/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190419.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, April 19, 2019, Vol. 23, No. 108 Headlines 34 HOLDING: Seeks to Hire Amanda Medina as Attorney ACHAOGEN INC: April 23 Meeting Set to Form Creditors' Panel AFFINION GROUP: S&P Raises ICR to 'CCC+' After Distressed Exchange AMYRIS INC: Repays in Cash April 2019 Convertible Note Debt ANDREWS LOGGING: Court Official Unable to Appoint Committee BRISTOW GROUP: S&P Lowers ICR to 'D' on Missed Interest Payment CARETRUST REIT: S&P Alters Outlook to Positive on Equity Issuance CATALENT INC: S&P Affirms 'BB-' ICR on Paragon Acquisition CBAK ENERGY: Incurs $1.95 Million Net Loss in 2018 CELADON GROUP: Divests Logistics Business Division CHERRY BROS: May 6 Auction of Assets Set CLEMENT NWOSU: Patel Buying Macon Property for $850K COEUR MINING: S&P Cuts Issuer Credit Rating to 'B'; Outlook Stable COOL HOLDINGS: Widens Net Loss of $27.3 Million in 2018 CORNERSTONE VALVE: U.S. Trustee Unable to Appoint Committee CROSSROAD FAMILY: $3M Sale of Green Township Property to Eden OK'd CYXTERA DC: Moody's Cuts CFR to B2 & 1st Lien Loans to B1 DIAMOND RESORTS: S&P Cuts ICR to 'CCC+' on Anticipated Leverage DPW HOLDINGS: General Counsel Gets 4-Year Contract DPW HOLDINGS: Widens Net Loss of $33 Million in 2018 DUQUESNE, PA: S&P Cuts GO Bonds Rating to BB on Eroding Liquidity F+W MEDIA: Gets Approval to Hire FTI, Appoint CROs F+W MEDIA: Gets Court Approval to Employ OCPs F+W MEDIA: May 20 Auction of F+W Books Assets Set F+W MEDIA: May 30 Auction of Communities Business Assets Set F+W MEDIA: Taps Epiq Corporate as Administrative Advisor F+W MEDIA: Taps Greenhill & Co. as Investment Banker F+W MEDIA: Taps Stephens Scown as Special U.K. Counsel F+W MEDIA: Taps Young Conaway as Legal Counsel FIELDPOINT PETROLEUM: 2018 Losses Due Mainly to Asset Impairment FR FLOW CONTROL: S&P Assigns B Issuer Credit Rating; Outlook Neg. FYBOMAX INC: $113K Sale of Assets to Pasquarelli Approved GLOBAL HEALTHCARE: Incurs $2.02 Million Net Loss in 2018 GLOBAL HEALTHCARE: Signs Deal to Buy Nursing Facility for $1.3M GLOBALTRANZ ENTERPRISES: S&P Assigns 'B-' ICR; Outlook Stable GOGO INC: S&P Affirms CCC+ Issuer Credit Rating; Outlook Negative GREAT PLAINS: Fitch Withdraws 'CCC' IDR on Coverage Irrelevancy GROM SOCIAL: Incurs $4.87 Million Net Loss in 2018 HEXION HOLDINGS: Taps Omni Management as Claims Agent HUT AIRPORT: Trustees' May 14 Auction of All Assets Set JONES ENERGY: Moody's Cuts PDR to D-PD on Chapter 11 Filing JONES ENERGY: Taps Epiq Corporate as Claims Agent JUST ONE MORE: Gets Approval to Hire McHale, Appoint CRO JUST ONE MORE: Taps Berger Singerman as Legal Counsel KEY GOLF: U.S. Trustee Unable to Appoint Committee KONA GRILL: Incurs $32 Million Net Loss in 2018 LA PERRONA: Yamasa Buying De Anda's Glendale Property for $190K LEXMARK INTERNATIONAL: S&P Lowers Issuer Credit Rating to 'CCC' LOUISIANA CONTAINER: Taps Thomas R. Willson as Legal Counsel MDLK DEVELOPMENT: U.S. Trustee Unable to Appoint Committee MORGAN WOELK: Capitol District Buying Nashville Property for $1.3M NEW PITTS: May 15 Hearing on Plan Confirmation OKLAHOMA PROCURE: May 28 Plan Confirmation Hearing PH GLATFELTER: Moody's Cuts CFR to Ba2 & Rates Sr. Unsec. Debt Ba2 QF LIQUIDATION: June 19 Plan Confirmation Hearing REMARKABLE HEALTHCARE: Alleon Capital Serves as Secured Lender SAN JACINTO VENTURES: U.S. Trustee Unable to Appoint Committee SANCILIO PHARMACEUTICALS: Amends Release Provisions in Plan TENDERLEAF VILLAGE: U.S. Trustee Unable to Appoint Committee TRAILSIDE LODGING: Proposes to Sell Substantially All Assets TRANSACT HOLDINGS: S&P Assigns 'B-' ICR; Outlook Stable VANGUARD NATURAL: Taps Prime Clerk as Claims Agent WELDED CONSTRUCTION: Agent Buying Assets for $20 Million WESTERN HOST: Cranes Buying Old San Juan Commercial Bldg. for $1.5M ZINC-POLYMER PARENT: S&P Assigns 'B' ICR; Outlook Stable ********* 34 HOLDING: Seeks to Hire Amanda Medina as Attorney --------------------------------------------------- 34 Holding Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an attorney in connection with its Chapter 11 case. The Debtor proposes to employ Amanda Medina, Esq., an attorney based in Norfolk, Conn., to give legal advice concerning its powers and duties under the Bankruptcy Code; negotiate with its creditors in the preparation of a plan of reorganization; assist in connection with any potential financing; and provide other services related to its Chapter 11 case. The attorney will charge an hourly fee of $350. The rate for law clerks and paraprofessionals who will be assisting her is $150 per hour. Ms. Medina is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The attorney can be reached at: Amanda Medina, Esq. 524 Winchester Road Norfolk, CT 06058 Tel: (914)941-4485 Fax: (914)941-4513 Email: abogado1@aol.com About 34 Holding Corp. Based in White Plains, New York, 34 Holding Corp., a privately held company engaged in activities related to real estate, filed a voluntary Chapter 11 Petition (Bankr. S.D.N.Y. Case No. 18-23408) on Sept. 11, 2018, and is represented by Amanda Medina, Esq., at Norfolk, Connecticut. The case is assigned to Judge Robert D. Drain. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and liabilities. The petition was signed by Jeffrey I. Klein, president. The Debtor listed Adrian George as its sole unsecured creditor holding a claim of $317,829. ACHAOGEN INC: April 23 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- William T. Neary, United States Trustee, for Region 6, will hold an organizational meeting on April 23, 2019, at 10:00 a.m. in the bankruptcy case of Achaogen, Inc.. The meeting will be held at: Delaware State Bar Association 405 King Street, 2nd Floor Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Achaogen Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com-- is a biopharmaceutical company focused on the discovery, development, and commercialization of innovative antibacterial treatments against multi-drug resistant gram-negative infections. Achaogen, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 19-10844) on April 25, 2019. The petition was signed by Blake Wise, chief executive officer. The case has been assigned to Judge Brendan Linehan Shannon. As of Jan. 31, 2019, the Debtor had estimated assets of $91,607,000 and liabilities of $119,956,000. The Debtor tapped Hogan Lovells US LLP as its bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Meru LLC as financial advisor; Cassel Salpeter & Co., LLC as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing and solicitation agent. AFFINION GROUP: S&P Raises ICR to 'CCC+' After Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based loyalty and customer engagement solutions company Affinion Group Holdings Inc. to 'CCC+' from 'SD' (selective default). S&P then withdrew its issuer credit rating on Affinion, and its ratings on its term loan and revolver at issuer's request. The upgrade follows Affinion's completion of its debt restructuring, which S&P viewed as a distressed exchange. The company exchanged common equity for its $683 million of step-up notes and amended its $804 million (outstanding) first-lien credit facility. The amended credit agreement provides financial flexibility by extending the maturities of the company's revolving credit facility to 2023 and term loan B to 2024. Additionally, the company loosened its senior secured leverage covenant requirement, which is no longer required to be tested until Sept. 30, 2020. AMYRIS INC: Repays in Cash April 2019 Convertible Note Debt ----------------------------------------------------------- Amyris, Inc. has repaid in full the principal amount of its 9.5% convertible notes due April 2019. The notes were paid down with cash from a previously noted business transaction as well as the net proceeds of an equity investment from Foris Ventures, a board member-affiliated long-term investor in Amyris. "We are pleased to have completed this critical step in our efforts to reduce company debt and the complexity of our balance sheet," said John Melo, Amyris president and CEO. "We are committed to continuing to simplify our capital structure as we continue to lead our industry and grow our business." Mr. Melo added "We are pleased with the support of our long term investors in supporting our plans to pay off this debt. We believe this pathway toward retiring our April 2019 debt should mitigate some of the dilutive impact on equity..." About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. ANDREWS LOGGING: Court Official Unable to Appoint Committee ----------------------------------------------------------- The U.S. bankruptcy administrator on April 15 disclosed in a filing with the U.S. Bankruptcy Court for the Southern District of Alabama that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Andrews Logging, LLC. About Andrews Logging LLC Andrews Logging, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 19-10868) on March 15, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Jerry C. Oldshue. Galloway, Wettermark & Rutens, LLP is the Debtor's bankruptcy counsel. BRISTOW GROUP: S&P Lowers ICR to 'D' on Missed Interest Payment --------------------------------------------------------------- S&P Global Ratings downgraded Houston-based global helicopter service provider Bristow Group Inc. to 'D' from 'CCC-'. S&P's '5' recovery rating on the company's unsecured debt and its '1' recovery rating on the company's secured notes remain unchanged. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; rounded estimate: 20%). The '1' recovery rating indicates the rating agency's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default." The downgrade reflects Bristow's decision to exercise its 30-day grace period after electing not to make a $12.5 million interest payment on its 6.25% unsecured notes due 2022. The company also announced that it has entered into temporary waiver agreements with its lenders in order to avoid defaulting on its ABL and equipment loans because of the missed interest payment. "As we discussed in our prior research update, the company has been struggling with constrained liquidity, high leverage, and weak operating trends in addition to its unresolved financial reporting issues. We believe the company will likely reorganize under Chapter 11 rather than make the interest payment prior to the expiration of its grace period," S&P said. CARETRUST REIT: S&P Alters Outlook to Positive on Equity Issuance ----------------------------------------------------------------- S&P Global Ratings revised its outlook on the skilled nursing facilities (SNF)-focused CareTrust REIT Inc. to positive from stable and affirmed both the 'BB-' issuer credit rating and 'BB' issue-level rating on the company's senior unsecured notes. The recovery rating remains '2', indicating S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery prospects in the event of a payment default. The positive outlook revision reflects S&P's favorable view of CareTrust's recent equity issuance, with approximately $150 million in net proceeds, following the $211 million portfolio acquisition that closed on April 2, 2019. Given this recent equity issuance, the rating agency now expects leverage to remain lower than it previously forecast, with S&P-adjusted debt to EBITDA around 4x. The positive outlook on CareTrust reflects S&P's expectation for steady cash flow generation, supported by triple-net leased health care properties with strong rent coverage and lease tenors. S&P also expects the company to pursue acquisitions in a leverage-neutral manner to maintain conservative credit metrics, given the ongoing reimbursement challenges facing SNF operators. The rating agency projects the company will operate with S&P-adjusted debt to EBITDA around 4x over the next 12 months. "We could raise the rating if the company maintains debt to EBITDA in the low-4x area or below while continuing to increase its scale and diversify its tenant base. To receive strong consideration for an upgrade, the company must maintain solid operating performance such that it proactively manages its exposure to troubled operators and continues above-average tenant-level EBITDAR coverage," S&P said. "We would consider revising the outlook back to stable should trailing-12-months debt to EBITDA rise above 4.5x for a sustained period, perhaps from additional tenant stress within its small, concentrated portfolio or if the company pursues large, debt-financed acquisitions over the next few quarters," S&P said. CATALENT INC: S&P Affirms 'BB-' ICR on Paragon Acquisition ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' long-term issuer credit rating, its 'BB' senior secured issue-level rating, and its 'B+' senior unsecured rating on Somerset, N.J.-based contract pharmaceutical development and manufacturing organization (CDMO) Catalent Inc. The rating affirmation follows Catalent's announcement of its intention to acquire Baltimore, Md.-based gene therapy CDMO Paragon Bioservices Inc. for about $1.2 billion in cash. Catalent intends to fund the transaction with $650 million in additional secured term loans and $650 million of convertible preferred equity. The company intends to use the excess $100 million above the purchase price to fund additional capital spending at the target. "Our affirmation of Catalent's 'BB-' long-term issuer credit rating reflects our belief that the acquisition of Paragon for $1.2 billion is consistent with the company's financial policy and strategy. We believe the additional secured debt in the transaction is slightly negative to secured lenders, but generally in line with the current issue-level ratings," S&P said. The stable outlook on Catalent reflects S&P's expectation that adjusted leverage will decline over the next 12 months below 5x and generally remain in the 4x-5x range, occasionally rising above 5x for acquisitions. The rating agency expects low-single-digit organic revenue growth but acknowledge that recent acquisitions in the biologics and gene therapy spaces could lift organic revenue growth to the mid- to high-single digits in future years. CBAK ENERGY: Incurs $1.95 Million Net Loss in 2018 -------------------------------------------------- CBAK Energy Technology, Inc., has filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $1.95 million on $24.43 million of net revenue for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million on $58.37 million of net revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $127.6 million in total assets, $127.3 million in total liabilities, and $327,299 in total equity. As of Dec. 31, 2018, the Company had cash and cash equivalents of $0.4 million. Its total current assets were $56.4 million and its total current liabilities were $92.9 million, resulting in a net working capital deficiency of $36.6 million. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. Liquidity and Capital Resources CBAK Energy said "We had financed our liquidity requirements from a variety of sources, including short-term bank loans, other short-term loans and bills payable under bank credit agreements, advance from our related and unrelated parties, investors and issuance of capital stock. "We are currently expanding our product lines and manufacturing capacity in our Dalian plant, which require more funding to finance the expansion. We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. We plan to renew these loans upon maturity, if required, and plan to raise additional funds through bank borrowings and equity financing in the future to meet our daily cash demands, if required. However, there can be no assurance that we will be successful in obtaining this financing. If our existing cash and bank borrowing are insufficient to meet our requirements, we may seek to sell equity securities, debt securities or borrow from lending institutions. We can make no assurance that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of equity securities, including convertible debt securities, would dilute the interests of our current shareholders. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer. "In the meanwhile, due to the growing environmental pollution problem, the Chinese government is currently providing vigorous support to the new energy facilities and vehicle. It is expected that we will be able to secure more potential orders from the new energy market. We believe with that the booming future market demand in high power lithium ion products, we can continue as a going concern and return to profitability." The Company's report on Form 10-K is available from the SEC's website at https://is.gd/tNeJaf. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CELADON GROUP: Divests Logistics Business Division -------------------------------------------------- Celadon Group, Inc., has disposed of substantially all of the assets used in its Logistics business division in an all cash transaction. The Company continued its strategic plan to streamline operations, reduce total debt, and focus on its core trucking business by completing the sale of Logistics, with an effective financial transfer date of April 1, 2019. The purchaser was TA Services, Inc., a PS Logistics, LLC subsidiary. PS Logistics is a rapidly growing full-service provider of asset-based transportation, brokerage, 3PL, and supply chain services. The Logistics Division, which provides a full spectrum of freight brokerage, transportation management, and warehousing solutions, contributed approximately $139 million in revenue to the Company in the fiscal year ended June 30, 2018. The proceeds were used to pay transaction expenses, to reduce borrowings under the Company's revolving credit agreement, and to provide additional liquidity. The transaction will include an ongoing strategic relationship under which the Company will have access to the Logistics platform to continue to serve customers' needs on a revenue sharing basis as well as a commitment for the Company not to conduct independent brokerage operations. The transition of customer relationships, IT, and other activities will be ongoing. Jon Russell, the Company's president and chief operating officer and former president of Logistics, will remain a member of the Company's senior management team, while serving as a consultant to TA Services through the transition process. Post-transition, Mr. Russell is expected to become part of TA Services management team. Paul Svindland, the Company's chief executive officer, commented: "The sale of Logistics marks another important milestone in executing our strategic plan to simplify our business and reduce debt. Over the past several quarters, we have divested the former Quality business, the joint venture with Element, our flatbed business, our West Coast dedicated business, A&S/Buckler, and now Logistics. Giving effect to these dispositions, the go-forward Celadon has returned to its roots as an asset-based truckload carrier serving the North American market, with particular focus on the eastern half of the United States and cross border traffic with Mexico and Canada. On a pro forma basis, we remain one of the largest industry competitors, with key locations in approximately a dozen states and provinces and a consolidated annual revenue run rate of approximately $550 million. "From a leverage perspective, this transaction and our recent sale of our A&S Kinard and Buckler subsidiaries have reduced our outstanding borrowings and capital leases by approximately $185 million. We continue to work with existing and new financing sources toward both an extension of our current facility and a longer-term capital structure that will support our ongoing operational and financial improvement efforts." Mr. Svindland continued, "We expect that TA Services' significant existing footprint and resources, combined with Jon Russell's expertise, will provide an excellent platform for Logistics' continued growth and dedication to excellent customer service. We look forward to the ongoing strategic alignment between our companies and are confident in delivering continued value to our customers as well as an excellent new home for the Logistics employees." Credit Agreement Amendment On April 12, 2019, Celadon entered into a Sixteenth Amendment to Amended and Restated Credit Agreement by and among the Company, certain subsidiaries of the Company as guarantors, Bank of America, N.A., as lender and Administrative Agent, Wells Fargo Bank, N.A., and Citizens Bank, N.A., both as lenders, which amends the Company's existing Amended and Restated Credit Agreement dated Dec. 12, 2014, among the same parties. Among other changes, the Amendment (i) consented to the disposition of the Company's Logistics Business; (ii) consented to the Company's entry into a settlement agreement and the making of an initial payment required by such agreement; (iii) deferred to April 30, 2019 the previously scheduled reductions to the aggregate commitments by all lenders, maximum level of outstanding loans and letter of credit obligations, and loan sub-limit; (iv) provided that upon consummation of the disposition of the Logistics Business each of the Maximum Outstanding Amount and Maximum Borrowing Amount would be reduced by the greater of (A) $51.1 million and (B) the actual net cash proceeds received by the Company in the disposition, less $4,138,600; (v) provided that upon consummation of the disposition of the Logistics Business, the Aggregate Commitments would be reduced to an amount equal to the Maximum Outstanding Amount, plus $13.0 million; and (vi) amends financial covenant levels for the Lease-Adjusted Total Debt to EBITDAR Ratio for the April 30, 2019 testing period, Fixed Charge Coverage Ratio for the April 30, 2019 testing period, and Maximum Disbursements for the April 28, 2019 through May 24, 2019 testing period, primarily to permit potential delays in consummating the Logistics Business disposition and certain updates to the Company's budget. After giving effect to the Logistics Business disposition, the Aggregate Commitments were approximately $146.2 million, the Maximum Outstanding Amount was approximately $133.2 million, and the Maximum Borrowing Amount was approximately $98.2 million. Loaned Employee Agreement On April 15, 2019, in connection with the disposition of the Logistics Business, the Company entered into a Secondment (Loaned Employee) Agreement with the Buyer concerning the employment of Jon Russell. Under the Loaned Employee Agreement, the Company agreed to provide Mr. Russell's services to the Buyer as a seconded employee of the Company. The Loaned Employee Agreement provides that Mr. Russell will devote approximately 50% of his time to the Buyer and approximately 50% of his time to the Company and that the Buyer will reimburse the Company for approximately 50% of the cost of Mr. Russell's salary, benefits, and other employee costs, excluding incentive compensation. The Loaned Employee Agreement is scheduled to expire on April 15, 2020, but may be terminated earlier by the parties under certain circumstances. In connection with the Loaned Employee Agreement, Mr. Russell ceased to be the principal operating officer of the Company on April 15, 2019. Paul Svindland, the Company's chief executive officer, assumed the role of the Company's principal operating officer on that date. Mr. Svindland, 48, has served as the Company's chief executive officer and a member of its board of directors since July 2017. Mr. Svindland previously served as chairman and chief executive officer of Farren International Holdings, Inc., a private equity backed holding company for multiple trucking companies, and held such positions since its merger with EZE Trucking Holdings, Inc. in July 2016. Prior to the merger, Mr. Svindland had served as chief executive officer of EZE Trucking Holdings, Inc. since April 2014. About Celadon Celadon Group, Inc. -- http://www.celadongroup.com/-- provides long haul, regional, local, dedicated, intermodal, temperature-protect, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon Logistics Services, which provides freight brokerage services, freight management, as well as supply chain management solutions, including logistics, warehousing, and distribution. The Company is headquartered in Indianapolis, Indiana. In a press release dated April 2, 2018, Celadon stated that based on issues identified in connection with the Audit Committee investigation and management's review, financial statements for fiscal years ended June 30, 2014, 2015, 2016, and the quarters ended Sept. 30 and Dec. 31, 2016, will be restated. Celadon's new senior management team, led by the Company's new chief financial officer and new chief accounting officer, commenced a review of the Company's current and historical accounting policies and procedures. The internal investigation and management review have identified errors that will require adjustments to the previously issued 2014, 2015, 2016, and 2017 financial statements. The New York Stock Exchange notified the Securities and Exchange Commission on April 18, 2018 of its intention to remove the entire class of the common stock of Celadon Group, Inc. from listing and registration on the Exchange on April 30, 2018, 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 reached its decision to initiate delisting proceedings because the Company was delayed in re-filing with the Commission its withdrawn June 30, 2016 Form 10-K, and Form 10-Q filings for March 31, 2016, June 30, 2016 and September 30, 2016; and is also delayed in filing its Form 10-Q filings for March 31, 2017, June 30, 2017 and September 30, 2017. The Company informed the NYSE that it will not be able to complete the Late SEC Filings by May 2, 2018, the maximum allowable trading period under Section 802.01E of the NYSE's Listed Company Manual. The Exchange, on April 3, 2018, determined that the Common Stock of the Company should be suspended 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 letter on April 2, 2018. Pursuant to the authorization, a press release regarding the proposed delisting was issued and posted on the Exchange's website on April 3, 2018. Trading in the Common Stock was suspended prior to market open on April 3, 2018. 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. CHERRY BROS: May 6 Auction of Assets Set ---------------------------------------- Judge Ashely M. Chan of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized the bidding procedures of Cherry Bros., LLC and C. Bros. Holdings, LLC in connection with their sale of certain assets to CDFund, LLC for up to $3 million, subject to overbid. The purchase price is comprised of the following: a. $1 million upon closing, subject to adjustment based upon the value of certain inventory to be determined immediately prior to closing, which may be tendered in the form of (i) a credit bid of outstanding, funded obligations under the Debtors' DIP Facility and/or (ii) the assumption by the Stalking Horse of certain of the Debtors' accrued sales representative commissions; b. up to a total of $2 million, to be paid on each anniversary and ending on the third anniversary of the Closing Date, with the actual amount to be calculated as a royalty upon the gross value of any purchase order issued by a customer for goods and services provided by the Stalking Horse within specified time frames; plus c. the assumption of certain liabilities; and d. the payment of all amounts necessary to cure defaults under the Designated Contracts. The salient terms of the Bidding Procedures are: a. Bid Deadline: May 3, 2019 b. Deposit: 10% of consideration offered c. Auction: If one or more Qualified Bidders submit a bid, the Debtors will conduct an auction on May 6, 2019, or such later time or other place as the Debtors will notify all Qualified Bidders who have submitted Qualified Bids. d. Closing: May 16, 2019 e. The sale of the Acquired Assets or the Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Debtors, their agents, or estates, except to the extent otherwise set forth in the Stalking Horse Agreement or Proposed Agreement. f. A holder of a valid lien on any assets of the Debtors will be permitted to credit bid. j. The Debtors are asking stalking horse bid protections pursuant to the Motion. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Cherry_Bros_78_Sales.pdf About Cherry Bros. Cherry Bros., LLC, is a privately held miscellaneous durable goods merchant wholesaler. Cherry Bros. and its affiliate C. Bros. Holdings, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Penn, Lead Case No. 19-11644) on March 18, 2019. The petitions were signed by Larry Cherry, authorized representative. At the time of the filing, Cherry Bros. had estimated assets of $1 million to $10 million and estimated debts of $10 million to $50 million. C. Bros. Holdings had estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtors tapped Michael Jason Barrie, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, as their legal counsel. CLEMENT NWOSU: Patel Buying Macon Property for $850K ---------------------------------------------------- Clement C. Nwosu asks the U.S. Bankruptcy Court for the Middle District of Georgia to authorize the private sale of the real property described as 1681 Rocky Creek Road, Macon, Georgia, to Harsidaben B. Patel for $850,000. The Debtor owns the Property. He is advised that the market value of the Property is approximately $850,000. The Property is encumbered by a first priority lien in favor of Bank of the Ozarks in the amount of $725,951, per proof of claim no. 11. There is a pending objection to the allowance of this claim. Respondent Ozarks will be paid the amount determined owed at closing. It is further encumbered by a lien in favor of Middle Georgia Regional Commission f/k/a Middle Georgia Regional Development Center ("RDC") in the amount of $402,879, as evidenced by a certain fi fa recorded in Book 683, Page 48, Bibb County, Georgia, records. The lien was voided in the Debtor's confirmed plan. The lien of Respondent RDC is in bona fide dispute. The Bibb County Tax Commissioner claims a lien for ad valorem taxes owed believed to be approximately $50,000. The Commissioner will be paid in full at closing. The Georgia Department of Revenue may claim liens for taxes pursuant to fi fas recorded in Lien Book 1223, Page 371 ($10,539), and Lien Book 1228, Page 117 ($1,650), Bibb County, Georgia, records. Said liens are junior to all other liens and is in bona fide dispute. The sale is with commission of 5% to be collected at closing. The Debtor feels that the offer submitted by the Buyer is fair and reasonable under the circumstances and that a sale of the Property would be beneficial to all parties in interest. A copy of the Commercial Purchase and Sale Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Clement_Nwosu_339_Sales.pdf Clement C. Nwosu filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ga. Case No. 15-51092) on May 13, 2015. Attorney for the Debtor: BOYER TERRY LLC Wesley J. Boyer 348 Cotton Avenue, Suite 200 Macon, Georgia 31201 Tel: (478) 742-6481 E-mail: wes@boyerterry.com COEUR MINING: S&P Cuts Issuer Credit Rating to 'B'; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Chicago-based gold and silver producer Coeur Mining Inc. (Coeur) to 'B' from 'BB-'. S&P also lowered its issue-level ratings on Coeur's $250 million revolving credit facility due 2022 to 'BB-' from 'BB+', and on its $250 million senior unsecured notes due 2024 to 'B' from 'BB-'. The downgrade reflects S&P's view that adjusted debt leverage will remain higher than it had expected, with debt to EBITDA close to 4x in 2019 rather than in the 2x - 3x range. The rating also incorporates uncertainty about the outcome of the turnaround at Silvertip, where Coeur is working to stabilize and increase production; and at the company's Rochester mine, where implementation of HPGR (High Pressure Grinding Roll) technology could improve silver recoveries and strip ratios. The stable outlook reflects S&P's expectation that Coeur will sustain adjusted debt to EBITDA close to 4x over the next 12 months, which is similar to 2018 levels. The rating agency also expects that Coeur will generate breakeven cash flows, which coupled with its investment in growth related capital spending will limit its ability to reduce debt. "We could lower our rating on Coeur over the next 12 months if leverage deteriorates such that debt to EBITDA exceeds 5x and free cash flow remains negative. This would likely be due to a slower than expected turnaround at its Silvertip mine, lower production than we have forecast, or unforeseen operational challenges," S&P said. "We could raise the rating over the next 12 months if we believe Coeur will generate and sustain adjusted debt to EBITDA of less than 4x, and free operating cash flow to debt of more than 5%, particularly if EBITDA margins are above 25%. Under this scenario, Coeur would maintain less debt and lower cash costs than we expected, likely due to a faster turnaround at Silvertip, better working capital management, and higher than expected production," S&P said. COOL HOLDINGS: Widens Net Loss of $27.3 Million in 2018 ------------------------------------------------------- Cool Holdings, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $27.27 million on $24.17 million of net sales for the year ended Dec. 31, 2018, compared to a net loss of $7.54 million on $13.61 million of net sales for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $13.69 million in total assets, $16.44 million in total liabilities, and a total stockholders' deficit of $2.75 million. Net cash used by continuing operating activities for the year ended Dec. 31, 2018 amounted to $9.6 million compared to $4.2 million for the year ended Dec. 31, 2017. The $5.4 million increase in cash used was due to an increase of $4.0 million in the net loss after adjustment for non-cash items, and a $1.4 million increase in the working capital change required to support the new OneClick retail stores acquired. Net cash used in investing activities during the year ended Dec. 31, 2018 amounted to $912,000. During 2018, the Company completed a number of business combinations. The Cooltech Merger was completed on March 12, 2018, which resulted in $1.3 million of cash acquired. The acquisition of Cooltech Canada in June 2018 resulted in $21,000 of cash acquired. In August 2018, the Company used $1.4 million for the acquisition of the Unitron assets. Purchases of property and equipment in 2018 amounted to $620,000, and net purchases of investment securities amounted to $145,000. During the year ended Dec. 31, 2018, net cash provided by financing activities amounted to $11.1 million. Borrowings from notes payable amounted to $7.5 million, and payments of notes payable amounted to $1.8 million. The Company had two transactions in which it sold stock and warrants. The first transaction was a $1.75 million sale of stock and warrants in connection with the Cooltech Merger, and the second was a sale of stock and warrants pursuant to its S-3 shelf registration statement. Together these transactions resulted in net proceees of $5.3 million. Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's significant operating losses 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/UMyY32. About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com/-- is a Miami-based company focused on premium retail brands. Currently, the Company's business is comprised of OneClick, a chain of 16 retail consumer electronics stores authorized under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs, and Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. During 2018, the Company discontinued its verykool brand of Android-based wireless handsets, tablets and related products the Company sold to carriers, distributors and retailers in Latin America. The Company incorporated under the laws of the State of California on Feb. 7, 1994, under the name InfoSonics Corporation. On Sept. 11, 2003, the Company reincorporated under the same name under the laws of and into the State of Maryland. On June 8, 2018, the Company changed its name to Cool Holdings, Inc. CORNERSTONE VALVE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on April 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Cornerstone Valve LLC and Well Head Component, Inc. About Cornerstone Valve and Well Head Component Cornerstone Valve LLC -- http://www.cornerstonevalue.com/-- is a manufacturer of fabricated metal products. Well Head Component, Inc., which conducts business under the name Avsco, provides supply chain and project management services. It offers engineering, designing, and manufacturing services, as well as modification and logistics services. Well Head is an international OEM representative and distributor of industrial products for the most requested brands used by energy markets. Headquartered in Houston, Texas, Well Head has an in-country presence in Nigeria, Libya, UAE and most recently in Brazil and Italy. Cornerstone Valve and Well Head sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case Nos. 19-30869 and 19-30870) on February 15, 2019. At the time of the filing, Cornerstone Valve had estimated assets and liabilities of between $1 million and $10 million. Well Head had estimated assets of between $1 million and $10 million and liabilities of less than $1 million. The cases have been assigned to Judge Marvin Isgur. Sartaj Bal, PC is the Debtors' bankruptcy counsel. CROSSROAD FAMILY: $3M Sale of Green Township Property to Eden OK'd ------------------------------------------------------------------ Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized the private sale by West 70 Corp. and Stephenson Family Farms, Inc., formerly known as Stephenson Family Limited Partnership, and Crossroads Family Farms Facilities, LLC, of approximately 435 acres of row-crop farm and appurtenant land in Green Township, Hancock County, Indiana, to Eden 9, LLC for $3,041,479. The sale is free and clear of all liens, claims, interests, and encumbrances. The Debtors are authorized to assume and assign the Cell Tower Lease to the Purchaser for $3,041,479 pursuant to the terms of the Purchase Agreement, as amended. All terms of the Sale Agreement are approved. Upon the closing of the sale of the Real Estate, the net sale proceeds will be disbursed via wire to FFB in respect of its mortgage interest. FFB's lien will attach to the net sale proceeds. The provisions of the Order will become effective immediately. The stay otherwise provided by Bankruptcy Rule 6004(h) is waived. There is no stay to postpone the effectiveness of the order or to postpone closing of the sale. The Order is a final order and is effective to allow immediate sale of the Real Estate as provided therein. About Crossroad Family Farms Crossroad Family Farms, GP -- http://www.crossroadsff.com/-- is a privately held company in the crops farming business. Crossroad Family Farms filed its petition for relief under Title 11, Chapter 11 of the United States Code on Aug. 23, 2018. In the petition signed by Bradley Stephenson, authorized signatory, the Debtor disclosed $1,888,697 in total assets and $7,506,694 in total liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq. at Hester Baker Krebs LLC, represents the Debtor. CYXTERA DC: Moody's Cuts CFR to B2 & 1st Lien Loans to B1 --------------------------------------------------------- Moody's Investors Service downgraded Cyxtera DC Holdings, Inc.'s corporate family rating to B2 from B1 and its probability of default rating to B2-PD from B1-PD. The senior secured first lien credit facility, consisting of a $803 million term loan and a $150 million revolver, was downgraded to B1 from Ba3 and the senior secured second lien term loan was downgraded to Caa1 from B3. These downgrades are the result of difficulties associated with Cyxtera's May 2017 carveout of data center assets from CenturyLink, Inc. (CenturyLink, Ba3 Negative) which have delayed formerly expected deleveraging trends. Efforts to successfully establish standalone operating systems and processes and rebuild the company's sales force were compounded by a delayed deal closing, as well as distractions caused by CenturyLink's merger with Level 3 Communications, Inc. The result has been weaker than expected revenue, margin and bookings trends and delayed cost reduction efficiencies that have extended Moody's expectations for leverage (Moody's adjusted) declining to 5.5x, a level sufficient to support its previous B1 CFR, into year-end 2021 from the previous expectation of year-end 2019. The outlook is stable. Downgrades: Issuer: Cyxtera DC Holdings, Inc. Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured 1st lien Term Loan, Downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Secured 1st lien Revolving Credit Facility, Downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Secured 2nd lien Term Loan, Downgraded to Caa1 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Cyxtera DC Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Cyxtera is weakly positioned for its B2 CFR despite its standing as the second largest global independent data center operator offering retail colocation and interconnection services. The rating also incorporates the company's stable base of contracted recurring revenue, strong network footprint and the favorable near-term growth trends for data center services globally. These positive factors are offset by currently high leverage, weaker than expected revenue and EBITDA growth, execution difficulties as a standalone entity which may now be abating, significant industry risks, intensifying competition and the likely intermediate term need for higher capital intensity to drive stronger top line growth. Despite relatively low capacity utilization across most of its facilities, increasing capital investments to alleviate market-specific capacity constraints are necessary to better monetize growth opportunities. Moody's expects Cyxtera will generate negative free cash flow after discretionary growth capital spending over the next two years before achieving moderately positive free cash flow in second half 2021. The stable outlook reflects Moody's view that Cyxtera will slowly realize increasing benefits from operating as a standalone entity with a newly rebuilt and unified sales force, and that bookings and revenue growth will steadily improve over the next two years and be sufficient in magnitude to place the company back on track to debt/EBITDA (Moody's adjusted) of less than 6x by year-end 2021. Moody's could upgrade Cyxtera's ratings if debt/EBITDA approaches 5.0x and free cash flow/debt was positive, both on a sustained basis. Moody's could downgrade Cyxtera's ratings if liquidity deteriorates, or sales force efforts fail to sustainably improve bookings and revenue growth, or if debt/EBITDA does not decline to below 6x by year-end 2021. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. Cyxtera is the spinoff of CenturyLink's data centers and colocation business. Cyxtera consists of over 50 data centers across 3 continents and serves over 2,200 colocation customers diversified across industries. DIAMOND RESORTS: S&P Cuts ICR to 'CCC+' on Anticipated Leverage --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Diamond Resorts International Inc. to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's senior secured credit facility to 'B-' from 'B' and its issue-level rating on the company's senior unsecured notes to 'CCC-' from 'CCC'. S&P downgraded Diamond after lowering its EBITDA forecast for 2019 and 2020. The lower rating reflects S&P's expectation that the company's adjusted EBITDA interest coverage will be about 1.25x in 2019, which is below the rating agency's 1.5x downgrade threshold at the previous 'B-' rating. Despite S&P's current base-case forecast, which assumes growth in the company's vacation ownership interest (VOI) sales in 2019, the rating agency expects credit measures to remain pressured due to elevated expenses. The negative outlook on Diamond reflects S&P's expectation for minimal cash flow generation and very high leverage in 2019. The outlook also incorporates S&P's belief that the company is vulnerable to possible future operating missteps or an unexpected downturn in the economy over the next two years, which may render its capital structure unsustainable despite the rating agency's assessment of adequate liquidity. "We could lower our rating on Diamond if we believe its operating performance will be impaired such that its liquidity becomes pressured, reducing the company's ability to service its debt," S&P said. This would likely occur if Diamond is unable to increase its VOI sales, stabilize and reduce its provision for uncollectible vacation interest sales and other costs, and stabilize defaults and EBITDA from maintenance fees, according to the rating agency. "Although we believe Diamond currently has an adequate cushion under its covenant thresholds, we could also lower our rating if we believe the company will violate any of its covenants. Additionally, we could lower the rating if the company pursues a debt repurchase that we assess to be a distressed exchange," S&P said. "We could revise our outlook on Diamond to stable or raise our rating if we believe that its EBITDA and cash flows will improve in a sustained manner that gives us confidence the company will be able to maintain adjusted EBITDA interest coverage of more than 1.5x. This would likely be due to revenue growth and cost reductions," S&P said. DPW HOLDINGS: General Counsel Gets 4-Year Contract -------------------------------------------------- DPW Holdings, Inc., has entered into a four-year employment agreement with Henry Nisser to serve as general counsel and executive vice president of the Company and its subsidiaries. The effective date of the Agreement is May 1, 2019. Since Oct. 31, 2011, Mr. Nisser has been an associate and subsequently a partner with Sichenzia Ross Ference LLP, a law firm based in New York City. While with SRF, his practice was concentrated in national and international corporate law, with a particular focus on U.S. securities compliance, public as well as private M&A, equity and debt financings and corporate governance. Mr. Nisser has drafted and negotiated a variety of agreements related to reorganizations, share and asset purchases, indentures, public and private offerings, tender offers and going private transactions. Mr. Nisser has also represented clients' special committees established to evaluate M&A transactions and advised such committees' members with respect to their fiduciary duties. Mr. Nisser is fluent in French and Swedish as well as conversant in Italian. Mr. Nisser received his B.A. from Connecticut College in 1992, where he majored in International Relations and Economics. He received his LLB from the University of Buckingham School of Law in 1999. There were no arrangements or understandings between the Company or any other person and Mr. Nisser pursuant to his appointment. There are no family relationships between Mr. Nisser and any other director or executive officer. The Agreement Pursuant to the Agreement, Mr. Nisser will be paid a base salary of $200,000 per annum. Upon the effective date of the Agreement, Mr. Nisser is entitled to a signing bonus in the amount of $50,000, with $25,000 being payable upon the effective date and $25,000 being payable no later than Sept. 1, 2019. In addition, Mr. Nisser will be eligible to receive an annual cash bonus equal to a percentage of his annual base salary based on achievement of applicable performance goals determined by the Company's compensation committee, which bonus shall not exceed 300% of the Base Salary. Further, Mr. Nisser is entitled to receive equity participation as follows: (A) a grant of restricted stock in the aggregate amount of 250,000 shares of common stock, which shares will vest ratably over 48 months beginning with the first month after the effective date, and (B) an option to purchase 200,000 shares of common stock at a per share exercise price equal to the closing market price on the effective date, which option shall have a term of seven years. Mr. Nisser's bonuses, if any, and all stock based compensation will be subject to "Company Clawback Rights" if during the period that Mr. Nisser is employed by the Company and upon the termination of Mr. Nisser's employment and for a period of two years thereafter, if there is a restatement of any of the Company's financial results from which any bonuses and stock based compensation to Mr. Nisser shall have been determined. Upon termination of Mr. Nisser's employment (other than upon the expiration of the employment), Mr. Nisser will be entitled to receive: (A) any earned but unpaid base salary through the termination date; (B) all reasonable expenses paid or incurred; and (C) any accrued but unused vacation time. Further, unless Mr. Nisser's employment is terminated as a result of his death or disability or for cause or he terminates his employment without good reason, then upon the termination or non-renewal of Mr. Nisser's employment, the Company shall pay to Mr. Nisser a "Separation Payment" as follows: (a) an amount equal to four weeks of base salary for each full year of service, (b) commencing on the date that shall be one (1) year from the effective date, should Mr. Nisser provide the Company with a separation, waiver and release agreement within 30 days of termination, then the Company shall pay to Mr. Nisser the Base Salary (in effect immediately prior to the termination date) an amount equal to the lesser of what Mr. Nisser would have received if the employment period ended after (1) the expiration of the remaining portion of the initial term or the then applicable renewal term, as the case may be, or (2) the 18-month period commencing on the date Executive is terminated, payable in one lump sum; (ii) provide during the separation period the same medical, dental, long-term disability and life insurance; and (iii) pay an amount equal to the product obtained by multiplying (x) the maximum annual bonus as Mr. Nisser would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12; and (iv) all outstanding options and other equity awards shall immediately vest and become fully exercisable for a period of 24 months. Finally, upon the occurrence of a change in control, Mr. Nisser will be paid an amount equal to four times his Separation Payment. 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 $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of Dec. 31, 2018, the Company had $49.42 million in total assets, $31.36 million in total liabilities, and $18.06 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, 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. DPW HOLDINGS: Widens Net Loss of $33 Million in 2018 ---------------------------------------------------- DPW Holdings, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $32.98 million on $27.15 million of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $10.89 million on $10.17 million of total revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $49.42 million in total assets, $31.36 million in total liabilities, and $18.06 million in total stockholders' equity. As of Dec. 31, 2018, the Company had cash and cash equivalents of $902,329, an accumulated deficit of $55,721,115 and a negative working capital of $18,445,302. In the past, the Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. During 2018, the Company continued to successfully obtain additional equity and debt financing and in restructuring existing debt. The Company expects to continue to incur losses for the foreseeable future and needs to raise additional capital to continue its business development initiatives and to support its working capital requirements. In March 2017, the Company was awarded a 3-year, $50 million purchase order by MTIX Ltd. to manufacture, install and service the Multiplex Laser Surface Enhancement plasma-laser system. Currently, the Company has subcontracted out a significant amount of these services to third parties. Management believes that the MLSE purchase order will be a source of revenue and generate significant cash flows for the Company. Additionally, on April 2, 2019, the Company received gross proceeds of approximately $7 million in a public offering of its securities. Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. Marcum LLP, in New York, NY, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, 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. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/CExYzq. 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. DUQUESNE, PA: S&P Cuts GO Bonds Rating to BB on Eroding Liquidity ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating two notches to 'BB' from 'BBB-' on the City of Duquesne, Pa.'s series 2015 general obligation (GO) bonds, secured by the city's full faith, credit, and taxing powers. At the same time, S&P removed the bonds from CreditWatch, where they had been placed with negative implications Jan. 17, 2019, based on receipt of the expected 2017 audit and an updated Act 47 recovery and exit plan. The outlook is negative, reflecting the rating agency's uncertainty of the city's financial direction. "We base the downgrade and negative outlook on Duquesne's eroding liquidity position," said S&P Global Ratings credit analyst Anna Uboytseva. At year-end 2017 (the most recently available audited year), the city had only $242,000 in available cash; its water fund had $29,000, a mere 13 days of the fund's operating expenditures. Nominally weak liquidity leaves very little room for error in the budget should revenues, expenditures, or transfer assumptions fall short of projections, or should the utility require capital to perform emergency upgrades on its ageing system. "The downgrade is also a result of the city's weakened financial management conditions, which we understand may or may not improve because 2018 was a transition year for a new administration," Ms. Uboytseva said. Duquesne's management upgraded its accounting software in 2018 but the implementation did not go smoothly. For various reasons, the general ledger bookkeeping function that tracks and reports city finances was not maintained. City management is planning to rectify this problem as soon as possible. Duquesne will use grant funding to pay an accounting firm to reproduce general ledger transactions for 2018. The city will also hire a full-time employee to assure bookkeeping records are produced on an ongoing basis. Officials also plan to strengthen financial practices and policies. The city's current financial situation and governance framework exposes Duquesne to adverse conditions, which could lead to inadequate capacity to meet its financial commitment on the debt obligations, although S&P recognizes that many of the city's current financial problems are solvable. The 'BB' rating reflects the following credit characteristics: -- Very weak economy; -- Weak management; -- Weak budgetary performance; -- Very weak budgetary flexibility; -- Very weak liquidity; -- Weak debt and contingent liability profile; and -- Strong institutional framework score. The negative outlook reflects S&P's uncertainty about the city's current financial direction. Through 2017, the city's financial position gradually weakened although management has indicated the situation is turning around. The rating agency said it can neither ascertain the stabilization or improvements nor assess the degree of further financial deterioration because it does not have reliable 2018 financial reports. S&P said the rating could be lowered by one or more notches if the 2018 financial report or audit show significant deterioration. "Should the 2018 audit or reliable unaudited financial reports and updated 2019 budget show a normalization of the financial course, we could revise the outlook stable. Overall, the rating upside remains limited," S&P said. F+W MEDIA: Gets Approval to Hire FTI, Appoint CROs -------------------------------------------------- F+W Media, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire FTI Consulting, Inc. and appoint chief restructuring officers. Michael Healy and Robert Del Genio, both senior managing directors for FTI's corporate finance and restructuring, will serve as CROs in the Chapter 11 cases of F+W Media and its affiliates. They will be assisted by staff from FTI or from any of the firm's subsidiaries. The services to be provided by FTI include assisting the Debtors with its marketing efforts to consummate one or multiple transactions such as a possible merger, joint venture, recapitalization or sale. FTI's hourly rates are: Senior Managing Directors $1,025 - $1,195 Senior Advisors $1,025 - $1,195 Directors $630 - $880 Senior Directors $630 - $880 Managing Directors $630 - $880 Consultants/Senior Consultants $335 - $605 Administrative/Paraprofessionals $135 - $265 FTI will also be entitled to additional fees related to the sale of the Debtors' assets except the books division: (a) 10 percent of the total value for the first $1 million; (b) 8 percent of the total value for the next $1 million; (c) 6 percent of the total value for the next $1 million; (d) 4 percent of the total value for the next $1 million; and; (e) 3 percent of the total value over $4 million if two or more transactions close or 2.5 percent if one transaction closes. FTI will also receive a monthly fee payable as follows for the preparation for and execution of transactions by the firm's investment banking team: (i) Month 1: $0; (ii) Month 2 and each successive month thereafter: the lesser of the hourly fees accrued during such month by the investment banking team and $150,000. Mr. Healy disclosed in court filings that his firm does not have any interest materially adverse to the interests of the Debtors' estates, creditors or equity security holders. FTI can be reached through: Michael Healy FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY 10036 Tel: +1 212 813 9435 / +1 212 247 1010 Fax: +1 212 841 9350 Email: michael.healy@fticonsulting.com About F+W Media Inc. F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. F+W MEDIA: Gets Court Approval to Employ OCPs --------------------------------------------- F+W Media, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire professionals used in the ordinary course of business. The order authorized the company and its affiliates to hire these OCPs without having to file separate employments: Professionals Services Provided ------------- ----------------- Graydon Head & Ritchey LLP General legal services 2400 Chamber Center Drive, Suite 300 Ft. Mitchell, KY 41017 Grant Thornton LLP Tax accountant services P.O. Box 51552 Los Angeles, CA 90051 Wood Herron & Evans LLP Legal copyright and patent 2700 Carew Tower services 441 Vine Street Cincinnati, OH 45202-2917 The Debtors were also authorized to pay the OCPs, without application to the court, 100% of their post-petition fees and expense. About F+W Media Inc. F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. F+W MEDIA: May 20 Auction of F+W Books Assets Set ------------------------------------------------- Judge Kevin Gross of the U.S Bankruptcy Court for the District of Delaware authorized the bidding procedures of F+W Media, Inc. and its affiliates in connection with the sale of substantially all of the assets related to their going-concern business of F+W Books at auction. The Debtors are authorized to proceed with the Sale in accordance with the Bidding Procedures, and are authorized to take any and all actions reasonably necessary or appropriate to implement the Bidding Procedures in accordance with the following timeline: a. Deadline for the Debtors to serve the Sale Notice - Three business days after entry of the Bidding Procedures b. Sale Objection Deadline - 4:00 p.m. (ET) on May 15, 2019 c. Assumption and Assignment Objection Deadline (Deadline to object to proposed assumption of the applicable Assigned Contract and proposed Cure Costs) - 14 days from the Assumption and Assignment Service Date d. Bid Deadline - 5:00 p.m. (ET) on May 16, 2019 e. Auction - 10:00 a.m. (ET) on May 20, 2019, if needed, at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, Delaware 19801 (or such other place and time as the Debtors timely communicate to all entities entitled to attend the Auction) f. Auction Objection Deadline - 10:00 a.m. (ET) on May 21, 2019 g. Sale Hearing - 1:00 p.m. (ET) on May 22, 2019 h. Sale Objection Deadline: 4:00 p.m. (ET) on May 15, 2019 i. Any creditor with a valid and perfected lien on any of the Acquired Assets will have the right to credit bid all or any portion of such Secured Creditor's allowed secured claims. The Sale Notice is approved. Three business days after entry of the Bidding Procedures Order, the Debtors will cause the Sale Notice to the Notice Parties and all known creditors of the Debtors. No later than noon the next business day after the conclusion of the Auction, the Debtors will file on the docket and post on the Case Website, but not serve, a notice identifying the Successful Bidder. As soon as practicable following entry of the Bidding Procedures Order, the Debtors will file with the Court, and post on the Case Website, the Notice of Assumption and Assignment and, included therewith, the Assigned Contracts List. They will serve the Notice of Assumption and Assignment, and the Assigned Contracts List on each Assigned Contract Counterparty. The Debtors will serve on all parties that have requested notice pursuant to Bankruptcy Rule 2002, the Notice of Assumption and Assignment without the Assigned Contracts List. The Assumption and Assignment Objection Deadline is 14 days following the Assumption and Assignment Service Date. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the Court, for good cause shown, orders that the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/F+W_Media_Inc_156_Order.pdf About F+W Media F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. F+W MEDIA: May 30 Auction of Communities Business Assets Set ------------------------------------------------------------ Judge Kevin Gross of the U.S Bankruptcy Court for the District of Delaware authorized the bidding procedures of F+W Media, Inc. and its affiliates in connection with the sale of substantially all of the assets related to their going-concern business of Communities at auction. The Debtors are authorized to proceed with the Sale in accordance with the Bidding Procedures, and are authorized to take any and all actions reasonably necessary or appropriate to implement the Bidding Procedures in accordance with the following timeline: a. Deadline for the Debtors to serve the Sale Notice - Three business days after entry of the Bidding Procedures b. Sale Objection Deadline - 4:00 p.m. (ET) on May 28, 2019 c. Assumption and Assignment Objection Deadline (Deadline to object to proposed assumption of the applicable Assigned Contract and proposed Cure Costs) - 14 days from the Assumption and Assignment Service Date d. Bid Deadline - 5:00 p.m. (ET) on May 28, 2019 e. Auction - 10:00 a.m. (ET) on May 30, 2019, if needed, at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 N. King Street, Wilmington, Delaware 19801 (or such other place and time as the Debtors timely communicate to all entities entitled to attend the Auction) f. Auction Objection Deadline - 10:00 a.m. (ET) on June 3, 2019 g. Sale Hearing - 1:00 p.m. (ET) on June 4, 2019 h. Sale Objection Deadline: 4:00 p.m. (ET) on May 28, 2019 i. Any creditor with a valid and perfected lien on any of the Acquired Assets will have the right to credit bid all or any portion of such Secured Creditor's allowed secured claims. The Sale Notice is approved. Three business days after entry of the Bidding Procedures Order, the Debtors will cause the Sale Notice to the Notice Parties and all known creditors of the Debtors. No later than noon the next business day after the conclusion of the Auction, the Debtors will file on the docket and post on the Case Website, but not serve, a notice identifying the Successful Bidder. As soon as practicable following entry of the Bidding Procedures Order, the Debtors will file with the Court, and post on the Case Website, the Notice of Assumption and Assignment and, included therewith, the Assigned Contracts List. They will serve the Notice of Assumption and Assignment, and the Assigned Contracts List on each Assigned Contract Counterparty. The Debtors will serve on all parties that have requested notice pursuant to Bankruptcy Rule 2002, the Notice of Assumption and Assignment without the Assigned Contracts List. The Assumption and Assignment Objection Deadline is 14 days following the Assumption and Assignment Service Date. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, or otherwise, the Court, for good cause shown, orders that the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/F+W_Media_Inc_157_Order.pdf About F+W Media F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. F+W MEDIA: Taps Epiq Corporate as Administrative Advisor -------------------------------------------------------- F+W Media, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as its administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting and tabulation of votes in case the company and its affiliates file a Chapter 11 plan; preparation of reports in support of confirmation of the plan; and managing and coordinating distributions under the plan. Epiq will charge these hourly fees for claim administration services: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Brian Karpuk, director of Epiq's Consulting Services, disclosed in court filings that the firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Brian Karpuk Epiq Bankruptcy Solutions, LLC 777 Third Avenue, Third Floor New York, NY 10017 Phone: (646) 282-2523 About F+W Media Inc. F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. F+W MEDIA: Taps Greenhill & Co. as Investment Banker ---------------------------------------------------- F+W Media, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Greenhill & Co., LLC as its investment banker. The firm will provide services in connection with the sale of its book publishing division, F+W Books. The Debtor hopes to consummate the sale by the end of May. Greenhill will be paid a transaction fee in an amount to be determined through these formulas: Transaction Value Transaction Fee ----------------- --------------- $10,000,000 or lower $750,000 $10,000,001 – $15,000,000 $750,000, plus 2.5% of the amount of the transaction value greater than $10,000,000 $15,000,001 – $20,000,000 $875,000, plus 4.5% of the amount of the transaction value greater than $15,000,000 Greater than $20,000,000 $1,100,000, plus 7.5% of the amount of the transaction value greater than $20,000,000 Gregory Miller, managing director of Greenhill, 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: Gregory R. Miller Greenhill & Co., LLC 300 Park Avenue New York, NY 10022 Tel: +1 212 389 1500 Fax: +1 212 389 1700 Email: rfg@greenhill.com About F+W Media Inc. F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. F+W MEDIA: Taps Stephens Scown as Special U.K. Counsel ------------------------------------------------------ F+W Media, Inc., received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Stephens Scown LLP as its special counsel. The firm will assist the company and its affiliates with their affairs in the United Kingdom, which are primarily run through F & W Media International Limited. Specifically, Stephens Scown will advise the Debtors in connection with certain issues of U.K. law. The attorneys expected to have primary responsibility for providing services to the Debtors and their hourly rates are: Andrew Knox GBP280 (plus VAT at 20%) per hour Sean Jenner GBP200 (plus VAT at 20%) per hour Andrew Knox, a partner at Stephens Scown, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Knox disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no Stephens Scown professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The attorney also disclosed that Stephens Scown was retained by the Debtors pursuant to an engagement agreement dated Feb. 25, 2019, and that the billing rates and material terms of the pre-bankruptcy employment are the same as the firm's current rates and employment terms. Stephens Scown can be reached through: Andrew Knox Stephens Scown LLP Curzon House, Southernhay West, Exeter, Devon EX1 1RS Tel: 01392 210700 Fax: 01392 274010 Email: enquiries@stephens-scown.co.uk About F+W Media Inc. F+W Media, Inc., and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. F+W MEDIA: Taps Young Conaway as Legal Counsel ---------------------------------------------- F+W Media, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as its legal counsel. The firm will advise the company and its affiliates regarding their powers and duties under the Bankruptcy Code and will provide other legal services in connection with their Chapter 11 cases. The principal attorneys and paralegal designated to represent the Debtors and their standard hourly rates are: Kenneth Enos Attorney $645 Elizabeth Justison Attorney $485 Allison Mielke Attorney $415 Jared Kochenash Attorney $325 Beth Olivere Paralegal $285 The firm received a retainer in the amount of $100,000. Young Conaway is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Young Conaway disclosed that it has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Young Conaway also disclosed that it was retained by the Debtors pursuant to an engagement agreement dated Jan. 22, 2019, and that the billing rates and material terms of the pre-bankruptcy employment are the same as the firm's current rates and employment terms. The firm can be reached through: Pauline K. Morgan, Esq. Kenneth J. Enos, Esq. Elizabeth S. Justison, Esq. Allison S. Mielke, Esq. Jared W. Kochenash, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: pmorgan@ycst.com kenos@ycst.com ejustison@ycst.com amielke@ycst.com jkochenash@ycst.com About F+W Media Inc. F+W Media, Inc. and its affiliates distribute content targeted at hobbyist niche audiences, including communities of individuals who are enthusiastic about their hobbies such as arts and crafts, outdoor interests, collectibles, writing and design, and lifestyle. F+W Media runs two business lines which it primarily operates through F+W Media - the Communities business line and the F+W Books business line. Each of F+W Media's subsidiaries was formed to handle distinct aspects of these businesses. F+W Media and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10479) on March 10, 2019. At the time of the filing, the Debtors estimated of $50 million to $100 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill Co. as investment banker; FTI Consulting as financial advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 21, 2019. The committee tapped Morris James LLP and Arent Fox LLP as its legal counsel. FIELDPOINT PETROLEUM: 2018 Losses Due Mainly to Asset Impairment ---------------------------------------------------------------- FieldPoint Petroleum Corporation issued a press release on April 15, 2019 announcing financial results for the fiscal year ended Dec. 31, 2018. Phillip Roberson, president and CFO, said, "The decrease in year over year revenue was due mainly to the sale of the Apache Bromide field in late 2017. The increase in loss year over year was attributable to an asset impairment of approximately $2.6 million in 2018 and $0 in 2017, and a gain on the sale of assets of just $345,000 in 2018 and $3.8 million in 2017." 2018 Financial Highlights Compared to 2017 * Revenues decreased to $2,169,859 from $3,036,132; * Net Income (Loss) decreased to $(3,252,258) from $2,666,253 and * Income (Loss) per share decreased, basic to $(0.30) from $0.25 and fully diluted to $(0.30) from $0.25. Mr. Roberson concluded with, "We are continuing to analyze our portfolio for non-producing assets and leaseholds that we can monetize to pay down the remaining portion of our outstanding debt with Citibank. Additionally, we are focusing on reducing SG&A expenses wherever possible, and evaluating potential partnering opportunities that will help us grow past these hurdles created by depressed commodity pricing." 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. Fieldpoint Petroleum reported a net loss of $3.25 million for the year ended Dec. 31, 2018, compared to net income of $2.66 million 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. 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 raise substantial doubt about its ability to continue as a going concern. FR FLOW CONTROL: S&P Assigns B Issuer Credit Rating; Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings assigned a 'B' issuer credit rating to FR Flow Control Midco Limited. At the same time, S&P assigned a 'B' issue-level rating and '3' recovery rating to the $40 million revolving credit facility (RCF) and $180 million first-lien term loan B. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in a payment default. S&P assigned a 'BB-' issue-level rating and '1' recovery rating to the $70 million first-lien term loan C. The '1' recovery rating reflects S&P's expectation of very high recovery (90%-100%; rounded estimate: 95%) in a payment default. The proceeds of the term loan C will be deposited into escrow to fund the LC Account, which supports the reimbursement obligations under standby letters of credit (LCs), bank guarantees, and performance bonds. On Feb. 25, 2019, First Reserve Corp. agreed to acquire The Weir Group PLC's Flow Control division, forming the new entity FR Flow Control Midco Ltd., which is the parent of U.S.-based borrower FR Flow Control CB LLC. The transaction will be funded with senior secured credit facilities and new cash equity from both the financial sponsor and management. S&P's 'B' issuer credit rating on FR Flow Control incorporates its relatively narrow product focus, concentrated end-market exposure, below-average profitability compared to its peers, high debt leverage, and ownership by a financial sponsor. In S&P's view, these constraints are somewhat mitigated by the company's strong position in attractive niches, its geographic diversity, and its recurring aftermarket revenue base. The negative outlook reflects the uncertainty associated with the company operating as a stand-alone entity, as well as the execution risk in implementing proposed initiatives. It is S&P's view that profitability underperformance, continued restructuring costs, or greater working capital requirements could hinder the company's ability to generate sufficient positive free cash flow. "We could lower our rating if the company's operating performance declines, due to a further weakening in revenue or higher than expected stand-alone and restructuring costs, such that it is unable to consistently generate positive free cash flow. We could also lower our rating if we expect the company to draw on its RCF such that it would constrain its overall liquidity, and/or leverage would increase above 6.5x on a sustained basis," S&P said. "We could revise our outlook on FR Flow Control to stable if the company improves profitability, resulting in positive free cash flow on a sustained basis, while maintaining adjusted debt-to-EBITDA below 6.5x," the rating agency said. FYBOMAX INC: $113K Sale of Assets to Pasquarelli Approved --------------------------------------------------------- Judge Gregory L. Taddonio of the U.S. Bankruptcy Court Western District of Pennsylvania confirmed the sale by Fybomax, Inc. and affiliates of the following assets of Fybomax to Donato Pasquarelli or his designee(s) and/or assign(s): (i) all personal property ("Fybomax Equipment") located at 312 Center Road, Monroeville, Pennsylvania ("RT Monroeville") for $25,000; and (ii) Restaurant Liquor License number R19494, LID number 57680, for $87,500. A hearing on the Motion was held on April 4, 2019 at 10:30 a.m. The objection deadline was March 28, 2019. The sale is free and divested of all liens and claims. The liens and claims, be, and are, transferred to the proceeds of the sale. The sale is "as is, where is" condition, without representations or warranties of any kind whatsoever. The Purchaser has tendered a non-refundable deposit of 16,875 to Fybomax, which will be applied to the purchase price. The Pennsylvania Department of Revenue and the Pennsylvania Department of Labor & Industry will not deny the transfer, renewal, and/or validation of the Fybomax Liquor License on the basis of outstanding taxes inasmuch as the sale is a free and clear sale. The lease by and between Sula Simcha and Fybomax was previously deemed rejected, and, effective as of the closing of the sale(s), will be deemed terminated. The following expenses/costs will immediately be paid at the time of closing. Except as to the distribution specifically authorized, all remaining funds will be held by Counsel for Fybomax pending further Order of the Court after notice and hearing: (1) The following lien(s)/claim(s) and amounts: $25,000 to the Huntington National Bank to be paid at closing; (2) The costs of local newspaper advertising in the amount of $1,053; (3) The costs of legal journal advertising in the amount of $673; and, (4) The balance of funds realized from the within sale will be held by the counsel for Fybomax until further Order of Court, after notice and hearing. Within seven days of the date of the Order, Fybomax will serve a copy of the within Order on all creditors and parties-in-interest, together with any party requesting notices in the case. The closing will occur within 14 days of the Order becoming final and non-appealable. Within seven days following closing, Fybomax will file a Report of Sale. Pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062 and 9014, the Order will be effective immediately upon its entry, and Fybomax is authorized to close the sale immediately upon entry of the Order. About Fybomax, Inc. Fybomax, Inc., Fybo Management, Inc., Rivertowne Growth Group, LLC, Rivertowne Growth Group, LLC and Occupy Rivertowne, LLC, is an affiliate of Fybowin, LLC, doing business as Rivertowne, which sought creditor protection on May 4, 2018. Fybowin LLC is a privately held brewing company in Pittsburgh, Pennsylvania. The Rivertowne beer concept was born in 2002. Rivertowne (https://www.myrivertowne.com), one of the very first craft brewers in Pittsburgh, has restaurants in Verona, North Huntingdon, and the North Shore, as well as a Pourhouse in Monroeville. Fybomax, Inc., Fybo Management, Inc., Rivertowne Growth Group, LLC, Rivertowne Growth Group, LLC, and Occupy Rivertowne, LLC, sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 18-21870 to 18-21873)on May 7, 2018. Fybomax, Inc., estimated up to $100,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Rivertowne Growth Group estimated assets of $1 million to $10 million and liabilities of the same range as of the bankruptcy filing. The Debtors tapped Kelly Esther McCauley, Esq., at Whiteford, Taylor & Preston LLP as counsel. GLOBAL HEALTHCARE: Incurs $2.02 Million Net Loss in 2018 -------------------------------------------------------- Global Healthcare REIT, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss attributable to common stockholders of $2.02 million on $3.62 million of total revenue for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $3.02 million on $3.12 million of total revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $38.29 million in total assets, $37.31 million in total liabilities, and $984,594 in total equity. Throughout its history, the Company has experienced shortages in working capital and has relied, from time to time, upon sales of debt and equity securities to meet cash demands generated by its acquisition activities. At Dec. 31, 2018, the Company had cash and cash equivalents of $1,100,218 and restricted cash of $206,989. Its restricted cash is to be expended on debt service, taxes, repairs, and capital expenditures associated with Providence of Sparta Nursing Home. The Company's liquidity is expected to increase from potential equity and debt offerings and decrease as net offering proceeds are expended in connection with the acquisition of properties. The Company's continuing short-term liquidity requirements consisting primarily of operating expenses and debt service requirements, excluding balloon payments at maturity, are expected to be achieved from rental revenues received and existing cash on hand. The Company plans to renew secured obligations that mature during 2019, as its projected cash flow from operations will be insufficient to retire the debt. Cash provided by operating activities was $108,188 for the year ended Dec. 31, 2018 compared to cash provided by operating activities of $218,252 for the year ended Dec. 31, 2017. Cash flows provided by operations in 2017 were negatively impacted by the decrease in rental revenues as a result of the bankruptcy filing of a lease operator and the closure of one facility. Cash flows provided by operations in 2018 were improved by increased rental revenues but were negatively impacted by increases in operating expenses and rising accounts receivable at Abbeville. Cash used in investing activities was $595,176 and $1,243,104 for the years ended Dec. 31, 2018 and 2017, respectively. During 2018, the Company spent $763,258 in capital expenditures and disbursed $106,334 on a note receivable issued for $250,000. The Company realized a gain of 193,053 and net cash proceeds from investment in debt securities during the year of $274,416. During 2017, the Company issued an $84,000 note receivable, purchased $298,736 in debt securities, and spent $860,368 on capital expenditures. Cash provided by financing activities was $822,047 for the year ended Dec. 31, 2018 compared to cash provided by financing activities of $838,011 for the year ended Dec. 31, 2017. During 2018, the Company made payments on debt of $465,704 and received proceeds from issuance of debt of $2,053,384. During 2017, the Company made payments on debt of $720,044 and received proceeds from issuance of debt of $1,604,955. The Audit Opinion included in the Company's Annual Report for the year ended Dec. 31, 2018, contains an explanatory paragraph expressing substantial doubt regarding the Company's ability to continue as a going concern. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, stated that the Company has suffered recurring losses from operations and has a net capital deficiency 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/XtZpcU. About Global Healthcare Greenwood Village, Colorado-based Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company's portfolio will be comprised of investments in the following five healthcare segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) post-acute/skilled nursing and (v) hospital. GLOBAL HEALTHCARE: Signs Deal to Buy Nursing Facility for $1.3M --------------------------------------------------------------- Global Quapaw, LLC, a newly formed wholly subsidiary of Global Healthcare REIT, Inc., has signed a definitive asset purchase agreement pursuant to which Quapaw intends to purchase a skilled nursing facility located at 407 Whitebird Avenue, Quapaw, Oklahoma 74363 consisting of 86 licensed beds and commonly known as "Higher Call Nursing Center. The purchase price of the Facility will be $1.3 million with $150,000 provided in the form of seller financing. The purchase and sale of the Facility is subject to numerous conditions, including satisfactory due diligence, financing and other conditions customary in transactions of this nature. There can be no assurance that the transaction will be consummated. A copy of the Agreement is available for free at https://is.gd/0HEuqz. "We anticipate signing a lease for this facility that will provide an attractive return on our capital while also yielding a comfortable coverage ratio for the operator," stated Zvi Rhine, Global's president and chief financial officer. "Higher Call has been a 5-star facility for several years with a sterling reputation and we look forward to maintaining its high quality of care." About Global Healthcare Greenwood Village, Colorado-based Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company's portfolio will be comprised of investments in the following five healthcare segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) post-acute/skilled nursing and (v) hospital. Global Healthcare reported a net loss attributable to common stockholders of $2.02 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $3.02 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $38.29 million in total assets, $37.31 million in total liabilities, and $984,594 in total equity. The Audit Opinion included in the Company's Annual Report for the year ended Dec. 31, 2018, contains an explanatory paragraph expressing substantial doubt regarding the Company's ability to continue as a going concern. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, stated that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GLOBALTRANZ ENTERPRISES: S&P Assigns 'B-' ICR; Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to GlobalTranz Enterprises LLC. The rating action follows Providence Equity Partners' announcement that it intends to acquire GlobalTranz Enterprises LLC from the Jordan Co. GlobalTranz will finance the acquisition with a $465 million first-lien credit facility (comprising a $75 million revolving credit facility due 2024, a $310 million term loan due 2026, and an $80 million delayed draw term loan due 2026), an $85 million second-lien term loan (unrated), and an equity contribution from Providence. Meanwhile, S&P assigned its 'B-' issue-level rating and '3' recovery rating (rounded estimate: 55%) to the company's proposed $310 million first-lien term loan and $75 million revolving credit facility. S&P expects GlobalTranz's credit metrics to remain elevated over the next 12 months. The rating agency forecasts that the company's debt-to-EBITDA metric will be in the high-8x area in 2019 due, in part, to acquisition-related expenses that it expects the company to incur. GlobalTranz has pursued an acquisitive growth strategy in recent years and has completed approximately nine acquisitions since the beginning of 2017. S&P expects the company to continue to purchase smaller third-party logistics firms and agents that currently sell its services. Therefore, the rating agency assumes that the company will use the $80 million delayed draw term loan to finance its acquisitions over the next two years. The stable outlook on GlobalTranz reflects S&P's belief that the company will benefit from continued strong demand for freight transportation in the U.S. over the next 12 months and increased usage of transportation management systems to manage shipments. S&P also expects the company to continue to pursue acquisitions of both agents and other third-party logistics providers. Therefore, the rating agency anticipates that the company's leverage will remain elevated as incremental debt partially offsets its increased earnings, with debt to EBITDA improving to the high-6x area in 2020 from the high-8x area in 2019. S&P also forecasts that GlobalTranz's funds from operations (FFO) to debt will increase to the high-single-digit percent area from the mid-single-digit percent area over the same period. "Although unlikely, we could lower our ratings on GlobalTranz over the next 12 months if we believe the company's capital structure will not be sustainable over the long term. This could occur if the company is more aggressive than we expect in pursuing debt-financed acquisitions or if its liquidity deteriorates due to weaker-than-expected operating results," S&P said. "Although unlikely, we could raise our ratings on GlobalTranz over the next 12 months if the company reports better-than-expected operating results. This could occur because of lower-than-expected acquisition-related expenses or improved customer pricing. To raise our rating, the company would need to improve its debt to EBITDA below 6.5x on a sustained basis, and we would need to expect that the company's sponsor would remain supportive of this leverage level," S&P said. GOGO INC: S&P Affirms CCC+ Issuer Credit Rating; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Gogo Inc. and assigned a 'CCC+' issue-level rating to the company's proposed $900 million senior secured notes due in 2024. S&P said the company's proposed refinancing of its capital structure will boost its short-term liquidity by extending the maturity profile of its obligations but the rating agency expects the company to burn cash over the next year. The rating agency said it affirmed its 'CCC+' issuer credit rating because it does not envision a default within the next year. "The affirmation reflects that we view the proposed refinancing favorably as it removes $162 million of maturities due in 2020, significantly reducing the likelihood of a default over the next 12 months. Furthermore, the $188 million cash balance as of the first quarter of 2019 was higher than expected, which allows the company more time to execute its growth plan to continue to build scale in the commercial aviation (CA) business. Still, we believe a portion of the improvement was due to temporary working capital swings," S&P said. The rating agency also continues to recognize execution risk associated with cost-cutting initiatives amid a growth phase in which the company competes aggressively to win new business and improve its brand reputation. The negative outlook reflects execution risk associated with capturing profitable new business in a competitive industry, with little cushion for further operational disruptions. Still, S&P recognizes operating performance showing signs of improvement in recent months. "We could lower the rating if business conditions deteriorate, such that cash burn accelerates and we view a default as likely over the next 12 months. This could be driven by increased pricing competition, cost overruns, loss of key customers, or a macroeconomic slowdown that decreases take rates," S&P said. "We could revise the outlook to stable if the business produces break-even FOCF on a sustained basis. This would need to be driven by fundamental business performance as opposed to one-time working capital events. We could raise the rating if we believe business prospects are improved, such that FOCF was expected to be positive for a sustained period, enabling a credible deleveraging trajectory," the rating agency said. S&P said it could also raise the rating if the company was to receive an equity infusion from a strategic partner or investor and used for debt reduction such that the rating agency viewed the capital structure as sustainable. GREAT PLAINS: Fitch Withdraws 'CCC' IDR on Coverage Irrelevancy --------------------------------------------------------------- Fitch Ratings has withdrawn the following Issuer Default Rating as it is no longer considered by Fitch to be relevant to the agency's coverage: -- Great Plains Regional Medical Center (OK) IDR 'CCC'. The rating was withdrawn as it is no longer considered by Fitch to be relevant to the agency's coverage. GROM SOCIAL: Incurs $4.87 Million Net Loss in 2018 -------------------------------------------------- Grom Social Enterprises, Inc., has filed with the Securities and Exchange Commission its Annual Report on Form 10-K reporting a net loss of $4.87 million on $8.64 million of sales for the year ended Dec. 31, 2018, compared to a net loss of $6.04 million on $7.69 million of sales for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Grom Social had $18.81 million in total assets, $12.02 million in total liabilities, and $6.78 million in total stockholders' equity. At Dec. 31, 2018, the Company had $633,593 in cash. Net cash used in operating activities was $1,865,601 for year ended Dec. 31, 2018 compared to $1,410,015 for the same period ended Dec. 31, 2017, an increase of $455,586 in cash used. The primary reason for the increase in net cash used was due to a change in operating assets and liabilities. Cash used in investing activities was relatively unchanged at $581,975 in the period ended Dec. 31, 2018 compared to $562,322 for the same period ended in 2017. Substantially all of the purchases were for fixed assets and leasehold improvements to increase its capacity at TDH in Manila. Cash flows from financing activities were $2,499,919 for the period ended Dec. 31, 2018 compared to $1,989,100 for the same period ended Dec. 31, 2017, an increase of $510,819. The increase is attributable to proceeds from the issuance of common stock of $608,717 in 2018, compared to zero in 2017, and proceeds from the sales of debentures of $1,914,702 compared to $541,100 in 2017, offset by proceeds from warrant exercises of $1,566,000 in 2017 compared to $61,500 in 2018. The Company currently has a monthly consolidated cash operating loss of approximately $150,000, or approximately $1,800,000. In order to fund its operations, the Company believes it will be required to raise approximately $2,000,000. As of April 16, 2019, the Company has no commitment from any investment banker or other traditional funding sources and, while it has had discussions with various potential funding sources, it has no definitive agreement with any third party to provide it with financing, either debt or equity. The Company said the failure to obtain the financing necessary to allow it to continue to implement its business plan will have a significant negative impact on its anticipated results of operations. "We expect to reduce our monthly cash operating loss through improved profitability. However, there can be no assurance we will be successful in doing so. Historically we have funded our operations through equity issuances, debt issuances and through officer loans. We expect to be able to continue to fund our operating losses in a similar manner and believe that we can secure capital on reasonable terms, although there can be no assurances," said Grom Social in the Report. BF Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has incurred significant operating losses since inception and has a working capital deficit which 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/9Ww2De. About Grom Social Headquartered in Boca Raton, Florida, Formerly known as Illumination America, Inc., Grom Social Enterprises, Inc. -- http://www.gromsocial.com/-- is a social media, technology and entertainment company that focuses on delivering content to children between the ages of 5 and 16 in a safe and secure environment that can be monitored by parents or other guardians. The Company has several operating subsidiaries, including Grom Social, which delivers its content through mobile and desktop environments (web portal and several Apps) that entertain children, allow kids to interact with their peers, get relevant news, play proprietary games, while also teaching good digital citizenship. The Company also owns and operates Top Draw Animation, Inc., which produces award-winning 2D animation content for some of the largest international media companies in the world. The Company also owns Grom Educational Services, which has provided web filtering services for up to an additional two million children across 3,700 schools. HEXION HOLDINGS: Taps Omni Management as Claims Agent ----------------------------------------------------- Hexion Holdings LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Omni Management Group, Inc. as its claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Omni Management's standard hourly rates range from $25 to $155. The firm has agreed to a 10 percent discount on its rates. The firm received a retainer in the amount of $50,000 prior to the Debtor's bankruptcy filing. Brian Osborne, chief executive officer and president of Omni Management, disclosed in court filings that the firm and its employees are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Omni can be reached through: Brian Osborne Omni Management Group 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 Email: nycontact@omnimgt.com About Hexion Hexion Holdings LLC is the sole member of Hexion LLC, which is the sole owner of Hexion Inc. Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com -- is a producer of thermoset resins or thermosets, and a producer of adhesive and structural resins and coatings. The company is incorporated in New Jersey while most of its co-debtors are Delaware limited liability companies or Delaware corporations. Hexion Inc. is the direct or indirect parent of the debtors and the non-debtor affiliates. Hexion Inc. employs approximately 4,000 people around the world, including approximately 1,300 in the United States across 27 production facilities. Hexion Holdings LLC and its co-debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10684) on April 1, 2019. At the time of the filing, the Debtors estimated assets and liabilities of between $1 billion and $10 billion. The cases are assigned to Judge Kevin Gross. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger, P.A., as bankruptcy counsel; Moelis & Company LLC as financial advisor; AlixPartners LLP as restructuring advisor; and Omni Management Group as claims, noticing, solicitation and balloting agent. The Office of the U.S Trustee appointed an official committee of unsecured creditors on April 10, 2019. HUT AIRPORT: Trustees' May 14 Auction of All Assets Set ------------------------------------------------------- Judge Thomas M. Renn of the U.S. Bankruptcy Court for the District of Oregon authorized the bidding procedures of Kenneth S. Eiler, the Chapter 11 Trustee of HUT Airport Limousine, Inc., in connection with the sale of substantially all of the assets of the Debtor to VELV, LLC for $2.5 million, cash, subject to overbid. The Court approved the form of the Publication Notice. The Bid Deadline will be May 10, 2019. In the event one or more higher or better offers are received by the Bid Deadline, an auction for the Property will be held on May 14, 2019 at 10:00 a.m. at the offices of Lane Powell PC, 601 SW Second Avenue, Suite 2100, Portland, OR 97204. The Notice of Auction and Sale Hearing is approved. By April 16, 2019, the Trustee will serve the Notice of Auction and Sale Hearing on the Notice Parties and all entities the Trustee expects may wish to submit a bid for all or some of the assets included in the Purchase Agreement. No later than three business days following entry of the Order, the Trustee will file a schedule of the potential Assigned Contracts, and concurrently serve the Cure Notice. The Sale Hearing will be held on May 16, 2019 at 10:00 a.m. The Sale Objection deadline is May 10, 2019. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the Bidding Procedures and the Notices attached to the Order is available for free at: http://bankrupt.com/misc/HUT_Airport_142_Order.pdf About HUT Airport Limousine HUT Airport Limousine, Inc., doing business as HUT Airport Shuttle -- http://www.hutshuttle.com/-- is an airport shuttle services company based in Albany, Oregon. Hut Shuttle has pick-up and drop-off service at the following locations: Albany (HUT Office), Albany Comfort Suites, Corvallis (Hilton Garden), Eugene (UO Student Rec Center), OSU McNary Hall (West stairwell), Portland Airport (PDX), Salem Airport (SLE), and Woodburn (Best Western). HUT Airport Limousine sought Chapter 11 protection (Bankr. D. Ore. Case No. 18-63699) on Dec. 6, 2018. In the petition signed by Doris Hutmacher, president, the Debtor disclosed $185,837 in total assets and $2,253,913 in total debt. Judge Thomas M. Renn oversees the case. Barnes Law Offices, PC, led by principal, Keith D. Karnes, is the Debtor's counsel. Kenneth S. Eiler, as Chapter 11 Trustee for HUT Airport Limousine, Inc., d/b/a HUT Airport Shuttle, hired Lane Powell PC, as attorney. JONES ENERGY: Moody's Cuts PDR to D-PD on Chapter 11 Filing ----------------------------------------------------------- Moody's Investors Service downgraded Jones Energy Holdings, LLC's Probability of Default Rating to D-PD from Ca-PD. The downgrade was prompted by Jones' filing for reorganization under Chapter 11 of the US Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of Texas on April 14, 2019. Moody's affirmed Jones' all other ratings, including the Ca Corporate Family Rating (CFR), Caa2 senior secured first lien notes rating, and C unsecured notes rating. The ratings outlook is stable. Shortly following these rating actions, Moody's will withdraw all of Jones' ratings. Downgrades: Issuer: Jones Energy Holdings, LLC Probability of Default Rating, Downgraded to D-PD from Ca-PD Outlook Actions: Issuer: Jones Energy Holdings, LLC Outlook, Remains Stable Affirmations: Issuer: Jones Energy Holdings, LLC Speculative Grade Liquidity Rating, Affirmed SGL-4 Corporate Family Rating, Affirmed Ca Senior Secured Notes, Affirmed Caa2 (LGD2) Senior Unsecured Notes, Affirmed C (LGD5) RATINGS RATIONALE On April 2, 2019, the company entered into a restructuring support agreement with a group of lenders holding 84% of the first lien notes and 84% of unsecured notes, culminating in a prepackaged bankruptcy filing on April 14th. The company plans to complete the restructuring, and emerge from Chapter 11, in May 2019. Headquartered in Austin, Texas, Jones Energy Holdings, LLC is an independent oil and gas exploration and production company with producing operations focused on the Anadarko basin. JONES ENERGY: Taps Epiq Corporate as Claims Agent ------------------------------------------------- Jones Energy, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Epiq Corporate Restructuring, LLC as its claims, noticing and solicitation agent. The firm will oversee the distribution of notices, assist the company and its affiliates in claim and ballot processing, and provide other administrative services in connection with their Chapter 11 cases. Epiq will charge these hourly fees for claim administration services: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge The firm received a retainer in the amount of $25,000 prior to the Debtors' bankruptcy filing. Kathryn Tran, director of Epiq, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Kathryn Tran Epiq Corporate Restructuring, LLC 777 Third Avenue New York, NY 10017 Phone: (646) 282-2523 About Jones Energy Austin, Texas-based Jones Energy, Inc. -- http://www.jonesenergy.com/-- is an independent oil and natural gas company engaged in the exploration, development, production and acquisition of oil and gas properties in the Anadarko Basin in Oklahoma and Texas. Jones Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-32112) on April 14, 2019. At the time of the filing, the Debtors had total assets of $405,575,000 and liabilities of $1,116,839,000. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Jackson Walker LLP as co-counsel with Kirkland and as conflicts counsel; Evercore Group LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; Deloitte Tax LLP as tax restructuring advisor; Baker Botts LLP as special corporate Counsel; and Epiq Corporate Restructuring, LLC as its claims, noticing and solicitation agent. JUST ONE MORE: Gets Approval to Hire McHale, Appoint CRO -------------------------------------------------------- Just One More Restaurant Corp. and Just One More Holding Corp. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire McHale PA as their restructuring advisor and appoint the firm's president Gerard McHale as chief restructuring officer. Mr. McHale and his firm will provide restructuring services in connection with the Debtors' Chapter 11 cases, which include overseeing and managing all aspects of the Debtors' business and operations; evaluating liquidity options including restructuring, refinancing, and reorganizing; and assisting the Debtors in developing possible restructuring plans or sales of their assets. The firm's hourly rates are: Gerard McHale $400 Susan Sprehn $275 Veronica Larriva $200 Indira Cruz $140 Other Staff $80 to $200 The Debtors have agreed to a $25,000 pre-bankruptcy retainer and $50,000 bankruptcy retainer. Mr. McHale disclosed in court filings that he and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gerard A. McHale, Jr. McHale PA 1601 Jackson Street, Suite 200 Fort Myers, FL 33901 Phone: (239) 337-0808 Fax: (239) 337-1178 E-mail: jerrym@thereceiver.net E-mail: info@mchalepa.com About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. The Debtors do not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million and $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A. as their restructuring advisor. JUST ONE MORE: Taps Berger Singerman as Legal Counsel ----------------------------------------------------- Just One More Restaurant Corp. and Just One More Holding Corp. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Berger Singerman LLP as their legal counsel. The firm will advise the Debtors of their powers and duties under the Bankruptcy Code; represent them in negotiations with their creditors and in the preparation of a bankruptcy plan; assist in the sale of their assets; prosecute litigation claims; and provide other legal services in connection with their Chapter 11 cases. The hourly rates range from $295 to $725 for the firm's attorneys and from $85 to $240 for legal assistants and paralegals. Paul Steven Singerman, Esq., and Christopher Jarvinen, Esq., the attorneys who will be handling the cases, will charge $695 per hour and $625 per hour, respectively. The firm received retainer fees in the total amount of $400,000. Paul Steven Singerman, Esq., at Berger Singerman, 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: Paul Steven Singerman, Esq. Berger Singerman LLP 1450 Brickell Avenue, 19th Floor Miami, FL 33131 Tel: 305-714-4341 Fax: 305-714-4340 E-mail: singerman@bergersingerman.com - and - Christopher A Jarvinen, Esq. Berger Singerman LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: 305-714-4363 Fax: (305) 714-4340 E-mail: cjarvinen@bergersingerman.com About Just One More Just One More Restaurant Corp. holds the Palm Restaurant steakhouse's intellectual property -- a series of trademarks and service marks, design elements of the Palm. JOMR licenses the Palm IP to the Palm Restaurants through individual licensing agreements. There are 24 Palm Restaurants currently operating in the United States and Mexico. The Debtors do not own any of the Palm Restaurants. Just One More Restaurant Corp. and Just One More Holding Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01947) on March 7, 2019. At the time of the filing, Just One More Restaurant estimated assets of between $100 million and $500 million and liabilities of between $10 million to $50 million. Just One More Holding estimated assets and liabilities of between $1 million to $10 million. The Debtors tapped Berger Singerman LLP as their legal counsel, and McHale, P.A., as their restructuring advisor. KEY GOLF: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee on April 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Key Golf Construction, Inc. About Key Golf Construction Key Golf Construction, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-01285) on March 8, 2019. 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 Laura S. Taylor. Craig E. Dwyer, Esq., in San Diego, Calif., is the Debtor's bankruptcy attorney. KONA GRILL: Incurs $32 Million Net Loss in 2018 ----------------------------------------------- Kona Grill, Inc., has filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $31.96 million on $156.94 million of revenue for the year ended Dec. 31, 2018, compared to a net loss of $23.43 million on $179.08 million of revenue for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Kona Grill had $53.61 million in total assets, $74.04 million in total liabilities, and a total stockholders' deficit of $20.43 million. Kona Grill said its failure to satisfy financial covenants and/or repayment requirements under its credit facility could harm its financial condition which could materially adversely affect its financial performance. The Company has a secured credit facility consisting of a $20.0 million revolver and a $15.0 million term loan. As of Dec. 31, 2018, the Company had $33.2 million outstanding under the credit facility. The credit facility requires the Company to maintain certain financial covenants. At Dec. 31, 2018, the Company was in compliance with these covenants. On April 2, 2019, the Company received a Notice of Default and Reservation of Rights Letter for failure to pay its quarterly principal payment due March 31, 2019, failure to provide audited financial statements within 90 days of fiscal year end, and failing to provide a covenant compliance certificate that was due April 1, 2019. As a result, the Company is in default in the performance of its obligations under the credit facility and the lenders have the right to accelerate the due date of such debt. The failure to maintain compliance with these financial covenants combined with insufficient liquidity to repay the debt balance when due materially adversely affects the Company's financial condition and performance. "There can be no assurance that in the future the Company will be in compliance with all covenants or that its lenders would waive any violations of such covenants. Non-compliance with debt covenants by the Company could have a material adverse effect on the Company's business, results of operations and financial condition and could impact our ability to continue as a going concern," Kona Grill said the Report. BDO USA, LLP, in Phoenix, Arizona, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 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 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/r3Ro9l. About Kona Grill Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill, Inc. -- http://www.konagrill.com/-- currently owns and operates 34 restaurants in 20 states throughout the United States and Puerto Rico. In addition, the Company has two international restaurants that operate under franchise agreements. Its restaurants feature contemporary American favorites, award-sushi and an extensive selection of alcoholic beverages. LA PERRONA: Yamasa Buying De Anda's Glendale Property for $190K --------------------------------------------------------------- Ana Maria De Anda, an affiliate of La Perrona Botas Y Ropa I, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the sale of the residential real property located at 7126 West Maryland Avenue, Glendale, Arizona, APN 144-01-285, to Yamasa Co., Ltd. for $190,000. California Bank & Trust ("CB&T") is the successor-in-interest to Alliance Bank and a holder in due course of a U.S. Small Business Administration Note made and executed by the Debtor, in her capacity as Managing Member of La Perrona and on her own individually. The original principal amount of the Note was $1,194,000. The Note is secured by a Deed of Trust and Assignment of Rents executed by the Debtor on July 27, 2007 and recorded in the Maricopa County Recorder's Office at Recording No. 2007-0854234 and 2007-0854235 against real property commonly known as 2310 N. 16th Street, Phoenix, AZ 85006 (APN 117-19-132B ("Commercial Property"). It is further secured by a Deed of Trust executed by De Anda on July 24, 2007 and recorded with the Recorder's Office at Recording No. 2007-0842674 against the Residential Property. On Aug. 30, 2016, the Debtors entered into a Stipulation for Plan Support Agreement; Compromise of the Claim of California Bank & Trust; and For Relief from the Automatic Stay with CB&T. Pursuant to the CB&T Stipulation, CB&T compromised its allowed secured claim and the Residential Property was valued for Plan purposes at $146,000, but CB&T maintained its blanket lien on all of its collateral to secure the Note. Further, if the Debtors chose to sell the property with three years of the entry of the Confirmation Order, CB&T was entitled to all of the Sale proceeds. The Stipulated was approved by the Court on Sept. 26, 2016. The Debtor is severely delinquent on the property taxes owing to the Maricopa County Assessor's Office for accrued and accruing property taxes on the Commercial Property and Residential Property. Absent sale of the Residential Property, the Debtor is in risk of a tax certificate holder commencing a foreclosure action on the Residential Property and/or the Commercial Property. Absent payment of the outstanding property taxes that will flow from the proposed Sale of the Residential Property, the Assessor's Office's objection remains pending and Debtor remains trapped in an unclosed bankruptcy case, thereby forcing continued expenditure of UST Fees and administrative costs of counsel to assist in preparation and filing of quarterly post-confirmation reports. As of the Petition Date, the Debtor owned, as her sole and separate property, the Residential Property. She wishes to sell the Residential Property. CB&T, as first priority and only remaining lienholder has not objected to the Sale of the Residential Property and Debtor anticipates that CB&T will consent to the Sale and approve, subject to approving the closing settlement statement and the parties entering into an Addendum to the parties, the payment from its share of the Sale proceeds of: (1) $8,978 to the Assessor's Office for property taxes owing on the Residential Property; and (2) $153,872 to the Assessor's Office for property taxes owing on the Commercial Property. The remaining net Sale proceeds after payment of customary closing costs, realtor commissions, fees, insurance and other related costs of Sale will be paid to CB&T and used to reduce the outstanding loan balance under the Note. After consulting with CB&T, the Debtor accepted the Purchaser's offer and entered into the Arizona Residential Resale Real Estate Purchase Contract. The Purchaser desires to close the Sale transaction by April 11, 2019. The Purchaser is willing to extend this date further so as to accommodate the Sale hearing on the Motion currently scheduled for April 16, 2019. The Residential Property is the Debtor's former residence. It is owned by Debtor as a fee simple interest and is her sole and separate property. The Debtor approximated the value of the Residential Property as $94,000 in her Schedules. This value was based on activity in the marketplace as of the Petition Date. The Purchaser's offer is indicative of the current marketplace value of the Residential Property and is the product of many months of marketing activities by the broker employed by the Debtor. As set forth in the Purchase Contract, the purchase price for the Real Property is $190,000. Of the Purchase Price, a $1,000 earnest money deposit has already been provided by the Purchaser and deposited with the closing agent, Fidelity National Title Agency, Inc. The remainder of the Purchase Price will be paid in cash at the close of escrow which is currently scheduled for April 11, 2019 pursuant to the terms of the Purchase Contract. The commission to be paid to the Purchaser's broker will be 2.5%, or $4,750 less $2,613 that is a credit from the Purchaser's Broker to the Purchaser. The commission to be paid to the Seller's Broker will be 2.5%, or $4,750. Out of the Sale proceeds, the Debtor agrees to pay her portion of escrow fees and costs related to the proposed Sale as shown on the HUD-1 Settlement Statement. Pro rations will be made for real property taxes and expenses relating to the real property as of the date of the close of escrow. CB&T has a first priority security interest in the Property and must consent to the distribution of the Sale proceeds and consistent with the HUD-1. Pursuant to the title report, the Real Property is currently encumbered with numerous liens including, without limitation: A. Real property taxes and assessments for the year(s) 2015, 2016, 2017; B. Tax Certificate for tax year 2014 (Certificate No. 14004742); C. Tax Certificate for tax years 2012 and 2013 (Certificate No. 12005120); D. Douglas N. MacDonald, Jr. (with Transamerica Title Insurance Co. listed as Trustee) claims a first position lien on the Property pursuant to a deed of trust recorded on June 26, 1995 with the Recorder's Office at Recording No. 1995-0364483. The face amount owing on said deed of trust was zero when recorded. The current outstanding balance owing to MacDonald / Transamerica is zero and the deed of trust should have been previously released. E. CB&T, as successor-in-interest to Alliance Bank, claims a first position lien on the Residential Property in the approximate amount of $1,194,000 plus accruing interest and escrow advances pursuant to a deed of trust recorded on or about July 25, 2007 with the Recorder’s Office at Recording No. 2007-0842674. The current outstanding balance of the CB&T loan is approximately $873,497. F. JJD Capital – Investment Series, LLC, a Delaware limited liability company, claims a second position lien on the Property in the approximate amount of $185,000 pursuant to a deed of trust recorded on or about July 10, 2008 with the Recorder's Office at Recording No. 2008-0946224. JJD Capital is a defunct limited liability company owned and controlled by the Debtor. G. Internal Revenue Service claims a third position tax lien on the property related to debts owed by the Debtor's mother, Hortencia De Anda, pursuant to a federal tax lien recorded on or about September 29, 2009 with the Recorder's Office at Recording No. 2009-0903188. H. Arizona Department of Revenue ("ADOR") claims a fourth position tax lien on the Property related to certain tax debts owed by the Debtor's mother, Hortencia De Anda pursuant to a tax lien recorded on May 14, 2015 with the Recorder's Office at Recording No. 2015-0340621 I. Linland Plaza, LLC claims a fifth position judicial lien in the amount of $36,475 plus accrued and accruing judgment interest on the Property pursuant to judgment against debtor that was recorded on or about June 5, 2015 with the Recorder's Office at Recording No. 2015-0404358. J. Nationwide Debt Management ("NDM") claims a sixth position judicial lien in the amount of $1,724 plus accrued and accruing judgment interest on the Property pursuant to a judgment against Debtor recorded on or about June 17, 2015 with the Recorder's Office at Recording No. 2015-0433238. The underlying sales transaction will be free and clear of all liens, claims, and interests. The liens, claims, and interests of CB&T described herein will attach to the Sale proceeds and will be paid as set forth. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/LA_PERRONA_247_Sales.pdf About La Perrona La Perrona Botas Y Ropa I, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona (Phoenix) (Bankr. D. Ariz., Case No. 16-00434) on Jan. 19, 2016. The petition was signed by Ana De Anda, member. Ana Maria De Anda filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-00435) on Jan. 19, 2016. The Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. De Anda is self-employed as a consultant and has 100% ownership interest in LPI, which operates as a retail clothing store. The cases are assigned to Judge Madeleine C. Wanslee. The Debtors are represented by Patrick F. Keery, Esq., at Hague Keery & McCue, PLLC. On March 15, 2016, the Court ordered joint administration and use of a consolidated caption for the Individual Bankruptcy Proceeding and the Corporate Bankruptcy Proceeding under Case No. 2:16-bk-00434-MCW. On March 9, 2017, the Court confirmed the Debtors' First Amended Joint Plan of Reorganization. LEXMARK INTERNATIONAL: S&P Lowers Issuer Credit Rating to 'CCC' --------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on U.S.-based printer solutions provider Lexmark International Inc. (Lexmark), including its issuer credit rating to 'CCC' from 'B-'. To establish its issuer credit rating at the audited entity, S&P also assigned its 'CCC' issuer credit rating to Lexmark International II LLC, which is the parent of Lexmark (the borrower under the credit agreement). The downgrade reflects S&P's view that Lexmark might not be able to meet its financial obligations over the next 12 months absent favorable business and financial conditions. As of Dec. 31, 2018, Lexmark had pro forma cash balances of about $298 million. S&P forecasts adjusted free operating cash flow (FOCF) generation of $75 million to $80 million in 2019 and $120 million to $130 million in 2020; the rating agency also forecasts negative FOCF after debt service although the company has a cash buffer to absorb its $100 million revolver maturity in November 2019. The company disclosed that it is discussing refinancing options with its shareholders, and lenders but a timely refinancing at favorable rates to the company has not been determined. "The company might not be able to meet its debt maturities without refinancing. We could consider an upgrade if Lexmark adequately addresses the looming maturities and higher amortization payments in future years," S&P said. The negative outlook reflects Lexmark's increasing refinancing needs within 12 months and the likelihood the company will not be able to meet its 2020 maturity without a refinancing. S&P expects highly competitive and mature market conditions, limited industry growth prospects, and recent management turnover will diminish Lexmark's operational flexibility. "We could lower the rating if we believe a debt restructuring is inevitable within six months due to the company's inability to address upcoming debt maturities and mandatory debt amortization payments," S&P said. "We could consider an upgrade if the company refinances its $341 million senior notes due March 2020 over the coming months or receives shareholder and lender support to meet rising debt amortization and support the business. Longer term, we could raise the rating to 'B-' if the company sustains recent operational improvements that support strong FOCF generation such that it is positive after debt amortization payments; or if the company alleviates the debt payment step-up through a global refinancing of its capital structure," S&P said. LOUISIANA CONTAINER: Taps Thomas R. Willson as Legal Counsel ------------------------------------------------------------ Louisiana Container Company, Inc., received approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire the Law Office of Thomas R. Willson as its legal counsel. The firm will advise the Debtor of its power and duties in the continued operation of its business and management of its property, and will provide other legal services in connection with its Chapter 11 case. The firm has no connection with the Debtor and its creditors, according to court filings. Willson can be reached through: Thomas R. Willson, Esq. Law Office of Thomas R. Willson 1330 Jackson Street Alexandria, LA 71301 Tel: (318) 442-8658 Fax: (318) 442-9637 Email: rocky@rockywillsonlaw.com About Louisiana Container Company Louisiana Container Company, Inc., is a manufacturer of steel containers operating out of a 43,000-square-foot assembling facility in Alexandria, La. It assembles containers specifically tailored to meet the requirements of its customers. Louisiana Container Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 19-80368) on April 14, 2019. At the time of the filing, the Debtor disclosed $1,315,639 in assets and $1,382,484 in liabilities. The case is assigned to Judge John W. Kolwe. The Law Office of Thomas R. Willson is the Debtor's counsel. MDLK DEVELOPMENT: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on April 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of MDLK Development, LLC. About MDLK Development LLC MDLK Development, LLC is a privately held company in San Marcos, Calif., which is engaged activities related to real estate. MDLK Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 19-00692) on Feb. 8, 2019. 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 Christopher B. Latham. The case has been assigned to the Law Office of Bruce R. Babcock. MORGAN WOELK: Capitol District Buying Nashville Property for $1.3M ------------------------------------------------------------------ Morgan Wayne Woelk and Vickie Lyn Woelk ask the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize their sale of the real property located at 300 Jefferson Street, Nashville, Tennessee, being more particularly described on Davidson County Tax Assessor's Map 082-13, Parcel 319, together with all improvements located thereon and with all privileges, rights, easements and appurtenances belonging to such property, to Capitol District Acquisitions, LLC for $1.275 million, cash. The Debtors scheduled in their bankruptcy the Property. It was and is their intention to sell it and to pay the creditors of the estate to the extent possible. It is their first application to sell the Property, which has been the subject of three previous Sale Motions each approved by the Court. Approval of the sale would pay 100% of all claims in the case. By the Motion, the Debtors ask entry of an Order setting a healing to consider authorization and approval of the sale to be closed by April 30, 2019, with an objection deadline of April 12, 2019. Additionally, since approval of the sale would pay 100% of the allowed claims in the case, no competing bids are being sought. Subject to approval and submission of any higher or better offers, the Debtors and the Purchaser entered into the contract for the purchase and sale of the Property on Dec. 19, 2018. The purchase price $1.275 million cash at closing. There will be no real estate brokerage fee paid by the Sellers or the Purchaser. The sale will be free and clear of liens, claims, encumbrances, and interests. The Debtors believe that the sale is fair and the proposed purchase price reflects the current market price of the property "as is." A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Morgan_Woelk_18_Sales.pdf A hearing on the Motion is set for April 23, 2019 at 9:00 a.m. The objection deadline is April 12,1019. Morgan Wayne Woelk and Vickie Lyn Woelk sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 19-00674) on Feb. 4, 2019. The Debtors tapped Lefkovitz & Lefkovitz, PLLC as counsel. NEW PITTS: May 15 Hearing on Plan Confirmation ---------------------------------------------- The amended disclosure statement explaining New Pitts Place, LLC's Amended Chapter 11 Plan is approved. May 15, 2019, at 10:30 a.m. is fixed as the date and time for the hearing on confirmation of the plan. May 7, 2019, is fixed as the last day for filing and serving, pursuant to Rule 3020(b)(1), written objections to confirmation of the plan. May 7, 2019, is fixed as the last day on which the holders of claims and interests may accept or reject the plan. The Amended Disclosure Statement disclosed that Hunterview Condominium Association has filed amended proofs of claim asserting Secured Claims against each of the Debtor's condominium units. Class IV - Allowed Unsecured Claims are impaired. The Debtor estimates that claims in this Class shall total approximately $13,700 (excluding the claim of Van Yerrell, which is treated separately in Class V of the Plan). Claims in this Class shall be paid in full under the Plan through quarterly distributions of $3,000 each Calendar Quarter until such claims are paid in full. The first installment shall be due three months after the Effective Date, and each Calendar Quarter thereafter on the same date until such claims have been paid in full. Class II - Disputed Secured Claims of Hunterview are impaired. Class II consists of Secured Claims to Hunterview totalling $85,920.02. The Debtor shall pay the allowed amount of Hunterview's Secured Claims beginning on the Effective Date or the date such claims are allowed, whichever is later, over a term of sixty (60) months, together with interest at a rate of four and 13/100s percent (4.13%) per annum, provided that the Debtor may prepay all or part of the remaining balance at any time. The Debtor estimates that the allowed amount of Hunterview's claims shall be approximately $32,000, and therefore that the monthly payments on such claims shall be $589 per month. The Plan will be funded from amounts currently held by the Debtor and from the proceeds of the Debtor's business operations. A full-text copy of the Amended Disclosure Statement dated March 13, 2019, is available at http://tinyurl.com/y5dwponnfrom PacerMonitor.com at no charge. About New Pitts Place New Pitts Place, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.D.C. Case No. 18-00527) on Aug. 2, 2018, estimating under $1 million in assets and liabilities. Augustus T. Curtis, Esq., at Cohen Baldinger & Greenfeld, LLC, is the Debtor's counsel. OKLAHOMA PROCURE: May 28 Plan Confirmation Hearing -------------------------------------------------- The combined disclosure statement and plan of liquidation of Oklahoma ProCure Management, LLC, is approved on an interim basis for solicitation purposes. The Confirmation Hearing is scheduled for May 28, 2019 at 10:30 a.m. (prevailing Eastern Time). Objections to Confirmation of the Combined DS & Plan on any grounds, including adequacy of the disclosures therein, if any, must be filed and served no later than May 13, 2019 at 4:00 p.m. (prevailing Eastern Time). The Debtor will, if it deems necessary in its discretion, file a consolidated reply to any such objections and/or any affidavits or declarations in support of approval of the Combined DS & Plan by no later than May 22, 2019 at 4:00 p.m. (prevailing Eastern Time). Objections by Holders of Claims in Classes 1 and 2 to the Third Party Releases in section 14.6 of the Combined DS & Plan must also be filed and served on the above listed parties so as to be received no later than May 13, 2019 at 4:00 p.m. (prevailing Eastern time). In order to be counted as votes to accept or reject the Combined DS & Plan, a Ballot must be properly executed and is actually received no later than 4:00 p.m. (prevailing Eastern Time) on May 18, 2019 (the “Voting Deadline”) by the Debtor’s Balloting Agent. Oklahoma ProCure Management, LLC, proposes the following Combined Disclosure Statement and Plan for the liquidation of the Debtor’s remaining Assets and distribution of the proceeds of the Estate’s Assets to the Holders of Allowed Claims against the Debtor. Class 4: General Unsecured Claims are impaired with estimated claim pool/projected recovery of approximately $2.1 to $3.3 million (approximately 3.0% to 7.2%). Each Holder of an Allowed General Unsecured Claim shall receive in full and final satisfaction, settlement, and release of and in exchange for its Allowed Class 4 Claim its Pro Rata share of the General Unsecured Claim Distribution Fund; provided, however, that the Pre-petition Senior Deficiency Claims shall be deemed allowed for voting purposes only in the amount of $112.6 million, but the Holders thereof shall not be entitled to any Distribution on account of such Claims under the Plan, including from the Post- Effective Date Debtor or its property. Class 3: Pre-petition Senior Secured Claims are impaired with estimated claim pool/projected recovery: $126.1 million minus Prepetition Senior Deficiency Claims (approximately 10.7%). Each Holder of an Allowed Pre-petition Senior Secured Claim shall be entitled to receive (a) its Pro Rata Share, as reflected in the books and records of the Agent, of the Pre-petition Senior Claims Distribution Amount, as set forth below and (b) treatment as a Released Party under the Plan. The Pre-petition Senior Secured Claims are Allowed Claims under the Plan. Class 5: Subordinated Claims are impaired with estimated claim pool/projected recovery: approximately $22.8 million. Holders of Subordinated Claims will not receive any Distributions on account of such Claims under the Plan. Class 6: Interest are impaired. On the Effective Date, all Interests shall be deemed canceled, extinguished and of no further force or effect, and the Holders of Interests shall not be entitled to receive or retain any property on account of such Interests. The Plan will be funded by the Cash and Cash equivalents held by the Debtor and Post-Effective Date Debtor. A full-text copy of the Disclosure Statement dated April 4, 2019, is available at http://tinyurl.com/y3u7b2fdfrom PacerMonitor.com at no charge. Counsel for the Debtor is Gregory W. Werkheiser, Esq., Daniel B. Butz, Esq., and Paige N. Topper, at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. About Oklahoma ProCure Management Oklahoma ProCure Management, LLC -- https://www.procure.com/ -- operates the ProCure Proton Therapy Center in Oklahoma City that utilizes proton therapy for treatment of cancer. Oklahoma ProCure sought bankruptcy protection (Bankr. D. Del. Case No. 18-12622) on Nov. 15, 2018. In the petition signed by James J. Loughlin, Jr., VP/assistant treasurer, the Debtor estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Mary F. Walrath presides over the case. The Debtor tapped Gregory W. Werkheiser, Esq., of Morris, Nichols, Arsht & Tunnell LLP, as general counsel; and JND Corporate Restructuring as its claims and noticing agent. Andrew R. Vara, the Acting United States Trustee for Region 3, appointed Deborah Burian as the Patient Care Ombudsman for Oklahoma ProCure Management, LLC. PH GLATFELTER: Moody's Cuts CFR to Ba2 & Rates Sr. Unsec. Debt Ba2 ------------------------------------------------------------------ Moody's Investors Service downgraded P. H. Glatfelter Company's corporate family rating to Ba2 from Ba1, probability of default rating to Ba2-PD from Ba1-PD and assigned a senior unsecured debt rating of Ba2. The speculative grade liquidity rating was affirmed at SGL-1 and the rating outlook is stable. "Glatfelter's corporate family rating was downgraded because the company is now quite small following the sale of its specialty paper business, leverage is high, they have significant exposure to volatile input costs, and we think they'll need to invest in acquisitions and capital expenditures for necessary growth", said Ed Sustar, Senior Vice President with Moody's. Downgrades: Issuer: P. H. Glatfelter Company Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Corporate Family Rating, Downgraded to Ba2 from Ba1 Assignments: Issuer: P. H. Glatfelter Company Senior Unsecured Revolving Credit Facility, Assigned Ba2 (LGD4) Senior Unsecured Term Loan, Assigned Ba2 (LGD4) Affirmations: Issuer: P. H. Glatfelter Company Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Issuer: P. H. Glatfelter Company Outlook, Remains Stable RATINGS RATIONALE Glatfelter (Ba2 CFR) benefits from 1) leading market positions in several niche segments of the composite fibers and airlaid materials forest products subsectors, 2) global diversity, with operating platforms in Europe and North America, and 3) Moody's expectation that the company's leverage should decline to 3.1x in 2020 from 5.2x in 2018 (pro forma for the European nonwovens asset acquired in October 2018). EBITDA will improve with the ramp-up of a new greenfield advanced airlaid facility, cost optimization and synergies associated with the integration of recently acquired European nonwovens asset, and the reduction of shared services costs associated with the company's legacy paper operations (that were sold in October 2018). Moody's also expects $90 million of debt to be repaid over the next two years using cash ($143 million December 2018) from the company's balance sheet, as well as positive free cash flow generation in 2020. Glatfelter is challenged by 1) its small size (revenue under $1 billion) following the sale of its specialty paper business, which was about 50% of revenue, 2) exposure to volatile inputs (especially market pulp, but also synthetic fibers and chemicals) as the company is currently only slightly backwards integrated and it has no pass-through pricing structure in its composite fibers business, 3) competitive end markets (such as feminine hygiene and single-serve coffee filters) with large competitors and buyers (with some customer concentration) minimizing pricing power by Glatfelter, and 4) potential integration and financial challenges as the company pursues necessary growth through debt financed acquisitions (such as the recent acquisition of Georgia-Pacific's European nonwoven business) and/or greenfield expansion projects (like the multi-year build of the company's new airlaid facility in Fort Smith, Arkansas). The stable outlook reflects Moody's expectation that Glatfelter's financial performance will improve over the next 12 to 18 months with the ramp-up of the company's new airlaid facility, cost optimization including the synergies from the recently acquired nonwoven asset, and the reduction of stranded corporate costs associated with the company's legacy paper operations. In addition, Moody's expectation of lower pulp prices (benchmark prices down 5% in 2019) should help improve operating margins. Factors that could lead to an upgrade - an upgrade would require Glatfelter to significantly enhance its scale or diversify its product offering away from fiber-based engineered materials, while maintaining strong credit metrics such as leverage (adjusted debt to EBITDA) sustained between 2.5 - 3.0x (3.9x projected for 2019) and EBITDA margins approaching 18% (11% projected for 2019) - in addition, the company needs to maintain strong liquidity, conservative financial policies and remain in a position to manage environmental issues Factors that could lead to a downgrade - persistent negative free cash flow or a significant deterioration in the company's operating performance (negative free cash flow of about $10 million expected in 2019 and positive $20 million in 2020) - adjusted debt/EBITDA exceeds 4x (3.9x projected for 2019) for a sustained period of time and EBITDA margins sustained below 15% (11% projected for 2019) - changes in financial management policies or escalation in environmental costs that would materially pressure the company's balance sheet Glatfelter's SGL-1 rating reflects the company's strong liquidity with $300 million of liquidity sources to cover about $20 million of debt maturities and about $10 million of cash burn in 2019. The company had $143 million of cash (December 2018) and about $153 million (December 2018) available on the company's committed $400 million revolving credit facility, which was recently extended to February 2024. Moody's estimates about $10 million of negative free cash flow generation over the next 12 months, including $24 million for common dividends and a $21 million payment for the Fox River settlement. All of the company's assets are unencumbered. The company was in compliance with its financial covenants at December 2018 and Moody's expects that to continue. The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Headquartered in York, Pennsylvania, Glatfelter is a manufacturer of fiber-based engineered materials, including food & beverage filtration papers, wallpaper stock, materials for feminine hygiene products, adult incontinence products, cleaning pads, table top products and speciality wipes. The company's annualized net sales approximate $950 million with 11 manufacturing facilities located in the United States, Canada, Germany, France, the United Kingdom and the Philippines. QF LIQUIDATION: June 19 Plan Confirmation Hearing ------------------------------------------------- The Bankruptcy Court has approved the motion filed by QF Liquidation, Inc., f/k/a Quantum Fuel Systems Technologies Worldwide, Inc., d/b/a Quantum Technologies, for entry of an order approving the Disclosure Statement explaining its first amended plan of liquidation. The hearing on Confirmation of the Plan will be held at 2:00 p.m. (PT) on June 19, 2019. To be counted as a vote to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered no later than 5:00 p.m. (PT) on May 10, 2019. Objections or responses to confirmation of the Plan no later than 5:00 p.m. (PT) on May 10, 2019. Replies to objections to confirmation, the ballot summary and the plan confirmation memorandum will be due on May 24, 2019. Attorneys for the Debtor are Victor A. Vilaplana, Esq., at Foley & Lardner LLP, in San Diego, California; and John A. Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan. About Quantum Fuel Lake Forest, California-based Quantum Fuel Systems Technologies Worldwide, Inc., is an innovator, developer and producer of compressed natural gas (CNG) fuel storage tanks and packaged fuel storage systems for heavy-, medium-, and light-duty trucks and passenger vehicles. The Company also produces integrated vehicle system technologies, including engine and vehicle control systems and drivetrains. It supplies its tanks and systems to truck and automotive original equipment manufacturers and aftermarket and OEM truck integrators worldwide. Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 16-11202) on March 22, 2016. The petition was signed by Brian W. Olson as chief executive officer. The Debtor listed total assets of $23.10 million and total debts of $21.7 million. Foley & Lardner LLP serves as counsel to the Debtor. Judge Mark S. Wallace is assigned to the case. On July 12, 2016, the Bankruptcy Court entered an order approving the sale of the Debtor's assets. The Sale closed shortly thereafter on July 13, 2016. On or around July 13, 2016, the Debtor filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of Delaware changing its name from Quantum Fuel Systems Technologies Worldwide, Inc. to QF Liquidation, Inc. On July 14, 2016, the Secretary of State of Delaware issued a certificate verifying the name change. REMARKABLE HEALTHCARE: Alleon Capital Serves as Secured Lender -------------------------------------------------------------- Remarkable Healthcare of Carrollton, LP, and its affiliated debtors and debtors-in-possession, Remarkable Healthcare of Dallas, LP, Remarkable Healthcare of Fort Worth, LP, Remarkable Healthcare of Seguin, LP, and Remarkable Healthcare, LLC, propose a further amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code to disclose that the Debtors' new secured lender is Alleon Capital Partners, LLC, d/b/a Alleon Healthcare Capital. Pursuant to the Debtors' retention of Griffin Financial Group, LLC, the Debtors have selected a new lender, Alleon, to provide funding to the Debtors in connection with the Plan and the Debtors' eventual exit from bankruptcy. The new funding, which is subject to the lender's due diligence, will provide the Debtors with additional capital in which to partially fund some of the Debtors' liabilities under the Plan. All accounts receivable and all other property of the Debtors shall be deemed, as of the Effective Date, to have been assigned to the Reorganized Debtors. Alleon's loans will be fully secured with first-priority liens on substantially all of the Debtors' assets pursuant to the Court's Confirmation Order. On the Effective Date, The Debtors will pay the holder of each Allowed General Unsecured Claim its Pro Rata Share of the initial Cash Portion of $20,000 of the Unsecured Creditors Pool. On each of the three annual anniversaries of the Effective Date, the Debtors will pay the holder of each Allowed General Unsecured Claim its Pro Rata Share of the three $10,000 increments of the Cash Portion as well as any Recovery Portion of the Unsecured Creditors Pool. No Class subordinate to this Class will receive any cash distribution unless these Allowed Claims are paid in full. The Secured Non-Tax Claims of Montgomery Capital Partners I, LP, will receive payments of $230,000 over a five-year period in graduated quarterly payments. The payments will commence on the second calendar quarter following the Effective Date. The payments will be $5,000 for each of the first two payment quarters, $10,000 for each of the next two payment quarters, and $12,500 for each of the following payment quarters until total payments of $230,000 have been made. The remainder of such Claim will be treated as an Unsecured Deficiency Claim of Montgomery Capital Partners I, LP and receive their Pro Rata Share of the Unsecured Creditors Pool. All liens filed by Montgomery Capital Partners I, LP and any affiliates or assignees shall be deemed released per the terms of the Confirmation Order. A redlined version of the Disclosure Statement dated April 4, 2019, is available at http://tinyurl.com/y24genvnfrom PacerMonitor.com at no charge. Counsel for the Debtors is Mark A. Castillo, Esq., at Curtis Castillo PC, in Dallas, Texas. About Remarkable Healthcare Remarkable Healthcare operates skilled nursing facilities in Dallas, Fort Worth, Prestonwood and Seguin, Texas. All Remarkable facilities are designed to meet the needs of patients requiring post-acute recovery and therapy or residents needing a longer-term stay. Services are tailored to each individual with the goal of facilitating increased strength and mobility while minimizing pain and impairment. Remarkable's programs are designed to help patients recover quickly from surgery, injury, or serious illness and speed up the recovery process. Remarkable Healthcare of Carrollton, LP and its affiliates filed voluntary petitions (Bankr. E.D. Tex. Lead Case No. 18-40295) on Feb. 12, 2018, seeking relief under Chapter 11 of the Bankruptcy Code. In the petitions signed by Laurie Beth McPike, president of LBJM, LLC, its general partner, Remarkable Healthcare of Carrollton, Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort Worth and Remarkable Healthcare of Seguin, each had estimated $1 million to $10 million in assets and liabilities; and Remarkable Healthcare had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the Debtors' counsel. The Office of the U.S. Trustee on March 19, 2018, appointed two creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Searcy & Searcy, P.C., as its legal counsel. SAN JACINTO VENTURES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- The Office of the U.S. Trustee on April 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of San Jacinto Ventures, LLC. About San Jacinto Ventures LLC San Jacinto Ventures, LLC filed as a domestic limited liability company in Texas on March 29, 2016, as recorded in documents filed with the Texas Secretary of State. San Jacinto Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31260) on March 4, 2019. 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 David R. Jones. Adelita Cavada Law is the Debtor's bankruptcy counsel. SANCILIO PHARMACEUTICALS: Amends Release Provisions in Plan ----------------------------------------------------------- The Sancilio Pharmaceuticals Company, Inc., et al., and the Official Committee of Unsecured Creditors filed a further revised Chapter 11 plan of liquidation and accompanying disclosure statement to disclose Plan releases. Section 13.6 of the Plan provides for broad releases by each Debtor, on behalf of its Estate, of any Causes of Action against the Released Parties (§ 3.1.63), which include (i) MidCap, (ii) the Prepetition Secured Parties, (iii) the lenders under the DIP, (iv) the Debtors' directors and officers as of the Petition Date, in their capacity as such, and (v) the respective directors, officers, principals, agents, affiliates, employees, and professionals of (i)-(iii). These releases exclude Causes of Action (i) arising out of or relating to any crime, willful misconduct, or gross negligence; or (ii) arising out of the Micelle Asset Purchase Agreement, the KD Asset Purchase Agreement, the Micelle Sale Order, the KD Sale Order, or any Plan Transaction. The Plan Proponents believe these releases are fully warranted in order to achieve a full, global and final resolution of all Causes of Action and potential Causes of Action that the Debtors may have. In addition, the Plan Proponents do not believe that there are any such Causes of Action against any Released Party that are viable in any event. Section 13.7 provides for broad releases of the Released Parties (§ 3.1.63) from any Causes of Action held by the Releasing Parties (Section 3.1.64), which include (i) MidCap, (ii) the Prepetition Secured Parties, (iii) the lenders under the DIP, and (iv) creditors who either (a) do not "opt out" of providing the releases, or (b) do not object to providing the releases. These releases exclude Causes of Action (i) arising out of or relating to any crime, willful misconduct, or gross negligence; or (ii) arising out of an Asset Purchase Agreement, Sale Order, or any Plan Transaction.. The Plan Proponents believe that these releases are consensual,in that a creditor’s failure to "opt out" or to object to the Plan will be deemed that creditor’s consent to provide the release. Exculpated Parties means (a) the Debtors, (b) the Debtors' directors and officers in their capacity as such during the Chapter 11 Cases, (c) the Debtors' retained professionals (i.e., Greenberg Traurig, LLP; Cassel Salpeter & Co., LLC; MCA Financial Group, Ltd.; and Stretto), in each case in their capacity as such, (d) the Creditors' Committee and all members thereof, in each case in their capacity as such, and (e) the Creditors' Committee’s retained professionals (i.e., Drinker Biddle & Reath LLP and Emerald Capital Advisors), in each case in their capacity as such. Released Parties means (a) MidCap, (b) the Prepetition Secured Parties, (c) the entities listed as lenders in, and otherwise from time to time party to, that certain DIP Credit and Security Agreement, dated as of June 5, 2018, (d) the Debtors' directors and officers as of the Petition Date, in their capacity as such, and (e) with respect to each person named in (a)-(c), such person's directors, officers, managers, shareholders, partners, members, Principals, employees, agents, affiliates, parents, subsidiaries, predecessors, successors, heirs, executors, and assignees, attorneys, financial advisors, investment bankers, accountants and other professionals or representatives, in each case in their capacity as such. Following the occurrence of the Effective Date, the Liquidating Trustee shall, by certification of counsel after consultation with the United States Trustee, request the Bankruptcy Court enter final decrees and orders closing the Chapter 11 Cases of Sancilio & Company, Inc. and Blue Palm Advertising Agency, LLC. Following closure of the Non-Lead Debtors' Chapter 11 Cases, any and all recourse for any Claims, Interests, or equitable relief with respect to the Non-Lead Debtors shall proceed exclusively in the Chapter 11 Case of Sancilio Pharmaceuticals Company, Inc., in accordance with the Plan and any Final Orders entered in the Chapter 11 Cases. All members, managers, officers, directors, employees, attorneys, other professionals, and agents of the Debtors who were in place on or prior to the Effective Date, in each case in his, her or its capacity as such (collectively, the "Indemnified parties"), shall each hold Allowed Claims for any and all rights and entitlements that the Indemnified Parties have or may have to indemnification, contribution, reimbursement or other payments, including damages, costs and expenses related thereto from the Debtors, including, without limitation, those arising in respect of or by reason of the fact that the Indemnified Parties served as managers or officers of the Debtors or their predecessors and served at the request of, or for the benefit of, the Debtors or their predecessors as managers or officers. The Indemnified Parties shall also each hold Allowed Claims for the right to all benefits under certain director and officer insurance programs and other insurance policies to which the Indemnified Parties are entitled in their current or former capacities as mangers or officers of the Debtors or their predecessors. A blacklined version of the Disclosure Statement dated April 4, 2019, is available at http://tinyurl.com/y5bwh8v9from PacerMonitor.com at no charge. Counsel for the Debtors are Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware; and Paul J. Keenan Jr., Esq., and John R. Dodd, Esq., at Greenberg Traurig, LLP, in Miami, Florida. Counsel for the Committee are Steven K. Kortanek, Esq., Patrick A. Jackson, Esq., and Joseph N. Argentina, Jr., Esq., at Drinker Biddle & Reath LLP, in Wilmington, Delaware. About Sancilio Pharmaceuticals Headquartered in Riviera Beach, Florida, Sancilio -- https://www.sancilio.com/ -- is a private pharmaceutical development and manufacturing company. Sancilio Pharmaceuticals Company, Inc., along with affiliates Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11333) on June 6, 2018. Sancilio Pharmaceuticals estimated $10 million to $50 million in assets and liabilities. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, Ltd. as financial advisor; and JND Corporate Restructuring as claims agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on July 3, 2018. The Committee tapped Drinker Biddle & Reath LLP as its legal counsel; and Emerald Capital Advisors as its financial advisor. TENDERLEAF VILLAGE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on April 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Tenderleaf Village, Inc. About Tenderleaf Village Inc. Tenderleaf Village owns two business properties in Lufkin, Texas, with a total current value of $2.7 million. The company is a tax-exempt entity (as described in 26 U.S.C. Section 501). Tenderleaf Village filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-31061) on February 28, 2019. In the petition signed by James Tran, director, the Debtor estimated $2,833,076 in assets and $1,923,273 in liabilities. The case has been assigned to the Hon. Jeffrey P. Norman. Julie Mitchell Koenig, Esq., at Cooper & Scully, PC, represents the Debtor as legal counsel. TRAILSIDE LODGING: Proposes to Sell Substantially All Assets ------------------------------------------------------------ Trailside Lodging, LP, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of the real property, improvements and personal property located at 237 N. First Street, Connellsville, Pennsylvania, upon which it operates a Cobblestone Hotel & Suites hotel, at auction. In the sound exercise of its business judgment and in accordance with the fiduciary duties owed to its estate, the Debtor has determined that it is in the best interest of its estate and creditors to pursue a sale of its Assets in accordance with Section 363 of the Bankruptcy Code. To the extent modified and/or otherwise approved by the Court, the Debtor proposes to sell its Assets in accordance with the Bid Procedures Order. On March 4, 2019, the Debtor filed an application to employ MBA Hotel Brokers, Inc. as its real estate broker to market the Assets for sale. MBA will market the Assets on the MBA website, and any other promotional channels as MBA may utilize, to procure prospective buyers. As more fully set forth in the Bid Procedures Motion, the Debtor believes that $2.75 million is a reasonable starting bid for the Assets. While it does not currently have a stalking horse bid submitted by a stalking horse bidder, the Debtor respectfully asks that the Court to approve certain bid protections, including an expense reimbursement, in the event a Stalking Horse Bidder is designated by the Debtor and is not otherwise approved as the successful bidder at the Sale Hearing. The Break Up Fee will be the lesser of: (i) the actual and reasonable out-of-pocket expenses, including reasonable attorneys' fees, incurred by a Stalking Horse Bidder in connection with the sale; or (ii) 3% of a Stalking Horse Bid. The Break Up Fee will only be payable if a Stalking Horse Bidder submits a Stalking Horse Bid by April 17, 2019, is ready, willing and able to close on a sale of the Assets, is not the Successful Bidder at the Sale Hearing, and the Successful Bidder (if not a designated Stalking Horse Bidder) actually closes on the sale of the Debtor's Assets. The next bid over and above the Listing Price will be $2,897,500, which is the Listing Price plus MBA's proposed commission (calculated at 5% of the Listing Price, or $137,500), plus $10,000. In the event the Debtor designates a Stalking Horse Bidder, the Initial Minimum Overbid will also include the amount approved as the Break-Up Fee. In the event the Debtor designates a Stalking Horse Bidder, the Debtor will file on the docket a Notice of Designation of Stalking Horse Bidder within 24 hours of such designation and will serve the Stalking Horse Notice on all creditors and parties-in-interest including any and all Potential Bidders that have executed a confidentiality agreement in furtherance of the transactions contemplated in the Sale Motion. The Debtor will further direct MBA to advertise the Stalking Horse Notice in the course of its marketing of the Debtor's Assets. It submits that, after the Initial Minimum Overbid, $10,000 is a reasonable bid increment for subsequent bids for its Assets. It also asks the authority assume and/or assume and assign the Assumed Contracts, each of which will be designed by any Qualified Bidder. The Debtor will provide each counterparty to an Assumable Contract with the Cure Notice identifying the Cure Amounts necessary to cure any defaults under each Assumable Contract. Each counterparty to an Assumable Contract will have an opportunity to object to both the Cure Amount for each Assumable Contract as well as the ability of the Successful Bidder to provide adequate assurance of future performance under each Assumed Contract. The assets to be acquired will be sold free and clear of all liens and claims (with such liens and claims to attach to the proceeds of the sale in the same order of priority) and sold "as is, where is," with limited representations or warranties, written or implied, but including free, clear and marketable title for the assets. The proposed sale of the Assets meets the sound business judgment test. A sale of the Debtor's Assets conducted pursuant to the Bidding Procedures represents the best opportunity for maximizing a return to its estate and creditors. Contemporaneously with the Motion, the Debtor has filed its Expedited Bid Procedures Motion, through which it asks the entry of an order establishing bidding procedures and protections for the sale of the Assets, as well as the procedures for the assumption and/or assumption and assignment of certain executory contracts and unexpired leases. Finally, the Debtor wants to close on the sale of the Assets as soon as reasonably practicable after the entry of the Sale Order. Pursuant to its agreement with TRF regarding the consensual use of Cash Collateral, the Debtor must close on the sale by June 10, 2019, which is 120 days after the Petition Date. As such, it asks the Court to waive the stay provided in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure, and asks that it be authorized and empowered to close the sale immediately upon entry of the Court’s Order approving the sale. About Trailside Lodging Trailside Lodging, LP, based in Pittsburgh, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-20524) on February 10, 2019. The Hon. Thomas P. Agresti oversees the case. In the petition signed by Nathan Morgan, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Debtor hired Whiteford Taylor & Preston, LLP, as counsel. TRANSACT HOLDINGS: S&P Assigns 'B-' ICR; Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned a 'B-' issuer credit rating to Transact Holdings Inc., an integrated payment and software solutions provider for post-secondary education institutions. Transact was acquired by Reverence Capital Partners from Blackboard Inc. for $715 million, funded by a $260 million first-lien term loan, $110 million second-lien term loan (unrated), and $360 million of sponsor common equity. S&P assigned a 'B' issue rating and '2' recovery rating to the company's first-lien debt, indicating estimated recovery of 70%. S&P's 'B-' issuer credit rating is based on its view of Transact's small scale compared to peers, slow and limited growth prospects of the number of higher education institutions in the U.S., high leverage of about 9x by the end of 2019, modest FOCF, and limited track record of operating as a standalone entity. Offsetting these factors are supportive integrated payments and campus security industry fundamentals, a good market position, recurring revenue base, and low client concentration risk. Transact provides integrated payments and campus software solutions for higher education institutions in the U.S. The company operates in two major segments: integrated payments; and campus commerce and engagement solutions (CC&E). Transact generates about 55% of its revenue from integrated payment solutions, whereby it provides a software platform to universities under 3-5 year contracts, enabling students to manage campus payments, including tuition. The company receives an average of 1% in net transaction processing fees (after paying an average of 1.75% to merchant acquirers) for facilitating payments primarily through its SmartPay solution as well as off-campus retail. Currently, about 50% of tuition in the U.S. is paid with checks. S&P expects the increasing adoption of electronic payments to largely drive revenue growth over the next few years, provided that payments made through the company's SmartPay solution continue to grow. Given the transactional nature of this segment and software agreements with universities, the rating agency views the company's revenue base to be fairly predictable. The stable outlook on Transact reflects S&P's expectation that industry growth should enable the company to grow revenues at the mid-single-digit percentage level, while maintaining its current profitability over the next 12 months, such that leverage will gradually reduce to about 9x by the end of 2019 and FOCF will total about $10 million in 2019. "We could lower the rating if the company is unable to maintain positive FOCF or leverage increases materially, such that we consider its capital structure to be unsustainable. This could occur if the company experiences significant customer losses or a deterioration in profitability. We could also lower the rating if we do not expect the company to maintain sufficient sources of cash to meet its liquidity needs," S&P said. "We could consider raising the rating if the company generates enough free cash flow from higher-than-expected revenue performance or improved margins such that it can repay debt ahead of scheduled amortization and deleverage below 6x," S&P said. VANGUARD NATURAL: Taps Prime Clerk as Claims Agent -------------------------------------------------- Vanguard Natural Resources, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Prime Clerk LLC as its claims, noticing and solicitation agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. It will also provide plan-related solicitation services including balloting, distribution of solicitation materials, and tabulation and calculation of votes. Prime Clerk will charge at these hourly fees: Claim and Noticing Rates: Analyst $30 - $45 Technology Consultant $55 - $95 Consultant/Senior Consultant $60 - $160 Director $170 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $185 Director of Solicitation $210 Prior to their bankruptcy filing, the Debtors provided the firm an advance fee in the amount of $100,000. Benjamin Steele, vice president of Prime Clerk, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Direct: (212) 257-5490 Mobile: 646-240-7821 E-mail: bsteele@primeclerk.com About Vanguard Natural Resources Vanguard Natural Resources Inc. -- https://www.vnrenergy.com/ -- is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States. Its assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Piceance Basin in Colorado, the Permian Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma, the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and North Texas, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Headquartered in Houston, the company and its affiliates have 295 employees. Vanguard Natural Resources and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-31786) on March 31, 2019. At the time of the filing, the Debtors disclosed $1.478 billion in assets and $1.196 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Blank Rome LLP as co-counsel with Kirkland; Evercore Group LLC as financial advisor and investment banker; Opportune LLP as restructuring advisor; and Prime Clerk LLC as claims and balloting agent and administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2019. WELDED CONSTRUCTION: Agent Buying Assets for $20 Million -------------------------------------------------------- Welded Construction, LP and Welded Construction Michigan, LLC, ask the U.S. Bankruptcy Court for the District of Delaware to authorize (i) the private sale of certain assets of the Debtors identified in the Agency Agreement for $20 million, subject to certain adjustments, free and clear of all Encumbrances; (b) them to enter into and perform their obligations under the Agency Agreement, dated March 22, 2019, with Gordon Brothers Commercial & Industrial, LLC and Ritchie Bros. Auctioneers (America) Inc. On Oct. 29, 2018, the Debtors retained Zolfo Cooper Management, LLC, nunc pro tunc to the Petition Date, to perform a variety of restructuring-related services in connection with these chapter 11 cases. The Debtors, with the assistance of AlixPartners, and in consultation with their counsel, investigated and analyzed a number of strategies to preserve and maximize the value of the Debtors' assets. As a result of their robust analysis, the Debtors concluded that, under the circumstances of these chapter 11 cases, the best way to maximize the value of their assets for the benefit of creditors was to conduct an orderly sale process for their equipment and similar assets with the assistance of an experienced professional liquidator and auctioneer. As a result, in December 2018, the Debtors commenced a nearly three-month competitive process to market their assets, solicit proposals and select a proposal(s) that would facilitate the Debtors' goal of maximizing the value of their assets. Of the parties contacted, six parties signed non-disclosure agreements in early January and received access to the Debtors' data room, which contained confidential information about the Debtors' owned and leased assets. Between Feb. 15 and 25, 2019, the Debtors received and negotiated final binding letters of interest from the three bidders. And, on Feb. 28, 2019, after receiving input from the Committee and the DIP Lender, the Debtors selected the bid submitted by Agent as the highest and otherwise best offer for the Assets. The Debtors' decision to proceed with the private sale of the Assets and enter into the Agency Agreement without conducting a formal (and second) auction process is a sound exercise of the Debtors' business judgment. The Debtors ran a fulsome competitive marketing and sale process with input and involvement from their key creditor constituencies. Proceeding by private sale, and without conducting a formal court-approved auction, significantly reduces the transaction costs and administrative expenses associated with the Sale. In addition, the Debtors believe that to unlock the greatest amount of value from the Assets, the Debtors require the services of a professional liquidator and auctioneer who has substantial experience with assets of this nature, which the Agent unquestionably has. The offer embodied in the Agency Agreement represents the highest or otherwise best offer for the Assets, and thus, under the circumstances, proceeding by private sale will maximize the value of the Assets realized by the Debtors' estates, for the benefit of all stakeholders. Further, the Debtors have worked with the Committee and the DIP Lender throughout the process. Upon the terms specified in the Agency Agreement, provided that the conditions precedent in Section 11 of the Agency Agreement have been satisfied, the Agent will pay to the Debtors $20 million on or before two Business Days after the entry of the Approval Order. A portion of the Guaranteed Amount will be applied by the Debtors first to repay the outstanding obligations under the DIP Facility. Upon the payment by the Agent of a portion of the Guaranteed Amount directed by the to the Agent pursuant to Section 5 of the Agency Agreement, the Agent's Lien will be released and, to the extent necessary, the Agent will sign any release documents reasonably requested by the Seller. All Proceeds of the Sale will be paid in the following order of priority: a. First, all aggregate Proceeds of the Sale up to the Guaranteed Amount will be paid on a monthly basis (or at such shorter intervals as determined by the Agent) to the Agent; b. Second, all aggregate Proceeds of the Sale after payment in full of amounts under clause First above will be paid to the Agent for payment in full of Agent's Base Fee of $2 million; c. Third, all aggregate Proceeds of the Sale after payment in full of amounts payable under clause Second above will be paid (i) 75% to the Seller and (ii) 25% to the Agent. The obligations of the Debtors pursuant to the Agency Agreement are subject to Court approval, and certain other customary conditions, as set forth in the Agency Agreement. The Debtors, in the exercise of their business judgment, believe that the Agent's Fee and the Agent's Sharing Amount are necessary and customary inducements for the Agent to enter into the Agency Agreement. The principal terms of the Agency Agreement are: a. Agent - Gordon Brothers Commercial & Industrial, LLC and Ritchie Bros Auctioneers (America) Inc. b. Guaranteed Amount - $20 million, subject to certain adjustments c. Sharing of Proceeds - Proceeds of the Sale will be paid in the following order of priority, subject in each case to any reductions, offsets or adjustments to the threshold amounts set forth in the Agency Agreement. d. Acquired Assets - Exhibit A to the Agency Agreement sets forth the Assets available for sale by the Agents , which Assets will include any rolling stock, inventory, IT assets, machinery, equipment, attachments, motor vehicles, GPS units associated with any equipment, rolling stock or motor vehicles, shop equipment and inventory, field support equipment, tooling, tools and other owned personal property and other assets, together with manuals (to the extent available), certificates of title machinery history documentation (including all usage, maintenance and repair records to the extent available), manufacturer and other warranties (to the extent legally permissible) and spare parts associated with or related to the Assets, as the same will exist on the date the Approval Order is entered by the Court (other than the Excluded Assets) and located at or in the Seller's Locations set forth on Exhibit C to the Agency Agreement and made a part thereof that are owned or leased by any Seller, and the Leased Equipment set forth on Exhibit E to the Agency Agreement. e. Assumed Liabilities - The Agent or purchasers at the Sale will be responsible for all out-of-pocket costs and expenses of the Sale, other than any costs or expenses otherwise set forth in the Agency Agreement that the Seller has agreed to pay. f. Representations, Warranties, and Covenants - The Agency Agreement includes representations, warranties and covenants made or agreed to by the parties typical and customary for transactions of this kind. g. Use of Proceeds - The Debtors expect to use a portion of the Proceeds of the Sale to pay off the DIP Facility and fund operations. h. Credit Bid - None i. Relief from Bankruptcy Rule 6004(h) - The Approval Order provides that the stay provided by Bankruptcy Rule 6004(h) is waived and the Approval Order will be effective immediately upon entry. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Welded_Construction_581_Sales.pdf A hearing on the Motion is set for April 12, 2019 at 2:00 p.m. (ET). The objection deadline is April 5, 2019 at 4:00 p.m. (ET). The Agent: GORDON BROTHERS COMMERCIAL & INDUSTRIAL, LLC 800 Boylston Street, 27th Floor Boston, MA 02199 Attn: Robert Himmel - and - RITCHIE BROS. AUCTIONEERS (AMERICA), INC. 4000 Pine Lake Road Lincoln, NE 68516 Attn: Zac Dalton E-mail: zdalton@ritchiebros.com The Agent is represented by: CHOATE, HALL & STEWART LLP Two International Place Boston, MA 02110 Attn: Doug Gooding, Esq. Facsimile: (617) 248-5277 E-mail: dgooding@choate.com About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P, is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also tapped Zolfo Cooper Management, LLC and the firm's managing director Frank Pometti who will serve as their chief restructuring officer. WESTERN HOST: Cranes Buying Old San Juan Commercial Bldg. for $1.5M ------------------------------------------------------------------- Western Host Associates, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the sale of the four-story hotel building constructed in reinforced concrete and concrete blocks, located at 202 San Jose Street, Old San Juan, Puerto Rico, with 487 square meters, Cranes, LLC for $1.5 million. Triangle Cayman Asset Co. filed proof of claim #12-1 in the amount of $4,687,788. On March 19, 2019, the Court held a hearing in which granted Triangle their request to lift the automatic stay, and also, granted Triangle’s request to receive the funds consigned from the insurance in the amount of $633,806. In the case, the Debtor asked an appraisal in which the property is valued at $1.5 million. The Debtor received an offer from Cranes, through their authorized representative Mr. Mauricio Noguera, to purchase the building in the amount of $1.5 million. Said transaction is being made in good faith and at fair market value. It is the Debtor's intention to pay the following secured creditors with the amount offered: a) Municipal Revenue Collection Center ("CRIM"), and b) Triangle. The amount owed to CRIM, according to their proof of claim, is $68,161. According to the appraisal the property's market value is in the amount of $1.5 million; which would be Triangle's secured portion; pending is a 3012 motion filed by the Debtor. Therefore, the amount of $1.5 million would be disbursed in the following manner: a) The amount of $68,161 for CRIM according to the certification included with their proof of claim. b) The amount of $1,428,000 for Triangle as a payoff of the debt, if the amount of $633,806 is returned to the estate. The Debtor filed reconsideration to that end, if Triangle is to keep the amount of $633,806 from the insurance then it should be subtracted from the $1,428,000 and Triangle would receive $798,033. In this case, included in schedule E/F is Mr. Jesús M. Ruiz Brignoni recognized as an unsecured creditor. He is not a secured creditor because, after Triangle, there is no equity left for him to be recognized as secured. Therefore, he is unsecured as to the whole amount. The offer is made so that the sale will transfer the property free and clear of any liens. The Debtor asks that the present motion announcing the sale of the property be approved. The sale is made in favor of buyers with no attachments or liens. A copy of the Offer attached to the Motion is available for free at: http://bankrupt.com/misc/WESTERN_HOST_146_Sales.pdf About Western Host Associates Western Host Associates, Inc., owns a four-story commercial hotel building located at 202 San Jose Street, Old San Juan, Puerto Rico. The hotel is currently non-operational and is valued by the company at $1.35 million. The company previously sought bankruptcy protection on Nov. 14, 2012 (Bankr. D.P.R. Case No. 12-09093) and on May 19, 2011 (Bankr. D.P.R. Case No. 11-04152). Western Host Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-02696) on May 15, 2018. In the petition signed by Luis Alvarez, president, the Debtor disclosed $1.36 million in assets and $4.82 million in liabilities. Judge Brian K. Tester oversees the case. The Debtor tapped Gratacos Law Firm, PSC, as its legal counsel and the Law Offices of Jose R. Olmo-Rodriguez, as special counsel. ZINC-POLYMER PARENT: S&P Assigns 'B' ICR; Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Zinc-Polymer Parent Holdings LLC (Process Solutions). At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's senior secured credit facility, which comprises a $355 million first-lien term loan and a $50 million revolving credit facility (RCF) that the rating agency expects to be undrawn at close. "Our 'B' issuer credit rating primarily reflects the company's limited scale relative to that of its higher-rated peers and its participation in highly competitive and fragmented markets. Moreover, the company has moderate customer concentration and limited geographic diversity, in our view," S&P said. "Although Process Solutions faces competition from its direct market rivals, it differentiates itself by offering reliable, customizable, and quality products, which has provided it with strong market positions in its niche markets. Additionally, while we view its leverage as high (S&P adjusted debt to EBITDA of more than 5x), we expect the company to modestly reduce its leverage over the next 12-18 months through cost efficiencies and the ramp up of its recent contracts," S&P said. The stable outlook on Process Solutions reflects S&P's expectation that the company's debt leverage will remain in the 5x-6x range over the next 12 months as it realizes the benefits from its recent contracts and operating improvements. Although S&P expects the company's adjusted EBITDA to improve this year, the rating agency said the company could face moderate cost headwinds as it transitions toward operating as an independent entity. "We could lower our rating on Process Solutions if expenses continue to weigh on its EBITDA for the foreseeable future or if the company fails to retain some of its key customers such that we believe its leverage will deteriorate to 6.5x or above. We could also lower our rating if Process Solutions undertook debt-funded acquisitions or shareholder returns that cause its leverage to increase to the same level," S&P said. "It is unlikely that we will raise our ratings on Process Solutions over the next 12 months given our forecast for elevated leverage. However, we could raise our rating if the company reduces its debt to EBITDA comfortably below 5.0x. We would also need to be confident that it will maintain financial policies, specifically around potential future acquisitions and shareholder returns, that would enable it to sustain this level of leverage," S&P said. ********* 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 ***