provide medical care to patients or those house patients in need of medical care or hospice services. Further, the Debtor, in this case, provides medical services to patients through its employees that are nurses, physical therapists or home health workers. The Debtor does not employ physicians to deliver medical care to patients in their homes. The Debtor filed chapter 11 due to its financial difficulties. The event that prompted the filing of this case was the Small Business Administration, setting off its debt from the Debtor's medicare receivables. The sudden loss of its revenues prevented the Debtor from meeting its payroll and other obligations. Hence, the Debtor emphasized that the bankruptcy case was not caused by problems or issues related to patient care. Therefore, the Debtor requested the court to find that the patient care ombudsman is not necessary. About Home Bound Healthcare Bound Healthcare, Inc., is a home health care company that offers outpatient therapy, nursing, occupational, and rehabilitation services. Home Bound Healthcare, based in Flossmoor, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-05760) on March 5, 2019. In the petition signed by Julieta Mitra, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Janet S. Baer oversees the case. John D. Ioakimidis, Esq., at John D. Ioakimidis, Attorney at Law, serves as bankruptcy counsel. HOSPITALITY INTEGRATED: May 16 Hearing on Disclosure Statement -------------------------------------------------------------- The Court will consider the approval of the Disclosure Statement explaining the Chapter 11 Plan of Hospitality Integrated Services, Inc., at a hearing on May 16, 2019 at 11:00 a.m. The Disclosure Statement Hearing will be held in Courtroom 601 on the 6th Floor of the U.S. Bankruptcy Court located at 230 North 1st Avenue, Phoenix, Arizona 85003 at 11:00 a.m. The objection must be filed by May 9, 2019. The Debtor has been in the business of sales of wireless internet services to consumers and businesses. Under the proposed plan, general unsecured creditors are classified in Class 3 and will receive a distribution of 100% of their allowed claims to be distributed pro rata. The plan's funding will be provided by the ongoing commercial activity of the Debtor. The financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of at least $33,588.56. The final payment is expected to be paid on a date that has yet to be determined. A copy of the Disclosure Statement is available at https://is.gd/5Tl9Ow from Pacermonitor.com at no charge. About Hospitality Integrated Services Hospitality Integrated Services, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 18-08776) on July 24, 2018. In the petition signed by Daniel Taft, Sr., president and CEO, the Debtor estimated assets and liabilities of at least $50,000. The Debtor is represented by Douglas B. Price, Esq., of the Law Offices of Douglas B. Price, P.C. IDL DEVELOPMENT: CET Seeks Examiner to Probe Financial Affairs -------------------------------------------------------------- Continuum Energy Technologies, LLC (CET) requested the U.S. Bankruptcy Court for the District of Massachusetts to enter an order directing the U.S. Trustee to appoint an examiner for IDL Development, Inc. In this case, the Debtor burned through nearly $25 million while running up nearly $18.5 million of unpaid, unsecured claims. Thus, CET believed that the Creditors deserve an explanation of where the $25 million went, since it was not apparently spent creating value -- the Debtor has no products, no prototypes of products, no patents, no partnerships with other companies, etc. The Debtor's lack of any patent filings with $25 million of funding is particularly surprising since Dr. Chris Nagel filed 58 patent applications or invention disclosures during his tenure at CET based on funding of $25 million. Moreover, the Debtor's unexplained assumption of Dr. Nagel's significant liabilities to Ebur Investments, LLC, and Dr. Nagel's very high $400,000 per year salary, cry out for investigation of the Debtor's prepetition financial affairs by an independent examiner. CET is represented by: Jeremy R. Fischer, Esq. DRUMMOND WOODSUM 84 Marginal Way, Suite 600 Portland, ME 04101-2480 Tel. (207) 772-1941 Email: jfischer@dwmlaw.com About IDL Development Inc. IDL Development, Inc. is engaged in research in the field of "electromagnetic chemistry," which is the use of electromagnetic fields to manipulate, generate and change the properties of matter. Organized in 2014, IDL Development conducts research activities from a leased facility in Taunton, Massachusetts, and is funded through private equity investment. IDL Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14808) on Dec. 29, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Joan N. Feeney. Murphy & King, Professional Corp. is the Debtor's counsel. ILLINOIS STAR: Exclusive Plan Filing Period Extended Until June 6 ----------------------------------------------------------------- U.S. Bankruptcy Judge Laura Grandy extended the period during which Illinois Star Centre, LLC has the exclusive right to file a Chapter 11 plan through June 6, and to solicit acceptances for the plan through Sept. 5. About Illinois Star Centre Illinois Star Centre LLC owns the Illinois Star Centre Mall located at 3000 W. Deyoung Street, Marion. The mall, which is valued at $5.5 million, offers more than 50 stores and restaurants and serves the Southern Illinois Community with events that showcase local talent. Illinois Star Centre sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. In the petition signed by Dennis D. Ballinger, Jr., its managing member, the Debtor disclosed $5.6 million in assets and zero liabilities. The case is assigned to Judge Laura K. Grandy. Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and Hoffman Slocomb LLC, is its special counsel. The Debtor tapped Vista Properties and Investments to assist in the marketing and sale of its real estate located at 3000 DeYoung, Marion, Illinois. No official committee of unsecured creditors has been appointed in the case. INFOBLOX INC: Fitch Cuts Rating on 1st Lien Credit Facilities to B ------------------------------------------------------------------ Fitch Ratings has affirmed Infoblox Inc.'s. Long-Term Issuer Default Rating at 'B-'. The Rating Outlook is Stable. Fitch has also downgraded the 1st-lien revolving credit facility (RCF) and 1st-lien term loan B to 'B'/'RR3' from 'B+'/'RR2' and has affirmed the 2nd-lien term loan B at 'CCC'/'RR6'. Fitch's rating actions affect $791 million of total debt, including the undrawn $50 million 1st-lien senior secured RCF. The ratings and Outlook reflect Fitch's expectations for sustained momentum in its subscription and gradually improving profitability and cash flow. Fitch believes subscription sales will offset declines in Infoblox's licensing business and longer-term run-off of the associated maintenance and support revenue. Operating EBITDA margins should remain in the high-teens with FCF margins strengthening to the low-single digits range. However, leverage metrics, including FFO adjusted leverage, which incorporates changes in deferred revenue, will remain high for the rating through the forecast period, given the lack of debt reduction. KEY RATING DRIVERS Market Leadership: Fitch expects Infoblox Inc.'s market leadership in DDI, which includes domain name services (DNS), dynamic host configuration protocol (DHCP) and internet protocol address management (IPAM), to support improving operating performance through the rating horizon. Infoblox's leading and more than 50% share of worldwide DDI software and appliance markets (excluding DNS security) and large installed base should drive mid- to high-single digit revenue growth above that of the low- to mid-single digits of broader market, and meaningful recurring revenue. Limited FCF: Fitch expects FCF will remain limited due to high cash interest expense despite strengthening subscription and support contracts that typically are one to three years in duration and result in meaningful deferred revenue. Maintenance and support revenue should rebound from recent new product introduction-related customer deferrals but decline over time as customers shift to the subscription model, which embed maintenance and support. High Intermediate-Term Leverage: Fitch expects Infoblox will remain highly levered over the intermediate term, given positive but modest FCF available for debt reduction. As a result, Fitch expects lease adjusted FFO gross leverage will remain weak for the rating and well above the 5x level Fitch believes is appropriate for the rating. Significant Product Cyclicality: Fitch expects three- to five-year product cycles will drive uneven revenue growth for the product segment, representing a lower but still significant portion of the overall sales mix. Product sales should continue to decline given expanding relationships with existing customers and customers shifting to subscription should augment growth from solid maintenance and support revenue. Threat of Larger Entrants: Fitch believes the potential for larger players to enter the rapidly growing and fragmented DDI market via acquisition is a meaningful risk, given the relatively small size of the market and its attractive demand characteristics, including technology targets with more focused DNS product portfolios, focus on unique standards or industry or customer sets. Fitch believes bundling DNS services with a broad set of service offerings and leveraging a global sales footprint could affect industry pricing and profitability. Lower Recovery: Fitch has downgraded the 1st-lien senior secured RCF and term loan due to expectations for lower recovery in bankruptcy. Fitch reduced the going concern EBITDA to $60 million from the previous assumption of $75 million to reflect lower than previously expected operating EBITDA for the latest 12 months (LTM) ended Jan. 31, 2019 and forecasted for fiscal 2019. Fitch also lower the reorganization multiple to 6.5x from 7x to bring the Infoblox in line with similar leveraged software peers at Fitch. After taking administrative claims into account, Fitch estimates recovery of 65% for the 1st-lien secured notes and 0% recovery for the 2nd-lien senior secured notes, which map to an 'RR3' and 'RR6', respectively. DERIVATION SUMMARY Fitch believes Infoblox is more weakly positioned than similarly rated Barracuda Networks (Barracuda) and Gigamon, due to Infoblox's comparable financial flexibility and mission critical nature. Retention rates are comparable and consistent for as-a-service (aaS) companies and Infoblox's market share is solid at over 50%, despite the relatively small size of the DDI market. Infoblox generated negative FCF more recently but Fitch expects break even to modestly positive annual FCF through the rating horizon, driven by expanding profitability and profit margins, although leverage metrics, including FFO adjusted leverage, is meaningfully higher than those of Barracuda and Gigamon. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Low- to mid-single digit revenue growth through the rating horizon, driven by strong subscription and maintenance and subscription growth mostly offset by ongoing product declines. -- Adjusted operating EBITDA margin in the low- to mid-20s, due to restructuring, greater GTM efficiency, higher mix of maintenance and support sales and increasing aaS scale. -- Deferred revenue grows in line with recurring revenue. -- $60 million of going concern EBITDA, down from $75 million, reflecting more recent performance and Fitch's current expectations for top line growth. -- 6.5x reorganization multiple, down from 7x, better aligning Infoblox with its mission critical leveraged peers. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Expectations for annual FCF margins sustained above 5%; -- Above market revenue growth with operating EBITDA margins above 20%, supporting Infoblox's product strength and GTM strategy. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Expectations for sustained negative FCF from below market revenue growth; -- Expectations for FFO interest coverage approaching 1x or liquidity ratio below 1x; -- Operating EBITDA margin compression to mid-teens from pricing pressures to drive subscription adoption. LIQUIDITY Adequate liquidity: Fitch believes Infoblox's liquidity is adequate and, as of Jan. 31, 2019, consisted of $49.9 million of unrestricted cash and cash equivalents and an undrawn $50 million 1st-lien RCF expiring Nov. 7, 2023. Fitch's expectation for improving but still minimal annual FCF weighs on liquidity but should adequately cover quarterly payments under the 1st-lien term loan of only $1.25 million. Total debt at Jan. 31, 2019 was $741.3 million and consisted of $491.3 million of 1st-lien term loans maturing Nov. 7, 2023 and $250 million of 2nd-lien term loans maturing Nov. 7, 2024. FULL LIST OF RATING ACTIONS Infoblox Inc. -- Long-Term IDR affirmed at 'B-'; -- 1st-Lien Senior Secured RCF to 'B'/'RR3' from 'B+'/'RR2'; -- 1st-Lien Senior Secured Term Loan to 'B'/'RR3' from 'B+'/'RR2'; -- 2n Lien Senior Secured Term Loan affirmed at 'CCC'/'RR6'. The Rating Outlook is Stable. JC PLUMBING: Taps Fuller Appraisal to Conduct Property Valuation ---------------------------------------------------------------- JC Plumbing, Inc., filed an application seeking court approval to hire an appraiser to conduct a valuation of certain properties of its bankruptcy estate. In its application, the Debtor asked the U.S. Bankruptcy Court for the Western District of Arkansas to approve the employment of Fuller Appraisal and authorize the payment of $1,050 for its services nunc pro tunc. David Fuller, an appraiser employed with Fuller Appraisal, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Fuller Fuller Appraisal 1725 East Clark St. Fayetteville, AR 72701 Phone: 479-442-4248 Email: fulleda55@att.net About JC Plumbing Inc. JC Plumbing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark. Case No. 19-70328) on Feb. 6, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Ben T. Barry. The Debtor hired David G. Nixon, Esq., at The Nixon Law Firm, as its legal counsel. JOHNSON PUBLISHING: Files Chapter 7 Bankruptcy Petition ------------------------------------------------------- In an effort to maximize the value of its assets for the benefit of all of its creditors, and after many unsuccessful attempts to restructure, obtain alternative financing, or sell the company as a going concern, Johnson Publishing Company, LLC, has filed a voluntary case under Chapter 7 of the Bankruptcy Code. This decision was not easy, nor should it have been. Johnson Publishing Company is an iconic part of American and African American history since its founding in 1942, and the company's impact on society cannot be overstated. A confluence of adverse events and factors outside of the company's control led to this decision, including: (i) the failure of the purchaser of the company's media division to make required payments; (ii) the bankruptcy of one of the company's largest retailers; (iii) increasing competition from e-commerce in the cosmetic business; and (iv) a costly recall resulting from receiving products with quality issues from one of its manufacturers. In short, Johnson Publishing Company was caught in a tidal wave of marketplace changes and business issues which, despite exhaustive efforts, could not be overcome. The Chapter 7 case will provide a court-supervised process. It is the company's hope that the Chapter 7 Trustee will embark upon this process with a view toward maximizing the value of the assets of Johnson Publishing Company through a sale of such assets for the benefit of the company's creditors. A group with a proven track record of advancing cultural preservation, supporting community-based businesses and building and operating legacy brands has offered to purchase certain assets, and the offer will be presented to the Trustee for evaluation. While the process is now in the hands of a Chapter 7 Trustee, Johnson Publishing Company is grateful for its 77 years of existence, and the unwavering loyalty, dedication and commitment of its employees, vendors and customers. The incredible legacy and impact of Johnson Publishing Company will always be honored and hold a proud place in the African American experience. The filing was made on April 9, 2019, in the U.S. Bankruptcy Court for the Northern District of Illinois. KING'S PEAK: MBL Plan Discloses Approval of Proven Settlement ------------------------------------------------------------- Macquarie Bank Limited filed a Chapter 11 plan of liquidation and accompanying disclosure statement for King's Peak Energy, LLC. The funds necessary to enable the Debtor to wind-up the business and make Plan Distributions will be or have been obtained (i) from the operation of the Properties, (ii) by means of the Proven Settlement, (iii) as a result of the replacement of bonds by Transworld as required by the terms of the TW Sale and receipt by the Debtor of all bond funds with the exception of such as are specifically dealt with in the Proven Settlement, (iv) from the TW Sale (all of which is MBL Collateral), and (v) from the collection of Causes of Action and Avoidance Actions, if any (to which MBL reserves rights as regards claiming as its Collateral). Under the Proven Settlement: (1) Proven is entitled to retain or obtain the Specified Bonds and Bond Funds; (2) the Debtor will pay Proven $19,126.36; (3) the Debtor will pay PetCon $40,000; (4) the Debtor shall receive or retain the Proven Deposited Registry Funds (subject to the MBL Lien); (5) Proven shall have only an Allowed General Unsecured Claim of $75,000 to be treated as a Class 9 Claim and no Lien rights or Administrative Expense Claim; (6) the Debtor shall be the owner of all other bonds and bond funds, subject to the MBL Lien; and (7) the parties grant mutual releases of one another as set forth in the Proven Settlement. The Proven Settlement was approved by the Court on March 29, 2019. Class 9 consists of all General Unsecured Claims are impaired. The Reorganized Debtor shall pay the Holders of Allowed General Unsecured Claims a Pro Rata share of the General Unsecured Claims Fund in full satisfaction and discharge of the Allowed General Unsecured Claims, which payments shall be made on the later of (i) the Initial Distribution Date, or (ii) within twenty (20) business days after the date the Secured Tax Claim becomes an Allowed Claim. In the event any Holder of a Class 9 Claim objects to Confirmation ("Class 9 Objector") or Class 9 votes to reject the Plan ("Class 9 Rejection"), the consent of MBL to payment (i) of any Claim of a Class 9 Objector or (ii) to the Holders of Class 9 Claims in the event of a Class 9 Rejection shall, without further action on the part of any person or the Court, be deemed revoked. A full-text copy of the Disclosure Statement dated April 4, 2019, is available at http://tinyurl.com/y4f8sad3from PacerMonitor.com at no charge. Counsel for Macquarie Bank Limited: James T. Markus, Esq. Matthew T. Faga, Esq. Donald D. Allen, Esq. MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC 1700 Lincoln Street, Suite 4550 Denver, Colorado 80203-4505 Telephone (303) 830-0800 Facsimile (303) 830-0809 Email: jmarkus@markuswilliams.com -- and -- Louis M. Phillips, Esq. KELLY HART & PITRE One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-19 Phone: (225) 381-9643 Fax: (225) 336-9763 Email: louis.phillips@kellyhart.com About King's Peak Energy King's Peak Energy, LLC, is a corporation entity based in Lakewood, Colorado and named as a lessee in 27 oil and gas leases. The Debtor filed a Chapter 11 petition (Bankr. D. Colo Case No. 17-16046) on June 29, 2017. In the petition signed by Fred Soliz, manager/member, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Elizabeth E. Brown oversees the case. Andrew D. Johnson, Esq. and Christian C. Onsager, Esq., of Onsager Fletcher Johnson LLC, serve as the Debtor's counsel. Meagher Energy Advisors, Inc., has been tapped as broker. LAND STORE: $86K Sale of Wheatridge Subdivision Properties Okayed ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Land Store, Inc.'s sale of the following two real properties: (i) Lot 28 , Wheatridge Subdivision, Fannin County, Texas to Luis Castro Garcia for $47,000; and (ii) Lot 32, Wheatridge Subdivision, Fannin County, Texas to Maria Luisa Salazar Hernandez and Gustavo Eric Calixto for $39,000. A hearing on the Motion was held on March 27, 2019. Brian Frazier, President of Land Store, Inc., has the authority to sign the closing and conveyance documents. The customary closing costs are allowed. All expenses are to be paid out of the Deller's proceeds, including all title company charges and for such additional customary costs of closing as the Bankruptcy Trustee or Debtor-in-Possession may authorize in writing and their discretion. The Debtor submits to the Internal Revenue Service a payment amount of the secured claim of the Internal Revenue Service plus accrued interest upon closing of Lot 28 and Lot 32 as payment in full of the Internal Revenue Service's proof of claim in this case. The IRS lien will attach to the proceeds of the sale to the extent of the IRS proof of claim. Such payment will be made payable to the Department of Justice and sent to the United States Attorney's Office, 1100 Commerce St. Ste. 300, Dallas, Texas 75242. The sale is free and clear of all liens, claims, and encumbrances except 2019 ad valorem property tax liens. All ad valorem property taxes for year 2018 and a portion of the ad valorem taxes for 2019 and all prior years will be paid in full at the sale closing with the liens that secure all amounts owed for any unpaid years attaching to the proceeds of the sale. All ad valorem property taxes for 2018 and all prior years should be paid in full with interest that has accrued from the petition date through the date of payment at the state statutory rate of 1% per month pursuant to 11 U.S.C. Sections 506(b) and 511. The title company will issue a check for the ad valorem taxes directly to Laurie A. Spindler, Linebarger Goggan Blair & Sampson, LLP , 2777 N. Stemmons Frwy Ste 1000, Dallas, TX 75207, including the address of the property and the case number on the memo line of the check. The Purchasers will be responsible for the ad valorem taxes due after closing for the remainder of 2019 pro-rata. Any and all remaining net proceeds after satisfying the customary closing costs and secured claims in full, the Debtor will deposit those funds immediately into a DIP approved bank account. The 14-day stay applicable the Order is waived and the Order will be immediately effective and enforceable. About Land Store Land Store, Inc., is a land developer operated by Brian Frazier. Land Store's primary assets are 22 real properties with a value of $637,868. Based in Fort Worth, Texas, Land Store filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-44377) on Nov. 5, 2018. In the petition signed by Brian Frazier, president, the Debtor estimated under $1 million in assets and up to $500,000 in liabilities. Davis Law Firm, led by principal John Park Davis, represents the Debtor. LUXURY LIMOUSINE: Unsecureds Recovery Increased to 4.5% in New Plan ------------------------------------------------------------------- Luxury Limousine Service, Inc., filed a small business amended disclosure statement in support of its amended chapter 11 plan dated March 31, 2019. The amended chapter 11 plan modifies the treatment of general unsecured claims in Class 4. Each class 4 allowed claim will now receive 4.5% to be paid in deferred cash payments starting after the payment of Class 1 through 3 claims and concluding July 1, 2024 in monthly or quarterly payments at the Debtor's discretion. The initial version of the plan proposed to pay general unsecured creditors only 4%. The Debtor also discloses that upon conclusion of the Madison Capital leases, Debtor will seek to renew its operational fleet by maintaining debt and lease payments that do not exceed the current debt and lease payments as set forth in Debtor's Business Income and Expenses filed with the Court as Document 33 in the instant bankruptcy case. Of significant importance is the Debtor's payment of the liens on several vehicles and the resolution of a Motion for Relief filed by Advantage Funding, now known as Sterling, that will resolve the pre-petition and post-petition lease payments on or before June 2019. The conclusion of the lease payments will allow for the full funding of Debtor’s Amended Chapter 11 Plan, the continued operations of Debtor's business and, when necessary, allow for the maintenance and expansion of Debtor's vehicle fleet to ensure its survivability in a competitive market. A copy of the Amended Disclosure Statement dated March 31, 2019 is available at http://tinyurl.com/y4uhf258from Pacermonitor.com at no charge. About Luxury Limousine Service Luxury Limousine Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-13574) on May 31, 2018. In the petition signed by Perry Camerlengo, president, the Debtor estimated assets of less than $1 million and liabilities of less than $1 million. The Debtor tapped Bottiglieri Law, LLC as its legal counsel. MAYFLOWER COMMUNITIES: DOJ Watchdog Directed to Appoint PCO ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas directed the United States Trustee to appoint a patient care ombudsman for Mayflower Communities, Inc. The Court Order was made after finding that the Debtor constitutes a health care business. Moreover, the Court noted that the PCO appointment shall be terminated upon the effective date of a chapter 11 plan of reorganization or liquidation, or upon the sale of substantially all of the Debtor's assets. At the time of termination, the Court further directed the U.S. Trustee to provide an order reflecting that the PCO is excused and discharged from his/her duties. About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R. Califano, and Rachel Nanes, serve as the Debtor's counsel. The Debtor also tapped Ankura Consulting Group, LLC as restructuring advisor; Larx Advisors, Inc. as financial advisor; Cushman & Wakefield U.S., Inc. as investment banker; and Donlin Recano & Company, Inc. as claims agent. The Office of the Trustee appointed an official residents' committee on Feb. 11, 2019. The residents' committee tapped Neligan LLP as its legal counsel. MCP REAL: Order Setting Briefing Sched & Escrow Arrangement Issued ------------------------------------------------------------------ Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia has issued an order setting a briefing schedule and escrow arrangement with respect to the distribution of sale proceeds as outlined in MCP Real Estate Holding, LLC's motion to sell a 7-acre parcel of real property located off of North 12th Street, Clarksburg, Harrison County, West Virginia to Simons Crossing Limited Partnership for $325,000, free and clear of encumbrances. The proposed sale was granted by an Order entered March 13, 2019, recognizing that First Exchange Bank' first priority deed of trust attaches to the proceeds of the sale. Pursuant to Order of the Court on March 6 and March 8, 2019, the sale proceeds will be deposited into an escrow account at City National Bank. There will be no distributions from the Escrow Account unless authorized by order of the Court. Further, given the Debtor's position that a portion of the sale proceeds should be released to the Debtor and First Exchange Bank's opposition, the Court directed that the parties brief the issue for the Court's consideration. Upon consideration of the arguments of the parties, the Court will direct further distribution of the sale proceeds. Having reviewed the proposed briefing schedule, and for reasons apparent to the Court, it ordered that if the parties can agree on stipulations of fact to narrow the issues before the Court, that they be filed by March 22, 2019. The Debtor's memorandum in support of its position outlined in the Motion to Sell will be filed by April 5, 2019. First Exchange Bank will file its response in opposition to the Debtor's memorandum in support by April 19, 2019. Any reply thereto will be filed by April 26, 2019. About MCP Real Estate Holding MCP Real Estate Holding, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 19-30026) on Jan. 23, 2019. The Debtor hired Pepper & Nason, as attorney. MIKE & HENRY: Has Until July 24 to Solicit Plan Votes ----------------------------------------------------- Judge Carol Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois extended the period during which Mike & Henry, LLC has the exclusive right to solicit acceptances for its Chapter 11 plan of reorganization through July 24. A court hearing to consider approval of the company's disclosure statement is scheduled for May 22. About Mike & Henry LLC Mike & Henry, LLC owns a real property where H&H Auto, which provides auto repair service, operates. The property is located at 17 W. Ogden Avenue, Western Springs, Illinois. Mike & Henry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30035) on October 25, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. The case has been assigned to Judge Carol A. Doyle. The Debtor tapped Crane, Simon, Clar & Dan as its legal counsel. MISSION COAL: Assumption Agreements Disclosed in Latest Plan ------------------------------------------------------------ Mission Coal Company, LLC, and affiliates filed with the U.S. Bankruptcy Court for the Northern District of Alabama a second amended joint chapter 11 plan. In this filing, the Debtor provides that on the Plan Effective Date, Thomas Clarke, and Kenneth McCoy and Jason McCoy, together, will each enter into the Assumption Agreements assuming the Debtors' liability on account of certain Allowed Priority Tax Claims. Upon entry into the Assumption Agreements, the Debtors will be forever released and absolved from any Allowed Priority Tax liability assumed pursuant to the Assumption Agreements. In the event of a payment default by Thomas Clarke under the Clarke Assumption Agreement, or Kenneth McCoy and Jason McCoy under the McCoy Assumption Agreement (in each case after giving effect to all applicable grace periods), the Internal Revenue Service, the Alabama Department of Revenue, and the West Virginia State Tax Department will have the right to pursue (i) Thomas Clarke directly and personally for any Allowed Priority Tax Claims assumed by Thomas Clarke and (ii) Kenneth McCoy and Jason McCoy, jointly and severally, directly and personally for any Allowed Priority Tax Claims assumed by Kenneth McCoy and Jason McCoy. A copy of the Second Amended Joint Plan is available at http://tinyurl.com/y23xy6x5at omnimgt.com. About Mission Coal Company Mission Coal Company LLC and its subsidiaries are engaged in the mining and production of metallurgical coal, also known as "met" coal, which is a critical component of the steelmaking process. The Company is headquartered in Kingsport, Tennessee and operate subterranean, surface, and longwall mining complexes in West Virginia and Alabama. The Company employs 1,075 individuals on a full-time or part-time basis. Mission Coal and 10 of its subsidiaries filed for bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Alabama (Birmingham) on Oct. 14, 2018, with Lead Case No. 18-04177. In the petition signed by CRO Kevin Nystrom, Mission Coal estimated assets and liabilities of $100 million to $500 million. Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq., of Christian & Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland, Esq., and Melissa N. Koss, Esq., of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, serve as counsel to the Debtors. The Debtors also tapped Jefferies LLC as investment banker, Zolfo Cooper LLC as financial advisor, and Omni Management Group as notice and claims agent. On Oct. 25, 2018, the Bankruptcy Administrator for the Northern District of Alabama appointed the Official Committee of Unsecured Creditors. The Committee retained Lowenstein Sandler LLP, as counsel; Baker Donelson Bearman Caldwell & Berkowitz, PC, as local counsel; and Berkeley Research Group, LLC, as financial advisor. MOUNTAIN CREEK: Unsecured Creditors Want Ch. 11 Trustee Appointment ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of Mountain Creek Resort, Inc., et al., asked the U.S. Bankruptcy Court for the District of New Jersey to issue an order appointing a Chapter 11 trustee for the Debtor. According to the Committee, the factors that are generally considered when assessing the appointment of a Chapter 11 trustee are all met in this case. Specifically, the Committee pointed out that (a) the Debtors cannot be trusted to protect the interests of the estate, (b) the Debtors have shown no ability or, even willingness, to work with creditors towards achieving a consensual plan, thereby diminishing the prospects for rehabilitation, (c) the creditors have no confidence in the Debtor’s ability or desire to propose a confirmable plan, and (d) the benefits derived from the appointment of a trustee will far outweigh the cost of the appointment. With respect to the prospects of rehabilitation, the Chapter 11 Cases are nearly two years old and the Committee believes that there is little end in sight. Further, the Committee observed that the Disclosure Statement and Plan, which were filed more than one year ago, have not been the subject of a hearing, let alone approved. Therefore, the Committee opined that it is in the best interest of the Debtors and the creditors to appoint a Chapter 11 trustee to take control of the Chapter 11 Cases, carry out the Court’s prior Orders, investigate potential sources of recovery for creditors and commence avoidance actions, and work with parties in interest to reach a consensual resolution of the Chapter 11 Cases. The Committee is represented by: Michael P. Pompeo, Esq. DRINKER BIDDLE & REATH LLP Florham Park, NJ 07932-1047 Tel: (973) 549-7000 Fax: (973) 360-9831 Email: michael.pompeo@dbr.com About Mountain Creek Resort Mountain Creek Resort, Inc., owns and operates the Mountain Creek Resort, a four-season resort located in Vernon, New Jersey. The Resort is the New York/New Jersey Metro area's closest ski resort with 167 skiable acres on four mountain peaks, 1,040 vertical feet, 46 trails, and 11 lifts. The Resort also operates and manages the Appalachian Hotel and the Black Creek Sanctuary townhomes. Mountain Creek Resort, Inc., and five affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017. The cases are pending before the Honorable Judge Stacey L. Meisel, and jointly administered. Mountain Creek estimated $10 million to $50 million in assets and debt. The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as business consultant and investment banker; and Prime Clerk LLC as claims and noticing agent. On May 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Trenk, DiPasquale, Della Fera & Sodono, P.C., is the Committee's bankruptcy counsel. NATURAL RESOURCE: S&P Raises ICR to 'B+'; Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Natural Resource Partners L.P. (NRP) to 'B+' from 'B'. At the same time, S&P assigned its 'BB-' issue-level rating and '2' recovery rating to the company's proposed $275 million senior unsecured notes due 2025. NRP will use the proceeds to redeem its existing senior notes due 2022 ($345.6 million currently outstanding). The upgrade reflects NRP's lower level of absolute debt ($71 million reduction in debt outstanding) and the extension of the maturity of its senior notes to 2025. In addition, the company extended the maturity of its unrated $100 million revolving credit facility to 2023, which will provide it with sufficient liquidity for the next four years. The company has repaid approximately $181 million of outstanding debt since it sold its aggregates segment in December 2018. NRP will use $18 million of the remaining proceeds from the sale of its aggregates business to pre-fund the amortization payments on its NRP Operating Co. (Opco) notes (about $30 million remaining scheduled for 2019). The stable outlook on NRP reflects S&P's expectation that the company will reduce its leverage to about 3.8x by the end of 2019 and 3.6x by the end of 2020. S&P also expects the company to generate stable cash flows supported by strong export met coal demand, which will be partially offset by lower domestic thermal production. The rating agency anticipates that NRP will generate approximately $130 million-$150 million of FOCF in 2019, which should allow the company to continue to make its mandatory debt repayments and regular distributions to its common and preferred holders. "We could lower our rating on NRP if a material decline in international met and thermal coal prices and a sharp reduction in coal production causes the company's leverage to increase above 4x on a sustained basis. This could occur if met coal prices decline by 20%-30% in the next 12 months, causing the company's EBITDA to fall by about 15%-20% from our base-case expectations. We could also lower our rating if the company implements a more aggressive financial policy that involves debt-financed distributions or weaker liquidity," S&P said. "We could raise our rating on NRP over the next 12 months if we believe that it will reduce its adjusted leverage below 3x and sustain it at that level. This could occur if there is a material improvement in met and thermal production volumes and price realizations that cause the company's EBITDA to improve above $250 million (or by more than 30% from our current expectations)," S&P said. NAVISTAR INT'L: Moody's Hikes CFR to B2 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded the ratings of Navistar International Corp., including the Corporate Family Rating to B2 from B3, the Probability of Default Rating to B2-PD from B3-PD and the senior unsecured rating to B3 from Caa1. Concurrently, Moody's upgraded the senior secured rating at subsidiary Navistar Inc. to Ba2 from Ba3 and the industrial revenue bond ratings to B1 from B2. The senior secured rating at Navistar Financial Corporation (NFC) was affirmed at Ba3, and the Speculative Grade Liquidity Rating was affirmed at SGL-3. The ratings outlook was changed to stable from positive. RATINGS RATIONALE Navistar's ratings reflect expectations that the significant operational and financial progress the company has achieved will be sustained and will better position it to withstand the next cyclical downturn in the medium and heavy truck markets. Navistar has capitalized on strong end-market demand for commercial vehicles with a broad-based renewal of its truck and bus portfolio, resulting in higher volumes and market share gains, specifically in the Class 8 segment. Further, the company has made substantial progress in reducing its structural cost base and lowering its warranty expenses and used equipment inventory to normalized levels. These efforts have culminated in improved profitability and cash flow generation, which Moody's expects to continue through the end of 2019, and position the company to withstand a downturn in industry demand, potentially in 2020. Moody's expects Navistar's strategic alliance with TRATON AG (formerly Volkswagen Truck & Bus) will continue to provide sourcing and development cost savings to help offset higher commodity costs that could challenge further margin improvement in the near-term. Navistar's liquidity position remains adequate, primarily supported by $1.2 billion in cash and marketable securities at the end of January 2019, although the company has a very modest revolving credit facility. In addition the company's internally generated cash flow should be able to fund all working capital and capital expenditure requirements during the next twelve months. The company's cash position will allow the company to repay its $411 million convertible notes maturing in April 2019. Through debt reduction, earnings growth, and pension de-risking, Navistar has significantly reduced debt to EBITDA to below 6x, which Moody's expects the company to maintain into 2020. The stable outlook reflects expectations for Navistar to continue to strengthen its competitive position and sustain its improved credit metrics through cyclical downturns in the North American truck market. The Ba2 senior secured term loan rating at Navistar Inc., the major operating subsidiary of Navistar International Corp., reflects the obligation's priority lien on certain collateral (excluding ABL collateral). Meanwhile, the B1 rating on Navistar's two industrial revenue bonds (Cook County, Ill. due 2040 and Illinois Finance Authority due 2040) reflects these obligations' second lien on certain collateral securing the term loan at Navistar Inc. The B3 unsecured notes rating at Navistar reflect the obligation's position behind the preceding secured claims. Navistar Financial Corporation maintains a close strategic and operating relationship with Navistar which includes a support agreement from Navistar that calls for Navistar to maintain NFC's fixed charge coverage at no less than 1.25x. No payments from Navistar have been required during any of the past three years. NFC has a comparatively low degree of financial leverage and importantly, provides financing mostly for Navistar's dealers. NFC's Ba3 senior secured rating takes into account a standalone credit profile of the finance company of a ba3, along with the strength of the asset coverage and recovery prospects afforded by the finance company's receivable portfolio. NFC's secured term loan rating is not pegged to Navistar's secured term loan rating, but reflects an expected loss analysis of the finance company claims. Navistar's ratings could be upgraded if the company continues to demonstrate consistent improvement in earnings and market share and an ability to maintain cost disciplines during the next industry downturn. Metrics that would support a consideration for an upgrade include an ability to sustain EBITA margins above 7%, debt to EBITDA sustained below 5x and EBITA/Interest above 3x. The ratings could be lowered if there were reversals in any of the key areas in which Navistar has achieved progress, including: market share, warranty costs, and used truck inventory. Metrics that would warrant consideration for a downgrade include EBITA margins sustained below a mid-single digit percentage, debt to EBITDA expected to exceed 6.5x, EBITA/Interest sustained below 2x or expectations of negative free cash flow. An erosion in the company's liquidity position could also contribute to a downgrade. Navistar International Corporation is one of the largest manufacturers in the US and Canadian market for buses, medium, severe service, and heavy duty trucks. The company generated approximately $10.6 billion in revenues (excluding financial services) during the last twelve months ending January 31, 2019. The methodologies used in these ratings were Global Manufacturing Companies published in June 2017, Captive Finance Subsidiaries of Nonfinancial Corporations published December 2015, and Finance Companies published December 2018. The following summarizes Moody's rating action: Affirmations: Issuer: Cook (County of) IL Industrial Revenue Bonds, Upgraded to B1 (LGD3) from B2 (LGD3) Issuer: Illinois Finance Authority Industrial Revenue Bonds, Upgraded to B1 (LGD3) from B2 (LGD3) Issuer: Navistar International Corp. Probability of Default Rating, Upgraded to B2-PD from B3-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Upgraded to B2 from B3 Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD4) Issuer: Navistar, Inc. Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2) from Ba3 (LGD2) Issuer: Navistar Financial Corporation Senior Secured Bank Credit Facility, Affirmed Ba3 Outlook Actions: Issuer: Navistar International Corp. Outlook, Changed To Stable From Positive Issuer: Navistar Financial Corporation Outlook, Changed To Stable From Positive Issuer: Navistar, Inc. Outlook, Changed To Stable From Positive NORTHERN BOULEVARD: R. McCord Named Chapter 11 Trustee ------------------------------------------------------ Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York approved the appointment of Richard J. McCord, Esq., as the Chapter 11 Trustee for Northern Boulevard Automall, LLC. Mr. McCord was appointed by the United States Trustee dated April 11, 2019. About Northern Boulevard Automall Northern Boulevard Automall, LLC, which conducts business under the name Long Island City Volkswagen, is a dealer of new and used Volkswagen vehicles in Woodside, New York. It also offers Volkswagen service parts, accessories, and provides repair services. Northern Boulevard Automall sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41348) on March 7, 2019. At the time of the filing, the Debtor disclosed $5,851,178 in assets and $9,008,267 in liabilities. The case is assigned to Judge Nancy Hershey Lord. Spence Law Office, P.C., is the Debtor's counsel. OAKLEY GRADING: Trustee's Proposed Auction of Equipment Approved ---------------------------------------------------------------- Judge W. Homer Drake of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Theo D. Mann, the Chapter 11 trustee for Oakley Grading and Pipeline, LLC, to sell various pieces of equipment belonging to the Debtor's estate, listed on Exhibit A, at an auction. A hearing on the Motion was held on March 27, 2019. The sale is free and clear of all liens, claims and interests. The Trustee will not sell the "Hughes Equipment," as defined on Exhibit A. The Trustee will provide an accounting of the sale proceeds to the counsel of Hughes Co., Inc., David Hughes, and JDH Group, Inc. The 14-day stay of the Order set forth in Fed. R. Bankruptcy Procedure 6004(h) or otherwise in the Federal Rules of Bankruptcy Procedure is waived. A copy of the Exhibit A attached to the Order is available for free at: http://bankrupt.com/misc/Oakley_Grading_170_Order.pdf About Oakley Grading and Pipeline Oakley Grading and Pipeline LLC is a privately held grading contractor in Newnan, Georgia. Oakley Grading and Pipeline, through its receiver, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-10743) on April 9, 2018. In the petition signed by Vic Hartman, receiver, the Debtor disclosed $305,729 in total assets and $2.56 million in total liabilities. Kathleen G. Furr, Esq., and Kevin A. Stine, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., serve as the Debtor's counsel. On April 3, 2018, the U.S. Trustee filed a notice appointing Theo D. Mann as Chapter 11 trustee for Debtor. The Chapter 11 Trustee tapped Mann & Wooldridge, P.C., as counsel, and Morris Manning & Martin, LLP, as special counsel. OREXIGEN THERAPEUTICS: Discloses Full Briefing of McKesson Appeal ----------------------------------------------------------------- Orexigen Therapeutics, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement in support of its amended plan of liquidation. In this filing, the Debtor discloses that as of April 1, 2019, the McKesson Appeal will be fully briefed and the parties are awaiting a ruling by the District Court. The Debtor is highly confident that the District Court will affirm the Bankruptcy Court. If after all further appeal rights have been exhausted, and an order resolving the McKesson Dispute then becomes a Final Order, then the Disputed Funds will be distributed in accordance with stipulations entered and approved by Court Order. A copy of the Disclosure Statement is available at http://tinyurl.com/y58s6accfrom kccllc.net. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. ORGANIC POWER: Seeks to Hire Godreau & Gonzalez as Legal Counsel ---------------------------------------------------------------- Organic Power, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Godreau & Gonzalez Law, LLC as its legal counsel. The firm will assist the Debtor in the preparation of its plan of reorganization, represent the Debtor in adversary proceedings and provide other legal services in connection with its Chapter 11 case. The firm will charge these fees: Partners $175 Associates $125 Rafael Gonzalez Valiente, Esq., at Godreau & Gonzalez, disclosed in court filings that he and other employees of his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Godreau & Gonzalez can be reached through: Rafael Gonzalez Valiente, Esq. Godreau & Gonzalez Law, LLC P.O. Box 9024176 San Juan, PR 00902-4176 Tel: (787)726-0077 Email: rgv@g-glawpr.com About Organic Power Organic Power LLC -- https://prrenewables.com/ -- is a supplier of renewable energy and a provider of environmentally sustainable food waste recycling services based in Puerto Rico. It offers food processing companies, restaurants, pharmaceuticals and retail outlets an alternative to landfill disposal. Organic Power sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 19-01789) on April 1, 2019. At the time of the filing, the Debtor estimated assets and estimated liabilities of between $10 million and $50 million. PGX HOLDINGS: Moody's Cuts CFR to Caa1 & 1st Lien Term Loan to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded PGX Holdings, Inc.'s Corporate Family Rating to Caa1 from B3 and its Probability of Default Rating to Caa1-PD from B3-PD. Moody's also downgraded Progrexion's first lien senior secured term loan to B3 from B1 and its second lien senior secured term loan to Caa3 from Caa2. The ratings outlook remains negative. The downgrade to Caa1 CFR reflects growing refinancing risk for Progrexion's upcoming debt maturities in September 2020 and 2021 and uncertainty surrounding potential obligations related to the Consumer Financial Protection Bureau investigation. The downgrade also incorporates Progrexion's weak operating performance while the company executes its business repositioning as well as recent management turnover. Over the last three years Progrexion has been under a civil investigation by the CFPB, which alleges the company engaged in unlawful advertising and marketing practices of its credit repair services to consumers. On March 12, 2019, the CFPB presented Progrexion with an initial settlement offer, which includes restitution, a civil penalty, and injunctive relief. Negotiations between CFPB and Progrexion are ongoing and as of December 31, 2018 Progrexion did not book a reserve given uncertainty regarding the likely outcome of negotiations. Moody's believes that Progrexion will be challenged to address its upcoming debt maturities unless there is clarity on the terms of the settlement, which coupled with weak operating performance and tight liquidity elevate the company's refinancing and default risk. Moody's took the following rating actions on PGX Holdings, Inc.: Corporate Family Rating, downgraded to Caa1 from B3 Probability of Default Rating, downgraded to Caa1-PD from B3-PD $380 million ($326 million outstanding as of December 31, 2018) first lien senior secured term loan due September 29, 2020, downgraded to B3 (LGD3) from B1 (LGD3) $175 million ($110 million outstanding as of February 22, 2019) second lien senior secured term loan due September 29, 2021, downgraded to Caa3 (LGD5) from Caa2 (LGD5) Ratings Outlook Negative RATINGS RATIONALE Progrexion's Caa1 CFR reflects weak operating performance and ongoing overhang from the CFPB investigation that could hinder the company's ability to refinance its upcoming debt maturities and maintain compliance with financial covenants. Progrexion's first lien term loan matures in September 2020 and its second lien term loan matures in September 2021. The company has $44.5 million of cash at the end of December 2018 but does not have a revolving credit facility. In addition, Progrexion is in the midst of business repositioning to address high customer attrition rates and deteriorating operating margin, which further exacerbates credit risk. The company has made a strategic decision to focus its marketing efforts around clients that are more likely to remain paying subscribers for longer period, while also managing customer acquisitions costs. Although the company's revenue is expected to decline in the first half of 2019 on year-over-year basis, its EBITDA and margin should modestly improve. The refinancing risk will increase if the company is unable to sustain EBITDA improvement over the next several quarters and restore revenue growth in the back half of 2019. Nevertheless, the company's leading position in the niche credit repair services industry through its well-recognized brands, Lexington Law and CreditRepair.com, provide credit support. Progrexion benefits from its direct relationships with the principal consumer credit reporting agencies and ongoing support of the agencies is critical to the company's operations. Moody's expects Progrexion will maintain solid operating margin, around 20%, and generate annual free cash flow of approximately $30-40 million before mandatory debt payments. The negative ratings outlook reflects Progrexion's weak liquidity, refinancing risk, and execution risk related to the business repositioning. The ratings could be downgraded if Moody's believes that: i) Progrexion's liquidity will deteriorate further because of CFPB settlement obligations, weak operating performance, delays in refinancing upcoming debt maturities or heightened risk of a covenant violation; or ii) there is heightened risk of a distressed exchange or other default. Alternatively, the ratings could be upgraded if Progrexion is able to refinance its upcoming debt maturities at a manageable interest cost, the operational repositioning plan leads to growing revenue and earnings with debt-to-EBITDA (Moody's adjusted) sustained below 6.0 times, and the company maintains adequate liquidity. Progrexion is a leading provider of credit report repair services in the United States. The company helps consumers access and understand information contained in their credit reports to correct errors and address other factors that may negatively impact their credit scores. Additional product offerings include services focused on credit monitoring, identity protection, credit reports and scores. Progrexion's services are offered on a subscription basis through CreditRepair.com, its wholly-owned subsidiary, and Lexington Law, an independently-owned law firm. The company has been majority owned by private equity firm H.I.G. Capital since 2010. Progrexion reported approximately $396 million of net revenues for the twelve months ended December 31, 2018. PITNEY BOWES: Fitch Cuts Long-Term IDR to 'BB+', Outlook Stable --------------------------------------------------------------- Fitch Ratings has downgraded Pitney Bowes, Inc.'s (PBI) Long-Term Issuer Default Rating to 'BB+' from 'BBB-'. In addition, Fitch has withdrawn PBI's 'F3' Short-Term IDR. The Rating Outlook is Stable. The rating action reflects PBI's Fitch-calculated gross leverage (total debt with equity credit to EBITDA) exceeding Fitch's negative rating threshold of 4.0x, longer than expected after the Newgistics, Inc. (Newgistics) acquisition and Fitch's expectation it will not get below 4.0x over the near term. The higher leverage was driven by PBI's weaker than expected global ecommerce margins, which offset PBI's repayment of approximately $570 million of debt during FY 2018 following the September 2017 debt-financed $471 million Newgistics acquisition. As a result, Fitch-calculated leverage remained roughly flat at 5.4x as of Dec. 31, 2018. PBI's history of aggressively repaying debt was Fitch's primary driver for maintaining the company's investment grade rating. Since 2011, the company has repaid approximately $1.3 billion of debt, including debt issued to fund the Newgistics' acquisition, using FCF, non-core asset sale proceeds and international and domestic cash balances. Fitch assumes PBI will continue to repay debt over the rating horizon. However, while Fitch continues to view the company's expected debt repayment efforts positively, Fitch's current estimates show the company is unable to reduce debt sufficiently enough to offset the agency's lower EBITDA expectations and reduce leverage below 4.0x over the near term. KEY RATING DRIVERS Operating Performance Improvements: Fitch remains concerned with PBI's ability to slow continued top line weakness in its Small and Medium Business Solutions (SMB) group while simultaneously growing Commerce Services and improve margins. Although the ratings are supported by PBI's leading position in both groups, the company's ability to meet its growth expectations are key components to maintaining its current rating. Fitch will continue to monitor the company's efforts and may take further negative action if PBI is unsuccessful in improving near- term operating performance. PBI's efforts to increase exposure to the fast growing commerce segment have borne fruit. Commerce services grew 47% driven by the Newgistics acquisition (the Global Ecommerce segment grew 13% organically) and higher volumes, and in 4Q'18 surpassed SMB as PBI's largest revenue generator. However, Fitch expects PBI's overall EBITDA margins to continue declining over the near term given the segment's significantly lower margins than SMB. PBI's ability to grow commerce services is critical given that SMB ended FY 2018 down 6%, driven by continuing declines in U.S. equipment sales, rentals and support services and financing and international markets. Transition Continues: Fitch views PBI's initiatives to focus on expanding digital and shipping offerings within both commerce services and SMB positively. Its global ecommerce efforts continue to gain traction, representing 29% of FY 2018 total revenues, up significantly from 4.5% in FY 2013. The company's SendPro portfolio of shipping and mailing platforms continues to be well received given their cloud-based functionality. However, it will be a challenge in the near term for these initiatives to offset declines in the high-margin SMB segment. Cyclical Pressures Compounding Secular: Fitch believes secular pressures accelerate PBI's challenges, as customers continue to look to digital mailing as a cost-reduction mechanism and choose to keep existing equipment longer. The acceleration of digital substitution for physical transaction mail results in a reduced need for PBI's mailing equipment; however, the company's SendPro platforms are slowing the decline somewhat. While the majority of PBI's revenue is not directly tied to mail volume, Fitch believes continued mail volume declines will drive reduced equipment needs in terms of size, number or functionality. Financial Policy: Fitch believes PBI's actions demonstrate its commitment to continued debt repayment. Since 2011, the company has reduced total debt from $4.5 billion to $3.2 billion as of Dec. 31, 2018, despite financing the $471 million Newgistics' acquisition with debt and paying approximately $140 million of dividends annually. Although PBI authorized an incremental $100 million of share repurchases in January 2019, it also reduced its annual dividend by more than $100 million, thereby improving the company's capital allocation flexibility around shareholder returns. Despite this increased share repurchase authorization, Fitch does not expect any material increase in share buyback activity. DERIVATION SUMMARY PBI is weakly positioned within the Business Services segment given its exposure to markets experiencing ongoing slow decline; however, Fitch views PBI's significant leading position in those markets as a positive. Fitch also views positively the company's ongoing efforts to reposition itself as a leader in the growing commerce services segment. The 2017 acquisition of Newgistics, Inc. (Newgistics), which focuses on order fulfilment, nationwide parcel delivery and return, and managing digital commerce ecosystems, provided a bridge between, and bolstered, PBI's two fastest growing segments, Presort and Global ecommerce solutions. KEY ASSUMPTIONS Fitch's key base assumptions included in each rating case are as follows: - Global ecommerce grows revenues annually in the high teens; - Presort Services continue to grow low to mid-single digits; - SMB continues to see mid-single digit revenue declines, although the decline is held in check somewhat by increased sell through of the SendPro platform; - Software Solutions see low single-digit growth; - Global ecommerce grows in the high teens due to the inclusion of Newgistics, inclusion of revenue synergies and overall market growth expectations; - Fitch-calculated EBITDA Margins declines from 17.2% in 2018 to 15.6% by 2021 due to the business mix shift from higher margin the SMB segment to the lower margin commerce services segment, although the declines slow in outer years driven by commerce services margin improvement; - Capital intensity remains at 5% of revenues; - Annual dividends decline to $38 million; - Annual FCF grows from $212 million to $257 million by 2021; - Maturities are met with a mix of FCF and debt issuance resulting in more than $500 million of additional debt reduction over the rating horizon; - Annual share buybacks of $50 million; - Maintenance of approximately $700 million in cash balances. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Given the secular challenges facing the company, Fitch does not expect positive rating momentum in the near term. - Returning Fitch calculated total leverage (total debt with equity credit / EBITDA) to below 4.0x or Lease Adjusted FFO Gross Leverage to below 3.8x. - Sustainable revenue growth driven by the company's various product initiatives coupled with a commitment to continue reducing absolute levels of debt. - PBI exhibits a commitment to continue reducing absolute levels of debt. Developments That May, Individually or Collectively, Lead to Negative Rating Action - If Fitch calculated total leverage continues to exceed 5.0x for more than twelve months or Lease Adjusted FFO Gross Leverage exceeds 6.0x. - If PBI is unable to slow SMB's revenue declines or does not grow Commerce Services and improve its margins. - Further rating pressure may come from a lack of traction in the company's digital initiatives and other growth businesses amid ongoing declines in the traditional physical business, or a change in the company's strategy indicating a willingness to operate total leverage above 5.0x. LIQUIDITY Strong Liquidity: PBI's liquidity position at Dec. 31, 2018 was solid, consisting of $867 million of cash and marketable securities and an undrawn $1 billion revolving credit facility maturing in January 2021. Liquidity is further supported by the company's annual FCF generation. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Pitney Bowes, Inc. -- Long-Term IDR to 'BB+' from 'BBB-'; -- Senior unsecured revolving credit facility to 'BB+/RR4' from 'BBB-''; -- Senior unsecured term loan to 'BB+/RR4' from 'BBB-'; -- Senior unsecured notes to 'BB+/RR4' from 'BBB-'. Fitch has withdrawn the following ratings: Pitney Bowes, Inc. -- Short-term IDR 'F3'; -- Commercial paper 'FF3'. REPUBLIC METALS: Proposed Sale of Remaining Assets to Asahi Okayed ------------------------------------------------------------------ Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized Republic Metals Refining Corp. and affiliates to sell remaining assets to Asahi Holdings, Inc. The sale is free and clear of all liens, claims, interests, and encumbrances, with any liens to attach to the sale proceeds in the order and priority in which they existed as of the Nov. 2, 2018 Petition Date. The Remaining Asset Sale Procedures are approved. The Debtors are authorized to sell the RTMM Assets to Valcambi SA for $100,000 or any party submitting a higher and better offer. If the sale of the RTMM Assets to Valcambi or to any bidder submitting a higher and better bid does not close, the Debtors are authorized to file a Notice of Intent to Sell the RTMM Assets to an alternative bidder on five-days' notice to interested parties. If an interested party objects to a Sale Notice, the Debtors may request the Court hold a hearing on that objection. The Debtors are authorized to sell the RMRC Assets to Valcambi for $25,000, or to any party submitting a higher and better offer. If the sale of the RMRC Assets to Valcambi or to any bidder submitting a higher and better bid does not close, the Debtors are authorized to file a Sale Notice with respect to the RTMM Assets. If an interested party objects to a Sale Notice, the Debtors may request the Court hold a hearing on that objection. Notwithstanding Bankruptcy Rules 4001, 6004, 6006, 7062, and 9014, or any other law that might serve to stay or limit the immediate effect of the Order, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. About Republic Metals Refining Corp. Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over The United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. ROBERT WRIGHT: $125K Sale of Jewelry to Gill Approved ----------------------------------------------------- Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado authorized Robert E. Wright and Carla S. Wright to sell all of their jewelry to Petra Gill for $125,345, cash. The purchase price will be paid in two tranches, the first of which is in the amount of $41,130 to be paid immediately following entry of the Order, and the second in the amount of $84,215 to be paid 90 days following the date of the entry of the Order. The jewelry will be turned over Buyer only after payment in full of all amounts due for the jewelry purchased. The Debtors are authorized to first pay the Internal Revenue Service and the Colorado Department of Revenue's secured claims from the proceeds. The residue after payment of the IRS and the Colorado Department of Revenue will be segregated pending further order of the Court. Robert E. Wright and Carla S. Wright sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-13391) on April 17, 2017. The Debtors tapped Jeffrey Weinman, Esq., as counsel. On Nov. 14, 2018, the Court approved Corbett's Auction House as auctioneer. ROBERT WRIGHT: Proposed Leslie Hindman Auction of Antiques Approved ------------------------------------------------------------------- Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado authorized Robert E. Wright and Carla S. Wright to sell personal property assets consisting of specialized antiques via a public auction to be conducted by Leslie Hindman Auctioneers. The Debtors are authorized to pay the allowed secured claims of the Internal Revenue Service and the Colorado Department of Revenue, unless they have been previously paid, from the net proceeds after paying Leslie Hindman Auctioneers from the sale of their Antiques. Any remaining proceeds from the sale of the Debtors' Antiques will be turned over to the Debtors and will be preserved and segregated pending further order of the Court. The Debtors are authorized to pay Leslie Hindman Auctioneers its fees and reimburse its expenses from the proceeds from the sale of their Antiques. Any unsold Antiques will be returned to the Debtors. Robert E. Wright and Carla S. Wright sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-13391) on April 17, 2017. The Debtors tapped Jeffrey Weinman, Esq., as counsel. On Nov. 14, 2018, the Court approved Corbett's Auction House as auctioneer. RYNARD PROPERTIES: $3.5M Sale of Memphis Property to Belveron OK'd ------------------------------------------------------------------ Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennesse authorized Rynard Properties Hilldale, LP's sale of a 148-unit apartment complex known as Hilldale located (i) at 3500 Westline Drive, Memphis, Tennessee, and (ii) at 3491 Frayser Raleigh Rd., Memphis, Tennessee to Belveron Partners Fund IV JV, LLC pursuant to their Multifamily Property Sales Agreement for $3.5 million. Except for the "Permitted Encumbrances," is be free and clear of all liens, claims, tax claims, interests and encumbrances, with any liens and claims attaching to the proceeds of the sale. The sale of the Property to Belveron is subject to the following conditions: (a) approval by the United States Department of Housing and Urban Development of Belveron's assumption of the obligations in the LIHPRHA Use Agreement and HAP Contract, and (b) approval by the Health, Educational, and Housing Facilities Board of the City of Memphis, Tennessee of Belveron's assumption of the obligations of the LURA. Prior to the Closing Date, the Escrow Agent, as defined in the Agreement, will provide Belveron, the Debtor, and Wells Fargo a closing settlement statement for approval. On the Closing Date, the Escrow Agent to pay directly via wire transfer or other mutually agreed payment methods at closing to the following parties in interest: (1) Wells Fargo; (2) Foresite Realty Partners, LLC for Commissions due pursuant to the Order Authorizing the Retention and Employment of Foresite Realty Partners, LLC, as a Professional of the Bankruptcy Estate to Market and Sell Property of the Estate; (3) all real property taxes due and owing on the Property; (4) Counsel for the Debtor; and (5) all U.S. Trustees fees due and owing under 28 U.S.C. Section 1930(a)(6). Belveron will assume the occupancy agreements and other executory contracts related to the Property as described in the Agreement. Pursuant to Fed. R. Bankr. P. 6004(h) and 6006(d), the 14-day stay of enforceability of the Order is modified to provide that the parties in interest may immediately enforce and execute upon the Order and consummate the transactions reflected in and approved by the Order. At the Closing, Belveron will accept assignment of the Assumed Contracts as provided in the Order, and the Debtor will be released from all liability under the Assumed Contracts relating to events or occurrences arising on or after the Closing Date pursuant to Section 365(k) of the Bankruptcy Code. A copy of the Order will be served on all known creditors and parties in interest in the case. About Rynard Properties Hilldale Rynard Properties Hilldale LP, a Tennessee limited partnership, operates a 148-unit multifamily apartment complex of Section 8 housing named Hilldale Apartments in the Frayser area of Memphis, Tennessee, and currently has LEDIC operating the complex as leasing agent. Rynard Properties Hilldale LP, based in Fishers, IN, filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-31248) on Dec. 7, 2016. The petition was signed by John Bartle, Chief Restr. Off. & Sec. for GP, Hilldale GP, LLC. The Debtor estimated $1 million to $10 million in both assets and liabilities at the time of the filing. The case is assigned to Judge Jennie D. Latta. The Debtor hired the Law Office of Toni Campbell Parker as its legal counsel; Foresite Realty Management, LLC as real property manager; and Foresite Realty Partners, LLC as real estate broker. SAS HEALTHCARE: $22M Sale of All Assets to REP Perimeter Approved ----------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized SAS Healthcare, Inc., and its affiliates to sell substantially all assets to REP Perimeter Holdings, LLC for $22 million. The sale is free and clear of all Liens, Claims and other interests of any kind or nature whatsoever. A certified copy of the Order may be filed with the appropriate clerk and/or recorded with the recorder to act to cancel any Liens and Claims except with respect to Assumed Liabilities and Permitted Exceptions. The Debtors are authorized and directed to (a) assume and assign to the Purchaser, effective upon the Closing Date, the Assigned Contracts free and clear of all Claims, Liens or other interests of any kind or nature whatsoever and (b) execute and deliver to the Purchaser such documents or other instruments as may be necessary to assign and transfer the Assigned Contracts to the Purchaser. Notwithstanding any other language in the Order or the APA to the contrary, the Debtors will not sell or assign to Purchaser any of Debtors’ rights, title or interest in any registered or common law trademarks and service marks, and the Purchaser will have no right to use such Marks. Notwithstanding the foregoing restrictions on the Purchaser's right to use the Marks, the Purchaser will be permitted to phase out and permanently discontinue all remaining uses of the Marks within a commercially reasonable time period not to exceed 90 days after the effective date of the Order. The Patient Records will not be transferred to the Purchaser, and the Purchaser will not assume responsibility to preserve and maintain the Patient Records in accordance with applicable non-bankruptcy law. Any amounts payable by the Debtors under the APA will be paid in the manner provided in the APA without further order of the Court, will be allowed administrative claims in an amount equal to such payments in accordance with sections 503(b) and 507(a)(2) of the Bankruptcy Code, and will not be discharged, modified or otherwise affected by any reorganization plan for the Debtors, except by an express written agreement of the Purchaser or its successors or assigns. For purposes of clarification, the Order authorizes payment of claims by the Debtors only as expressly set forth in the Order and the APA. Notwithstanding any other provision in the Order or the APA, year 2018 ad valorem real and business personal property taxes owed to Dallas County and Tarrant County will be paid at closing with interest that has accrued at the state statutory rate of 1% per month pursuant to Bankruptcy Code Sections506(b) and 511. The liens that secure all amounts ultimately owed for year 2019 ad valorem real and business personal property taxes will remain attached to the Purchased Assets and become the responsibility of the Purchaser and/or the Purchaser Affiliates. The Tax Authorities will retain all state law collection and lien enforcement rights with regard to the 2019 ad valorem property taxes and are not enjoined from pursuing collection of all amounts against the Purchaser, the Purchaser Affiliates (if a Purchaser Affiliate is the responsible party pursuant to state law), and/or the personal property in the event the 2019 ad valorem property taxes are not paid prior to the state law delinquency date. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). The Order will take effect immediately and will not be stayed pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, 9014 or otherwise. The Debtors and the Purchaser are authorized to close the Sale immediately upon entry of the Order. The Closing will occur on the date that is two Business Days following the satisfaction or waiver of the conditions set forth in Article IX of the APA unless extended by mutual written agreement of the Debtors and the Purchaser. About SAS Healthcare SAS Healthcare, Inc., and its subsidiaries -- https://sunbhc.com/ -- collectively own three mental health facilities in the Dallas/Forth Worth area. Due to a decline in patient census and the resulting decline in revenues, which resulted in large part from the investigation by the Tarrant County District Attorney and subsequent indictments, SAS ceased operating the medical facilities and ceased accepting new patients as of Dec. 21, 2018. SAS Healthcare and three subsidiaries sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 19-40401) on Jan. 31, 2019. SAS Healthcare estimated assets of $1 million to $10 million and liabilities of the same range. The Hon. Mark X. Mullin is the case judge. The Debtors tapped Haynes and Boone, LLP as counsel; Phoenix Management Services as financial advisor; Raymond James & Associates, Inc., as investment banker; and Omni Management Group, as claims and noticing agent. SENIOR CARE: La Hacienda's Assets Transfer to Capstone-Houston OK'd ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the operations transfer and surrender agreement ("OTA") by and between La Hacienda SCC, LLC ("Transferor"), an affiliate of Senior Care Centers, LLC, and Capstone-Houston Opco, LLC ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "La Hacienda Nursing & Rehab Center," located at 3730 W. Orem Dr. Houston, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States’ defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: a. The Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; b. The New Operators and the Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; c. Nothing will affect or impair HHSC’s defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Medicaid Agreements in accordance with all applicable Medicaid statutes; d. Nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and e. The Debtors and/or New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SENIOR CARE: PCO Submits 1st Report ----------------------------------- Martin I. Kalish M.D., the Patient Care Ombudsman appointed for Senior Care Centers, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a first report regarding the Debtor's variety of healthcare services including Long Term Care, Memory Care, Skilled Nursing Care, Rehabilitation, and Assisted Living Care. The PCO found that out that there is strong evidence of high turnover in leadership at the Debtor's facilities. This condition could often result in a lack of critical oversight and focus on the quality of care as demonstrated by the lack of knowledgeable personnel to understand and complete the infection control data and the quality assurance and performance improvement data. In addition, the PCO observed that many residents were not being attended to with their mobility needs and toileting needs, especially at night. The PCO also reported that in nearly all the facilities, there was a lack of effective Quality Assurance and Performance Improvement activities or knowledge on even how to perform such activities as well as the lack of an effective Infection Surveillance, Prevention, and Control process. In general, the PCO noticed that the Chief Clinical Officer is the only person responsible for overseeing the care and quality operations of the company and facilities. Hence, there was little, if any corporate oversight of or accountability for resident outcomes or the provision of clinical care. On a final note, the PCO believed that it would be beneficial to him and to his team if the Chief Clinical Officer and the Divisional or Regional operations and clinical personnel do not attend any future visits or appear at the facilities. The PCO should be able to see what a facility looks like and how it operates without advance warning. A full-text copy of the First Report is available for free at: http://bankrupt.com/misc/txnb18-33967-823.pdf About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SENIOR CARE: PM Mgmt.'s Transfer of Assets to Corsicana Approved ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the operations transfer and surrender agreement ("OTA") by and between PM Management - Corsicana NC, LLC ("Transferor") and Corsicana Nursing Operations, LLC ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Trisun Care Center - Corsicana," located at 3210 West Highway 22, Corsicana, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances, provided, however, that for any party holding a secured interest in the Assets senior to any interest held by Navarro SNF Development, LP ("Landlord") (or an ownership interest, if any third party owns any goods or equipment located at the Facility), the New Operator will receive such Assets subject to such interest unless such interest is satisfied in a manner agreed to by the holder thereof or as otherwise determined by the Court. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States' defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: a. The Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; b. The New Operators and the Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; c. Nothing will affect or impair HHSC's defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Medicaid Agreements in accordance with all applicable Medicaid statutes; d. Nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and e. The Debtors and/or New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SENIOR CARE: PM Mgt.'s Transfer of Assets to ML-Cedar Approved -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the operations transfer and surrender agreement ("OTA") by and between PM Management - Cedar Park NC, LLC ("Transferor") and ML-Cedar Park, LLC ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Cottonwood Creek Nursing and rehabilitation Center," located at 1500 Cottonwood Creek Trail, Cedar Park, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances, provided, however, that for any party holding a secured interest in the Assets senior to any interest held by Cedar Park Healthcare, LLC ("Landlord") (or an ownership interest, if any third party owns any goods or equipment located at the Facility), the New Operator will receive such Assets subject to such interest unless such interest is satisfied in a manner agreed to by the holder thereof or as otherwise determined by the Court. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States' defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: a. The Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; b. The New Operators and the Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; c. Nothing will affect or impair HHSC's defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Medicaid Agreements in accordance with all applicable Medicaid statutes; d. Nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and e. The Debtors and/or New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SENIOR CARE: SCC's Transfer of Assets to Socorro Health Approved ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the operations transfer and surrender agreement ("OTA") by and between SCC Socorro, LLC ("Transferor") and Socorro Health Care, LLC ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Las Ventanas de Socorro," located at 10064 Alameda Avenue, Socorro, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances, provided, however, that for any party holding a secured interest in the Assets senior to any interest held by Socorro Health Realty, LLC ("Landlord") (or an ownership interest, if any third party owns any goods or equipment located at the Facility), the New Operator will receive such Assets subject to such interest unless such interest is satisfied in a manner agreed to by the holder thereof or as otherwise determined by the Court. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States’ defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: a. The Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; b. The New Operators and the Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; c. Nothing will affect or impair HHSC’s defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Medicaid Agreements in accordance with all applicable Medicaid statutes; d. Nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and e. The Debtors and/or New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SENIOR CARE: Transfer of 38 Facilities to New Operators Approved ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the form of the Operations Transfer Agreement ("OTA") of Senior Care Centers, LLC and its debtor-affiliates; and (ii) authorized the Debtors' transfer of the Assets of the 38 facilities referred to as the Transfer Portfolio from certain of the Debtors to the new operators listed on Exhibit 1. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances, provided, however, that for any party holding a secured interest in the Assets senior to any interest held by Sabra ("Landlord"), the New Operators will receive such Assets subject to such interest unless such interest is satisfied in a manner agreed to by the holder thereof or as otherwise determined by the Court. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Further, certain of the Debtors are parties to Medicaid provider agreements ("LA Medicaid Provider Agreements") with the Louisiana Department of Health ("LDH"), acting through its designated office, the Louisiana Medicaid Program, to receive payment for services provided to Medicaid recipients pursuant to the provisions of, and the regulations promulgated under, Title XIX of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States’ defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. (g) the LA Medicaid Provider Agreements will be governed exclusively and solely by the Medicaid statutes (federal and state), regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators operating in the State of Louisiana ("Louisiana New Operators"); (h) The LA Medicaid Provider Agreements will be assigned to the Louisiana New Operators upon a change in ownership pursuant to 42 CFR Part 455, Subpart E, and La. R.S. 46:437.11 et seq., and upon assignment, the LA Medicaid Provider Agreements will be subject to all applicable Medicaid statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the LA Medicaid Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicaid overpayments, debts, sanctions, and all other monetary liabilities, regardless of whether yet determined by LDH; (i) the Louisiana New Operators and the LA Medicaid Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulations, rules, policies, and procedures; (j) nothing will affect or impair LDH’s defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments, debts, sanctions, and all other monetary liabilities from the Debtors and/or any Louisiana New Operator under the LA Medicaid Provider Agreements in accordance with the Medicaid statutes, regulations, rules, policies, and procedures; (k) nothing will relieve or be construed to relieve the Debtors or any Louisiana New Operator from complying with all Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Louisiana New Operators apply for and obtain LDH approval of a change of ownership by the filing of the required forms; and (l) the Debtors and/or Louisiana New Operators will retain their respective right to appeal LDH's overpayment determination in accordance with the applicable Medicaid statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding any other provisions of the Order, the OTAs, the Settlement Agreement, the Transaction Documents, and any other request in or document attached to the Motions, LDH's approval of the transfer of those facilities from the Transfer Portfolio located in the State of Louisiana, is conditioned upon the following: (a) In connection with such transfer, payment by the Debtors to LDH in the amount of $1,050,397 as the full amount of the Provider Bed Fees currently due (per Table on Page 4 of LDH's Objection by the Closing; (b) In connection with such transfer, payment by the Debtors to LDH of $1 million by the Closing which will be applied towards the aggregate amount of the Providers Bed Fees due for the first quarter of 2019, with any remainder to be paid within 30 days of delivery of written notice by LDH. (c) In connection with such transfer, payment by the Debtors to LDH of $2,700 in Sanctions (per Table on Page 4 of LDH's Objection) by the Closing; and (d) In connection with such transfer, payment to LDH of $1,460,355 (i.e, one-half of the $2,920,710 in Direct Care/Floor Audits per Table on Page 4 of LDH's Objection) by the Closing with the remaining balance thereof due at the completion of the audit or administrative appeal process, which amounts will be caused to be paid by Landlord pursuant to separate indemnity agreements between Landlord and certain other parties. Certain of the Debtors are parties to Medicaid provider agreements ("TX Medicaid Agreements") with the HHSC. Notwithstanding anything in the Order, the Motion, the OTAs, or the Transaction Documents: (a) The TX Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators operating in the State of Texas; (b) The Texas New Operators and the TX Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; (c) Nothing will affect or impair HHSC's defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any Texas New Operator under the TX Medicaid Agreements in accordance with all applicable Medicaid statutes; (d) Nothing will relieve or be construed to relieve the Debtors or any Texas New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and (e) The Debtors and/or Texas New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Notwithstanding any other provision in the Order, the Motion, the OTAs, and the Transaction Documents, year 2017 and 2018 ad valorem property taxes owed on the affected locations will be paid on or before April 1, 2019 with interest that has accrued at the state statutory rate of 1% per month pursuant to 11 U.S.C. Sections 506(b) and 511. The liens that secure all amounts ultimately owed for tax year 2019 will remain attached to the assets and become the responsibility of the New Operators. The holders of liens that secure year 2019 ad valorem property taxes will retain all state law collection and lien enforcement rights and are not enjoined from pursuing collection of all amounts owed for tax year 2019 against the New Operators in the event the 2019 ad valorem property taxes are not paid prior to the state law delinquency date. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. A copy of the Exhibit 1 attached to the Order is available for free at: http://bankrupt.com/misc/Senior_Care_778_Order.pdf About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SENIOR CARE: Windmill SCC's Transfer of Assets to JWJM Approved --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas Motion (i) approved the operations transfer and surrender agreement ("OTA") by and between Windmill SCC, LLC ("Transferor"), an affiliate of Senior Care Centers, LLC, and JWJM, LLC ("New Operator"); and (ii) authorized the transfer of the certain assets and operations of the skilled nursing facility known as "Windmill Nursing & Rehab Center," located at 507 Martin Luther King Jr. Blvd., Lubbock, Texas ("Assets") from the Transferor to the New Operator pursuant to the OTA, free and clear of all claims and encumbrances. The Debtors are prohibited from paying any obligations to their employees pursuant to the Transaction Documents, including but not limited to, any severance, retention bonus, or other change in control payment, unless the Court enters an order authorizing such payment. Any severance, retention bonus, or other change in control payment contemplated by the OTA that is payable because of any sale is limited to the extent required by applicable Bankruptcy law. Subject to the terms of the Order, the Assets are transferred free and clear of all liens, claims, interests, or encumbrances. Certain of the Debtors are parties to Medicare provider agreements with the Secretary of the United States Department of Health and Human Services ("HHS"), acting through its designated component, the Centers for Medicare & Medicaid Services ("CMS"), to receive payment for services provided to Medicare beneficiaries pursuant to the provisions of, and regulations promulgated under, Title XVIII of the Social Security Act. Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: (a) the Provider Agreements will be governed exclusively and solely by the Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; (b) the Provider Agreements will be automatically assigned to the New Operators upon a change in ownership pursuant to 42 C.F.R. Section 489.18(c), and upon assignment, the Provider Agreements will be subject to all applicable Medicare statutes, regulations, rules, policies, and procedures, and will be subject to the terms and conditions under which the Provider Agreements were originally issued, including, but not limited to, the repayment of all pre-assignment Medicare overpayments and all other monetary liabilities, regardless of whether yet determined by CMS; (c) the New Operators and the Provider Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicare statutes, regulations, rules, policies, and procedures; (d) nothing will affect or impair the United States’ defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicare overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Provider Agreements in accordance with the Medicare statutes, regulations, rules, policies, and procedures; (e) nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all Medicare statutes, regulations, rules, policies, and procedures, including, but not limited to, the requirement that the Debtors and any New Operator apply for and obtain CMS approval of a change of ownership by the filing of Form CMS-855A; and (f) the Debtors and/or New Operators will retain their respective right to appeal CMS' overpayment determination in accordance with the applicable statutes and regulations. Certain of the Debtors are parties to Medicaid provider agreements with the Texas Health and Human Services Commission ("HHSC"). Notwithstanding anything in the Order, the Motion, the OTA, or the Transaction Documents: a. The Medicaid Agreements will be governed exclusively and solely by applicable Medicaid statutes, regulations, rules, policies, and procedures, including, but not limited to, the adjustment of any payments to the New Operators; b. The New Operators and the Medicaid Agreements will be subject to compliance with applicable health and safety standards pursuant to all Medicaid statutes, regulates, rules, policies, and procedures; c. Nothing will affect or impair HHSC’s defenses, claims, rights, or ability to recoup, setoff, or otherwise recover Medicaid overpayments and any other monetary liabilities from the Debtors and/or any New Operator under the Medicaid Agreements in accordance with all applicable Medicaid statutes; d. Nothing will relieve or be construed to relieve the Debtors or any New Operator from complying with all applicable Medicaid statutes, regulations, rules, policies, and procedures; and e. The Debtors and/or New Operators will retain their respective right to an administrative appeal of any overpayment determination in accordance with the applicable statutes and regulations. Certain equipment and/or vehicles that are subject to leases between certain of the Debtors and Wells Fargo Equipment Finance, Inc., Wells Fargo Bank, doing business as Wells Fargo Equipment Finance, and/or Wells Fargo Financial Leasing, Inc. are, or may be, located at the Facility. Notwithstanding any other term or provision of the Order, subsequent to the transfer of the Assets to the New Operator, Wells Fargo will retain its liens and interests in the Wells Fargo Equipment, which will be transferred to the New Operator subject to such liens and interests, and any rights or interests of the Debtors therein will be deemed to be terminated following the effective date of the transfer to the New Operator. Wells Fargo and the New Operator may enter into such new equipment lease, lease assumption, or other transaction regarding the Wells Fargo Equipment to which such parties may mutually agree and, in the absence of such agreement, Wells Fargo will be permitted to exercise its legal or contractual in rem rights and remedies with respect to the Wells Fargo Equipment, as to which the automatic stay will be terminated upon Closing. With Wells Fargo's consent, the Debtors will file a motion to formally assume or reject any contracts or leases pertaining to the Wells Fargo Equipment, in consultation with the New Operator, within 90 days of the Closing. Notwithstanding any applicable Bankruptcy Rule or Local Bankruptcy Rule to the contrary, the Order is effective and enforceable immediately upon entry, no stay applies, and the Debtors may complete the transactions contemplated immediately. The Order is intended to be, and in respects will be, a final order regarding the relief granted, and will not be an interim order. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases. The committee tapped Greenberg Traurig, LLP as counsel, and FTI Consulting, Inc., as its financial advisor. SERENITY3 HOME: Seeks to Hire Schafer and Weiner as Legal Counsel ----------------------------------------------------------------- Serenity3 Home Health, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Schafer and Weiner, PLLC, as its legal counsel. The firm will represent and assist the Debtor in all facets of its Chapter 11 case. Schafer and Weiner will be paid at hourly rates for the services of its attorneys and legal assistants: Daniel Weiner $485 Michael Baum $485 Howard Borin $395 Joseph Grekin $380 Leon Mayer $305 Kim Hillary $330 John Stockdale $345 Jeffery Sattler $315 Jason Weiner $310 Nicholas Marcus $275 Legal Assistants $150 The firms attorneys are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Schafer and Weiner can be reached through: Kim K. Hillary, Esq. John Stockdale, Esq. Schafer and Weiner, PLLC 40950 Woodward Ave., Suite 100 Bloomfield Hills, MI 48304 Phone: (248) 340-5540 E-mail: khillary@schaferandweiner.com About Serenity3 Home Health Serenity3 Home Health Inc. is a privately held company in Ann Arbor, Mich., that provides home health care services. Serenity3 Home Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43651) on March 13, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Mark A. Randon. Schafer and Weiner, PLLC, is the Debtor's counsel. SHAND'E RAELLE: Taps Troutman Law Firm as Legal Counsel ------------------------------------------------------- Shand'e Raelle Carpenter received approval from the U.S. Bankruptcy Court for the District of Oregon to hire Troutman Law Firm, PC, as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The firm will charge these fees: Ted Troutman, Esq. $495 per hour Paralegals $220 per hour Ted Troutman, Esq., at Troutman Law Firm, disclosed in court filings that the firm does not have interest materially adverse to the interest of the Debtor's estate, creditors and equity security holders. Troutman Law Firm can be reached through: Ted A. Troutman, Esq. Troutman Law Firm PC 5075 SW Griffith Drive, Suite 220 Beaverton, OR 97005 Phone: (503) 292-6788 Fax: (503) 596-2371 About Shand'e Raelle Carpenter Shand'e Raelle Carpenter sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-30990) on Feb. 6, 2019. The case is assigned to Judge David W. Hercher. Troutman Law Firm PC is the Debtor's counsel. SPECTRUM PROPERTY: PCO Appointment Not Necessary, NY Judge Says --------------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York issued an Order declaring that the appointment of a patient care ombudsman is not necessary for Spectrum Property Management LLC. The Order was made after the Clerk’s Office requested the Court to determine whether, pursuant to 11 U.S.C. Sec. 333 of the Bankruptcy Code, a Patient Care Ombudsman should be appointed for the Debtor when it selected "Health Care Business" as the nature of its business on the petition filed on January 13, 2019. Based in Staten Island, New York, Spectrum Property Management LLC filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-40215) on January 13, 2019, and is represented by Charles Wertman, Esq., at Law Offices Of Charles Wertman P.C. STORE IT REIT: Exclusive Solicitation Period Extended to June 10 ---------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas extended the period during which Store It REIT, LLC can solicit acceptances for its Chapter 11 plan of reorganization through June 10. About Store It REIT Store It REIT, Inc., formerly known as Evergreen Realty REIT, Inc., and American Spectrum REIT I, Inc., is a privately held company in Ketchum, Idaho engaged in activities related to real estate. The Company has 98.64% equity interest in Evergreen REIT, LP. Evergreen REIT, LP, is a real estate investment trust owning interest in entities that own tenant in common, limited partnership, and/or general partnership interest in three self-storage facilities. Store It REIT filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-32179) on April 27, 2018, listing $13.18 million in total assets and $127,143 in total liabilities. The petition was signed by William J. Carden, president and director. Judge Marvin Isgur presides over the case. The Debtor tapped Deirdre Carey Brown, Esq., at Hoover Slovacek LLP, as its bankruptcy counsel. On July 3, 2018, the Office of the U.S. Trustee appointed an official committee of equity security holders. The equity committee tapped Polsinelli PC as its legal counsel. The equity committee has sought appointment of an examiner in the company's Chapter 11 case. The Debtor has filed a plan of liquidation and disclosure statement. SUNGARD AVAILABILITY: To Seek Bankruptcy Protection in May ---------------------------------------------------------- Sungard Availability Services has entered into a consensual agreement with a majority of its creditors to reduce Sungard AS' debt by over two-thirds. This agreement creates a sustainable capital structure to support the Company's investment and growth plans, as well as enhances its overall financial position. "A diverse group of lenders came together very quickly, reaching an agreement that results in an appropriate capital structure that enables us to continue focusing on operating and growing our business," said Andrew A. Stern, Chief Executive Officer, Sungard Availability Services. "Our creditors recognize the value in what we've built, and are investing new capital into the business. Sungard AS will emerge from this process as a much stronger company, continuing to service existing and new customers well into the future." Through the restructuring process, Sungard AS will continue to operate in the normal course of business, including delivering the high levels of service its customers expect and making planned investments in its fully resilient production and recovery solutions portfolio, all delivered by the Company's team of seasoned professionals. The restructuring contemplated by the Restructuring Support Agreement ("RSA") is funded by a $100 million credit facility, which will provide the liquidity necessary to continue to implement the Company's business plan, including funding working capital and operational and capital expenditures during the expedited restructuring process. Once the restructuring is complete, Sungard AS’ creditors will own the Company's equity. On April 1, 2019, Sungard AS published a notice to its investors announcing a RSA with a majority of its creditors and the Company's equity sponsors to restructure and reduce its debt. In order to effectuate the reduction in debt, the company will enter a "pre-packaged" chapter 11 bankruptcy filing on or around May 1. With over 75% of the secured lenders and over 85% of the noteholders already committed to vote to accept and support the plan, the Company expects to emerge from bankruptcy very shortly after filing. The restructuring transactions provided in the plan will reduce the Company's outstanding funded indebtedness by over $800 million, significantly strengthening its balance sheet and enhancing financial flexibility going forward. Importantly, the plan provides for the payment of all trade, employee, and other non-funded debt claims in full, in the ordinary course of business, subject to the provisions of the bankruptcy code with respect to allowance of such claims. During this process, Centerview Partners has been retained as investment banker to Sungard AS, Kirkland & Ellis LLP has been retained as legal counsel, and AlixPartners has been retained as the Company's financial advisor. Kirkland & Ellis LLP can be reached at: Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Jonathan S. Henes, Esq. Tel: +1 212-446-4927 Email: jonathan.henes@kirkland.com Emily E. Geier, Esq. Tel: +1 212-446-6429 Email: emily.geier@kirkland.com -- and -- Kirland & Ellis LLP 300 Nroth LaSalle Chicago, IL 60654 Ryan Blaine Bennett, Esq. Tel: +1 312-862-2074 Email: ryan.bennett@kirkland.com Sungard Availability Services -- https://www.sungardas.com/en/ -- provides critical production and recovery services to global enterprise companies. SUNGLO HOME: Gary Toche Appointed as PCO ---------------------------------------- Henry G. Hobbs, Jr., Acting United States Trustee for the Southern District of Texas, appointed Gary Toche as the Patient Care Ombudsman for Sunglo Home Health Services, Inc. The appointment was made pursuant to the Court Order, dated March 13, 2019, directing the U.S. Trustee to appoint a PCO for the Debtor. Mr. Toche can be reached at: Gary Toche 1555 Tahoe Court League City, TX 77573 Tel: (281) 910-7757 About Sunglo Home Sunglo Home Health Services, Inc. -- http://www.sunglohhs.com/-- is a home health care services provider that offers a variety of programs to assist the aging and disabled in sustaining an improved quality of life. With more than 27 years of experience, Sunglo offers adult daycare, nurses, nursing aides, therapies, domestic help and spiritual support. Based in Harlingen, Texas, Sunglo Home Health Services, Inc., d/b/a Sunglo Adult Day Care VIII; d/b/a Sunglo Adult Day Care II; d/b/a Brighten Academy filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-10061) on Feb. 14, 2019, and disclosed $476,699 in assets and $1,540,810 in liabilities. The petition was signed by Linda Salazar, vice president. The Debtor is represented by Jana Smith Whitworth, Esq. at JS Whitworth Law Firm, PLLC TERRAVISTA PARTNERS: Seeks to Extend Exclusivity Period to April 24 ------------------------------------------------------------------- Terravista Partners - Hidden Village Ltd. asked the U.S. Bankruptcy Court for the Western District of Texas to extend the period during which it has the exclusive right to file a Chapter 11 plan through April 24, and to solicit acceptances for the plan through July 15. The company said the requested extension is necessary given the pending sales of assets and the issues to be resolved before it files a Chapter 11 plan of reorganization. Representatives for Fannie Mae -- Terravista's largest secured lender -- have only recently completed another inspection of the company's property. Terravista said it is waiting on a list of proposed necessary repairs so that it can obtain estimates of the repair costs, which need to be included in the plan. The company is also waiting on some financial data and projections from a bookkeeping firm but due to tax season, there has been a delay in obtaining the information. As a result, the company needs additional time to file a plan and solicit acceptances from creditors, according to court filings. About Terravista Partners Terravista Partners - Hidden Village, Ltd. conducts business under the names Hidden Village Apartments and Hidden Village Apartment Homes. It is a real estate lessor headquartered in San Antonio, Texas. Terravista Partners filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52901) on Dec. 4, 2018. The petition was signed by Philip W. Stewart, president of Terravista - Hidden Village Corporation. At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Craig A. Gargotta. The Debtor is represented by the Law Offices of William B. Kingman, P.C. TEVA PHARMACEUTICALS: Fitch Rates Unsec. Revolver Loans 'BB' ------------------------------------------------------------ Fitch Ratings has assigned a 'BB' rating to the senior unsecured revolving credit agreement among Teva Pharmaceuticals Industries Ltd. (Teva), Teva Pharmaceuticals USA, INC., Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmacuetical Finance Netherlands III B.V. Teva's USD3.0 billion senior unsecured revolving credit agreement was terminated and, therefore Fitch has withdrawn the rating on it. Fitch does not expect a material change in total debt balances to result as a net effect of this issuance. KEY RATING DRIVERS High Debt Levels: Teva's consolidated debt levels were approximately USD29.0 billion and estimated TTM leverage (measured as gross debt/EBITDA) after equity credit was 5.9x at Dec. 31, 2018. Fitch expects leverage to stay elevated over the near term despite Teva's aggressive and committed deleveraging plans. This belief is based on the expectation that Teva's EBITDA will remain flat to lower compared with 2018's level because of price erosion challenging its generic medicines business and increased competition related to its specialty medicines business. Even though Teva has a number of levers to reduce its debt/EBITDA ratio, including reducing costs, paying debt from FCF and selling assets, Fitch estimates that gross leverage may remain at or above 5x through 2020. However, Fitch's believes Teva will be able to meet its obligations through 2020 substantially with available cash and FCF. Continued Price Erosion and Pricing Pressure: Teva's generics business in the U.S. has been negatively affected by additional pricing pressure as a result of customer consolidation into larger buying groups capable of extracting greater price reductions; accelerated FDA approvals for versions of off-patent medicines, resulting in increased competition for Teva's products; and delays in launching new products. Pricing pressure, particularly in the U.S., will likely continue to meaningfully weigh on revenue and margins in the near term. This is particularly concerning for the less differentiated product segments. Fitch expects aging populations in developed markets and increasing access to healthcare in emerging markets will support volume growth for Teva and its generic pharma peers, but price erosion is expected to meaningfully offset such growth over the near term. Decreasing Sales of Copaxone Resulting from Generic Competition: Teva's best-selling product, Copaxone is gradually declining in revenue and profitability. Generic competition for Copaxone is expected to continue over the forecast period in the U.S. market in light of the FDA approval of a generic version of both 20mg and 40mg Copaxone and the expectation of more generics to follow. Execution of Restructuring Plan: Teva announced a comprehensive restructuring plan in December 2017, aimed at reducing its cost base by USD3 billion by year-end 2019. Fitch believes the plan has the potential to stabilize Teva's business by creating operational efficiencies to help offset the substantial decline in revenues. However, even if Teva is successful in realizing the benefits from the restructuring by the end of 2019, Fitch believes there remain substantial challenges to Teva's growth and cost structure. DERIVATION SUMMARY Teva Pharmaceutical Industries Limited's (Teva) 'BB'/Negative rating reflects the company's substantial indebtedness and modest financial flexibility; this position is caused by several adverse developments including: regular and increasing price erosion of its U.S. generic medicines business; heightened competition for Teva's leading specialty medicine, Copaxone; continuing consolidation of Teva's customer base; and the uncertainty tied to the growth of new product launches of both generic and specialty products. Despite these challenges, Teva is the leading pharmaceutical manufacturer of generic drugs in the world relative to Mylan N.V., (BBB-/Stable) and Novartis (AA/Negative). Mylan is Teva's closest peer and its investment-grade credit profile reflects a lower financial leverage compared with Teva. Mylan's scale, geographic reach and the level of product differentiation is expected to contribute to sustainable FCF of approximately 1 billion over Fitch's forecast period, which excludes the effects of litigation costs and settlements and restructuring costs. Fitch believes that Teva has adequate sources of liquidity from FCF and available cash to meet its obligations through 2020. The forecast of FCF is principally sensitive to 1) Copaxone revenues; 2) revenues from new products; 3) cost reductions; and 4) litigation costs. Over the medium to long term, Fitch believes that Teva may benefit from its focus on innovative and complex pharmaceuticals, which generally command higher prices and margins. However, the commoditized portion of its generic drug portfolio is more prone to pricing pressure. That pressure, as well as its substantial debt, may cause gross leverage (debt/EBITDA) for Teva to remain at or above 5x though fiscal 2020. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Generic competition for Copaxone and additional generic launches of Copaxone result in revenues of USD1.1 billion for the product in 2019; -- Generic medicine revenue growth declines at a decreasing rate through 2021. European generics face low single digit price increases, somewhat mitigated by flat growth in ROW; -- Ajovy contributes no more than USD500 million annually through the forecast period; -- Restructuring results in a USD3 billion decline in run-rate operating expenses by YE 2019; however, this still results in a decrease in EBITDA margin from historical levels; -- Working capital held roughly static in 2019; -- Modest after-tax proceeds from asset divestitures net of cash outflows from ongoing litigation costs and potential settlements. -- Gross leverage is assumed to remain at or above 5x through 2020; -- The refinancing of debt improves Teva's financial flexibility in the near term, but is neutral to the rating, because gross leverage remains unchanged. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A one-notch upgrade would be considered if Teva were expected to maintain gross debt/EBITDA below 4.5x; -- More positive developments with respect to the operating profile and environment that grow EBITDA, including: stabilization of Copaxone revenues, successful new product launches, continued stabilization in the rate of generic deflation, successful restructuring and resolution of litigation; -- The application of proceeds from asset sales to pay debt may be positive, but will need to be considered in the context of the company's earnings power thereafter. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A one-notch downgrade would incorporate the company operating with gross debt/EBITDA above 5.0 beyond 2020; -- The company does not return to sustainable operating performance, in part due to an even more onerous than forecast pricing environment and inability to generate meaningful sales from new product launches; -- The FCF, while positive, declines to levels that meaningfully increase Teva's reliance on asset sales or new external sources of capital to be able to meet its debt obligations; -- Litigation costs and settlements hinder the company's deleveraging plans. -- Generic competition against Copaxone 40mg drives a greater than expected share loss in 2019. LIQUIDITY Cash Prioritized for Deleveraging: Teva's principal sources of short-term liquidity are its existing cash investments, liquid securities and available credit facilities. In addition, Teva has access to a USD2.3 billion senior unsecured revolving credit facility (RCF) and cash and cash equivalents, which were approximately USD1.8 billion as of Dec. 31, 2018. Teva's previous USD3 billion revolving credit facility was undrawn as of Dec. 31, 2018. During the first quarter of 2018, Teva prepaid its U.S. dollar and Japanese yen term loans. This was accomplished with the proceeds of debt issuances in an aggregate principal amount of USD4.4 billion, consisting of senior notes with aggregate principal amounts of USD2.5 billion and EUR1.6 billion with maturities ranging between four and 10 years. The effective average interest rate of the notes issued is 5.3% per year. The refinancing of term loans and new USD2.3 billion revolving credit facility are positive credit developments for Teva. However, it is unclear whether FCF and available sources of liquidity (cash and lines of credit) will be adequate to meet total debt obligations due beyond 2020, because of the headwinds to revenue and the uncertainty surrounding new product revenues. FULL LIST OF RATING ACTIONS Fitch assigned a senior unsecured revolver rating of 'BB'/'RR4 to the following entities: Teva Pharmaceutical Industries Limited; Teva Pharmaceuticals USA, INC.; Teva Pharmaceutical Finance Netherlands II B.V.; Teva Pharmaceutical Finance Netherlands III B.V. Fitch currently rates Teva as follows: Teva Pharmaceutical Industries Limited -- Long-Term IDR 'BB'. Teva Pharmaceuticals USA, Inc. -- Long-Term IDR 'BB'. Teva Pharmaceutical Finance Company LLC -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance IV, LLC -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance Company, B.V. -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance IV, B.V. -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance V, B.V. -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance Netherlands II B.V. -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance Netherlands III B.V. -- Senior unsecured notes 'BB'/'RR4'. Teva Pharmaceutical Finance Netherlands IV B.V. -- Senior unsecured notes 'BB'/'RR4'. The Rating Outlook is Negative. All bonds issued by Teva subsidiaries are unconditionally guaranteed by the parent company, Teva Pharmaceutical Industries Ltd. The new revolving credit agreement contains two financial maintenance covenants, (i) a maximum leverage ratio stepping down from 6.25x to 3.50x over the life of the facility and (ii) a static minimum interest coverage ratio of 3.50x. TRACY JOHN CLEMENT: Trustee's $745K Sale of Mower Tracts Approved ----------------------------------------------------------------- Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement, to sell the Debtor's interest in the following tracts of land: (i) Tract 1 – Mower County, Minnesota (78.22 acres of agricultural land), described as all that part of the SW 1/4 & SE 1/4 Section 23, Township 101 North, Range 14 West, Mower County, Minnesota, to Mike Main for $312,880; and (ii) Tract 2 – Mower County, Minnesota (105.34 Acres of agricultural land), described as all that part of the NW1/4 & NE1/4 Section 26, Township 101 North, Range 14 West, Mower County, Minnesota, to Mike Main for $431,894. The Trustee is authorized to sell the Tracts legally described in Exhibits A-1 and A-2, which are subject to the timely and effective exercise of the Debtor's right of first refusal pursuant to the Sale Order to the Debtor, free and clear of all liens, encumbrances and other interests set forth in the Motion, provided any closing of such sales to the Debtor occurs by May 8, 2019. If the Debtor closes on the purchase of the Auction Tracts by the ROFR Closing Date, the Purchase Agreements with the Bidder are terminated and the earnest money provided by the Bidder will be returned. Should the Debtor fail to consummate the sale of the Tracts by May 8, 2019, the Trustee is authorized to consummate the sale of the Auction Tracts as legally described in Exhibit A-1 and A-2 with the Bidder pursuant to the terms in the Purchase Agreements and without the need for further action on the part of the Trustee or further order of the Court free and clear of all lines, encumbrances, and other interests as set forth in the Motion. All sales to any of the Debtor contemplated by the Order will be closed by May 8, 2019. All liens, encumbrances, and other interests against any of the Auction Tracts will attach to the proceeds of the sale of each such Tract. The proceeds of the liquidation of the Auction Tracts will be distributed to the Trustee. After the payment of the costs and expenses of sale and the payment of valid secured claims against such property, if any, as set forth in the Sale Order, Heartland Title, LLC may, without further order of the court, distribute such proceeds to the Trustee for the benefit of the estate. The Trustee may then distribute such proceeds to the holders of secured claims against such property, if any, in accord with applicable nonbankruptcy law, with the balance retained by the Trustee for the benefit of the estate. The Trustee is authorized to execute and deliver to the Debtor Local Form No. 6004-1(f) for each Auction Tract. He is authorized to take such other actions and execute and deliver such additional documents or instruments as the Trustee deems reasonable necessary to consummate the transactions contemplated by the Order. The 14-day stay provided by Fed. R. Bankr. P. 6004(h) is waived, and the Order is effective immediately. A copy of the Exhibits attached to the Order is available for free at: http://bankrupt.com/misc/Tracy_Clement_814_Order.pdf About Tracy John Clement Tracy John Clement sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11, 2016. The Debtor tapped James C. Brand, Esq., at Fredrikson & Byron PA, as counsel. On May 3, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter 11 Trustee for the Debtor. The attorneys for the Trustee are: Abigail M. McGibbon, Esq. P. Jason Thibodeaux, Esq. Abigail M. McGibbon, Esq. GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. 500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: 612-632-3484 Fax: 612-632-4000 E-mail: jason.thibodeaux@gpmlaw.com abigail.mcgibbon@gpmlaw.com The Trustee retained Steffes Group, Inc., as auctioneer. TRESHA-MOB LLC: Kell Mercer to Serve as Temporary Manager --------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas ordered Kell Mercer to be the Temporary Manager for Tresha-MOB, LLC, based on the Agreed Order withdrawing Palomar, LLC's motion to appoint a Chapter 11 trustee for the Debtor. The Court likewise ordered Voltaire Asset Managers II to relieve as the managing member of the Debtor, such that it will not have any authority as manager or agent to manage or bind the Debtor or perform any of the duties or obligations of the managing member of the Debtor. About Tresha-Mob Tresha-MOB, LLC, is a lessor of real estate based in Chicago, Illinois, whose principal assets are located at 9618 Huebner Road San Antonio, TX 78240. Tresha-MOB filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18 52420) on Oct. 10, 2018. In the petition signed by Michael Horrell, Voltaire Asset Managers II, LLC, manager of Tresha-MOB LLC, the Debtor estimated assets and liabilities of $10 million to $50 million. Eric Terry Law, PLLC, is the Debtor's counsel. TROP INC: $34K Sale of Two Vehicles to Momentum Motors Approved --------------------------------------------------------------- Judge Jeffery W. Cavender of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Trop, Inc., and its debtor-affiliates to sell the following two vehicles to Momentum Motors: (a) 2010 Chevrolet Camaro Coupe, last six VIN being 112651, for $16,000; and (b) 2005 Lexus Convertible SC43 0, last six VIN being 061771, for $18,000. A hearing on the Motion was held on March 28, 2019 at 11:00 a.m. The sale is free and clear of liens, claims, encumbrances, and interests with respect to the Purchaser. Such liens, claims, encumbrances, and interests, if any, will attach to the proceeds of the sale. The requirements set forth in Bankruptcy Rule 6004 are satisfied by the contents of the Motion or otherwise deemed waived. The terms of the Order will be effective and enforceable immediately upon its entry. About Trop Inc. Trop, Inc., is a privately held company that owns the Pink Pony, a night club in Atlanta, Georgia. Trop, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-65726) on Sept. 19, 2018. In the petition signed by CEO Teri Galardi, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Louis G. McBryan, Esq., at McBryan, LLC, is the Debtor's bankruptcy counsel. Schulten Ward Turner & Weiss, LLP, and the Law Offices of Aubrey T. Villines, Jr., serve as special counsel. UNITED METHODIST: LaRhonda Williams Appointed as PCO ---------------------------------------------------- Nancy J. Gargula, the United States Trustee for Region 10, appointed LaRhonda T. Williams, M.P.H., as the Patient Care Ombudsman for The United Methodist Village, Inc. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Southern District of Illinois, dated March 21, 2019, directing the U.S. Trustee to appoint a PCO for the Debtor. LaRhonda Williams can be reached at: LaRhonda T. Williams, M.P.H. Deputy State Home Care Ombudsman Illinois Department on Aging OFFICE OF THE STATE LONG TERM CARE OMBUDSMAN One Natural Resources Way, Suite 100 Springfield, IL 62702-1271 Tel: (217) 557-2125 Email: LaRhonda.Williams@illinois.gov About The United Methodist Village, Inc. The United Methodist Village, Inc. is a non-profit nursing home based in Lawrenceville, Illinois. The United Methodist Village, Inc. filed for bankruptcy protection under Chapter 11 (Bankr. S.D. Ill. Case No. 19-60046) on February 22, 2019. In the petition signed by Ashli Wesley, administrator, the Debtor estimated $13,779,571 in assets and $7,164,533 in liabilities. The case has been assigned to Judge Laura K. Grandy. Roy J. Dent, Esq., at Dent Law Office, Ltd. represents the Debtor as counsel. VBAR 3 LLC: Ch. 11 Trustee Appointment, Ch. 7 Conversion Sought --------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, asked the U.S. Bankruptcy Court for the Southern District of New York to appoint a Chapter 11 trustee for Vbar 3, LLC, or in the alternative, convert the Chapter 11 case to Chapter 7. The U.S. Trustee guaranteed that turning control of the Debtors, their assets, and their potential causes of actions over to chapter 11 trustee would reassure creditors and other parties-in-interest that the estate’s fiduciary is looking out for them. As an alternative to the appointment of a chapter 11 trustee, the gross mismanagement of the Debtor justifying the appointment of a chapter 11 trustee also provides cause for the conversion of the case to a chapter 7. In this case, the Debtor’s lease expires April 30, 2019. To the extent, the Debtor has been unable to renegotiate a new lease with Sotto Sopra Realty Corp. Hence, there is cause to convert the Debtor’s case as the termination of the lease is a substantial loss and there is an absence of reasonable likelihood of rehabilitation of the Debtor. About Vbar 3, LLC Vbar 3, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 19-10378) on Feb. 10, 2019, disclosing under $1 million in assets and liabilities. Richard Byron Peddie, Esq., at Richard Byron Peddie, P.C., is the Debtor's counsel. W RESOURCES: $68K Sale of John Deere 6150R Tractor to Flint Okayed ------------------------------------------------------------------ Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized W Resources, LLC's sale of a 2013 John Deere 6150R tractor along with loader attachments to Flint Creek Ranches, LLC, for $67,500. The sale is free and clear of any liens, claims, interests or other encumbrances. The Lien and Claim of the Internal Revenue Service as set forth in its Proof of Claim (filed as POC 5-2 in the Official Claims Register) will attach to the proceeds of the sale of the Tractor, with the same effectiveness and priority as the original Lien and Claim. Following the sale of the Tractor as set forth in the order, the Louisiana Secretary of State and/or the Clerk of Court for any applicable Parish is authorized and directed to cancel and erase from the records of its office each of the mortgages, liens, privileges and other items listed of record, including the following but only insofar as they affect the Tractor, including without limitation: (i) Whitney National Bank, and assigned to BTR Hangar Properties, LLC; and (ii) Internal Revenue Service. The provisions of the order and the liens granted pursuant to it against the sale proceeds of the property deposited into the IOLTA account of Debtor's counsel, will be binding upon all parties in interest in the case, including without limitation, the Debtor and its successors and assigns, and will continue in full force and effect notwithstanding the dismissal of this case or its conversion to a different chapter of the Bankruptcy Code. About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WESTERN DIGITAL: Fitch Affirms LT IDR at 'BB+', Outlook Positive ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Western Digital Corp., including the long-term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook remains Positive. Fitch's actions affect $13.1 billion of total debt, including the undrawn $2.25 billion revolving credit facility (RCF). The rating actions and Outlook reflect Fitch's expectations for meaningful near-term headwinds from a combination of excess supply and slower bit demand growth but that recovery in calendar 2020 will return the company to positive revenue growth and solid profitability. FCF for fiscal 2019 should be roughly break-even, but the company's liquidity will support modest mandatory term loan amortization. Meanwhile, Fitch expects annual FCF to average more than $1 billion and total leverage (total debt to operating EBITDA) to range between 1x-4x but average roughly 2x to 2.5x through a memory cycle. Lastly, Fitch anticipates minimal share repurchases and that Western Digital will use FCF to address significant term loan maturities in 2023 rather than for share repurchases. KEY RATING DRIVERS Deeply cyclical memory ASPs: Fitch expects memory ASPs will remain deeply cyclical, driven by production technology transitions and excess supply additions across a fragmented industry. The significant NAND ASP declines over the past two quarters, driven by the uniquely challenging transition to 3D from 2D NAND manufacturing, are from record high levels. Fitch expects the industry to absorb excess capacity exiting calendar 2019, which should support a far more constructive pricing environment in calendar 2020. Moving forward, Fitch expects ever increasing complexity and costs will result in less frequent technology transitions, which may moderate memory cycles. Deleveraging Delayed: Fitch expects WD will ultimately achieve 1.5x total leverage target but not until fiscal 2022, despite nearly doing so in calendar 2018. Instead the company began repurchasing shares and total leverage has deteriorated from lower NAND prices and slower bit demand growth. WD suspended stock further buybacks during the second quarter of fiscal 2019, and Fitch expects approximately $682 million of debt reduction from the repayment of $500 million outstanding under the RCF and mandatory term loan amortization. Fitch believes amortization and modest debt repayment with excess cash flow beginning in fiscal 2020 should drive total leverage closer to 1.5x, despite Fitch's expectations for total leverage to remain cyclical, ranging from 1.5x to 4x. Significant Technology Risk: Despite WD's current technology leadership in both HDD and NAND flash, Fitch expects technology risk will remain significant, driven by areal density increases in HDDs and technology transitions in manufacturing NAND flash memory. Meaningful new product introduction delays, driven by lagging technology, would result in market share losses and significantly lower profitability from lost revenue from ASP reductions. The breakdown in Moore's Law reflects the flash memory industry approaching the limitations of physics and economics using conventional manufacturing methodologies, while the HDD industry has had to achieve stable drives using energy assisted technologies to achieve an areal density increase roadmap through 2025. Agnostic Storage Technology Portfolio: Fitch expects WD will benefit from an agnostic storage technology portfolio, which enables the company to supply storage solutions to both a wide range of performance and capacity storage workloads. WD's secure supply of NAND for SSD strengthens the company's products and solutions in high-performance markets where SSDs are cannibalizing HDDs, including personal computers and mission-critical enterprise drives. At the same time, HDDs remain a more optimal storage technology for certain applications, notably capacity drives and surveillance products. Comparatively Lower Investment Intensity: Although technology risk is high, investment intensity is modest compared with pure play flash memory competitors given WD's exposure to lower capital intensity HDDs and that the company's co-develops NAND with its JV partner. WD's 49% ownership of its flash memory JV enables WD to share in the development of next generation NAND flash and reduces risks of manufacturing, which reduces risks associated with developing and manufacturing next generation NAND flash memory. Toshiba Corp.'s flirtation with bankruptcy in 2018 elevated event risk, given WD's bid to consolidate its ownership of TMC, which would most certainly be credit unfriendly. The ultimate sale to a consortium led by Bain reduces event risk and enables WD to maintain comparatively lower investment intensity. DERIVATION SUMMARY WD is well positioned relative to peers, given favorable average operating metrics and Fitch's expectations for the company to drive to its original total leverage (total debt to operating EBITDA) to 1.5x and remain in the 1x-4x range through the cycle. WD is a technology leader in secular growth storage markets but significant NAND ASP cyclicality results in periods of weak operating performance even as secular demand drivers remain intact. WD compares favourably to direct competitor, Seagate, which has similar HDD share but lacks WD's certainty of NAND supply to support an SSD business. WD's $2 billion of average annual FCF compares favorably to Seagate's $500 million to $750 million, even as WD's capital intensity is significantly higher than that of Seaate and similar to that of higher rated Micron Technology Inc. (Micron), which experiences similarly deep cyclicality from excess supply resulting in uneven operating performance. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- WD achieves mid-point of revenue guidance in FY19Q3 of down 13% sequentially and then declines by low- to mid-single digits in the FY19Q4 quarter, resulting in fully fiscal 2019 revenue growth of negative roughly 20%, -- Weaker demand persists through the first half of fiscal 2020 resulting in roughly flat sequential first half top line growth, although demand resumes in the second half to result in overall fiscal 2020 revenue down by 4% and recovery in fiscal 2021 of roughly 21% and expansion in fiscal 2022 of 9%. -- With non-GAAP R&D nominally fixed in the $2 billion to $2.2 billion range, Fitch expects operating leverage will significantly impact profit margins. Fitch estimates gross margins will range from 20% to the mid-30s through a cycle with EBITDA margins ranging from the mid- to upper-teens to low- to mid-30s but averaging in the mid-20s through a cycle. A more constructive ASP environment would amplify profit margin upside and Fitch believes ASPs should trough near the middle of calendar 2019. -- Modest step-downs in interest expense, which has almost halved since the refinancing in FY18Q3 when Fitch affirmed the ratings and revised the Outlook to Positive. -- Fitch expects capital intensity to remain near 10% of revenue, a conservative view given capital spending in recent years but one that incorporates escalating technology development costs. -- Modest (low-single digit) dividend growth, given WD commitment to maintaining the dividend while also focusing on supporting liquidity, followed by more robust growth beginning in fiscal 2021. -- Fitch expects WD to limit debt reduction to mandatory amortization in the current fiscal year and cease share repurchases to support near-term liquidity. Fitch expects a continuation of this approach in fiscal 2020 with modest a cash flow sweep, resulting in total leverage (total debt to operating EBITDA) below 2x. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Average organic revenue growth in the low- to mid-single digits and operating EBITDA margins averaging in the mid-20s through a memory cycle; -- Total debt to FCF averaging roughly 5x through the cycle with total leverage approaching 1.5x in the near term and averaging near 2.5x through the cycle. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Sustained negative organic revenue growth from weaker than expected capacity HDD growth. -- Slower than expected debt reduction and profitability erosion resulting in total debt to FCF sustained in the high single digits or total debt to operating EBITDA sustained above 2.5x, on average. LIQUIDITY Solid liquidity: Fitch expects liquidity will remain adequate, and, as of Dec. 31, 2018, it was supported by: i) $4 billion of cash and cash equivalents and ii) an undrawn $2.25 billion secured RCF expiring 2023. Fitch's expectation for an average of $2 billion of annual FCF over the rating horizon also supports liquidity, although Fitch anticipates break even FCF for the current fiscal year followed by a rebound in fiscal 2020. Debt maturities over the next four years are limited to minimal mandatory amortization and a modest $35 million convertible note due in 2020 but $7.3 billion of term loans maturing in 2023. FULL LIST OF RATING ACTIONS Western Digital Corporation Fitch has affirmed the following ratings: -- Long-Term IDR at 'BB+'; -- Senior secured RCF at 'BBB-'/'RR1'; -- Senior secured term loans at 'BBB-'/'RR1'; -- Senior unsecured notes at 'BB+'/'RR4'. The Rating Outlook is Positive. WILLIAM THOMAS: Summary Ruling Bid to Dismiss Creditor Claims Nixed ------------------------------------------------------------------- Bankruptcy Judge David S. Kennedy denied William H. Thomas, Jr.'s combined motion for summary judgment and memorandum support as well as his supplement to combined motion for summary judgment. Mr. Thomas seeks summary judgments on his objections to the allowance of proofs of claim nos. 4 and 7 filed by Clear Channel and Tennison Brothers, respectively. Rule 56(a) of the Federal Rules of Civil Procedure, made applicable in bankruptcy by Federal Rule of Bankruptcy Procedure 7056, provides in pertinent part that, "[t]he court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Mr. Thomas' Combined Motion asks the Court to "dismiss Creditors' Proofs of Claim No. 4 and No. 7 with prejudice . . . ." In addition, in Mr. Thomas' Supplement to his Combined Motion, he once again alleges, among other things, that "the claims of Clear Channel and Tennison being predicated upon Thomas' violation of a state of Tennessee statute which has been declared unconstitutional in its entirety by U.S. District Court Judge Jon McCalla which renders both judgments invalid. "There is no valid reason or purpose to be served in these proceedings for this Court to relitigate or rehash the same issues and the prior findings of facts and conclusions of law in detail here. As a by-product, such litigation is unnecessarily costly to the parties, time consuming, and adds to the administrative expenses of this estate." In summary, it appears that Mr. Thomas is once again asking this Court to review the final judgments in favor of Clear Channel and Tennison Brothers, which were rendered by the Tennessee Chancery Court and later affirmed by the Tennessee Court of Appeals. Furthermore, Mr. Thomas' application for permission to appeal the Tennessee Court of Appeals' final judgment to the Tennessee Supreme Court was denied. It is emphasized that Mr. Thomas did not seek review before the United States Supreme Court regarding the State Court tort orders which also discussed and considered the constitutional matters raised by Mr. Thomas in the Federal District Court action. This Court has reiterated on several occasions that it is not a reviewing or relitigating court. This Court has found on numerous prior occasions that Clear Channel and Tennison Brothers indeed have valid, enforceable, and final State Court judgments against Mr. Thomas that are separately based in tort law.5 In doing so, this Court utilized, analyzed, and applied, among other things, the doctrine of collateral estoppel (issue preclusion), the doctrine of comity, and the full faith and credit clause under 28 U.S.C. section 1738. As also noted earlier, Mr. Thomas could have sought review of the Tennessee Court of Appeals' decision that the Tennessee Supreme Court declined to hear to the United States Supreme Court via a petition for a writ of certiorari, but failed to do so. This Court sees no reason to now deviate from its prior rulings and position at this time and instead will await the outcome of the aforementioned pending appeals. A copy of the Court's Memorandum and Order dated March 29, 2019 is available at: http://bankrupt.com/misc/tnwb16-27850-640.pdf About William H. Thomas, Jr. William H. Thomas, Jr., is a resident of Perdido Key, Florida. He is an attorney licensed to practice in the State of Tennessee and owns various real estate and business interests, including the ownership and operation of various advertising billboards and raw land. William H. Thomas, Jr., sought Chapter 11 protection (Bankr. D. Tenn. Case No. 16-27850-DSK) on June 2, 2016. Counsel for the Debtor is Michael P. Coury, Esq., at Glankler Brown PLC. WOW WEE: Has Until July 9 to Exclusively File Chapter 11 Plan ------------------------------------------------------------- Judge Jerry Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana extended the period during which Wow Wee, LLC has the exclusive right to file a Chapter 11 plan through July 9. About Wow Wee The business of Wow Wee, LLC, consists of the wholesale and retail sale of various "dipping sauces" that it produces at its facility in Cut Off, Louisiana. Wow Wee, LLC, filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code (Bankr. E.D. La. Case No. 18-12729) on Oct. 12, 2018, estimating under $1 million in assets and liabilities. Darryl T. Landwehr, Esq., at Landwehr Law Firm, is the Debtor's counsel. 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TGIEUR EU 3,330.5 (276.5) 421.7 TRULIEVE CANNABI TRUL CN 0.1 (0.2) (0.2) TRULIEVE CANNABI TCNNF US 0.1 (0.2) (0.2) TUPPERWARE BRAND TUP GR 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP US 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP1USD EU 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP QT 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP GZ 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP TH 1,308.8 (235.2) (138.5) TUPPERWARE BRAND TUP1EUR EU 1,308.8 (235.2) (138.5) UNISYS CORP UIS EU 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 TH 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 GR 2,457.6 (1,299.6) 378.1 UNISYS CORP UIS US 2,457.6 (1,299.6) 378.1 UNISYS CORP UIS1 SW 2,457.6 (1,299.6) 378.1 UNISYS CORP UISEUR EU 2,457.6 (1,299.6) 378.1 UNISYS CORP UISCHF EU 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 QT 2,457.6 (1,299.6) 378.1 UNISYS CORP USY1 GZ 2,457.6 (1,299.6) 378.1 UNITI GROUP INC CSALUSD EU 4,592.9 (1,406.7) - UNITI GROUP INC UNIT US 4,592.9 (1,406.7) - UNITI GROUP INC 8XC GR 4,592.9 (1,406.7) - UNITI GROUP INC 8XC TH 4,592.9 (1,406.7) - VALVOLINE INC VVV US 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 GR 1,832.0 (343.0) 288.0 VALVOLINE INC VVVEUR EU 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 TH 1,832.0 (343.0) 288.0 VALVOLINE INC 0V4 QT 1,832.0 (343.0) 288.0 VANTAGE DRILL-UT VTGGF US 1,129.6 (64.7) 263.9 VECTOR GROUP LTD VGR US 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGR GR 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGREUR EU 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGRUSD EU 1,549.5 (547.4) 387.3 VECTOR GROUP LTD VGR QT 1,549.5 (547.4) 387.3 VERISIGN INC VRS GR 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSN US 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS TH 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSN* MM 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSNUSD EU 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS QT 1,914.5 (1,385.5) 369.4 VERISIGN INC VRSNEUR EU 1,914.5 (1,385.5) 369.4 VERISIGN INC VRS GZ 1,914.5 (1,385.5) 369.4 W&T OFFSHORE INC WTI US 848.9 (324.8) 39.9 W&T OFFSHORE INC UWV GR 848.9 (324.8) 39.9 W&T OFFSHORE INC WTI1EUR EU 848.9 (324.8) 39.9 WAYFAIR INC- A W US 1,890.9 (330.7) 116.7 WAYFAIR INC- A 1WF GR 1,890.9 (330.7) 116.7 WAYFAIR INC- A WEUR EU 1,890.9 (330.7) 116.7 WAYFAIR INC- A 1WF QT 1,890.9 (330.7) 116.7 WEIGHT WATCHERS WW6 GR 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTW US 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTWUSD EU 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTW AV 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WTWEUR EU 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 QT 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 TH 1,414.5 (805.0) 25.1 WEIGHT WATCHERS WW6 GZ 1,414.5 (805.0) 25.1 WESTERN UNIO-BDR WUNI34 BZ 8,996.8 (309.8) (645.5) WESTERN UNION W3U TH 8,996.8 (309.8) (645.5) WESTERN UNION WU* MM 8,996.8 (309.8) (645.5) WESTERN UNION W3U GR 8,996.8 (309.8) (645.5) WESTERN UNION WU US 8,996.8 (309.8) (645.5) WESTERN UNION WUUSD EU 8,996.8 (309.8) (645.5) WESTERN UNION W3U QT 8,996.8 (309.8) (645.5) WESTERN UNION WUEUR EU 8,996.8 (309.8) (645.5) WESTERN UNION W3U GZ 8,996.8 (309.8) (645.5) WIDEOPENWEST INC WOW US 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WOW1EUR EU 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 QT 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 GR 2,419.6 (290.3) (111.7) WIDEOPENWEST INC WU5 TH 2,419.6 (290.3) (111.7) WINGSTOP INC WING1EUR EU 139.7 (224.8) 3.4 WINGSTOP INC WING US 139.7 (224.8) 3.4 WINGSTOP INC EWG GR 139.7 (224.8) 3.4 WINMARK CORP WINA US 46.7 (4.8) 11.8 WINMARK CORP GBZ GR 46.7 (4.8) 11.8 WINMARK CORP WINAUSD EU 46.7 (4.8) 11.8 WORKIVA INC WK US 231.1 (9.7) (14.4) WORKIVA INC 0WKA GR 231.1 (9.7) (14.4) WORKIVA INC WKEUR EU 231.1 (9.7) (14.4) WYNDHAM DESTINAT WD5 GR 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYND US 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WD5 TH 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYNUSD EU 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WD5 QT 7,158.0 (569.0) 283.0 WYNDHAM DESTINAT WYNEUR EU 7,158.0 (569.0) 283.0 YELLOW PAGES LTD Y CN 442.4 (119.2) 40.4 YRC WORLDWIDE IN YEL1 GR 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCWUSD EU 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 QT 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCWEUR EU 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YEL1 TH 1,617.1 (301.2) 168.5 YRC WORLDWIDE IN YRCW US 1,617.1 (301.2) 168.5 YUM! BRANDS INC TGR TH 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR GR 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM US 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM* MM 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMUSD SW 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMUSD EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMEUR EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR QT 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUMCHF EU 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC YUM SW 4,130.0 (7,926.0) (94.0) YUM! BRANDS INC TGR GZ 4,130.0 (7,926.0) (94.0) ********* 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., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. 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 ***