/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190521.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 21, 2019, Vol. 23, No. 140 Headlines 160 ROYAL PALM: Exclusive Filing Period Extended Until June 28 2950 W. GOLF: Case Summary & 3 Unsecured Creditors ALGONQUIN POWER: Fitch Rates 2019-A Junior Sub. Notes 'BB+' ALIKE INC: Unsecured Creditors to Get 100% in 60 Payments ALLY FINANCIAL: S&P Rates Senior Unsecured Debt 'BB+' AMERICAN AIRLINES: Fitch Rates Senior Unsecured Notes 'BB-'/'RR4' AMERICAN AIRLINES: Moody's Rates Senior Unsec. Notes Due 2022 'B1' AMERICAN AIRLINES: S&P Rates New $350MM Senior Unsecured Notes BB- AMERICAN FORKLIFT: Unsecureds to Get $25K From Plan Pool AOG ENTERTAINMENT: Ct. Abstains from Deciding in Trust Suit vs APG APC AUTOMOTIVE: Moody's Lowers CFR to Caa2, Outlook Still Negative APEX XPRESS: Local 807 Fund Objects to Disclosure Statement ARALEZ PHARMACEUTICALS: Court Approves Disclosures, Confirms Plan ARBORSCAPE INC: Court Confirms Amended Reorganization Plan ARCHBISHOP OF AGANA: Seeks More Time to File Bankruptcy Plan ASPEN CLUB REDEVELOPMENT: Case Summary & 14 Unsecured Creditors ATKINS NUTRITIONALS: Moody's Alters Outlook to Pos., Affirms B1 CFR ATLANTIC & PACIFIC: W. Vogric Suit vs PAI Restored to Active Status AVERY'S USED CARS: Proposed Auction Sale of Used Vehicles Approved BAKER AND SONS: Seeks to Extend Exclusive Filing Period to May 29 BLINK CHARGING: Reports $1.89 Million Net Loss for First Quarter BLUE EAGLE FARMING: June 12 Plan Outline Hearing Set BREDA: Amended Disclosures OK'd; August 8 Plan Confirmation Hearing BRISTOW GROUP: Davis Polk Advises Ad Hoc Group of Noteholders CABLEVISION SYSTEMS: Fitch Affirms Then Withdraws 'B+' IDR CAMELOT UK: S&P Alters Outlook to Positive, Affirms 'B' ICR CAPRIATI CONSTRUCTION: Nations Fund Suit Dismissed With Prejudice CARRIAGE SERVICES: Moody's Alters Outlook on B1 CFR to Negative CHERRY BROS: Committee Hires Gavin Solmonese as Financial Advisor CLINTON COUNTY HOSPITAL: Summary Ruling in Malpractice Suit Upheld CONSUMER ADVOCACY: U.S. Trustee Unable to Appoint Committee COPPER CANYON: July 29 Plan Confirmation Hearing CREATIVE FOODS: Creditors' Bid for Abandonment of Property Granted CURTIS JAMES JACKSON: Court Narrows Claims in Suit vs Reed Smith D/K MECHANICAL: Ct. Upholds Denial of New Trial Bid vs M. Berger DEAN FOODS: Moody's Lowers CFR to 'Caa1', Outlook Negative DITECH FINANCIAL: Court Dismisses RJRN Appeal without Prejudice DITECH FINANCIAL: Ct. Dismisses Appeal vs Premier One w/o Prejudice DITECH HOLDING: Global Settlement Incorporated in Latest Plan DITECH HOLDING: Inks Plan Settlement with Creditors' Committee DNIB UNWIND: Court Affirms Denial of BEC Bid for Determination DXP ENTERPRISES: S&P Alters Outlook to Positive, Affirms 'B' ICR EDGEMERE, TX: Fitch Removes 'BB-' on $112MM Bonds From Watch Neg. EDWARD'S BODY: Seeks to Extend Exclusive Filing Period to Aug. 5 ELANAR CONSTRUCTION: Exclusive Filing Period Extended Until Aug. 15 EMPIRE GENERATING: Case Summary & 20 Largest Unsecured Creditors EUROPACORP S.A.: Chapter 15 Case Summary FAYETTE MEMORIAL: Seeks to Extend Exclusive Filing Period to June 7 FINCO I LLC: S&P Affirms 'BB' Issuer Credit Rating; Outlook Stable FIRST NBC BANK: Hearing on Amended Disclosures Set for June 12 FIVE J'S AUTO: Voluntary Chapter 11 Case Summary FLAMINGO/TENAYA: Unsecureds to Recoup 50% Paid Quarterly Over 2 Yrs FLEX ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable FORESIGHT ENERGY: Fitch Affirms 'B-' IDR, Outlook Stable FOREVER PROPANE: Bid for Reconsideration of Case Dismissal Junked FTI CONSULTING: S&P Affirms 'BB+' ICR on Strong Growth GAMESTOP CORP: Moody's Cuts CFR to Ba2, Alters Outlook to Negative GATEWAY WIRELESS: Seeks to Extend Exclusivity Period to July 12 GEIST SPORTS: Seeks to Hire Redman Ludwig as Attorney GENESIS ENERGY: Moody's Alters Outlook on Ba3 CFR to Stable GIGAMON INC: Fitch Alters Outlook on 'B' LT IDR to Negative GLYECO INC: Incurs $1.7 Million Net Loss in First Quarter GREAT LAKES: Moody's Hikes CFR to B2 & Senior Unsec. Notes to B3 GREATBATCH LTD: Moody's Hikes CFR to B1, Alters Outlook to Positive GREEKTOWN HOLDINGS: Dismissal of Trustee Suit vs Tribe Upheld GUERRERO DELI: Seeks to Hire Tomas Espinosa as Attorney GULF COAST: Yarnell & Peterson Objects to Disclosure Statement HARROGATE INC: Fitch Affirms BB Rating on $8.4MM 1997 Bonds HB2 LLC: Case Summary & 2 Unsecured Creditors HEART OF FLORIDA: Exclusive Filing Period Extended Until July 31 HOLLANDER SLEEP: Files Voluntary Chapter 11 Bankruptcy Petition HOSNER HOLDINGS: Court Approves Disclosures, Confirms Plan ICONIX BRAND: Posts $17.9 Million Net Income in First Quarter IGOR ERIC KUVYKIN: Court Converts Chapter 11 Case to Chapter 7 INTEGRITY BRANDS: Hires Katz Partners as Sales Consultant INTELLICARE NETWORK: June 18 Hearing on Disclosure Statement INTRINSIC HOSPITALITY: Lindauer Creditors Object to Plan Outline INTRINSIC HOSPITALITY: SE LA Hotel Objects to Disclosure Statement ITALO-AMERICAN CITIZENS: June 20 Approval Hearing on Plan Outline J. COPELLO INTERNATIONAL: Hires French Lyon as Special Counsel JCV TRUCKING: Plan, Disclosure Statement Hearing Set for June 18 JOAN KATHRYN LIVDAHL: Court Junks Bid for Award of Attorney's Fees JPM REALTY: Seeks More Time to File Bankruptcy Plan KEVIN J. HAAS: $35K Sale of Hancock County Parcel Approved KONA GRILL: U.S. Trustee Forms 5-Member Committee LIFE SETTLEMENTS: Seeks More Time to File Bankruptcy Plan LODESTONE OPERATING: Convenience Claims to Get 50% in New Plan LUCID ENERGY: S&P Assigns 'B' Rating to $100MM Sec. Term Loan B-2 MANNKIND CORP: Signs Marketing Agreement with AMSL Diabetes MAURICE SPORTING: Seeks to Hire FGMK LLC as Tax Consultant MCMAHAN-CLEMIS INSTITUTE: Unsecureds to Get $115K Under Plan MELISSA VILLASENOR: $735K Sale of Austin Property Approved MESABI METALLICS: Ct. Partly Grants GPIOP Bid for Summary Judgment MFL INC: Unsecured Creditors to be Paid from Disposable Income MICHAEL D. COHEN: Hires Kramon & Graham as Special Counsel MILLENNIUM LAB: JP Morgan's Bid to Dismiss Trustee Suit Nixed MJW FILMS: Seeks to Extend Exclusive Filing Period to June 24 MLW LLC: Seeks More Time to File Bankruptcy Plan MULTICULTURAL COMMUNITY: Unsecureds to Get $1,950 Quarterly in Plan MUNCHERY INC: Sale of Miscellaneous Property Approved NATOMA STATION: Court Denies Approval of Disclosure Statement NAUTILUS POWER: Moody's Affirms B1 on Sec. Debt Amid Add'l. Loan NOBLE REY: Adds Classes of Comptroller, Pawnee Leasing Claims NORTHWEST BAY: Seeks to Hire Walsh & Walsh as Special Counsel NOVABAY PHARMACEUTICALS: Reports $4.18 Million Q1 Net Loss NOWELL TREE: Seeks to Extend Exclusive Filing Period to June 7 NSC WHOLESALE: Unsecureds to Get 20% of First $965K Proceeds NUSTAR ENERGY: Moody's Alters Outlook on Ba2 CFR to Stable NUSTAR LOGISTICS: Fitch Rates New Sr. Unsec. Notes Due 2026 'BB' OAK RIVER ASSET: Seeks to Hire Grobstein Teeple as Accountant OAKLAND PHYSICIANS: 2 Counts Withdrawn in Trustee Suit vs Singhal OUTLOOK THERAPEUTICS: Posts $11.3 Million Net Loss in 2nd Quarter PARDUE HOLDINGS: June 11 Plan Confirmation Hearing PARDUE HOLDINGS: Unsecureds to be Paid $1K Monthly Over 5 Years PG&E CORP: Calif. Governor Pushes to Limit Exclusivity Extension PG&E CORP: Jones Day Represents Shareholders PG&E CORPORATION: Seeks More Time to File Bankruptcy Plan PRECIPIO INC: Reports $1.65 Million Net Loss for First Quarter PRESSURE BIOSCIENCES: Posts $3.47 Million Net Loss in 1st Quarter PUMAS CAB: NY DOTF to Get Lump Sum Payment in 3rd Amended Plan QMAX SOLUTIONS: S&P Assigns Prelim 'B-' ICR on Acquisitive Growth QUARRY SERVICES: Hires Barnett & Stegall as Accountant QUIZHPI CAB: PI Claimants to Get Payment for Insurance Coverage RANDALL BLANCHARD: 9th Cir. Affirms Disallowance of Temecula Claim RECREATE MED: Unsecured Creditors to Get 12 Monthly Payments REGDALIN PROPERTIES: $915K North Hollywood Property Sale Okayed REGDALIN PROPERTIES: Trustee's $950K Sale of Carson Property Okayed RICHARD DAVIS: Summary Judgment in Favor of SLFF Partly Upheld RUDALEV 2: Unsecured Creditors to Get Nothing Under Plan RXSPORT CORP: Seeks to Extend Exclusive Filing Period to July 9 SANGO POOL: To Pay Unsecureds $100 in 60 Monthly Installments SCANDIA SPA CENTER: June 18 Plan and Disclosures Hearing Set SEARS HOLDINGS: DoL Secretary Objects to Disclosure Statement SEBA BROS: Discloses Bid to Borrow $329K from Ag Resource SENIOR HOUSING: Moody's Cuts Senior Unsecured Debt Rating to Ba1 SHORT ENVIRONMENTAL: Plan to be Funded from Continued Operation SOUTHFRESH AQUACULTURE: Seeks More Time to File Bankruptcy Plan SPANISH BROADCASTING: Posts $3.93 Million Net Loss in 1st Quarter STAR MOUNTAIN: Agrees to Support Committee-Proposed Plan STEVE SHICKLES, JR: $130K Sale of 2017 Tiffin Motorhome Approved STEVE SHICKLES, JR: $50K Sale of 2018 BMW M4 Approved SUNGARD AS: Moody's Assigns Caa1 CFR Amid Post-Bankruptcy Financing SUNPLAY POOLS: Exclusive Filing Period Extended Until Oct. 31 TADA VENTURES: U.S. Trustee Unable to Appoint Committee TANGO TRANSPORT: NIC's Bid for Summary Judgment Partly OK'd TERRAVISTA PARTNERS: U.S. Trustee Objects to Disclosure Statement TITAN INTERNATIONAL: S&P Alters Outlook to Stable, Affirms B- ICR TLC CONSTRUCTION: Hires Koenig Dunne PC as Attorney TOTAL FINANCE: Seeks to Extend Exclusive Filing Period to Sept. 11 TRACEY BARON: D. Deem's Partial Summary Ruling Bid Partly OK'd TRANSOCEAN SENTRY: Moody's Rates New $500MM Secured Notes 'B1' TRANSOCEAN SENTRY: S&P Rates New Private $500MM Sec. Notes 'B+' TRAVERSE MIDSTREAM: S&P Alters Outlook to Negative, Affirms B+ ICR TRIANGLE PETROLEUM: Hires Epiq as Claims and Noticing Agent TROIANO TRUCKING: Hires Accounting Solutions as Accountant TUTOR PERINI: Moody's Lowers CFR to B1, Outlook Remains Stable UBALDO JUAREZ: Court Junks Creditors' Bid for Stay Pending Appeal UNITED CONSTRUCTION: Business Income to Fund Proposed Plan VERITY HEALTH: Seeks to Extend Exclusive Filing Period to Aug. 26 VERTAFORE INC: Moody's Alters Outlook on B3 CFR to Negative VICTORY CAPITAL: Moody's Assigns Ba3 Rating on Sr. Secured Debt VSOP, LLC: Seeks to Hire Whiteford Taylor as Attorney WALKER LAND: SAGN Suit Remanded to Idaho State Court WEBSTER PLACE: Suit vs Ramco-Webster Remanded to State Court WELLS FARGO: Court Dismisses Leramo Suit With Prejudice WESTERN RESERVE: U.S. Trustee Forms 3-Member Committee [^] Large Companies with Insolvent Balance Sheet ********* 160 ROYAL PALM: Exclusive Filing Period Extended Until June 28 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida extended the period during which 160 Royal Palm, LLC has the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan through June 28. The court also extended to June 28 the deadline for the company to file its plan and disclosure statement. 160 Royal said the extension will allow the company to finalize its plan of reorganization after having spent "considerable time" litigating with its largest creditor KK-PB Financial, LLC. The company had previously obtained court orders estimating KK-PB's $39 million secured claim at zero and approving the sale of substantially all of its properties. The sale order is currently subject to appeal at the U.S. Court of Appeals for the Eleventh Circuit. About 160 Royal Palm 160 Royal Palm, LLC is a Florida limited liability company, which owns prime real property consisting of a partially constructed hotel/condominium located at 160 Royal Palm Way, Palm Beach, Florida. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. The case has been assigned to Judge Erik P. Kimball. The Debtor tapped Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., as its counsel, and Greenberg Traurig, P.A. as its special counsel and title agent. No official committee of unsecured creditors has been appointed in the Debtor's case. 2950 W. GOLF: Case Summary & 3 Unsecured Creditors -------------------------------------------------- Debtor: 2950 W. Golf, LLC 2950 W. Golf Road Rolling Meadows, IL 60008 Business Description: 2950 W. Golf LLC was formed in 2014 to acquire a property that had been developed into a health club and restaurant. The Company previously sought bankruptcy protection on Dec. 11, 2017 (N.D. Ill. Case No. 17-36643). Chapter 11 Petition Date: May 16, 2019 Court: United States Bankruptcy Court Northern District of Illinois (Eastern Division) Case No.: 19-14111 Judge: Hon. Donald R Cassling Debtor's Counsel: Penelope N. Bach, Esq. BACH LAW OFFICES, INC. P.O. Box 1285 Northbrook, IL 60065 Tel: 847 564-0808 Fax: 847 564-0985 Email: pnbach@bachoffices.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Madan Kulkarni, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ilnb19-14111.pdf List of Debtor's Three Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Neal Gerber & Eisenberg $240,000 Attn: David S. Martin 2 N LaSalle St., Suite 1700 Chicago, IL 60602 2. The Golding Law $70,000 Offices, P.C. 500 N. Dearborn St, 2nd Fl Chicago, IL 60654 3. Wolf & Tennant $35,000 Attn: James H. Wolf 33 N. Dearborn St. Suite 800 Chicago, IL 60602 ALGONQUIN POWER: Fitch Rates 2019-A Junior Sub. Notes 'BB+' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Algonquin Power & Utilities Corp.'s (APUC) $350 million issuances of 6.2% fixed-to-floating rate junior subordinated notes (JSNs) series 2019-A due July 1, 2079. The notes are unsecured obligations. For analytical purposes, Fitch will assign these JSNs 50% equity credit due to their 60-year maturity and ability to defer interest payments for up to five consecutive years. Net proceeds will be used to repay existing indebtedness under APUC's term credit facility entered into on Dec. 21, 2017, to partially finance APUC's acquisition of Enbridge Gas New Brunswick Limited Partnership and for general corporate purposes. APUC's Long-Term Issuer Default Rating (IDR) is 'BBB'/Stable. KEY RATING DRIVERS Diversified Portfolio of Utility Assets: APUC's regulated utility subsidiary, Liberty Utilities Co. (LUCo), accounted for nearly 80% of consolidated EBITDA in 2018. LUCo consists of a diversified portfolio of 38 regulated utility systems spread across 12 states, all located in the U.S. The assets are further diversified among electric (62% of operating profit), natural gas (25% of operating profit) and water (13% of operating profit). This asset diversification mitigates the company's exposure to any regional or state-specific shocks that could affect cash flows. LUCo was built from several acquisitions, the most significant of which was the acquisition of The Empire District Electric Company (Empire District) on Jan. 1, 2017. Empire District accounted for 56% of LUCo's EBITDA in 2018. Fitch expects LUCo to remain acquisitive, primarily looking for smaller utility systems that could benefit from operational efficiencies. LUCo has a strong track record of improving performance at the utilities it acquires. Improving Regulatory Environment: LUCo's overall regulatory environment is considered balanced and has improved in recent years. Significant improvement occurred in 2018 in Missouri, LUCo's largest state of operations. The legislation was signed June 1, 2018, that allows for revenue decoupling at all electric utilities in Missouri, effective Jan. 1, 2019. Two-thirds of LUCo's utility revenue is now fully decoupled, providing for more stability and predictability to earnings and cash flows. The Missouri legislation allows electric utilities to opt out of revenue decoupling if they would prefer to defer for future recovery 85% of all new depreciation expense, with the resulting regulatory asset balances subject to carrying charges at the utility's weighted average cost of capital and amortized over a 20-year period once included in rates. LUCo has been able to effectively manage its operations to earn an aggregate realized ROE near its average authorized ROE of 9.6%. The company has been able to maximize its returns by keeping O&M expense low, optimizing capital deployment and using cost recovery riders to help limit its average regulatory lag to six months. LUCo's efficient utility operations also resulted in lower customer rates than many of its utility peers. Fitch believes LUCo's balanced and improving regulatory environment supports its solid business risk profile. LUCo's Strong Organic Growth Opportunities: LUCo benefits from organic growth in the form of pipe replacement, reliability improvements and the Granite Bridge natural gas lateral project. The largest of the company's projects is its USD1.4 billion "greening the fleet" initiative, which primarily involves retiring some of Empire District's coal-fired generation facilities and replacing the lost generation capacity with 600MW of wind power facilities in Missouri. A regulatory decision is pending regarding the recovery method of these future costs through rates. Timely recovery of costs associated with the 600MW wind power investment would be important for LUCo to maintain a supportive financial profile during this large project. Conservatively-Managed Power Generation Business: APUC's unregulated power generation subsidiary, Algonquin Power Co., doing business as Liberty Power, ( LPCo) accounted for roughly 20% of APUC's consolidated EBITDA in 2018. LPCo consists of 39 power facilities, providing for a meaningful amount of asset diversification. Approximately 70% of LPCo's EBITDA is derived from U.S.-based assets, with 30% of EBITDA from Canadian assets. LPCo owns and operates 1.5GW of combined gross generating capacity, of which 76% is onshore wind, 8% is thermal, 8% is hydro and 8% is solar. Although Fitch views the unregulated power generation business as somewhat riskier than regulated utilities, LPCo's conservative management of the business mitigates much of this increased risk. Long-term power purchase agreements (PPAs) with investment-grade counterparties cover 86% of LPCo's generation. The average length of LPCo's PPAs is 14 years, providing a long timeline of high profitability margins and relatively stable and robust cash flows. LPCo maintains a moderate amount of leverage on the business, with Fitch expecting FFO-adjusted leverage to average 4.1x-4.4x through 2020. LPCo's Strong Organic Growth Opportunities: LPCo's power generation business has exhibited strong and steady growth over the past few years, with installed capacity growing at an 8% CAGR over 2013-2018 and operating profit growing at a 10% CAGR over 2013-201 8. Fitch expects growth to continue, supported by LPCo's large backlog of projects. LPCo also has the ability to use 450MW worth of wind turbines that fall under the safe harbor provision, enabling the company to receive the full benefit of production tax credits once these turbines are put into service during the next two years. Supportive Consolidated Financial Metrics: APUC's financial profile is supported by stable and predictable earnings from LUCo's regulated utility operations and strong cash flows from LPCo's power generation business. Fitch expects FFO-adjusted leverage to average 4.8x-5.2x and FFO fixed-charge coverage to average 3.8x-4.3x through 2020. These metrics are supportive of APUC's 'BBB' Long-Term IDR. Ownership Interest in Atlantica Yield: APUC's ratings also consider the company's ownership interest in renewable energy yield company Atlantica Yield (AY). Abengoa-Algonquin Global Energy Solutions (AAGES), APUC's 50/50 joint venture with Abengoa S.A., currently owns 41.5% of the common shares of AY. APUC owns 100% of AAGES' economic interest and voting rights in AY through its ownership of AAGES' preferred shares. Fitch considers AY's credit quality to be weaker than that of APUC. Fitch has made conservative projections for AY's distributions to APUC to help account for increased risk with AY's operations, particularly due to AY's exposure to a possible decrease in returns at its Spanish solar facilities. AAGES represents a relatively small amount of APUC's consolidated EBITDA, limiting the impact that any negative event at AY could have on APUC's credit quality. APUC/LUCo Rating Linkage: Fitch uses a bottom-up approach in determining the ratings, and the APUC/LUCo linkage follows a weak parent/strong subsidiary approach. Fitch considers LUCo to be stronger than APUC due to LUCo's solid regulated utility operations and APUC's exposure to LPCo's relatively riskier unregulated power generation business. There is moderate linkage between the Long-Term IDRs of LUCo and APUC. The moderate linkage is supported by separate financing through LUCo's financing affiliate company, LU Finance GP1, along with LUCo's strategic importance to APUC by accounting for 80% of consolidated EBITDA. Fitch would not allow APUC's Long-Term IDR to be higher than that of LUCo, although LUCo's Long-Term IDR could be up to one notch higher than that of APUC. APUC/LPCo Rating Linkage: Fitch uses a bottom-up approach in determining the ratings, and the APUC/LPCo linkage follows a strong parent/weak subsidiary approach. Fitch considers APUC to be stronger than LPCo due to APUC's beneficial exposure to LUCo's regulated utility operations. There is weak linkage between the Long-Term IDRs of LPCo and APUC. The weak linkage is supported by weaker strategic ties between APUC and LPCo than between APUC and LUCo. Fitch would not allow LPCo's Long-Term IDR to be higher than that of APUC, although LPCo's Long-Term IDR could be up to two notches lower than APUC's Long-Term IDR. DERIVATION SUMMARY APUC's 'BBB' Long-Term IDR is appropriately positioned relative to peer parent holding companies, NextEra Energy, Inc. (NextEra; A-/Stable), AVANGRID, Inc. (BBB+/Stable) and CenterPoint Energy, Inc. (CenterPoint; BBB/Stable). APUC's proportion of consolidated EBITDA generated from regulated utility operations is 80%, more than NextEra (70%), CenterPoint (70%) and AVANGRID (75%-80%). Fitch projects APUC's consolidated FFO-adjusted leverage to average 4.8x-5.2x through 2020, weaker than NextEra (3.6x-4.1x) and AVANGRID (4.2x-4.6x), but slightly stronger than CenterPoint (5.5x). APUC's weaker leverage metrics and much smaller scale of operations support APUC's lower relative rating compared to NextEra and AVANGRID. CenterPoint's diversified utility operations and supportive regulatory environment are stronger than APUC 's; however, APUC's unregulated generation business provides cash flows that are much more stable and predictable than CenterPoint's unregulated midstream operations and other non-utility businesses. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer -- LUCo's capex totaling USD3.3 billion over 2018-2021, USD1.1 billion of which is for 600MW of wind power investments in 2020 and 2021; -- LPCo's capex totaling USD1.3 billion over 2018-2021; -- Timely recovery of costs associated with LUCo's 600MW wind power investment in Missouri; -- Normal weather and renewable energy production. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to a Positive Rating Action -- Consolidated FFO-adjusted leverage expected to be less than 4.5x on a sustained basis; -- APUC's ratings are capped by the ratings on LUCo; LUCo's Long-Term IDR would need to be upgraded in order for APUC's Long-Term IDR to be upgraded. Developments That May, Individually or Collectively, Lead to a Negative Rating Action -- Consolidated FFO-adjusted leverage expected to exceed 5.7x on a sustained basis; -- A downgrade of LUCo's Long-Term IDR would result in a commensurate downgrade of APUC's Long-Term IDR. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch considers liquidity to be adequate for APUC and its operating subsidiaries LPCo and LUCo. APUC's liquidity includes a CAD165 million senior unsecured revolving credit facility (RCF) that matures Nov. 19, 2019. APUC had USD67.9 million of borrowings and USD16.5 million of LCs issued under its RCF as of March 31, 2019. LUCo's liquidity is primarily supported by a USD500 million senior unsecured RCF and a USD150 million CP program. The RCF matures Feb. 23, 2023. LUCo had USD 118 million of borrowings and USD 7.8 million of LCs issued under its RCF as of March 31, 2019. LPCo's liquidity is primarily supported by a USD500 million senior unsecured RCF that matures Oct. 6, 2023. LPCo also has a USD200 million LC facility that matures Jan. 31, 2021. LPCo did not have any borrowings under its RCF but had USD92 .3 million of LCs issued as of March 31, 2019. APUC's operating subsidiaries require modest amounts of cash on hand to fund their operations; APUC had USD85 million of unrestricted cash and cash equivalents as of March 31, 2019. ALIKE INC: Unsecured Creditors to Get 100% in 60 Payments --------------------------------------------------------- Alike, Inc., filed a plan of reorganization and accompanying disclosure statement proposing to pay allowed unsecured creditors 100% of their allowed claims in 60 payments. Class 9 Claimants (Allowed Unsecured Creditors) are impaired and will be satisfied as follows: All allowed unsecured creditors will share pro rata in the unsecured creditors pool. The Debtor will make monthly payments commencing on the Effective Date of $500 into the unsecured creditors' pool. The Debtor will make distributions to the Class 9 creditors every 90 days commencing 90 days after the Effective Date. The Debtor will make a total of 60 payments or until the unsecured creditors have been paid in full. Based upon the Proofs of Claim and the Debtor's Schedules the unsecured creditors should receive approximately 100% of their allowed claims. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y2zxg2dm from PacerMonitor.com at no charge. Eric A. Liepins, Esq., in Dallas, Texas, represents the Debtor. About Alike Inc. Alike, Inc., operates a convenience store located at 2860 E. Ledbetter in Dallas, Texas. It also owns other real properties in the same location, one of which it currently rents out. Alike sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 18-33954) on Dec. 3, 2018. The Debtor previously filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-32174) on June 2, 2016. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. ALLY FINANCIAL: S&P Rates Senior Unsecured Debt 'BB+' ----------------------------------------------------- S&P Global Ratings assigned its 'BB+' senior unsecured debt rating on Ally Financial Inc.'s proposed issuance of senior notes due 2024. Ally intends to use the net proceeds from this offering for general corporate purposes. S&P's ratings on Ally reflect its status as a bank holding company and its strong capital adequacy. These strengths are partially offset by a loan portfolio that is largely concentrated in auto finance, which makes it more vulnerable to a downturn in auto sales or credit performance than more diversified financial institutions. Ally has access to central bank funding through its Ally Bank subsidiary and is subject to a high degree of prudential regulation that S&P views as supportive of creditworthiness. But, it has a high proportion of nondeposit funding relative to most traditional banks. S&P's risk-adjusted capital ratio for Ally was 10.2% as of Dec. 31, 2018, although its measure of capital includes $2.6 billion of trust preferred stock that it views as a weaker form of capital relative to common equity. Ratings List Ally Financial Inc. Issuer Credit Rating BB+/Positive Ally Financial Inc. Senior Unsecured notes due 2024 BB+ AMERICAN AIRLINES: Fitch Rates Senior Unsecured Notes 'BB-'/'RR4' ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR4' rating to American Airlines Group Inc.'s senior unsecured notes. Fitch currently rates American and its primary operating subsidiary, American Airlines, Inc. 'BB-'. KEY RATING DRIVERS American expects to issue $750 million in senior unsecured notes. The proceeds will be used to pre-fund American's planned pension contributions for 2019 and into 2020. Fitch views the issuance as credit neutral. Fitch does not include pension obligations in its leverage calculations so the issuance will have a modest negative impact on leverage metrics. This is offset by pre-funding future cash obligations. The notes will be guaranteed by American Airlines, Inc., and will rank equally in right of payment to American's existing unsecured issuances. American's 'BB-' rating is supported by its market position as the largest airline in the U.S., dominant position in key hubs, and sizeable liquidity balance. The rating is also supported by prospects for an improving leverage profile once American gets past the bulk of its re-fleeting efforts. Some of American's credit metrics are currently weak for the 'BB-' rating, exposing the rating to a demand downturn or cost spike. Credit metrics have been pressured by materially higher fuel costs in 2018, weak operating margin performance compared to peers and high debt balances. Fitch expects that credit metrics will improve modestly from current levels over the next several years. High Levels of Debt: American's high debt balance is a material limitation on the rating. American raised significant amounts of debt to finance the fleet renewal efforts undertaken following the merger with US Airways while simultaneously returning a significant amount of cash to shareholders. Fitch expects debt to decline materially beginning in 2020 once aircraft deliveries slow, but the company will remain highly leveraged through the intermediate term. Fitch calculates American's leverage at just over 5x at March 31, 2019. FCF to Improve as Capital Spending Moderates: Fitch expects lower capital spending to drive material improvements in FCF starting in 2020. Fitch previously expected FCF to turn positive in 2018, but higher fuel expenses have presented a material headwind. For 2019, capital spending will remain high due to fleet orders that American executed in 2018 for regional jet deliveries. Improved FCF should allow the company to naturally de-lever as its existing debt commitments come due. DERIVATION SUMMARY American is rated lower than its major network competitors, Delta (BBB-/Stable), and United (BB/Stable), primarily due to more aggressive financial policies. American's debt balance has increased substantially since its exit from bankruptcy and merger with US Airways in 2013, as it has spent heavily on renewing its fleet and on share repurchases. As such, American's adjusted leverage metrics are at the high end of its peer group. The risk of maintaining a high debt balance is partially offset by American's substantial cash position. American's ratings are also supported by the breadth and depth of its route network and its position as the largest airline in the world (as measured by available seat miles). KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Capacity growth in the low-single-digit range annually; -- Continued moderate economic growth for the U.S. over the near term, translating to stable demand for air travel; -- Jet fuel prices equating to around $75/barrel on average for though 2020; -- Low-single-digit RASM growth in each year through 2020; -- Unit cost growth beyond below 2% annually, in line with management's public forecasts; RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Adjusted debt/EBITDAR sustained below 4x; -- FFO fixed charge coverage sustained around 3x; -- FCF generation above Fitch's base case expectations; -- Moderating policies toward financial leverage and shareholder-friendly cash deployment. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Adjusted debt/EBITDAR sustained above 4.5x; -- EBITDAR margins deteriorating into the low double-digit range; -- Shareholder-focused cash deployment at the expense of a healthy balance sheet; -- Liquidity sustained below 15% of LTM revenue. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of March 31, 2019, American had a total unrestricted cash and short-term investments balance of $4.3 billion plus $2.8 billion in undrawn revolver capacity, equal to 16% of LTM revenue. American maintains a longer-term liquidity target is around $7 billion including its revolver capacity. Fitch views American's liquidity as sufficient for the rating, given expected cash flow generation and declining capital commitments. AMERICAN AIRLINES: Moody's Rates Senior Unsec. Notes Due 2022 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to the new senior unsecured notes due 2022 by American Airlines Group Inc. The new notes will be guaranteed by subsidiary American Airlines, Inc. The net proceeds are to be contributed to the company's pension plans. The Ba3 Corporate Family rating and stable outlook are unaffected by this issuance. RATINGS RATIONALE The Ba3 Corporate Family rating reflects American's position as the world's largest airline based on its $44.5 billion of revenue in 2018. Leverage is elevated because of the heavy reliance on debt for repurchasing shares while funding the majority of almost $27 billion of capital investment over the last five years with operating cash flow. The rating considers the company's inferior operating margin and weak free cash flow relative to its US legacy airline peers, Delta Air Lines and United Airlines. Moody's projects about breakeven to $300 million of free cash flow for 2019 and the potential for modest improvement in 2020, but greater improvement in 2021 on sequentially declining investment in aircraft and engines during the next two years. Investment relative to these expectations will vary based on the duration of the grounding of Boeing's 737 MAX aircraft, of which American expected to receive 16 more in 2019, ten in 2020 and ten in 2021, before the grounding on March 13, 2019. The success of the company's strategy to grow ancillary revenues, increase fees for premium seating and services and more generally, sustain annual operating margin above 11% will be important drivers of free cash flow that exceeds Moody's expectations. Better than expected free cash flow generation would strengthen the positioning of the rating in the Ba3 rating category, particularly if American was to change its financial policy by prioritizing debt repayment rather than share repurchases with free cash flow when liquidity exceeds its $7 billion target. Doing so would help lower its financial leverage that stood at 5.2x at December 31, 2018. The Ba3 rating also reflects Moody's expectation that the company will sustain liquidity at or above its published target of $7 billion. The stable outlook reflects its expectation that American will maintain its competitive network, sustain annual operating cash flow of at least $5 billion through 2019 and modestly strengthen credit metrics in the next 12 months. The ratings could be downgraded because of one or more of the following: 1) the company continues to emphasize share repurchases rather than begin to reduce funded debt, 2) the EBITDA margin does not strengthen above the 17.4% at December 31, 2018, 3) the aggregate of cash, short-term investments and availability on revolving credit facilities is less than $5.0 billion, 4) unrestricted cash is less than $3.5 billion, 5) Debt to EBITDA does not decline below 5x, Funds from Operations + Interest to Interest approaches 3.0 times or Retained Cash Flow to Debt does not exceed 15%, or 6) there is a sustained increase in the cost of jet fuel that is not offset by higher fares. The ratings could face positive pressure if funded debt approaches $15 billion, which would reduce Debt to EBITDA below 4x if the company can sustain its run rate EBITDA at or above $8 billion. Funds from Operations + Interest to Interest sustained above 5x and EBITDA margin sustained near 25% could also favorably pressure the rating. The principal methodology used in this rating was Passenger Airline Industry published in April 2018. American Airlines Group Inc., headquartered in Fort Worth, Texas, is the parent of American Airlines, Inc. American Airlines and American Eagle offer an average of nearly 6,700 flights per day to nearly 350 destinations in more than 50 countries. Revenue was $44.5 billion in 2018. Assignments: Issuer: American Airlines Group Inc. Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4) AMERICAN AIRLINES: S&P Rates New $350MM Senior Unsecured Notes BB- ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '4' recovery rating to American Airlines Group Inc.'s proposed $350 million senior unsecured notes due 2022 (guaranteed by subsidiary American Airlines Inc.). The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 40%) recovery in a bankruptcy scenario. At the same time, S&P affirmed its 'BB-' issue-level rating on the company's existing senior unsecured notes. The '4' recovery rating (rounded estimate: 40%) remains unchanged. In addition, S&P affirmed its 'BB+' issue-level rating on American Airlines Inc.'s various senior secured bank facilities. The '1' recovery rating remains unchanged, indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in a bankruptcy scenario. The rating actions reflect S&P's updated recovery analysis on American Airlines Group and American Airlines Inc. The rating agency does not expect the proposed notes to change the recovery prospects for the company's existing senior unsecured or senior secured debt. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its '4' recovery (rounded estimate: 40%) and 'BB-' issue-level rating to American Airlines Group Inc.'s proposed $350 million notes. -- S&P also affirmed its 'BB+' issue-level rating, with a '1' recovery rating (rounded estimate: 95%), on American Airlines Inc.'s senior secured revolvers and term loans. -- In addition, S&P affirmed its 'BB-' issue-level rating, with a '4' recovery rating (rounded estimate: 40%), on American Airlines Inc.'s existing senior unsecured notes. -- S&P has valued the company on a discrete asset basis as a going concern using current book values as reported and fair market values of appraised assets including routes, slots, and aircraft. -- S&P's valuations reflect its estimate of the value of the various assets at emergence from an assumed second reorganization based on current market appraisals as adjusted for expected realizations rates in a distressed scenario. Simulated default assumptions -- Simulated year of default: 2022 Simplified waterfall -- Net enterprise value (after 5% administrative costs): $24,450 million -- Valuation split (obligors/equipment and aircraft): 46%/54% -- Value available to first-lien (nonequipment) debt claims (collateral): $11,302 million -- Secured (nonequipment) first-lien debt claims: $8,248 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to first-lien equipment debt claims (collateral): $13,146 million -- Secured equipment first-lien claims: $12,417 million -- Recovery expectations: Not applicable -- Total value available to unsecured claims: $4,307 million -- Senior unsecured debt/pari passu unsecured claims: $1,025 million/$8,438 million -- Recovery expectations: 30%-50% (rounded estimate: 40%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Equipment secured debt is rated in some instances using S&P's Enhanced Equipment Trust Certificate criteria and is not part of this analysis but is available separately. Ratings List American Airlines Group Inc. Issuer Credit Rating BB-/Stable/-- Ratings Affirmed; Recovery Expectations Unchanged American Airlines Group Inc. Senior Unsecured BB- Recovery Rating 4(40%) American Airlines Inc. Senior Secured BB+ Recovery Rating 1(95%) New Rating American Airlines Group Inc. Senior Unsecured US$350 mil nts due 2022 BB- Recovery Rating 4(40%) AMERICAN FORKLIFT: Unsecureds to Get $25K From Plan Pool -------------------------------------------------------- American Forklift Rental & Supply, LLC, filed a small business Chapter 11 plan and accompanying disclosure statement. Class 14 - General Unsecured Creditors are impaired. The Debtor will repay $25,000 to a plan pool. The Creditors in this class will receive a pro rata distribution of their claim without interest in 120 monthly distributions of $208.33 commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation. In the event that this quarter starts less than thirty (30) days after the entry of the Confirmation Order, payment shall not commence until the following quarter. Payments and distributions under the Plan will be funded by the following: The Debtor shall fund the Plan through its continued operation of its forklift rentals, sales, and servicing business. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y3bpe9te from PacerMonitor.com at no charge. Attorney for the Plan Proponent is Melissa A. Youngman, Esq., in Altamonte Springs, Florida. About American Forklift American Forklift Rental & Supply, LLC -- https://www.americanforkliftrental.com/ -- specializes in forklift rentals for the Central Florida area including Orlando, Tampa, Lakeland, Orange County, Polk County, Lake County, and surrounding areas. It also offers new and used sales on a wide variety of forklifts. American Forklift sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04155) on July 12, 2018. In the petition signed by Joseph Garcia, Jr., managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Cynthia C. Jackson presides over the case. Melissa A. Youngman, Esq., in Altamonte Springs, Florida, is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed. AOG ENTERTAINMENT: Ct. Abstains from Deciding in Trust Suit vs APG ------------------------------------------------------------------ The CORE Litigation Trust commenced the adversary proceeding captioned ORE LITIGATION TRUST, by and through its duly appointed trustee, Peter Kravitz, Plaintiff, v. APOLLO GLOBAL MANAGEMENT, LLC; TRAVIS HENNINGS; LEE SOLOMON; AARON STONE; AP NMT COOPERATIEF U.A.; APOLLO CORE HOLDINGS, L.P.; CORE ENTERTAINMENT HOLDINGS INC.; and and DOES 1-100, Defendants, Adv. Pro. No. 18-01540 (SMB) (Bankr. S.D.N.Y.) alleging that one or more of the Defendants breached their fiduciary duties, aided and abetted the same, and benefitted from an intentional fraudulent transfer to a non-party. The Defendants have moved for permissive abstention, or alternatively, to dismiss the Trust's complaint, dated Apr. 27, 2018 for failure to state a claim. Bankruptcy Judge Stuart M. Bernstein grants the Defendants' motion and abstains in the exercise of its discretion in light of a pending state court action involving the same facts and inconsistent claims. As of June 2011, CORE Media, then known as CKx, Inc., was a publicly-traded company. In June 2011, Apollo Global Management, LLC acquired control of CORE Media through a leveraged buyout ("LBO") tender offer that merged CORE Media indirectly into Apollo. The merger was effectuated by Apollo affiliates. It appears that after the merger, Apollo affiliate, Defendant Apollo CORE Holdings, L.P. ("Apollo Holdings"), owned 100% of the shares of Defendant CORE Holdings, CORE Media's indirect parent. At some point, Apollo "hand-picked" Defendants Travis Hennings, Lee Solomon, and Aaron Stone, its employees, to serve as the directors of CORE Holdings and CORE Media. Each Director Defendant filed a proof of claim asserting contingent and unliquidated claims arising from his service as a CORE Media director. The LBO had been financed, in part, by a $360 million bridge loan. On Dec. 12, 2016, the Trust filed a complaint in Los Angeles County Superior Court asserting tortious interference and breach of contract claims against Apollo and others ("Lender Action"). The allegations in the Lender Action do not directly concern the payment of the Huff Judgment. Nevertheless, the findings regarding the change of control bear directly on the Counts 3 through 6 in the Complaint and splitting the litigation between two courts may lead to inconsistent results. The substance of the Lender Action is that Fox acquired control of CORE Holdings and its affiliates, including CORE Media, through its control of the Joint Venture (CORE Holdings' parent), triggering the Change of Control and Successor Obligor Clauses. Moreover, the change of control was not a mere technical breach leaving Apollo in actual control; the Joint Venture and Fox acquired actual control of CORE Media. The Trust alleges that "[t]he Joint Venture . . . inherited Apollo's complete control and domination over CORE Holdings (and, by extension, CORE)," "Fox ha[d] the power to block the Joint Venture from taking action in numerous, material circumstances," the practical effect of the management of the Joint Venture was "to dilute the voting power of Apollo's Voting Stock in CORE to less than a majority," and importantly, "Fox in fact actually controlled the business of the Joint Venture (thereby controlling CORE) because it could appoint the majority of the Joint Venture's management committee." Furthermore, "[t]he Joint Venture, through Endemol, treated CORE's assets as if such assets were the Joint Venture's own property and continued operating CORE's businesses." Counts 3 and 4 asserted in the Complaint conflict with the theory of the Lender Action because they are premised on Apollo's continuing control of CORE Media after the formation of the Joint Venture. Count 3 alleges that CORE Holdings, acting through the Director Defendants, breached their fiduciary duties "when they forced CORE Media to authorize and pay the [Huff] Payment," "instead of pursuing restructuring options that would have provided a far better return for CORE Media's creditors, at a time when CORE Media was insolvent and lacked reasonable capital," and Count 4 alleges that the Defendants aided and abetted the breach of fiduciary duty by "[d]irecting CORE Media to pay the Huff Judgment instead of pursuing restructuring options." Counts 5 and 6 substantially overlap with the breach of fiduciary duty claims asserted in Counts 3 and 4 and face the same inconsistencies with the Lender Action. Counts 5 and 6 seek to avoid the Huff Payment as an intentional fraudulent transfer under bankruptcy law (Count 5) and the New York Debtor and Creditor Law (Count 6). Notwithstanding their core nature, the intentional fraudulent transfer claims rely on the same wrongful conduct as the claims in Counts 3 and 4 and suffer from the same inconsistencies with the Lender Action. While some of the badges are independent of the control issue (the non-disclosure issues), the "core" claim is that the Director Defendants and Apollo Global, through their control of CORE Holdings, caused CORE Media to pay the Huff Judgment for Apollo's selfish purposes. Whether the Director Defendants or Apollo controlled CORE Holdings or could have caused CORE Media to do anything once the Joint Venture was formed is also the issue presented in the Lender Action. There, the Trust alleges that Apollo lost control of CORE Holdings and CORE Media; here, it alleges that it did not. For the reasons stated, the Trust should present its overlapping and inconsistent theories to one court, not two. Accordingly, the Court abstains in the exercise of its discretion from deciding the claims asserted by the Trust and does not reach the alternative issue of whether the Complaint fails to allege legally sufficient claims for relief. A copy of the Court's Memorandum Decision dated March 5, 2019 is available at https://bit.ly/2WNmpTr from Leagle.com. Core Litigation Trust, Plaintiff, represented by Scott C. Shelley -- scottshelley@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP. Apollo Global Management, LLC, TRAVIS HENNINGS, Lee Solomon, Aaron Stone, AP NMT Cooperatief U.A., APOLLO CORE HOLDINGS, L.P. & CORE ENTERTAINMENT HOLDINGS INC., Defendants, represented by Jonathan Rosenberg, O'Melveny & Myers, LLP & Daniel Shamah, O'Melveny & Myers, LLP. AP NMT JV Newco B.V., Defendant, pro se. DOES 1-100, Defendant, pro se. About AOG Entertainment CORE Entertainment Inc. and its subsidiaries own, produce, develop and commercially exploit entertainment content. The Company's portfolio of world-class brands and entertainment properties includes participation in the "IDOL"-branded shows, including American Idol, Deutschland sucht den Superstar, Nouvelle Star and more than fifty other franchises shown around the world, and the popular television series "So You Think You Can Dance". The Company conducts its primary business activities through its subsidiary groups, including 19 Entertainment. CORE Entertainment Inc. and 47 other affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087 to 16-11134, respectively) on April 28, 2016, two days prior to the expiration of their forbearance agreement with (a) certain lenders holding the requisite amount of loans under a first lien term loan facility; and (b) Crestview Media Investors, L.P., as lender under the first lien term loan facility and a second lien term loan facility. Pursuant to the Forbearance Agreements, the lenders agreed to forbear from exercising their remedies on account of any missed payments or certain alleged defaults under the Term Loan Agreements. The Debtors estimated assets and liabilities in the range of $100 million to $500 million. The Debtors have hired Matthew A. Feldman, Esq., Paul V. Shalhoub, Esq., and Andrew S. Mordkoff, Esq., at Willkie Farr & Gallagher LLP as counsel, Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers LLP as auditors and tax consultants and Kurtzman Carson Consultants LLC as claims, noticing and administrative agent. The cases are jointly administered under AOG Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein. The official committee of unsecured creditors retained Zolfo Cooper, LLC as its financial advisor; and Sheppard Mullin Richter & Hampton, LLP as counsel. Core Entertainment won approval of a plan on Sept. 22, 2016, that includes a settlement with a committee of creditors and the cancellation of equity that had been owned by Apollo Global Management LLC and Twenty-First Century Fox Inc. APC AUTOMOTIVE: Moody's Lowers CFR to Caa2, Outlook Still Negative ------------------------------------------------------------------ Moody's Investors Service downgraded APC Automotive Technologies, LLC (APC) Corporate Family Rating (CFR) to Caa2 from Caa1, its Probability of Default Rating to Caa2-PD from Caa1-PD and the senior secured first lien term loan rating to Caa1 from B3. The outlook remains negative. "While we expect APC's topline to continue to improve, its current liquidity position limits its flexibility to manage potential operating variability related to raw materials and tariffs on Chinese imports," said Inna Bodeck, Moody's lead analyst for the company. "Even if the company addresses its liquidity through expanding its revolving facility further, operational and external challenges the company currently faces could put pressure on earnings longer than APC currently anticipates." Moody's took the following rating actions for APC Automotive Technologies, LLC: Downgrades: Issuer: APC Automotive Technologies, LLC -- Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD -- Corporate Family Rating, Downgraded to Caa2 from Caa1 -- Senior Secured First Lien Term Loan, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: APC Automotive Technologies, LLC -- Outlook, Remains Negative RATINGS RATIONALE The Caa2 CFR reflects APC's very high debt-to-EBITDA leverage (12.1x as of LTM 3/31/2019 incorporating Moody's standard adjustments and accounts receivable program), poor EBITA-to-interest coverage (0.7x as of LTM 3/31/2019) and tight liquidity. APC's free cash flow burn of negative $36 million during the first quarter 2019 was significantly higher than expected. Currently, the company has approximately $64.5 million drawn on its revolving credit facility which leaves a minimal liquidity cushion in the face of the announced tariffs on Chinese imports on May 10th, 2019. APC, however, does have a good niche market position in its top two products and benefits from the relative stability of the aftermarket revenue and favorable industry dynamics. Moody's believes that the company's revenue growth will be in low single digits but that its earnings are vulnerable to competitor actions and raw materials pressure as well as to the tariff increases on Chinese imports. As a result, Moody's anticipates that APC's debt-to-EBITDA leverage will remain high over the next 12 months. However, the company's first debt maturity is not until February 2024 when its $90 million asset-based revolving facility expires giving it some time to effectuate a turnaround. The negative outlook reflects Moody's view that the company will be challenged to meaningfully improve its earnings and liquidity in the next 12 months. The ratings could be downgraded if the company is unable to improve EBITDA and free cash flow generation due to the unexpected challenges in the operating environment or due to continued operational issues. A worsened liquidity profile, increased potential for a distressed exchange or other default, or reduction in debt recovery expectations could also result in a downgrade. The ratings could be upgraded if the company improves its operating performance and realizes sufficient sustained improvements in earnings, including the achievement of planned synergies. An upgrade would also require improved free cash flow generation and the maintenance of at least adequate overall liquidity. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. APC is a domestically focused emissions manufacturer and brake and chassis distributor in the automotive aftermarket. The company's products include drums and rotors, catalytic converters, friction, chassis, calipers and other products. Revenue for the 12 months ended March 30, 2019 was approximately $462 million. The business is currently co-owned by Harvest Partners, LP and Audax Group. APEX XPRESS: Local 807 Fund Objects to Disclosure Statement ----------------------------------------------------------- The Local 807 Health and Pension Funds objects to the disclosure statement explaining the Chapter 11 Plan of Apex Xpress, Inc. According to the Fund, the single, most important factor in determining that the Plan was not proposed in good faith is the Debtor's knowing concealment from the Court of the $1 million (approximate) receivable due from the Debtor’s affiliate, Xpedited Services, Inc. The Fund complains that by actively concealing the receivable due from its affiliate and undervaluing its assets in submissions to this Court, the Debtor demonstrated its unwillingness to observe the rules governing the Chapter 11 process, even though it had enjoyed the protections and benefits afforded by the Bankruptcy Code. The Fund points out that no details are provided whatsoever as to terms of the proposed exit facility. At a deposition of the Debtor's principal and financial advisor, copies of the loan applications were requested but have yet to be provided by the Debtor to the Fund. The Fund requested that the Debtor provide proof of the funding of the Exit Financing in advance of the confirmation hearing. To date, no such proof has been provided. The Fund further points out that the Plan is based upon an unsupported projection of speculative, visionary future financing that the plan proponent wishfully hopes will result from, without any disclosure of the timing or amount or even the prospect of such payments. The Fund complains that there is no meaningful liquidation analysis provided in the Disclosure Statement, and thus it cannot be demonstrated that the Plan meets this test, for these reasons, the Plan fails to comply with 11 U.S.C. Section 1129(a)(7), thereby rendering the Plan patently non-confirmable as a matter of law. The Fund asserts that as the assumption of an executory contract results in an administrative expense status for all obligations under the contract, regardless of whether the expenses arose pre- or postpetition, the Plan's failure to provide for payment in full on confirmation is a violation of Section 1129 (a)(9). According to the Fund, confirmation of the Plan is prohibited because it violates the "absolute priority rule" because the Plan proposes to that current holders of the equity interests of the Debtor will continue to be held for inadequate New Value contribution, without identify those current insiders, and it allows the current principals to determine who will own equity of the reorganized debtor and how much they will pay. The Fund complains that the Debtor's purported "new value" is in reality a proposed token cash infusion that does not constitute "new value" and violates the Absolute Priority Rule. The Fund points out that the Releases described in Article IX of the Plan are overbroad and are not essential to the Debtor's Plan. The Fund further points out this Court should not approve the Releases, especially where there is no evidence suggesting that the Released Parties will spend any time managing the reorganized Debtor Counsel to Local 807 Pension and Benefit Fund, Creditor: Leonard C. Walczyk, Esq. WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, New Jersey 07920 Phone: (973) 467-2700 Fax: (973) 467-8126 About Apex Xpress Apex Xpress, Inc., formerly known as Apex Trucking, provides transportation services. The Company offers copier, car, and motorcycle transportation services, as well as warehousing, copier installation, prepping, flatbed and building services. The Company has locations in Secaucus, New Jersey, Brooklyn, Maryland and Brockton, Massachusetts. Apex Xpress filed for bankruptcy protection (Bankr. D.N.J. Case No. 18-13134) on Feb. 16, 2018. In the petition signed by Robert M. Cerchione, president, the Debtor estimated assets of $1 million to $10 million, and liabilities of $10 million to $50 million. The Hon. Stacey L. Meisel oversees the case. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as its legal counsel, and Argus Management Corporation as its financial advisor. On May 19, 2018, an order was entered approving the appointment of Kenneth J. DeGraw, as the examiner of Apex Xpress. The Examiner hired Mellinger Sanders & Sanders, LLC, as his legal counsel, and Withum Smith & Brown, PC, as his accountant. ARALEZ PHARMACEUTICALS: Court Approves Disclosures, Confirms Plan ----------------------------------------------------------------- Bankruptcy Judge Martin Glenn issued an order approving Aralez Pharmaceuticals US Inc. and affiliates' disclosure statement supplement and confirming its second amended joint liquidating plan. In accordance with section 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for its implementation, including the provisions regarding the continued corporate existence of the Debtors; termination of the Debtors' directors other than with respect to the Irish Debtors; the appointment of the officers and director of the Debtors; management and liquidation of the Debtors' remaining assets; and funding of the Plan; In accordance with section 1123(b)(2) of the Bankruptcy Code, Article X of the Plan provides for the assumption or rejection of the Debtors' executory contracts and unexpired leases that have not been previously assumed, assumed and assigned, or rejected pursuant to section 365 of the Bankruptcy Code and orders of the Court. The Court finds also finds that the Plan has been proposed in good faith and not by any means forbidden by law. In so finding, the Court has considered the totality of the circumstances of the Chapter 11 Cases. The Plan is the result of extensive, good faith, arm's length negotiations among the Debtors and certain of their principal constituencies, including the Prepetition Secured Lenders and the Committee, and includes a global settlement with the Committee acting on behalf of all general unsecured creditors. The Debtors believe the transactions contemplated in the Plan maximize the value of their estates for all their stakeholders. The Debtors' good faith is evident from the record of the Chapter 11 Cases, including the Disclosure Statement, the Disclosure Statement Supplement, the Plan, and the record of the Confirmation Hearing. The Plan achieves a fair and appropriate result, consistent with the objectives and purposes of the Bankruptcy Code. The Plan is "fair and equitable" with respect to each rejecting Class because no Class senior to any rejecting Class is being paid more than in full and the Plan does not provide a recovery on account of any Claim or Interest that is junior to such rejecting Classes. Thus, the Plan may be confirmed notwithstanding the rejection by Classes 5 and 6. About Aralez Pharmaceuticals Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a specialty pharmaceutical company focused on delivering products to improve patients' lives by acquiring, developing and commercializing products in various specialty areas. The Company together with its affiliates filed for Chapter 11 protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No. 18-12425). The Debtor estimated assets and liabilities between $100 million and $500 million. The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases. The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring and financial advisor; Moelis & Company as investment banker; RSM US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and solicitation agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on August 27, 2018. The committee tapped Brown Rudnick LLP as legal counsel; Berkeley Research Group, LLC, and Dundon Advisers LLC as financial advisors; and Baily Homan Smyth McVeigh, Solicitors and McMillan LLP as special counsel. ARBORSCAPE INC: Court Confirms Amended Reorganization Plan ---------------------------------------------------------- Bankruptcy Judge Joseph G. Rosania, Jr. issued an order confirming ArborScape, Inc.'s amended plan of reorganization dated Jan. 28, 2019. The Court finds that the Debtor has complied with all applicable provisions of Chapter 11 of the Bankruptcy Code, the Plan meets the requirements of Sections 1122 and 1123 of the Bankruptcy Code, and the Debtor has complied with Section 1125 of the Bankruptcy Code. The provisions of Chapter 11 of the Bankruptcy Code have been complied with, in that the Plan has been proposed in good faith and not by any means forbidden by law. That all payments made or promised by the Debtor under the Plan or by any other person for services or costs and expenses in or in connection with the Plan or incident to the case have been fully disclosed to the Court and are reasonable or if to be fixed after confirmation of the Plan will be subject to approval of the Court. About Arborscape, Inc. ArborScape, Inc., is a Colorado-based company dedicated to providing sustainable landscapes for its clients by promoting the art and science of horticulture using environmentally friendly products and services. It offers tree trimming and removal services, tree spraying, lawn and tree care services. The company was founded in 1995. ArborScape sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the petition signed by David Merriman, president, the Debtor disclosed $1.63 million in assets and $1.54 million in liabilities. Judge Joseph G. Rosania Jr. oversees the case. Kutner Brinen, P.C., is the Debtor's counsel. ARCHBISHOP OF AGANA: Seeks More Time to File Bankruptcy Plan ------------------------------------------------------------ The Archbishop of Agana asked the U.S. Bankruptcy Court for the District of Guam to extend the period during which it has the exclusive right to file a Chapter 11 plan through Sept. 16, and to solicit acceptances for the plan through Nov. 18. About Archbishop of Agana Roman Catholic Archdiocese of Agana -- https://www.aganaarch.org/ -- is an ecclesiastical territory or diocese of the Catholic Church in the United States. It comprises the United States dependency of Guam. The Diocese of Agana was established on Oct. 14, 1965, as a suffragan of the Archdiocese of San Francisco, California. It is a tax-exempt entity (as described in 26 U.S.C. Section 501). The Archbishop of Agana, also known as the Roman Catholic Archdiocese of Agana, sought Chapter 11 protection (D. Guam Case No. 19-00010) on Jan. 16, 2019. Rev. Archbishop Michael Jude Byrnes, S.T.D., Archbishop of Agana, signed the petition. The Archdiocese scheduled $22,962,686 in assets and $45,662,941 in liabilities as of the bankruptcy filing. The Hon. Frances M. Tydingco-Gatewood is the case judge. The Archdiocese tapped Elsaesser Anderson, Chtd., as bankruptcy counsel, and John C. Terlaje, Esq., as special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 6, 2019. The Committee retained Stinson Leonard Street LLP as bankruptcy counsel, and The Law Offices of William Gavras as local counsel. ASPEN CLUB REDEVELOPMENT: Case Summary & 14 Unsecured Creditors --------------------------------------------------------------- Debtor: Aspen Club Redevelopment Company, LLC 1450 Crystal Lake Road Aspen, CO 81611 Business Description: Aspen Club Redevelopment Company owns and operates a health club in Aspen, Colorado. Aspen Club offers high intensity interval training (HI2T) classes, cardio exercises, and yoga. http://www.aspenclub.com/ Chapter 11 Petition Date: May 17, 2019 Court: United States Bankruptcy Court District of Colorado (Denver) Case No.: 19-14200 Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Matthew T. Faga, Esq. MARKUS WILLIAMS YOUNG & HUNSICKER LLC 1700 Lincoln St., Ste. 4550 Denver, CO 80203 Tel: 303-318-0120 Fax: 303-830-0809 Email: mfaga@markuswilliams.com - and - James T. Markus, Esq. MARKUS WILLIAMS YOUNG & HUNSICKER LLC 1700 Lincoln St., Ste. 4550 Denver, CO 80203 Tel: 303-830-0800 Fax: 303-830-0809 E-mail: jmarkus@markuswilliams.com - and - John F. Young, Esq. MARKUS WILLIAMS YOUNG & HUNSICKER LLC 1700 Lincoln St., Ste. 4550 Denver, CO 80203 Tel: 303-830-0800 Fax: 303-830-0809 E-mail: jyoung@markuswilliams.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $100 million to $500 million The petition was signed by Michael Fox, manager. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cob19-14200.pdf List of Debtor's 14 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Arnold Whitman $500,000 One Alliance Center 3500 Lenox Road, NE #510 Atlanta, GA 30326 2. Aspen Club $13,500,000 Development Fund, LP c/o Westside Property Investment Company, 4100 East Mississippi Avenue, Suite 500 Glendale, CO 80246 3. David A. and Donna Gerson $500,000 2118 Delancey Street Philadelphia, PA 19103 4. Ed McDermott $1,500,000 PO Box 1788 Ross, CA 94957 5. GPIF Aspen Club LLC $17,967,725 as successor in interest to FirstBank 6465 So. Greenwood Plaza Blvd Suite 1075 Greenwood Village, CO 80111 6. Grant Place Fund, LLC $500,000 1101 West Monroe Street, Suite 200 Chicago, IL 60607 7. Jeff Citrin $500,000 450 Park Avenue New York, NY 10022 8. Nick Burgin $1,000,000 19 Masterton Road Bronxville, NY 10708 9. Revere High Yield $8,600,000 Fund, LP 105 Rowayton Avenue, Suite 100 Rowayton, CT 06853 10. Revere High Yield $2,300,000 Fund, LP 105 Rowayton Avenue, Suite 100 Rowayton, CT 06853 11. Robert A. Fox $1,000,000 943 Coates Road Jenkintown, PA 19046 12. Robert Fox $1,000,000 165 Township Line, Suite 2100 Jenkintown, PA 19046 13. Robert McTamaney $1,000,000 908 W Francis Street Aspen, CO 81611 14. Telesoft $1,000,000 Management Cash Balance Plan 820 S. Monaco Parkway #325 Denver, CO 80224 ATKINS NUTRITIONALS: Moody's Alters Outlook to Pos., Affirms B1 CFR ------------------------------------------------------------------- Moody's Investors Service changed Atkins Nutritionals Holdings, Inc.'s rating outlook to positive from stable. At the same time, Moody's affirmed Atkins' B1 Corporate Family Rating, B1-PD Probability of Default Rating, B1 senior secured first-lien credit facility ratings, and SGL-1 Speculative Grade Liquidity Rating. "The revision of Atkins' rating outlook to positive reflects the company's strong organic growth, improving credit metrics, and our expectation that financial metrics will be sustained at levels that are strong when compared with its B1-rated peers over the next 12-18 months," said Vladimir Ronin, lead analyst for the company. "However, Atkins' ratings remain constrained by its small scale, potential for operating volatility, and Moody's expectation for material debt-funded acquisitions," added Ronin. Moody's took the following rating actions on Atkins Nutritionals Holdings, Inc.: Affirmations: -- Corporate Family Rating, at B1 -- Probability of Default Rating, at B1-PD -- Senior Secured First Lien Revolving Credit Facility, at B1 (LGD4) -- Senior Secured First Lien Term Loan, at B1 (LGD4) -- Speculative Grade Liquidity Rating, at SGL-1 Outlook Actions: -- Outlook, Changed To Positive From Stable RATINGS RATIONALE Atkins' B1 CFR broadly reflects its small scale, niche product offering in the competitive nutrition bars and shakes industry, and a highly concentrated distribution channel with one customer representing over 40% of sales. These factors create potential operating volatility and require the company to continually invest in product development and marketing to maintain its market position. Atkins' rating also reflects event risk including Moody's expectation of potential debt-funded acquisitions, wherein the company capitalizes on current embedded balance sheet flexibility including the meaningful $219 million cash balance to realize faster (inorganic) growth. However, the rating is supported by solid credit metrics, including modest leverage with debt-to-EBITDA of 2.5 times (incorporating Moody's standard adjustments) and strong interest coverage with EBITA-to-Interest of 5.7 times. Atkins' strong brand recognition in the niche low carbohydrate, low sugar and high protein adult nutrition sector and outsourced manufacturing support a good market position, healthy EBITDA margin and flexible cost structure. Moody's expects Atkins will continue to experience healthy high single digit revenue and earnings growth over the next 12-to-18 months. The SGL-1 speculative-grade liquidity rating reflects Atkins' very good liquidity that is supported by a meaningful $219 million cash balance, modest capital investment requirements, Moody's expectation for positive free cash flow generation of at least $55 million annually, undrawn revolver, minimal maturities for the next three years, and good covenant flexibility. Ratings could be upgraded if Atkins is able to sustain earnings growth, continue to increase its scale, and make steady progress diversifying its product offerings and distribution channels. An upgrade would also require debt-to-EBITDA leverage to be maintained around 3 times or lower, along with an expectation that financial policies would continue to support key credit metrics sustained around current levels and very good liquidity. Ratings could be downgraded if weaker than anticipated operating performance or aggressive financial polices erode free cash flow and liquidity. Should the company pursue sizable debt financed acquisition such that debt-to-EBITDA leverage increases above 4.5 times or EBITA-to-interest coverage deteriorates below 3.0 times, ratings could be downgraded. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Atkins Nutritionals Holdings, Inc., headquartered in Denver, CO, sells a variety of nutrition bars and shakes in the United States and internationally through mass merchandisers, club stores, grocery stores, and drug retailers. Additionally, the company licenses its frozen meals business through an exclusive license agreement with Bellisio Foods. Atkins was merged into a publicly traded special purpose acquisition company in 2017 with an affiliate of Centerview Capital owning a roughly 19% stake in Atkins' publicly-traded parent The Simply Good Foods Company. In the last twelve months ended February 23, 2019, the company generated approximately $460 million in revenue. ATLANTIC & PACIFIC: W. Vogric Suit vs PAI Restored to Active Status ------------------------------------------------------------------- In the case captioned William Vogric, Appellant, v. Pathmark Stores, Inc., et al., Defendants, and Peterman Associates, Inc., Respondent. (And a Third-Party Action.), 2018-00545. Index No. 600145/14 (N.Y. App. Div.), the Appellate Division of the Supreme Court of New York reversed the Supreme Court's order denying the Plaintiff's motion to sever the civil action insofar as asserted against the supermarket defendants from the action insofar as asserted against Peterman, and to restore the action to active status. The plaintiff allegedly sustained injuries when he slipped and fell on snow and/or ice in front of a supermarket owned and operated by the defendants Pathmark Stores, Inc., and the Great Atlantic & Pacific Tea Company, Inc. (the supermarket defendants). The plaintiff commenced the action to recover damages for personal injuries against the supermarket defendants and Peterman Associates, Inc., a snow removal contractor. The supermarket defendants subsequently commenced chapter 11 bankruptcy proceedings, resulting in an automatic stay of the continuation of any action or proceeding against them. Thereafter, the plaintiff moved pursuant to CPLR 603 to sever the action insofar as asserted against the supermarket defendants from the action insofar as asserted against Peterman, and to restore the action to active status. The Supreme Court denied the motion, and the plaintiff appeals. The supermarket defendants filed for chapter 11 bankruptcy relief, resulting in an automatic stay. However, the automatic stay provisions of 11 USC section 362 (a) did not extend to the nonbankrupt Peterman. The supermarket defendants are subject to a $750,000 self-insured retention, which would make a lifting of the bankruptcy stay less likely. As the prejudice to the plaintiff in being required to await the conclusion of the bankruptcy proceeding before obtaining any remedy outweighs any potential inconvenience to Peterman, the Supreme Court improvidently exercised its discretion in denying the plaintiff's motion pursuant to CPLR 603 to sever the action insofar as asserted against the supermarket defendants from the action insofar as asserted against Peterman, and to restore the action to active status. However, as Peterman correctly maintains, equity requires that the defendants have the benefit of their rights under CPLR article 16, such that if their culpability is 50% or less, their exposure for noneconomic damages should be limited proportionately to their share of fault. A copy of the Court's Decision dated Feb. 27, 2019 is available at https://bit.ly/2Eex1Ug from Leagle.com. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-23007) after reaching deals for the going concern sales of 120 stores. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York presides over the 2015 cases. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. AVERY'S USED CARS: Proposed Auction Sale of Used Vehicles Approved ------------------------------------------------------------------ Judge Michael G. Williamson of U.S. Bankruptcy Court for the Middle District of Florida authorized Avery's Used Cars & Trucks, Inc., to sell its used car, truck and bus inventory as described on Exhibit A at auction to be conducted by Insight Auctioneers. Insight Auctioneers is to be paid its commission and expenses in accordance with the Auction Agreement. The auction will be conducted on May 11, 2019. The sale will be free and clear of Liens. The Debtor will provide the United States Trustee with a closing or auction statement showing the revenue and expenses of the sale within 14 days of the completion of the auction. It will hold all funds generated by the auction less the expenses, if any, authorized by the Auction Agreement in its DIP bank account. The Debtor will not expend any funds from the auction proceeds with the exception of the payment of United States Trustee Quarterly Fees without order of the Court. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Averys_Used_39_Sales.pdf About Avery's Used Cars & Trucks Avery's Used Cars & Trucks Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10428) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case has is assigned to Judge Michael G. Williamson. BAKER AND SONS: Seeks to Extend Exclusive Filing Period to May 29 ----------------------------------------------------------------- Baker and Sons Air Conditioning, Inc. asked the U.S. Bankruptcy Court for the Middle District of Florida to extend the deadline to file its Chapter 11 plan of reorganization and disclosure statement to May 29. Since its bankruptcy filing, Baker and Sons has been marketing its business in order to obtain funds for its plan of reorganization but no buyer has been located to date. The company believes it is necessary to have a prospective buyer for its business in order to make a realistic projection for its plan and disclosure statement, according to court filings. About Baker and Sons Air Conditioning Baker and Sons Air Conditioning, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-09333) on Oct. 30, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor tapped the Law Offices of Benjamin Martin as its legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. BLINK CHARGING: Reports $1.89 Million Net Loss for First Quarter ---------------------------------------------------------------- Blink Chargig Co. filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss attributable to common shareholders of $1.89 million on $577,390 of total revenues for the three months ended March 31, 2019, compared to a net loss attributable to common shareholders of $21.86 million on $595,920 of total revenues for the three months ended March 31, 2018. Blink's net loss attributable to common shareholders improved by $20 million, or 91%, between 2019 and 2018 primarily due to no deemed dividend for the quarter ended March 31, 2019 versus the quarter ended March 31, 2018 and lower operating expenses offset by lower other income for the quarter ended March 31, 2019 versus the quarter ended March 31, 2018. As of March 31, 2019, Blink Charging had $19.38 million in total assets, $4.76 million in total liabilities, and $14.61 million in total stockholders' equity. Michael D. Farkas, chairman and CEO, stated "We are pleased with our performance from the first quarter indicating continued improvement in our network charging revenue, increase in charging members and strategic initiatives to lead us into the next several quarters." Blink's electric vehicle charging network had approximately 146,567 registered members as of March 31, 2019 as compared to approximately 141,165 registered members as of March 31, 2018, representing a 4% increase year over year in registered network members. As of March 31, 2019, the Company had cash, working capital and an accumulated deficit of $12,599,600, $13,995,671 and $161,750,108, respectively. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least twelve months from the issuance date of these financial statements. Thereafter, the Company may need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. The Company's operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company's future capital requirements and the adequacy of its available funds will depend on many factors, including the Company's ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. Blink Charging said, "There is no assurance that the amount of funds the Company might raise in the future, will enable the Company to complete its development initiatives or attain profitable operations. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company's business, financial condition and results of operations, and ultimately, the Company could be forced to discontinue its operations and liquidate." During the first quarter of 2019, Blink successfully accomplished the following: * Completed the Company's pilot program for the Blink IQ200 family of next-generation, 80Amps, Level 2 Fast AC charging stations utilizing dozens of units and more than six months of testing throughout the United States. The Blink IQ200 is now in full production and commercially available to customers. * Signed an agreement with the Eunice Energy Group to establish a joint venture in Europe, Blink Charging Europe Ltd. The purpose of the joint venture will be to leverage Blink's EV products, network, technology and experience within the EV charging space alongside EEG's position in the energy space and financial capabilities to expand the charging infrastructure in Greece and other European countries. A full-text copy of the Form 10-Q is available for free at: https://is.gd/eanhiX About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/,http://www.BlinkNetwork.com/and http://www.BlinkHQ.com/-- is a provider of public electric vehicle (EV) charging equipment and services. Blink Charging designs, owns, operates and sells EV charging equipment under the Blink brand, as well as a number of other charging station equipment manufacturers such as Chargepoint, General Electric (GE) and SemaConnect. Blink Charging also offers connectivity to the Blink Network, a cloud-based platform that operates, manages and tracks Blink's EV charging stations and all associated data. As of Dec. 31, 2018, Blink Charging had $21.65 million in total assets, $5.55 million in total liabilities, and $16.09 million in total stockholders' equity. Blink Charging reported a net loss of $3.42 million for the year ended Dec. 31, 2018, compared to a net loss of $75.36 million for the year ended Dec. 31, 2017. BLUE EAGLE FARMING: June 12 Plan Outline Hearing Set ---------------------------------------------------- Bankruptcy Judge Tamara O. Mitchell will convene a hearing on June 12, 2019 at 10:00 a.m. to consider approval Blue Eagle Farming, LLC, et al., aka Johnson Farming's disclosure statement. June 5, 2019 is fixed as the last day for filing and serving written objections to the disclosure statements. About Blue Eagle Farming Blue Eagle Farming and H J Farming are engaged in the business of cattle ranching and farming. Blue Smash Investments operates in the financial investment industry; War-Horse Properties manages companies and enterprises; Eagle Ray Investments and Forse Investments are lessors of real estate while Armor Light, LLC, is engaged in the business of residential building construction. Blue Eagle Farming, LLC, and its affiliate H J Farming, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018. On June 9, 2018, five Blue Eagle affiliates filed Chapter 11 petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC, Forse Investments LLC, Armor Light LLC, and War-Horse Properties, LLLP (Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases are jointly administered under Case No. 18-02395. In the petitions signed by Robert Bradford Johnson, general partner of Blue Eagle Farming, LLC's sole owner, Blue Eagle estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Judge Tamara O. Mitchell presides over the cases. Burr & Forman LLP is the Debtors' legal counsel. BREDA: Amended Disclosures OK'd; August 8 Plan Confirmation Hearing ------------------------------------------------------------------- Bankruptcy Judge Michael A. Fagone approved Breda, a Limited Liability Company's disclosure statement with respect to its amended plan of reorganization dated March 18, 2019. A hearing on confirmation of the plan will be held on August 9, 2019 at 10:00 a.m. The deadline for filing and serving written objections to confirmation of the plan, and the deadline for submitting ballots accepting or rejecting the plan will be July 25, 2019. About Breda and Tempo Dulu Breda, a Limited Liability Company, and Tempo Dulu, LLC, own the Camden Harbour Inn and the Danforth Inn located in Camden and Portland, Maine, respectively. Breda and Tempo Dulu sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 18-20157) on March 28, 2018. In the petitions signed by Raymond Brunyanszki, member, the Debtors each estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael A. Fagone presides over the case. The Debtors tapped Bernstein, Shur, Sawyer & Nelson, P.A., as their legal counsel. BRISTOW GROUP: Davis Polk Advises Ad Hoc Group of Noteholders ------------------------------------------------------------- Davis Polk is advising an ad hoc group of holders of nearly 90% of the $350 million in first-lien senior secured notes issued by Bristow Group Inc. On May 10, 2019, the ad hoc group entered into three agreements with Bristow to support a comprehensive reorganization of its businesses: (i) The ad hoc group entered into a prepetition $75 million term loan credit agreement with Bristow, the proceeds of which will be used for general corporate purposes; (ii) The restructuring support agreement contemplates that, upon consummation of the Bristow's plan of reorganization, among other things, the prepetition senior secured noteholders will equitize their notes and have the ability to participate in a rights offering to purchase a percentage of the equity of reorganized Bristow at a discount to the plan of reorganization's equity value; (iii) Under the debtor-in-possession commitment letter, the ad hoc group provided a commitment for a further $75 million in post-petition debtor-in-possession financing that would be available upon approval by the Bankruptcy Court. On May 11, 2019, Bristow filed voluntary chapter 11 petitions in the Bankruptcy Court for the Southern District of Texas and a "first day" hearing was held on May 14, 2019. After a largely consensual hearing, the Bankruptcy Court approved all of the first day relief sought. Bristow is the leading provider of industrial aviation services, offering helicopter transportation, search and rescue, and aircraft support services to government and civil organizations worldwide. With headquarters in Houston, Texas, Bristow has major operations in the North Sea, Nigeria, the United States Gulf of Mexico and in most of the other major offshore oil and gas producing regions of the world, including Australia, Brazil, Canada, Russia and Trinidad. The Davis Polk restructuring team includes partner Damian S. Schaible, counsel Natasha Tsiouris and associates Jonah A. Peppiatt, Erik Jerrard and Stephanie Massman. The finance team includes partner Kenneth J. Steinberg, counsel Andrei Takhteyev and associates Vanessa L. Jackson and Scott G. Johnsson. Partner James I. McClammy provided litigation advice. All members of the Davis Polk team are located in the New York office. Haynes and Boone, LLP is acting as local counsel and PJT Partners LP is acting as financial adviser to the ad hoc group. About Bristow Group Bristow Group Inc. -- http://www.bristowgroup.com/-- provides industrial aviation and charter services to offshore energy companies in Europe, Africa, the Americas, and the Asian Pacific. It also provides search and rescue services for governmental agencies and the oil and gas industry. Headquartered in Houston, Bristow Group employs approximately 3,000 individuals around the world. Bristow Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case Nos. 19-32713 to 19-32720) on May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion in assets and $1.886 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell, Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez & Marsal and Houlihan Lokey Capital, Inc. as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. CABLEVISION SYSTEMS: Fitch Affirms Then Withdraws 'B+' IDR ---------------------------------------------------------- Fitch Ratings affirmed and withdrawn the ratings for Cablevision Systems Corp. and CSC Holdings, LLC, its wholly owned subsidiary, including the Long-Term Issuer Default Ratings at 'B+'. The Rating Outlook is Stable. Fitch has withdrawn Cablevision's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. KEY RATING DRIVERS Enhanced Scale: Pro forma for the combination of Cablevision and Cequel under a single credit silo, the company is larger and more geographically diversified with 8.7 million homes passed and 4.9 million customer relationships covering 21 states. Fitch-calculated LTM revenue and EBITDA approximated $9.6 billion and $4.2 billion, respectively. High Leverage: Fitch estimates leverage, as measured as total debt with equity credit to operating EBITDA, at roughly 5.7x for YE 20 18 (including collateralized debt obligations). With the announced separation of Altice USA from Altice NV, Altice USA publicly guided to a net leverage target of 4.5x-5.0x, down from the previously guided range of 5.0x-5.5x. Fitch believes management remains committed to this more conservative leverage target. Fitch expects Cablevision's capital allocation priorities will focus on returning cash to shareholders and modest debt reduction going forward. Notably, Altice USA completed share repurchases of $600 million in 1Q19, and management is targeting up to $1.5 billion in aggregate share repurchases by YE 2019, marking a meaningful increase from the $500 million in share repurchase activity during the full year 2018. EBITDA Margin Expansion: Since the acquisition in June 2016, Altice USA has realized more than $1.0 billion of cost savings. These synergies mainly contributed to Altice USA's EBITDA margins expanding to roughly 41.3% as of 1Q19, up from 33.6% as of 1Q16. The achieved operational efficiencies have driven a meaningful reduction in leverage. However, Fitch believes that Altice USA has already extracted value by managing the business on a consolidated basis. Fitch expects more modest expansion to EBITDA margins going forward. Strong Liquidity and FCF: Fitch expects Altice USA to generate FCF in excess of $1.3 billion annually. Liquidity will also see support from $123 million in balance sheet cash, and a $2.56 billion upsized revolver. Fitch expects capital spending to continue at a more elevated level as Altice USA completes its planned buildout of fiber-to-the-home over the next few years and invests in its upcoming mobile offering (mobile virtual network operator or MVNO with Sprint to launch in late summer). Longer-Term Event Risk Remains: Altice USA's increased public float and separation from Altice NV could allow the company to take more advantage of potential future M&A transactions. Fitch believes that the potential for additional M&A remains an event risk over the longer term for Cablevision. DERIVATION SUMMARY The ratings reflect Altice USA's high leverage, smaller scale and less geographic diversity relative to other cable peers, most notably Charter (BB+/Stable). The acquisition of Cablevision and Cequel by Altice created the fourth-largest multi-channel video programming distributor in the U.S. The announced combination of Cablevision and Cequel more strongly positions the pro-forma credit profile in the 'B+' rating category. Altice USA's consolidated revenues compare more closely with DISH Network (B+/Negative). However, Altice USA maintains much higher EBITDA and cash flow margins despite a similar leverage profile. Currently, Altice USA has high penetration in its legacy Cablevision territories, which leaves it at risk to promotional activity from traditional MVPDs and disruptive service offerings from over-the-top players, like Netflix, Amazon and vMVPDs like Hulu, YouTubeTV, DIRECTV Now and Sling. Fitch believes that this is somewhat offset by the company's high EBITDA margins, at the high-end of the peer group, and the successful execution of its cost reduction strategies. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenue growth in the low-single-digits, reflecting the maturity and high penetration rate of the company's services; -- EBITDA margins in the low 40% range; -- Deleveraging achieved mostly through EBITDA growth and some modest debt reduction; -- FCF will support Altice USA's share repurchase program. Recovery Analysis Considerations: -- The recovery analysis assumes that Cablevision would be considered a going concern in a bankruptcy scenario and that the company would be reorganized rather than liquidated. Fitch assumes a 10% administrative claim in the recovery analysis. -- Fitch's going concern EBITDA of $3.3 billion reflects increased competition from traditional MVPDs and OTT providers resulting in an uptick in video and phone subscriber losses. Altice USA must engage in promotional pricing activity to remain competitive. At the same time, programming costs continue to increase as the company fails to negotiate more favorable rate increases. As a result, ARPU and EBITDA per subscriber are pressured. -- Fitch estimates a distressed enterprise valuation of $19.5 billion using a 6.0x multiple. Fitch applies a going-concern enterprise value multiple of 6.0x, lower than public and private transaction multiples reflecting Altice USA's smaller scale and less diversification relative to larger cable peers. It also incorporates the 2009 emergence from bankruptcy of Charter Communications at a reorganization multiple of 5.8x. Cablevision's market trading multiple averaged roughly 8.6x from 2006 until its acquisition in June 2016. Cablevision was acquired by Altice NV, BC Partners and CPPIB for $17.7 billion at an 8.8x purchase price multiple (6.1x including synergies). Other multiples for recent cable acquisitions include Charter's acquisition of Time Warner Cable and Bright House Networks in May 2016 for 9.8x and 12.8x, respectively (8.3x and 6.5x including synergies and tax benefits). -- Fitch assumes a fully drawn revolver in its recovery analysis since credit revolvers are tapped as companies are under distress. Fitch assumes a full draw of the upsized CSCH $2.56 billion revolver. -- The recovery model results in a 'BB+'/'RR1' rating for the CSCH senior secured credit facilities, reflecting Fitch's belief that 91%-100% recovery is reasonable. -- The recovery model results in an issue rating of 'BB'/'RR2' for CSCH's senior unsecured guaranteed notes. Per Fitch's recovery analysis methodology, senior unsecured notes are capped at 'RR2' -- The recovery model results in a 'B-/'RR6' rating for the CSCH senior unsecured notes, reflecting the higher amount of senior debt in the capital structure pro forma for the refinancing and the resulting reduced recovery prospects of the CSCH senior unsecured notes. -- The 'B-'/'RR6' rating on the CVC senior unsecured notes reflects the limited recovery prospects in distress. RATING SENSITIVITIES Rating Sensitivities are no longer relevant given today's rating withdrawals. LIQUIDITY AND DEBT STRUCTURE Fitch considers the company's liquidity position and overall financial flexibility to be adequate. Liquidity will be supported by $123 million in Altice USA balance sheet cash, and the upsized $2.56 billion revolver. Fitch also expects strong FCF generation in excess of $1.3 billion over the forecast period. The pro forma Cablevision has modest debt maturities over the next two years including $500 million in 2020. The next sizable maturity comes in 2021 when $2.25 billion (excluding current revolver borrowings) becomes due. Fitch believes that management has the ability to manage near-term maturities with a combination of FCF generation and revolver availability. CAMELOT UK: S&P Alters Outlook to Positive, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed all of its ratings, including its 'B' issuer credit rating, on U.S.-based intellectual property and scientific information, analytical tools, and services provider Camelot UK Holdco Ltd.'s (doing business as Clarivate Analytics PLC or "Clarivate"). Clarivate has paid down $630 million of its senior secured term loan and $20 million on its outstanding revolving credit facility (reducing its outstanding debt by about 33%) due to net cash proceeds from its previously announced reverse merger transaction. S&P said it raised its issue-level rating on the senior secured debt to 'BB-' from 'B+' and revised its recovery rating to '1' from '2', to reflect the lower debt and indicate its expectations for 95% recovery in a payment default. Clarivate repaid $650 million in debt with the cash proceeds from the closing of its merger with public investment vehicle Churchill Capital Corp. and its subsequent listing as a public company. The company's previous financial sponsor, Onex Corp., remains the majority owner of the merged entity. The debt reduction and the outlook revision reflect S&P's expectation that adjusted leverage could improve to the low-5x area over the next 12 months. In addition to S&P's standard adjustments, the rating agency's adjusted leverage includes Thomson Reuters' allocation of corporate costs, including some one-time carve-out costs, and excludes certain nonrecurring costs. Clarivate generates its revenue primarily from proprietary databases with highly curated content and the outlook revision also reflects the stable revenue growth of subscription revenue, which, along with cost reductions, should fuel EBITDA growth over the next 12 months. However, while the company's revenue model is primarily subscription-based, transactional revenues still account for about 20% of revenue and still present risk to the company's overall growth. S&P anticipate that the company's FOCF-to-debt ratio will remain below 5% in 2019 mainly due to costs associated with the carve-out in the first quarter and transaction-associated costs. Despite the significant reduction in leverage after the debt pay down, the rating agency does not expect any meaningful improvement to the company's cash flow profile until the second half of 2019. The transition costs the company incurred to separate Clarivate from its former parent and enable it to operate on a stand-alone basis have declined substantially and were completed in the first quarter of 2019. Similarly, Clarivate expects the cash payments it makes to its former parent Thomson Reuters will decline substantially in 2019 and stop in 2020. As the company's quality of earnings improves, S&P's expectation is that the company's stand-alone costs will be better aligned with the company's steady state cost structure such that its cash flow profile will improve. However, as some estimates of operating expenses and carve-out costs were revised upward over the past two years, the rating also incorporates the risk associated with the carve-out from its former parent, which could further affect its EBITDA margins and cash flow through the next 12 months. S&P's positive outlook on Clarivate follows the $650 million debt pay down in 2019. It also reflects the rating agency's expectation that the company's duplicative costs following its carve-out from Thomson Reuters will wind down over 2019 and 2020, improving earnings quality and cash flow generation such that FOCF to debt increases to above 5% on a sustained basis. "We could raise the rating if the company generated steady cash flow under a clear stand-alone cost structure such that its FOCF to debt remained above 5% on a sustained basis, with its revenue growing at a low- to mid-single-digit percentage rate and the company demonstrating prudent financial stewardship to keep leverage at about the low-5x area," S&P said. "We could revise the outlook to stable if additional one-time stand-alone and integration costs remained elevated due to delays or execution missteps in the carve-out process such that we became convinced that the company's FOCF to debt would remain below 5%," the rating agency said, adding that it could also revise the outlook to stable if the company pursued debt-financed acquisitions or dividend distributions and it expected leverage would remain elevated in the high 5x area on a sustained basis. CAPRIATI CONSTRUCTION: Nations Fund Suit Dismissed With Prejudice ----------------------------------------------------------------- Upon the stipulation entered into by the parties, District Judge Richard F. Boulware orders the dismissal of the case captioned NATIONS FUND I, LLC, Plaintiff, v. CATERPILLAR FINANCIAL SERVICES CORPORATION; CAPRIATI CONSTRUCTION CORP. INC., Defendants. CATERPILLAR FINANCIAL SERVICES CORPORATION, Cross-Claimant, v. CAPRIATI CONSTRUCTION CORP., INC., Cross-Defendant. CATERPILLAR FINANCIAL SERVICES CORPORATION, Counterclaimant, v. NATIONS FUND I, LLC, Counterdefendant. CATERPILLAR FINANCIAL SERVICES CORPORATION, Third Party Claimant, v. DAVID ROCCHIO, Third Party Defendant, Adversary No. 16-01037-abl (D. Nev.) with prejudice. The stipulation is entered into by and among Caterpillar Financial Services Corporation, Capriati Construction Corp., Inc., and David M. Rocchio Sr., by and through their respective counsel. The parties stipulate and agree as follows: -- That the action, including the submitted Proposed Findings of Fact and Conclusions of Law submitted to the Court on Sept. 25, 2018, and all claims amongst the Parties will be dismissed with prejudice and the Proposed Findings of Fact and Conclusions of Law will be vacated; -- That any outstanding hearings and deadlines will be vacated; and -- That the Parties will bear their own attorneys' fees and costs associated with this action and the Proposed Findings of Fact and Conclusions of Law. A copy of the Court's Order dated Feb. 28, 2019 is available at https://bit.ly/2VMih9Y from Leagle.com. Caterpillar Financial Services Corporation, Appellant, represented by Blakeley E. Griffith -- bgriffith@swlaw.com -- Snell & Wilmer L.L.P., Kelly H. Dove -- kdove@swlaw.com -- Snell & Wilmer L.L.P. & Robert R. Kinas -- rkinas@swlaw.com -- Snell & Wilmer L.L.P. Capriati Construction Corp, Inc., Appellee, represented by Annie J. Kung, Kung & Associates. About Capriati Construction Capriati Construction Corp., Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Nevada (Las Vegas) (Case No. 15-15722) on October 7, 2015. The petition was signed by David Rocchio, president. The case is assigned to Judge August B. Landis. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. CARRIAGE SERVICES: Moody's Alters Outlook on B1 CFR to Negative --------------------------------------------------------------- Moody's Investors Service affirmed Carriage Services, Inc.'s credit ratings and downgraded its Speculative Grade Liquidity rating to SGL-2 from SGL-1. The Corporate Family rating was affirmed at B1, the Probability of Default rating at B1-PD and the $325 million 6.625% senior unsecured notes due 2026 at B2. The outlook was revised to negative from stable. RATINGS RATIONALE "The negative outlook reflects Moody's concerns that if revenues do not grow, leverage could remain elevated and liquidity could tighten," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. The downgrade of the SGL to SGL-2 from SGL-1 reflects the limitations on the effective availability of loans from the Carriage's $150 million senior secured revolver due 2023 (unrated) from the maximum leverage ratio financial covenant in the revolving loan agreement. As of March 31, 2019, the ratio stood at nearly 5.2 times, just below the 5.5 times maximum level. As a result of the leverage ratio, Moody's considers Carriage's effective revolving loan capacity only about $25 million of the $127 million unused amount of the facility as of March 31, 2019. Moody's expectations that Carriage will generate at least $25 million of free cash flow and will maintain at least $25 million available under the revolving credit facility capacity lead it to characterize Carriage's liquidity as good. The B1 CFR reflects Carriage's small revenue scale with revenues of less than $300 million, high pro-forma financial leverage with debt to EBITDA of about 6 times, as of March 31, 2019, and modest free cash flow generation and interest coverage with free cash flow to debt of over 5% and EBITA to interest expense of about 2 times expected over the next 12 to 18 months. The ratings also reflect the fragmented and competitive deathcare industry dynamics with larger and smaller competitors which could create pricing pressures or limit revenue growth. Moody's expects declining average revenue per service, seen in the funeral industry for the past several years, to continue to pressure Carriage's ability to grow same-store revenue. The ongoing secular trends toward the increasing use of cremation services, which often generate lower revenues and margins than traditional burial and funeral services, could also weigh on financial performance or impede revenue and profit growth over time. All financial metrics cited reflect Moody's standard adjustments. The ratings are supported by Carriage's established position as the third largest player in the highly fragmented but fairly stable deathcare industry, with solid EBITDA margins in excess of 25%. Favorable demographic trends include an aging US population and expectations for higher death rates over the next several years. The B2 rating on the senior unsecured notes reflects the B1-PD PDR and a Loss Given Default Assessment of LGD4. The B2 instrument rating also reflects the senior notes' position in the capital structure, behind the secured credit. The outlook could be revised to stable if Moody's expects some organic revenue growth, free cash flow to debt will be sustained over 5% and good liquidity. The ratings could be downgraded if revenues or margins decline, indicating a weakening competitive position, if financial policies become more aggressive such that Moody's expects debt to EBITDA will be sustained above 6.0 times, or if liquidity deteriorates. The ratings could be upgraded if revenue scale is expanded and Moody's anticipates organic revenue and profit growth and debt reduction. Expectations that Carriage would sustain debt to EBITDA below 4.5 times, free cash flow to debt approaching 10%, very good liquidity and balanced financial policies would also be important considerations for any positive ratings momentum. Moody's took the following actions on Carriage Services, Inc.'s ratings, and made the following outlook change: Corporate Family Rating, affirmed at B1 Probability of Default Rating, affirmed at B1-PD Senior Unsecured Notes, affirmed at B2 (LGD4) Speculative Grade Liquidity Rating, downgraded to SGL-2 from SGL-1 Outlook is revised to Negative from Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Carriage, headquartered in Houston, Texas, provides funeral and cemetery services and merchandise in the US. As of March 31, 2019, the company operates 181 funeral homes in 29 states and 29 cemeteries in 11 states across the US. Moody's expects the company will generate approaching $275 million in revenue in 2019. CHERRY BROS: Committee Hires Gavin Solmonese as Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Cherry Bros., LLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to retain Gavin Solmonese, LLC, as financial advisor to the Committee. The Committee requires Gavin Solmonese to: a) review and analyze the businesses, management, operations, properties, financial condition and prospects of the Debtors; b) review and analyze historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; c) review the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; d) determine the reasonableness of the projected performance of the Debtors, both historically and future; e) monitor, evaluate and report to the Committee with respect to the Debtors' near-term liquidity needs, material operational changes and related financial and operational issues; f) review and analyze all material contracts and agreements; g) assist and procure and assemble any necessary validations of asset values; h) provide ongoing assistance to the Committee and the Committee's legal counsel; i) evaluate the Debtors' capital structure and making recommendations to the Committee with respect to the Debtors' efforts to reorganize their business operations and confirm a restructuring or liquidating plan; j) assist the Committee in preparing documentation required in connection with creating, supporting or opposing a plan and participating in negotiations on behalf of the Committee with the Debtors or any groups affected by a plan; k) assist the Committee in marketing the Debtors' assets with the intent of maximizing the value received for any such assets from any such sale; l) provide ongoing analysis of the Debtors' financial condition, business plans, capital spending budgets, operating forecasts, management and the prospects for their future performance; and m) other tasks as the Committee or its counsel may reasonably request in the course of exercise of the Committee's duties in these cases. Gavin Solmonese will be paid at these hourly rates: Partners $575 to $700 Paralegals $250 Gavin Solmonese will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward T. Gavin, a partner at Gavin Solmonese, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Gavin Solmonese can be reached at: Edward T. Gavin GAVIN SOLMONESE, LLC 919 North Market Street, Suite 600 Wilmington, DE 19801 Tel: (302) 655-8997 Fax: (302) 655-6063 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. In the petitions signed by Larry Cherry, authorized representative, Cherry Bros. estimated assets of $1 million to $10 million and estimated debts of $10 million to $50 million. C. Bros. Holdings estimated assets of less than $50,000 and liabilities of the same range. The Debtors tapped Michael Jason Barrie, Esq., at Benesch, Friedlander, Coplan & Aronoff LLP, as their legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 2, 2019. The Committee tapped Polsinelli PC as its legal counsel, and Gavin Solmonese, LLC, as financial advisor. CLINTON COUNTY HOSPITAL: Summary Ruling in Malpractice Suit Upheld ------------------------------------------------------------------ Appellants in the case captioned CARL ANDREW SMITH AND FRANCES SMITH, Appellants, v. CLINTON COUNTY HOSPITAL, INC., A KENTUCKY CORPORATION; TOMMY BERTRAM; RODNEY LITTLE; KEITH MCWHORTER; BOB TALBOTT; AND WILLIAM POWELL, Appellees, No. 2015-CA-001339-MR (Ky. App.) appeal from a summary judgment of the Clinton Circuit Court in the medical malpractice action against Clinton County Hospital, Inc. and its Board of Directors, Tommy Bertram, Rodney Little, Keith McWhorter, Bob Talbott, and William Powell. The Kentucky Court of Appeals affirms the trial court's decision on the grounds that the Smiths failed to provide expert testimony. On August 18, 2014, the Smiths filed a complaint against CCH and the Directors. The Smiths alleged Carl suffered a cardiac seizure and was transported to CCH where agents and employees of CCH conducted a medical examination. It was further alleged that CCH's staff failed to provide necessary medical treatment to Carl for at least six hours before he was transported to T.J. Sampson Hospital in Glasgow. The Smiths alleged that during the six-hour delay, Carl suffered a disabling heart attack leaving him permanently disabled. The Smiths asserted one count of negligence alleging CCH and its directors had a duty to Carl "to use due care of a medical facility examining, diagnosing, and treating" Carl. They alleged CCH and the Directors breached that duty by failing to provide adequate medical treatment in a timely manner and CCH's and the Directors' conduct was "below the standards of the medical profession" in the community. The gravamen of the Smiths' medical malpractice claim is CCH delayed transfer of Carl to T.J. Samson Hospital and the lack of treatment at CCH during the delay caused him to suffer a heart attack and be permanently disabled. This is not the fact situation where negligence and causation are within the common knowledge of any layperson. The common layperson would not know what medical treatment should have been administered by CCH or what difference it would have made had Carl been earlier transferred to T.J. Samson. The Court rejects the Smiths' contention that expert medical testimony was not required. The Court reject the Smiths' argument there was a due process violation when the trial court's granted summary judgment to CCH. The trial court conducted hearings on the matter and, ultimately, based its decision to grant CCH summary judgment because of the Smiths' failure to produce expert testimony. The summary judgment was not a discovery sanction but was properly granted based on the admissions and the Smiths' failure to produce expert testimony to support their medical malpractice claim. In opposition to the Directors' motion for summary judgment, the Smiths argued the Directors may be liable for negligent hiring and retention. Even if applicable to this situation, a claim for negligent hiring and retention was not raised in the complaint and the Smiths never sought to amend that complaint. The orders and summary judgments of the Clinton Circuit Court are, therefore, affirmed. A copy of the Court's Opinion dated March 1, 2019 is available at https://bit.ly/2JrlZyZ from Leagle.com. Frank Yates, Jr. , Louisville, Kentucky, Briefs for Appellants. Timothy H. Napier , Louisville, Kentucky, Brief for Appellees. Based in Albany, New York, Clinton County Hospital, Inc. fdba Clinton County War Memorial Hospital filed for chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 14-11079) on Oct. 15, 2014, with estimated assets of $1 million to $10 million and estimated liabilities of $10 million to $50 million. The petition was signed by J.D. Mullins, administrator. CONSUMER ADVOCACY: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Consumer Advocacy Center Inc., according to court dockets. About Consumer Advocacy Center Inc. Consumer Advocacy Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10655) on Jan. 16, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. The case is assigned to Judge John K. Olson. Behar, Gutt & Glazer, P.A. is the Debtor's legal counsel. COPPER CANYON: July 29 Plan Confirmation Hearing ------------------------------------------------ The Bankruptcy Court has approved the disclosure statement explaining the Chapter 11 Plan of Copper Canyon Partners LLC. July 29, 2019, at 10:00 a.m. is fixed for the hearing on confirmation request of the Plan, as may be amended. July 15, 2019, is fixed as the last day for serving written ballots accepting or rejecting the Debtor's Plan of Reorganization . July 15, 2019, is fixed as the last day for filing and serving written objections/oppositions to confirmation of the Plan. July 22, 2019, is fixed as the last day for filing and serving written replies to any such objections/oppositions. The Ballot Summary is due to be filed and served by July 22, 2019. About Copper Canyon Partners Copper Canyon Partners LLC, a contractor in Modesto, California, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-51144) on Oct. 11, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Bruce T. Beesley oversees the case. The Debtor tapped Harris Law Practice LLC as its legal counsel, and Lewis Roca Rothgerber Christie LLP, as special counsel. CREATIVE FOODS: Creditors' Bid for Abandonment of Property Granted ------------------------------------------------------------------ Bankruptcy Judge David T. Thuma granted Creditors Floresta Properties #3, LLC, Floresta Properties #4, LLC, and Floresta Properties #5, LLC's Motion for Relief From Automatic Stay and for Abandonment of Property. The Motion relates to the leased premises located at 14010 U.S. Highway 183 North, Austin, Williamson County, Texas (the "Premises"). Debtor Creative Foods, LLC is deemed to have abandoned the Premises, all fixtures, and all personal property on the Premises pursuant to 11 U.S.C. section 554 as of 6:00 p.m.1 on Feb. 28, 2019, and the Premises, fixtures, and personal property on the Premises are therefore no longer property of the estate. Debtor agrees not to remove any fixtures or personal property from the Premises other than liquor or perishable goods. Any liquor or perishable goods remaining on the Premises after 6:00 p.m. on Feb. 28, 2019 are deemed abandoned, and the Creditors are permitted to dispose of such liquor or perishable goods as is permitted under applicable non-bankruptcy law. The Creditors are allowed a priority administrative expense claim in this case in the agreed, reduced amount of $30,000. If the Debtor fails to comply with the terms of paragraphs this Order, the Creditors will have a priority administrative expense claim in the full amount claimed by Creditors. The bankruptcy case is in re: CREATIVE FOODS, LLC, a New Mexico Limited Liability Company, EIN 82-2206770, Debtor, Case No. 18-12823-t11 (Bankr. D.N.M.). A copy of the Court's Order dated Feb. 27, 2019 is available at https://bit.ly/2YyxMPB from Leagle.com. Creative Foods, LLC, a New Mexico Limited Liability Company, Debtor, represented by Dennis A. Banning, New Mexico Financial Law & Don F. Harris. United States Trustee, U.S. Trustee, represented by Leonard K. Martinez-Metzgar, Office of the U.S. Trustee. Based in Albuquerque, New Mexico, Creative Foods, LLC, filed for chapter 11 bankruptcy protection (Bankr. D.N.M. Case No. 18-12837) on Nov. 13, 2018, with estimated assets and liabilities at $1 million to $10 million respectively. The petition was signed by Robert Stacy Williams, chief operating officer. CURTIS JAMES JACKSON: Court Narrows Claims in Suit vs Reed Smith ---------------------------------------------------------------- Defendants filed a motion to dismiss the adversary proceeding captioned CURTIS JAMES JACKSON, III, Plaintiff, v. REED SMITH LLP, and PETER RAYMOND, Defendants, Adv. Pro. No. 17-02005 (Bankr. D. Conn.). The complaint alleged legal malpractice, breach of fiduciary duty and other claims. Bankruptcy Judge Ann M. Nevins granted the defendants' motion in part and denied it in part. Defendants Reed Smith LLP and Peter Raymond represented plaintiff Curtis James Jackson, III's for several years in a case brought in New York state court by Lastonia Leviston. Ms. Leviston alleged in her suit against Mr. Jackson that he posted an explicit video with her image to his website without her written consent, in violation of New York law, among other things. Mr. Jackson fired the Defendants as his counsel on the "eve of trial" in the Leviston Case, and retained new counsel, Bickel & Brewer Approximately three months later, a jury returned a $7,000,000 verdict against Mr. Jackson, precipitating his bankruptcy filing. Mr. Jackson commenced this adversary proceeding against the Defendants asserting, generally, that the Defendants committed legal malpractice during their representation of him in the Leviston Case by, among other things, failing to depose and preserve the ability to call certain witnesses at trial; failing to engage in settlement talks; breaching their fiduciary duties; and, charging excessive legal fees. The Amended Complaint also included Mr. Jackson's objection to Reed Smith's Proof of Claim 18-1, filed in the Main Case, which the parties sought to have resolved in this adversary proceeding. As Mr. Jackson already amended his complaint once, the Defendants now seek a dismissal of the Amended Complaint with prejudice. Upon analysis, the Court holds that all the malpractice claims set forth in the Amended Complaint are dismissed with the exception of the claim set forth in Count Two that the Defendants committed malpractice by failing to conduct and preserve discovery of William A. Robert II, a/k/a "Rick Ross," Maurice Murray, or an unnamed Internet Provider which, if conducted, would have mitigated the amount of damages awarded against Mr. Jackson. All of Mr. Jackson's claims for breach of fiduciary duty are dismissed as either duplicative or for failure to state a claim. In addition to his claim for malpractice that survives this Decision, Mr. Jackson may proceed on his objection to POC 18-1 on the basis that the fees should be disallowed or reduced due to an alleged violation of 22 NYCRR 1215.1, an alleged conflict of interest, and alleged excessiveness. A copy of the Court's Memorandum of Decision and Order dated March 1, 2019 is available at https://bit.ly/2LOM7pp from Leagle.com. Curtis James Jackson, III, Plaintiff, represented by Imran H. Ansari , Baratta, Baratta & Aidala, LLP, Joseph P. Baratta , Baratta, Baratta & Aidala, LLP & John L. Cesaroni -- jcesaroni@zeislaw.com -- Zeisler & Zeisler PC. Reed Smith LLP, Defendant, represented by Drew A. Hillier, Axinn, Veltrop & Harkrider, Christopher A. Lynch, Reed Smith LLP & Thomas G. Rohback, Axinn Veltrop & Harkrider. Peter Raymond, Defendant, represented by Drew A. Hillier, Axinn, Veltrop & Harkrider, Evan T. Lee, Axinn, Veltrop & Harkrider LLP, Christopher A. Lynch, Reed Smith LLP & Thomas G. Rohback, Axinn Veltrop & Harkrider. About 50 Cent Born July 6, 1975, Curtis James Jackson III, known professionally as 50 Cent, is an American rapper, actor, businessman, and investor. 50 Cent filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on July 13, 2015 with $32.5 million in debt. The bankruptcy came days after a jury ordered him to pay $5 million to rapper Rick Ross's ex-girlfriend Lastonia Leviston for a sex tape scandal. In July 2016, U.S. bankruptcy court judge approved a Chapter 11 reorganization plan for 50 Cent. The Plan requires 50 Cent to pay $18 million to Sleek Audio to settle a judgment, $6 million to Leviston, and about $4 million to settle a guarantee claim with Sun Trust Bank, among paying off other creditors over a five-year period. In February 2017, U.S. Bankruptcy Judge Ann Nevins discharged Mr. Jackson's bankruptcy case. D/K MECHANICAL: Ct. Upholds Denial of New Trial Bid vs M. Berger ---------------------------------------------------------------- In the case captioned D/K MECHANICAL CONTRACTORS, INC., et al., Plaintiffs and Appellants, v. MICHAEL JAY BERGER, Defendant and Respondent, No. G055393 (Cal. App.), Plaintiffs and appellants D/K Mechanical Contractors, Inc. (D/K) and DGB Contractor Services, Inc. appeal from the denial of their motion for new trial. They assert inconsistent verdicts and juror misconduct warranted a new trial. The Court of Appeals of California disagrees and affirms. Plaintiffs argue the first trial verdicts on breach of fiduciary duty in their favor and on legal malpractice in defendant's favor warrant a new trial on the latter cause of action because inconsistent verdicts are "against the law" and mandate a new trial. The Court is not convinced the verdicts were inconsistent. To begin with, in the first trial there was only a finding, not a verdict, on breach of fiduciary duty. And the parties do not dispute that the $10,000 damage award in the second trial represented attorney fees to be refunded to plaintiffs. This damage award was consistent with a finding defendant breached his fiduciary duty. However, the $10 million plus plaintiffs sought was for malpractice, i.e., defendant's filing of the bankruptcy action and allegedly mishandling it. So, it was not inconsistent for the jury to render a defense verdict on the malpractice claim while at the same time awarding plaintiffs $10,000 in damages on the breach of fiduciary duty claim. But even if the verdicts were inconsistent, plaintiffs suffered no prejudice. In denying the motion for a third trial the court noted that at the second trial plaintiffs "presented much of the same evidence to another jury, and sought the same basic damages, as in the first trial." It found all of the causes of action alleged were based on "the same core events." It also observed the retrial of the breach of fiduciary duty claim had actually included malpractice too because the jury was instructed on malpractice as part of that claim. And finally, the verdict in the second trial was based "on the same tort damages that were requested across the whole case and claims." Plaintiffs claim the issue was not whether they presented the same evidence in the second trial. But it really is. If, for the sake of argument, the Court accepts plaintiffs' premise that every breach of fiduciary duty by a lawyer is malpractice, then any evidence of breach of fiduciary duty they introduced is, by definition, evidence of malpractice as well. If there was some conduct allegedly constituting malpractice separate and distinct from the conduct constituting breach of fiduciary duty that was not presented in the second trial, then plaintiffs might have an argument they were deprived of a trial on malpractice. But there was not. Again, the court found the evidence presented and damages sought in the second trial were essentially the same as in the first trial. Plaintiffs do not direct us to anything in the record to dispute these findings and we must accept them as true. That legal malpractice was not separately identified on the verdict form in the second trial is not controlling. The jury still had the opportunity to consider all the same evidence and award all the same damages plaintiffs requested on both theories. Consequently, plaintiffs have not shown the court abused its discretion in denying the motion for new trial based on the alleged inconsistent verdicts. A full-text copy of the Court's Opinion dated Feb. 26, 2019 is available at https://bit.ly/2E8Y3MJ from Leagle.com. Shulman Hodges & Bastian, Ronald S. Hodges and J. Ronald Ignatuk, for Plaintiffs and Appellants. Law Offices of Michael Jay Berger and Michael Jay Berger, for Defendant and Respondent. D/K Mechanical Contractors, Inc., based in Anaheim, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24055) on October 7, 2011. Judge Robert N. Kwan oversees the case. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in debts. A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb11-24055.pdf The petition was signed by Gary Brubaker, president. DEAN FOODS: Moody's Lowers CFR to 'Caa1', Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded Dean Foods Company's Corporate Family Rating (CFR) to Caa1 from B3 and its Probability of Default Rating to Caa1-PD from B3-PD. Moody's also downgraded the company's senior unsecured notes to Caa2 from Caa1. At the same time Moody's affirmed the company's Speculative Grade Liquidity Rating at SGL-3. The outlook is negative. This action concludes the review for downgrade initiated on February 28, 2019. The downgrade reflects the company's weak operating performance over the last four quarters and Moody's expectation for continued weak earnings and cash flow. It also reflects a high degree of uncertainty about the company's strategic direction. Profitability has been pressured by high transportation and fuel costs and a number of one-time items associated with the closure of seven plants in 2018. Moody's expects earnings to remain under pressure in the near term despite costs savings initiatives as the company continues to lose volume and as raw milk inflation increases in 2019. The company expects improving results beginning in the current quarter, but Moody's expects that margins will remain thin, and cash flow modest, limiting any cushion for further disruption. Dean took a $191 million non-cash goodwill impairment charge in the fourth quarter 2018, reflecting lower anticipated future earnings from its core business. The company also suspended its dividend and will no longer offer financial guidance. There is also now uncertainty around the company's strategic direction following its announcement in February that it is exploring strategic alternatives to enhance shareholder value. These alternatives could include the disposition of assets, formation of a joint venture, a strategic business combination, taking the company private, a sale of the company, or a continuation of its executing of the company's current business plan. The timetable to conclude on the possible alternatives is not known. The company's Speculative Grade Liquidity rating of SGL-3 largely reflects Moody's expectation for weak free cash flow due to the decline in earnings and the costs to implement its productivity plan. The company recently refinanced its bank facilities. These include an amended and extended $450 million accounts receivable facility expiring February of 2022, and a new $265 million five year revolving credit facility now to be secured by some of the company's real estate. The $265 million revolver has a springing expiration of September 15, 2022 in the event that Dean's senior unsecured notes are not repaid or refinanced by June 15, 2022. Moody's downgraded the following ratings: -- Corporate Family Rating to Caa1 from B3 -- Probability of Default Rating to Caa1-PD from B3-PD -- $700 million senior unsecured notes due 2023 to Caa2 (LGD5) from Caa1 (LGD4) Rating affirmed: -- Speculative Grade Liquidity Rating at SGL-3 -- The outlook is negative RATINGS RATIONALE Dean's Caa1 CFR and negative outlook reflects volatile earnings and cash flow, its high financial leverage, and the risk of operating disruptions as it makes changes to its manufacturing footprint and operating procedures. Dean also has limited product diversity, being focused primarily on low margin fluid milk and to a lesser extent ice cream. It's credit profile benefits from its large scale, strong distribution network, and comprehensive refrigerated direct store delivery system. The rating could be downgraded in the event of further deterioration in operating performance, continued negative free cash flow, or deterioration in liquidity. In addition ratings could be lowered if Moody's perceives that there is an increased probability that Dean would pursue a restructuring or other transaction that Moody's would consider a distressed exchange, and hence a default. To achieve and upgrade, the company would need to materially improve operating performance, restore positive free cash flow, improve profit margins, and reduce debt/EBITDA leverage to below 6 times debt/EBITDA. In addition an upgrade would require greater clarity about the company's strategic direction. Dean Foods Company, headquartered in Dallas, Texas, is the largest processor and distributor of milk and various other dairy products in the United States. The publicly-traded company had sales of $7.6 billion for the twelve months ended March 31, 2019. DITECH FINANCIAL: Court Dismisses RJRN Appeal without Prejudice --------------------------------------------------------------- The Supreme Court of Nevada dismisses the appeals case captioned RJRN HOLDINGS, LLC, A DOMESTIC LIMITED LIABILITY COMPANY, Appellant, v. DITECH FINANCIAL LLC, F/K/A GREEN TREE SERVICING LLC, A FOREIGN LIMITED LIABILITY COMPANY, Respondent, No. 76442 (Nev.) without prejudice. This is an appeal from an order granting summary judgment in a foreclosure action. Counsel for respondent has filed a notice informing this court that respondent and certain of its direct and indirect subsidiaries have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The filing of a bankruptcy petition operates to stay, automatically, the "continuation" of any "judicial . . . action . . . against the debtor." An appeal, for purposes of the automatic stay, is considered a continuation of the action in the trial court. Consequently, an appeal is automatically stayed if the debtor was the defendant in the underlying trial court action. It appears that respondent was a defendant. Therefore, this appeal is stayed pursuant to the automatic stay provisions of federal bankruptcy law. Given the applicability of the automatic stay, this appeal may linger indefinitely on the court's docket pending final resolution of the bankruptcy proceedings. Accordingly, judicial efficiency will be best served if this appeal is dismissed without prejudice. Because a dismissal without prejudice will not require this court to reach the merits of this appeal and is not inconsistent with the primary purposes of the bankruptcy stay -- to provide protection for debtors and creditors -- this court further concludes that such dismissal will not violate the bankruptcy stay. The dismissal is without prejudice to appellant's right to move for reinstatement of this appeal upon either the lifting of the bankruptcy stay or final resolution of the bankruptcy proceedings, if appellant deems such a motion appropriate at that time. A copy of the Court's Order dated Feb. 26, 2019 is available at https://bit.ly/2vX1NfR from Leagle.com. DITECH FINANCIAL: Ct. Dismisses Appeal vs Premier One w/o Prejudice ------------------------------------------------------------------- The Supreme Court of Nevada dismisses the appeals case captioned GREEN TREE SERVICING, LLC, N/K/A DITECH FINANCIAL, LLC, Appellant, v. PREMIER ONE HOLDINGS, INC., Respondent, No. 75862 (Nev.) without prejudice. This is an appeal from a final judgment in a quiet title action. Counsel for appellant has filed a notice informing this court that appellant and certain of its direct and indirect subsidiaries have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. The filing of a bankruptcy petition operates to stay, automatically, the "continuation" of any "judicial . . . action . . . against the debtor." An appeal, for purposes of the automatic stay, is considered a continuation of the action in the trial court. Consequently, an appeal is automatically stayed if the debtor was the defendant in the underlying trial court action. It appears that appellant was a defendant. Therefore, this appeal is stayed pursuant to the automatic stay provisions of federal bankruptcy law. Given the applicability of the automatic stay, this appeal may linger indefinitely on the court's docket pending final resolution of the bankruptcy proceedings. Accordingly, judicial efficiency will be best served if this appeal is dismissed without prejudice. Because a dismissal without prejudice will not require this court to reach the merits of this appeal and is not inconsistent with the primary purposes of the bankruptcy stay -- to provide protection for debtors and creditors -- this court further concludes that such dismissal will not violate the bankruptcy stay. The dismissal is without prejudice to appellant's right to move for reinstatement of this appeal upon either the lifting of the bankruptcy stay or final resolution of the bankruptcy proceedings, if appellant deems such a motion appropriate at that time. A copy of the Court's Order dated Feb. 26, 2019 is available at https://bit.ly/2VrARyQ from Leagle.com. DITECH HOLDING: Global Settlement Incorporated in Latest Plan ------------------------------------------------------------- Ditech Holding Corporation and affiliates filed an amended disclosure statement for its amended joint chapter 11 plan dated May 8, 2019. This latest plan incorporates a Global Plan Settlement resolving all issues and objections that have been, or could be, asserted by the Creditors' Committee with respect to, among other things, (i) confirmation of the Amended Joint Chapter 11 Plan of Reorganization of Ditech Holding Corporation and Its Debtor Affiliates, dated as of April 26, 2019; (ii) the releases and exculpations contemplated by the Plan; (iii) prospective lien challenges, claims, or causes of action that might be brought by or on behalf of the Debtors’ Estates; and (iv) the Restructuring Support Agreement. The Global Plan Settlement contemplates a distribution to holders of Allowed Second Lien Claims and General Unsecured Claims, as a carve-out of Term Loan collateral, as follows: - The holders of General Unsecured Claims shall be paid pursuant to a general unsecured claim recovery trust whereby the Debtors and the estates shall transfer assets to the trust free and clear of all liens, charges, claims, encumbrances, and interests for the benefits of the holders of Allowed General Unsecured Claims. - Second Lien Noteholders shall be paid pursuant to a second lien recovery cash pool free and clear of all liens, charges, claims, encumbrances, and interests for the benefits of the Second Lien Noteholders. The Global Plan Settlement results from vigorous, arms-length negotiation among the Debtors, the Term Loan Ad Hoc Group and the Creditors' Committee, with the assistance of their advisors. As a result of the modifications to the Plan implemented through the Plan, the Creditors' Committee supports confirmation of the Plan. A copy of the Amended Disclosure Statement dated May 8, 2019 is available at https://tinyurl.com/y38e5dge from epiq11.com at no charge. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. DITECH HOLDING: Inks Plan Settlement with Creditors' Committee -------------------------------------------------------------- Ditech Holding Corporation and Its Affiliated Debtors filed a second amended Joint Chapter 11 Plan of Reorganization and accompanying disclosure statement to incorporate a Global Plan Settlement resolving all issues and objections that have been, or could be, asserted by the Official Committee of Unsecured Creditors with respect to, among other things, (i) confirmation of the Amended Plan; (ii) the releases and exculpations contemplated by the Plan; (iii) prospective lien challenges, claims, or causes of action that might be brought by or on behalf of the Debtors' Estates; and (iv) the Restructuring Support Agreement. The Global Plan Settlement contemplates a distribution to holders of Allowed Second Lien Claims and General Unsecured Claims, as a carve out of Term Loan collateral, as follows: * The holders of General Unsecured Claims shall be paid pursuant to a general unsecured claim recovery trust whereby the Debtors and the estates shall transfer assets to the trust free and clear of all liens, charges, claims, encumbrances, and interests for the benefits of the holders of Allowed General Unsecured Claims. * Second Lien Noteholders shall be paid pursuant to a second lien recovery cash pool free and clear of all liens, charges, claims, encumbrances, and interests for the benefits of the Second Lien Noteholders. A full-text copy of the Second Amended Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y6qoeycm from PacerMonitor.com at no charge. The Amended Disclosure Statement was filed by Ray C. Schrock, P.C., Esq., and Sunny Singh, Esq., at Weil, Gotshal & Manges LLP, in New York, on behalf of the Debtors. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. DNIB UNWIND: Court Affirms Denial of BEC Bid for Determination -------------------------------------------------------------- In the case captioned B.E. CAPITAL MANAGEMENT FUND, LP, Appellant, v. GEOFFREY L. BERMAN, in his capacity as Trustee of the Liquidating Trust of DNIB Unwind, Inc. (f/k/a Bind Therapeutics, Inc.), Defendant/Appellee, Civ. No. 17-945 (CFC) (D. Del.), District Judge Colm F. Connolly affirmed the Bankruptcy Court's decision denying BEC's Motion for Determination that the Trustee's Conditioning of Distributions to Shareholders on their Submission of Equity Distribution Form Violates the Plan, or, Alternatively, is an Impermissible Plan Modification, which sought a determination that Appellee's conditioning of distributions to shareholders upon receipt of certain tax documents and equity certifications is impermissible under the debtors' confirmed plan. The Court also denied BEC's Motion for Reconsideration as moot. On appeal, BEC asserts that the Bankruptcy Court erred as a matter of law in holding that "the Plan, the Confirmation Order and the Trust Agreement all operate to provide Trustee with the authority to demand the tax forms and the Certifications." BEC asserts that this legal conclusion is not supported by the provisions in the operative plan documents upon which the Bankruptcy Court relied. BEC further asserts that the Decision violates principles of contract construction and interpretation because permitting the Trustee authority to condition distributions on the submission of Tax Documents would render all provisions relating to the Debtors' transfer agent meaningless. Trustee has been advised by its tax professionals that the Trust is required to provide the IRS tax identification numbers for each beneficiary of the Trust, including all shareholders entitled to a distribution under the Plan. Although BEC clearly disagrees with the tax advice provided by the Trust's tax professionals, BEC offers only its own opinion that there are other ways in which Trustee may satisfy his obligations. BEC has provided no contradictory expert opinion or testimony from a tax professional to support its allegation that the Tax Documents are not required and suggests no viable alternative to the Equity Certification. The Bankruptcy Court's Decision is supported by the Plan documents and violates no rules of contract construction and interpretation. The Court therefore finds no error in the Decision denying BEC's Motion for Determination and' will affirm the Bankruptcy Court's Decision. Accordingly, BEC's Motion for Reconsideration is rendered moot. A copy of the Court's Memorandum Opinion dated Feb. 27, 2019 is available at https://bit.ly/2VKSRJx from Leagle.com. DNIB Unwind, Inc. et al., formerly known as BIND Therapeutics, Inc., et al., Debtor, represented by Amanda Rose Steele -- steele@rlf.com -- Richards, Layton & Finger, PA. B.E. Capital Management Fund LP, Appellant, represented by Julia Bettina Klein, Klein LLC. Geoffrey L. Berman, Trustee, Appellee, represented by Amanda Rose Steele, Richards, Layton & Finger, PA. The bankruptcy case is in re: DNIB UNWIND, INC. (f/k/a BIND THERAPEUTICS, INC.), Chapter 11, Post-Effective Date Debtor, Case No. 16-11084 (BLS) (Bankr. D. Del.). DXP ENTERPRISES: S&P Alters Outlook to Positive, Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Houston-based DXP Enterprises Inc. (DXP) and revised the outlook to positive. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $250 million term loan with a '2' recovery rating. The outlook revision reflects potentially lower leverage and improved financial controls, according to S&P. "The positive outlook reflects our view that we could upgrade DXP if the company can sustain debt leverage at less than 3x and remediate its remaining financial control weakness by the end of 2019. We believe that given our expectation of stable oil price in 2019 and 2020, the company will continue to benefit from increased capital spending in the late upstream, midstream or downstream oil and gas markets," the rating agency said. The revision of the outlook to positive from stable reflects S&P's expectation that DXP will generate high single-digit percent revenue growth that reflects steady demand from oil, gas, and other industrial end markets. S&P anticipates the company will continue to grow organically and through tuck-in acquisitions, which will strengthen its position as a first-tier national distributor. The rating agency expects DXP will lower debt leverage to about 2.5x by 2019. It also expects the company to resolve its remaining internal control weakness in 2019. "We could raise the rating on DXP in the next 12 months if the company maintains leverage at less than 3x while continuing to grow organically and though acquisitions. Under this scenario we would expect the company to resolve its material weakness in the financial reporting process," S&P said. S&P said it could revise the outlook to stable if it anticipated adjusted leverage exceeding 3x because of deteriorating earnings, debt-financed acquisitions, or both, adding that lower earnings could be associated with less capital spending by oilfield services and equipment manufacturing companies because of a sustained decline (greater than 10%-15%) in oil prices. The rating agency said it could also revise the outlook to stable if the company does not resolve its material control weakness by the end of 2019. EDGEMERE, TX: Fitch Removes 'BB-' on $112MM Bonds From Watch Neg. ----------------------------------------------------------------- Fitch Ratings has removed from Rating Watch Negative the 'BB-' rating on approximately $112 million of bonds issued by the Tarrant County Cultural Education Facilities Finance Corporation on behalf of Edgemere, TX. The Rating Outlook is Negative. SECURITY The bonds are secured by a pledge of obligated group revenues, a lien on the leasehold interest in Edgemere's property and a debt service reserve fund. KEY RATING DRIVERS REMOVAL FROM RATING WATCH NEGATIVE: The removal from Negative Watch is based on Edgemere's release of its 2017 audited financial statements and bondholders not electing to enforce their remedies for late delivery, which could have resulted in an event of default. The removal from Rating Watch Negative is also based on Fitch's expectation that Edgemere did not violate its debt service coverage ratio covenant for 2018 based on unaudited results for the year. WEAK PROFITABILITY: The 'BB-' rating and Negative Outlook primarily reflect continued poor operating profitability, which remains below budgeted levels and Fitch's expectation. The sustained operating pressure is primarily related to the slow fill-up of newly constructed assisted living and memory support units. After weakened profitability from 2015 through 2017, the operating ratio and net operating margin (NOM) worsened and measured a respective 117.7% and negative 5% for 2018 based on unaudited figures. DECREASED LIQUIDITY: Edgemere's liquidity position is adequate for the rating, but lower than historic levels. At March 31, 2019, Edgemere had approximately $36.5 million in unrestricted cash and investments according to Fitch's calculation. This level of liquidity equated to about 308 days cash on hand (DCOH) and 32.5% cash to debt, which are in line with Fitch's below-investment-grade category medians, but are less than half the level from a few years ago. VARIABLE INDEPENDENT LIVING DEMAND: Edgemere enjoys a niche market position but has experienced variable independent living unit occupancy. ILU occupancy averaged 93% between 2010 and 2014 before declining in 2015 and 2016 due to above-average unit turnover. ILU occupancy increased to an average of nearly 93% in 2018 from 86.8% in fiscal 2016, but declined to an average of 90% for the three month interim period ending March 31, 2019 primarily as a result of higher care transitions. HIGH LONG-TERM LIABILITY PROFILE: Edgemere's debt position is high and is affected by a long-term ground lease. Maximum annual debt service as a percent of revenues amounted to 21.9% in 2018, which is above Fitch's BIG median of 16.5%. Debt to net available weakened over the past few years due to increased borrowing and reduced cash flow. As a result, debt to net available measured 15.4x in 2017 and 13.4x in 2018, weaker than Fitch's BIG median of 9.8x. The debt position increases to even higher levels when it is adjusted for Edgemere's long-term ground lease. ASYMMETRIC RISK CONSIDERATIONS: There are no asymmetric risk considerations affecting the rating determination. RATING SENSITIVITIES FINANCIAL PROFILE STABILIZATION: Edgemere's failure to improve operating performance and stem liquidity declines will likely lead to a downgrade. The Rating Outlook could be revised to Stable with no further liquidity reductions and if cash flow leads to adequate debt service coverage. AFFILIATION AGREEMENT: On May 10, 2019, Edgemere's parent company and Lifespace Communities (BBB/Stable) entered into an affiliation agreement. Lifespace Communities would not be obligated on Edgemere's debt, but the affiliation may stabilize Edgemere's credit profile. Fitch will incorporate any effect of the affiliation agreement on the rating once it is finalized and the agency has an opportunity to review any updated plans for Edgemere. CREDIT PROFILE Edgemere (Northwest Senior Living Corporation, dba Edgemere), located in the Preston Hollow neighborhood of Dallas, provides a complete continuum of care with 304 ILUs, 68 assisted living units (ALU), 45 memory support units and 87 skilled nursing facility beds (SNF). The property is leased through a long-term ground lease that runs through 2054. Total operating revenues were approximately $36.9 million in 2018 based on unaudited figures. Edgemere offers type-A life care resident agreements for its ILUs. Most of its contracts are 90% refundable. Entrance fee refunds are subject to Edgemere receiving sufficient re-sale proceeds after re-occupancy of the vacated ILU. However, Edgemere uses a specific unit system for entrance fee refunds, which provides refunds in a timely manner but places some challenges on cash flow and liquidity management. Fitch's analysis and all figures cited in this report are based on the obligated group, which consists of Edgemere and its parent company, Senior Quality Lifestyles Corporation (SQLC). In addition to Edgemere, SQLC currently owns and operates four other life plan communities (LPC). The obligated group has historically provided loans to other SQLC communities to fund capital projects and liquidity support agreements for new communities. The intercompany loans outstanding, including accrued interest and deferred management fees, measured approximately $32.5 million at Dec. 31, 2016. Edgemere was not able to produce audited financial statements for 2017 (by May 31, 2018) since the collectability of its intercompany loans was being challenged. As a result, Edgemere was in violation of a covenant to provide annual financial statements under its bond documents, which could have resulted in an event of default. The intercompany loan balance issue was settled in February 2019 with the provision of a reserve of $29.3 million and the delivery of the 2017 audited financial statements. Further, the intercompany loan balance was reduced by about $3 million during September 2018 after SQLC sold land in Colorado for a planned new campus that was no longer being pursued. As a result, Edgemere is nearly fully reserved for repayment on these loans and Fitch's analysis assumes that no repayment is made. SQLC acquired Seniority, Inc. (Seniority), a provider of management, sales and development consulting services to senior living communities in June 2017. The acquisition of Seniority added management systems, proprietary programs and management personnel to SQLC. SQLC is the sole stockholder of Seniority. Seniority assumed responsibility for management of Edgemere and SQLC's other LPCs in July 2017. Prior to July 2017, Edgemere's day-to-day operations were managed by Greystone Management Services Company, LLC. On May 10, 2019, Edgemere and Lifespace Communities entered into an affiliation agreement. The agreement provides for Lifespace Communities to become the sole corporate member (owner and operator) of SQLC, Edgemere, Seniority and two other SQLC LPCs: Querenicia at Barton Creek (BBB-/Stable) in Austin and The Stayton at Museum Way in Fort Worth. While the agreement is binding, it is subject to regulatory approvals and other requirements. If closed as currently contemplated, Edgemere and SQLC will still be the only obligated group members on its debt. In addition, Lifespace Communities would not be obligated on Edgemere's debt or the debt of any other SQLC affiliate. If the agreement is consummated as planned, it could be a stabilizing factor on Edgemere's credit profile. Fitch will incorporate any effect of the affiliation agreement on the rating once it is finalized and it has an opportunity to review Lifespace Communities' strategic, operational and financial plans for Edgemere. WEAK PROFITABILITY Operating profitability has been compressed since 2015 and further weakened during the past two years despite the improved ILU occupancy. In 2018, the operating ratio increased to 117.7% while NOM decreased to negative 5.0% in 2018 from a respective 103.6% and 3.3% in 2016. Management had budgeted for improved operations in 2017 and 2018; however, the costs related to a revised organizational structure as well as delayed openings of newly constructed units and common areas pressured operating results. The weak profitability in 2015 and 2016 reflected above-average unit attrition, decreased net entrance fees and decreased ILU occupancy. The continued poor operating profitability in 2017 and 2018 primarily reflected service disruptions and slow fill-up from the ALU and SNF expansion project, which offset improved ILU occupancy. Profitability in 2017 was also negatively affected by the duplication of management fees during the transition from Greystone Management Services, LLC and SQLC to Seniority. Fitch expected operating profitability to improve during 2018. The revenue pressure in 2017 from the ALU and SNF units that were taken offline was not projected to reoccur since the units were placed back online in December 2017. Edgemere also increased both monthly service fees and entrance fees in 2018 to bring them more in line with market rates, but that did not bolster operating revenues as planned. The community also implemented several expense management initiatives including participation in a group purchasing organization to decrease supplies expense and engaged a consulting firm to identify and apply labor productivity improvements. However, start-up and recurring costs relating to the expanded ALU, memory support and SNF units continued to pressure operations and offset the expense initiatives implemented that year. Failure to demonstrate improved operating profitability in 2019 could lead to negative rating action. DEMAND TRENDS ILU occupancy improved during 2017 and 2018 (to 92.8% at Dec. 31, 2018) after decreasing from 2013 to 2016. The prior decrease in ILU occupancy was due to higher than average unit attrition since 2014 and some disruption due to construction in the ILU building in 2016 associated with Edgemere's Renaissance Project. ILU occupancy improvement in 2018 was supported by marketing incentives whereby new residents were offered the option to pay 50% of the entrance fee upon occupancy and the remaining 50% six months later. While the quicker realization of monthly service fees from increased occupancy supported operations, net entrance fee receipts were delayed. As a result, most of the net turnover entrance fees collected for 2018 was realized in the final quarter. During the first quarter of 2019, ILU occupancy declined to 88% at March 31 mostly as a result of a high amount of transfers to other levels of care. Both ALU (including memory support) and skilled nursing occupancy decreased to 67% and 92%, respectively in 2017 because of 20 units that were taken offline, in conjunction with the Renaissance Project. The units were placed back online during December 2017. Accounting for the offline units, ALU and SNF occupancy would have equaled about 89% and 97%, respectively, in 2017. However, Edgemere opened a total of 34 additional units during March 2018 that required staffing to meet regulatory requirements. As a result of slow fill-up due to increased competition, ALU (63.2%), memory support (46.7%), and SNF (83.9%) occupancy were pressured as of Dec. 31, 2018. For the first three months of 2019, ALU, memory support and skilled occupancy remain soft and ended the quarter at a respective 72%, 44% and 77%. HIGH LONG-TERM LIABILITY PROFILE For analytical purposes, Fitch classifies Edgemere's long-term ground lease as a capital lease rather than an operating lease. The ground lease obligation is valued by applying an 8x multiple to the annual lease expense. In addition, Fitch adjusted MADS to include the annual operating lease cash payment and added operating lease expense back to net revenues available for debt service. Edgemere's debt burden increases with the capitalized ground lease. Edgemere's debt burden remains high with bonded MADS of approximately $8 million and adjusted MADS of about $11.6 million, equating to a respective 21.9% and 31.4% of 2018 revenue. Reflecting the weakened profitability and the heavy debt burden, adjusted MADS coverage equaled a light 1.0x in 2017 and 1.1x in 2018. At the end of the third quarter of 2018, there was a possibility that Edgemere would violate its rate covenant since net entrance fee receipts were lagging as a result of the move-in incentives. However, net entrance fees accelerated in the fourth quarter and led to adequate coverage based on unaudited figures. The master trust indenture's rate covenant requires 1.2x actual annual debt service coverage. A rate covenant violation would result in a consultant call-in provision. Per Edgemere's MTI rate covenant calculation, actual annual debt service coverage equaled 1.22x in 2017 and 1.36x (unaudited) in 2018. However, net entrance fee receipts turned negative during the first quarter of 2019 due to higher care transitions, more move outs and the timing of refunds paid given Edgemere's specific unit system refund policy. Failure to rebuild ILU occupancy could again pressure net entrance fee receipts and lead to rate covenant challenges for 2019. CAPITAL PROJECTS Beginning in 2015, Edgemere began a series of capital projects to re-position its campus and add more units. The capital projects, Renaissance at Edgemere, include renovations and enhancements to ILU common spaces as well as additional assisted living, memory support and skilled nursing units and services. The total project added a net of eight new ALUs, 11 new memory support units and 15 new SNFs. The project cost about $33 million, funded primarily by series 2015 bond proceeds, and was completed in March 2018. A portion of the new healthcare facilities was completed in 2017 but inspection delays pushed back occupancy by over 70 days. The remainder of the new healthcare facilities was completed in March 2018 and fill-up of the units started a few months later after receiving related licenses. Fill-up of the new ALUs, memory care units and SNF beds has lagged expectations, which has exacerbated Edgemere's financial pressures given the increased costs relating to the project. EDWARD'S BODY: Seeks to Extend Exclusive Filing Period to Aug. 5 ---------------------------------------------------------------- Edward's Body Shop & Auto Repair, Inc. asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the period during which it has the exclusive right to file a Chapter 11 plan through Aug. 5, and to solicit acceptances for the plan through Oct. 4. Edward's Body Shop said it needs more time to finalize the financing terms for its property, which will put the company in a better position to negotiate treatment of creditors under its plan. About Edward's Body Shop Edward's Body Shop & Auto Repair, Inc. is a privately held company in Miami, Florida, that provides automotive repair and maintenance services. It was incorporated in 1986. Edward's Body Shop & Auto Repair sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10172) on Jan. 6, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The case has been assigned to Judge Jay A. Cristol. Orshan, P.A., is the Debtor's counsel. ELANAR CONSTRUCTION: Exclusive Filing Period Extended Until Aug. 15 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois extended the period during which Elanar Construction Co. has the exclusive right to file a Chapter 11 plan through Aug. 15, and to solicit acceptances for the plan through Oct. 14. Elanar Construction's business is seasonal and most of its activities are concentrated during the period from May to October. Once it enters into and begins work on construction contracts, the company will be in a better position to prepare forecasts as to its short-term and long-term cash flows, which are essential to the preparation of an effective plan of reorganization, according to its attorney, Arthur Simon, Esq., at Crane, Simon, Clar & Dan. About Elanar Construction Co. Founded in 2001, Elanar Construction is a privately held company in the commercial & residential construction industry. The Company sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-01576) on Jan. 18, 2019. In the petition signed by Ross Burns, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by Arthur G. Simon, Esq. at Crane, Simon, Clar & Dan. EMPIRE GENERATING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: Empire Generating Co, LLC 75 Riverside Avenue Rensselaer, NY 12144 Business Description: Empire Generating engages in the generation and sale of natural gas fired electricity in New York. Chapter 11 Petition Date: May 19, 2019 Four affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Empire Generating Co, LLC (Lead Case) 19-23007 Empire Gen Holdco, LLC 19-23006 Empire Gen Holdings, LLC 19-23008 TTK Empire Power, LLC 19-23009 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Robert D. Drain Debtors' Counsel: Peter S. Partee, Sr., Esq. Robert A. Rich, Esq. Michael S. Legge, Esq. HUNTON ANDREWS KURTH LLP 200 Park Avenue New York, New York 10166 Tel: (212) 309-1000 E-mail: ppartee@huntonak.com rrich2@huntonak.com mlegge@huntonak.com - and - Michael P. Richman, Esq. STEINHILBER SWANSON LLP 122 West Washington Avenue, Suite 850 Madison, Wisconsin 53703-2732 Tel: (608) 709-5998 E-mail: mrichman@steinhilberswanson.com Debtors' Financial Advisor: RPA ADVISORS Debtors' Claims & Noticing Agent: OMNI MANAGEMENT GROUP, INC. Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Garrick F. Venteicher, president and chief executive officer. A full-text copy of Empire Generating Co's is available for free at: http://bankrupt.com/misc/nysb19-23007.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. GE International, Inc. Trade Debt $734,530 P.O. Box 643449 Pittsburg, PA 15264-3449 Michael Bradford Email: michael1.bradford@ge.com 2. American Boiler, Tank & Trade Debt $237,390 Welding Co., Inc. 53 Pleasant Street Albany, NY 12207 Brenda Rosa Tel: 518.463.5087 Email: brosa@americanboiler.com 3. Cormetech, Inc. Trade Debt $212,437 11707 Steele Creek Road Charlotte, NC 28273 Shelley Leone Email: leonesj@cormetech.com 4. FPI Mechanical, Inc. 11 Green Mountain Drive Trade Debt $172,525 Cohoes, NY 12047 Bod Snyder, Jr. Email: jrsnyder@fpimechanical.com 5. United Servo Hydraulics Inc. Trade Debt $124,091 1450 Genicom Drive Waynesboro, VA 22980 Melissa Simmons Email: melissa@unitedservo.com 6. Custom Lighting Services, LLC Trade Debt $115,115 (d/b/a Black & McDonald) 6001 E. Front Street Kansas City, MO 64120 Michael Maine Email: mmaine@blackandmcdonald.com 7. Atlantic Contracting & Trade Debt $105,932 Specialties, LLC P.O. Box 64191 Baltimore, MD 21264 Rick Bush Email: rbush@atlanticcontracting.com 8. Northeast Precision Trade Debt $102,500 Welding, Inc. P.O. Box 109 East Greenbush, NY 12061 Mark Dwileski Tel: 518.732.0130 Email: mark@neprecisioinwelding.com 9. Millennium Power Services Trade Debt $94,140 80 Mainline Drive Westfield, MA 01085 Aaron Florek Tel: 413.562.5332 Email: aflorek@millenniumpower.net 10. F.W. Webb Company Trade Debt $73,995 160 Middlesex Turnpike Bedford, MA 01085 Jonathan McDonald Email: jonathan.mcdonald@gwwebb.com 11. Bucci Painting Corp Trade Debt $68,850 P.O. Box 74 Greenville, NY 12061 James Bucci Email: james@jamesbucci.com 12. CEM Services, Inc. Trade Debt $58,200 360 Old Colony Road, Ste 1 Norton, MA 02766 Jesenia Rivera Email: jrivera@cemteks.com 13. BrandSafway Trade Debt $44,863 P.O. Box 780274 Philadelphia, PA 19178-0274 Bo Pritchard Email: bpritchard@brandsafway.com 14. Environex, Inc. Trade Debt $41,700 1 Great Valley Pkwy, Ste. #4 Malvern, PA 19178-0274 Samantha Ladd Email: ladd@environex.com 15. Healey Fire Protection, Inc. Trade Debt $33,261 134 Northpointe Drive Lake Orion, MI 48359 Mark Koskela Email: mkoskela@healeyfire.com 16. Viking Turbine Services, Inc. Trade Debt $32,050 106 Queens Rd Hubert, NC 28539 Tim Midgette Email: tim.midgette@vikingturbineservices.com 17. Bremco, Inc. Trade Debt $31,125 P.O. Box 1491 Claremont, NH 03743 Jolene Jennings Email: jjennings@gremco.com 18. Northeast Controls, Inc. Trade Debt $27,634 3 Enterprise Avenue Clifton Park, NY 12065 Eric Sanborn Email: Eric.sanborn@northeastcontrols.com 19. Custom Instrumentation Trade Debt $24,976 Services 7841 South Wheeling Court Englewood, CO 80112-4554 Walt Bastron Email: wbastron@ciscocems.com 20. C.T. Male Associates Trade Debt $20,500 50 Century Hill Drive Latham, NY 12110 Jeff Marx Email: j.marx@ctmail.com EUROPACORP S.A.: Chapter 15 Case Summary ---------------------------------------- Ten affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- EuropaCorp S.A. (Lead Debtor) 19-11587 20 rue Ampere, 93200 Saint-Denis 93413 France Blue Advertainment S.A.S. and 19-11588 Digital Factory S.A.S. 19-11589 EuropaCorp Distribution S.A.S. 19-11590 Orchestra S.A.S. 19-11591 T5 Production S.A.S. 19-11592 EuropaCorp Home Entertainment S.A.S. 19-11594 EuropaCorp Television S.A.S. 19-11595 Valerian S.A.S. 19-11596 Valerian Holding S.A.S. 19-11597 Business Description: Europacorp SA is a France-based company Founded in 1992 that operates in the entertainment industry. The Company is dedicated to the production and distribution of cinematographic and audiovisual works. On the web: http://www.europacorp.com/ Foreign Proceeding: Sauvegarde pending before the Tribunal de Commerce de Bobigny Chapter 15 Petition Date: May 17, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Foreign Representative: Kevin Tatum McDonald 8245 Mannix Drive Los Angeles CA 90046 Foreign Representative's Counsel: Matthew K. Kelsey, Esq. Eric J. Wise, Esq. Alan Moskowitz, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Tel: (212) 351-4000 (212) 351-2615 Fax: (212) 351-4035 E-mail: mkelsey@gibsondunn.com ewise@gibsondunn.com amoskowitz@gibsondunn.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of EuropaCorp S.A.'s petition is available for free at: http://bankrupt.com/misc/nysb19-11587.pdf FAYETTE MEMORIAL: Seeks to Extend Exclusive Filing Period to June 7 ------------------------------------------------------------------- Fayette Memorial Hospital Association, Inc. asked the U.S. Bankruptcy Court for the Southern District of Indiana to extend the period during which it has the exclusive right to file a Chapter 11 plan through June 7, and to solicit acceptances for the plan through Aug. 7. Fayette Memorial said it needs additional time to continue to negotiate with potential buyers of its assets, evaluate its options and finalize its plan. The court had previously approved a bidding process but no auction was held since the offers to purchase the assets did not satisfy the requirements of the bidding process, according to court filings. About Fayette Memorial Hospital Association Founded in 1913, Fayette Memorial Hospital Association, Inc. -- https://www.fayetteregional.org/ -- is a multi-faceted health care organization in Connersville, Indiana. It offers ambulatory care, cancer care, care pavilion, dermatology, diagnostic imaging, emergency care, express care, facial and cosmetic procedures, hospice care, laboratory services, pediatrics, physical therapy and rehabilitation, among other services. Fayette Memorial Hospital Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 18-07762) on Oct. 10, 2018. In the petition signed by CEO Randall White, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Jeffrey J. Graham. The Debtor tapped Fultz Maddox Dickens PLC as its legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Fox Rothschild LLP as its legal counsel. FINCO I LLC: S&P Affirms 'BB' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said it affirmed its 'BB' issuer credit rating on FinCo I LLC (Fortress). The outlook remains stable. At the same time, S&P also affirmed its 'BB' issue rating on the company's senior secured revolver and term loan. The recovery rating is '3', denoting S&P's expectation for a meaningful (50% rounded estimate) recovery in the event of a payment default. S&P's affirmation reflects Fortress' continued focus on deleveraging, in line with the rating agency's previous expectations. On May 1, Fortress made a voluntary payment of $104 million on its term loan. This was the second voluntary repayment it has made in the last year. S&P also expects that during the year-to-date period, the company likely made prepayments related to the sale of Graticule and its excess cash flow sweep (leverage was 2.3x at year-end, necessitating this). S&P continues to expect leverage to decline to 4.0x-4.5x by year-end 2019 and modestly below 4x in 2020. Additionally, the rating agency expects interest coverage to be around 3x in both years. In S&P's view, these metrics are consistent with the company's current 'bb-' stand-alone credit profile (which then is increased by one notch due to Fortress' relationship with SoftBank to reach the 'BB' issuer credit rating). The stable outlook incorporates S&P's expectation for Fortress to grow its realized EBITDA into 2019 as a result of increased performance fees. It also reflects the rating agency's expectation for Fortress to remain focused on reducing its debt outstanding over time. "We could downgrade Fortress if its leverage increases to above 5x on a sustained basis. We could also downgrade the company if its funds begin to generate poor investment performance or the company exhibits materially weaker fundraising result," S&P said. "An upgrade is unlikely. However, we could upgrade Fortress if leverage declines to below 3x on a sustained basis and SoftBank remains rated 'BB+'," S&P said. FIRST NBC BANK: Hearing on Amended Disclosures Set for June 12 -------------------------------------------------------------- Bankruptcy Judge Elizabeth W. Magner will convene a hearing on June 12, 2019 at 2:00 p.m. to consider approval of First NBC Bank Holding Company's amended disclosure statement in support of its joint chapter 11 plan dated May 3, 2019. June 5, 2019 is fixed as the last day for filing written objections to said Disclosure Statement. About First NBC Bank Holding Company First NBC Bank Holding Company -- http://www.firstnbcbank.com/-- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The case is assigned to Judge Elizabeth W. Magner. Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy counsel. Phelps Dunbar, LLP serves as local counsel, and PricewaterhouseCoopers LLP serves as accountant. On May 18, 2017, the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors. Jeffrey D. Sternklar LLC is the committee's legal counsel while Stewart Robbins & Brown, LLC, is its legal counsel. FIVE J'S AUTO: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Five J's Auto Parts, Incorporated 5404 Broadway SE Albuquerque, NM 87105 Business Description: Located in Albuquerque, New Mexico, Five J's Auto Parts -- https://fivejsauto.com/ -- is an automotive parts, accessories, and tire supplier. Chapter 11 Petition Date: May 17, 2019 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 19-11170 Debtor's Counsel: Daniel Andrew White, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 Fax: 505-717-1494 E-mail: dwhite@askewmazelfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth J. McCulloch, vice president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nmb19-11170.pdf FLAMINGO/TENAYA: Unsecureds to Recoup 50% Paid Quarterly Over 2 Yrs ------------------------------------------------------------------- Flamingo/Tenaya, LLC filed a disclosure statement in connection with its first amended chapter 11 plan of reorganization. Class 2 under the plan consists of the unsecured claimants which will receive 50% of what is owed over a period of two years with payments being remitted quarterly. The Plan will be funded by the Debtor’s income from the ongoing operation of its business. Debtor anticipates that this will be sufficient to make the payments due of the Class 1 and 2 claims. The Debtor will also sell or refinance the Property before Secured Creditors maturity date. The proceeds from such sale or refinance will be used to fund the Plan. A copy of the Disclosure Statement is available at https://tinyurl.com/y2esqs25 from Pacermonitor.com at no charge. About Flamingo/Tenaya LLC Based in Las Vegas, Nevada, Flamingo/Tenaya, LLC is engaged in activities related to real estate. It filed as a domestic limited liability company in Nevada on March 5, 2003. Flamingo/Tenaya sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-16614) on Dec. 12, 2017. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Laurel E. Davis. FLEX ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of Flex Acquisition Company, Inc. (doing business as Novolex) to B3 from B2 and the probability of default rating to B3-PD from B2-PD. Moody's also downgraded instrument ratings. The outlook is stable. "Underperformance of the acquired Waddington business and legacy operations resulted in higher than expected leverage and will delay anticipated deleveraging by at least a year," said Anastasija Johnson, senior analyst at Moody's. Downgrades: Issuer: Flex Acquisition Company, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Revolving Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Flex Acquisition Company, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE The B3 corporate family rating reflects high leverage metrics (7.4 times Debt/EBITDA at the end of 2018, excluding synergies and as adjusted by Moody's) and underperformance in the acquired and legacy businesses, which will result in longer than expected deleveraging trajectory. A loss of a major customer, slower than expected sales of new products and delays in passing through raw material price increases negatively impacted earnings of the Waddington business in 2018. As a result, the company recorded a $449.9 million goodwill impairment at the end of 2018, six months after acquiring the Waddington business for $2.275 billion in June 2018. In addition, operational difficulties also negatively impacted EBITDA of the legacy business. The company is focusing on improving performance of the acquired and legacy businesses and it expects modest EBITDA growth in 2019, however deleveraging will be delayed compared to its original expectations by approximately a year. Moody's now expects the company to reduce leverage to just under 7 times in 2019 and to 6.5 times in 2020. It expects interest coverage to remain above 2 times and it also expects the company to continue to generate free cash flow, which can be used to accelerate deleveraging. However, the company has been acquisitive in the past and the current rating also reflects continued acquisition risk. The company also faces continued regulatory risk related to the company's legacy plastic retail bag business (14% of sales). The latter is somewhat offset by the company's rapidly growing line of environmentally friendly food packaging products. The rating benefits from the company's scale and its diversified portfolio, however, individual end markets where it participates remain competitive and could be subject to some pricing pressure. The company benefits from a diversified customer base and long-standing relationships with large customers, cost-pass through provisions in sales contracts, albeit with lags and exposure to the more stable food packaging sector. The company is projected to have good liquidity. Novolex is expected to have good liquidity supported by positive free cash flow generation and availability under its $500 million multi-currency revolving credit facility due on December 29, 2022. Novolex had $129 million of cash on hand and $488 million of availability on the revolver as of December 31, 2018. The revolver has a springing maximum 7.0x first lien net leverage ratio test that is triggered when more than 35% of the revolver is drawn. Given projected free cash flow generation, Moody's does not expect the company to have significant borrowings under the revolver. There are no financial maintenance covenants in the term loan. Peak working capital use is in the second and third calendar quarters due to the seasonal build of inventory. The revolver is the nearest maturity and the company only has manageable annual term loan amortization totaling 1% of the principal amount paid quarterly or approximately $30 million per year. Most assets are encumbered by the senior secured credit facilities, leaving few sources of alternative liquidity. The stable outlook reflects expectations of modest EBITDA growth and continued free cash flow generation that will support the company's liquidity and deleveraging. Moody's could upgrade the rating if the company demonstrates debt pay-down and reduces Debt/EBITDA below 6.0 times on a sustained basis, improves EBITDA/Interest coverage to 3 times and funds from operations to debt sustainably above 8%. Moody's could downgrade the rating if the company's operating performance deteriorates, Debt/EBITDA remains above 7x, EBITDA/Interest falls below 1.5 times, funds from operations to debt fall below 6% and free cash flow turns negative. Headquartered in Hartsville, South Carolina, Flex Acquisition Company, Inc., which is doing business as Novolex, is a manufacturer of paper and plastic packaging products, ranging from bags for grocery, retail and food service markets to can liners, specialty films and lamination products, rigid food packaging and environmentally friendly packaging products. The company has 62 manufacturing plants and pro forma sales of approximately $3.7 billion as of December 2018. Novolex, has been a portfolio company of The Carlyle Group since December 2016. FORESIGHT ENERGY: Fitch Affirms 'B-' IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed Foresight Energy LLC's Issuer Default Rating at 'B-'. The Rating Outlook is Stable. The ratings reflect the company's low cost position, modest size, reliance on the export market and high financial leverage. The Stable Outlook reflects prospects for fairly flat results and modest deleveraging. KEY RATING DRIVERS High Financial Leverage: Total debt-to-EBITDA was 4.9x at March 31, 2019 , roughly flat compared with Dec. 31, 2018. Fitch expects leverage to range from about 4.6x to 5.1x over the next three years on weaker earnings from weakness in export markets offset by modest repayment of debt. Fitch believes access to capital is fairly constrained at this level of leverage. The term loan has a mandatory pre-payment requirement from excess cash flow at 75% stepping down to 50% beginning in 2018 if the secured leverage ratio is less than or equal to 4x but greater than 3x, 25% if the secured leverage ratio is less than or equal to 3x and greater than 1.75x, and 0% if the secured leverage ratio is less than or equal to 1.75x. Foresight was required to prepay $19.6 million for the 2018 period shortly after the end of the first quarter of 2019. On May 8, 2019, the company stated that it expected its first lien leverage ratio to be above 4x for 2019 and for 2019 excess cash flow to be between $45 million and $55 million. Also on May 8, 2019, the company announced that it would suspend quarterly distributions to common unitholders in consideration of the current export price environment and logistical challenges caused by flooding on the Ohio and Mississippi rivers and at their ports. Cash resources are to be directed toward improving liquidity and debt reduction. Foresight stated that it missed about one million tons of shipments during first-quarter 2019 and that the river system had not improved in the second quarter to date. Favorable Operating Profile: Foresight Energy's mines are low-cost, productive longwall operations well located for barge and rail transportation. Operations are concentrated in the Illinois Basin, favored for high heat coal. Labor is not subject to collective bargaining agreements and there are no pension or other post-employment benefit liabilities. The larger mines are relatively recent operations and all mines are underground, resulting in modest reclamation obligations. In January 2019, Foresight resumed production at Hillsboro with one continuous miner unit to develop longwall gate entries. The company is currently evaluating future operations at Hillsboro and is uncertain as to when longwall production will resume, if ever. The mine requires certain approvals from the MSHA to recommence longwall mining. Domestic Coal Outlook Stable: The U.S. domestic steam coal industry is in consolidation following a prolonged secular decline in demand (5+ years) brought on by competition from low natural gas prices and regulatory restriction on emissions. Fitch views the industry as stabilizing, but another decline would follow should the federal government or more states regulate carbon emissions. Illinois Basin coal has seen less substitution from natural gas and generally has export potential. Excess production in the basin appears to have been rationalized, but the ability to ramp-up production constrains pricing potential, in Fitch's view. Export Markets Exposure: Foresight's export volume represented about 38%, 27%, 17% and 24% of tons sold for 2018, 2017, 2016 and 2015, respectively. The export market strengthened beginning in 2016 on China's supply reforms. Fitch expects seaborne prices to decline from third-quarter 2018 peak levels, but remain about $10/tonne above 2016 levels. The company anticipates about 29% of 2019 volumes (six million tons exported versus the midpoint of guidance of 20 million -22 million tons) will be exported in 2019. Foresight stated that, of the six million tons for export in 2019, four million tons were contracted and that it expects to sell an additional two million tons that would be open market sales. According to Bloomberg, the first month CIF ARA steam coal forward price was about $59/tonne in April 2019 down from about $85/tonne in April 2018 and $91/tonne on average for the full year 2018. Marketing for coal is effectively controlled by owner Murray Energy, which adds some scale and flexibility but reliance on non-contracted tons remains a concern. Fitch views a strong priced, contract position as partially offsetting the static nature of the domestic market and the secular decline in Canadian and European markets. DERIVATION SUMMARY Foresight Energy LLC's (B-) EBITDA margins in the high 20% area, compare with Illinois basin coal producer Alliance Resource Operating Partner LP's (BBB-) EBITDA margins around low 30% and base metal peer First Quantum Minerals Limited's (B) EBITDA margins around low 40%. Foresight is smaller and less diversified than both Alliance and First Quantum , with higher leverage than Alliance with less de-leveraging capacity than First Quantum. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Volumes at 21.5 million tons per year; - Fairly flat pricing; - EBITDA margins at about 28.6% on average; - Average annual capex at $86 million; - Distributions suspended after first-quarter 2019. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Total adjusted debt-to-EBITDAR drops below 4x on a sustained basis; - FCF is expected to remain positive on average. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Liquidity is materially reduced due to covenant restrictions or FCF burn; - Total adjusted debt/EBITDAR is expected to be sustained at or above 6.5x; - Unfavorable regulations limit/impair the company's ability to effectively operate its mines. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Cash on hand was $3 million and $112 million was available under the revolver (after $12 million in LOCs). Scheduled repayment of debt is through 2021 is about $116 million including amounts required to be prepaid under the term loan in 2019, and Fitch expects the company to generate roughly $172 million of FCF during the period. Fitch believes a substantial portion of the term loans due in 2022 and the second lien notes due 2023 will need to be refinanced. FOREVER PROPANE: Bid for Reconsideration of Case Dismissal Junked ----------------------------------------------------------------- Bankruptcy Judge John K. Olson issued an order denying Debtor Forever Propane Sales & Service, Inc.'s amended motion for consideration of order of abstention and dismissal. The Debtor argues that the chapter 11 case should not have been dismissed and the Court should not have abstained because this case is not a two-party dispute. The Debtor urges the Court to recognize the presence of creditors additional to the Fair Labor Standards Act ("FLSA") claim made by the FLSA plaintiff, John C. Rosado, such as Caterpillar Financial Services Corporation, American Express National Bank, Manchester Tank & Equipment, and Lank Oil. [ECF 34, Exhibit A, B, C]. The latter two--Manchester Tank and Lank Oil--have not filed proofs of claim in this case. American Express has filed a proof of claim [POC 2-1] for an unsecured claim of $42,085.98, but upon further review of the statements attached to the proof of claim, it does not appear that the Debtor has been delinquent on any payments and does in fact keep current evidenced by the lack of interest charged. Caterpillar Financial Services was represented at the Order to Show Cause hearing, but assured the Court that it is "adequately protected." If this Court were to reverse its decision of abstention and proceed with the bankruptcy, John C. Rosado's claim would have to be litigated from the start, whereas if this Court left the abstention Order as is, the ongoing litigation on the FLSA claim would just continue to run its course without restarting the clock back to zero. The FLSA case would proceed in the District Court before Magistrate Judge Edwin G. Torres, a judge and court with considerable FLSA experience and expertise--which is wholly lacking in this Court. Similar to the C&C case, where the two-party dispute at issue was subject to a number of bona fide disputes rendering the state court more appropriate, John C. Rosado's FLSA claim here is also contingent, unliquidated, and disputed and would be more appropriate to litigate in another forum. Unlike in FMB Bancshares, the Court is sure that the main creditor disputing the Debtor has a non-bankruptcy remedy since litigation has been ongoing in the FLSA claim and a trial date has been set. Moreover, it would be in the best interest of the Debtor and the creditors for this Court to abstain because two of the creditors who have filed proofs of claim are not actively litigating their claims giving rise to any disputes. As stated on the record at the Show Cause hearing on Feb. 12, 2019, "there is just not enough complication in the facts [of this case] to stop the other litigation." The bankruptcy case is in re: Forever Propane Sales & Service, Inc., Chapter 11, Debtor, Case No. 18-25557-JKO (Bankr. S.D. Fla.). A copy of the Court's Order dated March 5, 2019 is available at https://bit.ly/2VPuoCS from Leagle.com. Forever Propane Sales & Service, Inc., Debtor, represented by Chad T. Van Horn. About Forever Propane Sales & Service Forever Propane Sales & Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-bk-25557) on Dec. 14, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of the same range. The case has been assigned to Judge John K. Olson. The Debtor tapped Van Horn Law Group as its legal counsel. FTI CONSULTING: S&P Affirms 'BB+' ICR on Strong Growth ------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' issuer credit rating on U.S.-based consulting company FTI Consulting Inc. "The rating affirmation reflects our view that FTI's low net debt leverage will likely not remain at its current level over the next 24 months because the company may return cash to shareholders, pursue acquisitions, or experience revenue volatility," S&P said, adding that FTI's net debt leverage is low due to strong performance, with record EBITDA generation from high utilization rates and operation efficiencies, low funded debt, and more cash on its balance sheet than previous years. S&P said it expects the company will maintain good operating performance, with mid-single-digit revenue growth due to increased demand for its corporate finance and restructuring and forensic and ligation consulting segments, as well as economic consulting. Nevertheless, the rating agency expects the company's performance will be lumpy as demand fluctuates even if FTI gains market share. S&P expects net debt leverage will likely remain between 1x-2x in 2019, reflecting its expectations that the company will use some of its cash for share repurchases or to pursue acquisitions. S&P believes 2x or lower adjusted debt leverage is appropriate for the 'BB+' issuer credit rating given the company's vulnerability to changes in the demand for highly specialized consulting services. "Our view of FTI's business risk reflects its good brand recognition, modest business diversity, and dependence on highly mobile and sought-after senior staff," S&P said. The rating agency said the company relies on retaining its senior managing directors, whose expertise clients seek and whose work commands high billing rates and often repeat engagements. S&P also said the company's restructuring practice is countercyclical and represents approximately 50% of its corporate finance and restructuring segment, but its consultant utilization and overall performance depend on the number and complexity of restructuring cases. "Although FTI has tried to mitigate this volatility by acquiring or growing its other segments such as economic consulting, these segments have lower EBITDA margins. The company's overall revenue growth has been strong over the past six quarters, primarily due to growth in all of its segments," S&P said, adding that it expects good growth in FTI's revenue, around the mid-single-digits on average over the next 12 months. The stable outlook reflects S&P's expectation that FTI will benefit from mid-single-digit revenue growth due to greater consulting demand and consultant utilization over the next 12 months, while maintaining its adjusted debt leverage below 2x. "We could lower our rating on FTI if the company's operating performance deteriorates due to greater competition or lower-than-expected demand for corporate finance and restructuring and forensic and ligation consulting segments, resulting in leverage approaching 3x. Additionally, we could lower the rating if the company adopts a more aggressive financial policy and pursues large debt-financed acquisitions or share repurchases," S&P said. "We view an upgrade as unlikely over the next 12 months. We could raise the rating if FTI significantly increases its scale and diversification. Additionally, an upgrade would also depend on FTI maintaining mid-single-digit percent revenue and EBITDA growth and adjusted debt leverage below 2x," S&P said. GAMESTOP CORP: Moody's Cuts CFR to Ba2, Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service downgraded GameStop Corp.'s Corporate Family Rating to Ba2 from Ba1, Probability of Default Rating to Ba2-PD from Ba1-PD, and $475 million 6.75% senior unsecured notes to Ba2 from Ba1. The company's SGL-1 Speculative Grade Liquidity rating was affirmed, and the outlook was changed to negative from stable. "The downgrade to Ba2 and negative outlook reflect the continued top line and margin pressure GameStop is facing", stated Moody's Vice President, Adam McLaren. While the company's collectibles and accessories business continue to grow, it has not been enough to offset continued weakness in the new software sales and higher margin pre-owned business, the largest contributor to the company's gross profit. "We expect continued pressure on new software and weakness in the pre-owned business, thus elevating the company's business and operational risk, with sustained competitive threats from downloadable, streaming, and subscription gaming services", continued McLaren. Downgrades: Issuer: GameStop Corp. Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Corporate Family Rating, Downgraded to Ba2 from Ba1 Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) Outlook Actions: Issuer: GameStop Corp. Outlook, Changed To Negative From Stable Affirmations: Issuer: GameStop Corp. Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE GameStop's Ba2 Corporate Family Rating benefits from its strong credit metrics aided by debt reduction and its leading market position. The company's credit profile is further supported by its moderate scale with revenue of over $8 billion, international footprint, and very good liquidity. GameStop is constrained by its vulnerability to product renewal cycles and new technology trends which pressure the traditional sales and business model, including downloadable, streaming, and subscription gaming services. Additionally, the rating is constrained by ongoing pressure on revenue and margins, as the company's new video game software and pre-owned business continue to be pressured. The negative outlook considers its expectation that the company will continue to face revenue and margin pressure over the next 12-18 months. GameStop new software business and pre-owned business are expected to continue to erode, elevating the company's business and operational risk. While unlikely in the near term, ratings could be upgraded if GameStop is able to return to growth in the company's core segments, including new and pre-owned games, with expanding margins and top line revenue growth. The company's ability to offset the cyclicality of its core video-game segments, while maintaining a conservative financial policy as it relates to shareholder returns, acquisitions, and other forms of expansion, if undertaken, would also be required for an upgrade. Quantitatively, an upgrade could occur if debt/EBITDA were maintained below 3 times, with EBIT/interest comfortably over 4 times and RCF/net debt approached 30%. Continued decline in revenue and profitability, or a deterioration in liquidity could result in a downgrade. Ratings could be downgraded if any factors caused debt/EBITDA to rise above 3.5 times, EBIT/interest to fall near 3 times, or RCF/net debt to fall below 20%. GameStop Corp., headquartered in Grapevine, Texas, is the world's largest dedicated retailer of video game products and PC entertainment software. In addition, the company is an Apple products reseller. GameStop operates approximately 5,830 stores in 14 countries with revenue of around $8.3 billion. GATEWAY WIRELESS: Seeks to Extend Exclusivity Period to July 12 --------------------------------------------------------------- Gateway Wireless LLC asked the U.S. Bankruptcy Court for the Southern District of Illinois to extend the period during which it has the exclusive right to file a Chapter 11 plan through July 12, and to solicit acceptances for the plan through Jan. 8, 2020. The company said the extension is necessary since there is ongoing additional work on litigation to be filed related to the plan. About Gateway Wireless Gateway Wireless LLC is a privately-held company in Glen Carbon, Illinois, which operates in the telecommunications industry. Gateway Wireless sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-31491) on Oct. 12, 2018. In the petition signed by Ryan F. Walker, president, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Laura K. Grandy presides over the case. The Debtor tapped Carmody MacDonald P.C. as its legal counsel. No official committee of unsecured creditors has been appointed. GEIST SPORTS: Seeks to Hire Redman Ludwig as Attorney ----------------------------------------------------- Geist Sports Academy, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Redman Ludwig, P.C., as attorney to the Debtor. Geist Sports requires Redman Ludwig to: a. give the Debtor legal advice with respect to its duties, powers and responsibilities in the bankruptcy case; b. investigate and pursue any actions on behalf of the estate in order to recover assets for or best enable this estate to reorganize fairly; c. represent the Debtor in the bankruptcy proceedings in an effort to maximize the value of the assets available herein, and pursue confirmation of a successful Plan of Reorganization; and d. perform such other legal services as may be required and in the interest of the estate herein. Redman Ludwig will be paid at the hourly rate of $300. Redman Ludwig will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric C. Redman, a partner at Redman Ludwig, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Redman Ludwig can be reached at: Eric C. Redman, Esq. REDMAN LUDWIG, P.C. 151 N. Delaware St., Suite 1106 Indianapolis, IN 46204 Tel: (317) 685-2426 Fax: (317) 636-6886 E-mail: eredman@redmanludwig.com About Geist Sports Academy Geist Sports Academy, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 19-03303) on May 8, 2019, disclosing under $1 million in both assets and liabilities. The Debtor retained Redman Ludwig, P.C., as counsel. GENESIS ENERGY: Moody's Alters Outlook on Ba3 CFR to Stable ----------------------------------------------------------- Moody's Investors Service changed the outlook for Genesis Energy LP to stable from negative and affirmed its existing ratings, including the Ba3 Corporate Family Rating, the B1 rating on the senior unsecured notes and the SGL-3 Speculative Grade Liquidity Rating. "The move to a stable outlook reflects Moody's expectation that Genesis Energy's EBITDA and credit metrics will improve modestly," stated James Wilkins, Moody's Vice President. Outlook Actions: Issuer: Genesis Energy LP Outlook, Changed To Stable From Negative Affirmations: Issuer: Genesis Energy LP Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Ba3 Senior Unsecured Notes, Affirmed B1 (LGD4) from (LGD5) RATINGS RATIONALE GEL has reduced its leverage through repayment of debt with asset sale proceeds (to 5.2x as of March 31, 2019, include Moody's analytical adjustments) and grown its EBITDA following the 2017 soda ash business acquisition. Moody's expects the firm to gradually grow profits across its segments over the next 12-18 months such that leverage continues to modestly decline. The company sold its Powder River Basin midstream assets for $300 million in 2018 and repaid revolver borrowings with the net proceeds, thereby reducing leverage. Moody's expects the company to reduce its capital expenditure levels over the next two years from historical levels, which will further improve its free cash flow and bring down leverage. It did not produce positive free cash flow in the 2014-2018 period due to growth capital expenditures and significant distributions. GEL's Ba3 CFR is supported by its scale, relatively stable fee-based cash flows, vertical integration among its assets and a high degree of business line diversification for a company of its size with offshore pipelines, sodium minerals and sulfur services, marine transportation, and onshore facilities & transportation operations. The company is a large US producer of natural soda ash, which enjoys cost advantages over synthetic soda ash production, and generates steady cash flows. The marine earnings have experienced weakness, but Moody's expects the segment's earnings to modestly recover. GEL has relatively high leverage following years of heavy capital spending in 2014 -- 2018 and acquisitions. However, the company has shown a willingness to issue common equity and preferred equity to fund acquisition and projects, limiting the impact of spending on its leverage. GEL pays out a significant amount of its cash flow in the form of distributions, as is expected for an MLP. However, its distribution coverage ratio has improved (FFO - maintenance capex / distributions was 1.3x for the twelve months ended March 31, 2019). The SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that GEL will maintain adequate liquidity through mid-2020, supported by operating cash flow and unused availability under its revolving credit facility due in May 2022. There was approximately $757 million of available borrowing capacity as of March 31, 2019, after considering the outstanding balance of $942 million and $1.1 million of letters of credit. Commitments under the secured revolver total $1.7 billion (with an accordion feature allowing an additional $300 million increase in commitments). The company's borrowings under the revolver have been elevated on an ongoing basis. GEL reduced outstanding borrowings with the proceeds from the Powder River Basin asset sale in the fourth quarter 2018. The company will remain reliant on the revolver through 2019, as planned capital expenditures and quarterly cash distributions to common and preferred MLP unit holders lead to a modest cash flow outspend. In 2020, Moody's anticipates GEL will begin generating free cash flow, assuming lower capital spending, which can be used to reduce revolver borrowings. The revolver has three financial covenants: (1) a maximum Debt to EBITDA ratio of 5.5x; (2) a maximum Senior Secured Debt to EBITDA ratio of 3.75x; and (3) a minimum interest coverage ratio (EBITDA / Interest Expense) of 3.0x. Moody's expects GEL to remain in compliance with its covenants through mid-2020. The company has no debt maturities prior to 2022. Substantially all of GEL's assets are currently pledged as security under the revolver which limits the extent to which asset sales could provide a source of additional liquidity, if needed. The ratings could be downgraded if Debt to EBITDA remains above 5.25x on a sustained basis or core business fundamentals weaken. An upgrade is unlikely at this time given the high leverage, but the CFR could be upgraded if Moody's expects GEL's businesses to exhibit steady earnings growth, Debt to EBITDA to trend towards 4.0x and liquidity to be good. The principal methodology used in these ratings was Midstream Energy published in December 2018. Genesis Energy LP is a midstream master limited partnership (MLP) with assets located in the US Gulf Coast region. The company conducts a wide variety of operations through four different business segments: Offshore Pipeline Transportation (40% of LTM segment margin), Sodium Minerals & Sulfur Services (36% of segment margin), Onshore Facilities and Transportation (17% of segment margin) and Marine Transportation (7% of segment margin). GIGAMON INC: Fitch Alters Outlook on 'B' LT IDR to Negative ----------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating for Gigamon, Inc. at 'B' and revised the Rating Outlook to Negative from Stable. Fitch has also affirmed the 'BB-'/'RR2' rating for Gigamon's $50 million first-lien secured revolver and $397 million first-lien secured term loan, and the 'CCC+'/'RR6' for its $150 million second-lien secured term loan. The Negative Rating Outlook reflects the delay in deleveraging as the company plans to increase operating expenses to expand its market coverage that could suppress near-term profitability with the expectation of stronger revenue growth in the mid-term. Fitch expects the incremental operating expenses would result in Gigamon's gross leverage remaining above 7x through 2020 and declining to below 7x in 2021 primarily driven by revenue growth and margin expansion. Deviation from Fitch's expectations could pressure the ratings. KEY RATING DRIVERS Market Leader: Gigamon is a market leader in the Network Packet Broker (NPB) segment with over 35% market share, more than the combined market share of the next two largest competitors. Since 2014, Gigamon's market position has strengthened and stabilized in the past two years, with market share rising by approximately 10 percentage points during this period. Fitch believes the strength in the company's market share since then demonstrates Gigamon's focus and expertise in the NPB segment. Limited Revenue Scale: Given the niche nature of NPB, Gigamon's revenue scale is small relative to other IT networking and security peers; this could lead to greater volatility in revenues and profits. Furthermore, given the niche nature of the segment, Fitch does not anticipate meaningful increase in scale through its forecast period. Despite the small revenue scale, Gigamon has historically maintained high renewal rates, which should provide greater revenue visibility for the company. Rising Network Complexity Supports Secular Growth: Increasing enterprise network complexity and data speeds are driving demand for capabilities that enable full network traffic visibility. Enterprise migration to hybrid cloud is adding additional complexity in full visibility into the end-to-end network. Gigamon's ability to provide visibility across both on-premise networks and cloud infrastructure offers the capabilities required by its enterprise customers. The company partners with network infrastructure providers including network equipment, cloud services, and network monitoring tools; the broad set of partnerships offer compatibilities in wide-ranging enterprise network environments. Susceptible to Industry Cyclicality: Gigamon is susceptible to IT security industry cycles as demonstrated by the deceleration in revenue growth since 2016. Fitch believes the weakness may have been a result of extraordinarily strong growth in the previous two years coinciding with heightened IT security awareness that propelled overall industry growth. Fitch views the current industry environment as normal and a more realistic base for assessing future growth potential. Nevertheless, Gigamon's narrowly focused product expertise will continue to expose the company to industry cyclicality. High Leverage: Pro forma for cost savings and the LBO by Evergreen Coast Capital Corp., Fitch estimates gross leverage to be at 6.8x in 2018. Fitch estimates the higher operating expenses arising from its revised business plan would result in gross leverage temporarily rising above 7.0x through 2020 on lower EBITDA, then declining to 6.1x in 2021 on higher revenue and EBITDA. The company's capital structure consists of over 50% equity owned by affiliates of Evergreen. Fitch believes this demonstrates Evergreen's commitment and confidence in the industry and Gigamon's business pl an. DERIVATION SUMMARY Gigamon is a market leader in the NPB segment with over 35% market share, more than the combined market share of the next two largest competitors; NPB's provide network traffic visibility for enterprises for management of IT networks and security. While Fitch expects the increasing complexity of enterprise networks will serve as the underlying demand driver for the segment, the niche nature of the NPB segment limits upside for Gigamon's revenue scale within the existing market segments. Gigamon's focus on NPB technologies and products, and the relatively small revenue scale expose the company to the industry cyclicality that is inherent to the IT security industry. The Negative Outlook reflects the company's plan to expand its market coverage through increased investments in go-to-market and product development efforts incorporating 5G and cloud networks. The higher investments are expected to dampen the company's near-term profit margins with the expectation of stronger revenue growth in the mid-term resulting in gross leverage exceeding the 7x level previously set through 2020. Given the discretionary nature of the higher operating expenses and Fitch's belief of the temporary nature of Gigamon's weaker profitability, the Negative Outlook appropriately reflects the near-term profitability and risks in return on its increased investments. Gigamon was acquired by Evergreen Coast Capital Corp., an affiliate of Elliot Management, in 2017 for $1.6 billion funded with $550 million in term loans, equity contribution from affiliates of Evergreen, and cash on the balance sheet. Fitch estimates Gigamon's gross leverage in 2019 to be near 11.0x, and gradually approaching 5.5x by 2022. Gigamon's industry leadership, revenue scale, and leverage profile are consistent with the 'B' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenue growth in the high-single-digits; -- EBITDA margins below 20% through 2020 then expanding to near 25% in the mid-term; -- Capex at approximately 3.5% of revenue; -- No dividend payment through its forecast period; -- FCF generated used for minor acquisitions. Recovery analysis assumes a going-concern EBITDA that is approximately 32% lower relative to pro forma LTM EBITDA assuming a combination of revenue decline and margin compression in a distress scenario when enterprise customers may elect to move to an alternate supplier due to the uncertainties surrounding a distressed supplier; the reduced scale would result in weaker margins. This results in a going concern EBITDA that is marginally higher than Fitch's estimated 2019 EBITDA as Fitch believes that in a distressed scenario, the company would be able to scale back the planned increases in operating expenses restoring EBITDA to near the 2018 level. Fitch applies a 6.5x multiple to arrive at an enterprise value (EV) of $357 million. The multiple is higher than the median Telecom, Media and Technology EV multiple but is in line with other similar companies that exhibit strong FCF characteristics. In the 21st edition of Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case studies, Fitch noted nine past reorganizations in the Technology sector with recovery multiples ranging from 2.6x to 10.8x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Gigamon's operating profile is supportive of a recovery multiple in the middle of this range. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Gross leverage sustained below 5.5x; -- FFO adjusted leverage sustained below 5x; -- FCF margins sustained above 10%; -- Organic revenue growth sustained in the high-single-digits Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Gross leverage sustained above 7x; -- FFO Adjusted Leverage sustained above 6.5x; -- FCF margins sustained below 5%; -- Organic revenue growth sustained near or below 5% implying failure to stimulate growth with the heightened levels of investments in operations. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Fitch expects the company's liquidity to remain solid over the forecast period. Gigamon had approximately $54 million of cash and cash equivalents at the end of fiscal 2018, in addition to $50 million available under its revolver. Fitch expects Gigamon's FCF to be slightly positive in 2019 due to one-time expenses related to the salesforce ramp up, but to expand toward $50 million or 11% of revenue over the rating horizon. GLYECO INC: Incurs $1.7 Million Net Loss in First Quarter --------------------------------------------------------- GleyCo, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss of $1.72 million on $1.72 million of net sales for the three months ended March 31, 2019, compared to a net loss of $1.21 million on $1.26 million of net sales for the three months ended March 31, 2018. As of March 31, 2019, GlyeCo had $9.20 million in total assets, $11.57 million in total liabilities, and a total stockholders' deficit of $2.37 million. As of March 31, 2019, the Company had $1.443 milllion in current assets, including $157,716 in cash, $736,271 in accounts receivable and $218,289 in inventories. Cash decreased from $237,648 as of Dec. 31, 2018 to $157,716 as of March 31, 2019, primarily due to the timing of payments and receivables. As of March 31, 2019, the Company had total current liabilities of $7.655 million, consisting primarily of accounts payable and accrued expenses of $3.554 million, contingent acquisition consideration of $815,670, and the current portion of notes payable of $2.200 million. As of March 31, 2019, the Company had total non-current liabilities of $3.923 million, consisting primarily of the non-current portion of the Company's notes payable, operating lease liabilities and finance lease obligations. In its report dated April 1, 2019 with respect to the Company's consolidated financial statements for the years ended Dec. 31, 2018 and 2017, KMJ Corbin & Company LLP, the Company's independent registered public accounting firm, expressed substantial doubt about the Company's ability to continue as a going concern as a result of its recurring losses from operations and our dependence on its ability to raise capital, among other factors. As of March 31, 2019, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve profitable operations. These factors continue to raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of this filing. GlyeCo said, "Our plans to address these matters include achieving profitable operations, raising additional financing through offering our shares of the Company's capital stock in private and/or public offerings of our securities and through debt financing if available and needed. We plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities. We also believe that we can raise adequate funds through the issuance of equity or debt as necessary to continue to support our planned expansion. There can be no assurances, however, that the Company will be able to achieve profitable operations or be able to obtain any financings or that such financings will be sufficient to sustain our business operation or permit the Company to implement our intended business strategy." A full-text copy of the Form 10-Q is available for free at: https://is.gd/FJC7eK About GlyEco, Inc. GlyEco, Inc. -- http://www.glyeco.com/-- is a developer, manufacturer and distributor of performance fluids for the automotive, commercial and industrial markets. The Company specializes in coolants, additives and complementary fluids. The Company's network of facilities, develop, manufacture and distribute products including a wide spectrum of ready to use anti-freezes and additive packages for the antifreeze/coolant, gas patch coolants and heat transfer fluid industries, throughout North America. The Company is headquartered Institute, West Virginia. GlyeCo incurred a net loss of $5.31 million for the year ended Dec. 31, 2018, compared to a net loss of $5.18 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, GlyeCo had $9.85 million in total assets, $10.62 million in total liabilities, and a total stockholders' deficit of $770,553. GREAT LAKES: Moody's Hikes CFR to B2 & Senior Unsec. Notes to B3 ---------------------------------------------------------------- Moody's Investors Service upgraded its ratings for Great Lakes Dredge & Dock Corporation (NASDAQ: GLDD or Great Lakes), including the company's Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. At the same time, Moody's upgraded Great Lakes' senior unsecured notes due 2022 to B3 from Caa1 and upgraded its Speculative Grade Liquidity rating to SGL-2 from SGL-3. The outlook is stable. According to Andrew MacDonald, Moody's lead analyst for the company, "Great Lakes' one-notch upgrade reflects its view that the company's leverage will be sustained within the 3.0-4.0 times range." MacDonald continued, "We recognize that Great Lakes' earnings are highly variable from year to year and the business requires sizable capital investment in equipment and vessels, however the company's cash balances of $123 million and recent extension of its now undrawn $200 million ABL revolver provide credit support through the business cycle." Upgrades: Issuer: Great Lakes Dredge & Dock Corporation Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD4) from Caa1 (LGD4) Outlook Actions: Issuer: Great Lakes Dredge & Dock Corporation Outlook, Remains Stable RATINGS RATIONALE Great Lakes' B2 CFR broadly reflects the company's volatile earnings that are exposed to a highly cyclical industry susceptible to a number of factors that are beyond management control including adverse weather conditions, unexpected project delays, changes in the shipping industry, and government funding priorities. Great Lakes' revenues are highly dependent on the domestic dredging industry, which is limited in the absolute number of contracts that go to bid each year and has high customer concentration with the federal government. The dredging industry also has high fixed-costs and significant, long term capital investment requirements to maintain a fleet of vessels. These factors are counterbalanced by Great Lakes' strong market position in the domestic dredging industry, high barriers to entry created by the Jones Act, the sizable amount of capital required to enter the dredging business, and a stable dredging backlog that enhances revenue visibility. The company's leverage as measured by Moody's adjusted debt-to-EBITDA is modest at approximately 2.7 times for the twelve months ended March 31, 2019, but Moody's expects leverage will moderate around the 3.0-4.0 times range following planned dry-dock maintenance work in 2019 and 2020. Nonetheless, Moody's expects recent EBITDA margin improvement will be sustained in the high-teens owing to the company's completion and deployment of the Articulated Tug & Barge (ATB) hopper dredge in 2018 and restructuring efforts that were initiated in 2017. Moody's also expects that the ATB will give the company an advantage in future bids because of its incremental volume and comparatively efficient operating costs against an already large fleet of vessels. Free cash flow is expected to remain positive in 2019, although it may be impacted by one-time growth capital expenditures related to the purchase or construction of new vessels. Great Lakes' SGL-2 liquidity rating reflects Moody's expectation that the company will maintain good liquidity supported by its $123 million of cash and $200 million undrawn asset based revolving credit facility. The stable outlook is supported by the robust demand in the dredging market and Great Lakes' strong market position within the industry. Moody's expects the company will continue to execute on its sizeable dredging backlog and generate new business from current bidding activity, both domestically and abroad. Given the company's limited scale and cyclical operating environment, an upgrade in the near term is unlikely without an increase in the company's size and diversification. Nonetheless, an upgrade could occur if there was an expectation that leverage would be maintained below 2.5 times and EBITA-to-interest above 3.0 times, both on a Moody's adjusted basis. Rating improvement would also require the maintenance of an SGL-2. Great Lakes' ratings could be downgraded should the company experience a meaningful decline in earnings performance or financial metrics, such that debt-to-EBITDA is sustained above 4.5 times and EBITA-to-interest falls below 1.5 times. A deterioration in the company's liquidity profile, including persistent negative free cash flow or increased reliance on its ABL in the absence of more meaningful cash reserves could also result in a negative ratings action. The principal methodology used in these ratings was Construction Industry published in March 2017. Great Lakes Dredge & Dock Corporation, headquartered in Oak Brook, Illinois is the largest provider of dredging services in the United States, with a portion of revenues generated abroad. Revenue for the twelve month period ended March 31, 2019 was approximately $680 million. GREATBATCH LTD: Moody's Hikes CFR to B1, Alters Outlook to Positive ------------------------------------------------------------------- Moody's Investors Service upgraded Greatbatch Ltd.'s (a wholly owned subsidiary of Integer Holdings Corporation) Corporate Family Rating to B1 and affirmed its Speculative Grade Liquidity rating at SGL-2. Moody's also upgraded the company's Probability of Default Rating to B2-PD from B3-PD and the senior secured first lien bank credit facility ratings to B1 from B2. The outlook was changed to positive from stable. The upgrade of Greatbatch's CFR reflects meaningful improvement in financial leverage because of both improved profitability and significant reduction of debt after the sale of Advanced Surgical and Orthopedic (AS&O) business line in 2018. At the end of March 2019, the company's leverage was approximately 3.6 times, down from approximately 6.3 times a year ago before the divestiture of AS&O business. The positive outlook reflects Moody's expectation that the company will continue to delever such that debt/EBITDA will be sustained in 3.0-3.5 times range and that any bolt-on acquisitions the company may undertake will be funded by internal cash flow. The affirmation of the company's SGL-2 Speculative Grade Liquidity rating reflects Moody's expectations that the company will generate greater than $100 million of free cash flow after capital expenditures and mandatory debt repayments in the next year. The company's liquidity profile is tempered by the limited remaining term of its $200 million revolving credit facility which expires in October 2020. Ratings upgraded: Greatbatch Ltd. Corporate Family Rating upgraded to B1 from B2 Senior secured first lien revolving credit facility rating upgraded to B1(LGD3) from B2 (LGD3) Senior secured first lien term loan A rating upgraded to B1(LGD3) from B2 (LGD3) Senior secured first lien term loan B rating upgraded to B1(LGD3) from B2 (LGD3) Probability of Default Rating upgraded to B2-PD from B3-PD Ratings affirmed: Greatbatch Ltd. Speculative Grade Liquidity Rating at SGL-2 Outlook action: Greatbatch Ltd. Outlook changed to positive from stable RATINGS RATIONALE Greatbatch's B1 CFR reflects its moderate scale and high dependence on a small group of very large customers (52% of fiscal 2018 revenues came from the top 3 customers). This risk is somewhat mitigated by the company's longstanding customer relationships and solid customer retention rates. The significant breadth and diversity of products manufactured for each of these customers helps to alleviate exposure to delayed launches or slowdowns in sales related to specific products or segments. The rating is also constrained by constant cost reduction efforts at the company's customers, which trickles down as price cuts for contract manufacturers like Greatbatch. The company's ratings benefits from its solid market position in the highly fragmented medical device outsourcing sector and the stickiness of its business relationships due to very high switching costs. The rating also benefits from Moody's expectations the company will maintain moderate financial leverage with debt/EBITDA in the low to mid three times range over the next 12-18 months. Moody's also expects Greatbatch will sustain EBITDA margins in the 20-22% range over the next 12 to 18 months. The company's B2-PD Probability of Default Rating, one notch lower than the B1 Corporate Family Rating, reflects existence of only senior secured first lien debt with customary covenant protection in the capital structure. Historically, firms with only first lien bank debt in their capital structures have experienced higher-than-average recovery rates. The ratings could be upgraded if the company sustains debt/EBITDA below 3.5 times while managing its customer concentration risk effectively. The ratings could be downgraded if the company's liquidity deteriorates, earnings decline due any reason - including loss of key customer/contract(s) or financial policies become more aggressive. Quantitatively, ratings could be lowered if debt/EBITDA increases above 4.5 times. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. Headquartered in Plano, TX, Integer Holdings Corporation (the parent company of Greatbatch Ltd.) performs contract manufacturing services, primarily for companies within the medical device industry. The company provides technologies and manufacturing contract services to medical device original equipment manufacturers in cardiac, neuromodulation, vascular markets. Revenues for fiscal 2018 were approximately $1.2 billion. GREEKTOWN HOLDINGS: Dismissal of Trustee Suit vs Tribe Upheld ------------------------------------------------------------- Plaintiff in the case captioned BUCHWALD CAPITAL ADVISORS, LLC, solely in its capacity as Litigation Trustee to the Greektown Litigation Trust, Plaintiff-Appellant, v. SAULT STE. MARIE TRIBE OF CHIPPEWA INDIANS; KEWADIN CASINOS GAMING AUTHORITY, Defendants-Appellees, Nos. 18-1165, 18-1166 (6th Cir.) appeals the district court's Jan. 23, 2018 order affirming the bankruptcy court's dismissal of Plaintiff's complaint on the basis of tribal sovereign immunity. Plaintiff's complaint seeks avoidance and recovery of allegedly fraudulent transfers made to Defendants Sault Ste. Marie Tribe of Chippewa Indians and Kewadin Casinos Gaming Authority. Upon review, the United States Court of Appeals, Sixth Circuit affirmed the district court's order. On May 28, 2010, the Trustee filed a complaint in the United States Bankruptcy Court for the Eastern District of Michigan. The Trustee's complaint alleges that, on Dec. 2, 2005, Holdings fraudulently transferred $177 million to or for the benefit of the Tribe, and seeks avoidance and recovery of that amount. The Tribe then filed a motion to dismiss the complaint on the grounds that the Tribe possessed tribal sovereign immunity from the Trustee's claims. The Trustee responded that that the Tribe did not possess tribal sovereignty (1) because Congress abrogated tribal sovereign immunity in the Bankruptcy Code of 1978, 11 U.S.C. sections 106, 101(27), and (2) because the Tribe waived tribal sovereign immunity by actually or effectively filing the Debtors' bankruptcy petitions. By stipulation of the parties, the bankruptcy court bifurcated the Tribe's motion--it would first decide whether Congress had abrogated the Tribe's immunity and then, if necessary, whether the Tribe had waived its immunity. The Trustee asserts that Indian tribes must be "governmental units" because they avail themselves of other Bankruptcy Code provisions pertaining to "governmental units." Yet, as the Tribe correctly responds, the Bankruptcy Code defines the entities covered by those provisions using the word "includes"--a term of enlargement. In contrast, 11 U.S.C. section 101(27) defines "governmental unit" using the word "means"—a term of limitation. Thus it is not inconsistent for Indian tribes to be covered by those provisions noted by the Trustee but not covered by 11 U.S.C. section 101(27). The Trustee also asserts that Indian tribes must be "governmental units" because the Bankruptcy Code provides governmental units with "special rights." Yet it could just as easily be said that Congress has shown greater respect for Indian tribes than for other sovereigns by not abrogating their immunity in the first place--and thus not necessitating the provision of any special rights. The immunities of various sovereigns also need not be, and in fact are not, co-extensive. Moreover, these first two arguments raised by the Trustee both overlook the important distinction between being subject to a statute and being able to be sued for violating it. Only in the latter context is there an unequivocality requirement. Thus it would also not be inconsistent for Indian tribes to be considered "governmental units" for some provisions of the Bankruptcy Code but not for 11 U.S.C. section 106. It is not lost on this Court that the Trustee may regard this result--dismissal of its complaint--as unfair. The Supreme Court has acknowledged that "[t]here are reasons to doubt the wisdom of perpetuating this doctrine" given that tribal sovereign immunity "can harm those who are unaware that they are dealing with a tribe, who do not know of tribal immunity, or who have no choice in the matter." "[i]mmunity doctrines [of all kinds] inevitably carry within them the seeds of occasional inequities. . . . Nonetheless, the doctrine of tribal [sovereign] immunity reflects a societal decision that tribal autonomy predominates over other interests." Accordingly, the Court defers to Congress and the Supreme Court to exercise their judgment in this important area. A copy of the Court's Opinion dated Feb. 26, 2019 is available at https://bit.ly/30gsPMV from Leagle.com. Gregory G. Rapawy, KELLOGG, HANSEN, TODD, FIGEL & FREDERICK, P.L.L.C., Washington, D.C., for Appellant. Grant S. Cowan, FROST BROWN TODD LLC, Cincinnati, Ohio, for Appellees. Gregory G. Rapawy, Michael K. Kellogg, Katherine C. Cooper, KELLOGG, HANSEN, TODD, FIGEL & FREDERICK, P.L.L.C., Washington, D.C., Joel D. Applebaum, CLARK HILL PLC, Birmingham, Michigan, for Appellant. About Greektown Holdings Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). The Debtors hired Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, as their special counsel; Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors tapped Clark Hill PLC as its counsel. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of Reorganization. On Dec. 7, 2009, certain noteholder entities, the Official Committee of Unsecured Creditors of the Debtors, and Deutsche Bank Trust Company Americas, as indenture trustee, proposed their own plan of reorganization for the Debtors. On Jan. 22, 2010, the Bankruptcy Court entered an order confirming the Noteholder Plan. The Plan was declared effective on June 30, 2010, after Greektown Casino Hotel obtained unanimous approval from the Michigan Gaming Control Board on June 28 of the transfer of the Company's ownership from the Sault Ste. Marie Tribe of Chippewa Indian to new investors. * * * As reported by the TCR on Feb. 28, 2014, Standard & Poor's Ratings Services assigned Detroit-based gaming operator Greektown Holdings LLC its 'B-' corporate credit rating. The 'B-' corporate credit rating reflects S&P's assessment of Greektown's business risk profile as "vulnerable" and its assessment of the company's financial risk profile as "highly leveraged," according to S&P's criteria. GUERRERO DELI: Seeks to Hire Tomas Espinosa as Attorney ------------------------------------------------------- Guerrero Deli & Restaurant, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Tomas Espinosa, Esq., as attorney to the Debtor. Guerrero Deli requires Tomas Espinosa to provide legal assistance to the Debtor in the Chapter 11 bankruptcy proceedings, and prepare the Chapter 11 plan of reorganization. Tomas Espinosa will be paid at these hourly rates: Attorneys $350 Paralegals $45 Secretarial $30 Tomas Espinosa will be paid a retainer in the amount of $2,500, including the filing fee. Tomas Espinosa will also be reimbursed for reasonable out-of-pocket expenses incurred. Tomas Espinosa assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tomas Espinosa can be reached at: Tomas Espinosa, Esq. 8324 Kennedy Blvd. North Bergen, NJ 07047 Tel: (201) 223-1803 Fax: (201) 223-1893 E-mail: te@lawespinosa.com About Guerrero Deli & Restaurant Guerrero Deli & Restaurant, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 18-23840) on July 10, 2018, disclosing under $1 million in both assets and liabilities. The Debtor hired Tomas Espinosa, Esq., as counsel. GULF COAST: Yarnell & Peterson Objects to Disclosure Statement -------------------------------------------------------------- Creditor, Yarnell & Peterson, PA, filed a Limited Objection to the Amended Disclosure Statement and Confirmation of the Gulf Coast Medical Park LLC's Amended Chapter 11 Plan of Reorganization. The Creditor points out that the Disclosure Statement does not contain a section addressing any anticipated litigation, the Disclosure Statement seems to allude to a possible objection to claim or possible affirmative relief as to Y&P, but there is no clear, unambiguous statement. The Creditor further points out that it is impossible for Y&P to know whether the Plan seeks to pay Y&P 100% of its allowed claim, $0.00, or whether the Debtor believes it has affirmative claims against Y&P and to what extent. The Creditor asserts that the Confirmation of the Debtor's Plan is uncertain because the Debtor in its projections assumes that Claim No. 6 of Y&P will be disallowed. Attorneys for Yarnell & Peterson, PA: Alberto F. Gomez, Jr., Esq. 401 E. Jackson Street, Ste. 3100 Tampa, FL 33602 Telephone: 813-225-2500 Facsimile: 813-223-7118 Email: Al@jpfirm.com About Gulf Coast Medical Park Gulf Coast Medical Park LLC, based in Punta Gorda, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March 28, 2018. In the petition signed by Magnus Karlstedt, managing member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Caryl E. Delano is the case judge. Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy counsel to the Debtor. Holmes Fraser, P.A., is the special litigation counsel; and Webb, Lorah & McMillan, PLLC, CPAs, is the accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HARROGATE INC: Fitch Affirms BB Rating on $8.4MM 1997 Bonds ----------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following bonds issued on behalf of Harrogate, Inc.: -- $8.4 million New Jersey Economic Development Authority revenue refunding bonds, series 1997. The Rating Outlook is revised to Stable from Negative. SECURITY The bonds are secured by a gross revenue pledge, a mortgage on certain property and equipment, and a debt service reserve fund. KEY RATING DRIVERS IMPROVED LIQUIDITY POSITION: In fiscal 2018, Harrogate improved its unrestricted cash and investment position to $3.8 million, which translates into 97 days cash on hand (DCOH), 45.2% cash to debt, and 2.9x cushion ratio. The three metrics show mixed results when compared to Fitch's below investment grade (BIG) medians. Harrogate's improvement in cash reserves in fiscal 2018 offsets five consecutive years of liquidity deterioration and is reflected in the Outlook revision to Stable from Negative. IMPROVED OPERATIONAL PERFORMANCE: Harrogate's solid expense management, strong independent living unit (ILU) sales, and better skilled nursing facility (SNF) payor mix in fiscal 2018 drove an improvement in operational performance as evidenced by its 99.2% operating ratio, 3.5% net operating margin (NOM), and 23% NOM-adjusted (NOMA). All three metrics are on par or better than Fitch's BIG medians of 101.6%, 5.1%, and 18.3%, respectively. Harrogate's improved core operations in fiscal 2018 are reflected in Outlook revision to Stable from Negative and are stark improvements from the 113.5% operating ratio, negative 11.4% NOM, and 8.6% NOMA averaged during fiscal years 2014 - 2016. ONGOING WEAK CENSUS: Harrogate's demand in its ILUs and SNF remained pressured in fiscal 2018 as evidenced by its average occupancy of 77% and 79%, respectively, which are both lower than fiscal 2017 levels of 81% and 89%. However, Fitch attributes Harrogate's weakened census levels to heavy attrition during fiscal 2018 and expects them to improve during fiscal 2019. Harrogate's enhanced marketing efforts in both its ILUs and SNF resulted in strong ILU sales and external SNF admissions during fiscal 2018, which are expected to continue into fiscal 2019. As of the end of the first quarter of 2019, Harrogate management is reporting occupancy of 79% in its ILUs and 91% in its SNF. LOW LONG-TERM LIABILITY PROFILE: Harrogate's long-term liability profile remained low in fiscal 2018 as evidenced by maximum annual debt service (MADS) equating to 8% of fiscal 2018 revenues, which remains favorable to Fitch's BIG median of 16.5%. Additionally, Harrogate improved its debt to net available to 1.9x in fiscal 2018, which is significantly better than Fitch's 'BIG' median of 9.8x. ASYMMETRIC RISK FACTORS: No asymmetric risk factors affected this rating determination. RATING SENSITIVITIES DETERIORATION IN LIQUIDITY: Despite its recent improvement in cash reserves, Harrogate's liquidity position remains thin for its rating level and any liquidity deterioration would pressure the rating. LONG-TERM CAPITAL PLANS: Harrogate is in the process of developing a multi-phase master facilities plan (MFP), which could include construction of additional ILUs and ALUS (phase I), including memory care beds, and a replacement of its healthcare center (phase II). The MFP is still in the early development process, but initial costs for phase I range from $20 to $28 million, which would likely be funded via debt issuance. Harrogate has limited debt capacity at its current rating level and Fitch will incorporate any capital plans into the rating once details are finalized. CREDIT PROFILE Harrogate is a type 'A' life plan community located in Lakewood, New Jersey. The campus has 252 ILUs and 68 SNF beds. Harrogate has a client services agreement with Life Care Services (LCS). The LCS agreement has been in effect for over 20 years and runs through Dec. 31, 2021. Currently, Harrogate offers three types of lifecare contracts: a traditional contract, a 50% return on capital plan, and a 90% return on capital plan. In fiscal 2018, Harrogate had total operating revenues of $16.8 million. IMPROVED OPERATIONAL PERFORMANCE DESPITE WEAK CENSUS Harrogate further improved its operational performance in fiscal 2018 as evidenced by its 99.2% operating ratio, 3.5% NOM, 23% NOMA, and 1.5% excess margin, which all are on par with or favorable to Fitch's BIG medians of 101.6%, 5.1%, 18.3%, and negative 1.3%, respectively. Fiscal 2018 marks the second consecutive year of operational improvement and is primarily attributed to strong ILU sales, solid expense management, and an improved payor mix in its SNF. The improvement in Harrogate's core operations in fiscal 2018 is a stark improvement from its 118.9% operating ratio and negative 15.3% NOM in fiscal 2016. Harrogate showed strong expense management practices in fiscal 2018 by cutting costs by approximately 4.4% over fiscal 2017 levels, which was necessary to offset top line revenue pressures from its ongoing weak census. Harrogate's resident service revenue fell by approximately 6.5% in fiscal 2018 as a result of average occupancy levels of 77% in its ILUs and 79% in SNF, which are both lower than its fiscal 2017 levels of 81% and 89%, respectively. While weak, Harrogate's declining ILU census was a result of heavy attrition during fiscal 2018. Harrogate's enhanced marketing efforts translated into strong unit sales during fiscal 2018 as evidenced by its $3.7 million in net entrance fee receipts, which is a substantial increase from the $1.4 million it had in net entrance fees during fiscal 2017. Additionally, management reports strong ILU sales through the first quarter of 2019 which is expected to translate into improved average occupancy for fiscal 2019. Additionally, Harrogate demonstrated similar improvement in its SNF operations despite weak demand during fiscal 2018. Management has improved its marketing for external admissions in an effort to improve SNF payor mix and overall census levels. Harrogate has already shown an improved payor mix in its SNF during 2018, with Medicare and private pay improving to 26% and 21%, respectively, of gross SNF revenues. Furthermore, management is reporting further improvements in external admissions and census for the first quarter of 2019 as evidenced by its 91% SNF occupancy at March 31, 2019. IMPROVED LIQUIDITY POSITION In fiscal 2018, Harrogate improved its unrestricted cash and investment position by 28% to approximately $3.8 million. Fitch attributes the improvement in cash reserves to Harrogate's improved core operational performance and strong ILU sales in fiscal 2018. The improvement in cash reserves offsets five consecutive years of liquidity deterioration, which is reflected in the revision to Stable Outlook. The $3.8 million in unrestricted cash and investments translates into 97 DCOH, 45.2% cash to debt, and 2.9x cushion ratio, which show mixed results when compared to Fitch's BIG medians of 292 DCOH, 32.1%, and 4.5x, respectively. Despite the improvement, Harrogate's liquidity position remains thin for its rating level, particularly for a lifecare community with primarily refundable contracts. While thin, Fitch believes Harrogate's liquidity position is sufficient for the current rating level given its low long-term liability profile, improving operational performance, and recent strong ILU sales. Harrogate's improved operational performance, strong unit sales, and improved SNF payor mix should continue to drive further liquidity growth over the coming years. However, given its thin liquidity position, any liquidity deterioration would pressure the rating. LONG-TERM LIABILITY PROFILE Harrogate's only debt outstanding is the $8.4 million in series 1997 bonds, which are entirely fixed-rate, have a MADS of $1.3 million, and a near final maturity of 2026. Harrogate's long-term liability remains low as evidenced by MADS equating to 8% of fiscal 2018 revenues which compares favorably to Fitch's BIG category median of 16.5%. Additionally, debt to net available measured a strong 1.9x in fiscal 2018, which is much stronger than Fitch's 'BIG' median of 9.8x. Furthermore, MADS coverage measured a robust 3.3x in fiscal 2018, which is well ahead of Fitch's 'BIG' median of 1.3x. Harrogate is in the process of developing a MFP for its campus, which may include construction of new ILUs and ALUs (including memory care beds) and replacement of its existing health center. The MFP is still in the early development phase; however, it completion is expected in two phases, with the first phase (new ILUs/ALUs) costing between $20 million to $28 million. Likely funding for the project will be by debt issuance. Fitch believes that Harrogate has limited debt capacity at the current rating level and will incorporate any capital plans into the rating once details are finalized. HB2 LLC: Case Summary & 2 Unsecured Creditors --------------------------------------------- Debtor: HB2 LLC dba Integrity Labs dba Elite Toxicology, LLC 14812 Venture Drive Farmers Branch, TX 75234 Business Description: HB2 LLC offers medical and diagnostic laboratory services. Chapter 11 Petition Date: May 16, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Case No.: 19-41323 Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Christopher J. Moser, Esq. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, PC 2001 Bryan Street, Suite 1800 Dallas, TX 75201-3005 Tel: (214) 871-2100 Fax: (214) 871-2111 Email: cmoser@qslwm.com - and - John Paul Stanford, Esq. QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, PC 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 880-1851 Fax: 214-871-2111 E-mail: jstanford@qslwm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wade V. Rosenburg, manager. A copy of the Debtor's list of two unsecured creditors is available for free at: http://bankrupt.com/misc/txeb19-41323_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb19-41323.pdf HEART OF FLORIDA: Exclusive Filing Period Extended Until July 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended the period during which Heart of Florida Cardiovascular Center, LLC has the exclusive right to file a Chapter 11 plan through July 31, and to confirm the plan through Sept. 29. The court also moved the deadline for the company to file its disclosure statement and plan to July 31. Heart of Florida is currently negotiating a new management agreement that will enable the company to formulate its plan. After the negotiation is completed and court approval for the agreement is obtained, the company will establish a "track record" of income and expenses it can utilize to create an accurate pro forma for use with its plan, according to court filings. About Heart of Florida Cardiovascular Center LLC Heart of Florida Cardiovascular Center, LLC operates a medical and diagnostic laboratory in Haines City, Florida. Heart of Florida Cardiovascular Center, LLC filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00249) on January 11, 2019. In the petition signed by Nancy Kastner, manager, the Debtor disclosed $358,125 in assets and $1,267,014 in liabilities. Buddy D. Ford, P.A., is the Debtor's legal counsel. HOLLANDER SLEEP: Files Voluntary Chapter 11 Bankruptcy Petition --------------------------------------------------------------- Hollander Sleep Products, LLC, its parent Dream II Holdings, LLC, and certain of their direct and indirect subsidiaries, the leading North American supplier of pillows and mattress pads, on May 19 disclosed that it has filed voluntary petitions to restructure under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Company's Canadian subsidiary is also voluntarily commencing parallel proceedings under the Companies' Creditors Arrangement Act in Canada. To fund the Company's operations while in Chapter 11, the Company secured $118 million in debtor-in-possession financing ("DIP Financing"), comprised of $28 million in incremental "new money" and an additional $30 million of committed "exit" financing to support a full range of business improvement initiatives once the Company exits from bankruptcy. Both the "new money" DIP Financing and the "exit" financing were provided by a group of the Company's existing term lenders. The balance of the DIP Financing is funded through a $90 million debtor-in-possession ABL Facility ("ABL") provided by the Company's prepetition ABL lenders, led by Wells Fargo Bank. These funds and Hollander's cash from operations are expected to provide ample liquidity during the Chapter 11 process to maintain normal operations. The Company also filed a Chapter 11 reorganization plan, which is supported by 100% of the Company's existing term lenders. The plan contemplates the conversion of approximately $166.5 million of current term debt into new equity in the reorganized company and $30 million of exit financing to provide funding for a full range of business and infrastructure improvements and investment in new manufacturing equipment to improve efficiencies and competitiveness. While simultaneously pursuing this deleveraging Chapter 11 plan, the Company will also be running a marketing process to determine whether there are alternative transactions to ensure that the Company maximizes value. "We are pleased to have reached this agreement with the term lenders, Wells Fargo and our current stakeholders to provide funding and support to restructure our business for long-term success," said Marc Pfefferle, Hollander's Chief Executive Officer. "Hollander is making and will continue to make significant progress on improving all facets of our operations, introducing new products, improving customer service levels, lowering our costs and scaling our E-commerce presence. Upon emergence, we will have a stronger balance sheet and the financial flexibility needed to compete in today's dynamic business environment now and over the long-term." Hollander's offices and plants around the world will remain open, staffed, and supplied with the resources necessary to meet the critical needs of our customers. The Company expects the Chapter 11 process to last approximately four months. Kirkland & Ellis LLP is providing legal counsel to Hollander. Carl Marks Advisory Group, LLC is serving as CEO and financial advisor and Houlihan Lokey Capital, Inc. is serving as investment banker to the Company. Omni Management Group, LLC is serving as Claims Agent. Additional information regarding Hollander's Chapter 11 filing is available at http://www.omnimgt.com/hollander About Hollander Founded in 1953 and headquartered in Boca Raton, Florida, Hollander designs, manufactures, and markets utility bedding products that it sells to a variety of prominent retailers, distributors, and hotels. It is the leading bed, pillow, and mattress pad supplier in North America under owned and licensed brands which include I AM(R), Pacific Coast Feather, Live Comfortably(R), Great Sleep(R), Restful Nights(R), Beautyrest(R), Ralph Lauren(R), Chaps(R), and Calvin Klein(R). HOSNER HOLDINGS: Court Approves Disclosures, Confirms Plan ---------------------------------------------------------- Hosner Holdings, Inc.'s Second Amended Disclosure Statement is approved, on a final basis, and Second Amended Chapter 11 Plan, as modified by this Order, is confirmed. Section 3.1.2 of the Plan is amended to state: "In the alternative, Debtor may pay EBF Partners a lump sum of $32,638.00 on the Effective Date in full satisfaction of the allowed secured claims of this class." In the event of a post‐confirmation conversion of this Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code, all property of the Debtor will be property of the Chapter 7 estate. About Hosner Holdings Hosner Holdings, Inc., owns and operates a real estate company that specializes in the marketing, listing and selling of new and resale homes, residential communities, condominiums, undeveloped land, and commercial and investment opportunities. Hosner Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55404) on Nov. 14, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Thomas J. Tucker oversees the case. The Debtor tapped Maxwell Dunn, PLC as its legal counsel. ICONIX BRAND: Posts $17.9 Million Net Income in First Quarter ------------------------------------------------------------- Iconix Brand Group, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting net income attributable to the Company of $17.94 million for the three months ended March 31, 2019, compared to net income attributable to the Company of $27.75 million for the three months ended March 31, 2018. As of March 31, 2019, Iconix had $622.98 million in total assets, $715.6 million in total liabilities, $29.84 million in redeemable non-controlling interest, and a total stockholders' deficit of $122.46 million. Bob Galvin, CEO commented, "Results for the first quarter of 2019 were as expected, as we continue to stabilize the business and our operational cost structure. We also continue to build the pipeline of our future business, as we have signed 65 deals year to date for aggregate guaranteed minimum royalties of approximately $40 million." For the first quarter of 2019, total revenue was $35.9 million, a 26% decline, compared to $48.5 million in the prior year quarter. Such decline was expected, principally as a result of the transition of the Company's Danskin and Mossimo direct to retail licenses in its Womens segment, as previously announced. The Company's revenue for the first quarter of 2019 was also impacted by the effect of the Sears bankruptcy on the Company's Joe Boxer and Bongo brands in Womens and the Cannon brand in Home. The Company's Mens segment revenue increased 10% in the first quarter of 2019, compared to the prior year quarter primarily from the Starter and Buffalo brands. The Company's International segment declined 15% in the first quarter of 2019 primarily as a result of performance of its Diamond Icon joint venture, which was higher in the prior year due to sales leading up to the World Cup. Total SG&A expenses in the first quarter of 2019 were $18.1 million, a 46% decrease compared to $33.6 million in the first quarter of 2018. Most of the decline for the quarter was a decrease in compensation, advertising and professional expenses. The decrease in compensation was part of the Company's continued efforts to reduce costs. Additionally, expenses for the first quarter of 2018 included $5.4 million in costs associated with a debt refinancing. Operating income for the first quarter of 2019 was $18.4 million, as compared to operating income of $15.5 million in the first quarter of 2018. Adjusted EBITDA in the first quarter of 2019 was $18.4 million which represents operating income of $18.4 million excluding net charges of less than $0.1 million. Adjusted EBITDA in the first quarter of 2018 was $22.5 million which represents operating income of $15.5 million excluding net charges of $6.9 million. The change period over period in Adjusted EBITDA is primarily as a result of the change in revenue. Interest expense in both the first quarter of 2019 and the first quarter of 2018 was $14.5 million. In the first quarter of 2019, the Company recognized a $20.0 million gain as compared to a $24.3 million gain in the first quarter of 2018. These gains result from the Company's accounting for the 5.75% Convertible Notes, which requires recording the fair value of this debt at the end of each period with any change from the prior period accounted for as other income or loss in the respective period's income statement. A full-text copy of the Form 10-Q is available for free at: https://is.gd/o3xT30 About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. As of Dec. 31, 2018, the Company's brand portfolio includes Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $100.5 million for the year ended Dec. 31, 2018, following a net loss attributable to the Company of $489.3 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $632.07 million in total assets, $743.7 million in total liabilities, $34.13 million in redeemable non-controlling interests, and a total stockholders' deficit of $145.7 million. IGOR ERIC KUVYKIN: Court Converts Chapter 11 Case to Chapter 7 -------------------------------------------------------------- Bankruptcy Judge James L. Garrity, Jr. entered an order sustaining Kirby Hill, LLC's objection to amended stipulation and order dismissing Debtor Igor Kuvykin's chapter 11 case, and granting request to convert Debtor's case to one under chapter 7. Kuvykin, the chapter 11 Debtor, iPayment, a judgment creditor that is one of the Debtor's largest unsecured creditors, and the Office of the United States Trustee noticed for presentment an Amended Stipulation and Order Dismissing Chapter 11 Case and Adv. Pro. 18-01573. In that stipulation, they seek an order of this Court dismissing this Chapter 11 Case pursuant to section 1112(b) of the Bankruptcy Code. WB Kirby holds pre and post-petition claims against the Debtor. It objects to the stipulation and seeks to convert the Chapter 11 Case to one under chapter 7 of the Bankruptcy Code. The Debtor and iPayment oppose that request. The U.S. Trustee advises that it stipulated to dismiss the case because its counsel incorrectly believed that WB Kirby consented to such relief. Its position is that the Court would be within its reasonable discretion in either dismissing or converting the case. The Debtor is a serial bankruptcy filer. In the eleven months that his case has been pending, he has filed two monthly operating reports. In addition, during that period, he has taken drastically different positions regarding the value of his assets. Early on, he asserted that his assets have significant value and he would use them to fund a chapter 11 plan. Now, in opposing the Request to Convert, he says that those same assets have little to no value. In short, the Debtor has not been forthcoming with respect to the extent and value of his estate and assets. That fact, and others, support the conversion of the Chapter 11 Case and appointment of a chapter 7 trustee. Accordingly, the Court sustains WB Kirby's objection to the Amended Stipulation of Dismissal, grants the Request to Convert, and converts the Chapter 11 Case to one under chapter 7 of the Bankruptcy Code. The bankruptcy case is in re: Igor Eric Kuvykin, Chapter 11, Debtor, Case No. 18-10760 (JLG) (Bankr. S.D.N.Y.). A copy of the Court's Memorandum Decision and Order dated Feb. 26, 2019 is available at https://bit.ly/2JmvWhh from Leagle.com. Igor Eric Kuvykin, Debtor, represented by Wayne M. Greenwald, Wayne M. Greenwald, P.C. United States Trustee, U.S. Trustee, represented by Serene K. Nakano, U.S. Department of Justice U.S. Trustee's Office. Igor Eric Kuvykin filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 18-10760) on March 19, 2018, and is represented by Wayne M. Greenwald, Esq. of Wayne M. Greenwald, P.C. INTEGRITY BRANDS: Hires Katz Partners as Sales Consultant --------------------------------------------------------- Integrity Brands, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Katz Partners, LLC, as sales consultant to the Debtor. Integrity Brands requires Katz Partners to: (a) undertake a business and financial analysis of the Debtor; (b) review and analyze the Debtor's assets and its operating and financial strategies; (c) review and analyze the business plans and financial projections prepared by the Debtor including, but not limited to, test assumptions and comparing those assumptions to historical and industry trends; (d) identify, initiate, review, negotiate, and evaluate the proposed sale, and if directed, develop and evaluate alternative proposals; (e) solicit and evaluate indications of interest and proposals regarding the proposed sale, alternative sales, and any restructuring opportunities from current or potential lenders, equity investors, acquirers or strategic partners; (f) assist Debtor in developing strategies to determine the viability of any financial proposals, bids or other solutions; (g) represent the Debtor in the course of its negotiation of any sale; (h) determine and evaluate the risks and benefits of considering, initiating and consummating the proposed sale and evaluation of any bankruptcy options; (i) assist the Debtor in the development, preparation and distribution of selected information, documents and other materials to create interest in and to consummate any sale; (j) assist Debtor in valuing the Debtor's assets or business, provided that any fixed asset appraisal will be undertaken by outside appraisers, separately retained and compensated from Debtor's bankruptcy estate; (k) be available to meet with Debtor, the Debtor's management, Debtor's board of directors, creditor groups, franchisees, equity holders or other parties to discuss the proposed sale and any possible restructuring alternatives; (l) participate in hearings before the Bankruptcy Court and provide relevant testimony; and (m) such other financial advisory services as may be agreed upon by Sales Consultant and Debtor. Katz Partners will be paid at the hourly rate of $475. Katz Partners will be paid a retainer in the amount of $15,000. Katz Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Lee N. Katz, a partner at Katz Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Katz Partners can be reached at: Lee N. Katz KATZ PARTNERS, LLC 1360 Center Drive, Suite 110 Atlanta, GA 30338 Tel: (404) 307-6150 About Integrity Brands Integrity Brands, LLC, owns and operates a chain of pizza restaurants in Georgia. Integrity Brands, based in Atlanta, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-55832) on April 13, 2019. In the petition signed by Matthew Andrew, CEO, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, serves as bankruptcy counsel to the Debtor. INTELLICARE NETWORK: June 18 Hearing on Disclosure Statement ------------------------------------------------------------ The hearing at which the Court will determine whether to finally approve the Disclosure Statement explaining Intellicare Network, LLC's small business Chapter 11 plan, and confirm the Plan will take place on June 18, 2019, at 9:30 a.m., in the United States Bankruptcy Court for the District of Kansas, Carlson Building, 444 SE Quincy, Room 210, Topeka, Kansas 66683. Ballots must be received by June 7, 2019, or it will not be counted. Objections to this Disclosure Statement or to the confirmation of the Plan must be filed and served by June 7. Class 3 represents the General Unsecured Claims are not secured by property of the estate and are not entitled to priority under Section 507(a) of the Bankruptcy Code. Class 3 consists of the allowed general unsecured claims not otherwise entitled to priority status under Section 507(a)(8) and will be distributed a pro-rata share of the Debtor's assets until their claims are paid in full. This Class contains the claim of Safetycare Technologies, LLC, as its primary obligation. Distributions under the Plan will be funded from the liquidation of the Debtor's assets including the recovery, if any, derived from its pending legal malpractice claim. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y22jfoxb from PacerMonitor.com at no charge. Attorney for the Debtor is Todd A. Luckman, Esq., in Topeka, Kansas. About Intellicare Network Intellicare Network, LLC sought Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 18-40856) on July 13, 2018, listing under $500,000 in assets and $500,001 to $1 million in liabilities. Judge Janice Miller Karlin oversees the case. The United States Trustee has advised the Court it was unable to appoint an official creditors' committee due to inadequate responses from the 20 largest creditors. INTRINSIC HOSPITALITY: Lindauer Creditors Object to Plan Outline ---------------------------------------------------------------- Babaria Construction & Development LLC, SLC Airport Lodging, LLC, and Elko Hospitality, Inc., ("Lindauer Creditors") object to the Disclosure Statement explaining the Chapter 11 Plan of Intrinsic Hospitality, LLC. The Lindauer Creditors complain that at the time Debtor filed its Disclosure Statement it had losses of $187,158.90. The Debtor's statement on profitability was therefore misleading and inaccurate at the time of disclosure. The Creditors point out that the Debtor projected income and expenses is devoid of any financial information or any business plan which would allow a hypothetical investor to determine how the Debtor intends to generate sufficient revenue to pay creditors, or whether such plan payments are feasible. The Creditors further point out that the Debtor's Disclosure Statement provides only the vague recitation that it may pay insider Marlin Wilson a salary for management services when the Debtor becomes "profitable." According to the Creditors, the Debtor appears, based on its monthly operating reports, to mislead and misstate its cash assets as of the filing of the Disclosure Statement. The Creditors assert that with the filing of its Notice of Withdrawal of Proof of Claim, secured creditor and sole claimant of Class 2 is no longer impaired, and is therefore ineligible to vote on this Plan. The Creditors point out that the Class 4 claimants are junior to that of the Class 3 claimants; nevertheless, they retain property under the Plan in violation of 11 U.S.C. Section 1129(b)(1). Attorneys for the Lindauer Creditors: Joyce W. Lindauer, Esq. Jeffery M. Veteto, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 About Intrinsic Hospitality Intrinsic Hospitality, LLC -- http://www.intrinsichospitality.com/ -- provides furniture, fixtures and equipment to clients within the continental United States. Based in North Texas, the company delivers services, products and logistical support. Intrinsic Hospitality, LLC, filed a Chapter 11 voluntary petition (Bankr. E.D. Tex. Case No. 18-42055) on Sept. 12, 2018. In the petition signed by Marlin Wilson, managing member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Brenda T. Rhoades. Eric A. Liepins, Esq. at ERIC A. LIEPINS, serves as counsel to the Debtor. INTRINSIC HOSPITALITY: SE LA Hotel Objects to Disclosure Statement ------------------------------------------------------------------ SE LA Hotel Partners, LLC, and SMC Hotels Group, LLC, file a joint objection to the Disclosure Statement and Plan of Reorganization of Intrinsic Hospitality, LLC. SE LA/SMC points out that the intrinsic has filed a disclosure statement that fails to accurately state relevant facts and leaves out other information that should be included. SE LA/SMC further points out that the financial history, background of Intrinsic, and the events leading up to the bankruptcy found in Section III of the disclosure statement provide little insight into how Intrinsic was put into this situation. According to SE LA/SMC, Intrinsic follows that sparse "Financial History and Background" with six lines about post-petition operations. SE LA/SMC asserts that in addition, Intrinsic's "Analysis and Valuation of Property" does not make sense, and in some respects appears to be simply misleading. SE LA/SMC complains that there appears to have been considerable turnover in management, but the disclosure statement is devoid of who is presently managing the company and who will be managing it in the future. SE LA/SMC points out that there is no explanation for the source of the $500,000, is it the fund intended for distribution over 5 years? If so, it appears to be grossly overstated. SE LA/SMC further points out that while the plan "projects" sufficient income to support payments, there is no data to support these projections. SE LA/SMC asserts that the plan of reorganization itself contains no additional disclosures that would aid in curing the problems with the disclosure statements. SE LA/SMC complains that the plan of reorganization is not "fair and equitable" in a cram-down scenario as it violates the "absolute priority rule." Attorneys for SE LA Hotel and SMC Hotels Group are Howard C. Rubin, Esq., and Daniel P. Callahan, Esq., at Kessler & Collins, P.C., in Dallas, Texas. About Intrinsic Hospitality Intrinsic Hospitality, LLC -- http://www.intrinsichospitality.com/ -- provides furniture, fixtures and equipment to clients within the continental United States. Based in North Texas, the company delivers services, products and logistical support. Intrinsic Hospitality, LLC, filed a Chapter 11 voluntary petition (Bankr. E.D. Tex. Case No. 18-42055) on Sept. 12, 2018. In the petition signed by Marlin Wilson, managing member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Brenda T. Rhoades. Eric A. Liepins, Esq. at ERIC A. LIEPINS, serves as counsel to the Debtor. ITALO-AMERICAN CITIZENS: June 20 Approval Hearing on Plan Outline ----------------------------------------------------------------- Bankruptcy Judge Gregory L. Taddonio is set to hold a hearing on June 20, 2019 at 11:00 a.m. to consider approval of Italo−American Citizens Club's disclosure statement. The last date to file and serve written objections to the disclosure statement is June 11, 2019. The Troubled Company Reporter previously reported that the unsecured claim of Duquesne Light Company will be paid at $907.58 at 6% interest over 1 year with 12 equal monthly payments of $78.11. A copy of the Disclosure Statement dated May 3, 2019 is available at https://tinyurl.com/y2q9fg7u from Pacermonitor.com at no charge. About Italo-American Citizens Club Italo-American Citizens Club, a private club located at 1130 Rodi Road, Turtle Creek, Pennsylvania, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-24283) on Nov. 1, 2018, estimating under $500,000 in assets and under $100,000 in liabilities. The petition was signed by Joseph M. Henry, financial advisor. Thompson Law Group, P.C., led by principal Brian C. Thompson, serves as the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's bankruptcy case. J. COPELLO INTERNATIONAL: Hires French Lyon as Special Counsel -------------------------------------------------------------- J. Copello International Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ French Lyon Tang, as special counsel to the Debtor. J. Copello International requires French Lyon to advise the Debtor with respect to its construction contracts in connection with obtaining work on various projects. French Lyon will be paid at the hourly rates of $350 to $425. French Lyon will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Fusch, a partner at French Lyon Tang, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. French Lyon can be reached at: Kevin Fusch, Esq. FRENCH LYON TANG 1990 N. California Blvd, Suite 330 Walnut Creek, CA 94104 Tel: (415) 597-7800 Fax: (415) 243-8200 About J. Copello International Corp. J Copello International Corporation is a corporation that operates as an electrical contractor from leased premises in South San Francisco. Based in Millbrae, California, J Copello filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-31345) on Dec. 16, 2016. In the petition signed by Jack Copello, president, the Debtor disclosed $744,622 in assets and $2.9 million in liabilities. Judge Dennis Montali presides over the case. Finestone Hayes LLP is the Debtor's bankruptcy counsel. Littler Mendelson, PC, is the special counsel; French Lyon Tang, is special counsel, and McGuigan & McGuigan CPAs is the accountant. JCV TRUCKING: Plan, Disclosure Statement Hearing Set for June 18 ---------------------------------------------------------------- Bankruptcy Judge Stacey L. Meisel conditionally approved JCV Trucking Corp.'s small business disclosure statement in support of its chapter 11 plan dated May 2, 2019. June 11, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and the last day for filing written acceptances or rejections of the plan. A hearing will be held on June 18, 2019 at 11:00 a.m. for final approval of the disclosure statement and for confirmation of the plan. The Troubled Company Reporter previously reported that unsecured creditors will get $1,000 monthly over 60 months. A full-text copy of the Disclosure Statement dated May 2, 2019, is available at https://tinyurl.com/y6hl4odk from PacerMonitor.com at no charge. JCV Trucking Corp., filed a Chapter 11 Petition (Bankr. D.N.J. Case No. 18-23621) on July 6, 2018, and represented by Scott C. Pyfer, Esq., at Pyfer Law Group, LLC. JOAN KATHRYN LIVDAHL: Court Junks Bid for Award of Attorney's Fees ------------------------------------------------------------------ In the case captioned LEONARD N. ROBERTS, Plaintiff, v. JOAN KATHRYN LIVDAHL, Defendant, Adversary No. 2:18-ap-00054-MCW (Bankr. D. Ariz.), Bankruptcy Judge Madeleine C. Wanslee issued an order denying Defendant's motion for award of attorney's fees and costs, and an order allowing fees and costs to Defendant. Debtor and Defendant Livdahl argues that she is entitled to an award of attorney's fees and costs under A.R.S. section 12-341.01 because 1) the adversary action arose out of contract and 2) as a sanction to deter the Plaintiff, Mr. Roberts, from continuing to file complaints that have no legal basis. Debtor notes that the adversary complaint sought to hold her debt owed to Desert Schools Federal Credit Union as non-dischargeable and that this underlying debt existed only because of the contract between Livdahl and DSFCU on the Home Equity Line of Credit. Therefore, because the adversary complaint would not, and could not, exist, but for the existence of the underlying contract, attorneys’ fees are proper under A.R.S. section 12-341.01. Livdahl argues the claims alleged in the complaint are factually connected to the contract, so the fees and costs are allowed under the Arizona statute. Ms. Livdahl argues that she is entitled to a fee award based on an Arizona statute, A.R.S. section 12-341.01, that allows for the recovery of fees in any contested action arising out of a contract. The Court notes that Ms. Livdahl does not cite to a provision of the contract allowing for fees, presumably because she acknowledges that the contract in question is between Ms. Livdahl and DSFCU and that Mr. Roberts is not a party to that contract. Therefore, he is not bound by the provisions contained therein, including any provision that allows for an award of attorney's fees. An award of attorney's fees under A.R.S. section 12-341.01 is not mandatory, and, is instead, at the Court's discretion. The Court finds and concludes that while the contract in question, the Home Equity Variable Rate Line of Credit, established the relationship between the Debtor and DSFCU, it was not the basis for the non-dischargeability complaint brought by Mr. Roberts. The complaint filed by Mr. Roberts is based in fraud, or fraudulent transfer, and it seeks a determination that a debt owed should be declared non-dischargeable. Yes, there was a contract, but this is not a suit based on a breach of the contract or to enforce the terms of the contract. As stated in Larry's Apartment, this contract is "merely somewhere in the factual background, [and] an award of fees under [A.R.S.] section 12-341.01(A) is not proper." Accordingly, the Court finds that the action did not arise out of contract.5 Because the action did not arise out of contract, an award of fees under A.R.S. section 12-341.01 is not proper under these circumstances and the requested relief on this basis is denied. The Court, however, finds and concludes that Ms. Livdahl is entitled to an award of fees and costs incurred in defending the section 523(a)(2) action brought in this adversary proceeding under section 523(d). The Court further finds and concludes that Mr. Roberts has raised no objection to the reasonableness of the fees and the Court finds that the requested $4,712.50 is reasonable. A copy of the Court's Order dated Feb. 27, 2019 is available at https://bit.ly/2Ht0rOY from Leagle.com. Leonard Noel Roberts, Plaintiff, represented by Andrew M. Ellis, ANDREW M. ELLIS LAW, PLLC & CRAIG ALLEN STEPHAN, LAW OFFICE OF CRAIG STEPHAN. Joan Kathryn Livdahl, Defendant, represented by KATHERINE ANDERSON SANCHEZ -- KSanchez@dickinson-wright.com -- Dickinson Wright PLLC. Joan Kathryn Livdahl field a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-12768) on November 7, 2016 and is represented by Richard A. Drake, Esq. -- rdrake@bdlawyers.com -- at Drake Law Firm PLC. JPM REALTY: Seeks More Time to File Bankruptcy Plan --------------------------------------------------- JPM Realty, Inc. filed a motion with the U.S. Bankruptcy Court for the Middle District of Pennsylvania requesting that the company be granted an extension until 60 days after the decision on its request to reconstitute tax return and amend its schedules as to insider distribution to have the exclusive right to propose a Chapter 11 plan. The company also requested for an extension of 90 days after the decision on the motion for leave to file a plan. The decision on the motion for leave will affect both the company's disclosure statement and plan, according to its attorney C. Stephen Gurdin, Jr., Esq., at Wilkes-Barre PA. About JPM Realty Inc. JPM Realty, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Robert N. Opel II presides over the case. The Debtor tapped C. Stephen Gurdin Jr., Esq., as its legal counsel. KEVIN J. HAAS: $35K Sale of Hancock County Parcel Approved ---------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Kevin J. Haas and Lisa T. Haas to sell the parcel of real property located in Hancock County, Mississippi, consisting of approximately 3.54 acres, said Property being part of Hancock County Tax Parcel No. 069-0-30-019.005, to Charles Kenney and Kari Morgan for $35,000. The payment is to be made in the following manner: a. Pro-ration of the County ad valorem taxes for the current year of approximately $25. b. Reserve to the Debtor the sum of $650 to be applied to the quarterly fees that will become due to the U. S. Trustee pursuant to 28 USC 1930, as a result of this transaction. c. Placement of 100% of the Net Proceeds of sale in a DIP account to be disbursed only with approval of the Court. The Debtors shall, within seven days of the date the sale closes, file with the Court a Report of Sale, with a copy of the settlement statement, and other pertinent closing documents, pursuant to Fed. R. Bankr. P. 6004(f)(1). Kevin J. Haas and Lisa T. Haas sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 18-51718) on Sept. 4, 2018. The Debtors tapped Patrick A. Sheehan, Esq., as counsel. KONA GRILL: U.S. Trustee Forms 5-Member Committee ------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on May 16 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Kona Grill, Inc. and its affiliates. The committee members are: (1) The Taubman Company Attn: Andrew Conway 200 East Long Lake Road Bloomfield Hills, MI 48304 Phone: 248-258-7427 (2) Brookfield Property REIT, Inc. Attn: Julie Minnick-Bowden 350 N. Orleans Street, Suite 300 Chicago, IL 60654-1607 Phone: 312-960-2707 Fax: 312-442-6374 (3) Edward Don & Company Attn: John Fahey 9801 Adam Don Parkway Woodridge, IL 60517 Phone: 708-883-8362 Fax: 866-299-3038 (4) Tracy Fortman c/o Robert R. Hopper & Associates, LLC Attn: Jason Juran 333 S. 7th Street, Suite 2450 Minneapolis, MN 55402 Phone: 651-455-2199 (5) True Worlds Foods, LLC Attn: Daniel Gray 24 Link Drive Rockleigh, NJ 07647 Phone: 914-260-9653 Fax: 201-750-0025 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Kona Grill Kona Grill, Inc. -- https://www.konagrill.com/ -- owns and operates 27 casual dining restaurants in 18 states, as well as Puerto Rico, serving contemporary American favorites, sushi, and alcoholic beverages throughout the United States and Puerto Rico. Kona Grill, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No. 19-10953) on April 30, 2019. As of Dec. 31, 2018, the Debtors' total assets is $53,613,000 and total liabilities of $74,049,000. The petition was signed by Christopher J. Wells, chief restructuring officer. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel; Piper Jaffray as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor and Epiq Corporate Restructuring, LLC as claims and noticing agent. LIFE SETTLEMENTS: Seeks More Time to File Bankruptcy Plan --------------------------------------------------------- Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC asked the U.S. Bankruptcy Court for the District of Delaware to extend the period during which they have the exclusive right to file a Chapter 11 plan through June 29, and to solicit acceptances for the plan through Aug. 29. The extension, if granted by the court, would give the companies more time to resolve their dispute with the Employees' Retirement System of the Government of the Virgin Islands over its status as a secured creditor. The adversary proceeding involving GERS is a "major piece" of the companies' bankruptcy cases, according to their attorney Evan Miller, Esq., at Bayard, P.A. "Until such time as the adversary proceeding is resolved and GERS' distribution priority is determined, any potential plan will have to account for the various contingencies that could arise from resolution of the adversary proceeding," Mr. Miller said. The court had earlier approved the sale of substantially all of the companies' assets to the winning bidder Ensign Peak Advisors, Inc., which offered to acquire not only the assets but also resolve the adversary proceeding, according to court filings. A court hearing to consider extension of the exclusivity period is scheduled for May 29, at 10:30 a.m. About Life Settlements Absolute Return I Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC, are privately held companies that purchase life insurance policies from policy holders. Their principal assets are located at 6th and Marquette Minneapolis, MN 55479. The Attilanus Fund I, L.P., owns 100% equity interest in Life Settlements Absolute. Affiliates, Life Settlements Absolute Return I, LLC and Senior LS Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-13030 and 17-13031, respectively) on Dec. 29, 2017. In the petitions signed by Robert J. Davey, III, secretary/treasurer, Life Settlements estimated $10 million to $50 million in assets and $100 million $500 million in liabilities; and Senior LS estimated $10 million to $50 million in assets and under $50,000 in liabilities. The cases are assigned to Judge Mary F. Walrath. Bayard, P.A., serves as the Debtors' local counsel; Nelson Mullins Riley & Scarborough LLP, is general bankruptcy counsel; and Elliott Davis, LLC, is the accountant. LODESTONE OPERATING: Convenience Claims to Get 50% in New Plan -------------------------------------------------------------- Lodestone Operating, Inc., filed an amended small business Chapter 11 plan and accompanying disclosure statement. Class 9a contains the claims of all unsecured creditors whose claims are in the amount of $5,000 or below and who elect to have their claim treated as a Class 9a claim. "Convenience Class" Claimants, and in so electing, will receive a one-time cash payment equal to 50% of their allowed claim as payment in full of their unsecured claim. Said cash payment shall be made on September 15, 2019. Class 9b contains the claims of all unsecured creditors whose claims are in an amount greater than $5,000 or whose claims are less than $5,000 but do not elect to be treated as a Class 9a Claimant. General unsecured creditors classified in Class 9b will receive a distribution of 100% of their allowed claims, to be distributed as follows: Class 9b General Unsecured Creditors will receive principal reduction payments equal to 5% of their claims annually with a balloon payment payable at the end of the 60th month in an amount equal to 75% of their claim such that 100% of their claim shall be paid over five years. The payment schedule for the Class 9b claims shall be as follows: The Class 9b claimants shall be paid in an amount equal to 2.5% of each of their claims commencing on the sixth month following the effective date of the plan with successive principal reduction payments equal to 2.5% of their claims each six month period thereafter through the 60th month of the plan with a balloon payment equal to 75% of their claims due on or before the 61st month following the effective date of the plan. Payments and distributions under the Plan will be funded by the Cash flow from operations are projected to be sufficient to make all payments under the plan. In the event additional funds are needed to make payments under the plan, David Reavis will be available to make new value contributions to the debtor. Historically David Reavis has made equity contributions to the debtor. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y3zqkrnk from PacerMonitor.com at no charge. Attorney for Debtor is Margaret Maxwell McClure, Esq., in Houston, Texas. About Lodestone Operating Inc. Lodestone Operating, Inc. is a privately-held company in Houston, Texas engaged in oil and gas production. Lodestone Operating sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-33932) on July 16, 2018. In the petition signed by David M. Reavis, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Eduardo V. Rodriguez presides over the case. The Debtor tapped Weycer, Kaplan, Pulaski, & Zuber, P.C. as its legal counsel. LUCID ENERGY: S&P Assigns 'B' Rating to $100MM Sec. Term Loan B-2 ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating on Lucid Energy Group II Borrower LLC's $100 million senior secured term loan B-2. The 'B' issue-level rating and '3' recovery rating on the senior secured term loan B-1 remain unchanged. Lucid will use proceeds to fund general corporate purposes and capital expenditures. Despite the increase in total debt, the issue-level and issuer credit ratings remain 'B' as S&P does not expect a material change in credit metrics. MANNKIND CORP: Signs Marketing Agreement with AMSL Diabetes ----------------------------------------------------------- MannKind Corporation issued a press release on May 16, 2019, announcing the Company's entry into an exclusive marketing and distribution agreement with the AMSL Diabetes division of Australasian Medical & Scientific Ltd. for the commercialization of Afrezza (insulin human) Inhalation Powder in Australia. Under the terms of the agreement, AMSL Diabetes is responsible for obtaining regulatory and reimbursement approvals to distribute Afrezza in Australia. AMSL Diabetes is also responsible for sales, marketing, and customer support and distribution activities. MannKind is responsible for the supply and manufacturing of Afrezza. About MannKind Corp MannKind Corporation (NASDAQ: MNKD) -- http://www.mannkindcorp.com/ -- focuses on the development and commercialization of inhaled therapeutic products for patients with diseases such as diabetes and pulmonary arterial hypertension. MannKind is currently commercializing Afrezza (insulin human) Inhalation Powder, the Company's first FDA-approved product and the only inhaled rapid-acting mealtime insulin in the United States, where it is available by prescription from pharmacies nationwide. MannKind is headquartered in Westlake Village, California, and has a state-of-the art manufacturing facility in Danbury, Connecticut. The Company also employs field sales and medical representatives across the U.S. MannKind incurred a net loss of $86.97 million in 2018, following a net loss of $117.3 million in 2017. As of March 31, 2019, the Company had $100.96 million in total assets, $288.96 million in total liabilities, and a total stockholders' deficit of $188 million. Deloitte & Touche LLP, in Los Angeles, California, issued a "going concern" qualification in its report dated Feb. 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2019, citing that the Company's available cash resources and continuing cash needs raise substantial doubt about its ability to continue as a going concern. MAURICE SPORTING: Seeks to Hire FGMK LLC as Tax Consultant ---------------------------------------------------------- Maurice Sporting Goods of Delaware, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ FGMK, LLC, as tax consultant to the Debtors. Maurice Sporting requires FGMK, LLC to: a. prepare the Debtors' U.S. Federal and State income tax returns for the tax year 2017; b. prepare the Debtors' U.S. Federal and State income tax returns for the tax year 2018; and c. prepare the Debtors' U.S. Federal and State income tax returns for the tax year 2019. FGMK, LLC will be paid at these hourly rates: Partner/Director $390 to $495 Manager $310 to $390 Supervisor $240 to $310 Staff $165 to $240 FGMK, LLC, is subject to a fee cap of $52,000 for the 2017 Tax Compliance Services, and has agreed to similar caps of $30,000 and $25,000 for the 2018 Tax Compliance Services and 2019 Tax Compliance Services, respectively. FGMK, LLC, will also be reimbursed for reasonable out-of-pocket expenses incurred. Saul Rhum, a partner at FGMK, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. FGMK, LLC, can be reached at: Saul Rhum FGMK, LLC 333 W. Wacker Drive, 6th Floor Chicago, IL 60606 Tel: (312) 818-4300 About Maurice Sporting Goods Maurice Sporting Goods, Inc., established in 1923, is a family-owned distributor of outdoor sporting goods specializing in fishing; marine; sports licensed products and souvenirs; outdoor gifts and decor; hunting; and camping and outdoor recreation. Collectively, Maurice Sporting Goods services more than 15,000 store fronts across the United States, Canada, South America, and Europe. Maurice Sporting Goods, Inc., and 4 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12481) on Nov. 20, 2017. Maurice Sporting Goods estimated $10 million to $50 million in total assets and $100 million to $500 million in total liabilities. The Debtors' cases are assigned to Judge Christopher S. Sontchi. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as counsel; Patrick J. O'Malley of Development Specialists, Inc., as restructuring advisor; Silverman Consulting as financial advisor; Livingstone Partners LLC as investment banker; and Epiq Bankruptcy Solutions, LLC, as claims, solicitation and balloting agent. MCMAHAN-CLEMIS INSTITUTE: Unsecureds to Get $115K Under Plan ------------------------------------------------------------ McMahan-Clemis Institute of Otolaryngology, S.C., filed a Chapter 11 plan and accompanying disclosure statement. Class 2 - General Nonpriority Unsecured Claims aggregating approximately $350,744, including the allowed unsecured claim of Lake Forest Bank in the amount of $250,000, will be paid pro rata distributions of deferred cash payments from the General Unsecured Creditors Fund ("GUCF") of $115,000 payable in installments of $23,000 annually commencing on December 31, 2019, and each 31st of the year thereafter through December 31, 2023. Class 2 claims are impaired under the Plan. Class 1 - Lake Forest Bank Secured Claim with asserted claim of $436,886. Pursuant to a compromise and settlement between Lake Forest Bank and the Debtor, Lake Forest Bank will have an allowed Class 1 Secured Claim in the amount of $267,000 and an allowed unsecured claim in the amount of $250,000. The allowed Class 1 Secured Claim of Lake Forest Bank in the amount of $267,000 will be paid, in full, through monthly payments of $4,450 commencing on the 15th day of the month following the Effective Date and the 15th day of the month thereafter for an additional 59 months. Class 1 Claims are impaired under the Plan. Class 3 - Equity Interests. 1,000 shares of newly issued common stock shall be held in escrow by a Creditor's Trust and transferred to Dr. John McMahan on December 31, 2024 after satisfaction of the Class 1 and Class 2 claims. All cash necessary for the Debtor to make payments pursuant to the Plan to Allowed Administrative Claims, Priority Tax Claims, Secured Claims, and Unsecured Claims will be obtained from existing cash, cash equivalents derived from the continued operation of the medical practice of the Debtor, and the net proceeds from Liquidation Claims, is any. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y57ph874 from PacerMonitor.com at no charge. Attorneys for the Debtor are Gregory K. Stem, Esq., Monica C. O'Brien, Esq., Dennis E. Quaid, Esq., and Rachel S. Sandler, Esq., at Gregory K. Stern, P.C., in Chicago, Illinois. About McMahan-Clemis Institute of Otolaryngology S.C. McMahan-Clemis Institute of Otolaryngology, S.C., d/b/a Physician's Hearing Aid Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-17563) on June 20, 2018. In the petition signed by John T. McMahan, president, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Lashonda A. Hunt oversees the case. The Debtor is represented by Gregory K. Stern, P.C. MELISSA VILLASENOR: $735K Sale of Austin Property Approved ---------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Melissa Villasenor's sale of the real property known as 2506 Hartford, legally described as Lot B, Pemberton Heights Addition, City of Austin, Travis County, Texas, to Lori Trammell or assigns for $735,000. The sale is free and clear of liens, claims, interests and encumbrances, except that the property will be sold subject to the ad valorem tax liens for the year 2019 which will be the responsibility of the Purchaser. The following liens will be paid at closing: Claim of Network Funding in the amount of $459,144 as of Nov. 7, 2018 plus additional fees and charges accruing subsequent to such date. The Debtor is authorized to pay all usual and necessary closing costs, including broker's fees of 6% of the gross sales proceeds. The ad valorem taxes for year 2019 pertaining to the subject property will be prorated in accordance with the Earnest Money Contract and will become the responsibility of the Purchaser and the year 2019 ad valorem tax lien will be retained against the subject property until said taxes are paid in full. All other liens, claims, interests and encumbrances will attach to the proceeds from the sale to the same extent, priority and validity as existed on the petition date if applicable. At closing, the Debtor will pay all quarterly fees owed to the United States Trustee through the second quarter 2019, or if the sale closes after June 30, 2019, through the quarter in which the sale closes. The bankruptcy case is In re Melissa Villaseno (Bankr. W.D. Tex. Case No. 18-10402). MESABI METALLICS: Ct. Partly Grants GPIOP Bid for Summary Judgment ------------------------------------------------------------------ In the case captioned MESABI METALLICS COMPANY LLC, Plaintiff, v. CLEVELAND-CLIFFS INC. (F/K/A CLIFFS NATURAL RESOURCES INC.); CLEVELAND-CLIFFS MINNESOTA LAND DEVELOPMENT LLC; GLACIER PARK IRON ORE PROPERTIES LLC, and DOES 1-10 Defendants, Adv. Proc. No. 17-51210 (BLS) (Bankr. D. Del.), Bankruptcy Judge Brendan Linehan Shannon denied Glacier Park Iron Ore Properties' motion for summary judgment as to Count Five of the Second Amended Complaint, but granted as to Counts 15 and 17. GPIOP argues the Court should grant Summary Judgment on Count Five. GPIOP admits that the Settlement Agreement anticipated that the parties would "negotiate and execute" restated Mineral Leases. However, GPIOP asserts that provision is unenforceable. Moreover, under the terms of the Settlement Agreement, GPIOP argues it was impossible for its conduct to delay the Effective Date since the Mineral Leases would have been deemed amended had the Effective Date occurred by the Assumption Deadline. As to Counts Fifteen and Seventeen, GPIOP argues Mesabi received reasonably equivalent value in exchange for the royalty payments it made under the Mineral Leases. Conversely, Mesabi asserts each of the relevant Counts should survive Summary Judgment. It argues that the Court already declined to dismiss Count Five and that GPIOP has not presented any reason to reconsider that determination. As to Counts Fifteen and Seventeen, Mesabi argues that there remains a factual dispute over whether it received reasonably equivalent value in exchange for the royalty payments. Mesabi alleges in Count Five that GPIOP breached the implied covenant of good faith in the Settlement Agreement when it refused to re-negotiate the Mineral Leases. Mesabi notes this Court already declined to grant Summary Judgment on Count Five. In response, GPIOP argues that it is entitled to Summary Judgment because Mesabi cannot succeed on Count Five. The Court has discretion to consider a "successive summary judgment motion seeking precisely the same relief as before." Generally, a court will exercise that discretion only when the parties have presented new material that was unavailable when the first motion was filed. The Court declines to exercise that discretion in this instance. GPIOP does not argue that anything has changed since its last motion and has not presented any new material. In substance, GPIOP's Motion as to Count Five is identical to the one this Court denied several months ago. For those reasons, GPIOP's Motion on Count Five is denied. Counts Fifteen and Seventeen allege that the royalty payments Mesabi made under the Mineral Leases were fraudulent transfers. Mesabi admits it received value in return for the royalty payments. However, it alleges there is a factual dispute over whether that value was reasonably equivalent. In reply, GPIOP posits the royalties per se conferred reasonably equivalent value because the parties agreed to those payments through an arm's length transaction. The Court agrees with GPIOP and finds Mesabi received reasonably equivalent value for the royalty payments. In reaching this conclusion, the Court notes that the undisputed record reflects that the Mineral Leases were negotiated at arm's length between sophisticated parties represented by counsel. If Mesabi had failed to make any of the payments, Mesabi may have immediately lost the right to mine the land. The royalty payments therefore conferred value on Mesabi because they preserved its continuing mining rights. Mesabi has failed to articulate any facts that would suggest the royalty payments did not confer reasonably equivalent value. Moreover, the authority on which Mesabi relies is inapposite. In each of those cases, the debtor made an initial payment in anticipation of a benefit that never materialized. Further, if in fact the Mineral Leases failed to confer reasonably equivalent value, the Debtor's stated intent to assume them would have been illogical. In that case, it seems apparent the Debtor would have promptly rejected the Mineral Leases, it would have been obliged to do so. Thus, in the absence of a genuine dispute, the Court grants GPIOP's Motion as to Counts Fifteen and Seventeen. A copy of the Court's Memorandum Order dated March 5, 2019 is available at https://bit.ly/2LRdOxY from Leagle.com. ESML Holdings Inc., Debtor, represented by Justin R. Alberto, Bayard, P.A., Daniel N. Brogan, Bayard, P.A., Susan Fennessey, Essar Steel Minnesota LLC & Evan T. Miller, Bayard, P.A. U.S. Trustee, U.S. Trustee, represented by Linda J. Casey , Office of United States Trustee. OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee, represented by Jeffrey R. Alexander , Kasowitz Benson Torres LLP, Andrew K. Glenn , Kasowitz Benson Torres LLP, Daniel K. Hogan , HoganMcDaniel, Emily L. Kuznick , Kasowitz Benson Torres LLP, Garvan F. McDaniel , Hogan McDaniel, Robert M. Novick , Kasowitz Benson Torres LLP, Mark P. Ressler , Kasowitz Benson Torres LLP, Adam L. Shiff , Kasowitz Benson Torres LLP, Matthew B. Stein , Kasowitz Benson Torres LLP & Stephen W. Tountas , Kasowitz Benson Torres LLP, pro hac vice. About Essar Steel Minnesota Essar Steel Minnesota LLC, now known as Mesabi Metallics Company LLC, and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. Madhu Vuppuluri, president and CEO, signed the petitions. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debt at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debt at $1 billion to $10 billion. Judge Brendan Linehan Shannon is the case judge. Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, serve as counsel to the Debtors. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee retained Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. Garvan F. McDaniel, at Hogan McDaniel, act as Delaware counsel. David MacGreevey, at Zolfo Cooper, LLC, is the Committee's financial advisor. MFL INC: Unsecured Creditors to be Paid from Disposable Income -------------------------------------------------------------- MFL, Inc. filed a small business disclosure statement describing its proposed chapter 11 plan of reorganization dated May 7, 2019. Class 2 under the plan consists of the allowed general unsecured claims. This class will be paid by the Debtor's disposable income for the first three years following the Effective Date of the plan. Such payments will be made annually on the anniversary of the 10th day following the Effective Date of the Plan, with each payment being divided among the unsecured claimants on a pro rata basis pursuant to the calculations of the Debtor's disposable income which will be provided with each such payment. Payments and distributions under the plan will be funded by the Debtor's income. The proposed plan has the following risks: The Plan assumes that the net income of the Debtor will be sufficient to continue to service the debt owed by the Debtor to its secured creditors, and also generate funds to pay a portion of the debt owed to unsecured creditors. There is the possibility that Debtor’s income will further decline rendering it unable to service its secured and unsecured debt as proposed. A copy of the Disclosure Statement dated May 7, 2019 is available at https://tinyurl.com/y3o3e6up from Pacermonitor.com at no charge. A copy of the Chapter 11 Plan is available at https://tinyurl.com/y4ecqyd3 from Pacermonitor.com at no charge. About MFL Inc. MFL Inc., aka Memory Foam Liquidators Inc., also known as AAA Custom Services, is located in Topeka, Kansas. MFL Inc. is in the foams and rubber business. MFL Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. Kan. Case No. 18-21422) on July 12, 2018. In the petition signed by Christopher D. Farmer, president, the Debtor disclosed $1.34 million in assets and $1.91 million in liabilities. Justice B. King, Esq., at Fisher Patterson Sayler & Smith, LLP, serves as counsel to the Debtor; and Paul Heinen & Associates, Inc., as its accountant. MICHAEL D. COHEN: Hires Kramon & Graham as Special Counsel ---------------------------------------------------------- Michael D. Cohen, M.D., P.A., seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Kramon & Graham, P.A., as special litigation counsel to the Debtor. Michael D. Cohen requires Kramon & Graham to provide legal services to the Debtor and Dr. and Mrs. Cohen to petition for certiorari to the Maryland Court of Appeals for review of the decision of the Court of Special Appeals, issued on April 22, 2019, which affirmed the trial court judgment in favor of appellee Dawn Richardson in the case styled Michael D. Cohen, M.D., et al. v. Richardson. Kramon & Graham will be paid at these hourly rates: Andrew Jay Graham $600 Steven M. Klepper $425 Kramon & Graham will be paid a retainer in the amount of $15,000. Kramon & Graham will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew Jay Graham, partner of Kramon & Graham, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kramon & Graham can be reached at: Andrew Jay Graham, Esq. KRAMON & GRAHAM, P.A. 1 South St., Suite 2600 Baltimore, MD 21202 Tel: (410) 752-6030 About Michael D. Cohen Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic Surgery Center of Maryland, d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Company's and the Cohens' cases are jointly administered under Case No. 16-22231. The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MILLENNIUM LAB: JP Morgan's Bid to Dismiss Trustee Suit Nixed ------------------------------------------------------------- Bankruptcy Judge Laurie Selber Silverstein denied Defendants' motion to dismiss or stay the adversary proceeding captioned MARC S. KIRSCHNER solely in his capacity as TRUSTEE of THE MILLENNIUM CORPORATE CLAIM TRUST Plaintiff, v. J.P. MORGAN CHASE BANK, N.A., CITIBANK N.A., BMO HARRIS BANK, N.A., and SUNTRUST BANK, Defendants, Adv. Pro. No. 17-51840 (LSS) (Bankr. D. Del.). On April 16, 2014, Millennium borrowed $1.775 billion from a group of mutual funds, hedge funds and institutional investors in exchange for the issuance of certain term loan notes ("2014 Transaction"). Millennium received the term loan proceeds, net of a $35.3 million fee ("Fee"), of which $19,415,000 was paid to Defendant J.P. Morgan Chase Bank, N.A., $12,355,000 was paid to Defendant Citibank N.A., $1,765,000 was paid to Defendant BMO Bank Harris N.A. and $1,765,000 was paid to Defendant SunTrust Bank. As contemplated in the loan documents, that same day the remaining term loan proceeds were used (x) to retire existing debt owed to certain lenders in the amount of $304 million, (y) to repay existing debentures in the amount of $196 million to equity holder TA Associates, and (z) to pay $1.2 billion in dividends and/or bonuses to TA Associates, ML Holdings II (the other equity holder) and Millennium's managers and officers. In his Complaint, Plaintiff Marc S. Kirschner as Trustee of the Millennium Corporate Claim Trust formed under the confirmed plan of reorganization in Millennium's bankruptcy case sues Defendants to recover the Fee. In Count I of the Complaint, Trustee alleges that the transfer of the Fee constitutes an actual fraudulent conveyance and he seeks to recover from each Defendant its share of the Fee as an initial transferee. Trustee alleges that Millennium borrowed the funds, and paid the Fee, for the express purpose of funding the Dividend to the Controlling Persons with no regard for how the loan would be repaid, and thus, with the intent to hinder, delay or defraud creditors. In Count II of the Complaint, Trustee alleges that the transfer of the Fee constitutes a constructive fraudulent conveyance. In the Motion to Dismiss, Defendants request that the Court dismiss Count I on two grounds: (i) that Plaintiff does not plead the confluence of badges of fraud and (ii) misstatements or omissions in the marketing materials for the term loan cannot form the basis for an actual fraudulent conveyance action. Defendants request that I dismiss Count II of the Complaint because Plaintiff has not sufficiently alleged lack of reasonably equivalent value for three reasons: (i) the Complaint does not contain allegations that the Fee was not market value for services provided, (ii) the use of the term loan proceeds to pay the Dividend cannot form the basis for avoidance of the Fee (i.e. Plaintiff is focusing on the wrong transaction), and (iii) Plaintiff has not otherwise pled lack of reasonably equivalent value. The Court concludes that the allegations in the Complaint are sufficiently detailed for pleading purposes. Seeking to maximize amounts paid to the Controlling Persons to improve their personal fortunes may evidence an intent to hinder, delay or defraud creditors and may show motivation to engage Defendants (and thus incur the obligation to pay the Fee) in order to obtain the term loan proceeds to award the Dividend. Further, Millennium's assessment of the litigation prospects relative to the magnitude of the 2014 Transaction may also evidence an intentional fraudulent transfer. Other allegations in the Complaint, such as the advice provided by certain of Millennium's advisors, may ultimately tend to disprove Plaintiff's case, but these statements do not directly contradict or completely negate the above allegations. The Court, therefore, will not dismiss the Complaint on this ground. Defendants alternatively ask that the Court stay the adversary proceeding in favor of the New York Action if the Motion to Dismiss is denied. Defendants argue that if the plaintiff in the New York Action succeeds on his claims there, section 546(e) (the safe harbor provision) will provide Defendants with a complete defense to this action. In other words, Defendants argue that if the term loan was found to be a security, the Fee would constitute transfers made in connection with a securities contract and thus safe from avoidance. Plaintiff counters with multiple arguments, including that the premise of Defendants' position is incorrect in that, in the New York Action, it need not be proven that the loan itself is a security, only the syndication of it; the New York Action addresses state Blue Sky laws, not what constitutes a security under federal law; and the outcome of the New York Action would not affect the Court’s analysis of section 546(e). Needless to say, Defendants contest that any part of the 2014 Transaction constituted the issuance of a security. There might be some efficiencies in staying this action (an argument Defendants did not make), but the Court will not stay it on the strength of a potential defense that may be raised if the plaintiff in the New York Action is successful. That case is also in its infancy, and it appears that both should proceed on their separate tracks. A copy of the Court's Memorandum dated Feb. 28, 2019 is available at https://bit.ly/2w6PugY from Leagle.com. MARC S KIRSCHNER, solely in his capacity as TRUSTEE of THE MILLENNIUM CORPORATE CLAIM TRUST, Plaintiff, represented by Jeffrey Coviello, WOLLMUTH MAHER & DEUTSCH LLP, Jared T. Green -- jtgreen@svglaw.com -- Seitz, Van Ogtrop & Green, P.S., R. Karl Hill -- khill@svglaw.com -- Seitz, Van Ogtrop & Green, P.A., Lyndon M. Tretter, Wollmuth Maher Deutsch & David H. Wollmuth -- dwollmuth@wmd-law.com -- Wollmuth Maher & Deutsch LLP. J.P. Morgan Chase Bank, N.A., Defendant, represented by Mark D. Collins -- collins@rlf.com -- Richards, Layton & Finger, P.A. & Jason M. Madron -- madron@rlf.com -- Richards, Layton & Finger, P.A. Citibank N.A., Defendant, represented by Lara Samet Buchwald, Davis Polk Wardwell LLP, Mark D. Collins, Richards, Layton & Finger, P.A., Benjamin S. Kaminetzky, Davis Polk & Wardwell & Jason M. Madron, Richards, Layton & Finger, P.A. BMO Harris Bank N.A., Defendant, represented by Stephen J. Astringer, Polsinelli PC, Steve M. Dollar, Norton Rose Fulbright US LLP, Kyle Schindler, Norton Rose Fulbright US LLP, David B. Schwartz, Norton Rose Fulbright US LLP & Christopher A. Ward, Polsinelli PC. SUNTRUST BANK, Defendant, pro se. SunTrust Bank, Defendant, represented by Stephen M. Miller, Morris James LLP, J. Emmett Murphy, King & Spalding LLP & John C. Toro, Esq., King & Spalding LLP. About Millennium Lab Millennium Lab Holdings II, LLC, Millennium Health, LLC and Rxante, LLC, providers of laboratory-based diagnostic testing focused on drugs of abuse and clinical medication monitoring, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284, 15-12285 and 15-12286, respectively) on Nov. 10, 2015. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of more than $1 billion. Judge Laurie Selber Silverstein has been assigned the cases. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez & Marsal as financial advisor; and Prime Clerk LLC as claims and noticing agent. Millennium Lab Holdings II, LLC, et al., announced that on Dec. 18, 2015, the effective date of their Amended Prepackaged Joint Plan of Reorganization occurred. MJW FILMS: Seeks to Extend Exclusive Filing Period to June 24 ------------------------------------------------------------- MJW Films, LLC, and J Wick Productions, LLC asked the U.S. Bankruptcy Court for the District of Arizona to extend the period during which they have the exclusive right to file a Chapter 11 plan through June 24, and to solicit acceptances for the plan through Aug. 26. The companies' current exclusive filing and solicitation periods are set to expire on May 24 and July 24, respectively. The extension, if granted by the court, would give the companies more time to finalize all necessary arrangements required related to their motion to approve compromise of claims, the disposition of their assets, and the dismissal of their Chapter 11 cases. About MJW Films and JW Films MJW Films, LLC and J Wick Productions, LLC are movie production companies based in Gilbert, Arizona. MJW Films and J Wick filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12874) on Oct. 22, 2018. In the petitions signed by John Glassgow, designated representative, the Debtors estimated $1 million to $10 million in both assets and liabilities. Patrick A. Clisham, Esq., at Engelman Berger, P.C., represents the Debtors. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Nov. 16, 2018. The committee is represented by May, Potenza, Baran & Gillespie PC. MLW LLC: Seeks More Time to File Bankruptcy Plan ------------------------------------------------ MLW, LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the period during which it has the exclusive right to file a Chapter 11 plan through Aug. 12, and to solicit acceptances for the plan through Nov. 12. The company also proposed to move the deadline for filing its plan and disclosure statement to Aug. 12. MLW said it is currently addressing potential claims against the company and the validity of liens on its real property, which it expects to be sold under its plan. About MLW LLC MLW, LLC, is a lessor of real estate in Boynton Beach, Florida. It is the fee simple owner of a real property located at 10207 100th Street, South Boynton Beach, Florida, valued by the company at $1 million. MLW, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-14567) on April 18, 2018. In the petition signed by Mark L. Woolfson, managing member, the Debtor disclosed $1.06 million in assets and $1.22 million in liabilities. Judge Erik P. Kimball presides over the case. Alan R. Crane, Esq., at Furr & Cohen, P.A., serves as the Debtor's bankruptcy counsel; and Nason, Yeager, Gerson, White & Lioce, PA, as special counsel. The Debtor employs Pavlik Realty LLC and the firm's principal Mitchell Pavlik to either sell or secure a tenant for its real property located at 10207 100th Street South, Boynton Beach, Fla. MULTICULTURAL COMMUNITY: Unsecureds to Get $1,950 Quarterly in Plan ------------------------------------------------------------------- Multicultural Community Mental Health Center, Inc., filed a disclosure statement in support of its chapter 11 plan of reorganization. Debtor operates a Mental Health Center which provides mental health counseling services to patients (adults and children). Class III consists of Allowed General Unsecured Claims. On the Effective Date, each holder of an Allowed General Unsecured Claim will receive a Pro Rata share of $1,950 per quarter for payments one (1) through 20 to be paid from the New Value payment of the Debtor pursuant to the payment schedule established in Debtor's Disclosure Statement Payment will commence upon the latter of (i) the Effective Date or, (ii) the date on which an order approving payment of such Allowed Unsecured Claim becomes a Final Order and be paid according to the following schedule. The liquidation value of the assets of the Debtor totaled $37,039.01. Debtor will not pay less than $37,039.01 to unsecured creditors over 5 years. Funds to be used to make cash payments under the Plan will derive from the following income source: (i) Income generated from retail sales of groceries, cigarettes and beer from the Farm Store. A copy of the Disclosure Statement is available at https://tinyurl.com/y64vdrow from Pacermonitor.com at no charge. About Multicultural Community Mental Health Center Inc. Multicultural Community Mental Health Center, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10207) on January 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Mindy A. Mora. The Debtor tapped Elias Leonard Dsouza, Esq., as its bankruptcy attorney. MUNCHERY INC: Sale of Miscellaneous Property Approved ----------------------------------------------------- Judge Hannah L. Blumensteil of the U.S. Bankruptcy Court for the Northern District of California authorized Munchery, Inc.'s sale of miscellaneous property free and clear of all liens. A hearing on the Motion was held on May 9, 2019 at 11:00 a.m. The Debtor will retain all sales proceeds pending further order of the Court. Any liens on the miscellaneous assets being sold will attach to the sales proceeds. If the Debtor proposes to sell any of the miscellaneous property to an insider, it will first provide notice to the counsel for the Official Committee of Unsecured Creditors and the counsel for the United States Trustee prior to the consummation of any such sale. Within 30 days of the conclusion of its sale of the miscellaneous property pursuant to the Order, the Debtor will file with the Court the declaration of James Beriker providing the following information on its asset sales: the item(s) sold, the buyer of the property, and the price paid for such property. The 14-day stay provided by Bankruptcy Rule 6004(h) is waived such that the Order approving the sale be effective immediately upon entry by the Court. About Munchery Munchery, Inc. d/b/a Munchery -- http://www.munchery.com/-- is a food delivery startup offering "fresh, local, and delicious" meals to its customers across the country. On Jan. 21, 2019, Munchery ceased business operations and all its employees were terminated. Munchery sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 19-30232) on Feb. 28, 2019. In the petition signed by James Beriker, president and CEO, Munchery estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Hannah L. Blumenstiel. Munchery tapped Finestone Hayes LLP as its bankruptcy counsel; Armanino LLP as its financial consultant; and Omni Management Group as its noticing agent. NATOMA STATION: Court Denies Approval of Disclosure Statement ------------------------------------------------------------- The Motion for Approval of the Disclosure Statement explaining Natoma Station Learning Center, LLC's Chapter 11 Plan is denied. Findings of fact and conclusions of law were stated orally on the record and good cause appearing. About Natoma Station Learning Center Natoma Station Learning Center, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-25538) on Aug. 31, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Christopher M. Klein presides over the case. NAUTILUS POWER: Moody's Affirms B1 on Sec. Debt Amid Add'l. Loan ---------------------------------------------------------------- Moody's Investors Service has affirmed the B1 rating on Nautilus Power, LLC's (Nautilus or Project or Borrower) senior secured credit facilities following the planned addition of $55 million to the term loan B. After the incremental debt, the senior secured credit facility will consist of an approximately $659 million term loan B due in 2024 and a $75 million revolving credit facility due in 2022. The rating outlook is stable. Proceeds from the incremental debt plus $20 million in cash on the balance sheet will be used to pay a one-time dividend of about $72 million to The Carlyle Group (Sponsor), the owners of Nautilus, and to pay transaction fees and expenses. Other terms of the senior secured credit facilities will remain largely the same, including the maturity dates and the cash flow sweep mechanism, which remains the greater of (a) 75% of excess cash flow and (b) the amount needed to be swept to reach a target debt balance, which will be adjusted to reflect the higher debt amount. RATINGS RATIONALE Nautilus' B1 rating reflects the cash flow and revenue stability expected over the next few years within the portfolio owing to Nautilus' reliance on capacity revenues sourced from auctions conducted within two of the most transparent and developed capacity markets in the country (PJM and ISO-NE). Capacity prices have been set in PJM through May 2022 with the next auction for the 2022/23 capacity year scheduled for August 2019. Capacity prices in ISO-NE have been set through May 2023 as the capacity auction for the 2022/23 capacity year was completed in February 2019. As a result, capacity revenues for the next three to four years have been determined through past capacity auctions, a credit positive that provides highly reliable cash flows during this period. Further, the Lakewood, Ocean Peaking and Rock Springs plants are located in the Eastern Mid-Atlantic Area Council (EMAAC), the eastern region of PJM, which has historically benefited from premium capacity prices versus the rest of PJM (the Regional Transmission Organization or RTO) due to capacity constraints in that region. Nautilus also acquired two more units in EMAAC in September 2018 (Rock Springs 1 and 2), adding 372 MWs of additional capacity in this premium region. The B1 rating further acknowledges the active involvement by the Sponsor as well as the operational oversight being provided by its affiliate, Cogentrix, who is considered a strong operator. However, the rating also acknowledges Nautilus' debt upsizing and the payment of a dividend to the Sponsor, which results in higher leverage, a credit negative, leading to greater refinancing risk for the Project at maturity. Specifically, Carlyle's equity investment will be reduced by about $72 million following the close of this transaction. The B1 rating also recognizes the potential volatility of capacity prices beyond the 2021/22 capacity year in PJM and the 2022/23 capacity year in ISO-NE, which can change based upon market and regulatory events. The Project is also subject to power price volatility given Nautilus' position as a merchant generation portfolio that derives a significant portion of its gross margin from the sale of energy at market prices. Expected Financial Performance As part of the incremental debt offering, the Sponsor developed their base case projections for energy, capacity and fuel prices, as well as their assumptions for capacity factors, based on a fundamental analysis of the PJM and ISO-NE markets performed by a third party consultant. Based on their assumptions, Nautilus' three-year average projected Project CFO/Debt is 10.53% with the tack-on debt. The three-year average debt service coverage ratio (DSCR) is 2.12x, and the three-year average Debt/EBITDA is 4.81x, all of which score in the low Ba range for these factors under Moody's Power Generation Project Methodology (the Methodology). In the Sponsor's case, approximately 47% of the term loan debt will be expected to remain outstanding at maturity in 2024. By contrast, the Moody's base case, which incorporates more conservative assumptions about capacity prices after the period of known prices, and more conservative assumptions about natural gas prices, power prices and energy margins based on forward curves for power and gas prices for EMAAC and ISO-NE, as well as higher operating and maintenance expenses, results in lower financial performance. Moody's also reduced generation at the plants in the forecast to bring the forecast more in line with historical generation levels. Under the Moody's case, Moody's project Nautilus's three-year average Project CFO/Debt ratio to be 5.75%, its DSCR to be 1.59x and its Debt/EBITDA to be 6.34x. These metrics, which cover the next three years of operation, are consistent with scores at the upper end of the B range of the Methodology for these factors. Moody's notes that the metrics in some of the outer years in the forecast are weaker than the averages owing to higher maintenance capital expenditures. Under the Moody's case, approximately 78% of the term loan debt is expected to remain outstanding at maturity leading to greater refinancing risk. Structural Considerations The lenders continue to benefit from traditional project financing features including a pledge of the assets and the Sponsor's ownership interests in the plants, a trustee administered cash flow waterfall of accounts, and a six-month debt service reserve that is provided in the form of a letter of credit issued under the $75 million revolving credit facility. The terms and conditions of the structure have not changed as part of this debt upsizing and include one financial covenant, which is the maintenance of a minimum DSCR of 1.1 times. The debt is repaid quarterly via a 1% scheduled amortization schedule. As mentioned, there is also a mandatory semi-annual cash sweep equal to the greater of 75% of excess cash after scheduled debt service and the amount necessary to meet the target debt balance, which will be adjusted to reflect the upsizing. Rating Outlook The stable outlook acknowledges the good visibility that exists for capacity revenues into the 2022/23 time frame in ISO-NE and 2021/22 in PJM and factors in the expectation that the Nautilus assets will continue to be beneficiaries of these capacity revenues in subsequent auctions. The outlook further expects the assets to continue to perform well from an operational perspective, and that the Project meets financial projection expectations incorporated in the Moody's case over the next several years. Factors that Could Lead to an Upgrade Given the potential merchant cash flow volatility, the incremental debt being incurred and the planned use of the proceeds plus balance sheet cash for a distribution to the Sponsor, the rating is not likely to be adjusted upward in the near-term. If, however, Nautilus were to consistently generate cash flow in excess of Moody's base case expectations, there could be upward pressure on the rating. For example, this would mean attaining a ratio of Project CFO/Debt above 10% on a sustained basis. Factors that Could Lead to a Downgrade The rating and/or outlook could face downward pressure if the anticipated capacity revenues and energy margins are not realized and the Project's metrics were to fall below Moody's expectations under the Moody's case on a sustained basis. In addition, given the stability and predictability of the cash flows afforded by known capacity prices in the early years of this financing, the rating and/or outlook could come under pressure if the Borrower failed to reach at least its target debt balance in the early years on a consistent basis. The rating and/or outlook could also face downward pressure if the portfolio of assets begins to experience recurring operating issues that hamper operating performance. The principal methodology used in these ratings was Power Generation Projects published in June 2018. Nautilus is a wholesale power generation and marketing company owned by The Carlyle Group. Nautilus owns a portfolio of six power generation assets totaling 2,226 MWs located in the PJM and ISO-NE power markets. In the EMAAC area of PJM, Nautilus owns an 80% interest in the 280 MW dual-fueled Lakewood Energy facility, as well as the 374 MW Ocean Peaking Power and 744 MW Rock Springs facilities, both of which are natural gas-fired peaking plants. In ISO-NE, Nautilus owns the 630 MW dual-fueled, combined-cycle Newington Energy facility. Nautilus also owns and manages a collection of oil-fired and natural gas-fired aero-derivative units, and a dual-fueled steam turbine generator, which combined represent 254 MWs of total portfolio capacity. NOBLE REY: Adds Classes of Comptroller, Pawnee Leasing Claims ------------------------------------------------------------- Noble Rey Brewing Co, LLC, filed an amended Chapter 11 Plan and accompanying disclosure statement to disclose that an auction was held to sell the assets of the Debtor. Craft Equipment, LLC, was the high bidder at the auction for a purchase price of $300,000. The new Plan also added a class of Allowed Comptroller Claims (Class 3) and a class of Allowed Secured Claim of Pawnee Leasing (Class 6). Class 3 claims are impaired and shall be satisfied as follows: the Texas Comptroller has filed a Proof of Claim asserting priority claims for Sales Tax in the amount of $148,319.35. The Comptroller asserts these amounts are due pursuant to an audit, however, the basis for the audit was mainly failure to provide the Comptroller with certain tax exempt certificates. The Debtor has objected to this Claim and has been obtaining the necessary proof for the Comptroller. The Debtor believes no funds will be owed under this Proof of Claim, however, any amounts owed will be paid from available funds after payments to the Class 1, 2 and 4 Claimants. Class 3 Claimants are impaired under this Plan. Class 6 claims are impaired and shall be satisfied as follows: On or about December 15, 2016 the Debtor entered into that certain Equipment Financing Agreement with Pinnacle Capital Partners for the purchase of a Canning line and related equipment. Prior to the filing of the bankruptcy, the Debtor sold the Pawnee Collateral. The Pawnee Claim shall be treated as a Class 7 creditor. The Class 6 Creditor is impaired under this Plan. The Debtor anticipates the sale of all its assets along with any funds in the operating account to fund the Plan. A full-text copy of the Amended Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y3aya6du from PacerMonitor.com at no charge. The Amended Disclosure Statement was filed by Eric A. Liepins, Esq., in Dallas, Texas, on behalf of the Debtor. About Noble Rey Brewing Co. Noble Rey Brewing Co., LLC, owns and operates a taproom offering homemade beers, ciders & meads, other local brews & regular live music. Noble Rey Brewing Co., LLC, filed its Voluntary Petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-34214) on Dec. 19, 2018. In the petition signed by Chris Rigoulot, managing member, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. The Debtor's counsel is Eric A. Liepins, P.C. NORTHWEST BAY: Seeks to Hire Walsh & Walsh as Special Counsel ------------------------------------------------------------- Northwest Bay Partners, Ltd, seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Walsh & Walsh, LLP, as special counsel to the Debtor. Northwest Bay requires Walsh & Walsh to assist the Debtor in its pending state court litigation matters in Warren County Supreme Court. The firm will also assist the bankruptcy counsel, McNamee Lochner P.C., with the defense of creditors' claims and prosecution of claims for damages against certain creditors and other parties in the proceedings. Walsh & Walsh will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph M. Walsh, a partner at Walsh & Walsh, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Walsh & Walsh can be reached at: Joseph M. Walsh, Esq. WALSH & WALSH, LLP 42 Long Alley Saratoga Springs, NY 12866 Tel: (518) 583-0171 About Northwest Bay Partners Northwest Bay Partners Ltd., a real estate holding company in Albany, N.Y., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 19-10615) on April 4, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert E. Littlefield Jr. The Debtor hired McNamee Lochner P.C. as its legal counsel, and Walsh & Walsh, LLP, as special counsel. NOVABAY PHARMACEUTICALS: Reports $4.18 Million Q1 Net Loss ---------------------------------------------------------- Novabay Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss and comprehensive loss of $4.18 million on $1.49 million of total net sales for the three months ended March 31, 2019, compared to a net loss and comprehensive loss of $2.15 million on $2.94 million of total net sales for the three months ended March 31, 2018. As of March 31, 2019, Novabay had $9.72 million in total assets, $8.59 million in total liabilities, and $1.12 million in total stockholders' equity. For the three months ended March 31, 2019, net cash used in operating activities was $3.2 million, compared to $0.5 million for the three months ended March 31, 2018. The increase was primarily due to the increase of net loss by $2.0 million and unfavorable changes in working capital of $1.1 million, partially offset by the impairment of right-of-use assets of $0.1 million, and the decrease of the loss on change of the warrant liability fair value by $0.3 million. For the three months ended March 31, 2019, net cash used in investing activities for the purchase of property and equipment was $14,000, compared to $2,000 for the three months ended March 31, 2018. Net cash provided by financing activities was $3.0 million for the three months ended March 31, 2019, which was mainly attributable to the net proceeds from the issuance of the Promissory Note to Pioneer Pharma (Hong Kong) Company Ltd. and issuance of the Convertible Note to Iliad Research and Trading L.P. Net cash provided by financing activities was $5.6 million for the three months ended March 31, 2018, which was mainly attributable to the net proceeds from issuance of common stock related to the share purchase agreement with OP Financial Investments Limited. As of March 31, 2019, the Company's cash and cash equivalents were $2.9 million, compared to $3.2 million as of Dec. 31, 2018. Novabay said, "Based primarily on the funds available at March 31, 2019, the Company believes these resources will be sufficient to fund its operations through the second quarter of 2019. The Company has sustained operating losses for the majority of its corporate history and expects that its 2019 expenses will exceed its 2019 revenues, as the Company continues to re-invest in its Avenova commercialization efforts. The Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company's planned operations raise substantial doubt about its ability to continue as a going concern. The Company's liquidity needs will be largely determined by the success of operations in regard to the commercialization of Avenova. The Company also may consider other plans to fund operations including: (1) out-licensing rights to certain of its products or product candidates, pursuant to which the Company would receive cash milestones or an upfront fee; (2) raising additional capital through debt and equity financings or from other sources; (3) reducing expenditures on one or more of its sales and marketing programs; and/or (4) restructuring operations to change its overhead structure. The Company may issue securities, including common stock and warrants, through private placement transactions or registered public offerings, which would require the filing of a Form S-1 or Form S-3 registration statement with the Securities and Exchange Commission (the "SEC"). In the absence of the Company's completion of one or more of such transactions, there will be substantial doubt about the Company's ability to continue as a going concern within one year after the date these financial statements are issued, and the Company will be required to scale back or terminate operations and/or seek protection under applicable bankruptcy laws." A full-text copy of the Form 10-Q is available for free at: https://is.gd/n7zFKQ About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $9.36 million in total assets, $4.40 million in total liabilities, and $4.95 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOWELL TREE: Seeks to Extend Exclusive Filing Period to June 7 -------------------------------------------------------------- Nowell Tree Farm, LLC asked the U.S. Bankruptcy Court for the District of Arizona to extend the period during which it has the exclusive right to file a Chapter 11 plan of reorganization to June 7, and to confirm the plan to Aug. 8. The company also proposed to extend the deadline for filing its reorganization plan to June 7. About Nowell Tree Farm Nowell Tree Farm, LLC, operates a nursery growing, developing and selling trees, shrubs, cactus and palms primarily on a wholesale basis to landscapers, contractors and nurseries. Nowell Tree Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-08022) on July 9, 2018. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Madeleine C. Wanslee oversees the case. Burch & Cracchiolo PA, led by Alan A. Meda, serves as the Debtor's counsel; and Steven Stein as its accountant. NSC WHOLESALE: Unsecureds to Get 20% of First $965K Proceeds ------------------------------------------------------------ NSC Wholesale Holdings, LLC, National Wholesale Liquidators of Lodi, Inc., NSC Realty Holdings LLC, NSC of West Hempstead, LLC, Top Key LLC, BP Liquor LLC and Teara LLC filed a Chapter 11 plan of liquidation and accompanying Disclosure Statement. Class 4 - General Unsecured Claims are impaired with estimated allowed claim amount $44.5 million. Except to the extent that a Holder of an Allowed Class 4 General Unsecured Claim against the Debtors agrees to a different treatment, (i) each Holder of an Allowed Class 4 Unsecured Claim other than the Prepetition Lender Deficiency Claim, shall receive a Pro Rata Share (calculated without considering the Prepetition Lender Deficiency Claim) of 20% of the first $965,000 of Distributable Proceeds, if any, that remain in the Distribution Account following payment of the Adequate Protection Payments, and (ii) thereafter, each Holder of an Allowed Class 4 Unsecured Claim (including the Prepetition Lender Deficiency Claim) shall receive a Pro Rata Share of any additional Distributable Proceeds. On or as soon as practicable after the Effective Date, and as Distributable Proceeds become available, the Liquidating Trustee shall transfer such Distributable Proceeds to the Distribution Account in accordance with the terms of the Plan. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y6ouqtwm from PacerMonitor.com at no charge. The Plan was filed by Mark Minuti, Esq., and Monique B. DiSabatino, Esq., at Saul Ewing Arnstein & Lehr LLP, in Wilmington, Delaware. About NSC Wholesale NSC Wholesale Holdings and its subsidiaries -- https://www.nwlshop.com/ -- own and operate a chain of 11 general merchandise close-out stores located in four states: Massachusetts, New Jersey, New York and Pennsylvania. The Stores, which operate under the name "National Wholesale Liquidators," are targeted to lower and lower/middle income customers in densely populated urban and suburban markets. At October 2018, the Company had 695 employees, 629 of whom are employed on a full time basis and 66 of whom are employed part time. On Oct. 24, 2018, NSC Wholesale and six of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 18-12394). In the petition signed by CEO Scott Rosen, the Debtors estimated assets and liabilities at $10 million to $50 million. Hon. Kevin J. Carey oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as bankruptcy counsel; Getzler Henrich & Associates LLC and SSG Advisors LLC as financial advisor and investment banker; and Omni Management Group Inc. as claims & noticing agent. NUSTAR ENERGY: Moody's Alters Outlook on Ba2 CFR to Stable ---------------------------------------------------------- Moody's Investors Service has affirmed the ratings of NuStar Energy L.P. and NuStar Logistics L.P., including Ba2 Corporate Family Rating, Ba2-PD Probability of Default rating, SGL-3 Speculative Grade liquidity Rating and Ba2 ratings of senior unsecured notes. Moody's assigned Ba2 ratings to NuStar Logistics's proposed senior unsecured notes due 2026. The ratings of NuStar Logistic's subordinated notes and the ratings of preferred units issued at NuStar Energy L.P. were affirmed at B1. The rating outlook is changed to stable from negative. "NuStar is taking steps to maximize self-funding of its new projects. The agreed $250 million divestment of noncore terminal facilities will help funding the company's significant capital expenditures in 2019 and should allow NuStar to maintain its recent improvement in leverage. As the company continues to invest, it will continue to depend on its $1.4 billion 2020 revolver, as well as support from the equity and debt markets, to fund its cash flow outspend and distributions in the next two years," said Elena Nadtotchi, Moody's Vice President. Assignments: Issuer: NuStar Logistics L.P. Gtd. Senior Unsecured Notes, Assigned Ba2 (LGD3) Outlook Actions: Issuer: NuStar Energy L.P. Outlook, Changed To Stable From Negative Issuer: NuStar Logistics L.P. Outlook, Changed To Stable From Negative Affirmations: Issuer: NuStar Energy L.P. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Ba2 Pref. Stock Preferred Stock, Affirmed B1 (LGD6) Issuer: NuStar Logistics L.P. Subordinate Notes, Affirmed B1 (LGD6) Senior Unsecured Notes, Affirmed Ba2 (LGD3) RATINGS RATIONALE The change of the outlook to stable recognizes the company's successful efforts to decrease its financial leverage, with growth funding to be met in part through the agreed upon divestment of noncore assets. The stable outlook reflects Moody's expectation that the company will be able to maintain its improved leverage profile with debt/EBITDA below 5x and that the company will renew its revolving credit facility under substantially similar terms and in a timely manner. NuStar's Ba2 CFR reflects the company's improving leverage with debt/ EBITDA at 4.7x at December 31, 2018 and its expectation that negative free cash flow generation, after significant growth capital spending and distributions, will keep leverage flat in 2019. With preferred instruments accounting for 21% of the capital structure, NuStar manages an additional layer of cash requirements, adding to its distributions, that contribute to its expectation of negative free cash flow in 2019 and 2020. NuStar is making significant capital spending to support growth. Most of the planned $500 - $550 million in capital investments will be directed to complete the development of the Permian Crude System and extend complementary Corpus Christi export oil terminal facilities, as well as to extend the Northern Mexico pipeline infrastructure in 2019, to benefit from growing exports of refining products to Mexico. Moody's expects that these investments, the majority backed by contracts, will add materially to EBITDA in 2020 and allow NuStar to maintain its improved leverage metrics going forward. NuStar's liquidity profile is constrained by still significant negative free cash flow generation, that it estimates at $440 million in 2019. Its SGL-3 liquidity rating anticipates that the company will continue to proactively manage its refinancing needs in 2019 and in 2020. NuStar's principal source of liquidity is its committed $1.4 billion revolving credit facility that matures in October 2020. Mody's expects the company to remain in compliance with its covenants, however, cushion could tighten for the interest coverage covenant given the inclusion of preferred distribution payments in the calculation. At year end 2018, NuStar reported $655 million available for borrowing under the facility, before the recently announced $250 million divestment. The credit facility is unsecured, but drawings are subject to a material adverse change clause. The credit facility has two financial covenants (debt/EBITDA of no greater than 5.0x starting in the first quartet 2019 and EBITDA/ Interest of at least 1.75x). NuStar reported that it was in compliance with the financial covenants at December 31, 2018. Supporting NuStar's liquidity profile is an unsecured capital structure and the corresponding flexibility to sell assets to raise cash. NuStar's next significant maturity will be $450 million 4.80% senior notes, as well as the revolver facility in 2020. The Ba2 rating may be upgraded if the company delivers on the growth potential of its Permian Crude System acquisition and lays the foundation of the financial framework which will allow it to maintain leverage sustainably below 4.5x debt/EBITDA, while pursuing further growth opportunities and maintaining sound liquidity. Deterioration in leverage, with debt/EBITDA exceeding 5.5x, and weaker liquidity may lead to the downgrade of the rating. NuStar Logistics' unsecured notes are rated Ba2, at the level of the Ba2 CFR, reflecting a debt capital structure that is comprised of almost all unsecured debt. NuStar Logistics' various unsecured bonds and its 2020 revolving credit facility are unsecured and pari passu. NuStar Logistics' subordinated notes and preferred units are rated B1, two notches below the Ba2 CFR, reflecting their respective contractual and structural subordination to NuStar Logistics' debt obligations. If the revolver were to become secured or secured debt was added to the capital structure then the senior unsecured notes would likely be downgraded. NUSTAR LOGISTICS: Fitch Rates New Sr. Unsec. Notes Due 2026 'BB' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to NuStar Logistics, L.P.'s proposed offering of senior unsecured notes due 2026. The Recovery Rating of 'RR4' reflects Fitch's expectation of an average recovery (31%-50%) in the event of a default. The notes are guaranteed by NuStar Energy L.P. and NuStar Pipeline Operating Partnership L.P. (NPOP). Logistics and NPOP are the operating partnerships of NuStar, which is a publicly traded master limited partnership. Note proceeds will be used for general partnership purposes, to fund capex and to reduce borrowings on the revolving credit facility. Logistics' rating reflect the partnership's size as well as its diverse base of pipeline, terminalling and storage assets. It also factors in the customer and geographic diversity. The Negative Outlook reflects Fitch's concerns that leverage will increase in 2019 due to NuStar's slate of growth capex projects. The partnership has a number of projects underway, and as with any project, execution risk exists as well as the potential for delays. Fitch would consider revising the Outlook to Stable if NuStar can improve its credit profile, demonstrate access to capital markets and/or enhance liquidity. NuStar's leverage in 2018 was better than Fitch previously anticipated and resulted from EBITDA growth and reduced debt. Fitch calculates that leverage defined as total debt (adjusted for equity credit) to EBITDA was 5.3x at the end of 2018 versus 6.4x at the end of 2017 with the improvement stemming in part due to asset sales. Leverage was high at the end of 2017 following the May 2017 Navigator acquisition for $1.5 billion. Spending is expected to rise in 2019, and Fitch expects it to temporarily weigh on credit metrics until projects come on line and generate cash in late 2019 and into 2020. Liquidity is currently adequate but may come under pressure as spending ramps up . Logistics is an operating subsidiary of NuStar. Senior unsecured debt is issued by Logistics and is guaranteed by NuStar and an operating subsidiary, NuStar Pipeline Operating Partnership L.P. (NPOP). There is no debt outstanding at NPOP. KEY RATING DRIVERS Leverage to Increase: At the end of 2018, leverage (total debt with equity credit to adjusted EBITDA) was 5.3x, down from 6.4x at the end of 2017. Adjusting for the sale of NuStar's European assets that were sold in November 2018, Fitch estimates that pro forma leverage was 5.5x, which was better than Fitch's prior forecast of 5.8x to 6.2x for the end of 2018. With NuStar's slate of growth projects and unattractive equity markets, Fitch expects NuStar to be reliant on asset sales and additional debt to fund growth and as a result, 2019's year-end leverage is expected to be in the range of 5.6x to 6.0x at the end of the year. NuStar announced the sale of its St. Eustatius assets for $250 million, which should enhance liquidity and also result in reduced EBITDA. The transaction is expected to close by the end of the second quarter of 2019. By the end of 2020, Fitch calculates that leverage should improve to between 5.3x and 5.7x absent any significant delays to planned growth projects and continued favorable performance of NuStar's existing operations . 2018 Highlights: During the year, NuStar merged with its general partner, which eliminated the burdensome distribution rights. In addition, the distribution was cut to $0.60/unit per quarter, result ing in approximately $190 million of retained cash. This improved the partnership's distribution coverage ratio , which was 1.4x at the end of 2018, up from 0.7x at the end of 2017. The partnership stated it wanted to have its leverage ratio (as defined by the bank agreement) in the range of 4.0x to 4.3x by the end 2019 and NuStar hit the low end of that range at the end of 2018. This target was partially achieved with the November 2018 sale of the European operations for $270 million. EBITDA Growth: Fitch calculates that 2018 adjusted EBITDA was $673 million versus $594 million in 2017. The increase was largely attributed to higher volumes in the pipeline segment which benefited from operations in the Permian. Better results in the pipeline segment more than offset weakness in the storage segment. NuStar has a number of projects to drive EBITDA growth in 2019 and beyond. It remains focused on growth in the Permian where volumes have been growing, and it expects year -end volumes to have throughput of 450,000 bpd by year-end 2019 (versus 4Q18 average volumes of 327,000 bpd). NuStar also expects EBITDA growth from its Trafigura projects and from its Northern Mexico Supply project. Funding in 2019: During 2019, NuStar estimates that strategic spending will be in the range of $500 million to $550 million, up from approximately $380 million in 2018. Fitch believes that NuStar's options for funding are limited to debt and proceeds from asset sales. The equity markets still appear unattractive for the partnership. The $1.4 billion revolver is still being used to finance the $350 million of notes that matured in April 2018, which reduces the availability to borrow on the facility. Additionally, the revolver was reduced to $1.4 billion from nearly $1.6 billion in December 2018 in accordance with the most recent fifth amendment to the bank agreement (please refer to the liquidity section for additional details on the reduced revolver). If NuStar elects to term out revolver borrowings, liquidity will modestly improve. In the near term, liquidity does appear to be adequate, and Fitch will continue to monitor NuStar's liquidity as time progresses . Significant Use of Hybrids: NuStar has a large part of its capital structure coming from the series A, B, C and D perpetual preferreds. The partnership has leaned on these securities when equity and debt markets were less attractive. These preferreds all come with high coupons, but the bank agreement excludes them from the definition of debt for purposes of its leverage calculation (Fitch assigns 50% debt credit to NuStar's preferred equity). As of year-end 2018, the face value of these securities was nearly $1.4 billion (versus the face value of debt which was $3.1 billion). These securities are as follows: $227 million series A 8.5%, $385 million series B 7.625%, and $173 million series C 9.0%. In addition, there are $590 million of series D perpetual preferreds that were privately placed with EIG in June and July 2018 , and the coupon is currently 9.75% . In addition, NuStar has $403 million of junior subordinated debt that receives 50% equity credit per Fitch's criteria. These are fixed-to-floating notes that were fixed at 7.625% until January 2018 when they became floating rate notes. At the end of 2018, the interest on these was 9.2%. DERIVATION SUMMARY The 'BB' rating reflects NuStar's size and scale and elevated leverage. The company currently has a higher leverage profile than its investment-grade peers that operate in the crude oil, refined products pipelines and storage terminal segments, such as Buckeye Partners LP (BPL; BBB-/Rating Watch Negative) and Plains All American LP (PAA; BBB-/Stable). Fitch forecasts NuStar's leverage defined as (total debt to adjusted EBITDA with debt adjusted for equity credit) to be 5.6x-6.0x by year-end 2019. This is significantly higher than Fitch's 2019 leverage forecast for PAA. There is no longer a clear picture about Buckeye since it has agreed to be acquired and go private. Regardless, NuStar is smaller and somewhat less diverse than these two peers, which have the advantage of size and scale that provides operational and geographic diversification as well as an advantage in accessing the capital markets. NuStar's leverage is higher than similarly rated 'BB' midstream energy issuers like Sunoco, LP and AmeriGas Partners, LP. Fitch expects Sunoco to have 2019 year-end leverage in the 4.5x to 5.0x range and AmeriGas Partners, LP to have leverage around 4.5x as of its fiscal yearend (Sept. 30, 2019). NuStar, however, generates more stable operating cash flow and exhibits lower leverage compared to NGL Energy Partners LP (B/Stable), which also has operations in the refined products segment. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenues grow in 2019 largely due to continued growth in the pipeline segment while the storage market remains unconstructive; revenue growth ramps up significantly in 2020 as new projects come online and generate increased cash flows; - EBITDA margins are held at 32.5% in the forecast period, which is close to the four -year historical average of 32.3%; - Debt increases in 2019 to fund significant increases in dividends for the perpetual preferreds and increases in strategic spending; - Distributions for common units remain flat in 2019 and 2020; - No equity is raised in 2019 or 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Fitch may revise the Outlook to Stable if NuStar can enhance its liquidity position and/or demonstrate access to capital markets. - Fitch may take positive rating action if leverage defined as total debt/adjusted EBITDA (and debt adjusted for equity credit) falls below 5.0x for a sustained period of time provided that NuStar has adequate cushion on its financial covenants. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Inability to meet funding needs which could come from a lack of access to capital markets, inability to complete asset sales, or restricted liquidity; - If Fitch calculates or projects that leverage (total debt/ adjusted EBITDA with debt adjusted for equity credit) at year-end 2020 is beyond 5.8x; - Failure to reduce growth capex if availability to fund growth is restricted or too heavily dependent on debt; - Significant increases in capital spending beyond Fitch's expectations that have negative consequences for the credit profile. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate in the Near Term: As of March 31, 2019, NuStar had total liquidity of $491 million which includes $475 million undrawn on its revolver that extends until 2020 (after accounting for $4 million of letters of credit). Cash on the balance sheet was $16 million. In addition, NuStar has nearly $30 million available on a $35 million uncommitted line of credit that is not included in the total liquidity calculation. In connection with the bank agreement's 5th amendment effective June 29, 2018, the revolving credit facility was reduced to $1.575 billion from $1.75 billion. The same amendment also cut the facility size effective Dec. 28, 2018 to $1.4 billion. During the two commitment reductions, each lenders commitment was lowered on a pro rata basis. This most recent amendment also introduced a minimum interest rate coverage ratio of 1.75x beginning on June 30, 2018. As of March 31, 2019, the interest coverage ratio was 2.3x. NuStar's ability to draw on the revolver is also restricted by a leverage covenant as defined by the bank agreement, which does not allow leverage to be greater than 5.0x for covenant compliance or 5.5x for two consecutive quarters following a qualifying acquisition. As of March 31, 2019, bank defined leverage was 4.1x, almost at similar levels seen at the end of 2018. The covenant calculation allows for the exclusion of its junior subordinated notes ($402.5 million), debt proceeds held in escrow for the future funding of construction ($43 million) and preferred equity (series A, B, C, and D totaling nearly $1.4 billion), and allows for the inclusion of pro forma EBITDA for material projects and acquisitions , which should provide some cushion to covenant calculations. Fitch expects NuStar to remain covenant compliant, however, Fitch expects that the interest coverage ratio covenant may not have increased cushion until NuStar has EBITDA growth. NuStar calculates that its consolidated debt is $3.3 billion as of March 31, 2019 and of that, $1.5 billion is fixed rate. The remaining $1.8 billion is floating rate (largely based on LIBOR) with only $250 million hedged with interest rate swaps. Furthermore, the partnership's $402.5 million floating rate notes changed from a fixed rate of 7.65% to a floating rate effective January 2018. The interest rate on those notes was 9.2% at the end of 2018. Again, Fitch expects NuStar to remain covenant compliant, but these points illustrate that interest expense is expected to increase. In June 2015, NuStar established a $125 million receivable financing agreement that can be upsized to $200 million. The borrowers are NuStar Energy LLC and NuStar Finance LLC, a special purpose entity and wholly owned subsidiary of NuStar. As of March 31, 2019, it had $52 million of borrowings outstanding under the agreement. On Sept. 20, 2017, NuStar amended the securitization program and added certain NuStar Energy wholly owned subsidiaries resulting from the Navigator acquisition. On April 29, 2019, the securitization program's scheduled termination date was extended from Sept. 20, 2020 to Sept. 20, 2021. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch gives 50% equity credit to NuStar's junior subordinated notes due 2043 ($402.5 million face value) and 50% debt credit to NuStar's four series of perpetual preferred equity securities ($1,374 million). Fitch excludes cash raised from Gulf Opportunity bonds held in escrow for the use future use of capex ($43 million) from its calculation of debt. OAK RIVER ASSET: Seeks to Hire Grobstein Teeple as Accountant ------------------------------------------------------------- Oak River Asset Management LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple LLP, as accountant to the Debtor. Oak River Asset requires Grobstein Teeple to assist the Debtor in the preparation of tax returns, and provide the Debtor with tax advice on an as need basis. Grobstein Teeple will be paid at these hourly rates: Partners/Principals $305 to $485 Managers/Directors $325 to $375 Senior Accountants $85 to $210 Paraprofessionals $125 Grobstein Teeple will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard B. Grobstein, partner of Grobstein Teeple LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Grobstein Teeple can be reached at: Howard B. Grobstein, Esq. GROBSTEIN TEEPLE LLP 6300 Canoga Ave. Suite 1500 Woodland Hills, CA 91367 Tel: (818) 532-1020 About Oak River Asset Management Oak River Asset Management LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-19233) on July 12, 2016. In the petition signed by Lawrence Perkins, authorized agent, the Debtor estimated its assets at $10 million to $50 million and debt at $500,000 to $1 million. The case is assigned to Judge Deborah J. Saltzman. The Debtor tapped Leech Tishman Fuscaldo & Lampl, LLP, as its general Chapter 11 reorganization counsel, instead of and in place of its prior counsel, Levene, Neale, Bender, Yoo & Brill LLP, effective as of Oct. 1, 2016. OAKLAND PHYSICIANS: 2 Counts Withdrawn in Trustee Suit vs Singhal ----------------------------------------------------------------- In the case captioned In Re Oakland Physicians Medical Center, LLC, Plaintiffs, v. Yatinder Singhal, Defendant, Case No. 18-12147 (E.D. Mich.), District Judge Avern Cohn vacated the bankruptcy court's summary judgment order and granted Singhal's motion to withdraw Counts IV and V of Trustee Basil Simon's complaint against him. Plaintiff, Basil Simon, as trustee of the Oakland Physician Medical Center, LLC Liquidation Trust sued Singhal in an adversarial bankruptcy action that relates to claims filed against the bankruptcy estate The second amended complaint has seven counts: - Count I: Re-characterization of Any Advances by Defendant - Count II: Fraudulent Transfers - Count III: Avoidance of Fraudulent Transfers - Count IV: Breach of Statutory Duty - Count V: Conversion - Count VI: Equitable Subordination - Count VII: Claim Disallowance Singhal made a jury demand and did not consent to bankruptcy court jurisdiction. On July 10, 2018, Singhal filed a motion to withdraw Counts IV and V. The Court denied the motion without prejudice because the case would benefit from further proceedings in the bankruptcy court. The bankruptcy court heard Singhal's jurisdictional objections and rendered a final order on Counts IV and V. Singhal has now renewed his motion to withdraw Counts IV and V and seeks reversal of the bankruptcy court decision. The Court holds that Singhal has the right to withdraw Counts IV and V because they are "non-core" proceedings that entitle him to an Article III court determination. However, the Court has the authority to direct the bankruptcy court to "recast its judgment as to [the] claims as proposed findings of fact and conclusions of law, which the district court shall review de novo." Thus, the order of partial summary judgment is vacated as it relates o Count IV and Count V. A copy of the Court's Memorandum and Order dated Feb. 26, 2019 is available at https://bit.ly/2HnDYCZ from Leagle.com. Yatinder M. Singhal, Appellant, represented by Sheldon S. Toll, Sheldon S. Toll Assoc. Basil T. Simon, Appellee, represented by Lawrence J. Acker, Lawrence J. Acker, P.C. & Stephen P. Stella, Simon, Stella & Zingas, P.C. About Oakland Physicians Oakland Physicians Medical Center, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 15-51011) on July 22, 2015, estimating assets between $1 million and $10 million and liabilities between $10 million and $50 million. The petition was signed by Yatinder M. Singhal, M.D., member/chairman of the Board. The physician-owned 47-bed hospital Oakland Physicians Medical Center, LLC, is head at Law Offices of Marc Voisenat. OUTLOOK THERAPEUTICS: Posts $11.3 Million Net Loss in 2nd Quarter ----------------------------------------------------------------- Outlook Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $11.28 million on $641,140 of collaboration revenues for the three months ended March 31, 2019, compared to a net loss attributable to common stockholders of $8.55 million on $771,890 of collaboration revenues for the three months ended March 31, 2018. For the six months ended March 31, 2019, the Company reported a net loss attributable to common stockholders of $21.18 million on $1.70 million of collaboration revenues compared to a net loss attributable to common stockholders of $26.28 million on $1.54 million of collaboration revenues for the six months ended March 31, 2018. As of March 31, 2019, Outlook Therapeutics had $17.17 million in total assets, $40.21 million in total liabilities, $5.03 million in total convertible preferred stock, and a total stockholders' deficit of $28.08 million. At March 31, 2019, the Company had cash of $0.2 million, compared to $1.7 million at Sept. 30, 2018. In April, the Company completed a public offering of common stock and warrants for net proceeds of approximately $26.2 million, after payment of fees, expenses and underwriting discounts and commissions. The Company will use the net proceeds from the offering to fund the Phase 3 clinical trials of ONS-5010 for wet AMD, DME and BRVO; and the remainder for general corporate purposes, funding its working capital needs, and scheduled repayments of $5.0 million outstanding principal and accrued interest on its 5% senior secured notes as required by the terms of a November 2018 amendment. Recent Highlights: * FDA acceptance and activation of the IND application for ONS-5010 * Initiated the ONS-5010-002 Phase 3 clinical trial * Completed a $28.4 million public offering of common stock and warrants * Appointed Dr. Jennifer Kissner as SVP of clinical development "We are pleased with the progress being made in both of our Phase 3 clinical trials for ONS-5010 thus far in 2019, which includes the FDA's acceptance of our IND for ONS-5010 and the initiation of our second Phase 3 trial. The two studies remain on track with our plan to submit ONS-5010 for regulatory approval in multiple markets in 2020," said Lawrence A. Kenyon, president, chief executive officer and chief financial officer. "The financing we secured in the equity offering announced in April has provided us with the capital needed to complete enrollment in our two Phase 3 clinical trials. This was an important step in our strategy and to maintain the positive momentum behind our clinical development program for ONS-5010." A full-text copy of the Form 10-Q is available for free at: https://is.gd/FdqYG6 About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a clinical-stage biopharmaceutical company focused on developing its lead clinical program, ONS-5010, a proprietary ophthalmic bevacizumab product candidate for the treatment of wet age related macular degeneration (wet AMD). ONS-5010 is currently in its first clinical trial, which is being conducted outside of the U.S. and is designed to serve as the first of two adequate and well controlled studies for wet AMD. Outlook Therapeutics reported a net loss attributable to common stockholders of $48.01 million for the year ended Sept. 30, 2018, compared to a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017. As of Dec. 31, 2018, the Company had $18.70 million in total assets, $40.17 million in total liabilities, $4.88 million in total convertible preferred stock, and a total stockholders' deficit of $26.35 million. KPMG LLP's report on the consolidated financial statements for the year ended Sept. 30, 2018, includes an explanatory paragraph stating that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $216.3 million, $13.5 million of senior secured notes that may become due in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0 million of which is due on demand, and $3.6 million of which matures Dec. 22, 2018, that raise substantial doubt about its ability to continue as a going concern. PARDUE HOLDINGS: June 11 Plan Confirmation Hearing -------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Pardue Holdings, LLC, is conditionally approved. The hearing on confirmation of the Plan and approval of the Disclosure Statement will be held at 9:00 a.m. on June 11, 2019, at the U.S. Bankruptcy Court for the Middle District of Tennessee, Courtroom Three, Second Floor, Customs House, 701 Broadway, Nashville, Tennessee 37203. June 7, 2019, is fixed as the last day for filing and serving written objections to the Disclosure Statement. June 7, 2019, is fixed as the last day for filing and serving written objections to confirmation of the Plan. June 7, 2019, is fixed as the last day for filing written acceptances or rejections of the Plan. About Pardue Holdings Pardue Holdings LLC, which conducts business under the name Pardue Distributing -- http://www.parduedistributing.com/-- is a family-owned company that offers janitorial, paper, restaurant and hotel supplies, linens, apparel and more. It is headquartered in Nashville, Tennessee. Pardue Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-04887) on July 24, 2018. In the petition signed by Dennis L. Pardue, managing member, the Debtor disclosed $251,934 in assets and $1,180,713 in liabilities. Judge Randal S. Mashburn presides over the case. The Debtor tapped Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz & Lefkovitz as its legal counsel. PARDUE HOLDINGS: Unsecureds to be Paid $1K Monthly Over 5 Years --------------------------------------------------------------- Pardue Holdings LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a disclosure statement explaining its chapter 11 plan of reorganization. Class 4 under the plan consists of the general unsecured creditors. This class will be paid $1,000 monthly with no interest on a pro rata basis over five years. The Plan will be funded by the following: Income from the continued operation of the tire sales and auto repair business. The proposed Plan has the following risks: The Plan, due to its nature of being funded over time, maintains a possibility of default if Debtor is unable to realize its current financial projections or somehow finds itself unable to maintain the same level of monthly income. A copy of the Disclosure Statement is available at https://tinyurl.com/y3d3a7y4 from Pacermonitor.com at no charge. About Pardue Holdings Pardue Holdings LLC, which conducts business under the name Pardue Distributing -- http://www.parduedistributing.com/-- is a family-owned company that offers janitorial, paper, restaurant and hotel supplies, linens, apparel and more. It is headquartered in Nashville, Tennessee. Pardue Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-04887) on July 24, 2018. In the petition signed by Dennis L. Pardue, managing member, the Debtor disclosed $251,934 in assets and $1,180,713 in liabilities. Judge Randal S. Mashburn presides over the case. The Debtor tapped Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz & Lefkovitz as its legal counsel. PG&E CORP: Calif. Governor Pushes to Limit Exclusivity Extension ---------------------------------------------------------------- California Governor Gavin Newsom filed documents asking the Bankruptcy Court to grant PG&E Corporation and Pacific Gas and Electric Company only a limited extension of their exclusive periods to propose a Chapter 11 plan, with the extension not exceeding 75 days. "A debtor's exclusive right to file a plan of reorganization is not unfettered; instead, it is a privilege and an extension is warranted only when the delay, after taking into account all of the divergent interests involved, facilitates timely progress towards a fair and equitable resolution of the chapter 11 case. PG&E Corporation and Pacific Gas and Electric Company have not earned the privilege of the six-month extension requested in the Exclusivity Motion," Jacob T. Beiswenger, Esq., at O'Melveny & Myers LLP, counsel to the Governor, says in court filings. According to Governor Newsom, the State is working expeditiously to fulfill its role by working to enact revisions to the legal and regulatory framework applicable to electric utilities dealing with catastrophic wildfires by this summer. Additionally, the California Public Utilities Commission continues to address the numerous important issues related to PG&E that are pending before it. The Debtors in early May 2019 filed a motion asking the Court for an extension of the exclusive filing period to and including Nov. 29, 2019, and the exclusive solicitation period to and including Jan. 28, 2020, without prejudice to the Debtors' right to seek additional extensions of such periods. "PG&E's six-month request for extension of the Exclusive Periods reflects no sense of urgency in addressing the serious problems and issues confronting it. The requested six-month extension is of particular concern because it encompasses the entirety of the 2019 wildfire season, thereby exposing PG&E to the risk of unquantifiable post-petition claims arising from 2019 wildfires," Mr. Beiswenger tells the Court. Governor Newsom's attorneys: JACOB T. BEISWENGER, Esq. O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, CA 90071-2899 Telephone: (213) 430-6000 Facsimile: (213) 430-6407 E-mail: jbeiswenger@omm.com - and - PETER FRIEDMAN, Esq. O'MELVENY & MYERS LLP 1625 Eye Street, NW Washington, DC 20006 Telephone: (202) 383-5300 Facsimile: (202) 383-5414 E-mail: pfriedman@omm.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORP: Jones Day Represents Shareholders -------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Jones Day submitted a verified statement with respect to certain beneficial holders or investment advisers or managers for certain beneficial holders of (a) common stock in PG&E Corporation and (b) preferred stock in Pacific Gas and Electric Company. In January 2019, certain PG&E Shareholders retained Jones Day to advise them in connection with the Debtors' chapter 11 cases. Other PG&E Shareholders subsequently retained Jones Day for the same purpose. As of May 17, 2019, the Jones Day-represented PG&E shareholders that hold, or manage or advise funds and/or accounts that hold, disclosable economic interests in relation to the Debtors are: 1. 683 Capital Partners, LP 3 Columbus Circle, Suite 2205 New York, NY 10019 * PG&E Common Shares: 2,228,100 * Short Call Options: 200,000 * Short Put Options: 700,000 2. Abrams Capital Management, LP 222 Berkeley Street, 21st Floor Boston, MA 02116 * PG&E Common Shares: 25,000,000 * Subrogation Claims: $72,302,208 3. Anchorage Capital Group, L.L.C. 610 Broadway, 6th Floor New York, NY 10012 * PG&E Common Shares: 23,000,000 * Utility Bonds: $384,997,000 * DIP Loan Obligations: $20,000,000 4. Caspian Capital LP 10 East 53rd Street, 35th Floor New York, NY 10022 * PG&E Common Shares: 3,056,375 * Utility Preferred Shares: 136,646 * Utility Bonds: $53,138,000 * DIP Loan Obligations: $10,000,000 * PG&E Revolver: $1,464,886 * PG&E Term Loan: $13,535,114 5. Centerbridge Partners, L.P. 375 Park Avenue, 11th Floor New York, NY 10152 * PG&E Common Shares: 6,749,417 * Call Options (sold): 400,000 * Utility Preferred Shares: 80,884 * Utility Revolver: $5,000,000 * Utility Bonds: $352,763,000 * Subrogation Claims: $33,170,893 6. First Pacific Advisors, LP 11601 Wilshire Blvd #1200 Los Angeles, CA 90025 * PG&E Common Shares: 4,702,923 7. Glendon Capital Management L.P. 1620 26th Street, Suite 2000N Santa Monica, CA 90404 * PG&E Common Shares: 4,700 * Utility Preferred Shares: 24,406 * Utility Bonds: $8,000,000 8. Governors Lane LP 510 Madison Avenue New York, NY 10022 * PG&E Common Shares: 547,195 * Utility Bonds: $112,291,000 9. HBK Master Fund L.P. c/o HBK Services LLC 2300 North Field Street, Suite 2200 Dallas, TX 75201 * PG&E Common Shares: 1,315,000 * Utility Bonds: $68,924,000 * DIP Loan Obligations: $125,000,000 * Utility Revolver: $31,072,853 * Utility L/C Reimbursement: $20,691,780 10. Knighthead Capital Management, LLC 1140 Avenue of the Americas, 12th Fl New York, NY 10036 * PG&E Common Shares: 10,432,022 * Call Options: 1,709,100 * Utility Bonds: $51,760,000 11. Latigo Partners, LP 450 Park Avenue, 12th Floor New York, NY 10022 * PG&E Common Shares: 1,560,000 * Utility Bonds: $27,000,000 12. MFN Partners, LP 222 Berkeley Street, 13th Floor Boston, MA 02116 * PG&E Common Shares: 2,000,000 * Utility Bonds: $50,250,000 * Subrogation Claims: $135,566,608 13. Newtyn Management, LLC 405 Park Avenue, Suite 1104 New York, NY 10022 * PG&E Common Shares: 5,816,077 * Call Options: 200,000 14. Nut Tree Master Fund, LP Two Penn Plaza, 24th Floor New York, NY 10121 * PG&E Common Shares: 1,750,000 15. Owl Creek Asset Management, L.P. 640 Fifth Avenue, 20th Floor New York, NY 10019 * PG&E Common Shares: 3,979,786 * Subrogation Claims: $11,043,113 * Vendor Trade Claim: $1,048,156 16. Pentwater Capital Management LP 614 Davis Street Evanston, IL 60201 * PG&E Common Shares: 4,990,000 * Utility Bonds: $6,839,000 * Net Exposure Equity Derivatives: (3,900,000) 17. Redwood Capital Management LLC 910 Sylvan Ave Englewood Cliffs, NJ 07632 * PG&E Common Shares: 14,093,695 * Utility Bonds: $110,401,000 18. Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 * PG&E Common Shares: 12,902,000 * Utility Bonds: $305,358,491 * PG&E Revolver and Term Loans: $79,200,000 19. Steadfast Capital Management LP 450 Park Avenue, 20th Floor New York, NY 10022 * PG&E Common Shares: 10,250,509 20. Stonehill Capital Management LLC 885 Third Ave., 30th Floor New York, NY 10022 * PG&E Common Shares: 5,916,598 * Utility Preferred Shares: 796,633 * Utility Bonds: $28,464,000 21. Warlander Asset Management, LP 250 West 55th Street, 33rd Floor New York, NY 10019 * PG&E Common Shares: 492,776 * Call Options: 6,081,600 22. York Capital Management Global Advisors, LLC 767 5th Avenue, 17th Floor New York, NY 10153 * PG&E Common Shares: 4,627,465 * Utility Bonds: $245,330,000 Attorneys for PG&E Shareholders: Bruce S. Bennett, Esq. Joshua M. Mester, Esq. James O. Johnston, Esq. JONES DAY 555 South Flower Street, Fiftieth Floor Los Angeles, CA 90071.2300 Telephone: +1.213.489.3939 Facsimile: +1.213.243.2539 E-mail: bbennett@jonesday.com jmester@jonesday.com jjohnston@jonesday.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORPORATION: Seeks More Time to File Bankruptcy Plan --------------------------------------------------------- PG&E Corporation and Pacific Gas and Electric Company asked the U.S. Bankruptcy Court for the Northern District of California to extend the period during which they have the exclusive right to file a Chapter 11 plan through Nov. 29, and to solicit acceptances for the plan through Jan. 28, 2020. The companies' current exclusive filing and solicitation periods are set to expire on May 29 and July 29, respectively. "The relief requested will allow the debtors to continue to focus on preserving and enhancing going concern value and implementing a financial and operational restructuring that will result in a competitive and sustainable cost and capital structure and achieve the other objectives of these Chapter 11 cases," said the companies' attorney, Jane Kim, Esq., at Keller & Benvenutti, LLP. During the initial stages of their bankruptcy cases, the companies focused their attention on how to minimize disruptions to their services as they transitioned into Chapter 11 and how to maintain relationship with their business partners, the Governor's Office and other key stakeholders. As a result of these efforts, the companies have avoided any threat to their ability to provide services to their customers. The Governor's Office and its task force, however, are still reviewing legislative alternatives that likely will be critical to the companies' emergence from bankruptcy. If a consensual resolution of the companies' wildfire liability cannot be achieved, formal proceedings in the bankruptcy court will be required to quantify that liability before any plan negotiation can take place, according to court filings. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PRECIPIO INC: Reports $1.65 Million Net Loss for First Quarter -------------------------------------------------------------- Precipio, Inc., filed with the U.S. Securities and Exchange Commission on May 16, 2019, its quarterly report on Form 10-Q reporting a net loss available to common stockholders of $1.65 million on $713,000 of net sales for the three months ended March 31, 2019, compared to a net loss of $2.43 million on $712,000 of net sales for the three months ended March 31, 2018. As of March 31, 2019, the Company had $21.63 million in total assets, $11.80 million in total liabilities, and $9.83 million in total stockholders' equity. The cash flows used in operating activities of approximately $1.9 million during the three months ended March 31, 2019 included a net loss of $1.6 million, an increase in accounts receivable of $0.3 million and a decrease in accounts payable of $0.4 million. Cash flows used in investing activities were $3,000 and $5,000 for the three months ended March 31, 2019 and 2018, respectively, resulting from purchases of property and equipment. Cash flows provided by financing activities totaled $1.8 million for the three months ended March 31, 2019, which included proceeds of $1.7 million from the issuance of common stock and $0.3 million from the issuance of convertible notes. The Company has incurred substantial operating losses and has used cash in its operating activities for the past several years. Precipio said, "The Company's ability to continue as a going concern over the next twelve months from the date of issuance of these condensed consolidated financial statements in the Quarterly Report on Form 10-Q is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due." A full-text copy of the Form 10-Q is available for free at: https://is.gd/Pxp8Q3 About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $21.60 million in total assets, $15.48 million in total liabilities, and $6.12 million in total stockholders' equity. The Audit Opinion included in the Company's annual report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 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. PRESSURE BIOSCIENCES: Posts $3.47 Million Net Loss in 1st Quarter ----------------------------------------------------------------- Pressure Biosciences, Inc. filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss attributable to common shareholders of $3.47 million on $510,240 of total revenue for the three months ended March 31, 2019, compared to a net loss of $2.23 million on $610,774 of total revenue for the three months ended March 31, 2018. As of March 31, 2019, Pressure Biosciences had $2.51 million in total assets, $9.28 million in total liabilities, and a total stockholders' deficit of $6.77 million. Pressure Biosciences said, "We have experienced negative cash flows from operations with respect to our pressure cycling technology business since our inception. As of March 31, 2019, we did not have adequate working capital resources to satisfy our current liabilities and as a result, we have substantial doubt regarding our ability to continue as a going concern. We have been successful in raising cash through debt and equity offerings in the past and ... we received $1.5 million in net proceeds from loans in the first three months of 2019. We have efforts in place to continue to raise cash through debt and equity offerings. "We will need substantial additional capital to fund our operations in future periods. If we are unable to obtain financing on acceptable terms, or at all, we will likely be required to cease our operations, pursue a plan to sell our operating assets, or otherwise modify our business strategy, which could materially harm our future business prospects." Net cash used in operations for the three months ended March 31, 2019 was $1.618 million as compared to $1.278 million for the three months ended March 31, 2018. Net cash used in investing activities for the three months ended March 31, 2019 was $12,615 while there was none in the prior period. Net cash provided by financing activities for the three months ended March 31, 2019 was $1.797 million as compared to $1.278 million for the same period in the prior year. The cash from financing activities in the period ended March 31, 2019 included $1.260 million net proceeds from the sale of preferred stock, $1.490 million from convertible debt, net of fees and less payment on convertible debt of $1.041 million. The Company also received $644,000 from non-convertible debt, net of fees, less payment on non-convertible debt of $557,048. The prior period included $460,000 from the Company's Revolving Note and $819,350 from convertible debt, net of fees and less payment on convertible debt of $102,500. The Company also received $348,600 from non-convertible debt, net of fees, less payment on non-convertible debt of $247,809. A full-text copy of the Form 10-Q is available for free at: https://is.gd/G8RzPn About Pressure Biosciences South Easton, Massachusetts-based Pressure BioSciences -- http://www.pressurebiosciences.com/-- is engaged in the development and sale of innovative, broadly enabling, pressure-based solutions for the worldwide life sciences industry. The Company's products are based on the unique properties of both constant (i.e., static) and alternating (i.e., pressure cycling technology) hydrostatic pressure. PCT is a patented enabling technology platform that uses alternating cycles of hydrostatic pressure between ambient and ultra-high levels to safely and reproducibly control bio-molecular interactions. Pressure Biosciences reported a net loss attributable to common shareholders of $23.47 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $10.71 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had $2.39 million in total assets, $8.52 million in total liabilities, and a total stockholders' deficit of $6.12 million. MaloneBailey, LLP, in Houston, Texas, 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, citing that the Company has a working capital deficit, has incurred recurring net losses and negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PUMAS CAB: NY DOTF to Get Lump Sum Payment in 3rd Amended Plan -------------------------------------------------------------- Pumas Cab Corp. files a Third Amended Revised Plan and accompanying Disclosure Statement proposing to pay unsecured creditors a one lump sum payment on the effective date of the Plan. The secured claim of the Melrose Credit Union, in the amount of $1,313,838, is impaired and the Debtor proposes to surrender the collateral, whereas the deficiency amount will be offset by the surrender and the subsequent sale of the taxi medallions. Melrose's deficiency totaling approximately $913,838 is an unsecured claim. The parties have reached a Settlement Agreement whereby, upon surrender of the medallions, the Debtor will pay a distribution of 28.7% or $262,500 in a lump sum payment, within 30 days of the entry of an order approving the settlement agreement, in full settlement of the remaining deficiency. The Debtors also propose to pay to New York State Department of Taxation & Finance for the unsecured non-priority portion of its claim a distribution of 28.7% or $352.24 in one lump sum payment on the Effective date of the Plan. The unsecured priority portion of NY DOTF's claim in the amount of $4,175, comprising base taxes will be paid in full in one lump sum payment on the effective date of the Plan. The Plan will be financed from contributions from the personal funds of each of the two loan guarantors. The Debtor provided to Melrose Credit Union detailed individual financial statements for each guarantor of the loan. A full-text copy of the Third Amended Revised Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/yxvv2rqk from PacerMonitor.com at no charge. About Pumas Cab Corp. Pumas Cab Corp. is a small business debtor as defined in 11 U.S.C. Section 101(51D) under the taxi and limousine service industry. It is an affiliate of Quizphi Cab Corp., which sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-44085) on Aug. 7, 2017. Pumas Cab Corp., based in Astoria, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44151) on Aug. 10, 2017. In the petition signed by Nelly Lucero, secretary, the Debtor disclosed $12,415 in assets and $2.64 million in liabilities. The Hon. Carla E. Craig presides over the Pumas Cab case. QMAX SOLUTIONS: S&P Assigns Prelim 'B-' ICR on Acquisitive Growth ----------------------------------------------------------------- S&P Global Ratings assigned preliminary 'B-' issuer credit ratings to Q'Max Solutions Inc. and QMax Financial Holdings Inc. QMax, wholly owned subsidiary of Q'Max, has commenced an offering for $225 million of senior secured notes due 2024, with Palladium Equity Partners contributing $20 million of sponsor equity. QMax, which S&P expects to enter into a $150 million secured asset based lending facility (ABL) concurrent with the close of the senior notes, will use proceeds from the senior notes, sponsor equity, and ABL to refinance existing debt and help fund the acquisition growth. Meanwhile, S&P assigned a preliminary 'B-' issue level rating and preliminary '3' recovery rating to the company's proposed $225 million senior secured notes. The 'B-' preliminary issuer credit rating on Q'Max reflects the company's small scale and scope of operations, limited product diversity, and exposure to the highly cyclical oilfield services sector. This is partly offset by the company's good geographic footprint, including exposure to large international oil companies that often provide a measure of stability compared to the highly volatile North American market, on-shore and off-shore capabilities, and a diversified customer base. S&P expects that international drilling activity will continue to improve in 2019, helping to offset uncertain U.S. markets, as the domestic exploration and production (E&P) sector maintains capital discipline despite rising crude oil prices. As a result, S&P's base case anticipates debt leverage will improve to around 5x–6x over the next 12 months as QMax continues to gain business from international markets. Finally, given weak U.S. market conditions (affecting over 70% of 2018 revenues) and improving but still challenging capital markets, the preliminary rating reflects the potential that S&P could reevaluate the ratings if QMax fails to close on the ABL as expected or has to alter the terms of the senior note issuance. The stable outlook reflects S&P's expectation that Q'Max will maintain average debt to EBITDA of 5x–6x over the next 12 months. The rating agency expects operating and financial performance to be supported by growing offshore and international demand for its products. The outlook also reflects S&P's expectation that Q'Max will maintain adequate liquidity as it funds growth and successfully integrates their acquisition." "We could lower ratings if liquidity significantly weakened with no near-term remedy, or we view debt leverage as unsustainable approaching 7x. Either could occur if crude oil prices fall triggering a pullback in E&P drilling activity, reducing demand for fluids and leading to increased pricing pressures and deteriorating margins and cash flows," S&P said. "We could raise ratings if Q'Max increases its scale of operations or diversity of product offerings in line with 'B' rated peers. This would most likely occur through continued acquisitions that both consolidate market competitors and diversify its operations by product and geography," S&P said. At the same time, the rating agency would expect Q'Max to maintain funds from operations (FFO) to debt comfortably above 12% with adequate liquidity to support business operations. QUARRY SERVICES: Hires Barnett & Stegall as Accountant ------------------------------------------------------ Quarry Services, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Barnett & Stegall, LLC, as accountant to the Debtors. Quarry Services requires Barnett & Stegall to: -- file property tax returns, tax returns of Charles Selman and Margaret Selman; -- file payroll reports for Debtor Quarry Services, LLC. Barnett & Stegall will be paid at the hourly rate of $185. Barnett & Stegall will also be reimbursed for reasonable out-of-pocket expenses incurred. Doug Stegall, a partner at Barnett & Stegall, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Barnett & Stegall can be reached at: Doug Stegall BARNETT & STEGALL, LLC 244 Roswell Street Suite 400 Marietta, GA 30060 Tel: (770) 880-7582 About Quarry Services Quarry Services, LLC, Confinement Management Systems, LLC, and Mining Solutions, LLC operate a drilling and mining business servicing customers across the Southeast. Charles Selman owns the companies' membership interests. The companies have the same secured creditors and are part of one business operation. On Jan. 22, 2019, Quarry Services, Confinement Management Systems and Mining Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 19-20103). At the time of the filing, Quarry Services estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The cases are assigned to Judge James R. Sacca. Wiggam & Geer, LLC, is the Debtor's counsel. QUIZHPI CAB: PI Claimants to Get Payment for Insurance Coverage --------------------------------------------------------------- Quizhpi Cab Corp. filed a Second Amended Plan and accompanying Disclosure Statement disclosing that the claims of personal injury claimants will be limited to available insurance coverage limits. Class I consists of the original secured claim of Melrose Credit Union in the amount of $1,341,238. This class is impaired as the Debtor proposes to surrender the collateral, whereas the deficiency amount will be offset by the surrender and the subsequent sale of the taxi medallions. Class II consists of the claim of Melrose Credit Union for the deficiency totaling approximately $941,238.83. The parties have reached a Settlement Agreement whereby, upon surrender of the medallions, the Debtor will pay $262,500 in a lump sum payment, within 30 days of the entry of an order approving the settlement agreement, in full settlement of the remaining deficiency. The Plan will be financed from contributions from the personal funds of each of the two loan guarantors. The Debtor provided to Melrose Credit Union detailed individual financial statements for each guarantor of the loan. A full-text copy of the Second Amended Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/yxe4yhkh from PacerMonitor.com at no charge. About Pumas Cab Corp. Pumas Cab Corp. is a small business debtor as defined in 11 U.S.C. Section 101(51D) under the taxi and limousine service industry. It is an affiliate of Quizphi Cab Corp., which sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-44085) on Aug. 7, 2017. Pumas Cab Corp., based in Astoria, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44151) on Aug. 10, 2017. In the petition signed by Nelly Lucero, secretary, the Debtor disclosed $12,415 in assets and $2.64 million in liabilities. The Hon. Carla E. Craig presides over the Pumas Cab case. RANDALL BLANCHARD: 9th Cir. Affirms Disallowance of Temecula Claim ------------------------------------------------------------------ Temecula Oaks Partners, LP in the case captioned TEMECULA OAKS PARTNERS LP, Appellant, v. RICHARD M. PACHULSKI, Chapter 11 Trustee and UNITED STATES TRUSTEE, Appellees, No. 17-55760 (9th Cir.) asserted a claim in Randall Blanchard's Chapter 11 bankruptcy proceeding based on a purported guaranty of the debt of Twelve Oaks, LLC. The bankruptcy court determined Blanchard had instead guaranteed the debt of a different entity, Desert Highlands, LLC, and that the settlement of the lender's previous bankruptcy proceeding in Nevada released the guaranty. Based on these determinations, the bankruptcy court disallowed Temecula's claim in full. The district court affirmed, and Temecula's appeal followed. Upon careful consideration of the facts presented, the United States Court of Appeals, Ninth Circuit affirms the district court's decision. Here, the disputed issues relate to the interpretation of loan documents, a written settlement agreement, and a written guaranty. In general, the interpretation of written contracts is a matter of law subject to de novo review. Temecula contends that Blanchard's guaranty of the Desert Highlands Loan implicitly covered the Twelve Oaks Loan due to the relationship between those two loans and the wrap-around nature of the Desert Highlands Loan. Temecula's argument is contrary to the plain language of the guaranty and would require us to ignore the parties' careful structuring of a complicated, multi-party transaction in which separate entities served separate purposes, signed separate notes, and provided separate and respective collateral for their individual debts. The guaranty designates Nevada law as controlling. In Nevada, "[t]he objective of interpreting contracts is to discern the intent of the contracting parties. Traditional rules of contract interpretation are employed to accomplish that result. This court initially determines whether the language of the contract is clear and unambiguous; if it is, the contract will be enforced as written." Even if Blanchard's guaranty could be interpreted as covering the Twelve Oaks Loan, the settlement agreement from the lender's bankruptcy proceeding in Nevada specifically identified and released the Desert Highlands Loan and Blanchard's guaranty. The settlement agreement expressly "release[d] . . . the Blanchard Parties . . . from any and all obligations, duties, covenants and responsibilities under the Blanchard Loans and the Blanchard Guarantees." The settlement agreement specifically listed the Desert Highlands Loan as one of the "Blanchard Loans." Temecula argues the settlement agreement lacked approval from the Nevada bankruptcy court, lacked certain required investor approvals, and did not actually release the Desert Highlands Loan or any related guarantees. But, the settlement agreement plainly provides that the Desert Highlands Loan was released. The record from the Nevada bankruptcy demonstrates the required investor and court approval. A copy of the Court's Memorandum dated Feb. 26, 2019 is available at https://bit.ly/2HhJR5Y from Leagle.com. The case is In re RANDALL WILLIAM BLANCHARD, Chapter 11, Debtor, Case No. 8:14-bk-14105-SC. RECREATE MED: Unsecured Creditors to Get 12 Monthly Payments ------------------------------------------------------------ Recreate Med SPA LLC filed a small business Chapter 11 plan and accompanying disclosure statement proposing to pay the following general unsecured claims in 12 months: * M4 Paradiso LLC, to be paid a monthly payment of $41.08 beginning October 1, 2019 and ending September 30, 2020. * Vander Servicing, to be paid a monthly payment of $18.17 beginning October 1, 2019 and ending September 30, 2020. * Financial Pacific Leasing, to be paid a monthly payment of $55.25 beginning October 1, 2019 and ending September 30, 2020. * Internal Revenue Service, to be paid a monthly payment of $7.78 beginning October 1, 2019 and ending September 30, 2020. Payments and distributions under the Plan will be funded by the income generated from Spa and Laser services. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y3g4hee5 from PacerMonitor.com at no charge. About Recreate Med Spa Recreate Med Spa LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-12670) on Oct. 17, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The Debtor tapped Bert L. Roos, P.C., as its legal counsel. REGDALIN PROPERTIES: $915K North Hollywood Property Sale Okayed --------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized R. Todd Neilson, Chapter 11 Trustee for Regdalin Properties, LLC, to sell outside the ordinary course of business the real property commonly known as 6507 Teesdale Avenue, North Hollywood, California, APN 2325-021-029, to Albert Grigoryan for $915,000. A hearing on the Motion was held on May 1, 2019 at 10:00 a.m. The Trustee is authorized to pay through escrow all usual and customary costs of sale, including without limitation (a) brokers' commissions of 5% (totaling approximately $45,750), (b) escrow fees, (c) title insurance fees, (d) recording fees, (e) messenger fees, and (f) liens of record, in each case to the extent not disputed by the Trustee. The Trustee is authorized to pay through escrow (i) the liens of any and all taxing authorities, and (ii) $200,000 to SBK Holdings USA, Inc. on account of the lien recorded in favor of Pelican Holdings LLC., as to an undivided (59.8%) interest, Jeffrey Hoefflin 401K Profit Sharing Plan, as to an undivided (21.8%) interest; and Nadel & Associates Profit Sharing Plan, as to an undivided (18.4%) interest, on July 7, 2017 as Instrument Number 17-758452, which lien has been assigned of record to SBK by recorded Instrument Number 18-740647 on July 24, 2018. To the extent otherwise required to do so, the brokers receiving commissions in connection with the proposed sale are relieved of any obligation that they may otherwise have had to file fee applications. The Trustee's sale of the Property is free and clear of all claims, liens and interests. First American Title Co. or any other issuer of a title policy insuring the Trustee's sale of the Property, if any, and the escrow agent with respect to the sale, are entitled to rely upon this Order in connection with the sale. The Order constitutes a final and appealable order within the meaning of 28 U.S.C. Section 158(a). The 14-day stay period set forth in Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 and 9014 of the Federal Rules of Bankruptcy Procedure, to the extent applicable, are waived; and notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 or 9014 or Rule 62(a) of the Federal Rules of Civil Procedure, this Order will be immediately effective and enforceable upon its entry and there will be no stay of execution or otherwise of the Order. In the absence of any person or entity obtaining a stay pending appeal of the Order, the Trustee, the Estate and the Buyer are free to close the sale under the Counter Offer at any time, subject to the terms of the Counter Offer. About Regdalin Properties Regdalin Properties, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20868) on Sept. 17, 2018, and was represented by Henrik Mosesi, Esq., in Glendale, California. In the petition signed by Edgar Sargysyan, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. R. Todd Neilson was appointed as the Debtor's Chapter 11 trustee on Nov. 1, 2018. The Trustee retained Dinsmore & Shohl LLP as his legal counsel. REGDALIN PROPERTIES: Trustee's $950K Sale of Carson Property Okayed ------------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized R. Todd Neilson, Chapter 11 Trustee for Regdalin Properties, LLC, to sell the real property commonly known as 160 E. Alondra Blvd., Carson, California, APN 6125-015-010, to Robert Sarukhanvan or his assignee, 160 Alondra, LLC, for $950,000. A hearing on the Motion was held on May 1, 2019 at 10:00 a.m. The Trustee is authorized to pay through escrow all usual and customary costs of sale, including without limitation (a) brokers' commissions of 5% (totaling approximately $47,500), (b) escrow fees, (c) title insurance fees, (d) recording fees, (e) messenger fees, and (f) liens of record, in each case to the extent not disputed by the Trustee. He is authorized to pay through escrow (i) the liens of any and all taxing authorities, and (ii) any other liens of record against the Property, in each case to the extent not disputed by the Trustee. To the extent otherwise required to do so, the brokers receiving commissions in connection with the proposed sale are relieved of any obligation that they may otherwise have had to file fee applications. The Trustee's sale of the Property is free and clear of all claims, liens and interests. The overbid procedure proposed in the Motion is approved. First American Title Co. or any other issuer of a title policy insuring the Trustee's sale of the Property, if any, and the escrow agent with respect to the sale, are entitled to rely upon this Order in connection with the sale. The existing lease of the Property has been assumed by the Trustee and assigned to the Buyer effective upon the closing of the proposed sale. The Order constitutes a final and appealable order within the meaning of 28 U.S.C. Section 158(a). The 14-day stay period set forth in Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 and 9014 of the Federal Rules of Bankruptcy Procedure, to the extent applicable, are waived; and notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h), 6006(d), 7062 or 9014 or Rule 62(a) of the Federal Rules of Civil Procedure, this Order will be immediately effective and enforceable upon its entry and there will be no stay of execution or otherwise of the Order. In the absence of any person or entity obtaining a stay pending appeal of the Order, the Trustee, the Estate and the Buyer are free to close the sale under the Counter Offer at any time, subject to the terms of the Counter Offer. About Regdalin Properties Regdalin Properties, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-20868) on Sept. 17, 2018, and was represented by Henrik Mosesi, Esq., in Glendale, California. In the petition signed by Edgar Sargysyan, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. R. Todd Neilson was appointed as the Debtor's Chapter 11 trustee on Nov. 1, 2018. The Trustee retained Dinsmore & Shohl LLP as his legal counsel. RICHARD DAVIS: Summary Judgment in Favor of SLFF Partly Upheld -------------------------------------------------------------- The appeals case captioned RICHARD D. DAVIS, LLP., A TEXAS GENERAL PARTNERSHIP, RICHARD D. DAVIS, LLP, A NEVADA LIMITED LIABILITY PARTNERSHIP AND PATRICIA SUAREZ, Appellants, v. SKY LAKES FLYERS FOUNDATION AND CARBETT J. DUHON, III, Appellees, No. 14-17-00372-CV (Tex. App.) arises from a summary judgment entered April 7, 2017. Upon review, the Texas Court of Appeals affirms in part, and reverses and remands in part. In their first issue, the Davis Parties argue the trial court erred when it granted SLFF's hybrid no-evidence and traditional motion for summary judgment. SLFF moved for a no-evidence summary judgment on the Davis Parties' causes of action for breach of contract; fraud; tortious interference with contracts and business relations; business disparagement; violation of automatic stay; conspiracy; wrongful acceleration; and violation of the Texas Debt Collection Act ("TDCA"). SLFF moved for a traditional summary judgment on the Davis Parties' claim for breach of the note and deed of trust by accelerating the note. SLFF contended economic coercion and duress is not a cause of action but an affirmative defense. Further, SLFF asserted the Davis Parties' claims for injunctive relief were moot and the trespass claim was tried in the 2008 suit. The Davis Parties concede that their causes of action for injunctive relief and trespass were tried in the 2008 suit. Further, the Davis Parties waive any complaint of the trial court's ruling as to their claims for tortious interference with contracts, tortious interference with business relations, and business disparagement. Accordingly, the trial court's judgment is affirmed as to those claims. The Davis Parties pled a cause of action for breach of contract claiming SLFF breached the deed of trust and the promissory note. A breach of contract claim requires: (1) the existence of a valid contract, (2) performance or tendered performance by the plaintiff, (3) breach of the contract by the defendant, and (4) damages sustained by the plaintiff because of the breach. The Court finds that SLFF produced uncontested summary-judgment evidence that the property was uninsured, in violation of the terms of the note, for approximately ten years. The express terms of the deed allowed SLFF to accelerate the note, without notice, on that basis. In response, the Davis Parties failed to identify any evidence raising a genuine issue of material fact that SLFF did not have the right to accelerate the note. Accordingly, the trial court did not err in granting summary judgment in favor of SLFF on the Davis Parties' cause of action for breach of contract on that basis. The Davis Parties alleged that SLFF violated the TDCA. SLFF moved for summary judgment claiming the TDCA only covers "consumer debt" and the Davis Parties have no evidence the debt in question was a consumer debt. In their response, the Davis Parties asserted the Davis Texas partners are individuals who may be consumers and the purchase of an airport can be a consumer transaction. On appeal, the Davis Parties do not cite any authority in support of the claim they made in their response to the motion for summary judgment. It is not our duty to review the record, research the law, and then fashion a legal argument when a party has failed to do so. Briefing waiver occurs when a party fails to make proper citations to authority or to the record, or to provide any substantive legal analysis. Even though the courts are to interpret briefing requirements reasonably and liberally, parties asserting error on appeal still must put forth some specific argument and analysis citing the record and authorities in support of their argument. Accordingly, the issue is waived due to inadequate briefing. A copy of the Court's Memorandum Opinion dated March 5, 2019 is available at https://bit.ly/2Ejn3AW from Leagle.com. Joe Alfred Izen, Jr. , for Richard D. Davis, LLP., a Texas General Partnership, Richard D. Davis, LLP, a Nevada Limited Liability Partnership and Patricia Suarez, Appellant. Robert T. Owen , Kevin Graham Cain , Levon Hovnatanian , Michael T. Fuerst , Carbett J. Duhon, III , for Sky Lakes Flyers Foundation and Carbett J. Duhon, III, Appellee. Richard D. Davis, LLP filed for chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 07-33685) on June 4, 2007, with estimated assets at $1 Million to $100 Million and estimated liabilities at $100,000 to $1 Million. RUDALEV 2: Unsecured Creditors to Get Nothing Under Plan -------------------------------------------------------- Rudalev 2, LLC, and Rudalev 2 Refinance, LLC, filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing zero recovery to general unsecured creditors. Refinance is indebted to Midland Loan Services, a division of PNC Bank, NA, as Master and Special Servicer and the Directing Holder for Wilmington Trust NA, as Trustee for CoreVest American Finance 2017-1 Mortgage Pass-Through Certificates pursuant to a Promissory Note and Loan Agreement dated June 3, 2017, in the face amount of $3,099,000. Rudalev Holdings guaranteed repayment of the Midland Indebtedness. Rudalev Holding's sole asset is its 100% membership interest in Refinance. Refinance's primary assets consist of 60 parcels of real property located in the Wayne, Oakland and Macomb counties. All of the Properties are single occupancy residential homes, except for one Property which contains two separate residential units. Refinance is a real estate investment company. Refinance leases and manages the Properties through Summit, who serves as Refinance's agent. Summit is responsible for leasing the Properties, collecting rents, communicating with tenants, and repairing and maintaining the Properties, among other services. Refinance believes that it is indebted to Wayne County Treasurer, Oakland County Treasurer, and Macomb County Treasurer for estimated and accrued 2019 property taxes. The Debtors anticipate that they will pay creditors holding Allowed Administrative Claims in the ordinary course of business. These claims will include reasonable expenses incurred by Gabriel David as a result of his management of the Debtors including, but not limited to, travel and lodging costs. The Debtors estimate the total amount of Administrative Claims will be approximately $100,000. Unless the Properties are sold at foreclosure sale for more than the allowed secured claims, all other creditors, including administrative claims, priority creditors, trade vendors, and unsecured creditors, would receive nothing. If the Properties were sold for more than the allowed secured claims, then the amount in excess would be used first to pay allowed administrative claims and then to pay priority creditors. The Debtors do not believe the unsecured creditors would receive a distribution if the Debtor's assets are liquidated. A full-text copy of the Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y6zraz2o from PacerMonitor.com at no charge. Counsel for the Debtors: Michael E. Baum, Esq. Kim K. Hillary, Esq. Nicholas R. Marcus, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 About Rudalev 2 Rudalev 2 Refinance, LLC, owner of various parcels of property in Michigan, and its affiliate Rudalev 2, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case Nos. 19-43402 and 19-43403) on March 10, 2019. At the time of the filing, each debtor estimated assets of $1 million to $10 million and liabilities of the same range. RXSPORT CORP: Seeks to Extend Exclusive Filing Period to July 9 --------------------------------------------------------------- RxSport Corp. asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the period during which it has the exclusive right to file a Chapter 11 plan through July 9, and to solicit acceptances for the plan through Sept. 7. RxSport has been actively analyzing various reorganization strategies but is not yet ready to implement any such strategy and requires additional time to do so. The company, however, has already agreed in principle with its secured lender to file a plan of reorganization or advance a sale of its assets within the next few weeks, according to court filings. About RxSport Corp. RxSport Corp., a manufacturer of Chandler baseball bats in Norristown, Pa., filed a Chapter 11 petition (Bankr. E.D. Penn. Case No. 19-10187) on Jan. 10, 2019. In the petition signed by David Chandler, president, the Debtor estimated $1 million to $10 million in assets and liabilities. David B. Smith, Esq. at Smith Kane Holman, LLC represents the Debtor as counsel. Andrew Vara, acting U.S. trustee for Region 3, appointed an official committee of unsecured creditors on March 6, 2019. SANGO POOL: To Pay Unsecureds $100 in 60 Monthly Installments ------------------------------------------------------------- Sango Pool and Spa, LLC filed a disclosure statement in support of its proposed chapter 11 plan of reorganization. Class 8 Claims under the plan consists of the Allowed General Unsecured Claims not entitled to priority. The Class 8 Claims total $327,048.83, which includes the unsecured portion of FCP's claim. These Claims will be paid a prorate amount of $100 per month with 0% interest per annum in 60 equal monthly installments, commencing on the first day of the month that is six months following the Effective Date of the Plan, and continuing on the first day of each successive month until paid in full. Each installment will be due and payable on or before the first day of each month. The total payments to the Class 8 Claims will total $6,000. The Debtor has provided financial statements which demonstrate the historical and projected financial information. As the Debtor's financial projections demonstrate, the Debtor's ability to make its required payments under this Plan are feasible. The monthly plan payment is estimated at $4,217.08, and the average monthly net income historically is $3,028.36, which includes an adequate protection payment for certain month that is now replaced plan payment. Additionally, because the Debtor's income can fluctuate seasonally, the Debtor has proposed a plan that retains the funds in the DIP account to help augment the required monthly payments in months where the Debtor faces unexpected expenses. The Plan has been proposed in good faith and in amounts that will allow the Debtor to successfully complete the Plan based on anticipated income and expenses. A copy of the Disclosure Statement is available at https://tinyurl.com/y2km3frg from Pacermonitor.com at no charge. About Sango Pool and Spa LLC Sango Pool and Spa, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-05552) on August 20, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Marian F. Harrison presides over the case. Steven L. Lefkovitz, Esq., at the Law Offices of Lefkovitz & Lefkovitz is the Debtor's legal counsel. SCANDIA SPA CENTER: June 18 Plan and Disclosures Hearing Set ------------------------------------------------------------ Bankruptcy Judge Stacey L. Meisel issued an order conditionally approving Scandia Spa Center for the Performing Arts Inc.’s small business disclosure statement in connection with its chapter 11 plan dated April 29, 2019. June 11, 2019 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and the last day for filing written acceptances or rejections of the Plan. A hearing will be held on June 18, 2019 at 11:00 a.m. for final approval of the disclosure statement and for confirmation of the plan. The Troubled Company Reporter previously reported that the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all Claims and expenses that are entitled to be paid on that date. A full-text copy of the Disclosure Statement dated April 29, 2019, is available at https://tinyurl.com/y5n3zgzu from PacerMonitor.com at no charge. About Scandia Spa Center for the Performing Arts Inc. Scandia Spa Center for the Performing Arts Inc. describes its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple 90.45 acres of vacant land located at 40 Martin Lane, Frankford Township, New Jersey, with a sale value of $1.3 million. Scandia Spa Center for the Performing Arts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-33582) on Nov. 30, 2018. At the time of the filing, the Debtor disclosed $1.3 million in assets and $175,256 in liabilities. The case is assigned to Judge Kathryn C. Ferguson. Savo, Schalk, Gillespie, O'Grodnick & Fisher, P.A., is the Debtor's counsel. SEARS HOLDINGS: DoL Secretary Objects to Disclosure Statement ------------------------------------------------------------- The Secretary of the United States Department of Labor filed a limited objection to the approval of the Disclosure Statement for the Joint Chapter 11 Plan of Sears Holdings Corporation and Its Affiliated Debtors. The Secretary points out that the Disclosure Statement appropriately provides some description of the Debtors' treatment of its retiree benefit plans, however, its description falls short in not addressing the legal contradictions evident in the facts it describes. The Secretary further points out that no approval for the termination of the Retiree Life Insurance Plan under Section 1114 was sought, because the Debtors apparently relied upon the assumption that "[t]he terms of the Retiree Plan provide that the plan may be amended or terminated by the Debtors at any time." According to the Secretary, rather than allowing the inherent contradictions in their discussion of the Retiree Life Insurance Plan to remain, these questions need to be addressed. The Secretary asserts that the appointment of a retiree committee in these cases also is required to protect the interests of the Debtors' retirees. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, Managing Director, and Levi Quaintance, Vice President of Lazard Freres & Co. LLC serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on an official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the creditors' committee. FTI Consulting is financial advisor to the creditors' committee. Houlihan Lokey Capital, Inc., is providing investment banking services to the committee. SEBA BROS: Discloses Bid to Borrow $329K from Ag Resource --------------------------------------------------------- Seba Bros. Farms, Inc. and Seba Bros. Partnership LLC filed a Third Amended Plan and accompanying Disclosure Statement to disclose that on April 29, 2019, the Debtors filed a Motion to Borrow from Ag Resource Management the sum of $329,000, payable with interest at 8% per annum. The entire balance is due by December 31, 2019. The loan would be secured by the corn and oat crops that are being planted on the Seba Bros. Farms, Inc. tillable acreage and on the MGN LLC and Craycraft farms. The total amount of acres to be planted in corn or oats is 1,475 acres. The remaining acreage of approximately 4,425 acres will be planted in soybeans. BMO Harris Bank will have a lien on the 2019 soybean crops. The secured lenders would be paid in full and any remaining funds would be used to pay the unsecured creditors. A full-text copy of the Third Amended Joint Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y2ezfjhk from PacerMonitor.com at no charge. The Amended Disclosure Statement was filed by Erlene W. Krigel, Esq., at Krigel & Krigel, P.C., in Kansas City, Missouri, on behalf of the Debtors. About Seba Bros. Cleveland, Missouri-based Seba Bros. Partnership, LLC is a privately held company in the crop farming business. Seba Bros. filed for chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No. 18-42890) on Nov. 7, 2018, with total assets of $811,746 and total liabilities of $6,607,060. The petition was signed by David Seba, managing member. Judge Cynthia A. Norton presides over the case. SENIOR HOUSING: Moody's Cuts Senior Unsecured Debt Rating to Ba1 ---------------------------------------------------------------- Moody's Investors Service has downgraded the senior unsecured rating of Senior Housing Properties Trust to Ba1 from Baa3. The outlook is stable. This action concludes the review of SNH's rating, which was initiated on April 5, 2019. The following rating was downgraded: Issuer: Senior Housing Properties Trust - Senior Unsecured Debt, Downgraded to Ba1 from Baa3 The following ratings were assigned: Issuer: Senior Housing Properties Trust - Corporate Family Rating at Ba1 - Speculative Grade Liquidity Rating at SGL-2 Outlook Actions: Issuer: Senior Housing Properties Trust - Outlook, Changed to Stable from Rating Under Review RATINGS RATIONALE The ratings downgrade reflects the increased business risk SNH is assuming in order to stabilize the financial position of its largest tenant, Five Star. SNH's leverage is also expected to remain high until the REIT executes the planned sale of up to $900 million in assets, with Net Debt/EBITDA expected to settle below 6x. This leverage level is considered high given the REIT's shifting business model, which will increase cash flow volatility going forward. By transitioning Five Star's properties to a management agreement, SNH will directly realize property income rather than a predictable triple-net lease payment. These senior living communities have experienced declining NOI over the past year due to a combination of industry wide challenges and operating missteps by Five Star. Even though SNH has increased ability to effect positive changes, Moody's expects meaningful operating improvement will take time and carries execution risks. Moody's also notes SNH's external management structure remains a key credit concern due to potential conflicts of interest between the REIT's management and investors. SNH also shares the same external manager as Five Star, adding further complexity and governance risks. Positive considerations supporting the Ba1 rating include SNH's property type diversification, as it also owns a sizable portfolio of medical office and life science assets that contribute almost 50% of NOI. Effective leverage and secured debt levels remain modest for the rating category and fixed charge coverage is solid, providing cushion for potential cash flow volatility from operations. SNH's SGL-2 liquidity rating reflects the REIT's reliance on external sources of capital, expected to include asset sales and, to a lesser extent, the line of credit, as it looks to refinance upcoming maturities and fund redevelopment cap ex needs. SNH had $225 million drawn on its line of credit as of 1Q19, and subsequently drew additional funds to repay $400 million of bonds that matured in May 2019. The stable outlook reflects its expectation that SNH will execute planned asset sales by early 2020, using proceeds to repay upcoming maturities and reduce leverage. SNH's rating could be upgraded if the REIT were to reduce Net Debt/EBITDA below 5.5x, recognize sustained positive NOI growth from senior housing operations, and increase fixed charge coverage above 3.25x. Demonstration of profitable external growth, with gross assets over $10 billion, would also support an upgrade. A downgrade would likely reflect Net Debt/EBITDA above 6.5x or fixed charge coverage below 2.6x, each on a sustained basis. Failure to stabilize senior housing operations or execute planned asset sales on a timely basis would also cause negative ratings pressure. Senior Housing Properties Trust (Nasdaq: SNH) is a real estate investment trust which owns senior living communities, medical office and life science buildings, and wellness centers throughout the United States. SHORT ENVIRONMENTAL: Plan to be Funded from Continued Operation --------------------------------------------------------------- Short Environmental Laboratories, Inc. filed a disclosure statement describing its plan of reorganization dated May 6, 2019. General unsecured creditors will receive treatment either in Class 4 of Class 5. Class 4 is a general administrative convenience class consisting of allowed unsecured claims less than $10,000. The Debtor proposes for the Class 4 creditors a one-time lump sum distribution of 2% of their claim. The Debtor proposes for the Class 5 unsecured creditors to receive a distribution of 1% of their allowed claims to be distributed monthly over five years. The Reorganized Debtor may elect to pay the general unsecured creditors in advance of the five years. Payments and distributions under the plan will be funded by the continued operation of the Debtor. A copy of the Disclosure Statement dated May 6, 2019 is available at https://tinyurl.com/yxnc3oet from Pacermonitor.com at no charge. About Short Environmental Laboratories Short Environmental Laboratories, Inc., is a privately-held company in Sebring, Florida, that offers environmental testing for a wide variety of industries. Some of its services include water and waste water testing, compliance testing, and sample collection. It also provides ground water, soils, and surface water testing. Short Environmental Laboratories sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19640) on Aug. 7, 2018. In the petition signed by David Murto, president, the Debtor disclosed $217,285 in assets and $1,463,746 in liabilities. Judge Mindy A. Mora presides over the case. Nadine V. White-Boyd, Esq., at the law firm of Nadine White-Boyd, is the Debtor's legal counsel. SOUTHFRESH AQUACULTURE: Seeks More Time to File Bankruptcy Plan --------------------------------------------------------------- SouthFresh Aquaculture LLC asked the U.S. Bankruptcy Court for the Northern District of Alabama to extend the period during which it has the exclusive right to file a Chapter 11 plan through Aug. 26, and to solicit acceptances for the plan through Oct. 25. The extension, if granted by the court, would give the company more time to finalize, and seek court approval of, either a lease or sale of its processing plant in Eutaw, Ala., and resolve the claims of Double Wheel and other creditors, which will serve as a key component to its plan of reorganization, according to the company's attorney Wes Bulgarella, Esq., at Maynard, Cooper & Gale, P.C. A court hearing is scheduled for May 23, at 1:30 p.m. About SouthFresh Aquaculture A subsidiary of Alabama Farmers Cooperative, SouthFresh Aquaculture LLC -- http://www.southfresh.com/-- is a catfish-centered business committed to sustainable aquaculture practices. Founded in 1987, the company's primary business is domestic catfish processing. It processes millions of pounds of catfish per year for food service and retail industries. SouthFresh Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-70152) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Jennifer H. Henderson. The Debtor tapped Maynard, Cooper & Gale, P.C. as its legal counsel. SPANISH BROADCASTING: Posts $3.93 Million Net Loss in 1st Quarter ----------------------------------------------------------------- Spanish Broadcasting System, Inc., filed with the U.S. Securities and Exchange Commission on May 15, 2019, its quarterly report on Form 10-Q reporting a net loss of $3.93 million on $37.33 million of net revenue for the three months ended March 31, 2019, compared to a net loss of $3.36 million on $33.90 million of net revenue for the three months ended March 31, 2018. As of March 31, 2019, the Company had $455.09 million in total assets, $538.40 million in total liabilities, and a total stockholders' deficit of $83.31 million. For the quarter ended March 31, 2019, consolidated net revenue increased $3.4 million or 10% due to a net revenue increase in the Company's radio segment partially offset by a decrease in its television segment. The Company's radio segment net revenue increased $4.8 million or 17% due to increases in special event revenue and barter, network and national sales, which were offset by decreases in digital and local sales. The Company's radio segment special events revenue increased primarily due to a greater number of events and revenue. The Company's television segment net revenue decreased by $1.4 million or 30%, due to the decreases in special event revenue and subscriber fees, which were offset by increases in local, digital and national sales. Consolidated Adjusted OIBDA, a non-GAAP measure, totaled $8.3 million compared to $9.7 million for the same prior year period, representing a decrease of $1.4 million or 14%. The Company's radio segment Adjusted OIBDA decreased $0.8 million or 7%, primarily due to the increase in operating expenses of $5.6 million partially offset by the increase in net revenue of $4.8 million. Radio station operating expenses increased mainly due to the positive impact of a legal settlement in the prior year and increases in special events, barter, advertising, allowance for doubtful accounts and commission expenses partially offset by decreases in digital content production costs related to the LaMusica application. The Company's television segment Adjusted OIBDA decreased $0.6 million, due to the decrease in net revenue of $1.4 million partially offset by the decrease in operating expenses of $0.8 million. Television station operating expenses decreased primarily due to a decrease in special events expenses partially offset by increases in programming related production costs, barter, commissions and professional fee expenses. The Company's corporate expenses decreased less than $0.1 million, mostly due to decreases related to professional fees offset by an increase in compensation related expenses. Operating income totaled $5.6 million compared to $7.6 million for the same prior year period, representing a decrease of $2.0 million. This decrease was primarily due an increase in net revenue partially offset by increases in operating expenses and recapitalization costs. "During the first quarter we again generated robust consolidated revenue gains while simultaneously undertaking a number of strategic investments aimed at paving the way for future growth. "These initiatives included bolstering the external marketing of our leading audio brands, improving and expanding our video content offerings and strengthening the infrastructure of our various sales departments," commented Raul Alarcon, chairman and CEO. "We continue to maintain leading ratings, revenue and margin thresholds across the nation's largest Hispanic markets and our digital and social media engagement metrics remain at all-time highs, as does our ability to impact and engage audiences audibly, visually and experientially. "This was exemplified recently in radio as we are the only group owner (in any language) to have registered audience growth in 2018 (as compared to 2017), according to a Nielsen Audio Nationwide survey; and in television, our prime time news commentator, Jaime Bayly, was the only American news source quoted by the irate Venezuelan dictator, Nicolás Maduro, when complaining about his media coverage in the U.S. "At all times and in every way, we strive to be uppermost in the minds of our diversified audiences and advertisers. "As in 2018, we see a clear path to accelerated performance this year as we continue to deliver on our goal of creating long-term sustainable value for our shareholders." Liquidity and Capital Resources Spanish Broadcasting said, "We continue to evaluate all options to effect a successful recapitalization or restructuring of our balance sheet, including a refinancing of the Notes. Our refinancing efforts have been made more difficult and complex with the litigation with certain purported holders of our Series B preferred stock and the foreign ownership issue. "Our primary source of liquidity is our current cash and cash equivalents. We do not currently have a revolving credit facility or other working capital lines of credit. Our cash flows from operations are subject to factors impacting our customers and target audience, such as overall advertising demand, shifts in population, station listenership and viewership, demographics, audience tastes and fluctuations in preferred advertising media. We do not expect to raise cash by increasing our indebtedness for several reasons, including the need to repay the Notes, the existence of an event of default under the Indenture that arose on April 17, 2017 and the existence of the Voting Rights Triggering Event. In addition, we also face the risk of the potential negative impact of an adverse ruling of the Series B preferred stock litigation." A full-text copy of the Form 10-Q is available for free at: https://is.gd/F0txKl About Spanish Broadcasting Based in Miami, Florida, Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- owns and operates radio stations located in the top U.S. Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the Tropical, Regional Mexican, Spanish Adult Contemporary, Top 40 and Urbano format genres SBS also operates AIRE Radio Networks, a national radio platform of over 250 affiliated stations reaching 94% of the U.S. Hispanic audience. SBS also owns MegaTV, a network television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico, produces a nationwide roster of live concerts and events, and owns a stable of digital properties, including La Musica, a mobile app providing Latino-focused audio and video streaming content and HitzMaker, a new-talent destination for aspiring artists. Spanish Broadcasting reported net income of $16.49 million for the year ended Dec. 31, 2018, compared to net income of $19.62 million for the year ended Dec. 31, 2017. Crowe LLP, in Fort Lauderdale, Florida, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes when they became due. In addition, at Dec. 31, 2018 the Company had a working capital deficiency. These factors raise substantial doubt about its ability to continue as a going concern. STAR MOUNTAIN: Agrees to Support Committee-Proposed Plan -------------------------------------------------------- The Official Committee of Unsecured Creditors filed an Amended Chapter 11 Plan of Liquidation and Amended Disclosure Statement in support of the Plan to disclose that on May 8, 2019, the Debtor and the Committee filed a Plan Support Agreement in which the Debtor agreed to support the Committee's Plan. On the Effective Date, a Plan Trust will be created pursuant to the Plan Trust Agreement to liquidate all Plan Trust Assets, to pursue all Causes of Action, and to make all Distributions to Holders of Allowed Claims and Interests as required by the Plan. A full-text copy of the Amended Disclosure Statement dated May 8, 2019, is available at https://tinyurl.com/y6bxm6m6 from PacerMonitor.com at no charge. The Amended Disclosure Statement was filed by Carolyn J. Johnsen, Esq., and Robert A. Shull, Esq., at Dickinson Wright PLLC, in Phoenix, Arizona, on behalf of the Committee. About Star Mountain Resources Star Mountain Resources Inc. -- http://www.starmountainresources.com/-- is a small cap mining company focused on the acquisition of mineral properties and their development into producing mines. It is headquartered in Tempe, Arizona. Star Mountain Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21, 2018. In the petition signed by Mark Osterberg, president and chief operating officer, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Daniel P. Collins presides over the case. Fennemore Craig, P.C., is the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 18, 2018. The Committee retained Dickinson Wright, PLLC, as its legal counsel. Jared G. Parker was appointed examiner of the Estate of Star Mountain Resources, Inc. The Examiner is represented by Parker Schwartz, PLLC, as its counsel. STEVE SHICKLES, JR: $130K Sale of 2017 Tiffin Motorhome Approved ---------------------------------------------------------------- Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Steve Shickles, Jr. and Ronda Shickles to sell their 2017 Tiffin ALLEGRO 34PA Motorhome for not less than $130,000. The sale will be free and clear of all liens, claims, interests, and encumbrances. The lien of Redstone Federal Credit Union ("RFCU") will attach to the sale proceeds. At closing, the Debtors or their agent will disburse from the Sale Proceeds all sums necessary to pay off the lien of RFCU as well as such other costs as are required to consummate the sale of the Motorhome from the Debtors to the purchaser. RFCU will release the title to the Motorhome upon receipt of the remaining balance of the purchase price. All remaining Sale Proceeds will be delivered to Stuart Maples, Examiner, pending further Orders of the Court. Pursuant to Bankruptcy Rules 6004(h), the Order will be effective immediately upon entry and the Debtors and the purchaser are authorized to close the Sale immediately upon entry. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Steve Shickles, Jr., and Ronda Shickles sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-80155) on Jan. 17, 2019. The Debtor tapped Angela Stewart Ary, Esq., and Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, as counsel. STEVE SHICKLES, JR: $50K Sale of 2018 BMW M4 Approved ----------------------------------------------------- Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama authorized Steve Shickles, Jr. and Ronda Shickles to sell their 2018 BMW M4 for not less than $49,500. The sale will be free and clear of all liens, claims, interests, and encumbrances. The lien of BMW Bank of North America will attach to the sale proceeds. At closing, the Debtors or their agent will disburse from the Sale Proceeds all sums necessary to pay off the lien of BMW as well as such other costs as are required to consummate the sale of the Vehicle from Debtors to the purchaser. BMW will release the title to the Vehicle upon receipt of the remaining balance of the purchase price. All remaining Sale Proceeds will be delivered to Stuart Maples, Examiner, pending further Orders of the Court. Pursuant to Bankruptcy Rules 6004(h), the Order will be effective immediately upon entry and the Debtors and the purchaser are authorized to close the Sale immediately upon entry. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Steve Shickles, Jr., and Ronda Shickles sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 19-80155) on Jan. 17, 2019. The Debtor tapped Angela Stewart Ary, Esq., and Kevin D. Heard, Esq., at Heard, Ary & Dauro, LLC, as counsel. SUNGARD AS: Moody's Assigns Caa1 CFR Amid Post-Bankruptcy Financing ------------------------------------------------------------------- Moody's Investors Service assigned a Caa1 Corporate Family Rating (CFR) and a Caa1-PD Probability of Default rating (PDR) to Sungard AS New Holdings III, LLC (Sungard AS). Moody's also assigned B2 ratings to Sungard AS' $50 million senior secured first lien term loan and $50 million senior secured first lien delayed draw term loan, and a Caa2 rating to a $300 million senior secured second lien term loan. The outlook is stable. On April 1, 201, Sungard Availability Services Capital Inc. (Old Sungard AS) entered into a Restructuring Support Agreement (RSA) with more than 75% of secured lenders and more than 85% of unsecured note holders to restructure its balance sheet and reduce debt and interest expense. Ultimately, the parties voted unanimously to accept the plan, with over 96% of secured lenders and over 86% of unsecured noteholders submitting votes. On May 1, Old Sungard AS' US entities filed voluntary petitions for relief under Chapter 11 of the US bankruptcy code to effectuate the consensual agreement under the RSA. Old Sungard AS successfully emerged from its prepackaged restructuring on May 3 as Sungard AS New Holdings, LLC, the ultimate holding company parent of Sungard AS. The restructuring reduced the company's debt by over $800 million and included $100 million of new liquidity provided by the company's creditors. Assignments: Issuer: Sungard AS New Holdings III, LLC Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD Gtd Senior Secured 1st lien Term Loan, Assigned B2 (LGD2) Gtd Senior Secured 1st lien Delayed Draw Term Loan, Assigned B2 (LGD2) Gtd Senior Secured 2nd lien Term Loan, Assigned Caa2 (LGD4) Outlook Actions: Issuer: Sungard AS New Holdings III, LLC Outlook, Assigned Stable RATINGS RATIONALE Sungard AS' Caa1 CFR reflects execution risks related to the company's plans to reverse weak operating trends and uncertainty about the ability of the company to generate sustained free cash flow. Significantly reduced balance sheet debt and improved liquidity will support a multi-year business improvement effort to slow and reverse declining revenue and EBITDA trends. The company's weak operating trends in recent years are the result of a combination of factors, including poorly executed business evolution strategies in a rapidly changing and competitive industry, underinvestment and weak sales force productivity. While estimated debt/EBITDA of 4.1x (Moody's adjusted) at year-end 2019 is two turns lower than Old Sungard AS' pre-Chapter 11 debt/EBITDA (Moody's adjusted) of 6.1x at year-end 2018, Moody's expects significant EBITDA margin compression in 2019 due to weak bookings trends in 2018, continued high churn, the negative impact of recent asset sales and increased sales commission costs, offset partially by headcount and other cost savings. Moody's expects revenue to decline at a low double-digit rate in 2019 with improvement in 2020 predicated on successful execution of a comprehensive, multi-year turnaround plan that focuses on churn reduction, bookings growth improvement and continuous cost cutting initiatives. Sungard AS will fully benefit from about $100 million of reduced cash interest expense in 2020 from the more than $800 million debt reduction associated with its Chapter 11 bankruptcy restructuring. Sungard AS' reduction in capital intensity over the years reflects its steady mix shift to less capital intensive service offerings in disaster recovery as a service (DRaaS), including in partnership with Amazon's AWS segment, as well as other higher margin managed services offerings. The company's revenue base is supported by long-term relationships, solid branding and market positioning in the recovery business, and relatively low customer concentration. Moody's expects Sungard AS to have adequate liquidity. As of December 31, 2018, Sungard AS had $93 million of cash on hand. Moody's estimates the company had about $73 million cash on hand at bankruptcy exit. Moody's projects the company to have negative free cash flow over the next 12 to 18 months but adequate liquidity from its existing cash balances. The company is also in the process of completing negotiations on a $50 million first lien revolver (unrated) that would improve external liquidity. The first lien term loan contains a total net leverage ratio and a minimum liquidity covenant for which Moody's expects Sungard AS to maintain ample cushion on both. The ratings for the debt instruments reflect both the probability of default of Sungard AS, as reflected in the probability of default rating of Caa1-PD, and individual loss given default (LGD) assessments. The senior secured first lien term loan is rated B2 and reflects its first-priority claim on non-current assets. The senior secured second lien term loan is rated Caa2, one notch below the Caa1 CFR and reflects its subordination to the first lien term loan and the expected revolver. The first lien term loan and the second lien term loan are rated one notch lower than their LGD model implied ratings reflecting uncertainty related to the amount and treatment of unsecured non-debt obligations in a default scenario. The senior secured first lien revolver (not rated) is expected to have a first-priority claim on current assets. The stable outlook reflects Moody's expectation of a low double-digit revenue decline in 2019 followed by flattish revenue in 2020, with EBITDA margins stabilizing and breakeven free cash flow in 2020 as a result of lower interest expense post its Chapter 11 restructuring. The stable outlook is also predicated on sustained improvement in bookings and churn trends. Moody's could consider a rating upgrade if revenue growth turns positive, free cash flow approaches 5% of debt and leverage (Moody's adjusted) is below 4.0x (all on a sustained basis). Downward rating pressure could develop if bookings growth remains weak, churn rises, monthly recurring revenue trends remain negative, liquidity becomes constrained or if Moody's expects leverage to be sustained above 5.5x. Sungard AS is a provider of disaster recovery services and managed IT services. SUNPLAY POOLS: Exclusive Filing Period Extended Until Oct. 31 ------------------------------------------------------------- Judge Joel Marker of the U.S. Bankruptcy Court for the District of Utah extended the period during which SunPlay Pools and Spas Superstore, Inc. has the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan through Oct. 31. The bankruptcy judge also extended the period during which the company is required to confirm its filed plan through Oct. 31. About SunPlay Pools and Spas Superstore Inc. Founded in 1967, SunPlay Pools and Spas Superstore, Inc. -- https://www.sunplay.com/ -- operates a retail store offering pool and spa supplies, equipment, chemicals, parts and services. It has been transitioning to serve customers everywhere via its online sales department at Sunplay.com and HotTubWarehouse.com. SunPlay Pools and Spas Superstore sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-27417) on Oct. 4, 2018. In the petition signed by John A. Olson, president, the Debtor disclosed $692,093 in assets and $2,571,463 in liabilities. Judge Joel T. Marker oversees the case. The Debtor tapped The Fox Law Corporation as its lead bankruptcy counsel; and Cohne Kinghorn, PC, as its local bankruptcy counsel. TADA VENTURES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on May 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TADA Ventures, LLC. About TADA Ventures TADA Ventures, LLC owns in fee simple the Katy Commerce Center in Katy, Texas, an executive suite and business office. The property has an appraised value of $3.50 million. TADA Ventures sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31845) on April 1, 2019. At the time of the filing, the Debtor disclosed $3,523,706 in assets and $2,337,345 in liabilities. The case has been assigned to Judge David R. Jones. Corral Tran Singh LLP is the Debtor's legal counsel. TANGO TRANSPORT: NIC's Bid for Summary Judgment Partly OK'd ----------------------------------------------------------- District Judge Amos L. Mazzant granted in part and denied in part Defendants Navistar International Corporation, Navistar, Inc., and ITA Truck Sales & Service, LLC's motion for summary judgment in the case captioned CHRISTOPHER MOSER as Plan Trustee of the Trust Under the Amended Joint Plan of Liquidation of Tango Transport, LLC, et al., v. NAVISTAR INTERNATIONAL CORPORATION, et al., Civil Action No. 4:17-CV-00598 (E.D. Tex.). In October 2014, Tango Transport, LLC; Tango Logistx, LLC; Gorman Group, Inc.; Tango Truck Services, LLC; Tango Enterprises, Inc.; and GMGO, LLC sued Defendants in Louisiana state court. On or about August 20, 2015, the parties executed a Receipt, Release, and Settlement of all Claims and Indemnity Agreement ("Settlement Agreement") settling the Louisiana Litigation. The Louisiana Litigation involved the alleged sale or lease of trucks from Defendants -- those who join this motion and those who do not--to Tango. According to Tango, the trucks sold or leased by Defendants suffered extraordinary and unacceptable rates of breakdown caused by design elements of the trucks' MaxxForce engines. The Defendants to this motion are NIC, Navistar, Inc., and ITA. NIC claims it is merely a holding company and should be dismissed summarily. Navistar, Inc. manufactured the trucks at issue. ITA allegedly sold trucks to Tango. In this adversary proceeding, the Trustee seeks to avoid the Settlement Agreement and to recover Tango's claims, or the value of the claims. Defendants move for summary judgment on the following claims alleged by Tango: (1) 119 Model Year 2011 trucks; (2) breach of implied warranty of merchantability; (3) implied covenant of good faith and fair dealing; (4) negligent misrepresentation; (5) fraudulent concealment; (6) unjust enrichment; and (7) violations of unfair trade practices and consumer protection law. "The Trustee does not contest the Motion as it pertains to claims against ITA for breach of express warranty, breach of implied warranty of merchantability, and breach of the implied covenant of good faith and fair dealing. The Trustee does not contest the Motion as it pertains to claims against NIC." Accordingly, the Court GRANTS summary judgment on Tango's breach of express warranty, breach of implied warranty of merchantability, and breach of the implied covenant of good faith and fair dealing claims against ITA. Moreover, the Court grants summary judgment on all of Tango's claims against NIC. On the contested claims, Defendants argue for summary judgment on Tango's claims relating to the MY11 trucks as these trucks did not contain the allegedly defective engine. Specifically, Defendants argue that the MY11 trucks were designed to meet the 2007 Environmental Protection Agency standards, not the 2010 EPA standards alleged in the Trustee's Amended Complaint. The Trustee responds providing evidence that the trucks purchased by Tango--regardless of model year and emissions standards--experienced excessive breakdowns caused by the trucks' defective engines. The Court denies summary judgment as to Tango's claims concerning the 119 MY11 trucks as genuine issues of material facts preclude summary judgment. Defendants next argue there is no evidence to establish that Navistar, Inc. breached any express warranty to Tango. "[T]he LPLA . . . provides for a claim against a manufacturer for damages arising from a product that is unreasonably dangerous because of its nonconformity to an express warranty made by the manufacturer." The Trustee responds that Navistar, Inc. made express warranties to Tango that it would repair or replace any defective parts. The Trustee maintains the repairs and replacements did not remedy the defective engines, and only replaced defective parts with other defective parts. As a result, the Court denies summary judgment on Tango's express warranty claim against Navistar, Inc. as a genuine issue of material fact precludes summary judgment on the claim. In sum, the Court grants summary judgment on Tango's claims for breach of implied warranty of merchantability, implied covenant of good faith and fair dealing, and Louisiana consumer protection claims against Navistar, Inc. The Court further grants summary judgment on Tango's breach of express warranty, breach of implied warranty of merchantability, and breach of implied covenant of good faith and fair dealing claims against ITA. Moreover, the Court grants summary judgment on all of Tango's claims against NIC. The Court denies all other relief requested in Defendants' motion. A copy of the Court's Memorandum Opinion and Order dated Feb. 28, 2019 is available at https://bit.ly/2Yu6XvY from Leagle.com. In re Tango Transport, LLC, Plaintiff, represented by Keith William Harvey, The Harvey Law Firm, PC. Christopher J Moser, as Plan Trustee of the Trust under the Amended Joint Plan of Liquidation of Tango Transport, LLC, Plaintiff, represented by Angela J. Somers -- asomers@rctlegal.com -- Reid Collins & Tsai LLP, David Benjamin Thomas -- dthomas@rctlegal.com -- Reid Collins & Tsai, LLP, J. Benjamin King, Reid Collins & Tsai, LLP & Yonah Jaffe -- yjaffe@rctlegal.com -- Reid Collins & Tsai LLP. Navistar International Corporation, Navistar, Inc. & ITA Truck Sales & Service, LLC, Defendants, represented by James Jay Lee, Vinson & Elkins LLP, Lance Blake Williams, McCranie Sistrunk Anzelmo Hardy McDaniel & Welch, LLC, pro hac vice, Angela Nicole Offerman, Kane Russell Coleman & Logan PC, Clayton James Callen, Hartline Dacus Barger Dreyer, LLP, Jadd Fitzgerald Masso, Clark Hill Strasburger, Jeffrey Scott Patterson, Hartline Dacus Barger Dreyer, LLP, Jordan Elizabeth Jarreau, Hartline Dacus Barger Dreyer, LLP, Kevin M. Jakopchek, Latham & Watkins LLP, Michael P. Ridulfo, Kane Russell Coleman & Logan PC, P. Michael Jung, Clark Hill Strasburger, Quincy T. Crochet, McCranie Sistrunk Anzelmo Hardy McDaniel & Welch, LLC, Rebecca Lynn Petereit, Vinson & Elkins LLP & Robin M. Hulshizer, Latham & Watkins LLP. Navistar Leasing Company, Navistar Financial Corporation & Navistar Leasing Services Corporation, Defendants, represented by Michael P. Ridulfo , Kane Russell Coleman & Logan PC, Angela Nicole Offerman , Kane Russell Coleman & Logan PC, James Jay Lee , Vinson & Elkins LLP, Jordan Elizabeth Jarreau , Hartline Dacus Barger Dreyer, LLP, Lance Blake Williams , McCranie Sistrunk Anzelmo Hardy McDaniel & Welch, LLC & Rebecca Lynn Petereit , Vinson & Elkins LLP. About Tango Transport LLC Tango Transport, LLC, provides dry van and flatbed services. It offers over-the-road truckload services; and dedicated/private fleet conversion, expedited, third party logistics, heavy hauling, and brokerage services. The company also provides logistic services, including warehouse and distribution, warehouse management, inventory control, freight payment and audit, and transportation control services; and reverse logistics solutions. It serves Fortune 500 companies in the United States. The company was founded in 1991 and is based in Shreveport, Louisiana. It operates a terminal in Shreveport, Louisiana; and facilities in Sibley, Louisiana; West Memphis, Arkansas; and Madisonville, Kentucky. Tango Transport, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40642) on April 6, 2016. The petition was signed by B.J. Gorman, president of Gorman Group, Inc., sole member of the Debtor. The Debtor is represented by Keith William Harvey, Esq., at The Harvey Law Firm, P.C. The Debtor estimated assets of less than $50,000 and debts of $10 million to $50 million. On April 26, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Heller Draper Patrick Horn & Dabney, LLC, serves as counsel while Stillwater Advisory Group, LLC, serves as financial advisor. On Dec. 21, 2016, the court confirmed the Debtor's joint plan of liquidation and the plan trust agreement, which called for the appointment of Christopher J. Moser as plan trustee. TERRAVISTA PARTNERS: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------------- Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 7, objects to the disclosure statement explaining the Chapter 11 plan of According to the U.S. Trustee, the Debtor needs to explain the basis for the $12,380 in miscellaneous income, so creditors can understand if these projections have a basis in fact. The U.S. Trustee points out that the Projections also need to include payments under the Plan. The U.S. Trustee further points out that the disclosure statement does not state how the debtor will pay those administrative expenses. According to the U.S. Trustee, the Debtor states that it will pay the class 1 creditor in full with 12% interest over 54 months and the Class 3 creditors in 54 payments at 6.5%, it never states how much those payments will be, either in the text of the disclosure statement or in the projections. The U.S. Trustee complains this provision states that the debtor will pay the general unsecured creditors in full by the end of 2025. However, the proposed formula for determining the payments does not guarantee the creditors any money. About Terravista Partners Terravista Partners - Hidden Village, Ltd. conducts business under the names Hidden Village Apartments and Hidden Village Apartment Homes. It is a real estate lessor headquartered in San Antonio, Texas. Terravista Partners filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52901) on Dec. 4, 2018. The petition was signed by Philip W. Stewart, president of Terravista - Hidden Village Corporation. At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Craig A. Gargotta. The Debtor is represented by the Law Offices of William B. Kingman, P.C. Four affiliates Terravista Partners - Pecan Manor, Ltd., aka The Villas of Pecan Manor (Case No. 19-51100), Terravista Partners - Roselawn, Ltd., aka Roselawn Apartment (Case No. 19-51101), Terravista Partners - Spanish Spur, Ltd., aka Spanish Spur Apartments (Case No. 19-51104), and Terravista Partners - Westwood, Ltd., aka Westwood Plaza Apartments (Case No. 19-51105) on May 6, 2019. TITAN INTERNATIONAL: S&P Alters Outlook to Stable, Affirms B- ICR ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Quincy, Ill.-based wheel, tire, and undercarriage products manufacturer Titan International Inc. to stable from positive and affirmed all of its ratings on the company, including the 'B-' issuer credit rating. At the same time, S&P affirmed its 'B-' issue-level rating on Titan's senior secured notes and revised the recovery rating to '4' from '3' to reflect its expectation that the company will upsize its asset-based lending (ABL) facility, which would increase the total amount of priority debt. Although demand for agricultural equipment was weak during the beginning of the year, the stable outlook reflects S&P's forecast that Titan's leverage will remain in the 5.5x-6.0x range in 2019. In addition, although it expect the company's free cash flow to be negative in 2019, S&P forecasts that the company's cash flow will improve to about breakeven in 2020. S&P also believes Titan's sources of liquidity will be approximately equal to its liquidity uses over the next four quarters, though the rating agency notes that the company does not face any significant near-term debt maturities until 2022. Still, given Titan's lack of free cash flow generation and the incremental calls on its cash due to the recent put option settlement, S&P has revised its assessment of the company's liquidity to less than adequate from adequate. The stable outlook on Titan reflects S&P's expectation that the company will benefit from the release of pent-up demand for agricultural investment in North America, leading it to exhibit steady financial performance over the next 12 months. "We could lower our rating on Titan if its free cash flow will be more negative than we currently forecast over the next 12 months, pressuring its liquidity. This could occur, for example, if its financial performance is softer than expected because of weak agriculture equipment investment amid tariff-related uncertainty," S&P said, adding that it could also downgrade the company if the ABL facility is not upsized to $125 million as the rating agency currently anticipates. "We could raise our ratings on Titan over the next 12 months if the company's operating performance is stronger than we expect and it generates significantly positive free cash flow, strengthening its liquidity position. We would also expect the company to maintain an S&P-adjusted debt-to-EBITDA metric of less than 6.5x," S&P said. TLC CONSTRUCTION: Hires Koenig Dunne PC as Attorney --------------------------------------------------- TLC Construction, L.L.C., seeks authority from the U.S. Bankruptcy Court for the District of Nebraska to employ Koenig Dunne PC LLO, as attorney to the Debtor. TLC Construction requires Koenig Dunne PC to: a. give the Debtor legal advice with respect to his powers and duties as Debtor-in-possession; b. prepare the necessary schedules and Plan; and c. perform any and all other legal services for the Debtor which may be necessary herein. Koenig Dunne PC will be paid at the hourly rate of $205. Koenig Dunne PC will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick M. Patino, a partner at Koenig Dunne PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Koenig Dunne PC can be reached at: Patrick M. Patino, Esq. KOENIG DUNNE, PC, LLO 1266 South 13th Street Omaha, NE 68108-3502 Tel: (402) 346-1132 E-mail: patrickp@koenigdunne.com About TLC Construction TLC Construction, L.L.C., based in Plattsmouth, Nebraska, provides commercial and residential excavating contractor services including land clearing and dirt work. TLC Construction, based in Plattsmouth, NE, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80712) on May 8, 2019. In the petition signed by Cassandra Boyle, member-manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Thomas L. Saladino oversees the case. Patrick M. Patino, Esq., at Koenig Dunne PC LLO, serves as bankruptcy counsel. TOTAL FINANCE: Seeks to Extend Exclusive Filing Period to Sept. 11 ------------------------------------------------------------------ Total Finance Investment Inc. asked the U.S. Bankruptcy Court for the Northern District of Illinois to extend the period during which the company and its affiliated debtors have the exclusive right to file a Chapter 11 plan through Sept. 11, and to solicit acceptances for the plan through Nov. 12. The companies said they need additional time to continue discussions with their major stakeholders on their proposed reorganization plan, which they expect to be confirmed before the expiration of the exclusivity periods. A court hearing to consider confirmation of the plan is scheduled for June 12. The companies are also awaiting the court's ruling on their motion to determine their entitlement to certain sales tax credits. In the court filing, the companies argued that the value of those claims is in excess of $10 million. The Illinois Department of Revenue, however, denied the claims and objected to the motion. A resolution of the dispute with the agency could result in a significant cash infusion to the bankruptcy estate, according to the companies. While the proposed plan is confirmable and is projected to provide payment in full to all unsecured creditors, the companies believe a resolution with the agency may hasten distributions and increase support for the plan. About Total Finance Investment Founded in 2000, Total Finance Investment and its subsidiaries -- http://www.totalfinance.net/-- are operators of buy-here, pay-here (BHPH) used automobile dealership in Illinois and in the greater Chicagoland area. The Company sold used vehicles at their dealership locations, provided financing to customers to facilitate their purchase of the Company's vehicles and certain add-on products, and operated an independent insurance broker through which the Company helped their customers secure automobile insurance coverage from third-party insurance providers. Total Finance Investment Inc. and 6 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 19-03734) on Feb. 13, 2019. The Debtors estimated $100 million to $500 million in assets $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carol A. Doyle oversees the case. The Debtors tapped Sidley Austin LLP as bankruptcy counsel; Togut, Segal & Segal LLP as special counsel; Development Specialists, Inc., as interim management services provider; Portage Point Partners, LLC, as financial advisor; Keefe, Bruyette & Woods and Miller Buckfire & Co., LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. TRACEY BARON: D. Deem's Partial Summary Ruling Bid Partly OK'd -------------------------------------------------------------- Senior District Judge David Sam denied in part and grants in part Plaintiff's Motion for Partial Summary Judgment Relating to Certain Tort and Statutory Violation Issues in the case captioned DARRELL L. DEEM, et. al., Plaintiffs, v. TRACEY BARON, et. al., Defendants, No. 2:15-CV-00755-DS (D. Utah). The court also denies Plaintiffs' claims for defamation, licensing violations, tax code violations, and Unlawful Practices Act. The court grants only Plaintiffs' claim with respect to loan disclosure violations. In 2009, the Plaintiffs and the Defendants began working together on real estate investments. The Plaintiffs provided funds and the Defendants performed the ground work. The relationship began to deteriorate in 2015 due to a number of disagreements. The Plaintiffs filed suit in 2015. The Defendants filed a counterclaim in 2017. In this motion for summary judgment, the Plaintiffs "seek partial summary judgment on the tort issues of Defamation, Interference with Economic Relations and Abuse of Process." Although Plaintiffs allege that Defendants asserted these three claims as counterclaims, Defendants point out that there is currently no claim before the court for interference with economic relations. Although the plaintiffs do not seek relief on other grounds in their motion, they do brief a number of other claims and defenses: (1) rent skimming, (2) licensing violations, (3) tax code violations, (4) loan disclosure violations, (5) bankruptcy violations, and (6) violations of the Fair Debt Collection Act. The Defendants have withdrawn the rent skimming, bankruptcy, and Fair Debt Collection Act claims, so the court will not address those claims. As to the remaining claims, the Defendants first argue that the Plaintiffs' motion fails to comply with the governing rules for identifying and arguing undisputed material facts. Second, the Defendants argue that the Plaintiffs failed to establish an undisputed fact record on which to base summary judgment. Finally, the Defendants argue that the Plaintiffs have not adequately met the requirements and are therefore not entitled to summary judgment as a matter of law. The Defendants allege in their counterclaim that their contracts with the Plaintiffs are void because they were made in violation of Oregon Revised Statutes Ann. section 86A.103. The Plaintiffs suggest that they are briefing a no-evidence motion on the licensing issue. They admit that they are not licensed mortgage brokers, and thus contend that no facts are in dispute concerning this claim. The Plaintiffs base their licensing discussion on purported assertions of fact, however, not on "no evidence." They concede they are not licensed brokers. But then they allege that they "do not have any expectation of compensation," that they "do not handle mortgage type loans," that they "are not in the business of making loans secured by an interest in real estate," that they "do not maintain a place of business within the state of Oregon and do not solicit borrowers in the state," that they "used their own funds for their own investments and are not engaged in the business of making loans secured by an interest in real estate." The Defendants point out that this is not a "no-evidence" motion. This is a motion based on alleged facts for which there is no support given in the Plaintiffs' statement of facts. Also, the Plaintiffs concede facts that show an absence of an undisputed fact record: they say they were involved in "two loans that were secured" and three instances where David Law received a small payment for work he did incident to loan creation." The Plaintiffs have themselves created a fact dispute and are in effect advancing trial argument. The Defendants' Opposition is particularly persuasive regarding the motion's failure to comply with governing rules. The Defendants correctly state that the motion fails to cite with "particularity." Plaintiffs' statement of undisputed material facts consists of only eight facts -- four of which are unsupported by any evidentiary citation. The other facts refer generally with no "particularity" in citation as required by the rule. Moreover, at first blush the motion seems to rely on those eight "undisputed material facts" yet Plaintiffs cite and discuss other items of evidence throughout the discussion. It is unclear which facts Plaintiffs rely on throughout the motion. This falls short of the summary judgment standard which requires that "the movant must identify specific issues and demonstrate the absence of evidence." Moreover, the record remains "full of fact disputes on every major point" as previously stated in this Court's Memorandum Decision and Order denying Plaintiffs' previous Motion for Summary Judgment. The motion and opposition are themselves filled with factual disputes. Rule 56(a) states: "The court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." The law can only be applied once the facts are found. Plaintiffs' motion fails to meet this standard with regards to the Licensing claim. In their opposition to the summary judgment motion, Defendants address only the arguments regarding the Hilltop transaction, which leads the court to conclude that Defendants concede that the disclosure laws do not apply to any of the other loans. And regarding the Hilltop transaction, Defendants simply state that "the plaintiffs loaned money to defendants in connection with a transaction for the purchase and sale of the Baron family household but did not give disclosures in connection therewith." Although the Joint Venture Agreement does say that Tracey and Michelle Baron would occupy the home as their primary residence, the stated purpose of the joint venture agreement was "facilitating a mutually beneficial venture opportunity under which the parties will cooperate to purchase and rehabilitate/remodel residential properties as well as subdivide land where possible for their mutual benefit." This was clearly a joint business transaction, and not a "consumer credit transaction," which by definition is "any transaction in which credit is offered or extended to an individual for personal, family, or household purposes." The court grants the Motion for Summary Judgment with respect to the Loan Disclosures claim. A copy of the Court's Memorandum Decision and Order dated Feb. 27, 2019 is available at https://bit.ly/2VsRcn6 from Leagle.com. Darrell L. Deem, an individual and on behalf of his Roth IRA #14459, David G. Law, an individual and on behalf of his Roth IRA #11396, DJ Property Solutions, a Utah limited liability company, Deem Realty Funding, Deem Investment Company & Janine Law, Plaintiffs, represented by Steven W. Shaw -- steve@shawlaw.biz -- CANNON LAW ASSOCIATES. Tracey Baron, an individual, Michelle Baron, an individual, Turning Leaf Homes, an Oregon limited liability company, RenX Group, an Oregon limited liability company, Big Blue Capital, Turning Leaf Advisors, RenX Group II & Crimson Investment Group, Defendants, represented by Brian W. Steffensen -- bsteffensen@amcutah.com -- STEFFENSEN LAW OFFICE. Big Blue Capital, Tracey Baron, an individual, Turning Leaf Homes, an Oregon limited liability company, Michelle Baron, an individual, Turning Leaf Advisors, Crimson Investment Group, RenX Group, an Oregon limited liability company & RenX Group II, Counter Claimants, represented by Brian W. Steffensen, STEFFENSEN LAW OFFICE. DJ Property Solutions, a Utah limited liability company, Darrell L. Deem, an individual and on behalf of his Roth IRA #14459, Deem Investment Company, Deem Realty Funding, David G. Law, an individual and on behalf of his Roth IRA #11396 & Janine Law, Counter Defendants, represented by Steven W. Shaw, CANNON LAW ASSOCIATES. TRANSOCEAN SENTRY: Moody's Rates New $500MM Secured Notes 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Transocean Sentry Limited's (a wholly owned indirect subsidiary of Transocean Inc.) proposed $500 million senior secured notes due 2023 (Sentry Notes). The proceeds from the notes issuance will be used for general corporate purposes and to fund a debt service reserve account. Concurrently, Moody's affirmed Transocean Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, Caa1 rating on the priority guaranteed senior unsecured notes and Caa2 senior unsecured notes rating. Moody's also affirmed the B1 rating on Transocean Guardian Limited's 2024 notes (Guardian notes), Transocean Pontus Limited's 2025 notes (Pontus notes) and Transocean Poseidon Limited's 2027 notes (Poseidon Notes). Moody's affirmed Transocean's SGL-1 Speculative Grade Liquidity Rating. The rating outlook remains negative. The Sentry Notes will be secured by a first lien interest in the harsh environment rigs Transocean Equinox and Transocean Endurance and all amounts due under their long term contract with Equinor ASA (Equinor, Aa3 stable). The Transocean Equinox and Transocean Endurance have been under contract with Equinor since December 2015 and the contracts will end in December 2022 and June 2023 respectively. "There are modest signs of recovery in the offshore drilling sector, but the recovery is not sufficient yet for Transocean to reduce its debt burden and moderate its high financial leverage," commented Sreedhar Kona, Moody's Senior Analyst. "The company's high debt burden and still unclear path to an improvement in financial leverage is reflected in the negative outlook." Debt List: Assignments: Issuer: Transocean Sentry Limited Gtd. Senior Secured Notes, Assigned B1 (LGD2) Affirmations: Issuer: Transocean Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD2) Senior Unsecured Notes (PGNs), Affirmed Caa1 (LGD4) Senior Unsecured Notes, Affirmed Caa2 (LGD5) from (LGD6) Speculative Grade Liquidity Rating, Affirmed SGL-1 Issuer: Transocean Guardian Limited Senior Secured Notes, Affirmed B1 (LGD2) Issuer: Transocean Pontus Limited Senior Secured Notes, Affirmed B1 (LGD2) Issuer: Transocean Poseidon Limited Senior Secured Notes, Affirmed B1 (LGD2) Outlook Actions: Issuer: Transocean Inc. Outlook, Remains Negative Issuer: Transocean Guardian Limited Outlook, Remains Negative Issuer: Transocean Pontus Limited Outlook, Remains Negative Issuer: Transocean Poseidon Limited Outlook, Remains Negative Issuer: Transocean Sentry Limited Outlook, Assigned Negative RATINGS RATIONALE The Sentry Notes are rated B1 (same as the Guardian Notes, the Pontus Notes and the Poseidon Notes), two notches above the B3 CFR. The rating is one notch below the revolver's Ba3 rating because of its security interest in only two drillships and the cash flow generated from their drilling contracts, and the potential for any residual claims from these Notes to become subordinated to secured claims at Transocean, which has provided unsecured guarantee to these notes. The Ba3 rating on Transocean's revolving credit facility reflects its superior position in Transocean's capital structure relative to the guaranteed unsecured notes and the unsecured notes, given its security interest in seven of Transocean's rigs and strong collateral cushion in the form of a 2.00x collateral coverage ratio covenant requirement. The Caa1 rating on PGNs, reflects the secured debt which the PGNs are subordinated to and the PGNs priority claim to the unsecured notes to which PGNs are senior, because of the guarantees from Transocean's intermediate holding company subsidiaries, effectively giving these notes a priority claim to the assets held by Transocean's operating and other subsidiaries. Transocean's remaining senior unsecured notes are rated Caa2, or two notches below the B3 CFR, reflecting their lack of security or subsidiary guarantees. Transocean's B3 CFR reflects the company's very high financial leverage which could worsen unless there is more improvement in offshore drilling activity, and its improving contracted revenue backlog through acquisitions and new contracts, albeit at lower dayrates and margins. The company is obligated to spend approximately $1.6 billion through 2021 to take the delivery of four rigs under construction, three of which currently do not have a drilling contract. Transocean announced in December 2018 the signing of a new five-year drilling contract for one of the rigs under construction with Chevron USA, Inc., a subsidiary of Chevron Corporation (Aa2 stable). The drilling contract has an estimated backlog of approximately $830 million and is scheduled to begin in the second half of 2021. Transocean benefits from its superior revenue backlog of $12.1 billion, and the company's efforts to maintain high levels of revenue efficiency, reduce operating costs, address debt maturities and enhance operational utilization of its active rigs. The company's very good liquidity and the absence of significant near-term maturities mitigate default risk notwithstanding the high financial leverage. Moody's expects Transocean to maintain very good liquidity as reflected in its SGL-1 rating, because of its sizable cash balance and borrowing availability under its credit facility. Pro forma the issuance of Sentry notes, the company would have had approximately $2.3 billion of unrestricted cash on the balance sheet at the end of the first quarter 2019 and full availability under its $1.36 billion senior secured revolving credit facility, which Moody's expects will remain undrawn through mid-2020. The credit agreement contains several financial covenants including maximum debt to capitalization ratio of 0.60:1.00, minimum liquidity of $500 million, minimum guarantee coverage ratio of 3.00x and minimum collateral coverage ratio of 2.00x. Moody's expects the company will remain in compliance with its covenant requirements. Operating cash flow and balance sheet cash should sufficiently cover the capital expenditures and debt maturities through mid-2020. Capital spending should be moderate until 2021 when Transocean needs to spend about $600 million to take the delivery of one of the completed drillships at the Jurong shipyard. The company has undertaken six secured notes issuances since October 2016, each secured by a newly constructed drillship, allowing the company to preserve cash during an extended market trough. Asset sales, while challenging, given the market conditions for offshore drilling rigs, can be used to raise cash since some of the company's assets are unencumbered. The rating outlook is negative, reflecting the continued oversupply of deepwater and ultra-deepwater rigs. The outlook could be changed to stable if further signs of offshore recovery are sustained and translate into a strengthening of Transocean's backlog from more profitable contracts, stable EBITDA and less negative free cash flow. The ratings could be downgraded if interest coverage (EBITDA/Interest) approaches 1x. A material loss of backlog, significant negative free cash flow or weakening of liquidity could also pressure the ratings. An upgrade is unlikely in the near term, given Moody's expectations of continuing weak industry conditions and high financial leverage. If Transocean can achieve sequential increases in EBITDA in an improving offshore drilling market while maintaining good liquidity and the company's interest coverage exceeds 2x, an upgrade could be considered. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Transocean Inc. is a wholly-owned subsidiary of Transocean Ltd., a leading international offshore drilling contractor operating in every major offshore producing basin around the world. TRANSOCEAN SENTRY: S&P Rates New Private $500MM Sec. Notes 'B+' --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '1' recovery rating to the proposed $500 million of senior secured notes due 2023 that will be issued by Transocean Sentry Ltd, a Cayman Islands indirect subsidiary of offshore drilling contractor Transocean Ltd. The '1' recovery rating on the notes indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) for creditors in a payment default. The notes are secured by the harsh environment semi-submersible drilling rigs Transocean Endurance and Transocean Equinox, which are under long-term contract with Equinor Energy ASA through June 2023 and December 2022, respectively, currently at above market dayrates of $488,000. The notes are fully and unconditionally guaranteed by parent companies Transocean Inc. and Transocean Ltd. and their collateral rig-owning subsidiaries. S&P expects the company to use the proceeds from these notes for general corporate purposes, including the repayment of upcoming debt maturities in 2020-21. S&P has also affirmed its 'B+' issue-level rating on Transocean's existing secured debt (including the company's secured credit facility), its 'B' issue-level rating on the company's unsecured debt with subsidiary guarantees, and its 'B-' issue-level rating on the company's unsecured debt without guarantees, although it is revising the recovery rating on the unsecured debt to '3' from '4' based on a higher estimate of enterprise value. All of S&P's other ratings remain unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P values the company on a discrete asset-value basis based on its net book value and its estimated valuation for the company's fleet. -- S&P estimates that for the company to default it would require a sustained period of minimal demand for offshore contract drilling services. This would likely occur due to sustained low oil prices or a permanent shift away from offshore resources and toward onshore resources. -- S&P bases its recovery analysis on a net enterprise value for Transocean (net of 7% administrative expenses) of about $8.2 billion. In S&P's view, the company's creditors would realize greater value through a reorganization of the company rather than through a liquidation of its assets. -- S&P's analysis assumes the company's secured credit facility has a first-priority security interest in the Invictus, Inspiration, Asgard, Barents, and Spitsbergen, Dhirubhai Deepwater KG2 and Skyros rigs, and that its secured notes have a first-priority security interest in the Proteus, Thalassa, Conqueror, Pontus, and Poseidon drillships, and the Encourage, Enabler, Equinox and Endurance harsh environment rigs. Parent companies Transocean Inc. and Transocean Ltd. guarantee the credit facility and secured notes other than the notes that are secured by the Conqueror. -- With regard to Transocean's unsecured debt with subsidiary guarantees, S&P's recovery expectations numerically exceed 90%, but it caps the recovery rating on unsecured debt for companies in the 'B' rating category at '2', indicating its anticipation of substantial recovery (70%-90%) of principal. S&P caps the rating to reflect the heightened risk that additional priority or pari passu debt will be added along the path to default. -- S&P assumes the company's secured debt is senior in right of payment relative to its unsecured debt without guarantees with respect to its other non-pledged assets (other than Global Marine Inc.). -- Notes issued by Global Marine Inc. do not benefit from guarantees and S&P bases its recovery analysis for the notes on its assessment of recovery value at the subsidiary in a hypothetical default scenario. Simulated default assumptions: -- Simulated year of default: 2021 -- Jurisdiction (Rank A): Although Transocean Ltd. is headquartered in Switzerland, S&P believes it would most likely file for bankruptcy protection or restructure under the U.S. bankruptcy code given its nexus in the U.S. -- Transocean's $1.36 billion revolving credit facility (which matures in 2023) is 60% utilized, with total outstanding borrowings (including six months' interest) at the time of S&P's hypothetical default of about $840 million. S&P's 60% assumption is in accordance with its general guidelines for asset-backed lending facilities. Simplified waterfall: -- Net enterprise value (after 7% bankruptcy administrative costs): $8.2 billion -- Secured first-lien debt at hypothetical default (including the credit facility and secured notes): $3.8 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $4.4 billion -- Senior unsecured debt (with subsidiary guarantees): $2.6 billion -- Recovery expectations: 70%-90% (rounded estimate: 85%) -- Total value available to subordinated unsecured claims: $1.8 billion -- Senior subordinated unsecured debt: $3.7 billion -- Recovery expectations: 50%-70% (rounded estimate: 50%) Simplified waterfall (Global Marine): -- Net enterprise value (after 7% administrative costs): $15 million -- Senior unsecured debt: $310 million -- Recovery expectations: 0%-10% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. Ratings List Transocean Ltd. Corporate Credit Rating B-/Negative/-- Ratings Affirmed; Recovery Rating Unchanged Transocean Inc. Senior Unsecured B Recovery Rating 2(85%) Transocean Inc. Transocean Phoenix 2 Ltd Transocean Pontus Ltd Transocean Poseidon Ltd Transocean Proteus Ltd. Transocean Guardian Ltd Senior Secured B+ Recovery Rating 1(95%) Global Marine Inc. Senior Unsecured Local Currency CCC Recovery Rating 6(5%) Ratings Affirmed; Recovery Rating Revised To From Transocean Inc. Senior Unsecured B- B- Recovery Rating 3(50%) 4(45%) New Rating Transocean Sentry Ltd Senior Secured US$500 mil nts due 2023 B+ Recovery Rating 1(95%) TRAVERSE MIDSTREAM: S&P Alters Outlook to Negative, Affirms B+ ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook on Traverse Midstream Partners LLC to negative from stable and affirmed its 'B+' issuer credit rating on the company. S&P affirmed its 'B+' issue-level rating, with a recovery rating of '4', on Traverse's senior secured term loan B. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; rounded estimate: 45%) in the event of a payment default. S&P's 'B+' issuer credit rating on Traverse reflects the differentiated credit quality between the company and its investees, Rover Pipeline LLC (35% interest) and Ohio River System LLC (25% interest). Traverse does not have other substantive assets and relies on distributions from the two investees to service its $1.43 billion term loan B and $50 million revolving credit facility (unrated). Therefore, S&P's analysis of Traverse's credit profile incorporates cash flow stability of Rover and Ohio River, Traverse's financial ratios, the company's ability to influence the investees' financial policies, and its ability to liquidate investments in both entities. S&P forecasts Traverse's EBITDA interest coverage ratio of about 1.7x-1.9x during the next two years, which caps its rating on the company at 'B+'. The negative outlook on Traverse reflects S&P's expected average debt to EBITDA ratio of about 8.4x in 2019 and 2020, and less than adequate liquidity assessment due to an increase in expected capital costs to complete the Rover Project. The rating agency forecasts Traverse's interest coverage ratio of 1.75x in 2019. "We could lower the ratings if the company's leverage increased to above 8.5x on a sustained basis, or if interest coverage declined to below 1.75x. This could occur due to the deterioration of distributions from Rover and Ohio River System, and the default of a major counterparty," S&P said, adding that it could lower its ratings if Traverse maintains a substantial deferred balance under the capital contributions agreement with Rover. "We could change the outlook to stable if leverage decreased to 8.0x or below and EBITDA interest coverage was in the range from 1.75x to 2x on a sustained basis," S&P said. TRIANGLE PETROLEUM: Hires Epiq as Claims and Noticing Agent ----------------------------------------------------------- Triangle Petroleum Corporation seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC, as claims and noticing agent to the Debtor. Triangle Petroleum requires Epiq to: (a) assist the Debtor with the preparation and distribution of all required notices and documents in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and/or the Court, including: (i) notice of any claims bar date, (ii) notice of any proposed sale of the Debtor's assets, (iii) notices of objections to claims and objections to transfers of claims, (iv) notices of any hearings on a disclosure statement and confirmation of any plan of reorganization, including under Bankruptcy Rule 3017(d), (v) notice of the effective date of any plan, and (vi) all other notices, orders, pleadings, publications and other documents as the Debtor, Court, or Clerk may deem necessary or appropriate for an orderly administration of this chapter 11 case; (b) maintain an official copy of the Debtor's schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), listing the Debtor's known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain an electronic platform for purposes of filing proofs of claim; (i) maintain the official claims register (the "Claims Register") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with a certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the address for payment, if different from the notice address; (v) the amount asserted, (vi) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vii) any disposition of the claim; (j) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (k) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims; (l) record all transfers of claims and provide any notices of such transfers as required by the Bankruptcy Code; (m) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (n) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review upon the Clerk's request); (o) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (p) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (q) assist in the dissemination of information to the public and respond to requests for administrative information regarding this chapter 11 case as directed by the Debtor or the Court, including through the use of a case website and/or call center; (r) monitor the Court's docket in this chapter 11 case and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (s) if this chapter 11 case is converted to a case under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the case; (t) thirty (30) days prior to the close of this chapter 11 case, to the extent practicable, request that the Debtor submit to the Court a proposed order dismissing Prime Clerk as claims, noticing, and solicitation agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of this chapter 11 case; (u) within seven (7) days of notice to Prime Clerk of entry of an order closing this chapter 11 case, provide to the Court the final version of the Claims Register as of the date immediately before the close of the case; (v) at the close of these chapter 11 cases: (i) box and transport all original documents, in proper format, as provided by the Clerk, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154, or (B) any other location requested by the Clerk; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims; Prime Clerk will be paid at these hourly rates: Director of Solicitation $215 Solicitation Consultant $190 COO and Executive VP No charge Director $160-$190 Case Managers $70-$165 IT/Programming $65-$85 Clerical/Admin Support $25-$45 Epiq will be paid a retainer in the amount of $10,000. Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Hunt, partner of Epiq Corporate Restructuring, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Epiq can be reached at: Brian Hunt EPIQ CORPORATE RESTRUCTURING, LLC 777 3rd Ave., 12th Floor New York, NY 10017 Tel: (212) 225-9200 About Triangle Petroleum Corp Triangle Petroleum Corporation -- http://www.trianglepetroleum.com/ -- is an independent energy company with a strategic focus in the Williston Basin of North Dakota. Its operations are conducted through wholly-owned non-debtor subsidiaries and other affiliated non-debtor entities. Triangle Petroleum, based in Denver, CO, filed a Chapter 11 petition (Bankr. D. Del. Case No. 19-11025) on May 8, 2019. In the petition signed by CEO Ryan D. McGee, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mary F. Walrath oversees the case. The Debtor hired PAUL WEISS RIFKIND WHARTON & GARRISON LLP as bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP as co-counsel; DEVELOPMENT SPECIALISTS INC. as financial advisor; and EPIQ CORPORATE RESTRUCTURING LLC, as claims and noticing agent. TROIANO TRUCKING: Hires Accounting Solutions as Accountant ---------------------------------------------------------- Troiano Trucking, Inc., and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Accounting Solutions, Inc., as accountant to the Debtors. Troiano Trucking requires Accounting Solutions to: -- prepare or assist in the preparation of periodic financial reports, monthly operating reports for submission to the U.S. Trustee; and -- prepare projections and provide financial advice to the Debtors. Accounting Solutions will be paid at these hourly rates: Accountants $150 Staffs $40 Accounting Solutions will also be reimbursed for reasonable out-of-pocket expenses incurred. Philip Johnnene, a partner of Accounting Solutions, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Accounting Solutions can be reached at: Philip Johnnene ACCOUNTING SOLUTIONS, INC. 342 Shrewsbury Street Worchester, MA 01604 Tel: (508) 753-3532 About Troiano Trucking Troiano Trucking, Inc. -- http://www.troianotrucking.com/-- is a privately held company in Grafton, Mass., in the waste hauling business. The company maintains a fleet of four trucks, which allows it to service its customers with removal of bakery waste, rubbish, demolition materials and recyclables. It serves construction companies, roofing companies, bakeries and individual home owners. Troiano Realty, LLC, is a real estate lessor whose principal assets are located at 109 Creeper Hill Road, North Grafton, Mass. The property is valued at $1.48 million based on tax valuation assessment method. Troiano Trucking and Troiano Realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 19-40656) on April 23, 2019. At the time of the filing, Troiano Trucking estimated assets and liabilities of between $1 million and $10 million. Troiano Realty disclosed $1,485,000 in assets and $4,220,210 in liabilities. TUTOR PERINI: Moody's Lowers CFR to B1, Outlook Remains Stable -------------------------------------------------------------- Moody's Investors Service downgraded Tutor Perini Corporation's corporate family rating to B1 from Ba3, its probability of default rating to B1-PD from Ba3-PD, and its senior unsecured notes rating to B2 from B1. At the same time, Moody's affirmed Tutor Perini's Speculative Grade Liquidity Rating of SGL-3. The outlook is stable. "The downgrade of Tutor Perini's rating reflects the company's challenges in controlling its unbilled receivables and collecting payment on its billed receivables for the construction work it has completed, which has led to relatively weak and inconsistent free cash flow," said Michael Corelli, Moody's Vice President -- Senior Credit Officer and lead analyst for Tutor Perini Corporation. Downgrades: Issuer: Tutor Perini Corporation Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: Tutor Perini Corporation Outlook, Remains Stable Affirmations: Issuer: Tutor Perini Corporation Speculative Grade Liquidity Rating, Affirmed SGL-3 RATINGS RATIONALE Tutor Perini's B1 corporate family rating is supported by its moderate leverage, ample interest coverage, good market position, meaningful scale and diversity across a number of US non-residential building and civil infrastructure construction markets, and near term revenue visibility due to favorable booking trends and a record project backlog. However, its rating is constrained by its relatively thin margins, low funds from operations as a percentage of its outstanding debt, inconsistent free cash flow generation, high level of unbilled receivables and significant exposure to fixed-price construction contracts. The company is also exposed to contingent risks associated with periodic contract disputes and the possibility of further write-downs as it pursues past due payments. Tutor Perini's revenues declined for the second consecutive year in 2018 to $4.5 billion from $4.8 billion in 2017 and $5.0 billion in 2016, due to reduced project volumes in its Building and Specialty Contractors segments. Its revenues weakened further in the first quarter of 2019 due to the timing of new projects and adverse weather conditions. However, its operating performance strengthened due to a larger mix of higher margin Civil segment construction projects and the absence of a prior-year pre-tax charge of $17.8 million related to an unexpected arbitration decision. This was tempered by a weak performance in the Building segment due to reduced project activity and the Specialty Contractors segment resulting from unfavorable closeout adjustments of $13.6 million. Tutor Perini's operating performance could improve in 2019 since it has a strong backlog of orders and a good project pipeline. Its backlog rose to a new record high of $11.6 billion as of March 2019, which was 37.5% higher than this time last year. However, its operating performance is likely to remain somewhat volatile depending on the timing of projects in its backlog and the potential for additional adjustments as it focuses on collecting cash from its aged receivables. Therefore, Moody's expects the company to produce adjusted EBITDA in the range of $275 million to $325 million versus $284 million in 2018. Tutor Perini's free cash flow generation continues to be limited by working capital investments resulting from slow paying customers, client driven delays in billing for out of scope work, and the time lag on recoveries on approved change orders. The company has attributed some of its cash collection issues to the slow process of getting paid by government agencies and the extensive approvals required for change orders with these customers. These issues have resulted in Tutor investing more than $1.6 billion in working capital and caused its unbilled receivables balance to skyrocket to $1.17 billion in March 2019 from $116 million in December 2008. The company produced negative free cash flow of $85 million in 2018 and $142 million in the first quarter of 2019 as it invested $311 million in working capital over the past five quarters. The company could still generate positive free cash flow in 2019 since the first quarter is a weak seasonal cash flow period and cash collections remain a priority, but the magnitude will continue to be influenced by working capital inefficiencies and potential settlements on aged receivables. The company's inability to consistently generate free cash flow has resulted in its outstanding debt increasing to about $900 million (adjusted debt of $1.3 billion) in March 2019 from $760 million in December 2016. However, its credit metrics have remained relatively stable as Moody's pension adjustment has declined by about $200 million due to lower multiemployer pension plan contributions. Its leverage ratio should remain relatively stable in 2019 at around 4.0x (Debt/EBITDA) and its interest coverage (EBITA/Interest Expense) near 2.8x. These metrics will be supportive of the current rating, but its cash flow metrics may remain weak. Tutor Perini's SGL-3 liquidity rating reflects its adequate, although somewhat weak near term liquidity based on the risks inherent in the engineering & construction industry. The company had an unrestricted cash balance of $101 million as of March 2019, which included about $64 million of its portion of joint venture cash balances that are only available for joint venture-related uses. The company also had $169 million of availability under its committed bank credit facility, which had $182 million of borrowings outstanding. Therefore, the company's total liquidity (excluding JV cash) was only about $206 million, which is somewhat weak but should improve as the year progresses since the first quarter is a seasonally weak cash flow quarter. However, its liquidity has declined substantially from $445 million in December 2017 due to negative free cash flow of $228 million over the past five quarters. The stable outlook reflects the expectation that Tutor Perini's operating results will moderately improve and it will produce positive free cash flow over the next 12 to 18 months. Upward pressure on Tutor's ratings is unlikely in the intermediate term given its track record of inconsistent free cash flow and its exposure to competitive industry dynamics and fixed price contracts. Positive rating pressure could develop if the company materially strengthens its liquidity position, substantially reduces its unbilled receivables, sustains funds from operations at more than 20% of its outstanding debt, its leverage ratio is maintained below 4.0x, and it consistently generates free cash flow. Tutor Perini could face a downgrade if its consolidated EBITA margin declines below 4.0%, or it sustains funds from operations below 15% of outstanding debt or a leverage ratio above 5.0x. Downward rating pressure could also develop if it fails to generate free cash flow or its liquidity continues to weaken. Tutor Perini Corporation is headquartered in Sylmar, California and provides general contracting, construction management and design-build services to public and private customers primarily in the United States. Tutor Perini's revenues for the trailing twelve months ended March 31, 2019 was $4.4 billion and its backlog was $11.6 billion. The company reports its results in three segments: Civil (41% of 2018 revenues; 56% of backlog) is engaged in public works construction including the repair, replacement and reconstruction of highways, bridges and mass transit systems; Building (39%; 26%), which handles large projects in the hospitality and gaming, sports and entertainment, education, transportation and healthcare markets; Specialty Contractors (20%; 18%) provides mechanical, electrical, plumbing and heating installation services. UBALDO JUAREZ: Court Junks Creditors' Bid for Stay Pending Appeal ----------------------------------------------------------------- Bankruptcy Judge Brenda Moody Whinery denied Creditors Edgar Todeschi and Georgina Ponce's motion for stay pending appeal in the bankruptcy case captioned In re: UBALDO JUAREZ, Chapter 11 Proceedings, Debtor, Case No. 0:17-bk-06277-BMW (Bankr. D. Ariz.). An appellant moving for a stay pending appeal must show that: (1) he is likely to succeed on the merits of his appeal; (2) he will suffer irreparable injury absent a stay; (3) a stay will not substantially injure other interested parties; and (4) a stay will not harm the public interest. In the Motion for Stay, the Creditors reiterate many of the same section 1129(a) and (b) objections they raised during the confirmation proceedings. The objections were either waived, as noted above, or were considered as part of the evidentiary hearing. The Court considered the Amended Plan and determined that, as modified, the Plan met the conditions for confirmation, and thus confirmed the Amended Plan. The Court's decision to confirm the Amended Plan was based on the totality of the record in this case, including the findings of fact and conclusions of law set forth in its Ruling & Order. The Court's decisions to apply the law of the case doctrine and to confirm the Amended Plan will be reviewed for abuse of discretion. Furthermore, the Court's findings of fact will be reviewed for clear error. Given the applicable standards of review and absence of any asserted unsettled issues of law, the Court finds that the Creditors are unlikely to succeed on the merits of their appeal. The Creditors also argue that a limited stay could be imposed that would allow the Debtor to commence payments to taxing authorities, secured creditors, and potentially Debtor's counsel, that would therefore impose little or no injury on others. Such a stay would have the effect of allowing plan payments to commence to all classes except the general unsecured class. The Creditors fail to recognize that they are not the only creditors in the general unsecured creditor class, and other general unsecured creditors would be unnecessarily harmed by delayed distributions. It is also unclear what the benefit of such a limited stay would be, and the limited stay as proposed could cause significant confusion in implementation. In this case, a stay pending the resolution of the Creditor's appeal would contravene the public policy of ensuring the speedy and inexpensive resolution of bankruptcy cases. This relatively straightforward individual Chapter 11 case has been pending for more than twenty months. During those twenty months, the Creditors were afforded, and took advantage of, numerous opportunities to assert their rights and present their objections to confirmation of the Debtor's proposed plans. The Creditors are now exercising their appellate rights. The Effective Date, however, need not be delayed to the detriment of the Debtor and other creditors until such time as the Creditors' appeal is finally resolved. Injustice will not result if the Court declines to impose a stay; sufficient relief can be fashioned if the Creditors are successful on appeal. Whether the Court strictly applies the four-factor Wymer test or takes a sliding scale approach thereto, the Court finds and concludes that the Creditors have failed to show that they are entitled to a stay of the Ruling & Order or the Confirmation Order. A full-text copy of the Court's Ruling and Order dated Feb. 26, 2019 is available at https://bit.ly/2JNfOozc from Leagle.com. UBALDO JUAREZ, Debtor, represented by THOMAS H. ALLEN -- tallen@allenbarneslaw.com -- ALLEN BARNES & JONES, PLC,PHILIP J. GILES -- pgiles@allenbarneslaw.com -- Allen Barnes & Jones, PLC & DAVID B. NELSON -- dnelson@allenbarneslaw.com -- ALLEN, BARNES & JONES, PLC. U.S. TRUSTEE, U.S. Trustee, represented by EDWARD K. BERNATAVICIUS, UNITED STATES TRUSTEE. Ubaldo Juarez filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-06277) on June 6, 2017, and is represented by Thomas Allen, Esq. of Allen Barnes & Jones, PLC. UNITED CONSTRUCTION: Business Income to Fund Proposed Plan ---------------------------------------------------------- United Construction Engineering, Inc. filed a disclosure statement describing its proposed chapter 11 plan of reorganization dated May 7, 2019. The Debtor is a construction company with a focus on roof repair and home remodeling. Class 2 under the plan consists of the general unsecured creditors. The Debtor will pay 100% of all valid, timely filed claims within 30 days of the Effective Date of the plan. The Debtor will make payments to the creditors through use of the income derived from its business as a construction and engineering company as well as new value contributed by the principal. The proposed plan has the following risks: -- The Debtor's projections as to its funding are used past construction jobs as a basis to create project future income. There is no guarantee that the business future income will match that income generated by past construction jobs. Additionally, as the business income is generated from contracting with clients for construction jobs, the income may be inconsistent depending on the number of contracts the Debtor is able to obtain complete. -- If the plan does not receive sufficient votes for confirmation, then the plan cannot be confirmed. A copy of the Disclosure Statement dated May 7, 2019 is available at https://tinyurl.com/y65daexp from Pacermonitor.com at no charge. About United Construction Engineering United Construction Engineering, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-24015) on Nov. 9, 2018, estimating less than $1 million in assets and liabilities. The Law Offices of Richard R. Robles, P.A., led by senior attorney Nicholas G. Rossoletti, serves as the Debtor's counsel. VERITY HEALTH: Seeks to Extend Exclusive Filing Period to Aug. 26 ----------------------------------------------------------------- Verity Health System of California, Inc. filed with the U.S. Bankruptcy Court for the Central District of California a motion to extend the period during which the company and its affiliates have the exclusive right to file a Chapter 11 plan through Aug. 26 , and to solicit acceptances for the plan through Oct. 25. A court hearing to consider approval of the motion is scheduled for May 21, at 10:00 a.m. The hearing will be held at Courtroom 1568. About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles oversees the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The official committee of unsecured creditors formed in the case retained Milbank, Tweed, Hadley & McCloy LLP as counsel. VERTAFORE INC: Moody's Alters Outlook on B3 CFR to Negative ----------------------------------------------------------- Moody's Investors Service affirmed its ratings for Vertafore, Inc., including the company's B3 Corporate Family Rating and B3-PD Probability of Default Rating, as well as the B2 ratings for the company's senior secured first lien bank credit facilities and the Caa2 rating for its existing $665 million senior secured second lien term loan. The outlook was changed to negative from stable. The rating actions follow the company's announcement that it will issue a $170 million add-on to its existing senior secured first lien term loan, the proceeds from which will be used to acquire VUE, a provider of software and services to the insurance industry. The change to a negative outlook reflects Moody's expectation that the company's balance sheet will remain very highly levered for an extended period of time following the June 2018 dividend recap and the current debt-funded acquisition, and the associated elevated debt service requirements and financial risk as a result of the same. Moody's took the following rating actions: Affirmations: Issuer: Vertafore, Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Gtd Senior Secured First Lien Revolving Credit Facility, Affirmed B2 (LGD3) Gtd Senior Secured First Lien Term Loan, Affirmed B2 (LGD3) Gtd Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Vertafore, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The B3 CFR reflects Vertafore's very aggressive financial policies, as evidenced by the company's very high pro forma leverage level resulting from a June 2018 dividend recap transaction and the proposed term loan add-on. Debt-to-EBITDA, pro forma for the VUE acquisition, would have been about 11x at December 31, 2018 after adjusting for certain one-time costs and treating capitalized software as an expense. The rating is also constrained by the company's relatively small scale and concentrated business profile as a niche provider of software, information and services to a single end market -- the property and casualty insurance industry. However, the rating is supported by Vertafore's highly recurring and "sticky" customer base within the P&C market that supports revenue retention rates of approximately 93% with very little customer concentration. The rating is also supported by Vertafore's very strong market position as one of two major suppliers of software and services to the P&C market and expectations for organic growth in the mid-single-digit range. Although the company has a good track record of de-levering after historic transactions, pro forma leverage is currently very high for the assigned rating category. Vertafore's good liquidity profile is supported by Moody's expectation that annualized free cash flow generation will approximate 2% of debt over the next 12-18 months and be augmented by the company's undrawn $100 million revolving credit facility and a cash balance of $81 million, pro forma for the transaction. Revolver drawings are not currently anticipated by the rating agency. The negative outlook reflects Moody's expectation that the company's balance sheet will remain very highly leveraged for an extended period following the June 2018 dividend recap and the current term loan add-on to finance another acquisition. Moody's expects that Vertafore will generate free cash flow-to-debt of about 2% over the next 12-18 months and will be capable of bringing leverage to a still high mid- to high-8x range by 2020. Leverage reduction will be supported by organic growth, the roll off of one-time expenses, and a reduction in costs resulting from recent restructuring activities and synergies from the VUE acquisition. However, over the interim period, Vertafore will remain weakly positioned in the B3 rating category given its persistently high leverage levels, and there is elevated risk that operational missteps could result in an unmanageable capital structure and downward ratings pressure. Though unlikely given the company's aggressive financial policies, Vertafore could be upgraded if leverage were expected to be sustained below 7x and free cash flow-to-debt were sustained in the mid-to-high single-digit percentage range. The ratings could be downgraded if Vertafore is not on track to reduce leverage toward 8x by 2020, or if free cash flow-to-debt is maintained near or below 1%. Ratings could also be downgraded if revenue and EBITDA growth suffer due to operational missteps, or if Vertafore experiences customer losses due to competitive pressure. The principal methodology used in these ratings was Software Industry published in August 2018. Vertafore is headquartered in Denver, Colorado and is a provider of document / workflow management solutions and agency management software and services for property and casualty insurance carriers and agencies. For the FYE period ended December 31, 2018 the company generated pro forma (including VUE) revenues of approximately $515 million. Vertafore is largely owned by private equity funds affiliated with Bain Capital and Vista Equity Partners. VICTORY CAPITAL: Moody's Assigns Ba3 Rating on Sr. Secured Debt --------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 senior secured debt rating to Victory Capital Holdings, Inc.'s new credit facility. The proceeds from the facility will be used to fund the previously announced acquisition of USAA Asset Management Company and refinance the company's existing credit facility. The new credit facility includes a 7-year $1,130 million first lien term loan and a 5-year $100 million revolving credit facility, which is expected to be undrawn at the close of the transaction. A portion of the term loan proceeds will be used to repay the company's existing $280 million term loan. Upon the close of this transaction, Moody's will withdraw the ratings on the existing debt, subject to the review of all closing documents. The following ratings were assigned: -- $1,130 million First Lien Term Loan Facility at Ba3 -- $100 million Revolving Credit Facility at Ba3 RATINGS RATIONALE Moody's views this refinancing transaction to be neutral to Victory's credit profile. Debt-to-EBITDA, as calculated by Moody's, is expected to rise to the 3x range from 2.1x at 31 March, which remains consistent with Ba-rated peers. However, the elevated financial leverage poses a challenge to the company's ability to manage capital prudently going forward. The acquisition of USAA Asset Management Company will lend support to Victory's Ba3 corporate family rating, enhancing the company's scale, asset mix, and distribution capabilities. Additionally, assets under management are expected to increase to approximately $138 billion from $58 billion at 31 March, and the deal provides Victory with new fixed income investment capabilities that offset its exposure to equity markets. Moody's could upgrade Victory's ratings if: 1) leverage (debt/EBITDA as defined by Moody's) is sustained below 3.0x; 2) net client inflows exceed 3% per year; 3) recently acquired franchises are successfully integrated; or 4) pre-tax income margin improves to 10-15%. Alternatively, the following factors could lead to a downgrade of Victory's ratings: 1) leverage (debt/EBITDA as defined by Moody's) is sustained above 3.5x; 2) net client redemptions exceed 5-7% of firm AUM per year; or 3) greater than anticipated capital commitments are required to integrate recently acquired Franchisees. Victory is an integrated multi-boutique asset manager which will be headquartered in San Antonio, Texas at the close of the USAA Asset Management Company acquisition. At 31 March, the company had assets under management of $58 billion and earned total revenues of approximately $395 million over the last twelve months. VSOP, LLC: Seeks to Hire Whiteford Taylor as Attorney ----------------------------------------------------- VSOP, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Whiteford Taylor & Preston, LLP, as attorney to the Debtor. VSOP, LLC requires Whiteford Taylor to: (a) advise the Debtor with respect to its powers and duties as the Debtor and debtor-in-possession in the continued management and operation of its business and property; (b) attend meetings, and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 Case, including all of the legal and administrative requirements of operating in chapter 11; (c) prepare motions, applications answers, orders, reports, papers and other pleadings necessary to administer the Debtor's estates and assist the Debtor with operating in chapter 11; (d) prepare and negotiate on the Debtor's behalf plan of reorganization, disclosure statement and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (e) appear before the Bankruptcy Court, and any other courts to protect the interests of Debtor and the estate; and (f) perform any and all other necessary legal services in connection with these chapter 11 case. Whiteford Taylor will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dennis J. Shaffer, a partner at Whiteford Taylor & Preston, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Whiteford Taylor can be reached at: Dennis J. Shaffer, Esq. WHITEFORD, TAYLOR & PRESTON L.L.P. 7 Saint Paul St. Baltimore, MD 21202 Tel: (410) 347-9437 Fax: (410) 223-4337 E-mail: dshaffer@wtplaw.com About VSOP, LLC VSOP, LLC, based in Baltimore, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-15834) on April 30, 2019. The Hon. Michelle M. Harner oversees the case. In the petition signed by Steven Rivelis, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Dennis J. Shaffer, Esq., at Whiteford Taylor & Preston, LLP, serves as bankruptcy counsel. WALKER LAND: SAGN Suit Remanded to Idaho State Court ---------------------------------------------------- Chief District Judge David C. Nye granted Plaintiffs/Counter-Defendants' Motion to Remand to State Court the case captioned E. BRUCE STANGER, MICHAEL R. STANGER, AND KIMBERLY S. KVAMME, d/b/a SOMETIMES A GREAT NOTION LAND AND CATTLE COMPANY, a partnership, Plaintiffs, v. WALKER LAND & CATTLE, LLC, an Idaho Limited Liability Company, and VISTA VALLEY AG, INC., an Idaho Corporation, Defendants, WALKER LAND & CATTLE, LLC, an Idaho Limited Liability Company, Counter-Claimant, v. E. BRUCE STANGER, MICHAEL R. STANGER, AND KIMBERLY S. KVAMME, d/b/a SOMETIMES A GREAT NOTION LAND AND CATTLE COMPANY, a partnership, Counter-Defendants, Case No. 4:18-cv-00307-DCN (D. Idaho). SAGN contends that this Court does not have jurisdiction because Walker Land & Cattle's counter-claim is meritless and the underlying state law claims do not relate to Walker Land & Cattle's bankruptcy case or the confirmed plan in the first place. Walker Land and Cattle, on the other hand, asserts that not only does its counter-claim give rise to federal jurisdiction, but the underlying state case is so intertwined with the prior bankruptcy case, federal jurisdiction is necessary. Walker Land & Cattle petitioned for removal of this case to federal court under 28 U.S.C. section 1452. Section 1452 states that an action may be removed "to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title." District courts have jurisdiction under section 1334 over "civil proceedings arising under title 11, or arising in or related to cases under title 11." Upon review of the applicable legal standard, it is the Court's determination that it lacks jurisdiction to hear the claims. Additionally, in its discretion, it finds that Idaho state court is better suited to hear a lawsuit comprised solely of state law claims. Because the Court finds that it does not have jurisdiction, it does not reach the merits of Walker Land & Cattle's Motion to Dismiss based upon Rule 12(b)(6), the so-called "Plan Injunction," or any of the other arguments. A copy of the Court's Memorandum Decision and Order dated March 4, 2019 is available at https://bit.ly/2WM4exr from Leagle.com. E Bruce Stanger, Michael R Stanger, Kimberly S. Kvamme & Sometimes a Great Notion Land and Cattle Company, Plaintiffs, represented by Lance J. Schuster , Beard St. Clair Gaffney PA. Walker Land & Cattle, LLC, Defendant, represented by Robert J. Maynes, Maynes Taggart PLLC & Stephen K. Madsen, Maynes Taggart PLLC. Kimberly S. Kvamme, Sometimes a Great Notion Land and Cattle Company, E Bruce Stanger & Michael R Stanger, Counter Defendants, represented by Lance J. Schuster, Beard St. Clair Gaffney PA. About Walker Land & Cattle Walker Land & Cattle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov. 15, 2013. The case is assigned to Judge Jim D. Pappas. The petition was signed by Roland N. (Rollie) Walker, manager. The Debtor's counsel is Robert J Maynes, Esq., at Maynes Taggart, PLLC, in Idaho Falls, Idaho. The Debtor reported $72.7 million in total assets and $46.3 million in liabilities. The U.S. Trustee for Region 18 has appointed an official committee of unsecured creditors in the case. The Committee is represented by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, in Spokane, Washington. Secured creditor, Wells Fargo Bank, is represented by Larry E. Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in Boise, Idaho. Wells Fargo and the Debtor have filed competing Chapter 11 plans. Wells Fargo proposed a plan of liquidation while the Debtor sought approval of a reorganization plan. WEBSTER PLACE: Suit vs Ramco-Webster Remanded to State Court ------------------------------------------------------------ Bankruptcy Judge Jack B. Schmetterer granted the Defendants' motion to remand the case captioned Webster Place Athletic Club, LLC, Plaintiff, v. Ramco-Webster Place, LLC, Defendant, Adversary No. 18 A 916 (Bankr. N.D. Ill.) to the Circuit Court of Cook County. Debtor-Plaintiff Webster Place Athletic Club, LLC filed a notice of removal of the Adversary Complaint on Nov. 20, 2018 after filing its Chapter 11 bankruptcy case on Oct. 30, 2018. Defendant-Creditor Ramco-Webster Place, LLC filed the Motion to Remand on Dec. 20, 2018. Defendant alleges that Plaintiff's removal of the case was defective for two reasons. First, contrary to Plaintiff's assertion in the notice of removal, it is argued that there is no basis for diversity jurisdiction under 28 U.S.C. section 1332. Second, in the absence of diversity jurisdiction, Movant contends that there is no alternative basis for removal of the Adversary Complaint to the bankruptcy court under 28 U.S.C. section 1334(c)(2). The dispute underlying the removed Adversary Complaint stems from Plaintiff's allegations that Defendant has failed to live up to its obligations under the lease. Namely, Plaintiff asserts that Defendant has failed to provide free parking for its nearly 1,800 members and that it has failed to maintain the Shopping Center as a "first class" center. Plaintiff asserts that Defendant has not been maintaining the Shopping Center or investing additional money because it plans to demolish the Shopping Center and build residential units. Based on this alleged refusal to comply with the lease, Plaintiff initiated a single-count action against Defendant in the Circuit Court of Cook County on March 30, 2018. That lawsuit sought the entry of a judgment against Defendant: (1) rescinding the lease and (2) requesting that the state court return the parties to the status quo ante, by refunding Plaintiff's investment in the facility of approximately $3,000,000.00, minus credit for depreciation. Plaintiff correctly claims that proceedings that "could affect the amount of property available for distribution to creditors," have been considered "related to" underlying bankruptcy cases. Plaintiff essentially argues that its claim for rescission necessarily implicates the amount of money available for distribution, because if it wins on its rescission claim it will be entitled to damages or an offset against Defendant's claims. However, Plaintiff's argument is not nearly as clear cut as it asserts. Even assuming Plaintiff wins on its rescission claim, as Defendant has indicated, Plaintiff sought only equitable relief in the Amended Complaint filed in the Circuit Court of Cook County and removed here. While Plaintiff has a Motion pending to further amend the Complaint before this Court, there is no guarantee that such a Motion would be granted. Additionally, the interaction between the instant rescission lawsuit and the two other lawsuits filed by Defendant in the state court are unclear. Whether Plaintiff or Defendant are entitled to an offset against each others' claims due to a breach of contract and whether Plaintiff should be evicted from the property are still open questions pending before the Circuit Court of Cook County. As the Seventh Circuit has explained, the more prudent approach is to treat narrowly the scope of "related to" jurisdiction, "in a universe where everything is related to everything else." Under the narrower scope, abstention and remand are the prudent choices. Even assuming Plaintiff is correct and diversity jurisdiction or jurisdiction under 28 U.S.C. section 1334(b) were present in this proceeding, the Court would still have discretion to remand equitably pursuant to 28 U.S.C. section 1452(b). The resolution of all claims between Plaintiff and Defendant, including those that still pend before the Circuit Court of Cook County, would aid in the efficient administration of the Chapter 11 bankruptcy case, rather than hinder it. The rescission action is strictly a state law issue. While the state law at issue is not unsettled, the multiple, overlapping lawsuits do present some difficulty. The existence of those related proceedings in state court also weigh in favor of abstention. There is no other jurisdictional basis for this proceeding to be in this Court. Likewise, the instant adversary proceeding is attenuated and only tangentially relevant to the Chapter 11 bankruptcy case. Though purported to be a "core" proceeding, the rescission action is purely a state law issue and is noncore within the meaning of 28 U.S.C. section 157(b). And the state court had already begun to do work on this case, as a hearing on Defendant's eviction action had been scheduled shortly before Plaintiff filed its Chapter 11 bankruptcy petition. Therefore, even if some independent basis for jurisdiction had existed, abstention and remand would still be consistent with equity and fundamental fairness. A copy of the Court's Memorandum Opinion dated Feb. 28, 2019 is available at https://bit.ly/2WTgNqG from Leagle.com. Webster Place Athletic Club LLC, Plaintiff, represented by Brian P. Welch , Burke, Warren, MacKay & Serritella, P.C. & David K. Welch , Burke, Warren, MacKay & Serritella, P.C. Ramco-Webster Place, LLC, Defendant, represented by Scott B. Kitei , Honigman LLP. About Webster Place Athletic Club Webster Place Athletic Club LLC owns and operates an upscale athletic club and physical fitness facility located at 1455 West Webster Avenue, Stores 4 and 5, Chicago, Illinois. Webster Place Athletic Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30466) on Oct. 30, 2018. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Jack B. Schmetterer is the case judge. Burke, Warren, MacKay & Serritella, P.C., is the Debtor's legal counsel. WELLS FARGO: Court Dismisses Leramo Suit With Prejudice ------------------------------------------------------- Judge Dale A. Drozd of the U.S. District Court for the Eastern District of California dismissed with prejudice the case, OLUSEGUN B. LERAMO, Plaintiff, v. WELLS FARGO BANK, N.A., et al., Defendants, Case No. 1:19-cv-00090-DAD-JLT (E.D. Cal.). The action is the latest in a string of cases arising out of foreclosure proceedings initiated against property located at 8805 O'Meara Court, Bakersfield, CA 93311. The Plaintiff and his wife purchased the Property in 2004, financing the purchase by obtaining a loan from Wells Fargo secured by a deed of trust on the property. On Nov. 20, 2012, the Plaintiff filed for bankruptcy protection under Chapter 11, which was subsequently converted to Chapter 7 on July 11, 2014. The Plaintiff received a bankruptcy discharge on Nov. 18, 2014. In March 2015, a Substitution of Trustee was executed and recorded in the Official Records of the Kern County Recorder's Officer, whereby First American was named the new trustee. That same month, a Notice of Default and Election to Sell Under Deed of Trust was executed and recorded, which stated in relevant part that the Plaintiff owed $59,149.41. On June 18, 2015, a Notice of Trustee Sale was executed and recorded against the Property. On July 14, 2015, two days prior to the planned sale of the property, the Plaintiff and his wife commenced an action in Kern County Superior Court against First American and Wells Fargo. In that action, the Plaintiff alleged that in the days leading up to the sale, he had submitted documentation to Wells Fargo in an attempt to have the terms of the loan modified, but that Wells Fargo wrongfully denied his application. He also asserted violations of California Civil Code Sections 2923.6(c), 2924.10(a), and 2923.55(b), negligence, an action to quiet title, breach of contract and the covenant of good faith and fair dealing, and violation of California Business and Professions Code Section 17200. On Dec. 28, 2015, First American's demurrer was sustained without leave to amend, and on March 15, 2016, Wells Fargo's demurrer was also sustained by the Kern County Superior Court without leave to amend. From 2015 until 2018, the Plaintiff filed a series of bankruptcy petitions. Notably, in dismissing the most recent of these cases, the assigned bankruptcy judge found that the action was filed as part of a scheme to hinder or delay the movant creditor and the scheme involved the filing of multiple bankruptcy cases, without any intention to prosecute them properly for the purpose of reorganizing. That bankruptcy action was ultimately dismissed on March 8, 2018. On May 29, 2018, the Plaintiff commenced the instant action in Kern County Superior Court. On May 30, 2018, he filed a notice of pendency of action. On May 31, 2018, the Property was sold at a public auction. On Nov. 27, 2018, the Kern County Superior Court Judge handling the matter held a case management conference at which the Plaintiff's counsel failed to appear. The Plaintiff's counsel was sanctioned $250 for failing to appear and for failing to file a case management conference statement. On Jan. 18, 2019, the Defendants removed the action to the federal court. On Feb. 22, 2019, they each filed motions to dismiss, and Defendant First American filed a motion to strike the class allegations contained in the Plaintiff's complaint. The Plaintiff failed to file oppositions to any of these pending motions. On April 2, 2019, those motions came before the Court for hearing. Before addressing the merits of the Defendants' motions, Judge Drozd first addresses the Defendants' requests for judicial notice. Wells Fargo asks the Court to take judicial notice of five exhibits: (1) the docket in Leramo v. Wells Fargo Bank, N.A., No. BCV-15-100445, in the Kern County Superior Court; (2) the first amended complaint filed in that case; (3) a minute order sustaining the Defendants' demurrers to that complaint; (4) the judgment in the Defendants' favor in that case; and (5) a copy of the Trustee's Deed Upon Sale, publicly recorded on June 12, 2018 in the Kern County Official Records as Doc # 218073252. Meanwhile, First American asks the Court to take judicial notice of a total of 19 documents. Broadly speaking, these documents fall into four categories: (1) pleadings or other filings in the Kern County Superior Court and U.S. Bankruptcy Court for the Eastern District of California; (2) orders issued by the Kern County Superior Court and the Bankruptcy Court in actions brought by the Plaintiff; (3) copies of the Kern County Superior Court's electronic dockets for both the 2015 Action and for the action prior to its removal; and (4) certified copies of notices of pendency of action and a trustee's deed upon sale recorded in the Kern County Official Records. The Judge granted in full both requests for judicial notice. As to Wells Fargo's request for judicial notice, he finds that the Court may take judicial notice of all four of these documents because the accuracy of these filings cannot reasonably be questioned. As to First American's request for judicial notice, he finds that the first category of documents are court filings in either the 2015 Action or in bankruptcy proceedings, some of which the court has already taken judicial notice. Filings in both state court proceedings and in bankruptcy proceedings are proper subjects of judicial notice, and he will do so in the case. He similarly takes notice of court orders issued in those same proceedings. He further takes judicial notices of the dockets of the 2015 Action and the state court docket of the action prior to removal; and judicial notice of notices of pendency of action recorded in the Kern County Official Records. The Defendants each argue that the Plaintiff's action is barred by the doctrine of claim preclusion. First, the Judge analyzes whether the action involves the same primary right as the 2015 Action. He concludes that te Plaintiff seeks to vindicate the same primary right in the action as he did in his 2015 Action. Second, he must determine whether the suit involves the same parties as the 2015 Action. He finds that the action involves the same Plaintiff, Olusegun B. Leramo, who litigated the 2015 Action. Finally, he considers whether there was a final judgment on the merits in the prior suit. He finds that the Kern County Superior Court sustained the demurrers of First American and Wells Fargo without leave to amend, following which judgment was entered in the Defendants' favor. This is sufficient to constitute a final judgment on the merits. The Judge concludes that claim preclusion applies to the action, and that all of the Plaintiff's causes of action must be dismissed. Because claim preclusion is sufficient to resolve the pending motions, he does not reach the Defendants' alternative arguments contained therein. For these reasons, Judge Drozd granted the Defendants' motions to dismiss. He denied as moot Defendant First American's motion to strike. The action is dismissed with prejudice. The Clerk of Court is directed to close the case. A full-text copy of the Court's April 17, 2019 Order is available at https://is.gd/UhGUcy from Leagle.com. Olusegun B. Leramo, individually and on behalf of all others similiarly situated, Plaintiff, represented by Francisco J. Aldana, Advocates' Law Firm, LLP. Wells Fargo Bank, N.A., Defendant, represented by Jennifer Janeira Nagle -- jennifer.nagle@klgates.com -- K&L Gates LLP, pro hac vice & Kevin Sami Asfour -- kevin.asfour@klgates.com -- K & L Gates, LLP. First American Title Insurance Company, Defendant, represented by Bronwyn F. Pollock -- bpollock@mayerbrown.com -- Mayer Brown LLP, Robert Chester Double -- rdouble@mayerbrown.com -- Mayer Brown LLP & Daniel D. Queen -- dqueen@mayerbrown.com -- Mayer Brown LLP. WESTERN RESERVE: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------ The U.S. Trustee for Region 9 on May 16 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Western Reserve Water Systems, Inc.. The committee members are: (1) Watersurplus/Surplus Management, Inc. c/o John Joseph Barelli (Temporary Chairperson) P.O. Box 2668 Loves Park, IL 61132 Phone: (815) 636-8833 Fax: (815) 636-8844 (2) Enpress LLC c/o Michael Slogar 34899 Curtis Blvd. Eastlake OH 44095 Phone: (440) 510-0108 Fax: (440) 510-0202 (3) Talent Transport, Inc. c/o Frank L. Periandri 22767 Royalton Road Strongsville OH 44149 Phone: (440) 582-0005 Fax: (440) 582-0009 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Western Reserve Water Systems Western Reserve Water Systems, Inc. -- http://www.westernreservewater.com/-- is an industrial water service company offering a wide range of equipment, services, parts, and consulting services for the industrial process water and high purity water user. Western Reserve Water Systems services are supplied to various industries, such as power generation, chemical processing, auto, steel, food & beverage, pharmaceutical, hospital, medical, laboratory and light industrial and commercial markets. The Company's service center and regeneration facility is currently located in Cleveland, Ohio, with satellite service locations in Cincinnati, Ohio, and Terre Haute, Indiana. Western Reserve Water Systems, Inc. sought Chapter 11 protection (Bankr. N.D. Ohio Case No. 19-11864) on April 1, 2019. The case is assigned to Judge Jessica E. Price Smith. In the petition signed by Michael Eiermann, president, the Debtor disclosed total assets at $10,285,282 and $4,306,486 in total debt. The Debtor tapped Glenn E. Forbes, Esq., at Forbes Law, LLC, as counsel. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB GR 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBV SW 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBV* MM 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB TH 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB QT 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBVUSD EU 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBVEUR EU 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBV AV 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB TE 56,769.0 (7,826.0) 509.0 ABBVIE INC-BDR ABBV34 BZ 56,769.0 (7,826.0) 509.0 ABSOLUTE SOFTWRE ABT CN 93.0 (51.2) (30.8) ABSOLUTE SOFTWRE OU1 GR 93.0 (51.2) (30.8) ABSOLUTE SOFTWRE ALSWF US 93.0 (51.2) (30.8) ABSOLUTE SOFTWRE ABT2EUR EU 93.0 (51.2) (30.8) AIXIN LIFE INTER AIXN US - (0.2) (0.2) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL11EUR EU 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL AV 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL TE 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL1CHF EU 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G SW 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G QT 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL US 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G GR 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL* MM 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL1USD EU 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G TH 60,787.0 (636.0) (11,195.0) AMERICAN BRIVISI ABVCD US 2.6 (2.4) (1.9) AMYRIS INC 3A01 GR 172.8 (174.4) (111.5) AMYRIS INC 3A01 TH 172.8 (174.4) (111.5) AMYRIS INC AMRS US 172.8 (174.4) (111.5) AMYRIS INC 3A01 QT 172.8 (174.4) (111.5) AMYRIS INC AMRSEUR EU 172.8 (174.4) (111.5) AMYRIS INC AMRSUSD EU 172.8 (174.4) (111.5) ATLATSA RESOURCE ATL SJ 139.6 (285.7) (326.1) AUTODESK INC ADSK US 4,729.2 (210.9) (681.2) AUTODESK INC AUD TH 4,729.2 (210.9) (681.2) AUTODESK INC AUD GR 4,729.2 (210.9) (681.2) AUTODESK INC ADSK AV 4,729.2 (210.9) (681.2) AUTODESK INC ADSK* MM 4,729.2 (210.9) (681.2) AUTODESK INC AUD QT 4,729.2 (210.9) (681.2) AUTODESK INC ADSKEUR EU 4,729.2 (210.9) (681.2) AUTODESK INC ADSKUSD EU 4,729.2 (210.9) (681.2) AUTODESK INC ADSK TE 4,729.2 (210.9) (681.2) AUTOZONE INC AZ5 GR 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZ5 TH 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZOEUR EU 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZ5 QT 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZO US 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZOUSD EU 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZO AV 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZ5 TE 9,745.1 (1,594.4) (337.2) AUTOZONE INC AZO* MM 9,745.1 (1,594.4) (337.2) AVID TECHNOLOGY AVID US 299.7 (167.1) 1.4 AVID TECHNOLOGY AVD GR 299.7 (167.1) 1.4 BENEFITFOCUS INC BNFTEUR EU 341.0 (10.4) 119.3 BENEFITFOCUS INC BNFT US 341.0 (10.4) 119.3 BENEFITFOCUS INC BTF GR 341.0 (10.4) 119.3 BEYONDSPRING INC BYSI US 7.1 (9.4) (10.6) BJ'S WHOLESALE C BJ US 3,239.3 (202.1) (240.5) BJ'S WHOLESALE C 8BJ GR 3,239.3 (202.1) (240.5) BJ'S WHOLESALE C 8BJ QT 3,239.3 (202.1) (240.5) BLUE BIRD CORP BLBD US 355.4 (77.6) (2.7) BLUELINX HOLDING BXC US 1,089.7 (18.3) 454.7 BOMBARDIER INC-B BBDBN MM 26,719.0 (4,100.0) 263.0 BRINKER INTL BKJ GR 1,264.1 (814.2) (284.9) BRINKER INTL EAT US 1,264.1 (814.2) (284.9) BRINKER INTL BKJ QT 1,264.1 (814.2) (284.9) BRINKER INTL EAT2EUR EU 1,264.1 (814.2) (284.9) BROOKFIELD REAL BRE CN 103.3 (38.3) 4.5 BRP INC/CA-SUB V DOO CN 3,077.2 (322.8) (192.6) BRP INC/CA-SUB V B15A GR 3,077.2 (322.8) (192.6) BRP INC/CA-SUB V DOOO US 3,077.2 (322.8) (192.6) CADIZ INC CDZI US 73.9 (81.4) 13.8 CADIZ INC 2ZC GR 73.9 (81.4) 13.8 CANNABIS STRAT-A CSA/A CN 136.4 (286.0) (5.6) CANNABIS STRAT-A CBAQF US 136.4 (286.0) (5.6) CANTEX MINE DEV CD CN 0.9 (4.3) (4.3) CATASYS INC CATS US 7.2 (10.7) (2.6) CBDMD INC YCBD US 94.8 (13.4) 12.3 CDK GLOBAL INC C2G QT 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDKUSD EU 3,165.8 (475.4) 143.9 CDK GLOBAL INC C2G TH 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDKEUR EU 3,165.8 (475.4) 143.9 CDK GLOBAL INC C2G GR 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDK US 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDK* MM 3,165.8 (475.4) 143.9 CEDAR FAIR LP FUN US 2,132.5 (109.6) (108.6) CEDAR FAIR LP 7CF GR 2,132.5 (109.6) (108.6) CHOICE HOTELS CZH GR 1,173.8 (185.5) (53.2) CHOICE HOTELS CHH US 1,173.8 (185.5) (53.2) CINCINNATI BELL CBBEUR EU 2,649.3 (102.3) (116.4) CINCINNATI BELL CIB1 GR 2,649.3 (102.3) (116.4) CINCINNATI BELL CBB US 2,649.3 (102.3) (116.4) CLEAR CHANNEL OU CCO US 6,325.6 (2,255.8) (147.2) CLEAR CHANNEL OU C7C1 GR 6,325.6 (2,255.8) (147.2) CLEAR CHANNEL OU CCO1EUR EU 6,325.6 (2,255.8) (147.2) COGENT COMMUNICA OGM1 GR 797.0 (164.2) 252.3 COGENT COMMUNICA CCOI US 797.0 (164.2) 252.3 COHERUS BIOSCIEN 8C5 TH 186.1 (38.5) 117.8 COHERUS BIOSCIEN CHRSEUR EU 186.1 (38.5) 117.8 COHERUS BIOSCIEN 8C5 QT 186.1 (38.5) 117.8 COHERUS BIOSCIEN CHRS US 186.1 (38.5) 117.8 COHERUS BIOSCIEN 8C5 GR 186.1 (38.5) 117.8 COHERUS BIOSCIEN CHRSUSD EU 186.1 (38.5) 117.8 COLGATE-BDR COLG34 BZ 12,883.0 (210.0) 268.0 COLGATE-CEDEAR CL AR 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL EU 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA TH 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CLEUR EU 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CLCHF EU 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL* MM 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL SW 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CLUSD SW 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA QT 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL TE 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV COLG AV 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL US 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA GR 12,883.0 (210.0) 268.0 COLUMBIA CARE IN CCOUF US 161.5 (0.9) (1.9) COLUMBIA CARE IN CGGC-U CN 161.5 (0.9) (1.9) COLUMBIA CARE IN CCHW CN 161.5 (0.9) (1.9) COLUMBIA CARE IN COLXF US 161.5 (0.9) (1.9) COMMUNITY HEALTH CYH US 16,309.0 (1,085.0) 1,087.0 COMMUNITY HEALTH CYH1USD EU 16,309.0 (1,085.0) 1,087.0 CYCLERION THERAP CYCN US 9.8 (7.8) (16.5) DELEK LOGISTICS DKL US 640.2 (141.9) (4.8) DELEK LOGISTICS D6L GR 640.2 (141.9) (4.8) DENNY'S CORP DENN US 422.3 (140.2) (50.5) DENNY'S CORP DE8 GR 422.3 (140.2) (50.5) DENNY'S CORP DENNEUR EU 422.3 (140.2) (50.5) DIEBOLD NIXDORF DBDUSD EU 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBD GR 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBD US 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DLD TH 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBDEUR EU 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DLD QT 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBD SW 4,327.3 (274.7) 482.8 DINE BRANDS GLOB DIN US 2,076.1 (190.8) 19.7 DINE BRANDS GLOB IHP GR 2,076.1 (190.8) 19.7 DOLLARAMA INC DR3 GR 2,177.9 (234.1) 421.1 DOLLARAMA INC DLMAF US 2,177.9 (234.1) 421.1 DOLLARAMA INC DOL CN 2,177.9 (234.1) 421.1 DOLLARAMA INC DOLEUR EU 2,177.9 (234.1) 421.1 DOLLARAMA INC DR3 QT 2,177.9 (234.1) 421.1 DOLLARAMA INC DR3 TH 2,177.9 (234.1) 421.1 DOMINO'S PIZZA EZV GR 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZ US 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA EZV TH 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA EZV QT 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZEUR EU 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZUSD EU 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZ AV 1,148.3 (2,975.2) 178.5 DUNKIN' BRANDS G 2DB TH 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G DNKN US 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G 2DB GR 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G 2DB QT 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G DNKNEUR EU 3,725.4 (691.3) 253.3 EMISPHERE TECH EMIS US 5.2 (155.3) (1.4) EVERI HOLDINGS I G2C TH 1,632.0 (95.8) 3.3 EVERI HOLDINGS I G2C GR 1,632.0 (95.8) 3.3 EVERI HOLDINGS I EVRI US 1,632.0 (95.8) 3.3 EVERI HOLDINGS I EVRIEUR EU 1,632.0 (95.8) 3.3 EVERI HOLDINGS I EVRIUSD EU 1,632.0 (95.8) 3.3 EVOFEM BIOSCIENC EVFM US 3.2 (28.9) (30.7) EVOFEM BIOSCIENC 1AQ1 GR 3.2 (28.9) (30.7) EVOFEM BIOSCIENC NEOTEUR EU 3.2 (28.9) (30.7) EVOFEM BIOSCIENC 1AQ1 TH 3.2 (28.9) (30.7) EVOFEM BIOSCIENC NEOTUSD EU 3.2 (28.9) (30.7) EXELA TECHNOLOGI XELAU US 1,702.9 (204.3) (84.6) EXELA TECHNOLOGI XELA US 1,702.9 (204.3) (84.6) FILO MINING CORP FIL SS 10.9 (5.4) (5.9) FLOWER ONE HOLDI FONE CN 0.4 (0.2) (0.6) FRONTDOOR IN 3I5 GR 1,097.0 (334.0) (5.0) FRONTDOOR IN FTDR US 1,097.0 (334.0) (5.0) FRONTDOOR IN FTDREUR EU 1,097.0 (334.0) (5.0) GOGO INC GOGO US 1,296.8 (284.0) 220.7 GOGO INC G0G TH 1,296.8 (284.0) 220.7 GOGO INC G0G QT 1,296.8 (284.0) 220.7 GOGO INC GOGOEUR EU 1,296.8 (284.0) 220.7 GOGO INC G0G GR 1,296.8 (284.0) 220.7 GOOSEHEAD INSU-A GSHD US 34.8 (25.2) - GOOSEHEAD INSU-A 2OX GR 34.8 (25.2) - GOOSEHEAD INSU-A GSHDEUR EU 34.8 (25.2) - GRAFTECH INTERNA EAF US 1,529.7 (881.6) 456.0 GRAFTECH INTERNA G6G GR 1,529.7 (881.6) 456.0 GRAFTECH INTERNA G6G TH 1,529.7 (881.6) 456.0 GRAFTECH INTERNA EAFEUR EU 1,529.7 (881.6) 456.0 GRAFTECH INTERNA G6G QT 1,529.7 (881.6) 456.0 GRAFTECH INTERNA EAFUSD EU 1,529.7 (881.6) 456.0 GREEN PLAINS PAR GPP US 121.4 (73.4) (3.0) GREEN PLAINS PAR 8GP GR 121.4 (73.4) (3.0) GREENSKY INC-A GSKY US 832.7 (73.3) 288.2 H&R BLOCK INC HRB TH 2,568.8 (213.6) 647.0 H&R BLOCK INC HRB GR 2,568.8 (213.6) 647.0 H&R BLOCK INC HRB US 2,568.8 (213.6) 647.0 H&R BLOCK INC HRB QT 2,568.8 (213.6) 647.0 H&R BLOCK INC HRBEUR EU 2,568.8 (213.6) 647.0 HANGER INC HNGR US 752.0 (30.6) 77.2 HCA HEALTHCARE I 2BH TH 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCA US 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I 2BH GR 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCA* MM 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCAEUR EU 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCAUSD EU 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I 2BH TE 43,379.0 (2,255.0) 577.0 HERBALIFE NUTRIT HLF US 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HOO GR 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HLFEUR EU 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HOO QT 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HLFUSD EU 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HOO SW 2,982.8 (629.1) 304.0 HEWLETT-CEDEAR HPQ AR 32,490.0 (1,837.0) (5,263.0) HOME DEPOT - BDR HOME34 BZ 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HD TE 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDI TH 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDI GR 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HD US 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HD* MM 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HD AV 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HD CI 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDUSD SW 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDEUR EU 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDI QT 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDCHF EU 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HDUSD EU 44,003.0 (1,878.0) 1,813.0 HOME DEPOT INC HD SW 44,003.0 (1,878.0) 1,813.0 HOME DEPOT-CED HD AR 44,003.0 (1,878.0) 1,813.0 HP COMPANY-BDR HPQB34 BZ 32,490.0 (1,837.0) (5,263.0) HP INC HPQ TE 32,490.0 (1,837.0) (5,263.0) HP INC 7HP TH 32,490.0 (1,837.0) (5,263.0) HP INC 7HP GR 32,490.0 (1,837.0) (5,263.0) HP INC HPQ US 32,490.0 (1,837.0) (5,263.0) HP INC HPQEUR EU 32,490.0 (1,837.0) (5,263.0) HP INC HPQ* MM 32,490.0 (1,837.0) (5,263.0) HP INC HPQ AV 32,490.0 (1,837.0) (5,263.0) HP INC HPQ CI 32,490.0 (1,837.0) (5,263.0) HP INC HPQUSD SW 32,490.0 (1,837.0) (5,263.0) HP INC HWP QT 32,490.0 (1,837.0) (5,263.0) HP INC HPQCHF EU 32,490.0 (1,837.0) (5,263.0) HP INC HPQUSD EU 32,490.0 (1,837.0) (5,263.0) HP INC HPQ SW 32,490.0 (1,837.0) (5,263.0) IHEARTMEDIA-CL A IHTM US 14,286.0 (11,566.1) 650.5 IMMUNOGEN INC IMGNUSD EU 323.9 (27.6) 228.4 INDUS HOLDING-SU INDS CN 0.0 (0.2) (0.2) INDUS HOLDING-SU INDXF US 0.0 (0.2) (0.2) INSEEGO CORP INO TH 177.6 (32.6) 33.4 INSEEGO CORP INO QT 177.6 (32.6) 33.4 INSEEGO CORP INSG US 177.6 (32.6) 33.4 INSEEGO CORP INO GR 177.6 (32.6) 33.4 INSEEGO CORP INSGEUR EU 177.6 (32.6) 33.4 INSEEGO CORP INSGUSD EU 177.6 (32.6) 33.4 INSPIRED ENTERTA INSE US 186.6 (18.4) 6.6 INTERCEPT PHARMA ICPT US 438.3 (55.0) 294.5 INTERCEPT PHARMA I4P GR 438.3 (55.0) 294.5 INTERCEPT PHARMA I4P QT 438.3 (55.0) 294.5 INTERCEPT PHARMA ICPTUSD EU 438.3 (55.0) 294.5 INTERCEPT PHARMA I4P TH 438.3 (55.0) 294.5 IRONWOOD PHARMAC IRWD US 363.5 (237.2) 83.3 IRONWOOD PHARMAC I76 GR 363.5 (237.2) 83.3 IRONWOOD PHARMAC IRWDEUR EU 363.5 (237.2) 83.3 IRONWOOD PHARMAC I76 QT 363.5 (237.2) 83.3 ISRAMCO INC ISRL US 110.9 (3.7) (8.7) ISRAMCO INC ISRLEUR EU 110.9 (3.7) (8.7) ISRAMCO INC IRM GR 110.9 (3.7) (8.7) JACK IN THE BOX JACK US 832.1 (592.5) (76.8) JACK IN THE BOX JBX GR 832.1 (592.5) (76.8) JACK IN THE BOX JBX QT 832.1 (592.5) (76.8) JACK IN THE BOX JACK1EUR EU 832.1 (592.5) (76.8) KIMBERLY-CLARK KMY GR 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY TH 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMB US 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY SW 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMBEUR EU 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY QT 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMBUSD EU 15,204.0 (18.0) (1,942.0) L BRANDS INC LB US 8,090.0 (865.0) 1,274.0 L BRANDS INC LTD GR 8,090.0 (865.0) 1,274.0 L BRANDS INC LTD TH 8,090.0 (865.0) 1,274.0 L BRANDS INC LBEUR EU 8,090.0 (865.0) 1,274.0 L BRANDS INC LB* MM 8,090.0 (865.0) 1,274.0 L BRANDS INC LTD QT 8,090.0 (865.0) 1,274.0 L BRANDS INC LBUSD EU 8,090.0 (865.0) 1,274.0 L BRANDS INC LBRA AV 8,090.0 (865.0) 1,274.0 LAMB WESTON 0L5 GR 3,111.2 (56.2) 401.4 LAMB WESTON LW-WEUR EU 3,111.2 (56.2) 401.4 LAMB WESTON 0L5 TH 3,111.2 (56.2) 401.4 LAMB WESTON 0L5 QT 3,111.2 (56.2) 401.4 LAMB WESTON LW US 3,111.2 (56.2) 401.4 LAMB WESTON LW-WUSD EU 3,111.2 (56.2) 401.4 LEE ENTERPRISES LEE US 579.4 (27.9) 2.9 LENNOX INTL INC LII US 2,105.7 (204.8) 303.5 LENNOX INTL INC LII1EUR EU 2,105.7 (204.8) 303.5 LENNOX INTL INC LXI TH 2,105.7 (204.8) 303.5 LENNOX INTL INC LII1USD EU 2,105.7 (204.8) 303.5 LENNOX INTL INC LII* MM 2,105.7 (204.8) 303.5 LENNOX INTL INC LXI GR 2,105.7 (204.8) 303.5 LEXICON PHARMACE LX31 QT 258.5 (45.7) 118.6 LEXICON PHARMACE LXRXEUR EU 258.5 (45.7) 118.6 LEXICON PHARMACE LX31 GR 258.5 (45.7) 118.6 LEXICON PHARMACE LXRX US 258.5 (45.7) 118.6 LEXICON PHARMACE LXRXUSD EU 258.5 (45.7) 118.6 LIGHTSPEED POS I LSPD CN 61.2 (33.5) (10.4) MCDONALDS - BDR MCDC34 BZ 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD SW 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD US 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD* MM 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO GR 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD TE 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO TH 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDEUR EU 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD AV 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD CI 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDUSD SW 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO QT 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDCHF EU 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDUSD EU 46,466.6 (6,550.9) 1,584.8 MCDONALDS-CEDEAR MCD AR 46,466.6 (6,550.9) 1,584.8 MDC PARTNERS-A MDCA US 1,833.1 (126.3) (160.8) MEDICINES COMP MDCO US 835.9 (75.4) 195.0 MEDICINES COMP MZN GR 835.9 (75.4) 195.0 MEDICINES COMP MZN TH 835.9 (75.4) 195.0 MEDICINES COMP MZN QT 835.9 (75.4) 195.0 MEDICINES COMP MDCOUSD EU 835.9 (75.4) 195.0 MICHAELS COS INC MIK US 2,128.3 (1,626.2) 583.0 MICHAELS COS INC MIM GR 2,128.3 (1,626.2) 583.0 MOTOROLA SOLUTIO MOT TE 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MSI US 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA TH 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA GR 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MSI1EUR EU 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA QT 9,993.0 (1,090.0) 735.0 MSCI INC MSCI US 3,295.6 (316.5) 457.1 MSCI INC 3HM GR 3,295.6 (316.5) 457.1 MSCI INC 3HM QT 3,295.6 (316.5) 457.1 MSCI INC MSCIUSD EU 3,295.6 (316.5) 457.1 MSG NETWORKS- A MSGN US 844.6 (503.3) 205.5 MSG NETWORKS- A MSGNEUR EU 844.6 (503.3) 205.5 MSG NETWORKS- A 1M4 QT 844.6 (503.3) 205.5 MSG NETWORKS- A MSGNUSD EU 844.6 (503.3) 205.5 MSG NETWORKS- A 1M4 GR 844.6 (503.3) 205.5 NATHANS FAMOUS NATH US 91.2 (71.6) 70.7 NATHANS FAMOUS NFA GR 91.2 (71.6) 70.7 NATIONAL CINEMED NCMI US 1,117.9 (104.7) 111.7 NATIONAL CINEMED XWM GR 1,117.9 (104.7) 111.7 NATIONAL CINEMED NCMIEUR EU 1,117.9 (104.7) 111.7 NAVISTAR INTL IHR TH 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL IHR GR 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL NAV US 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL IHR QT 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL NAVEUR EU 7,037.0 (3,813.0) 1,423.0 NAVISTAR INTL NAVUSD EU 7,037.0 (3,813.0) 1,423.0 NEW ENG RLTY-LP NEN US 243.2 (38.2) - NRC GROUP HOLDIN NRCG US 394.1 (41.4) 51.2 NRG ENERGY NRA GR 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRA TH 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRA QT 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRGEUR EU 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRG US 9,530.0 (1,520.0) 1,513.0 OMEROS CORP OMER US 101.2 (121.0) 32.4 OMEROS CORP 3O8 GR 101.2 (121.0) 32.4 OMEROS CORP 3O8 TH 101.2 (121.0) 32.4 OMEROS CORP OMEREUR EU 101.2 (121.0) 32.4 OMEROS CORP OMERUSD EU 101.2 (121.0) 32.4 ONDAS HOLDINGS I ONDS US 2.8 (20.7) (17.2) OPTIVA INC OPT CN 122.5 (24.0) 18.9 OPTIVA INC RKNEF US 122.5 (24.0) 18.9 PAPA JOHN'S INTL PZZA US 739.1 (56.6) (19.2) PAPA JOHN'S INTL PP1 GR 739.1 (56.6) (19.2) PAPA JOHN'S INTL PZZAEUR EU 739.1 (56.6) (19.2) PHILIP MORRIS IN PM US 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1 EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 GR 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1CHF EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1 TE 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 TH 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1EUR EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMI SW 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 QT 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMOR AV 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM* MM 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMIZ IX 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMIZ EB 38,042.0 (10,185.0) (2,745.0) PLANET FITNESS-A 3PL TH 1,509.6 (354.0) 283.0 PLANET FITNESS-A 3PL GR 1,509.6 (354.0) 283.0 PLANET FITNESS-A 3PL QT 1,509.6 (354.0) 283.0 PLANET FITNESS-A PLNT1EUR EU 1,509.6 (354.0) 283.0 PLANET FITNESS-A PLNT US 1,509.6 (354.0) 283.0 PLANET FITNESS-A PLNT1USD EU 1,509.6 (354.0) 283.0 PRIORITY TECHNOL PRTH US 472.1 (85.1) 11.7 PURPLE INNOVATIO PRPL US 84.4 (2.7) 13.4 REATA PHARMACE-A RETAEUR EU 331.3 (4.6) 256.3 REATA PHARMACE-A RETA US 331.3 (4.6) 256.3 REATA PHARMACE-A 2R3 GR 331.3 (4.6) 256.3 RECRO PHARMA INC RAH GR 181.0 (19.0) 68.1 RECRO PHARMA INC REPH US 181.0 (19.0) 68.1 RESVERLOGIX CORP RVX CN 14.4 (156.5) (64.0) REVLON INC-A RVL1 GR 3,041.7 (1,132.2) 9.3 REVLON INC-A REVEUR EU 3,041.7 (1,132.2) 9.3 REVLON INC-A RVL1 TH 3,041.7 (1,132.2) 9.3 REVLON INC-A REV US 3,041.7 (1,132.2) 9.3 REVLON INC-A REVUSD EU 3,041.7 (1,132.2) 9.3 RH RH US 1,806.0 (23.0) (235.5) RH RHEUR EU 1,806.0 (23.0) (235.5) RH RS1 GR 1,806.0 (23.0) (235.5) RH RH* MM 1,806.0 (23.0) (235.5) RIMINI STREET IN RMNI US 124.2 (135.8) (110.6) ROSETTA STONE IN RS8 GR 174.8 (9.8) (71.6) ROSETTA STONE IN RST US 174.8 (9.8) (71.6) ROSETTA STONE IN RST1EUR EU 174.8 (9.8) (71.6) ROSETTA STONE IN RST1USD EU 174.8 (9.8) (71.6) RR DONNELLEY & S RRDUSD EU 3,667.4 (250.0) 720.4 SALLY BEAUTY HOL SBH US 2,092.6 (145.1) 753.4 SALLY BEAUTY HOL S7V GR 2,092.6 (145.1) 753.4 SALLY BEAUTY HOL SBHEUR EU 2,092.6 (145.1) 753.4 SBA COMM CORP SBJ TH 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBAC US 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBACEUR EU 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP 4SB GR 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBACUSD EU 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBAC* MM 9,312.8 (3,302.8) (1,104.1) SCIENTIFIC GAMES SGMS US 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES SGMSUSD EU 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES TJW GR 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES TJW TH 8,837.0 (2,423.0) 660.0 SEALED AIR CORP SDA GR 5,155.0 (292.4) 74.1 SEALED AIR CORP SEE US 5,155.0 (292.4) 74.1 SEALED AIR CORP SDA TH 5,155.0 (292.4) 74.1 SEALED AIR CORP SDA QT 5,155.0 (292.4) 74.1 SEALED AIR CORP SEE1EUR EU 5,155.0 (292.4) 74.1 SERES THERAPEUTI MCRB US 107.0 (69.8) 26.2 SERES THERAPEUTI 1S9 GR 107.0 (69.8) 26.2 SERES THERAPEUTI MCRB1EUR EU 107.0 (69.8) 26.2 SHELL MIDSTREAM 49M GR 1,915.0 (254.0) 246.0 SHELL MIDSTREAM 49M TH 1,915.0 (254.0) 246.0 SHELL MIDSTREAM SHLX US 1,915.0 (254.0) 246.0 SHELL MIDSTREAM SHLXUSD EU 1,915.0 (254.0) 246.0 SILK ROAD MEDICA SILK US 38.7 (52.8) 18.3 SILK ROAD MEDICA 2OW GR 38.7 (52.8) 18.3 SILK ROAD MEDICA SILKEUR EU 38.7 (52.8) 18.3 SILK ROAD MEDICA 2OW TH 38.7 (52.8) 18.3 SILK ROAD MEDICA SILKUSD EU 38.7 (52.8) 18.3 SINO UNITED WORL SUIC US 0.1 (0.1) (0.1) SIX FLAGS ENTERT 6FE GR 2,724.9 (239.9) (308.6) SIX FLAGS ENTERT SIX US 2,724.9 (239.9) (308.6) SIX FLAGS ENTERT SIXEUR EU 2,724.9 (239.9) (308.6) SIX FLAGS ENTERT SIXUSD EU 2,724.9 (239.9) (308.6) SLEEP NUMBER COR SNBR US 770.7 (124.6) (399.8) SLEEP NUMBER COR SL2 GR 770.7 (124.6) (399.8) SLEEP NUMBER COR SNBREUR EU 770.7 (124.6) (399.8) STARBUCKS CORP SRB GR 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SRB TH 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX* MM 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX AV 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXEUR EU 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX TE 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX CI 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXUSD SW 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXUSD EU 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SRB QT 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXCHF EU 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX SW 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX IM 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX US 17,641.9 (5,035.2) (321.1) STARBUCKS-BDR SBUB34 BZ 17,641.9 (5,035.2) (321.1) STARBUCKS-CEDEAR SBUX AR 17,641.9 (5,035.2) (321.1) STEALTH BIOTHERA MITO US 15.5 (175.3) (27.3) STEALTH BIOTHERA S1BA GR 15.5 (175.3) (27.3) SUNPOWER CORP S9P2 GR 2,307.7 (221.5) 190.3 SUNPOWER CORP S9P2 TH 2,307.7 (221.5) 190.3 SUNPOWER CORP SPWR US 2,307.7 (221.5) 190.3 SUNPOWER CORP S9P2 QT 2,307.7 (221.5) 190.3 SUNPOWER CORP S9P2 SW 2,307.7 (221.5) 190.3 SUNPOWER CORP SPWREUR EU 2,307.7 (221.5) 190.3 SUNPOWER CORP SPWRUSD EU 2,307.7 (221.5) 190.3 TAUBMAN CENTERS TU8 GR 4,451.4 (331.9) - TAUBMAN CENTERS TCO US 4,451.4 (331.9) - TRANSDIGM GROUP TDG US 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP T7D GR 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP TDG* MM 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP TDGEUR EU 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP T7D QT 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP T7D TH 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP TDGUSD EU 17,797.2 (1,482.2) 3,869.3 TRIUMPH GROUP TG7 GR 2,873.9 (573.3) 265.8 TRIUMPH GROUP TGI US 2,873.9 (573.3) 265.8 TRIUMPH GROUP TGIEUR EU 2,873.9 (573.3) 265.8 TUPPERWARE BRAND TUP GR 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP US 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP TH 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP1EUR EU 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP QT 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP1USD EU 1,438.8 (184.0) (141.3) UNISYS CORP USY1 TH 2,484.5 (1,282.5) 345.4 UNISYS CORP USY1 GR 2,484.5 (1,282.5) 345.4 UNISYS CORP UIS1 SW 2,484.5 (1,282.5) 345.4 UNISYS CORP UIS US 2,484.5 (1,282.5) 345.4 UNISYS CORP UISEUR EU 2,484.5 (1,282.5) 345.4 UNISYS CORP UISCHF EU 2,484.5 (1,282.5) 345.4 UNISYS CORP USY1 QT 2,484.5 (1,282.5) 345.4 UNISYS CORP UIS EU 2,484.5 (1,282.5) 345.4 UNITI GROUP INC UNIT US 4,697.3 (1,463.5) - UNITI GROUP INC 8XC GR 4,697.3 (1,463.5) - UNITI GROUP INC CSALUSD EU 4,697.3 (1,463.5) - UNITI GROUP INC 8XC TH 4,697.3 (1,463.5) - VALVOLINE INC 0V4 GR 1,914.0 (298.0) 343.0 VALVOLINE INC 0V4 TH 1,914.0 (298.0) 343.0 VALVOLINE INC VVVEUR EU 1,914.0 (298.0) 343.0 VALVOLINE INC 0V4 QT 1,914.0 (298.0) 343.0 VALVOLINE INC VVV US 1,914.0 (298.0) 343.0 VALVOLINE INC VVVUSD EU 1,914.0 (298.0) 343.0 VANTAGE DRILL-UT VTGGF US 1,107.9 (112.5) 228.5 VECTOR GROUP LTD VGR US 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGR GR 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGR QT 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGREUR EU 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGRUSD EU 1,429.2 (590.1) 324.7 VERISIGN INC VRSN US 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS GR 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS TH 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSNEUR EU 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS QT 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSN* MM 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSNUSD EU 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS SW 1,919.7 (1,406.1) 374.0 W&T OFFSHORE INC UWV GR 842.5 (372.6) 14.6 W&T OFFSHORE INC WTI1EUR EU 842.5 (372.6) 14.6 W&T OFFSHORE INC WTI US 842.5 (372.6) 14.6 WAYFAIR INC- A 1WF QT 2,113.9 (479.1) (112.0) WAYFAIR INC- A 1WF GR 2,113.9 (479.1) (112.0) WAYFAIR INC- A WEUR EU 2,113.9 (479.1) (112.0) WAYFAIR INC- A W US 2,113.9 (479.1) (112.0) WEIGHT WATCHERS WW6 GR 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW US 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WTW AV 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WTWEUR EU 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW6 QT 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW6 TH 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WTWUSD EU 1,526.2 (815.1) (44.7) WESTERN UNIO-BDR WUNI34 BZ 9,432.0 (374.2) 190.9 WESTERN UNION W3U TH 9,432.0 (374.2) 190.9 WESTERN UNION WU* MM 9,432.0 (374.2) 190.9 WESTERN UNION W3U GR 9,432.0 (374.2) 190.9 WESTERN UNION WU US 9,432.0 (374.2) 190.9 WESTERN UNION WUEUR EU 9,432.0 (374.2) 190.9 WESTERN UNION W3U QT 9,432.0 (374.2) 190.9 WESTERN UNION WUUSD EU 9,432.0 (374.2) 190.9 WIDEOPENWEST INC WOW US 2,462.2 (284.2) (97.6) WIDEOPENWEST INC WU5 GR 2,462.2 (284.2) (97.6) WIDEOPENWEST INC WOW1EUR EU 2,462.2 (284.2) (97.6) WIDEOPENWEST INC WU5 QT 2,462.2 (284.2) (97.6) WINGSTOP INC WING US 151.5 (220.5) 5.4 WINGSTOP INC EWG GR 151.5 (220.5) 5.4 WINGSTOP INC WING1EUR EU 151.5 (220.5) 5.4 WINMARK CORP WINA US 46.8 (21.5) 6.9 WINMARK CORP GBZ GR 46.8 (21.5) 6.9 WYNDHAM DESTINAT WD5 TH 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WD5 QT 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WYNEUR EU 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WYND US 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WYNUSD EU 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WD5 GR 7,370.0 (584.0) 525.0 YELLOW PAGES LTD Y CN 418.5 (106.1) 82.7 YRC WORLDWIDE IN YEL1 GR 1,928.8 (349.5) 14.9 YRC WORLDWIDE IN YRCW US 1,928.8 (349.5) 14.9 YRC WORLDWIDE IN YEL1 QT 1,928.8 (349.5) 14.9 YRC WORLDWIDE IN YRCWEUR EU 1,928.8 (349.5) 14.9 YRC WORLDWIDE IN YEL1 TH 1,928.8 (349.5) 14.9 YRC WORLDWIDE IN YRCWUSD EU 1,928.8 (349.5) 14.9 YUM! BRANDS INC TGR TH 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR GR 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUMUSD SW 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUMUSD EU 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUMEUR EU 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR QT 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUMCHF EU 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM SW 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM US 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM* MM 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM AV 4,744.0 (7,904.0) (141.0) ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***