/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190529.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 29, 2019, Vol. 23, No. 148 Headlines 1ST HOSPITALITY: Unsecureds to Recoup 100% Over 5 Years Under Plan 7215 N OAKLEY: Plan Outline Hearing Scheduled for July 11 ABBVIE INC: Fund Sues over Patent Thicket for Humira Drug ADVISOR GROUP: Moody's Puts B1 CFR on Review for Downgrade ALM MEDIA: S&P Lowers ICR to 'CCC+' on Elevated Refinancing Risk AMERILIFE GROUP: Moody's Affirms B3 CFR & Alters Outlook to Stable ANASTASIA HOLDINGS: S&P Alters Outlook to Negative on Weak Sales ARETEC GROUP: Moody's Affirms B3 Corporate Family Rating ART OF DECORATION: Disclosures OK'd; July 30 Plan Hearing ASTRIA HEALTH: U.S. Trustee Forms 7-Member Committee BEEHIVE TRUCK: Plan and Disclosure Statement Hearing Set for July 1 BLACKSTONE CQP: Moody's Assigns First Time B1 Corp. Family Rating BRISTOW GROUP: U.S. Trustee Forms 7-Member Committee BUZZ TEAM: Case Summary & 20 Largest Unsecured Creditors C & S JANITORIAL: United States Wants Ch. 11 Trustee Appointment CAH ACQUISITION: U.S. Trustee Unable to Appoint Committee CALFRAC WELL: S&P Alters Outlook to Stable & Affirms 'B-' ICR CARDTRONICS PLC: S&P Affirms 'BB' ICR; Outlook Stable CARLOS ROBLES: Amends Treatment of Oriental Bank's Claims CARUGATI CONSTRUCTION: Disputes Claims Filed by REI and TSEI CLOUD PEAK: Shareholders Seek Equity Panel, Tap Bayard as Counsel CONSTELLIS HOLDINGS: S&P Downgrades ICR to 'B-'; Outlook Negative DISASTERS STRATEGIES: June 20 Plan Confirmation Hearing Set DISASTERS STRATEGIES: Unsecureds to Get 5% Dividend Under Plan DONALD STOVER: $1.6M Sale of Richmond Property to Brunson Approved E Z MAILING: Scheduled Meeting to Form Creditors' Panel EASTMAN KODAK: Closes Sale of $100 Million Convertible Notes EASTMAN KODAK: Shareholders Re-Elect Seven Directors EDWARD ASSOCIATES: Taps Berkshire Hathaway as Realtor ENDEAVOR OPERATING: S&P Affirms 'B' ICR on Anticipated IPO FALCON V: U.S. Trustee Appointed 2 New Committee Members FRESHSTART HOME: Seeks to Hire Derrick Paine as Real Estate Broker FULCRUM EXPLORATION: Seeks to Hire JDL, Appoint CRO GRANT STREET: Trustee's $2.7M Sale of Framingham Property Approved GREAT LAKES DREDGE: S&P Hikes ICR to 'B'; Outlook Stable GREEN COUNTRY ENERGY: S&P Cuts $319MM Sr. Sec. Notes Rating to 'B+' GRM BAY: $1.5M Sale of Beltsville Property to College Park Approved GUAM EDUCATION: S&P Cuts Rating to 'BB' on 2016A COPs; Off Watch GULFSTREAM DIAGNOSTICS: $45K Sale of Lab Equipment to Everly Okayed GULFVIEW MEDICAL: June 19 Hearing on Plan Confirmation Set HOUSE OF FLOORS: U.S. Trustee Objects to Disclosure Statement HOYT CONTRACTORS: June 28 Tentative Plan Confirmation Hearing Date INSYS THERAPEUTICS: Appoints New Member to Board of Directors INTEGRATED STRUCTURES: July 23 Plan Confirmation Hearing J&B HALDEMAN: U.S. Trustee Unable to Appoint Committee JACKIES COOKIE: $550K Sale of All Assets to CEO/Owner Approved JAGUAR HEALTH: All Proposals Approved at Annual Meeting JAGUAR HEALTH: Reports 2019 First Quarter Financial Results K&D INDUSTRIAL: $500K Sale of Business Assets to Cleaning Approved KIRTAN LLC: U.S. Trustee Unable to Appoint Committee MARJORIE ANN POLLY: $828K Sale of Las Vegas Residence Approved MARKPOL DISTRIBUTORS: Committee Taps Skutch as Financial Advisor MICROVISION INC: All Four Proposals Approved at Annual Meeting MID-CITIES HOME: Wins Approval for Rosen Systems as Auctioneer MONITRONICS INTERNATIONAL: Provides Preliminary Financial Results MS Z HOLDINGS: Court Approves Disclosure Statement, Confirms Plan NCW PROPERTIES: Unsecureds' Recovery Unknown in 2nd Amended Plan NOBLE REY: June 14 Plan and Disclosure Statement Hearing Set NRC GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable ORCHIDS PAPER: June 27 Auction of All Assets Set OREXIGEN THERAPEUTICS: Records Provision Added in Modified Plan PARTY CITY: S&P Affirms 'B+' ICR on Expected Operating Stability PERIWINKLE PARTNERS: Plan Confirmation Hearing Continued to June 12 PERIWINKLE PARTNERS: Regions Bank Objects to Disclosure Statement PHOENIX COLLEGIATE ACADEMY, AZ: S&P Withdraws 'BB' 2012 Bond Rating PRECIPIO INC: CEO Adopts Trading Plan to Purchase Common Stock QUALITY SLEEP: U.S. Trustee Objects to Disclosure Statement RAYONIER ADVANCED: S&P Alters Outlook to Negative on Weak Earnings RENNOVA HEALTH: Defers Settlement Payment Date Until May 30 RICHLAND FARMS: Sale of Equipment for Minimum Sale Price Approved RIOT BLOCKCHAIN: Signs Sales Agreement with Wainwright ROCK SPRINGS: Taps Almanza CPA Firm as Accountant RX PLUS: Seeks to Hire Maltz Auctions as Appraiser SAMSON OIL: Incurs $3.80 Million Net Loss in Third Quarter SANABI INVESTMENTS: Creditor Seeks Trustee Appointment SANDRA W RUTHERFORD: $775K Sale of Pikeville Property Approved SCHAEFER AMBULANCE: Taps Matthew J. Borror as Special Counsel SCHULTE PROPERTIES: CitiMortgage Objects to Disclosure Statement SCHULTE PROPERTIES: Plan Outline Fatally Flawed, Rushmore Complains SEARS FARM: Court Approves Disclosure Statement, Confirms Plan SIWF HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR SOUTHERN ILLINOIS FAMILY: U.S. Trustee Unable to Appoint Committee SOUTHWEST SAFETY: Unsecureds to Receive 5% Dividend Under Plan SSH HOLDINGS: S&P Raises ICR to 'B' on Refinancing; Outlook Stable STAND-UP MULTI-POSITIONAL: Unsecureds to Get 10% Under Plan STRUSS FARMS: Court Approves Disclosure Statement SUPER HERO KIDS: Seeks to Hire Mastrodomenico as Accountant TAILWIND SMITH: S&P Affirms 'B' Rating on First-Lien Term Loan TECHNICAL COMMUNICATIONS: Gets Noncompliance Notice from Nasdaq TORTOISE PARENT: S&P Alters Outlook to Negative, Affirms BB- ICR TREEHOUSE FOODS: S&P Alters Outlook to Negative, Affirms BB- ICR TRIPLE POINT: S&P Removes 'CCC' ICR from CreditWatch Positive U & J CAFE: Court Approves Disclosure Statement, Confirms Plan VERNON PARK: Unsecureds' Recovery Reduced to 20% Under New Plan VERTIV GROUP: S&P Rates $120MM Sr. Secured Second-Lien Notes 'B-' VG LIQUIDATION: Amended Plan Discloses Global Settlement Agreement VICTORIA COMPANY: U.S. Trustee Unable to Appoint Committee VISTA OUTDOOR: S&P Alters Outlook to Negative, Affirms 'B+' ICR W RESOURCES: $118K Sale of Immovable East Rouge Property Approved W RESOURCES: Modifies Treatment of Midway's Secured Claim WARRIACH INC: Court Approves Amended Plan Outline WASTE SERVICES: $7.5M Private Sale of Assets to Oak Ridge Approved WHITE STAR: Case Summary & 30 Largest Unsecured Creditors WHITTY IT SOLUTIONS: Taps Arnold Financial as Financial Advisor WIT'S END RANCH: Plan Confirmation Hearing Set for June 27 ********* 1ST HOSPITALITY: Unsecureds to Recoup 100% Over 5 Years Under Plan ------------------------------------------------------------------ 1st Hospitality, LLC filed with the U.S. Bankruptcy Court for the District of Nebraska a first amended chapter 11 plan of reorganization. The first amended plan provides for the reorganization of Debtor as going concern hotel property. Importantly, under this Plan, Secured Creditors will be paid in full with interest over time and Debtor's general unsecured creditors will receive distributions representing 100% of their allowed claims over a period of five years unless otherwise agreed to in writing either under this Plan or from third party sources. Upon the Effective Date, all of Debtor's Property will continue to be owned by the Reorganized Debtor. The membership interests in the Debtor will continue to be owned by the Daves. Debtor will continue to own and operate the hotel and use the funds generated from the business and Sonal Dave's contributions to pay Debtor's creditors pursuant to the terms of this Plan. In addition, Sonal Dave will contribute funds each month after the Effective Date during the term of this Plan from her unrelated personal earnings to help fund payments to Unity Bank under the Plan of Reorganization pursuant to the following schedule: (a) $1,500 per month for months 1-36 following the Effective Date; (b) $1,750 per month for months 37-72 following the Effective Date (c) $2,000 per month for months 73-108 following the Effective Date. (d) $2,250 per month for months 109 through the Maturity Date of the Unity Bank Claim. The Sonal Payment will be applied first to the repayment of the Default Balance, and then to the POC Principal Balance. Once the Default Balance is paid in full, the Sonal Payment will be applied to the POC Principal Balance solely as an additional principal payment. The obligation of Sonal Dave to contribute the Sonal Payment will cease when the Secured Claims of Unity Bank have been paid in full. A copy of the First Amended Plan is available at https://tinyurl.com/y38lbwwu from Pacermonitor.com at no charge. About 1st Hospitality Based in Mountain Lakes, NJ, 1st Hospitality LLC is the fee simple owner of a real property located 117 Cody Avenue, Alliance, NE 69301 with a revenue-based valuation of $1.62 million. 1st Hospitality filed for chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 18-41602) on Sept. 29, 2018, listing its total assets at $1,695,743 and total liabilities at $2,015,767. The petition was signed by Anupam Dave, member. Judge Thomas L. Saladino presides over the case. 7215 N OAKLEY: Plan Outline Hearing Scheduled for July 11 --------------------------------------------------------- Bankruptcy Judge Deborah L. Thorne will convene a hearing on July 11, 2019 at 10:30 a.m. to consider the adequacy of 7215 N Oakley, LLC's disclosure statement. A hearing on the confirmation of the Debtor's chapter 11 plan is set for August 22, 2019 at 10:30 a.m. Any and all objections to the plan must be filed on or before August 9, 2019. Ballots accepting or rejecting the plan is due on or before August 16, 2019. The first amended plan amends the treatment of MRR 7215's Secured Claim. MRR 7215 holds a secured Claim for $2,347,278 million and a deficiency claim of $634,603.04. If MRR 7215 does not make a Section 1111(b) Election, MRR 7215 will receive $2,347,278 within 60 days of the Effective Date. If MRR 7215 does make the Section 1111(b) Election, MRR 7215 will receive (i) $207,278, funded with the proceeds of the New Equity Contribution within 10 days of the Effective Date; (ii) MRR 7215 shall also receive a note in the amount of its Allowed Claim, less the New Value Pay-Down Amount, which will be paid by the Debtor as follows: (i) $14,000.00 a month for the first (6) months following the Effective Date, (ii) $11,894.82 a month for the next 54 months, and (iii) a balloon payment on the last day of the 60th month following the Effective Date in an amount as is necessary to ensure that the Section 1111(b) Payments and the New Value Amount equal MRR 7215’s Allowed Claim and satisfy the requirements under 11 U.S.C. section 1129(b)(2)(A)(i)(II) using a discount factor of 7.5% (the current prime rate plus two percent). A copy of the Disclosure Statement dated May 14, 2019 is available at https://tinyurl.com/y23ps465 from Pacermonitor.com at no charge. About 7215 N Oakley 7215 N Oakley LLC is an Illinois limited liability corporation with its principal offices located at 30 Coventry Road, Northfield, Illinois 60093. The Debtor listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 7215 N Oakley, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-07309) on March 14, 2018. In the petition signed by Nick Stein, manager, the Debtor estimated assets and liabilities of at least $10 million. The case is assigned to Judge Deborah L. Thorne. Robert W Glantz, Esq., at Shaw Fishman Glantz & Towbin LLC, is the Debtor's counsel. ABBVIE INC: Fund Sues over Patent Thicket for Humira Drug --------------------------------------------------------- A class action complaint has been filed against AbbVie, Inc. et al for violations of federal antitrust laws and state antitrust, consumer protection, and common laws. The case is captioned LOCALS 302 & 612 OF THE INTERNATIONAL UNION OF OPERATING ENGINEERS-EMPLOYERS CONSTRUCTION INDUSTRY HEALTH AND SECURITY TRUST FUND, on behalf of itself and all others similarly situated, Plaintiff, v. ABBVIE INC., ABBVIE BIOTECHNOLOGY LTD., AMGEN INC., SAMSUNG BIOEPIS CO., LTD., MYLAN INC., MYLAN PHARMACEUTICALS, INC., SANDOZ, INC., FRESENIUS KABI USA, LLC, PFIZER INC., and MOMENTA PHARMACEUTICALS, INC., Defendants, Case No. 1:19-cv-02799 (N.D. Ill., April 25, 2019). Plaintiff's claims arise from Defendants' anticompetitive scheme to restrain competition in the market for Humira and its biosimilar competitors in the United States. AbbVie has allegedly erected significant barriers to entry to block biosimilar competition. Specifically, AbbVie has created and employed an exclusionary "patent thicket," an unlawful scheme whereby it secured over 100 patents designed solely to insulate Humira from any biosimilar competition in the United States for years to come. Amgen, Bioepis, Mylan, Sandoz, Fresenius, Pfizer, and Momenta each entered in an unlawful market division agreement with AbbVie. Each Defendant conspired with AbbVie in violate federal and state laws by entering into unlawful market division agreements, which are used by AbbVie to maintain its Humira monopoly. AbbVie Inc. is a Delaware corporation with its principal place of business at 1 North Waukegan Road, North Chicago, Illinois. [BN] The Plaintiff is represented by: Michael J. Freed, Esq. Steven A. Kanner, Esq. Robert J. Wozniak, Esq. Brian M. Hogan, Esq. FREED KANNER LONDON & MILLEN LLC 2201 Waukegan Road, Suite 130 Bannockburn, IL 60015 Telephone: (224) 632-4500 E-mail: skanner@fklmlaw.com mfreed@fklmlaw.com rwozniak@fklmlaw.com bhogan@fklmlaw.com - and - Gregory S. Asciolla, Esq. Jay L. Himes, Esq. Christopher J. McDonald, Esq. Robin A. van der Meulen, Esq. Matthew J. Perez, Esq. Lara Goldstone, Esq. Domenico Minerva, Esq. LABATON SUCHAROW LLP 140 Broadway New York, NY 10005 Telephone: (212) 907-0700 Facsimile: (212) 818-0477 E-mail: gasciolla@labaton.com jhimes@labaton.com cmcdonald@labaton.com rvandermeulen@labaton.com mperez@labaton.com lgoldstone@labaton.com dminerva@labaton.com - and - Roberta D. Liebenberg, Esq. Jeffrey S. Istvan, Esq. Paul Costa, Esq. Adam J. Pessin, Esq. FINE, KAPLAN AND BLACK, R.P.C. One South Broad Street, 23rd Floor Philadelphia, PA 19107 Telephone: (215) 567-6565 Facsimile: (215) 568-5872 E-mail: rliebenberg@finekaplan.com jistvan@finekaplan.com pcosta@finekaplan.com apessin@finekaplan.com - and - Stephanie A. Scharf, Esq. SCHARF BANKS MARMOR LLC 333 West Wacker Drive, Suite 450 Chicago, IL 60606 Telephone: (312) 662-6999 E-mail: sscharf@scharfbanks.com - and - Joseph Goldberg, Esq. FREEDMAN BOYD HOLLANDER GOLDBERG URIAS & WARD P.A. 20 First Plaza, Suite 700 Albuquerque, NM 87102 Telephone: (505) 244-7520 E-mail: jg@fdblaw.com ADVISOR GROUP: Moody's Puts B1 CFR on Review for Downgrade ---------------------------------------------------------- Moody's Investors Service has placed Advisor Group, Inc.'s ("AG") B1 Corporate Family Rating, B1-PD Probability of Default Rating (PDR) and its B1 Senior Secured Term Loan rating on review for downgrade. The outlook has been changed to rating under review from stable. Moody's notes that AG's existing $650 million senior secured term loan due August 2025 is subject to a change of control put. This ratings reviews follows the announcement that private equity sponsor Reverence Capital Partners ("RCP") is acquiring 75% of AG from current owners, Lightyear Capital and PSP Investments. The transaction value is estimated to be in excess of $2 billion. The transaction is expected to close in Q3 2019. The following ratings were placed on review for downgrade: Issuer: Advisor Group, Inc. -- Corporate Family Rating, Placed on Review for Downgrade, currently B1 -- Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD -- $650 million Senior Secured Term Loan, Placed on Review for Downgrade, currently B1 -- $100 million Senior Secured Revolving Credit Facility, Placed on Review for Downgrade, currently B1 Outlook Actions: Issuer: Advisor Group, Inc. -- Outlook, Changed to Rating Under Review From Stable RATINGS RATIONALE The review for downgrade will consider AG's capital structure once the transaction is closed, and any change in business strategy under the new private equity owner. The review will be concluded on or close to transaction closing. Moody's expects the new private equity owner Reverence Capital Partners will push a significant portion of the acquisition cost down to AG and increase AG's leverage (currently 3.9x). Moody's currently have a downgrade leverage trigger for AG at 6x. AG's B1 rating is constrained by its small scale in terms of net revenues, weak profitability, high financial leverage and limited operating history as an independent company. Leverage as measured by adjusted debt-to-EBITDA has improved to 3.9x from a high of 5.6x in 2018. The rating is supported by several positive operating factors including: 1) the company's diversified revenue mix, which is largely recurring in nature; 2) lower sensitivity to market action compared to other wealth and asset managers and; 3) the company's FDIC cash sweep product which is benefiting from higher short-term rates. These factors have contributed to strong EBITDA growth (+62%) to $164 million in 2018. Furthermore, we expect the recent acquisition of Signator and and the Questar transaction, among other factors, will contribute to further EBITDA growth in 2019. The review for downgrade reflects that AG's leverage likely will be near, if not exceeding, Moody's published downgrade triggers of 6.0x debt-to-EBITDA along with additional dividend recapitalizations. The additional interest expense would also adversely impact the pre-tax margin, which is already low. Moody's notes that this transaction could result in a one to two notch downgrade depending on the financing terms and the strategic direction of the new owners. If the RCP deal closes, as anticipated, an upgrade would be unlikely due to the likely significant increase in leverage. In the meantime, Moody's is leaving its upgrade drivers unchanged, which include: 1) Debt-to-EBITDA sustained below 4.5x; 2) annual net revenues exceeding $400 million; 3) pre-tax income margin sustained above 10% and; 4) sustained AUM growth on AG's proprietary platform. Conversely, factors that could lead to a downgrade include: 1) a 10% decline in advisors; 2) debt-to-EBITDA ratio over 6.0x; 3) a 10% or more decline of AUM on AG's proprietary platform; and 4) additional dividend recapitalization transactions. AG is among the largest networks of independent financial advisors in the U.S. with over 7,000 advisors. Its platform offers services including technology, sales, administrative, legal and compliance support. The independent wealth advisor/registered investment advisor ("RIA") sector in which AG operates is fragmented and growing at a modest rate as it takes market share from the traditional broker dealers. Moody's views the industry as very competitive with a significant level of legal, compliance and market risk that is characteristic of an industry which manages clients' savings. The principal methodology used in these ratings was Asset Managers published in March 2019. As of December 31, 2018, AG had $228 billion in assets under administration including $54 billion in assets under management on its proprietary platform. AG had been part of American International Group, Inc. ("AIG", Baa1 stable) but was sold to its current private equity owners in 2016. ALM MEDIA: S&P Lowers ICR to 'CCC+' on Elevated Refinancing Risk ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. legal publisher ALM Media LLC to 'CCC+' from 'B-' to reflect its elevated leverage and its lack of an evident plan to refinance its $22.5 million revolving credit facility and $190 million first-lien term loan maturing on July 31, 2020. At the same time, S&P lowered its issue-level rating on ALM's first-lien credit facility to 'B-' from 'B' and its issue-level rating on the company's second-lien term loan to 'CCC-' from 'CCC'. "Our downgrade reflects the refinancing risk associated with ALM's 2020 debt maturities given its poor ongoing performance, its currently elevated leverage in the mid-6x area, and the possibility that unfavorable conditions in the debt markets could increase its refinancing risk," S&P said, adding that it expects leverage to remain elevated at around 6x in 2019. ALM has faced revenue declines in recent years primarily due to a secular shift away from print and toward digital advertising, which the company has responded to by implementing cost-savings initiatives to stabilize its EBITDA. "While it has made strides in managing its costs over the past 12 months, we believe there is little opportunity for it to materially improve its EBITDA growth and leverage. Therefore, we believe its leverage will remain elevated in the 6x area over the next 12 months, which we view as high for a small company exposed to advertising volatility and print revenue declines," S&P said. S&P's negative outlook on ALM reflects the potential that it will lower the rating if the company's first-lien credit facility becomes current in August 2019, which, in the rating agency's view, would increase the likelihood of a liquidity shortfall in 2020. "We could lower our rating on ALM if its first-lien debt becomes current or if we expect the company to pursue a distressed exchange in the next 12 months," S&P said. "We could raise our rating on ALM if the company successfully refinances its capital structure at par. In order to raise our rating, its business would also need to remain stable with no major client or contract losses," the rating agency said. AMERILIFE GROUP: Moody's Affirms B3 CFR & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of AmeriLife Group, LLC (AmeriLife) following the company's announcement that it plans to refinance its existing senior secured credit facilities. The rating agency has also assigned ratings of B2 and Caa2 to AmeriLife's proposed first-lien and second-lien senior secured credit facilities, respectively. Net proceeds will be used to refinance the company's existing $234 million senior secured term loans, fund near-term acquisitions, pay a shareholder dividend as well as related fees and expenses. Moody's has changed Amerilife's outlook to stable from positive based on the pending increase in financial leverage. RATINGS RATIONALE According to Moody's, AmeriLife's ratings reflect its good market position in delivering health, fixed annuity, life and supplemental products to the growing senior population, especially in Florida. The company distributes its products through multiple sources including a network of independent and captive career agents, and, to a lesser extent, through worksite, affinity groups and direct-to-consumer channels. These strengths are offset by the company's high financial leverage and modest size relative to other rated insurance brokers and service companies. AmeriLife has a business concentration in Medicare products, which are subject to political and regulatory pressures, and a geographic concentration in Florida, given its target market. Giving effect to this proposed refinancing, Moody's expects that AmeriLife will have a debt-to-EBITDA ratio in the 6.5x-7x range over the next 12-18 months, with (EBITDA - capex) interest coverage of 1.5x-2x, and a free-cash-flow-to- debt ratio in the low-to-mid-single digits. These pro forma metrics reflect Moody's accounting adjustments for operating leases, run-rate EBITDA from acquisitions, and certain other non-recurring items. While Moody's considers the issuance of debt to fund a shareholder dividend as credit negative, the rating agency expects AmeriLife to maintain its metrics consistent with its current ratings. Factors that could lead to an upgrade of AmeriLife's ratings include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex) coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio exceeding 5%. Factors that could lead to a downgrade of AmeriLife's ratings: (i) debt-to-EBITDA ratio remaining at or above 7x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed the following ratings of AmeriLife (and loss given default (LGD) assessments): -- Corporate family rating at B3; -- Probability of default rating at B3-PD; -- $30 million senior secured first-lien revolving credit facility (undrawn) maturing in July 2020 at B2 (LGD3); -- $177.5 million senior secured first-lien term loan ($161 million outstanding) maturing in July 2022 at B2 (LGD3); -- $72.5 million senior secured second-lien term loan ($72.5 million outstanding) maturing in January 2023 at Caa2 (LGD5). Moody's has assigned the following ratings (and loss given default (LGD) assessments): -- $40 million senior secured first-lien five-year revolving credit facility at B2 (LGD3); -- $250 million senior secured first-lien seven-year term loan at B2 (LGD3); -- $35 million senior secured first-lien seven-year delay draw term loan at B2 (LGD3); -- $70 million senior secured second-lien eight-year term loan at Caa2 (LGD6). The outlook for the issuer was changed to stable from positive. When the transaction closes, Moody's will withdraw the ratings from AmeriLife's existing first-lien and second-lien credit facilities as these facilities will be repaid/terminated. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. AmeriLife develops and distributes annuities, life and health, and Medicare insurance products across the US and Puerto Rico, primarily to the senior market. The company operates through a national distribution network of over 140,000 insurance agents and brokers via nearly 20 marketing organizations, and over 50 insurance agency locations. In 2018, AmeriLife generated revenues of $168 million. ANASTASIA HOLDINGS: S&P Alters Outlook to Negative on Weak Sales ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Anastasia Parent, LLC and its subsidiary to negative from stable and affirmed all of its ratings, including the 'B' issuer credit rating. The outlook revision reflects the risk that ABH will have difficulties stabilizing its operations during 2019 as growth in the prestige color cosmetics sector continues to decelerate and the company requires significant investments to build out its infrastructure, expand its e-commerce capabilities, and invests in new product innovations to restore sales growth. This could result in credit metrics deteriorating further from the current low-9x area, including adjusted leverage sustained over 10x (or 5x, excluding preferred stock). S&P expects the company to end 2019 with adjusted leverage around 9x (or 4.5x, excluding preferred stock), which is significantly higher than its previous expectation for the 7x area. The negative outlook reflects the risk that the company will fail to stabilize its declining sales and margins by the end of 2019, and leverage will be sustained above 10x. S&P said it could lower the ratings if the company cannot maintain leverage below 10x (5x excluding preferred stock). The rating agency estimates that for this to occur, EBITDA would need to decline 10% from its 2019 projected levels. This could occur if the company cannot offset its revenue decline in the U.S. wholesale channel with growth in international markets and e-commerce, according to S&P. "Failure to generate $10 million of free operating cash flow after required tax distribution could also result in a lower rating. Cash flow would be negatively affected if the company invests beyond our expectations on infrastructure and marketing for new product initiatives that fail to generate adequate returns," S&P said. "We could revise the outlook to stable if ABH is able to stem the decline in its domestic wholesale business with new product introductions and continues to expand internationally such that its top line stabilizes, and the company generates moderate levels of cash flow after tax distributions," S&P said. ARETEC GROUP: Moody's Affirms B3 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service affirmed Aretec Group, Inc.'s, B3 Corporate Family Rating (CFR), its B2 first lien senior secured term loan and revolving credit facility ratings and its Caa2 second lien senior secured term loan rating. Moody's said Aretec's outlook remains stable. The rating action follows Aretec's plan to upsize by $105 million its first lien senior secured term loan, the majority of which will be used to fund the acquisition of certain assets of Foresters Financial's US brokerage and investment advisory business (Foresters) with the remainder used for general working capital. Moody's said Aretec is Cetera Financial Group's (Cetera) holding company. Moody's affirmed the following ratings of Aretec Group, Inc.: -- Corporate Family Rating, affirmed at B3 -- $100 million first lien senior secured revolving credit facility, affirmed at B2 -- $825 million first lien senior secured term loan (proposed upsize to $930 million), affirmed at B2 -- $190 million second lien senior secured term loan, affirmed at Caa2 -- Outlook, remains stable RATINGS RATIONALE Moody's said Aretec's B3 CFR reflects its weak profitability and debt servicing capacity, with a pro forma Moody's adjusted-debt/EBITDA of around 6.5x following the acquisition of Foresters assets. Moody's said Aretec's stabilizing financial advisor base and growth strategy focused on advisor recruiting help support its CFR. Since October 2018, Aretec has operated under the ownership of Genstar Capital (Genstar), said Moody's. Aretec's planned acquisition of Foresters' assets provide it with the right to invite Forresters' approximately 450 independent financial advisors to join Cetera's platform. This forms part of Aretec's strategy of focusing on growth through recruiting while leveraging the Cetera platform to attract new advisors and their client assets. Moody's said the transaction's success, and the resulting growth through recruiting of financial advisors, will depend on the level of retained client assets during the transition period to Cetera's platform. Moody's said the acquisition purchase price would be adjusted downwards by the amount of Foresters revenue generated by those financial advisors who choose not to join Cetera's platform prior to closing, thereby limiting Aretec's risk of paying an inflated purchase price should a significant portion of Foresters' advisors choose not to join Cetera. Although Aretec's revenue has benefited from macroeconomic tailwinds, including the higher interest rate environment as well as strengthening levels of client assets, Moody's expects recent market volatility, combined with lower prospects for short-term rate hikes, to limit Aretec's organic growth in asset-based revenue. Moody's said Aretec's stable outlook reflects its stabilizing financial advisor base following its predecessor's May 2016 emergence from bankruptcy, and the related stability of its client assets under administration. Moody's expects further net revenue and EBITDA growth to be broadly driven by Aretec's recruiting of financial advisors. Moody's said it expects the de-levering benefits from EBITDA growth to be offset by further debt-funded bolt-on acquisitions in due course, that would limit the opportunity for Aretec to de-lever significantly from its current level. Factors that could lead to an upgrade: -- Sustained improvement in debt leverage below 5.5x -- Strong advisor recruitment, and advisor retention rates, leading to growth in client assets and improving profitability Factors that could lead to a downgrade: -- Sustained increase in leverage above 7.5x via a further increase in debt or a deterioration in operating results -- Significant decline in number of financial advisors or a deterioration in retention levels Aretec is the holding company of Cetera Financial Group. Cetera provides financial advice and services through its core independent broker-dealer and investment advisor subsidiaries. ART OF DECORATION: Disclosures OK'd; July 30 Plan Hearing --------------------------------------------------------- Bankruptcy Judge Stacey L. Meisel approved Art of Decoration, Inc.'s disclosure statement referring to a chapter 11 plan dated March 12, 2019. Written acceptances, rejections, or objections to the plan must be filed seven days before the hearing on the confirmation of the plan. July 30, 2019 at 11:00 a.m. is fixed as the date and time for hearing on the confirmation of the plan. Art of Decoration, Inc., filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-21351) on June 4, 2018, and is represented by Alla Kachan, Esq. ASTRIA HEALTH: U.S. Trustee Forms 7-Member Committee ---------------------------------------------------- Gregory Garvin, acting U.S. trustee for Region 18, on May 24 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Astria Health and its affiliates. The committee members are: (1) CHSPSC, LLC Attn: Justin Pitt 4000 Meridian Blvd. Franklin, TN 37067 (615) 465-7370 (2) LocumTenens.com, LLC Attn: Adwoa Awotwi 2575 Northwinds Parkway Alpharetta, GA 30009 (678) 690-7915 (3) Community Health of Central Washington Attn: Mike Maples 501 S. 5th Avenue Yakima, WA 98902 (509) 574-6117 (4) Medtronic USA, Inc. Attn: Patrick McCoy 800 53rd Ave. NE Columbia Heights, MN 55421 (763) 505-6528 (5) Morrison Management Specialists, Inc. Attn: Jerry Carpenter 4721 Morrison Dr., Suite 300 Mobile, AL 36609 (251) 461-3020 (6) Apogee Physicians Attn: James Craft 15059 N. Scottsdale Rd. Scottsdale, AZ 85254 (602) 778-3613 (7) Boston Scientific Attn: Janine Karwacki 300 Boston Scientific Way Marlborough, MA 01752 (508) 382-0252 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 Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Washington through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D. Wash, Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and , the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. BEEHIVE TRUCK: Plan and Disclosure Statement Hearing Set for July 1 ------------------------------------------------------------------- Bankruptcy Judge Daniel P. Collins conditionally approved Beehive Truck and Auto, LLC's disclosure statement with respect to a chapter 11 plan dated May 10, 2019. The hearing to consider final approval of the disclosure statement and to consider confirmation of the plan will be held on July 1, 2019 at 10:00 a.m. The last day for filing written acceptances or rejections of the plan, and the last day for filing and serving written objections to the disclosure statement and confirmation of the plan is fixed as seven days prior to the hearing. The Troubled Company Reporter previously reported that under the plan, general unsecured creditors are classified in Class 4, and will receive a distribution of 100% of their allowed claims, each to be paid a pro rata share of monthly payments of $465, payable each month except December and January, beginning upon satisfaction of all administrative expense claims and continuing until the allowed amount of each claim has been paid in full. A copy of the Disclosure Statement dated May 10, 2019 is available at https://tinyurl.com/yyphqj7a from Pacermonitor.com at no charge. About Beehive Truck and Auto Beehive Truck and Auto, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-11882) on Sept. 27, 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 Kelly G. Black, PLC, as its legal counsel. BLACKSTONE CQP: Moody's Assigns First Time B1 Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Blackstone CQP Holdco LP (Blackstone CQP) including a B1 Corporate Family Rating (CFR), a B1-PD Probability of Default Rating (PDR) and a B1 rating to its proposed offering of a $2.5 billion senior secured first lien term loan facility. The outlook is stable. The term loan is secured in the stock of Blackstone CQP Holdco, and the 40% of Cheniere Energy Partners, L.P. units owned by Blackstone CQP. Blackstone CQP is the Blackstone entity through which The Blackstone Group L.P. funds, managed affiliates and co-investors (collectively, "Blackstone") have invested in Cheniere Energy Partners, L.P. (CQP, Ba2 stable). Blackstone CQP owns a 40% interest in CQP. CQP is a publicly traded master limited partnership (MLP) that owns Sabine Pass Liquefaction, LLC (SPL, Baa3 stable), a fully operational, highly contracted liquefied natural gas (LNG) export facility, the Sabine Pass LNG, L.P. (SPLNG, NR) regasification terminal, and Cheniere Creole Trail Pipeline, L.P. (CTPL, NR). Proceeds from the proposed term loan will be used to repay existing senior secured notes and to fund a distribution to Blackstone. "While debt at Blackstone CQP is structurally subordinated to debt at CQP and to significant debt aggregates at SPL, cash flows generated by SPL and distributed by CQP are stable and highly contracted through long term take-or-pay LNG contracts with investment grade counterparties," commented Andrew Brooks, Moody's Vice President. "Asset coverage is quite strong, and as an early investor in CQP, Blackstone CQP benefits from strong corporate governance rights." Assignments: Issuer: Blackstone CQP Holdco LP -- Probability of Default Rating, Assigned B1-PD -- Corporate Family Rating, Assigned B1 -- Senior Secured Term Loan, Assigned B1 (LGD4) Outlook Actions: Issuer: Blackstone CQP Holdco LP -- Outlook, Assigned Stable RATINGS RATIONALE Blackstone CQP's B1 CFR reflects the predictability and recurring nature of the long-dated, contractually derived cash flow, principally generated by SPL, distributed by CQP to its unitholders, including Blackstone CQP. Distributions received from CQP's operating subsidiaries are Blackstone CQP's sole source of cash flow for debt repayment. Based on the midpoint of CQP's 2019 distribution guidance of $2.45 per unit, cash flow accreting to Blackstone CQP in 2019 will be almost $500 million, with the market value of its 40% stake in CQP approximating $8.5 billion, a conservative 30% loan-to-value on the proposed $2.5 billion term loan. Moreover, with general partner Cheniere Energy, Inc. (LNG, NR) holding Incentive Distribution Rights (IDRs) in CQP, there is a strong incentive to increasingly grow CQP's distributions. Blackstone CQP's rating is further supported by the strong governance rights it wields over CQP's operations and strategic planning by virtue of its majority membership on the CQP Executive Committee of the Board and the significant extent of its influence at the CQP board of directors level. Blackstone CQP's B1 CFR is tempered by the extent to which its proposed $2.5 billion term loan is structurally subordinated to CQP's $2.7 billion of debt and SPL's highly leveraged capital structure comprised of approximately $14 billion debt (SPL is projected to remain in excess of 6x levered on a debt/EBITDA basis through at least 2025). SPLNG and CTPL are unlevered. Ratings also benefit from the stability and magnitude of distributions from SPL, a six-train LNG liquefaction facility (five trains fully operational, with a sixth in late stage development), with a 27 million tonnes per annum (tpa) of LNG nameplate capacity, the equivalent of about 3.9 billion cubic feet per day (Bcfd) of natural gas. SPL's currently operating five-train capacity is approximately 88% contracted, all with investment grade rated counterparties, generating about $2.9 billion of fee-based, take-or-pay cash flow per year under 20-year offtake contracts, a critical rating factor. The sixth train is fully permitted and has entered into three new offtake contracts. SPL has exported over 600 LNG cargos as of 2019's first quarter. While SPL's financing documents are structured with distribution test conditionality to CQP, the requirements are not anticipated to limit SPL's ability to make such distributions. CQP's two other operating subsidiaries provide fairly low-risk services under long-term take-or-pay contracts with creditworthy counterparties. CTPL provides natural gas pipeline transportation services to SPL through 2038. SPLNG provides LNG regasification services to subsidiaries of Chevron Corporation (CVX, Aa2 stable) and Total S.A. (TOT, Aa3 positive) until 2029, and storage and berthing services to SPL until 2036. As the only debt in Blackstone CQP's capital structure, the B1 rating assigned to the senior secured first lien term loan is the equivalent of its B1 CFR. Liquidity available to Blackstone CQP is considered to be adequate; it is solely derived from distributions received by CQP from its operating subsidiaries, which are then distributed by CQP to its unitholders, including Blackstone CQP. Funds from operations (FFO), which are projected to exceed $500 million in 2020, readily covering Blackstone CQP's interest and required minimum term loan amortization over 3x. The outlook is stable reflecting the stability of the fee-based, contractually generated cash distribution stream projected to accrue to Blackstone CQP. Ratings could be upgraded should CQP's ratings be upgraded from its Ba2 CFR. Ratings could be downgraded should CQP's rating be downgraded, should operating or financial performance at any of CQP's operating subsidiaries fall below expectations, should construction issues surface at Train 6 leading to a negative rating action at SPL or should SPL experience sustained operating or natural gas procurement challenges impairing financial results or liquidity, or that block distributions from SPL or CQP. Cheniere Energy Partners, L.P. is a master limited partnership whose general partner is Cheniere Energy, Inc. Both companies are headquartered in Houston, Texas. BRISTOW GROUP: U.S. Trustee Forms 7-Member Committee ---------------------------------------------------- Henry Hobbs Jr., the acting U.S. trustee for Region 7, on May 23 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Bristow Group Inc. and its affiliates. The committee members are: (1) Solus Alternative Asset Management LP Attn: Jon Zinman 410 Park Avenue New York, NY 10022 Tel: 212-284-4305 Email: jzinman@soluslp.com (2) DCIG Capital Master Fund LP & Verition Multi-Strategy Master Fund Ltd. c/o DeepCurrents Investment Group LLC Attn: Eugenio Guzman 546 5th Avenue, Suite 20 New York, NY 10036 Tel: 646-490-3104 Email: eguzman@deepcurrentsinvestment.com (3) Mill Hill Credit Opportunities Master Fund LP Attn: David Meneret 501 Madison Ave., 14th Floor New York, NY 10022 Tel: 929-458-3085 Email: david.meneret@millhillcap.com (4) Infosys Limited Attn: Frank Clark 1 World Trade Center 285 Fulton St., 79th Floor New York, NY 10007 Tel: 510-402-3765 Email: frank_clark@infosys.com Counsel: Kelley Drye & Warren LLP James Carr, Esq. 101 Park Ave. New York, NY 10178 Tel: 212-808-7955 Email: jcarr@kelleydrye.com (5) General Electric Company Attn: Kellen Grant or Kelli Walsh 1 Neumann Way Cincinnati, OH 45215 Tel: 203-229-8211 Email: kellen.grant@ge.com kelli.walsh@gecas.com (6) Speedcast Communications, Inc. Attn: Jay Goldberg 4400 S. Sam Houston Parkway East Houston, TX 77048 Tel: 832-668-2408 Email: jay.goldberg@speedcast.com Counsel: Andrews Myers Josh Judd, Esq. 1885 Saint James Place, Suite 1500 Houston, TX 77056 Tel: 713-850-8218 Email: jjudd@andrewsmyers.com (7) HeliFleet 2013-01, LLC c/o ECN Capital Corp. Attn: Michael O’Keefe 181 Bay Street, Suite 2380 Toronto, Ontario M5J 2T3, Canada Tel: 416-646-5695 Email: mokeefe@ecncapitalcorp.com Counsel: Orrick, Herrington & Sutcliffe, LLP Raniero D'Aversa, Jr., Esq. 51 West 52nd Street New York, NY 10019-6142 Tel. 212-506-5000 Fax 212-506-5151 Email: rdaversa@orrick.com 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 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 Lead Case No. 19-32713) 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. BUZZ TEAM: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Buzz Team Marketing LLC dba Next Level Marketing dba Skybound Marketing fka Skybound Marketing LLC 7241 Haverhill Business Pkwy, Ste 107 Riviera Beach, FL 33407-1014 Business Description: Buzz Team Marketing LLC is a marketing consultant in Riviera Beach, Florida. Chapter 11 Petition Date: May 23, 2019 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 19-16858 Judge: Hon. Mindy A. Mora Debtor's Counsel: Julianne R. Frank, Esq. JULIANNE FRANK, ATTY AT LAW 4495 Military Trail, Suite 107 Jupiter, FL 33458 Tel: 561.389-8660 Email: julianne@jrfesq.com Total Assets: $128,482 Total Liabilities: $3,086,690 The petition was signed by Michael Basilicato, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-16858.pdf C & S JANITORIAL: United States Wants Ch. 11 Trustee Appointment ---------------------------------------------------------------- The United States of America, acting on behalf of the Internal Revenue Service, asked the U.S. Bankruptcy Court for the Southern District of Texas to appoint a Chapter 11 trustee for C & S Janitorial Services, Inc. According to the United States, a Chapter 11 trustee can stop the ongoing gross mismanagement of the Debtor and try to create a recovery for creditors. Based on the case, an individual named, Sergio Limon, created immense payroll tax problems for the Debtor before bankruptcy, and he has made the situation worse. Additionally, the case provided that the Debtor did not give proper notice to the United States about its request to use the United States’ cash collateral. Further, the United States believed that the Debtor’s employees deserve a chance although Sergio Limon might have created a situation where the Debtor cannot reorganize. Hence, the United States requested the court to order the appointment of a Chapter 11 trustee. About C & S Janitorial Services C & S Janitorial Services, Inc., a full-service janitorial company based in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31497) on March 19, 2019. It previously sought bankruptcy protection on July 10, 2014 (Bankr. S.D. Tex. Case No. 14-33846). At the time of the new filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. CAH ACQUISITION: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of CAH Acquisition Company 11, LLC as of May 24, according to a court docket. About CAH Acquisition Company 11 CAH Acquisition Company 11, LLC, which conducts business under the name Lauderdale Community Hospital, is a provider of health care services including diagnostic and therapeutic services, 24-hour emergency care, convenient and specialized outpatient resources, and pharmaceutical services and other services. CAH Acquisition Company 11 sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-22020) on March 8, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Paulette J. Delk. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC is the Debtor's legal counsel. CALFRAC WELL: S&P Alters Outlook to Stable & Affirms 'B-' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Calgary, Alta.-based Calfrac Well Services Ltd. to stable from positive. The rating agency also affirmed its 'B-' long-term issuer credit rating on Calfrac and 'B-' issue-level rating on Calfrac Holdings L.P.'s unsecured debt. The outlook revision to stable primarily reflects Calfrac's weaker-than-expected cash flow leverage metrics owing to S&P's estimated subdued drilling activity in North America (especially Canada) in the next 12 months. Under its base-case scenario, S&P estimates Calfrac to generate 2019-2020 average funds from operations (FFO)-to-debt and debt-to-EBITDA of 15%-18% and about 4x, respectively, as lower utilization rates and weak pricing weigh on the operating results. These estimated leverage metrics are much weaker than S&P's previous conservative estimates (FFO-to-debt of about 25% and debt-to-EBITDA of 3x) and primarily underpin its outlook revision. Calfrac's financial risk profile reflects S&P's view of the company's highly susceptible cash flows and leverage metrics to the industry's inherent volatility, as evidenced in the rating agency's estimates. S&P expects drilling activity and Calfrac's utilization rates (especially in Canada) to decrease in 2019, underpinned by the rating agency's expectations of muted industry activity, which is reflected by its hydrocarbon price and Canadian local price differential assumptions. Consequently, S&P expects earnings and cash flows to decline in 2019, which will result in FFO-to-debt below 20% compared with its previous estimate of the mid 20% area. However, in S&P's view, Calfrac's restricting its capital spending within internally generated cash flows, in light of weaker market conditions, limits the risk of debt increase and liquidity deterioration. The stable outlook reflects S&P's view that Calfrac's existing business mix, and the geographic breadth of its operations, should remain stable during the 12-month outlook period. In addition, S&P expects the company will generate FFO-to-debt in the 15%-18% range over the next two years while generating break-even free cash flows and maintaining adequate liquidity. "We could lower the rating if the company's adjusted FFO-to-debt sustainably drops to the bottom of the 0%-12% range while Calfrac is generating significant negative free cash flows and its liquidity position deteriorates. This could occur if North American drilling activity is weaker than we expect, which would, in turn, reduce Calfrac's equipment utilization and lead to weaker earnings and cash flows," S&P said. "Assuming the company's business mix and geographic diversification do not change during our current outlook period, we could take a positive rating action if the company is able to strengthen its cash flow and leverage metrics. We could raise the rating if the company generates adjusted FFO-to-debt sustainably above 20% over the next 12 months," S&P said, adding that in such a scenario, it would expect Calfrac to generate positive free cash flows and stable-to-improving margins. CARDTRONICS PLC: S&P Affirms 'BB' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings has affirmed its issuer credit rating of 'BB' on independent ATM operator Cardtronics PLC. S&P affirmed all issue-level ratings and withdrew ratings on the company's now redeemed 5.125% notes. The issue-level rating on the company's first lien revolving credit facility is affirmed at 'BBB-' (recovery rating of '1'). The issue-level rating on the company's unsecured notes is affirmed at 'BB' (recovery rating of '4'). "Cardtronics has performed better than we expected, and we expect improvement in operational performance to continue over the next 12 months, supporting steady reduction in leverage to the high 2x area by the end of 2019 from above 3x in 2018. While we expect market headwinds to limit revenue growth, the company has maintained relatively stable margins following several negative events over the last few years," S&P said. These events include the loss of the company's largest customer announced in 2015, 7-Eleven (18% of 2016 revenues), interchange rate cuts in the U.K. announced in 2017 (where about 30% of annual revenues are derived), and the elimination of surcharge ATMs in most Australian ATMs announced in 2017 (where 9% of annual revenues is derived). The stable outlook reflects S&P's expectation that the company will continue de-levering towards the mid- to high-2x range on an S&P adjusted basis by 2020. The rating agency does not expect recent market pressures in the U.K. and Australia to significantly disrupt margins as the company has been proactive in cost saving measures, closing unprofitable ATMs, and converting ATMs to pay-to-use from free-to-use. The outlook also reflects S&P's expectation that Cardtronics will maintain EBITDA margins, consistent with 2018 levels. "We could lower the rating if persistent market pricing and headwinds result in substantial EBITDA decline, or if debt-funded mergers and acquisitions or shareholder returns add to debt such that leverage increases to over 3.5x. We could also lower the rating longer term if cash usage and ATM unit growth turns negative, leading to a smaller market," S&P said. An upgrade over the next 12 months is unlikely as Cardtronics' business model could be negatively affected if consumer preferences shift away from cash usage and ATM access, according to S&P. S&P also views the company's market risks as elevated given recent pressures to eliminate surcharge ATMs (half of Cardtronics' revenue came from these in 2018) and lower interchange fees. However, the rating agency said it could upgrade the company longer term if management revises its financial policy to maintain leverage under 2x. CARLOS ROBLES: Amends Treatment of Oriental Bank's Claims --------------------------------------------------------- Carlos Robles Tile & Stone, Inc., filed an amended disclosure statement referring to its proposed chapter 11 plan. This latest filing amends the treatment of creditor Oriental Bank's claims 7 and 8. The Debtor proposes to pay no later of 90 days from May 14, 2019, a lump sum discount payment in the amount of $400,000 as a total payout and settlement of both claims. A stipulation will be filed by the parties upon agreement. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/yyxnmuvu from Pacermonitor.com at no charge. A copy of the Amended Plan is available at https://tinyurl.com/y3akjn5p from Pacermonitor.com at no charge. About Carlos Robles Tile & Stone Carlos Robles Tile & Stone, Inc., operates a store that sells tiles, stones and related materials. Its business and office are located at 383 Ave. Cesar Gonzalez, Urb. Eleanor Roosevelt, San Juan, Puerto Rico. Carlos Robles Tile & Stone previously sought bankruptcy protection on March 19, 2015 (Bankr. D.P.R. Case No. 15-02004). Carlos Robles Tile & Stone sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-05145) on Sept. 5, 2018. In the petition signed by Carlos Robles Marin, president, the Debtor disclosed $486,000 in assets and $3,517,613 in liabilities. Judge Mildred Caban Flores presides over the case. The Debtor tapped the Law Offices of Luis D. Flores Gonzalez as its legal counsel. CARUGATI CONSTRUCTION: Disputes Claims Filed by REI and TSEI ------------------------------------------------------------ Carugati Construction, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended combined disclosure statement and plan of reorganization. This latest filing discloses that Ranch Concrete Inc. and Texan Services Electrical, Inc. were listed on Debtor's Schedule E/F as creditors with unpaid invoices. Debtor has determined that the consideration paid to these two contractors pre-petition was sufficient to satisfy obligations the Debtor had to them based on the value of the goods and services these contractors delivered. Debtor filed its Motion for Leave to Amend Schedule E/F to list the claims of Ranch Concrete Inc. and Texan Services Electrical, Inc. as disputed and unliquidated, and allowing the claimant 30 days in which to file proofs of claim. Should either of these disputed creditors, Ranch Concrete Inc. and Texas Services Electrical, Inc., claim the Debtor has an outstanding liability to them, they must file a proof of claim within the time allowed by the court's order to do so. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/y56fdztj from Pacermonitor.com at no charge. About Carugati Construction, LLC Carugati Construction, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-34563) on July 28, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Larry A. Vick, Esq., at the Law Offices of Larry A. Vick. CLOUD PEAK: Shareholders Seek Equity Panel, Tap Bayard as Counsel ----------------------------------------------------------------- A dozen individual shareholders of Cloud Peak Energy Inc. filed letters with the U.S. Bankruptcy Court for the District of Delaware asking the Court to direct the appointment of an official committee of equity security holders. According to one of the letters, sent by William J. Mazurowski, the management of the Debtor has a history of recent "questionable" asset impairments and financial moves that warrant further investigation. Mr. Mazurowski specifically points out that "between the second quarter of 2018 and the first quarter of 2019, management impaired assets that exceeded previous impairments more than 100x." "The total impairment was over $700 million, including setting a value for underdeveloped mines (purchased for $300 million) to zero," Mr. Mazurowski continued. Jim Christie of Reuters pointed out that committees for shareholders typically do not get court approval in Chapter 11 cases because debtors have to pay the costs for a committee's lawyers and advisors, who try to prove equity holders are entitled to a recovery. Shareholders are last in line for recoveries in Chapter 11 bankruptcies and often receive nothing, the Reuters report noted. Other individual shareholders who sent letters seeking appointment of an official equity committee are Mark Brown, Shawn Cariglio, Alex Goertz, Ahmed Ali, Robert B. Lupe, John Scannapieco, Patrick Markley, Mikael Moscato, John Menefee, Terrence Dowling, and John Addessi. A verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure disclosed that on or about May 20, 2019, William Crawford, Patrick Markley, Shawn Cariglio, Kevin Bower and Rob Lupe -- representing shareholders who own, in the aggregate, in excess of 24% of the outstanding shares of common stock of Cloud Peak Energy Inc. -- retained Bayard, P.A., to represent them in connection with their request of the Office of the United States Trustee for the appointment of an equity committee. Disclosable economic interests of the shareholders: Shareholder Common Stock ----------- ------------ William Crawford 40,000 Patrick Markley 72,000 Shawn Cariglio 30,415 Kevin Bower 69,937 Rob Lupe 81,096 Bayard can be reached at: Neil B. Glassman, Esq. Scott D. Cousins, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Email: nglassman@bayardlaw.com scousins@bayardlaw.com About Cloud Peak Energy Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities. The cases have been assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A. as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. CONSTELLIS HOLDINGS: S&P Downgrades ICR to 'B-'; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Constellis Holdings LLC to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the $75 million revolver and $872 million first-lien term loan to 'B-' from 'B'. The '4' recovery rating is unchanged. S&P also lowered its issue-level rating on the $215 million second-lien term loan to 'CCC' from 'CCC+'. The '6' recovery rating is unchanged. "The downgrade reflects what we view as weaker business risk position due to recent contract losses, EBITDA margins that are likely to be lower than we had previously expected, and cash outflows," S&P said, adding that it now expects debt to EBITDA to remain above 7x over the new 12 to 24 months compared to its previous forecast of 5.6x-6x by 2020. The negative outlook on Constellis reflects S&P's expectation that credit measures will remain weak as the company works to replace revenues from lost contracts and continues to take on a higher percentage of low-margin work. The outlook also reflects the potential for continued operational struggles and cash outflows. S&P expects the company's debt to EBITDA to be 8x-8.4x in 2019 and 7.3x-7.7x in 2020. "We could lower our rating on Constellis during the next 12 months if the company's revenue and earnings continue to be weaker than expected due to the loss of major contracts, an inability to win more profitable contracts, or the inability to ramp up new contracts, to the point that we no longer view its capital structure as sustainable," S&P said. "We could revise our outlook on Constellis to stable during the next 12 months if the company's debt to EBITDA approaches 7x and cash flow is at least breakeven, and we expect these improvements to remain," S&P said. This could occur if both revenues and earnings increase substantially as the company wins new contracts, especially higher-margin international work, while lowering its cost structure, according to the rating agency. DISASTERS STRATEGIES: June 20 Plan Confirmation Hearing Set ----------------------------------------------------------- Bankruptcy Judge Karen K. Specie issued an order conditionally approving Disasters, Strategies and Ideas Group, LLC's disclosure statement referring to a chapter 11 plan. June 13, 2019, is fixed as the last day for filing and serving written objections to the disclosure statement, and is fixed as the last day for filing acceptances or rejections of the plan. A confirmation hearing will be held at 110 E. Park Avenue, 2nd Floor Courtroom, Tallahassee, FL 32301 on June 20, 2019 at 11:00 AM, Eastern Time. About Disasters, Strategies and Ideas Group Disasters, Strategies and Ideas Group, LLC -- http://www.dsideas.com/-- is an emergency management and homeland security services consulting firm. DSI was established by former North Carolina and Florida Emergency Management Director Joe Myers in 2003 to provide emergency management services to state, local and federal agencies. Headquartered in Tallahassee, Florida, DSI serves Florida and the Southeast with a team of professionals that is expert in all aspects of homeland security and emergency management, with its primary focus being disaster recovery grant management services. Disasters, Strategies and Ideas Group filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-40375) on July 17, 2018. In the petition signed by Joseph Myers, vice president, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Karen K. Specie. Bruner Wright, P.A., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. DISASTERS STRATEGIES: Unsecureds to Get 5% Dividend Under Plan -------------------------------------------------------------- Disasters, Strategies and Ideas Group, LLC, filed a small business disclosure statement describing its plan of reorganization dated May 11, 2019. Class 4 under the plan consists of the general unsecured creditors. This class will be paid 5% dividend. The total claims of each general unsecured creditor are as follows: On Deck Capital, Inc. $145,384 American Express National Bank $54,478 Tracy and Derrick Dellinger $92,500 Community Coffee Co., LLC $43 Libertas Funding, LLC $155,458 Funding Metrics, LLC 48,301 Foley & Lardner LLP $16,898 Xerox Corporation $14,285 Arnie Rogers $200,000 Harvard and Associates $30,000 Hopeful Beginnings, LLC $65,000 Gray Robinson, P.A. $10,037 Naumann Holdings, LLC $11,400 Payments and distributions under the Plan will be funded by income generated from the operation of the Debtor's business. The proposed Plan has the following risks: The Debtor's business has suffered in the past year due to it being told to cease work on a now-expired contract. The Debtor has recently had its state contract with the Florida Department of Transportation renewed. The Debtor also has work related to Hurricane Irma and expects to receive additional work by July 2019 for disaster relief consulting related to the devastation caused by Hurricane Michael. Because the Debtor’s work relies directly and indirectly on state or other government contracts, there is always a risk that contracts won’t be renewed or obtained in the future. A copy of the Disclosure Statement dated May 11, 2019 is available at https://tinyurl.com/y3g57xmk from Pacermonitor.com at no charge. About Disasters, Strategies and Ideas Group Disasters, Strategies and Ideas Group, LLC -- http://www.dsideas.com/-- is an emergency management and homeland security services consulting firm. DSI was established by former North Carolina and Florida Emergency Management Director Joe Myers in 2003 to provide emergency management services to state, local and federal agencies. Headquartered in Tallahassee, Florida, DSI serves Florida and the Southeast with a team of professionals that is expert in all aspects of homeland security and emergency management, with its primary focus being disaster recovery grant management services. Disasters, Strategies and Ideas Group filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 18-40375) on July 17, 2018. In the petition signed by Joseph Myers, vice president, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Karen K. Specie. Bruner Wright, P.A., is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. DONALD STOVER: $1.6M Sale of Richmond Property to Brunson Approved ------------------------------------------------------------------ Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized Areya Holder Aurzada, the Chapter 11 Trustee of Donald Reginald Stover, to sell the agricultural land consisting of three parcels in Eastland County, Texas (Parcels 1055-120 acres, 1061-192 acres and 1804-310.25 acres) referred to on the Debtor's Schedule A/B as the Richmond Property, to Kirk Brunson for $1,617,200 ($2,600/acre), subject to adjustment once the survey of the same is completed. The sale is granted with the issue of the Trustee's claim for surcharge and potential capital gains holdback to be addressed at a later date. The sale is "as is," and free and clear of all disputed liens, claims and encumbrances. Central Texas Land Bank, FLCA's first lien will be paid in full at closing. Central Texas Land Bank, FLCA is authorized to set-off the market value of shares of stock in the Association held in the Debtor's name but in the possession of the Association which will result in a credit of $1,000 against the secured debt owed to Central Texas Land Bank, FLCA, which credit will be reflected in the payoff balance owed to Central Texas Land Bank, FLCA. Any and all disputed liens, claims and encumbrances, including the judgment lien of ADM Milling, Co., and potential surcharge claims of the Trustee, will attach to the net proceeds with the same validity and priority. The net proceeds of such sale will be the sum received from the sale minus the following: (a) payment of usual and customary closing costs, (b) payment to the holder(s) thereof, as the case maybe, any amount necessary to satisfy the property tax liens then due against the Property along with a pro rata share of the then current year's property taxes; (c) payment of the first lien in favor of Central Texas Land Bank, FLCA in the sum of $285,298, due as of May 31, 2019, and if not paid on such date, then additional interest accruing at the rate of $60 per day beginning June 1, 2019, will be added to such payoff balance through the date of payment; and (d) payment of the 6% real estate commission to Ekdahl Nelson Real Estate. Notwithstanding anything contained herein to the contrary, the conveyance of the Richmond Parcels will not be free of (1) any liens held by an ad valorem taxing authority that secure payment of year 2018 ad valorem property taxes, or any penalties or interest that may accrue thereon; or (2) any lien or potential lien held by an ad valorem taxing authority that may arise subsequent to such conveyance due to a change of use that may result in the removal of any previously granted tax exemption and the assessment of any back taxes due to such removal. Donald Reginald Stover sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 18-10078) on April 2, 2018. The Debtor tapped Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC as counsel. On Jan. 22, 2019, Areya Holder Aurzada was appointed as Chapter 11 Trustee. E Z MAILING: Scheduled Meeting to Form Creditors' Panel ------------------------------------------------------- Andy Vara, acting United States Trustee, for Region 3, scheduled an organizational meeting for May 28, 2019 in the bankruptcy case of E Z Mailing Services Inc. dba E Z Worldwide Express dba United Business Experts. The meeting venue was: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Trenton, NJ 07102 The sole purpose of the meeting was to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About E Z Mailing Petitioning Creditors, Change Capital Holdings I, LLC, Azadian Group LLC, and Christopher Carey filed a Chapter 11 petition (Bankr. D. N.J., Case No.: 19-17906) for E Z Mailing Services Inc. on April 18, 2019, and is represented by Scott H. Bernstein, Esq., in New York, New York. Based in Elizabeth, New Jersey, United Business provides freight haulage services. A full-text copy of the Involuntary Petition is available for free at http://bankrupt.com/misc/njb19-17906.pdf EASTMAN KODAK: Closes Sale of $100 Million Convertible Notes ------------------------------------------------------------ Eastman Kodak Company has closed the previously announced issue and sale of $100 million aggregate principal amount of its 5.00% Secured Convertible Notes due 2021 to funds managed by Southeastern Asset Management, an employee-owned, global investment management firm. Kodak shareholders who are not affiliated with the purchasers of the Convertible Notes holding a majority of the outstanding shares of Kodak common stock not held by the purchasers of the Convertible Notes have entered into support agreements agreeing to execute written consents approving the conversion feature of the Convertible Notes and the issuance of shares of Kodak common stock upon conversion of the Convertible Notes. Concurrent with the closing of the Convertible Notes issuance, Kodak repaid in full the approximately $83 million outstanding under its senior secured first lien term loan facility. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company -- http://www.kodak.com/-- is a technology company focused on imaging. The Company provides -- directly and through partnerships with other innovative companies -- hardware, software, consumables and services to customers in graphic arts, commercial print, publishing, packaging,electronic displays, entertainment and commercial films, and consumer products markets. Eastman Kodak reported a net loss of $16 million for the year ended Dec. 31, 2018, compared to net earnings of $94 million for the year ended Dec. 31, 2017. As of March 31, 2019, Eastman Kodak had $1.53 billion in total assets, $1.37 billion in total liabilities, $175 million in redeemable, convertible Series A preferred stock, and a total shareholders' deficit of $16 million. PricewaterhouseCoopers LLP, in Rochester, New York, the Company's auditor since at least 1924, issued a "going concern" qualification in report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has debt maturing in 2019, operating losses and negative cash flows that raise substantial doubt about its ability to continue as a going concern. EASTMAN KODAK: Shareholders Re-Elect Seven Directors ---------------------------------------------------- At the 2019 annual meeting of shareholders of Eastman Kodak Company which was held on May 22, 2019, the shareholders: (a) re-elected each of Richard Todd Bradley, James V. Continenza, Jeffrey D. Engelberg, George Karfunkel, Philippe D. Katz, Jason New, and William G. Parrett as directors to serve a term of one year to expire at the 2020 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified; (b) approved, through an advisory vote, the compensation of the Company's Named Executive Officers; and (c) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to serve a one-year term beginning on the date of the Annual Meeting. About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company -- http://www.kodak.com/-- is a technology company focused on imaging. The Company provides -- directly and through partnerships with other innovative companies -- hardware, software, consumables and services to customers in graphic arts, commercial print, publishing, packaging,electronic displays, entertainment and commercial films, and consumer products markets. Eastman Kodak reported a net loss of $16 million for the year ended Dec. 31, 2018, compared to net earnings of $94 million for the year ended Dec. 31, 2017. As of March 31, 2019, Eastman Kodak had $1.53 billion in total assets, $1.37 billion in total liabilities, $175 million in redeemable, convertible Series A preferred stock, and a total shareholders' deficit of $16 million. PricewaterhouseCoopers LLP, in Rochester, New York, the Company's auditor since at least 1924, issued a "going concern" qualification in report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has debt maturing in 2019, operating losses and negative cash flows that raise substantial doubt about its ability to continue as a going concern. EDWARD ASSOCIATES: Taps Berkshire Hathaway as Realtor ----------------------------------------------------- Edward Associates LLC received approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Berkshire Hathaway HomeServices Great Expectations Realty. The firm will assist the Debtor in connection with the sale of its real property located at 1223 Washington St., East, Charleston, W.Va. Berkshire has agreed to a broker fee of 6 percent, except that if the purchaser is CAMC, then the commission will be reduced to 3 percent. The proposed sale price is $1.25 million. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Claire Barth Berkshire Hathaway HomeServices Great Expectations Realty 1337 Virginia Street East Charleston, WV 25301 Phone: (304) 434-7375 About Edward Associates Edward Associates, LLC, based in Charleston, W.Va., filed a Chapter 11 petition (Bankr. S.D. W.Va. Case No. 18-20528) on Oct. 29, 2018. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Charles E. Boll, II, manager. Judge Frank W. Volk oversees the case. Caldwell & Riffee, led by partner Joseph W. Caldwell, is the Debtor's bankruptcy counsel. ENDEAVOR OPERATING: S&P Affirms 'B' ICR on Anticipated IPO ---------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based sports, media and entertainment company Endeavor Operating Co. LLC (formerly WME Entertainment Parent LLC) on plans to complete an IPO of approximately 10% of its equity in second-half 2019, which could raise proceeds of up to $1 billion for debt repayment, acquisitions and other corporate purposes. Despite Endeavor's very high leverage and EBITDA margin deterioration in 2018 and S&P's expectation for margin compression in 2019, the rating agency affirmed the 'B' rating because the planned IPO is expected to generate proceeds for debt repayment and moderately reduce leverage. S&P expects modest EBITDA growth in 2019 driven by the representation segment and Ultimate Fighting Championship (UFC), but continued EBITDA margin compression because of the underperformance of European soccer rights contracts. It expects these contracts will generate an EBITDA loss in 2019. Anticipated margin compression will slow leverage reduction and keep leverage very high. S&P also believes cash flow generation will continue to be pressured because of sizable recurring transaction and restructuring cash costs through 2020. However, S&P assumed in its base-case forecast that potential proceeds from the planned IPO and recent Droga5 sale would fund debt repayment of $500 million-$900 million on the first-lien term loan balances at WME IMG Holdings LLC in 2019. This would moderately reduce leverage between 0.5x and 1.0x compared to S&P's forecast if the IPO is not completed, would mitigate anticipated operating variability, and would build in a leverage cushion below its 7.5x downgrade threshold for the company. If the IPO is completed and incorporating debt repayment and its operating performance assumptions in 2019, S&P forecasts total lease- and preferred stock-adjusted leverage to be 6.5x-7.0x at the consolidated Endeavor and in the mid-5x to low-6x range at credit facility borrower WME IMG Holdings LLC. If the company completes the IPO, S&P also expects adjusted EBITDA interest coverage to be in the low-2x area at Endeavor and in the mid- to high-2x area at WME IMG Holdings LLC in 2019. If the company does not complete the IPO, S&P's base-case forecast for consolidated lease and preferred stock-adjusted leverage at Endeavor would be in the mid-7x area in 2019, which is weak compared to the rating agency's 7.5x downgrade threshold. S&P said the stable outlook reflects its forecast for a moderate recovery in the company's EBITDA margin starting in 2019 and consolidated adjusted leverage of 6.5x-7.0x in 2019 if the company completes the IPO and repays debt. "The rating would be stable even if the IPO is not completed because even though leverage would be weak in the mid-7x area in 2019, it would not be sustained above our 7.5x downgrade threshold and adjusted EBITDA coverage of interest expense and liquidity are otherwise adequate," the rating agency said. S&P said it could lower the rating if the company significantly underperforms compared to operating expectations, if the company fails to successfully integrate acquisitions, or if the company and Silver Lake pursue a policy of increased leverage that causes total adjusted debt to EBITDA to remain above 7.5x. S&P could also lower the rating if adjusted EBITDA interest coverage and liquidity become pressured. "We could raise the rating by one notch once we are confident Endeavor management has successfully integrated recent and planned acquisitions, and can maintain our measure of consolidated adjusted debt to EBITDA below 5.5x. This is provided we are confident management and Silver Lake will not use potential future debt capacity to add leverage for further acquisitions or distributions," S&P said. FALCON V: U.S. Trustee Appointed 2 New Committee Members -------------------------------------------------------- David Asbach, acting U.S. trustee for Region 5, on May 23 appointed two new members to the official committee of unsecured creditors in the Chapter 11 cases of Falcon V, LLC and its affiliates. The new committee members are: (1) Power Torque Services, LLC Attn: Clinton G. Morgan P.O. Box 539 Bourg, LA 70343 (2) Total Pump & Supply LLC Attn: Cassi Champagne P.O. Box 548 Carencro, LA 70520 The bankruptcy watchdog had earlier appointed Angelo, Gordon Energy Servicer LLC, Knight Oil Tools LLC and Catapult Exploration LLC, court filings show. About Falcon V Falcon V and ORX Resources are engaged in the oil and gas extraction business. Falcon V and ORX Resources have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 19-10547 and 19-10548) on April 10, 2019. The petitions were signed by James E. Orth, president and chief executive officer. At the time of filing, Falcon V estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities and ORX Resources estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. Louis M. Phillips, Esq., at Kelly Hart & Pitre, represents the Debtor as counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on May 21, 2019. FRESHSTART HOME: Seeks to Hire Derrick Paine as Real Estate Broker ------------------------------------------------------------------ Freshstart Home Solutions, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Derrick Paine & Associates as its real estate broker. The firm will assist the Debtor in the sale of its real properties located at: (1) 3820 Scadlock Ave., Sherman Oaks, Calif. (2) 1735 Idlewood Road, Glendale, Calif. (3) 2864 Pacific View Trail, Los Angeles (4) 2545 Medlow Ave., Los Angeles (5) 430 Glenullen Ave., Pasadena, Calif. (6) 30832 Driftwood Drive, Laguna Beach, Calif. (7) 31471 West St., Laguna Beach, Calif. (8) 1500 Irvine Ave., Newport Beach, Calif. Derrick Paine & Associates will get a commission of 6 percent of the gross sales price of the property. The fee is to be divided with the buyer's agent, if any. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Derrick Paine Susan Hackett Derrick Paine & Associates 40 N. Altadena Drive, Suite 200B Pasadena, CA 91107 818-355-6476 800-998-5981 Email: Derrick91011@yahoo.com About Freshstart Home Solutions Freshstart Home Solutions, LLC, is a real estate company that owns in fee simple eight singe-family homes in various parts of California having an aggregate current value of $12.2 million. Freshstart Home Solutions, based in Sherman Oaks, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-10954) on April 18, 2019. In its petition, the Debtor disclosed $14,418,487 in assets and $13,078,091 in liabilities. The Hon. Martin R. Barash oversees the case. Michael R. Totaro, Esq., at Totaro & Shanahan, serves as the Debtor's bankruptcy counsel. FULCRUM EXPLORATION: Seeks to Hire JDL, Appoint CRO --------------------------------------------------- Fulcrum Exploration, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire JDL Advisory Group PLLC as its financial advisor and appoint the firm's managing director, Jonathan Daniel, as its chief restructuring officer. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) manage the Debtor's restructuring process; (b) assist the Debtor in developing overall strategic business plan; (c) serve as the Debtor's primary restructuring liaison with the business representatives and financial advisors to parties in interest in its bankruptcy case; (d) assist the Debtor and its bankruptcy counsel in connection with any asset sale; (e) assist in the production of information and data in response to requests from potential purchasers; and (f) assist the Debtor in the valuation of assets. The firm's hourly rates are: Managing Directors $325 - $410 Directors $285 - $325 Managers/Senior Consultants $185 - $275 Consulting Staff $125 - $185 The Debtor will pay the CRO $325 per hour for his services. Mr. Daniel disclosed in court filings that the firm and its members and associates are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. JDL can be reached through: Jonathan Daniel JDL Advisory Group PLLC 14902 Preston Road, Suite 404-764 Dallas, TX 75254 Mobile: (972) 754-2968 Email: jedanielcpa@yahoo.com About Fulcrum Exploration Fulcrum Exploration, LLC -- http://www.fulcrumexploration.com/-- is a Texas-based independent oil and gas company experienced in exploration and production. The company is actively developing its producing properties and is engaged in efforts to acquire additional undeveloped leaseholds. Fulcrum's operational experience also includes successfully reworking mature fields to recover additional reserves and prolong production. Fulcrum operates producing leases in both Tillman County and Jackson County Oklahoma. Fulcrum Exploration filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-32070) on June 24, 2018. In the petition signed by Derek Jensen, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The Hon. Stacey G. Jernigan is the case judge. Pronske Goolsby & Kathman, P.C., is the Debtor's counsel. GRANT STREET: Trustee's $2.7M Sale of Framingham Property Approved ------------------------------------------------------------------ Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts (i) authorized the private sale by Anne J. White, the Chapter 11 Trustee of The Grant Street, LLC, of the real property located at 76-78 Grant Street, Framingham, Massachusetts, together with the buildings, fixtures and improvements thereon; and (b) authorized her to assume, assign and sell a certain lease by and between the Debtor and Southern Middlesex Opportunity Council, to ViceRoy Capital Management, LLC for $2,700,501, cash. The private sale of the Real Property and Lease will be consummated May 28, 2019 at 12:00 p.m. (noon) at the offices of the Trustee, namely, 200 State Street, Boston, Massachusetts or at such other time and location as the Trustee will designate, at her sole discretion, in order to permit the consummation of the sale. The sale is free and clear of all liens, claims, interests and encumbrances. The Real Property and Lease will be sold "as is" and "where is" and without any warranties or representations of any kind or nature, including, without limitation, any warranties or representations as to the condition, construction, fitness for habitation of any of the buildings or structures located on the premises, or whether the premises conform to applicable state or local building and sanitary codes. The Winning Bidder will purchase the Real Property and Lease for the Final Purchase Price of $2,700,501, of which $250,000 is already on deposit with the Trustee. The Final Purchase Price will be paid to the Trustee by wire transfer. At closing or forthwith thereafter, the Trustee will pay a 2.5% broker's commission to Marcus & Millichap in the amount of $67,513. If the sale is not completed by the Winning Bidder, the Trustee, without further hearing, will have authority to sell the Real Property and Lease to the Second Highest Bidder, West Coast Servicing, Inc., for the purchase price of $2,636,256 under the same terms and conditions as the initial sale provided the Second Highest Bidder so agrees. The Trustee, in her sole discretion, will have the right, but not the obligation, to extend the Closing Date for a reasonable period of time to permit the consummation of the sale of the Real Property and Lease. If the Debtor does not file an objection to payoff claims of Eastern Bank and/or Benjamin Swartz by May 28, 2019, the Trustee is authorized to forthwith pay both Eastern Bank and Benjamin Swartz in accordance with the amounts set forth in the Trustee's Status Report. The Court hereby deems the 14-day stay provisions of Fed. R. Bankr. P. 6004(h) and 6006(d) waived and inoperative. The Trustee will forthwith return, as so requested, the deposit of the Second Highest Bidder. About the The Grant Street The Grant Street, LLC, based in Sudbury, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 18-42074) on Nov. 6, 2018. In the petition signed by David J. Howe, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Elizabeth D. Katz oversees the case. Daniel W. Murray, Esq., at The Law Offices of Daniel W. Murray, serves as the Debtor's bankruptcy counsel. GREAT LAKES DREDGE: S&P Hikes ICR to 'B'; Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.–based dredging company Great Lakes Dredge & Dock Corp. to 'B' from 'B-' based on the improved leverage and refinancing of the company's asset based loan (ABL) facility. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior unsecured notes to 'B' from 'B-'. Great Lakes successfully extended the maturity of its revolving credit facility and delivered improved operating performance in 2018 and the first quarter of 2019. The company executed well on projects and implemented cost reductions. Cash flow from projects allowed the company to pay down the entire balance outstanding on its ABL facility by the end of the first quarter 2019, from $95 million at Dec. 31, 2017. While S&P doesn't expect cash flow to be as robust in the rest of this year compared to 2018, the company has a backlog of around $575 million as of March 31, 2019, up about $100 million from the prior year, and is benefiting from port deepening project work in the U.S. The stable outlook on Great Lakes reflects the company's improved operating performance over the past year and the company's recent extension of its revolving credit facility to 2024. S&P expect adjusted debt leverage to remain around 3x through 2019 with positive FOCF in the low-teens percent area. "We could lower our rating on Great Lakes over the next 12 months if operating performance weakens, particularly in its dredging segment. We could also lower our rating if the company's leverage exceeds 4x or FOCF to debt approaches 5%," S&P said. "We could raise our ratings on Great Lakes over the next 12 months if the company continues to improve its operating performance due to a strengthening dredging market, allowing the company to maintain leverage at comfortably less than 3x with sustainable FOCF in the high-teens percent area. We would also want to see the company achieve continued successful project execution," S&P said. GREEN COUNTRY ENERGY: S&P Cuts $319MM Sr. Sec. Notes Rating to 'B+' ------------------------------------------------------------------- S&P Global Ratings lowered its rating on Green Country Energy LLC's (GCE's) $319 million senior secured notes to 'B+' from 'BB'. The downgrade reflects an increase on the project's reliance on its debt service reserve (DSR) to meet a mandatory early redemption payment in February 2022. The 'B+' rating reflects S&P's view that there are prospects for the project to re-contract capacity (with lender consent) and avoid the mandatory redemption. The outlook is negative because S&P believes that if the project's contract isn't renewed, there is insufficient liquidity to offset any further operational issues until February 2022, which would deplete the remainder of projected DSR buffer (about $1.5 million). GCE is a 795 megawatt (MW) natural-gas-fired combined cycle power plant in Jenks, Oklahoma. The project began operations in February 2002 and has a 20-year dependable capacity conversion sale agreement (CSA) with Exelon Generation Co. LLC (Exelon). The project and its holding company are bankruptcy-remote from parent J-Power USA Generation L.P., a joint venture between John Hancock Life Insurance Co. and J-Power North America Holdings Co. Ltd. Predictable contracted cash flows from capacity payments and energy revenues under the 20-year CSA with Exelon, with no fuel supply or power-sale risk over the contract period. Historical operations have mostly been strong, with high plant availability factors supporting capacity and bonus payments. While S&P does not factor this liquidity into its analysis or its rating, J-Power USA has a $25 million working capital facility it could use to bridge any redemption shortfalls, if needed.The 20-year CSA with Exelon expires in February 2022, two years before the notes mature, posing re-contracting risk. Provisions under the indenture establish an onerous mandatory redemption of $54.8 million (excluding $8.8 million of debt service due just before then) due February 2022 if the parties do not extend or replace the CSA. Forced outage/operational issues last year have increased the project's reliance on its DSR to fund the shortfall between its cash sources and the mandatory redemption amount. Absent re-contracting, which S&P doesn't expect to occur before midyear 2020, its rating on the debt stems from the project's ability to operate sufficiently to meet the redemption payment. The CSA does not mitigate operating risk, which exposes noteholders to availability and heat-rate risk. The downgrade of the debt was triggered by a significant drop in the amount of cash balances S&P expects will be available to the project when the early redemption payment is due in February 2022. (Under the project' bond indenture, the redemption was triggered in February 2017 when the project's power contract was not renewed). In addition, there's no power purchase agreement (PPA) in the two years before the debt was originally set to mature in 2024. Under S&P's revised base case, lower cash levels than last year will lead to larger drawings on the DSR's letter of credit (LOC) to make the February 2022 balloon payment. The negative outlook, which S&P expects will remain on negative for longer than typical, reflects its view that, in the absence of a contract to cover 2022-2024, the shortfall in the cash trap account could increase as a result of lower revenues, higher costs, weaker operational performance, or larger maintenance expenses, given the plant's higher dispatch profile. S&P forecasts in its base case that the project will have to draw $15.4 million from the DSR in 2022, leaving a slim cushion of around $1.5 million. It forecasts a base case minimum DSCR of 1.26x in 2019. S&P will assess performance in summer 2019 and winter 2019-2020 to determine its impact on the amount of cash trapped, and could take further rating actions then if the DSR balance reduces. "We could lower the rating if there are forced outages, unanticipated maintenance or repairs that reduce capacity payments, increased operating expenses, or higher MM funding requirements. Operational issues leading to a cash trap shortfall of more than $16 million could lead us to lower the rating by at least one notch, or by multiple notches if the reserve is projected to be depleted," S&P said. In addition, S&P could lower the rating if minimum coverage ratios fall to the lower end of the 1.2x-1.4x range, for example if MM became sufficiently lumpy. "Since we do not expect a new contract in the next year, we are unlikely to revise the outlook to stable before then. However, we could take a positive rating action if the project extended the CSA or entered into a contract supported by lenders, with minimum coverage staying in the middle of the 1.2x-1.4x range, and the project were able to withstand our 'bb' downside scenario," S&P said. GRM BAY: $1.5M Sale of Beltsville Property to College Park Approved ------------------------------------------------------------------- Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland authorized GRM Bay Wash, LLC's sale for $1.5 million of (i) the real property located at 10401 Rhode Island Avenue, Beltsville, Maryland to 5100 Sunnyside Avenue, LLC; and (ii) the business assets located thereon to College Park Carwash, Inc. The sale is free and clear of liens, claims, encumbrances and interests including any tenancy on the premises. The Purchaser will be permitted to assign its/their rights under the Contract of Sale with the understanding that any obligations of the Purchaser under the Contract of Sale will remain. The Contract of Sale referenced as Dec. 13, 2018 in the Motion is approved and the parties will consummate the Contract of Sale. The settlement agent will pay at the time of closing the following sums and payoffs: Firstly, Prince George's County, MD personal property 2018 $1,211 as of May 1, 2019 (which increases as of June 1, 2019 by $15 per month) (if there is a dispute as to the Debtor's obligation for this tax, it will be escrowed until a resolution of the obligation has been agreed upon); and any personal property tax to be calculated after June 1, 2019, (again to be escrowed until a resolution has been reached); Secondly, the counsel for the Debtor will receive $16,592 for post-confirmation fees incurred in the ordinary course (as of May 1, 2019) (without costs) and the United States Trustee will receive any unpaid fees required both under presently filed quarterly operating reports and such further filed quarterly operating reports to the closing date, including the effect of the sale (UST to notify the counsel for the Debtor of the anticipated sums upon prior receipt of a CD from the settlement agent Evan Meyers, Esquire 7 days prior to closing); Thirdly, Prins Bank [Class 7] at $531,801 as of May 28, 2019 with per diem $72 through closing; Fourth, SBA [Class 9A - Beltsville] at $188,949 as of May 13, 2019 with per diem $30 through closing; SBA [Class 9C – Landover Deficiency] $63,683 (with interest to be calculated at 2.5% from Effective Date of Aug. 13, 2017 to payoff date; and Unsecured Claims [Class 10] having been paid in full previously by the Debtor with no sums due. The Insiders (Gary Middleton and Alice Middleton) will receive any further sums from the closing as equity interest owners in the Debtor following the payment of the foregoing sums either directly or by assignment to third party or parties as the Insiders may direct at closing. The counsel for the Debtor will file a first and final fee application for the periods of time prior to the Confirmation Order within 30 days of its entry, the counsel acknowledging by submission of this Order that no compensation is being sought for that period above and beyond all sums which remain in escrow for that pre-confirmation period as previously disclosed to the Court. Within 10 days of closing, the counsel for the Debtor will upload a Report of Sale to the Court and expeditiously move with the Debtor to file for discharge and final report so that the case may be closed. About GRM Bay GRM Bay Wash, LLC, and GRM Bay Wash of DelMarva, LLC, are owned by Gary Middleton and Alice Middleton, a married couple. The Debtor was formed in 2000 and operates in P.G. County. It has acquired three car washes, known as and referenced as under the Plans as the Beltsville Store, the Laurel Store and the Landover Store. The Co-Debtor has one car wash in Chincoteague Virginia. The Middeltons acquired the facilities over the years as the business grew. GRM Bay Wash, LLC (Case No. 15-26725) and GRM Bay Wash of DelMarva, LLC (Case No. 15-26727) sought Chapter 11 protection (Bankr. D. Md.) on Dec. 1, 2015. The petition was signed by Gary R. Middleton, managing member. GERM Bay Wash estimated both assets and debt at $1 million to $10 million. GRM Bay Wash of DelMarva estimated assets at $0 to $50,000 and liabilities at $500,000 to $1 million. John Douglas Burns, Esq., at the Burns Law Firm LLC serves as the Debtor's counsel. Both the Debtors received confirmation of their respective Chapter 11 Plan on June 28, 2017. GUAM EDUCATION: S&P Cuts Rating to 'BB' on 2016A COPs; Off Watch ---------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB' from 'A' on Guam Education Financing Foundation's (GEFF) series 2016A certificates of participation (COPs). S&P also removed the rating from CreditWatch, where it had been placed with negative implications on April 10, 2019. The outlook is stable. GEFF issued the COPs on behalf of the Guam Department of Education, a department of the executive branch of the Government of Guam. The COPs are payable from federal payments to Guam that consist of compact impact funds (CIFs). "The rating action reflects S&P Global Ratings' observed changes in the market and our evolved view that legal structures and provisions to isolate obligors from pledged revenue, particularly in a distress scenario, differentiate credit quality less than previously assumed," said S&P Global Ratings credit analyst Paul Dyson. "Because of this, we believe that the credit quality of the COPs payable from CIFs is closely linked to the Government of Guam's fundamental credit quality," Mr. Dyson added. The Government of Guam's GO bonds are rated BB-/Stable. The rating further reflects S&P's view of: -- The potential of a future U.S. Congress changing the legislation that granted the CIFs, which could diminish COP security; -- The U.S. Department of Interior's (DOI's) general lack of obligations with respect to the COPs; -- Weak essentiality, in S&P's view, given that the funds affect fewer than 15% of the U.S. population, although they do extend beyond a singular geographic area, namely Guam, Hawaii, the Commonwealth of Northern Mariana Islands, and American Samoa, and they do serve important education funding needs for Guam; and -- The potential volatility of CIF revenue as a result of migration patterns that determine the allotment of CIF among the affected entities, including Guam, although no additional CIF enumerations are expected during the life of the COPs. The stable outlook reflects S&P's anticipation that, during the next two years, annual grants from the U.S. DOI will remain well in excess of debt service on the COPs. GULFSTREAM DIAGNOSTICS: $45K Sale of Lab Equipment to Everly Okayed ------------------------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Gulfstream Diagnostics, LLC's sale of the following two pieces of laboratory equipment: (i) Hitachi Model SRL-11MA6MH, 15-HP Oil Less Scroll Air Compressor, S/N SE937211 (New 2015); and (ii) Hitachi Model SRL-11MA6MH, 15-HP Oil Less Scroll Air, to Everly Well, Inc. for $45,000. The sale is free and clear of all liens, claims, interests, and encumbrances, with all liens, claims, interests, and encumbrances attaching to the Purchase Price. The Proceeds will be held by the Debtor in escrow pending further order from the Court. The Debtor will not disburse any portion of the Proceeds. The Order will not be stayed by any provision of the Federal Rules of Bankruptcy Procedure, including Rule 6004(h). About Gulfstream Diagnostics Gulfstream Diagnostics, LLC, operates a medical laboratory in Dallas, Texas. It provides clinical, pharmacogenetics and toxicology laboratory tests. Its laboratory features Beckman Coulter, Agilent Technologies, Douglas Scientific, and Tecan instrumentation. Gulfstream Diagnostics filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30159) on Jan. 16, 2019. In the petition signed by Maison Vasek, CFO, the Debtor estimates $1 million to $10 million in both assets and liabilities. Judge Stacey G. Jernigan oversees the case. Thomas Daniel Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C., is the Debtor's counsel. BidMed, LLC, is the broker and auctioneer. GULFVIEW MEDICAL: June 19 Hearing on Plan Confirmation Set ---------------------------------------------------------- Bankruptcy Judge Caryl E. Delano conditionally approved Gulfview Medical Institute, PLLC's disclosure statement in connection with its chapter 11 plan of reorganization. Any written objections to the disclosure statement, and objections to confirmation must be filed with the Court no later than seven days prior to the date of the hearing on confirmation. Written ballot accepting or rejecting the Plan must be submitted no later than eight days before the date of the confirmation hearing. The Court will conduct a hearing on confirmation of the Plan on June 19, 2019 at 10:30 AM in Ft. Myers, FL − Room 4−102, Courtroom E, United States Courthouse, 2110 First Street. As previously reported by the Troubled Company Reporter, general unsecured creditors under the plan will be paid 60 monthly payments of $500 beginning on the Effective Date. A full-text copy of the Disclosure Statement dated March 26, 2019, is available at http://tinyurl.com/y28j6v87from PacerMonitor.com at no charge. About Gulfview Medical Institute Gulfview Medical Institute, PLLC, is a primary care provider based in based in Punta Gorda, Florida. Gulfview Medical Institute filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (Bankr. Bankr. M.D. Fla. Case No. 18-09165) on Oct. 25, 2018, listing under $1 million in both assets and liabilities. The Petition was signed by Joseph Ravid, MD, president. Craig I. Kelley, Esq., at Kelley & Fulton, PL, represents the Debtor. No official committee of unsecured creditors has been appointed. HOUSE OF FLOORS: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------- The United States Trustee for Region 21 objects to the disclosure statement explaining House of Floors of Palm Beach Inc.'s Chapter 11 Plan. The U.S. Trustee points out that the disclosure statement fails to provide a description of the Debtor's officers and directors and salaries paid to each pre-petition and to be paid post-petition. The U.S. Trustee further points out that the disclosure statements fails to provide a description and valuation of the assets of the estate and the basis for the evaluation. According to the U.S. Trustee, the disclosure statement fails to contain an estimate of professional fees to be paid on the effective date. The U.S. Trustee asserts that sections 4.13 and Article V contain differing information regarding impaired claims. The U.S. Trustee complains that the disclosure statement fails to include any information regarding the Debtor's ability to fund the plan payments. The Debtor fails to attach any projections. The U.S. Trustee points out that the disclosure statement fails to indicate the name of the disbursing agent under the plan. The U.S. Trustee further points out that the disclosure statement fails to contain sufficient information and projections relevant to the creditors' decision to accept or reject the proposed plan. About House of Floors of Palm Beach House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/ -- provides floor covering installations & cleaning services to both the commercial and residential industries. The company is based in Boca Raton, Florida. House of Floors of Palm Beach filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition signed by Donald Brodsky, president, the Debtor disclosed $1.09 million total assets and $1.73 million total debt. Judge Mindy A. Mora is the case judge. Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel. Thomas Regan and the accounting firm of Moss, Krusick & Associates, LLC, serve as accountants. HOYT CONTRACTORS: June 28 Tentative Plan Confirmation Hearing Date ------------------------------------------------------------------ Hoyt Contractors, LLC, at the Bankruptcy Court's order filed further amended Chapter 11 plan and accompanying disclosure Statement. The Bankruptcy Court ordered that tentatively the confirmation hearing will be held on June 28, 2019, at 10:00 a.m. Class 3 consists of the general unsecured claims against the Debtor, including Powell RV Storage & Services, Inc.'s claim in the stipulated amount of $185,000. Powell RV will be paid with proceeds from ongoing and upcoming construction jobs. The Debtor proposes a payout of a total of $185,000.00 over sixty (60) months. In the event the Debtor is able to promptly deliver certain materials acceptable to Powell in its sole discretion, the Debtor and Powell may determine the fair market value of the delivered materials and reduce the total cash payments to Powell by the value of the materials up to a maximum of $20,000. The reduction in payments will be applied after all outstanding payments have been made such that the Debtor’s Tier 4 payment obligations are satisfied earlier than contemplated in the preceding payment schedule. The parties further understand and agree that Powell may choose to accept delivered materials in accordance with the terms outlined above or not in its sole discretion. If the materials are not delivered on or before June 15, 2019, Powell is unlikely to accept any materials as Powell will no longer have any use for them. This Plan is a non-liquidating plan, whereby the Debtor, Hoyt Contractors, LLC, will fund its plan with ongoing and upcoming construction jobs. A full-text copy of the Amended Disclosure Statement dated May 13, 2019, is available at https://tinyurl.com/y2ywr5sa from PacerMonitor.com at no charge. A full-text copy of the Second Amended Disclosure Statement dated May 22, 2019, https://tinyurl.com/y5dntq9w from PacerMonitor.com at no charge. A full-text copy of the Third Amended Plan dated May 24, 2019, is available at https://tinyurl.com/y2juh6eh from PacerMonitor.com at no charge. About Hoyt Contractors Hoyt Contractors, LLC, constructs pole barns and is 100 percent owned by Terry and Loreasa Hoyt. Hoyt Contractors sought protection under Chapter 11 of the Code (Bankr. E.D. La. Case No. 18-13255) on Dec. 7, 2018. In the petition signed by Loreasa Hoyt, manager, the Debtor estimated assets and liabilities of less than $1 million. Judge Elizabeth W. Magner oversees the case. The Debtor tapped Phillip K. Wallace, PLC as its legal counsel. INSYS THERAPEUTICS: Appoints New Member to Board of Directors ------------------------------------------------------------- John A. McKenna, Jr., was appointed to the Board of Directors of Insys Therapeutics, Inc., effective on May 22, 2019. Mr. McKenna most recently served as managing director and co-head of Miller Buckfire & Co., an investment bank and advisory firm which is wholly owned by Stifel Financial. Over the course of seven years, Mr. McKenna progressed through multiple roles at global investment bank, Houlihan Lokey, Inc. before joining Wasserstein Perella & Co. in 1998. Mr. McKenna returned to Houlihan Lokey, Inc. in 1999 and served until 2006, becoming managing director and co-head of the Eastern Region. Mr. McKenna has also served on the board of directors at CHC Helicopter, where he was chairman of the audit committee, US Airways Group, where he was a member of the audit committee, Haights Cross Communications, Inc., and Gate Gourmet Group Holdings LLC., where he was chairman of the compensation committee. He currently serves on the boards of the New York Chapter of the Cystic Fibrosis Foundation and Beyond Capital Fund. Mr. McKenna holds a bachelor's degree in Government and Economics from Claremont McKenna College. Mr. McKenna will serve as a member of the Board's Restructuring Committee. According to the Company, there are no family relationships between Mr. McKenna and any director or other executive officer of the Company nor are there any transactions between Mr. McKenna or any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. McKenna and any other persons or entities pursuant to which Mr. McKenna was appointed as a director of the Company. Mr. McKenna will receive cash compensation for his Board service as follows: (i) $180,000 as an annual board retainer, (ii) $50,000 as an annual retainer for his service as a member of the Restructuring Committee of the Board, and (iii) $1,500 per meeting, not to exceed $50,000 per year. The Company also expects to enter into the Company's standard director indemnification agreement with Mr. McKenna. About INSYS Headquartered in Chandler, Arizona, INSYS Therapeutics -- http://www.insysrx.com-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, INSYS is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. INSYS is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. Insys Therapeutics reported a net loss of $124.50 million for the year ended Dec. 31, 2018, compared to a net loss of $226.8 million for the year ended Dec. 31, 2017. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. BDO USA, LLP, in Phoenix, Arizona, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered losses and negative cash flows from operations and expects uncertainty in generating sufficient cash to meet its legal obligations and settlements and sustain its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. INTEGRATED STRUCTURES: July 23 Plan Confirmation Hearing -------------------------------------------------------- A hearing on the adequacy of the fifth amended disclosure statement explaining Integrated Structures Corp.'s fifth amended Chapter 11 plan was held on May 23. The amended disclosure statement was approved during the May 23 hearing. The Court will convene a hearing to consider confirmation of the Plan on July 23, 2019 at 11:00 AM. Class 3 - Allowed General Unsecured Claims are impaired. Each Holder of an Allowed Claim in Class 3 shall receive an amount equal to 40% percent of the Allowed amount of its Claim, without interest, payable in 60 equal monthly payments. The payments will be represented by a Promissory Note issued one (1) to each Creditor in the amount as specified by the plan showing the installment payments. The first of such payments shall be due and payable on the 15th business day of the second calendar month subsequent to the Effective Date and monthly thereafter, provided, however, that with respect to a Disputed Class 3 General Unsecured Claim, which has not been determined at the Effective Date, the holder of such Disputed Claim shall be entitled to receive such Note and any accrued payments that otherwise would have been due no later than the fifteenth (15th) business day of the second calendar month following the month in which such Disputed Claim becomes an Allowed Class 3 General Unsecured Claim or as soon as practicable thereafter. The Debtor estimates the amount of Allowed Class 3 General Unsecured Claims entitled to receive disbursement under the Plan to not exceed $1,277,334.42. Distributions under the Plan shall be made through (i) cash on hand on the Effective Date; (ii) payment of Retention Amounts and collection of Accounts Receivable; (iii) proceeds generated by the Reorganized Debtor from the continued operation of the business. A full-text copy of the Disclosure Statement dated May 13, 2019, is available at https://tinyurl.com/y24zqxj4 from PacerMonitor.com at no charge. A blacklined version of the Amended Plan dated May 13, 2019, is available at https://tinyurl.com/y2co7yz9 from PacerMonitor.com at no charge. About Integrated Structures Corp. Integrated Structures Corp. is a heavy construction contractor. It provides services as a general contractor in the structural steel and masonry and stone areas, and as a subcontractor on major construction projects in the Metropolitan New York City area. Integrated Structures Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-75420) on December 16, 2015. The petition was signed by Francis Lee, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. J&B HALDEMAN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of J&B Haldeman Holdings, LLC as of May 24, according to a court docket. About J&B Haldeman Holdings J&B Haldeman Holdings, LLC is an investment holding company based in Black River Falls, Wis. J&B Haldeman Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 19-11175) on April 15, 2019. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case has been assigned to Judge Catherine J. Furay. Pittman & Pittman Law Offices, LLC is the Debtor's legal counsel. JACKIES COOKIE: $550K Sale of All Assets to CEO/Owner Approved -------------------------------------------------------------- Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California authorized Jackie's Cookie Connection, LLC's Asset Purchase Agreement with its CEO and owner, Rachel Galant, in connection with the sale of substantially all assets for $550,000. A hearing on the Motion was held on May 7, 2019 at 2:00 p.m. Subject to the conditions set forth below, the Debtor is authorized close a sale of assets contemplated by the Motion to Rachel Galant or a company 100% owned by Rachel Galant (or, if approved by separate order, some other percentage), to which she has assigned her rights as the Buyer per the Motion. Part 1 of the sale approved by the Order authorizes the Debtor to sell the equipment specified in Exhibit B, to the Buyer for the amount(s) therein listed. The Buyer will make payment to the Debtor's estate on account of Part 1 of the sale by 2:00 p.m. (PT) on May 21, 2019 and such proceeds will be promptly deposited into the DIP general account. Upon receipt of the Equipment Proceeds, the Debtor is authorized to pay the corresponding amounts to the equipment lessors, as listed on Exhibit B. Should the Buyer subsequently resell all or part of the equipment specified in Exhibit B, any and all proceeds therefrom in excess of the Buyer's original purchase price will be delivered to the Debtor's bankruptcy estate for the benefit of creditors (or, in the event of dismissal of the bankruptcy case, distributed directly to creditors) and no portion of such Excess Proceeds may be used for payment of the Part 2 Purchase Price. Part 2 of the sale approved by the Order, authorizes the Debtor to (i) assume and assign and (ii) sell to the Buyer, each as the case may be, the assets specified in Exhibit C and Exhibit D, on the condition that the Buyer (a) complies with the requirements of Bankruptcy Code Section 365(b)(1)(A), (B) and (C), including the payment of any required cure amounts. Subject to the conditions set forth, the Buyer is authorized to take assignment of and/or purchase the assets specified in Exhibit C and Exhibit D after receipt by the Debtor's estate of the purchase price of $100,000, without further opportunity to overbid from any other potential purchaser. If the Buyer fails timely to pay the Part 2 Purchase Price, then the Debtor or any other party in interest may self-calendar a continued hearing at which the Court will address whether to modify the proposed sale of the Part 2 assets, and the Court anticipates that at that point the Court would permit any potential purchaser for the Part 2 asset to present a bid to the Debtor for such assets, and as to Buyer only, the minimum bid would be $50,000 (other prospective bidders could bid less, but because Buyer is essentially seeking to cut off successor liability via a "free and clear" sale, the Court ruled at the hearing that her minimum bid would be $50,000). The Debtor will resolve any disputes regarding purchase/cure amounts for equipment with any equipment lessor/lienholder(s) by not later than May 20, 2019, or those creditors will be allowed to repossess the equipment on 24 hours notice. Any disputes with any equipment lessor/lienholder(s) will be addressed at the continued hearing and continued status conference set for May 21, 2019, at 2:00 p.m. The 14-day stay on the effectiveness of the Order, is waived, such that the Order will be immediately effective upon entry. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Jackies_Cookie_113_Order.pdf About Jackie's Cookie Connection Jackies Cookie Connection LLC is a baking company specializing in cookies. Jackie's cookies are available online at https://www.jackiescookieconnection.com/ or at the company's four Los Angeles locations: Century City Mall, Hollywood & Highland, The Village at Topanga and its new bakery at 12109 Santa Monica Boulevard in Santa Monica. Jackies Cookie Connection filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-24571) on Dec. 17, 2018. In the petition signed by Rachel Galant, managing member and CEO, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Neil W. Bason. Derrick Talerico, Esq. at Zolkin Talerico LLP is the Debtor's counsel. JAGUAR HEALTH: All Proposals Approved at Annual Meeting ------------------------------------------------------- Jaguar Health, Inc., held its 2019 annual meeting of stockholders on May 24, 2019, at which the stockholders: (1) elected James J. Bochnowski, Lisa A. Conte, and Jonathan B. Siegel as Class I directors to the Company's Board of Directors to hold office for a three-year term until the annual meeting of stockholders in 2022 and until their successors are elected and qualified; (2) approved an amendment to the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's issued and outstanding Common Stock at a ratio not less than 1-for-30 and not greater than 1-for-70, with the exact ratio, if approved and effected at all, to be set within that range at the discretion of the Company's board of directors and publicly announced by the Company on or before Nov. 3, 2019 without further approval or authorization of the Company's stockholders; (3) approved an amendment of the Company's 2014 Stock Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2014 Plan such that the aggregate authorized but unissued shares under the 2014 Plan shall equal 12.5% of the issued and outstanding shares of Common Stock on a fully diluted basis calculated as of the earlier of (A) the day immediately after the consummation of the Company's next underwritten public equity offering with gross proceeds of $5 million or more or (B) July 31, 2019 (Calculation Date), contingent upon the reverse stock split being approved and effected in accordance with Proposal 3 on, or prior to, the Calculation Date; (4) approved, for purposes of Nasdaq Rules 5635(c) and 5635(d), the issuance of shares of Common Stock upon exchange of promissory notes and exercise of warrants issued in one or more private placement transactions; (5) approved, for purposes of Nasdaq Rule 5635(d), the issuance of shares of Common Stock upon the exercise of a warrant issued in connection with the cancellation of a letter of credit; and (6) approved a proposal to grant discretionary authority to adjourn the Annual Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting to approve Proposals 1 through 5. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of March 31, 2019, Jaguar Health had $40.66 million in total assets, $24.86 million in total liabilities, $9 million in series A convertible preferred stock, and $6.79 million in total stockholders' equity. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Reports 2019 First Quarter Financial Results ----------------------------------------------------------- Jaguar Health, Inc., reported first quarter 2019 results and issued the following highlights. 2019 First Quarter Company Financial Results * Mytesi Net Product Revenue: Mytesi net sales in the first quarter of 2019 were approximately $1.5 million, and Mytesi gross sales were approximately $2.1 million, an increase of 154% and 161% of net and gross sales, respectively, over the first quarter of 2018. Total Mytesi prescription volume, which is the combination of new prescriptions and refills, as reported by IQVIA, a provider of analytics, technology solutions and contract research services to the life sciences industry, increased 98% in the first quarter of 2019 over the first quarter of 2018, and grew 1% in the first quarter of 2019 versus the fourth quarter of 2018. Jaguar's animal-related sales for the first quarter of 2019 and 2018 were flat at $47K and $44K, respectively, due to minimal marketing and sales efforts. * Operating Expenses: The total operating expense for the quarter ended March 31, 2019 was $7.4 million as compared to $5.9 million for the quarter ended March 31, 2018, a 25% increase or a $1.5 million increase quarter over quarter. The 25% increase in total operating expense quarter over quarter is a combination of the $0.4 million increase in cost of product revenue, $0.7 million increase in Research and Development, and a $0.5 million increase in General and Administrative expense offset by a $0.1 million decrease in Marketing and Sales. * Cost of Product Revenue: The total Cost of Product Revenue for the quarters ended March 31, 2019 and March 31, 2018 was $0.8 million compared to $0.4 million, respectively. The increase of $0.4 million was a direct result of an increase of Mytesi sales coupled with additional distributor expense due to a change in service provider to Cardinal Health in the first quarter of 2019. * Research and Development: The Research and Development expense was $1.4 million for the quarter ended March 31, 2019 compared to $0.7 million for the quarter ended March 31, 2018. The increase of $0.7 million in R&D for the first quarter of 2019 was primarily due to a $0.6 million investment in commercial manufacturing to enhance process improvements for future cost reduction in manufacturing and a $0.2 million increased spend in regulatory activities in support of cancer therapy-related diarrhea (CTD) pivotal trial design, partially offset by a $0.1 million reduction in headcount related expense. * Sales and Marketing: The Sales and Marketing expense for the quarter ended March 31, 2019 was relatively flat with a $1.6 million spend in the three months ended March 31, 2019 as compared to $1.7 million for the quarter ended March 31, 2018. The major difference between the two periods is that the quarter ended March 31, 2019 headcount expense was 77% of the total spend, while the quarter ended March 31, 2018 headcount expense was 40% of the total spend. The increased sales representatives for the quarter ended 2019 and the 'boots on ground' strategy was implemented to enhance the face to face presence with designated high decile prescribers; and at the same time supplementing efforts with marketing, medical education, and sales promotion. * General and Administrative: The General and Administrative expense for the quarter ended March 31, 2019 totaled $3.5 million compared to $3.0 million for the quarter ended March 31, 2018, a 17% increase quarter over quarter. The G&A spend of $3.5 million for the quarter ended March 31, 2019 consisted of the continued G&A support functions such as audit, legal, compliance, accounting, human resources, IT, public company expense, financing and facilities. The increase in G&A quarter over quarter was primarily due to third-party consulting fees for the support of public company regulatory reporting and financing activities, and an increase in non-cash stock-based compensation expense. * Loss from Operations: For the first quarter of 2019, the net loss from operations was $5.8 million, compared to a net loss of $5.1 million in the first quarter of 2018. This was a 13% increase in operating loss quarter over quarter due to a net increase in total net revenue of $0.8 million offset by a $1.4 million increase in operating expense. * Net Loss Attributable to Common Shareholders: For the first quarter of 2019, the net loss attributable to common shareholders was $8.3 million compared to $6.7 million for the first quarter of 2018. The first quarter of 2019 includes a $1.9 million loss on extinguishment of debt, and the first quarter of 2018 includes a deemed dividend attributable to preferred stockholders in the amount of $1.0 million, resulting in a net increase in loss of $0.9 million. The deemed dividend charge attributable to preferred stockholders represents the accretion of the discount on the Series A preferred shares in the first quarter of 2018 due to a beneficial conversion factor in the transaction. The loss on extinguishment of debt is included in the net loss for the first quarter of 2019, while the deemed dividend charge is reflected below net loss to arrive at net loss available to common stockholders on the Company's condensed consolidated statement of operations. * Income Tax Rate: The effective tax rate for the first quarter of 2019 and 2018 was zero percent, respectively, primarily as a result of the estimated tax loss for the year and a full valuation allowance. Mytesi Commercial and Promotional Activities Updates * As announced Jan. 24, 2019, Mytesi (crofelemer) has been added to the formulary for Florida’s AIDS Drug Assistance Program (ADAP). As a result of this addition, based on data from healthcare research firm Decision Resource Group, approximately 86% of ADAP-eligible US lives now have access to Mytesi, Jaguar's FDA-approved drug product indicated for the symptomatic relief of noninfectious diarrhea in adult patients with HIV/AIDS on antiretroviral therapy. * Jaguar is seeking partners that share the Company's commitment to making its crofelemer anti-secretory agent available to relieve suffering across patient populations around the world. Human Pipeline Updates * As Jaguar recently announced, the Company's wholly-owned subsidiary, Napo Pharmaceuticals, Inc. (Napo), met with the U.S. Food & Drug Administration (FDA) on March 28, 2019 to discuss the protocol for Napo's planned Phase 3 clinical trial in cancer subjects to evaluate the effects of Mytesi (crofelemer) in prevention and/or relief of cancer therapy- related diarrhea (CTD). The meeting, which included academic key opinion leaders/Napo Scientific Advisory Board members from leading oncology treatment institutions, resulted in a productive regulatory discussion about design refinements for the anticipated pivotal trial. Napo's planned next step is to continue its interactions with the FDA and incorporate the input from this dialog into the Phase 3 protocol following this very informative discussion. * In support of the Company's focus on the potential CTD indication, two ongoing investigator initiated trials (IITs) utilizing Mytesi are underway: - Enrollment is ongoing for the HALT-D study in breast cancer patients receiving regimens containing Herceptin and Perjeta. Interim results from the study, which is sponsored by Georgetown University and funded by Genentech, a member of the Roche Group, are expected to be read out in the first half of 2019. The study's primary endpoint has an 81% power to detect a 40% difference in the percent and/or number of patients experiencing any grade of diarrhea for two consecutive days at a p value of 0.1. (The statistical power of a study, sometimes referred to as a study's sensitivity, is a measure of how likely the study is to distinguish an actual effect from one of chance). For the sake of clarity, the estimates of the percent of patients experiencing such diarrhea is postulated to be 60% in the placebo patients and 20% in the study's crofelemer- treated arms. The interim analysis, which is being conducted to ensure that the study has a chance to ultimately achieve the primary endpoint, will determine whether or not the study has a power of at least 20% to detect such a difference when 23 patients have been randomized. The interim analysis will be deemed positive and the trial will continue if the power is 20% or greater. - The second ongoing IIT, funded by Puma Biotechnology, is evaluating the use of crofelemer in breast cancer patients receiving neratinib-containing regimens, which are reported to have extremely high rates of diarrhea. - Additionally, a third-party cancer agent manufacturer is funding Napo's implementation of a nonclinical study, which is underway to evaluate the effects of crofelemer treatment on diarrhea induced by tyrosine kinase inhibitors (TKIs) in healthy female dogs. The evaluation of crofelemer effects in dogs receiving TKIs is intended to provide additional scientific rationale and support for the use of crofelemer in providing symptomatic relief of noninfectious diarrhea in human patients receiving TKI-containing regimens in future human clinical investigations. * The Company is planning to initiate formulation and regulatory activities to support an investigational new drug application for lechlemer, Napo's second-generation anti- secretory drug product candidate, for the indication of cholera along with efforts to pursue a tropical disease priority review voucher from FDA for this potential indication. Lechlemer, which is a drug candidate under the botanical guidance of the FDA, is approximately one-tenth the price to manufacture as crofelemer and therefore more economically feasible than Mytesi for marketing in resource -constrained countries. Priority review vouchers are granted by the FDA to drug developers as an incentive to develop treatments for neglected diseases and rare pediatric diseases. These vouchers are transferable and, in recent transactions by other companies, have sold for $67 million to $350 million, because they provide third-party purchasers a six-month priority review with the FDA for any product candidate in development. According to the Centers for Disease Control and Prevention of the U.S. Department of Health & Human Services, cholera is an acute diarrheal illness caused by infection of the intestine with the bacterium Vibrio cholerae. An estimated 3-5 million cholera cases and more than 100,000 cholera-related deaths occur each year around the world. The infection is often mild or without symptoms, but can sometimes be severe. Approximately one in 10 (5-10%) of infected persons will have severe disease characterized by profuse watery diarrhea, vomiting, and leg cramps. In these people, rapid loss of body fluids leads to dehydration and shock. Without treatment, death can occur within hours. At this time, the largest cholera outbreak in recorded history is occurring in Yemen. * As previously announced, Napo has accepted a request for support submitted by Dr. Mohamad Miqdady, Chief of Pediatric Gastroenterology, Hepatology and Nutrition at Sheikh Khalifa Medical City (SKMC) in Abu Dhabi, for an investigator- initiated trial of crofelemer for congenital diarrheal disorders (CDDs) in children. Enrollment for this trial is planned in the second half of 2019 as the Company completes stability studies for a pediatric liquid formulation. CDDs are a group of rare, chronic intestinal channel diseases, occurring in early infancy, that are characterized by severe, lifelong diarrhea and a lifelong need for nutritional intake either parenterally or with a feeding tube. CDDs are related to specific genetic defects inherited as autosomal recessive traits, and the incidence of CDDs is much more prevalent in regions where consanguineous marriage is part of the culture. CDDs are directly associated with serious secondary conditions including dehydration, metabolic acidosis, and failure to thrive, prompting the need for immediate therapy to prevent death and limit lifelong disability. * Napo recently approved a request for an investigator -initiated trial of crofelemer for idiopathic/functional diarrhea, and the Company's pipeline of potential follow-on indications also includes supportive care for diarrhea related to inflammatory bowel disease. Diarrhea stemming from irritable bowel syndrome is another target indication for Mytesi, for which Jaguar has completed two phase 2 studies. The chronic safety of Mytesi is an important distinguishing attribute for these possible indications. Canalevia Updates * As announced March 20, 2019, Jaguar has completed the filing with the FDA's Center for Veterinary Medicine (CVM) of the Chemistry, Manufacturing, and Controls (CMC) technical section in support of the Company's application for conditional approval of Canalevia (crofelemer delayed-release tablets) for treatment of chemotherapy-induced diarrhea (CID) in dogs. Jaguar has now completed three of the four required technical sections—the CMC, Effectiveness, and Environmental Impact technical sections—of the Company's application for conditional approval of Canalevia for CID in dogs. Jaguar anticipates filing the Target Animal Safety technical section with CVM in the second quarter of this year. With receipt of conditional approval for this indication, the Company expects to conduct the commercial launch of Canalevia for CID in dogs in the first quarter of 2020. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of March 31, 2019, Jaguar Health had $40.66 million in total assets, $24.86 million in total liabilities, $9 million in series A convertible preferred stock, and $6.79 million in total stockholders' equity. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. K&D INDUSTRIAL: $500K Sale of Business Assets to Cleaning Approved ------------------------------------------------------------------ Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized K&D Industrial Services Holding Co., Inc., and affiliates to sell ongoing operations and business assets to Cleaning Contractors, Inc. for $500,000. The Sale Hearing was held on May 9, 2019. The sale is free and clear of all Claims, other than Cure Amounts and Permitted Liens, with all Claims to attach to the net proceeds of the Sale. The APA and all of the terms and conditions thereof, is approved in all respects. Pursuant to sections 105(a) and 365 of the Bankruptcy Code, and in accordance with the terms and conditions of the APA, the Debtors' assumption and assignment to the Purchaser of each of the Contracts is approved, and all requirements of section 365 of the Bankruptcy Code are deemed fully satisfied. The list of Contracts was filed with the Court at Docket #64 and supplemented at Docket #106. The Purchaser will pay the Cure Amounts in accordance with the APA. As provided by Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure, the Sale Order will not be stayed for 14 days after the entry of the Sale Order and will be effective immediately upon entry, and the Debtors and the Purchaser are authorized to close the Sale immediately upon entry of the Sale Order. The 14-day stay provided for in Fed. R. Bank. P 6004 (h) and 6006 (d) is waived. About K&D Industrial Since 1974, K&D Industrial Services -- http://www.kdigroup.com/-- has provided industrial and environmental services to customers in virtually every industry. Founded by Ken Liabenow and Dennis Springer, K&D focuses on cleaning, removing and treating hazardous and non-hazardous materials originating from process residual or industrial waste. Key business areas include industrial cleaning services, environmental remediation services, hazardous and non-hazardous transportation services, and treatment services. K&D services the entire Midwest through its six office locations in Michigan, Ohio and Kentucky. K&D Industrial Services Holding Co., Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43823) on March 15, 2019. At the time of the filing, K&D Industrial disclosed zero assets and $3,369,495 in liabilities. K&D Industries, one of K&D Industrial affiliates, disclosed $937,714 in assets and $8,736,715 in liabilities. The cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp PLLC is the Debtors' counsel. KIRTAN LLC: 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 Kirtan LLC, according to court dockets. About Kirtan LLC Kirtan LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03719) on April 23, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Michael G. Williamson. The Debtor is represented by McIntyre Thanasides Bringgold Elliott Grimaldo Guito & Matthews, P.A. MARJORIE ANN POLLY: $828K Sale of Las Vegas Residence Approved -------------------------------------------------------------- Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Nevada authorized Marjorie Ann Polly's sale of the residential property located at 3210 Ashby Avenue, Las Vegas, Nevada 89102, APN 162-05-112-013, and related improvements, to Stephen J. Lamme and Megan T. Dally for $828,000. A hearing on the Motion was held on May 21, 2019 at 9:30 a.m. The Purchase Agreement and all other ancillary documents, and all of the terms and conditions thereof, are approved. The sale is free and clear of all Liens and Claims, with all Liens and/or Claims to attach solely to the proceeds of the Sale. A certified copy of the Order may be filed with the appropriate clerk and/or recorded with the recorder to act to cancel any of the Liens, Claims and other encumbrances of record. The Debtor is authorized to assume the Purchase Agreement and the Broker Listing/Commission Agreement. Notwithstanding the provisions of Fed. R. Bankr. P. 6004, 6006 or any applicable provisions of the Local Rules, the Order will not be stayed for 14-days after the entry hereof, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in such rules is expressly waived and will not apply. Time is of the essence in approving the Sale, and the Debtor and the Purchaser intend to, and are authorized to, close the Sale as soon as practicable. The escrow agent for the sale for the Property is hereby authorized and directed to pay all title charges and escrow/settlement charged, all real estate commissions to the Purchaser's agent (Ryan Grauberger of ReMax Central), all government recording and transfer charges, and all miscellaneous charges, such that the sale and transfer of the Property will completed and effectuated in full; provided, however, that after payment of the foregoing items, any remaining amount will continue to be held with the title company pending further order of the Court. For the avoidance of doubt, there will be no further payments from the escrow account to the following absent further order of the Court: (a) the Youngblood Parties pursuant to their recorded Lis Pendens or otherwise; (b) the Debtor; and (c) the Debtor's broker and realtor (Las Vegas Realty, LLC, John Fleckenstein as broker, and Matthew D. Beach as agent). A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/MARJORIE_POLLY_36_Order.pdf Marjorie Ann Polly sought Chapter 11 protection (Bankr. D. Nev. Case No. 19-12800) on May 3, 2019. The Debtor tapped Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC as counsel. MARKPOL DISTRIBUTORS: Committee Taps Skutch as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Markpol Distributors, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire The Skutch Arlow Group, LLC as its financial advisor. The firm will provide these services to the committee in connection with the Chapter 11 cases filed by Markpol and its affiliates: (a) review and evaluate the Debtors' business plan, financial projections and liquidation analysis; (b) evaluate any proposed sale or lease that the Debtors enter into; and (c) attend bankruptcy court hearings and participate in meetings with the committee. The customary hourly rates charged by the firm's professionals and paraprofessionals anticipated to provide the services are: Principals $400 Associates $275 Support Staff No charge Josh Arlow, principal of Skutch, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Skutch can be reached through: Josh Arlow Skutch Arlow Group, LLC 10 S. LaSalle Street, Suite 3500 Chicago, IL 60603 About Markpol Distributors Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Illinois. Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-06105) on March 2, 2018. In the petition signed by CEO Mark Kozyra, the Debtor estimated assets and liabilities at $1 million to $10 million. Judge Benjamin A. Goldgar is the case judge. Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's counsel. Rally Capital Services, LLC is the financial advisor. Patrick S. Layng, U.S. Trustee for the Northern District of Illinois, appointed an official committee of unsecured creditors on March 15, 2018. The committee retained Goldstein & McClintock LLLP as its counsel. MICROVISION INC: All Four Proposals Approved at Annual Meeting -------------------------------------------------------------- At the annual meeting of stockholders of MicroVision, Inc., which was held on May 22, 2019, the stockholders: (1) elected Simon Biddiscombe, Robert P. Carlile, Yalon Farhi, Perry M. Mulligan, Bernee D.L. Strom, Brian Turner, and Thomas M. Walker as directors; (2) approved the proposed amendment to the 2013 MicroVision, Inc. Incentive Plan; (3) ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2019; and (4) approved, on an advisory basis, the compensation of the Company's named executive officers. About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. PicoP scanning technology is based on the Company's patented expertise in micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. MicroVision reported a net loss of $27.25 million for the year ended Dec. 31, 2018, compared to a net loss of $25.48 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $17.20 million in total assets, $19.63 million in total liabilities, and a total shareholders' deficit of $2.43 million. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MID-CITIES HOME: Wins Approval for Rosen Systems as Auctioneer -------------------------------------------------------------- Mid-Cities Home Medical Equipment Co., Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Rosen Systems, Inc. The firm will oversee the online auction of the Debtor's personal properties, which include a vehicle and the Debtor's office furniture and equipment. Rosen Systems will charge a 10% commission and a 15% buyer's premium on the gross sales, and will receive reimbursement for work-related expenses. The Debtor estimates such expenses will be in the range of $2,500 to $3,000 but will not exceed $3,000. Michael Rosen, an auctioneer employed with Rosen Systems, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Rosen Systems can be reached through: Michael D. Rosen Rosen Systems, Inc. 2323 Langford St. Dallas, TX 75208 About Mid-Cities Home Medical Equipment Based in Grand Prairie, Texas, Mid-Cities Home Medical Equipment Co., Inc., dba Homepoint Dme, a retailer of medical supplies and equipment, filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-41232) on March 27, 2019. In the petition signed by Scott Bays, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Debtor tapped Forshey & Prostok, LLP as its legal counsel. It also hired CR3 Partners, LLC and designated William Roberts, a member of the firm, as its chief restructuring officer. MONITRONICS INTERNATIONAL: Provides Preliminary Financial Results ----------------------------------------------------------------- As previously disclosed, on and after Feb. 5, 2019, Ascent Capital Group, Inc. and Monitronics International, Inc., entered into confidentiality agreements with certain holders of the Company's 9.125% Senior Notes due 2020. On Feb. 27, 2019, Ascent and the Company entered into confidentiality agreements with certain term lenders under the Company's existing credit agreement. The Confidentiality Agreements require a public disclosure of certain material non-public information provided to the Noteholders and the Term Lenders upon certain dates and events set forth in the Confidentiality Agreements. The management presentation provided to the Noteholders and the Term Lenders -- https://is.gd/Jy2upK -- constitutes Cleansing Materials. The Company shared these preliminary, unaudited financial results as of and for the four mounths ended April 2019: * Total revenue was $2.7 million, 1.5% above budget due to fewer retention and moves jobs than planned * Total EBITDA was $1.2 million, 1.2% above plan which includes the aforementioned revenue variance, offset by favorable expenses (including the aforementioned retention/moves related expenses) * End of Period Subscribers were 895.7K, 0.4% higher than forecasted, primarily drived by favorable attrition * Total RMR was $40.6M, 0.6% higher than forecasted, as a result of higher subscriber count * Total Accounts Created were 0.5% or 129 higher than forecasted driven by strong channel performance * Consolidated Creation Multiple (CCM) was 37.1x, 2.3% higher than budgeted principally due to favorable volume from higher multiple dealers Cautionary Statement "Statements made and information included in the Cleansing Materials are made as of the date of such Cleansing Materials and not as of the date hereof. In the course of subsequent operations, our views on some of these materials may have changed. As such, the Company's future public filings may contain information that updates or supersedes some of the information contained in the Cleansing Materials, however the Company is under no obligation to update such Cleansing Materials for the date hereof or any future date." About Monitronics Headquartered in the Dallas-Fort Worth area, Monitronics provides security alarm monitoring services to approximately 900,000 residential and commercial customers as of March 31, 2019. Ascent Capital Group, Inc., is a holding company that owns Monitronics International, Inc., doing business as Brinks Home Security. Monitronics reported a net loss of $678.8 million for the year ended Dec. 31, 2018, compared to a net loss of $111.29 million for the year ended Dec. 31, 2017. As of March 31, 2019, Monitronics had $1.33 billion in total assets, $1.95 billion in total liabilities, and a total stockholders' deficit of $623.8 million. KPMG LLP, in Dallas, Texas, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has substantial indebtedness classified within current liabilities that raises substantial doubt about its ability to continue as a going concern. * * * In April 2019, S&P Global Ratings lowered the issuer credit rating on Monitronics International Inc. to 'SD' from 'CC'. The downgrade follows Monitronics' election not to make an approximately $26.7 million in interest on its 9.125% unsecured notes due 2020. In April 2019, Moody's Investors Service downgraded Monitronics' Corporate Family Rating to 'Ca' from 'Caa2'. The downgrade reflects the Company's near-term debt maturities and the high likelihood of a default event under Moody's definition in the near term. MS Z HOLDINGS: Court Approves Disclosure Statement, Confirms Plan ----------------------------------------------------------------- MS Z Holdings, LLC's Plan of Reorganization, as modified, is confirmed and the Disclosure Statement explaining the Plan is granted final approval. The Plan is amended as follows: Article II and Article III shall be deleted in its entirety, and in its place shall be substituted the following: ARTICLE II, TREATMENT OF CLAIMANTS NOT SUBJECT TO CLASSIFICATION OR OTHERWISE NOT REQUIRED TO VOTE FOR OR AGAINST THE PLAN. GROUP I. The Claims of Group I shall consist of all Administrative Expenses. The Allowed Claims of this Group shall be paid the full amount of their Claims on such date as may be mutually agreed upon between Debtor and the particular claimant, or, if no such date is agreed upon, on the Effective Date. If an administrative expense arises after the Effective Date, it shall be paid within 30 days of when it arises. Fee applications shall not be paid until the Court enters an Order approving such payment. It is estimated that the only entity in this class shall be Robert Bassel, attorney for the Debtor, and MUIA. It is estimated that the amount of Mr. Bassel's administrative expense shall be approximately $15,000, and the MUIA's administrative expense shall be $4,933.34 GROUP II. The Claims of Group II shall consist of all Priority Creditors entitled to receive priority for their Allowed Claim under Section 507(a)(8) of the Bankruptcy Code. The priority claims of the Internal Revenue Service, State of Michigan Department of Treasury and the State of Michigan Unemployment Agency will be addressed below. GROUP III. The Claims of Group III shall consist of all other Priority Creditors entitled to receive priority for their Allowed Claim under Section 507(a) of the Bankruptcy Code other than Section 507(a)(8). The Debtor does not believe that any such claimants exist. If they do exist, they shall be paid in equal monthly payments over 96 months from the Effective Date at 3.5% interest per annum. ARTICLE III, SPECIFICATION OF TREATMENT OF CLASSES OF CLAIMS OR INTERESTS NOT IMPAIRED UNDER PLAN AND THOSE IMPAIRED UNDER THE PLAN. Group IRS Priority - Internal Revenue Service. This group is made of the Internal Revenue Service's priority claim in the amount of $119,185.50. Payments shall be amortized at 5.0% interest in equal monthly payments to fully pay the claim within 60 months of the petition date in the amount of $2249.18 per month. Payments shall start on the Effective Date. Group State of Michigan Priority - Priority State of Michigan. This group is made of the State of Michigan's priority claim in the amount of $325,402.79. Payments shall be amortized at 5.41% interest over 68 monthly payments of $5566.96. The rest of its total claim shall be treated as an unsecured claim in the amount of $43,003.60 Payments shall start on the Effective Date. Group MUIA Priority - Michigan Unemployment Insurance Agency. This group is made of the Michigan Unemployment Insurance Agency's priority claim in the amount of $14,980.23. Payments shall be amortized at 12% interest over 60 monthly payments of $333.23. Payments shall start on the Effective Date. Debtor shall submit completed MUIA Reports for 1st Quarter 2017 thru 3rd Quarter 2018, which shall include social security numbers for employees and be filed within 10 days of entry of this Order. Class GUC - General Unsecured Claims. This class appears to be made up of the following general unsecured claims, and shall be paid at 1% in 240 equal monthly installments, commencing on the Effective Date, without interest, with no prepayment penalty. The monthly plan payment for this class shall be $11.24 per month until the claims in this class are paid in full. This class is impaired. Class LoPiccolo - LoPiccolo Brothers. The claimants in this class, with respect to the PACA claim in the amount of $18,088.64, which is a secured claim, shall be paid over 36 monthly installments of $500 per month with no interest, with the final payment in the amount of $88.64 in the 37th month. Claimants in this class shall retain their lien until the claims in this class are paid in full. Payments shall start on the Effective Date. This class is impaired. Class Viviano - Michael Viviano. The claimants in this class, with respect to the purchase money security interest in the equipment in the amount of $6,000.00, which is a secured claim, shall be paid over 60 monthly installments of $100 per month with no interest. The value of this collateral is approximately $6,000. Claimants in this class shall retain their lien until the claims in this class are paid in full. Payments shall start on the Effective Date. This class is impaired. Group City of Detroit - City of Detroit. This group is made of the City of Detroit's claim in the amount of $20.615.74. Payments shall be amortized at 3.5% interest over 96 monthly payments of $246.52. Payments shall start on the Effective Date. Class Detroit Water and Sewerage Department - Detroit Water and Sewerage Department. This group is made of the DWSD's secured claim in the amount of $ 17,113.10. Payments shall be amortized at 7% interest over 72 monthly payments of $291.76. Payments shall start on the Effective Date. The claims and interests of the equity holder(s) shall be treated as follows: If all impaired classes of Creditors vote to accept the Plan, then the rights of the Interest Holders shall remain the same. This Class shall not be Impaired. For purposes of clarification, there shall be no equity auction. DDF has an allowed secured claim in the amount of $462,792.81, as of February 25, 2019, plus interest and costs, including attorney fees, accruing thereon, which claim shall accrue interest upon entry of this Order Confirming Plan at the fixed rate of four percent (4.0%) per annum, and the full amount of DDF's claim shall be paid by the Debtor as follows: (1) Monthly payments in the amount of $1,500.00 commencing on the first (1st) day of the month that immediately succeeds the Effective Date and continuing on the 1st day of each consecutive month thereafter for the next 11 months (i.e. a total of 12 monthly installments of $1,500 each); (2) Monthly payments in the amount of $2,200.00 commencing on the first (1st) day of the month that immediately succeeds the last payment in subparagraph (d)(1) above and continuing on the 1st day of each consecutive month thereafter for the next 11 months (i.e. a total of 12 monthly installments of $2,200 each); and, (3) Monthly payments in the amount of $3,500.00 commencing on the first (1st) day of the month that immediately succeeds the last payment in subparagraph (d)(2) above continuing on the 1st day of each consecutive month thereafter for 35 months (i.e. a total of 36 monthly installments of $3,500 each), upon which date the entire unpaid balance of DDF's claim shall be due and payable in full. A full-text copy of the Order dated May 13, 2019, is available at https://tinyurl.com/yygshuzr from PacerMonitor.com at no charge. About MS Z Holdings, LLC MS Z HOLDINGS, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 18-51917) on August 28, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert N. Bassel, Esq. NCW PROPERTIES: Unsecureds' Recovery Unknown in 2nd Amended Plan ---------------------------------------------------------------- NCW Properties, LLC, filed a second amended Chapter 11 plan and accompanying second amended disclosure statement. Class 2 - General Unsecured Claims. Class 2 consists of General Unsecured Claims. The Liquidating Trustee shall cause each holder of an Allowed Class 2 Claim to receive in Cash, an amount equal to that holder's pro rata share of the then available Class 2 Distribution Amount, if any. Any distribution to which a holder of a Class 2 Claim is or shall become entitled is subject in all events to any rights of setoff or recoupment that may be asserted by or on behalf of the Liquidating Trust, including on account of any Cause of Action. Notwithstanding the foregoing, the holder of an Allowed Class 2 Claim may receive such other less favorable treatment as may be agreed upon by such holder and the Debtor or the Liquidating Trustee. Class 2 is impaired. Class 1 - Store Secured Claim. Class 1 consists of the Allowed Store Secured Claim. In full and complete satisfaction, settlement, release and discharge of the Allowed Class 1 Claim, the holder of such Claim shall receive no distribution as set forth in the Store Agreement. Class 1 is impaired. Class 3 - Interest. Class 3 consists of the Interests in the Debtor. On the Effective Date, all Interests shall be cancelled, extinguished, and discharged. No holder of Interests shall be entitled, after the Effective Date, to (i) challenge any actions taken by the Liquidating Trustee (in any of his roles under the Plan) taken in accordance with and pursuant to the terms of the Plan, (ii) obtain or request any information from the Liquidating Trustee, or (iii) otherwise participate in or address the actions or inactions of the Liquidating Trustee. Class 3 is impaired. The Plan will be funded with (i) the funds in the Estate as of the Effective Date, if any, (ii) $208,000.00 from the Buyer as set forth in the Buyer Letter Agreement; (iii) payment of payroll tax liabilities by the Buyer of up to $285,000.00 as set forth in the Buyer Letter Agreement, (iv) the balance of the Sale Carve-Out of approximately $195,000.00 to pay Chapter 11 Professional Fees and Expenses; and (v) the proceeds of potential Causes of Action. A full-text copy of the Second Amended Disclosure Statement dated May 13, 2019, is available at https://tinyurl.com/y6okosr8 from PacerMonitor.com at no charge. Counsel for Debtor: Alan E. Braunstein, Esq. RIEMER & BRAUNSTEIN EEP 100 Cambridge Street Boston, Massachusetts 02114 Tel: (617) 523-9000 Fax: (617) 880-3456 Email: abraunstein@riemerlaw.com About NCW Properties NCW Properties, LLC -- http://www.nascarcarwash.com/-- owns a car washing business. Headquartered in Joliet, Illinois, NCW Properties is an official NASCAR licensee and holds the exclusive license to build, brand and operate NASCAR Car Washes across the U.S. and Canada. NCW Properties, LLC sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 18-34019) on July 19, 2018. Judge Timothy A. Barnes is assigned to the case. In the petition signed by Dean T. Tomich, manager, the Debtor estimated between $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Debtor tapped Phillip J. Block, Esq, and Alan L. Braunstein, Esq. at Riemer & Braunstein LLP, as counsel. ASI Advisors, LLC serves as its financial advisors. NOBLE REY: June 14 Plan and Disclosure Statement Hearing Set ------------------------------------------------------------ Bankruptcy Judge Harlin D. Hale conditionally approved Noble Rey Brewing Co, LLC's amended disclosure statement referring to its amended plan of reorganization dated May 8, 2019. June 11, 2019 is fixed as the last day for filing and serving written acceptances or rejections of the Plan, and the last day for filing and serving written objections to confirmation of the Plan or the Disclosure Statement. June 14, 2019 at 9:00 a.m. is fixed for the hearing on Confirmation of the Plan and Final Approval of the Disclosure Statement in the Courtroom of the Honorable Harlin D. Hale 1100 Commerce Street, 14 Floor, Dallas, Texas. The Troubled Company Reporter previously reported that the amended plan disclosed 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). 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. 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. NRC GROUP: S&P Assigns 'B' Issuer Credit Rating; Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating on environmental services firm NRC Group Holdings Corp. (NRCG). All other ratings on its subsidiaries remain unchanged, including those on NRC Group Holdings LLC. "Our rating reflects our view that the company will maintain good operating performance along with strong organic growth and increased scale from its 2018 acquisitions. The ratings reflects the cyclical nature of the company's end markets, high profit margins, small scale, and high leverage," S&P said. The stable outlook reflects S&P's view that good demand and solid pricing will allow the company to generate appropriate credit measures for the rating while maintaining adequate liquidity. Better profitability stemming from the combination with Sprint Energy Services LLC (and potentially other acquisitions), along with synergies and ongoing productivity improvements will support the ratings. While leverage is currently elevated due to significant one-time transaction related costs in 2018, S&P expects leverage to improve to less than 6.5x in the next 12 months as these costs roll off. S&P said it could lower its ratings on NRCG if the company's operating segments substantially weaken. "The oil and gas end-market appears to be relatively solid, but changes in geopolitical events and macroeconomic factors could cause production and waste volumes to decline. If an industry-wide reduction in demand, increased customer churn, or a significant operational stumble such as a delay in expanding disposal capacity causes the company's adjusted debt-to-EBITDA ratio to exceed 6.5x, then this could prompt a downgrade," S&P said, adding that this could happen if NRCG's EBITDA margins contracted by more than 300 basis points (bps) or more from the rating agency's current expectations. S&P said it could also lower its ratings if NRCG pursued a sizable debt-funded acquisition or if the company's liquidity becomes less than adequate. "We could raise our ratings on NRCG if its credit measures improve and if NRCG adopts and maintains financial policies that are consistent with higher ratings. We will continue to monitor JF Lehman & Co. Inc.'s ownership of NRCG because if its stake in NRCG falls to less than 40% we would cease to classify NRCG as a financial sponsor-owned firm," S&P said. "For an upgrade, we would also expect to see NRCG's commitment of conservative financial policies and leverage consistently less than 5x." S&P also believes a more conservative capital structure would help offset NRCG's relatively small operational scale and concentration in its highly cyclical end-markets. "This would likely require a 300 bps improvement in EBITDA margins from our 2019 forecasts and high double-digit percent revenue growth," S&P said, adding that it would also expect NRCG to prudently finance its acquisitions, integrate them without any material challenges, and maintain adequate liquidity. ORCHIDS PAPER: June 27 Auction of All Assets Set ------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Orchids Paper Products Co. and its debtor-affiliates in connection with the sale of substantially all their assets to Orchids Investments, LLC, for $175 million credit bid, plus $500,000 cash, plus assumption of liabilities, subject to overbid. These dates and deadlines regarding competitive bidding are established (subject to modification in accordance with the Bid Procedures) (All times are prevailing Eastern Time): a. May 22, 2019 at 4:00 p.m.: - Deadline for the Debtors to serve Cure and Possible Assumption and Assignment Notices to All Contract Counterparties and serve the Sale Notice b. May 22, 2019 at 4:00 p.m. - Deadline for the Debtors to file schedules to the Stalking Horse Agreement c. June 12, 2019 at 4:00 p.m. - Cure Objection Deadline and deadline to object to assumption and assignment of Contracts to the Stalking Horse Bidder d. June 24, 2019 at 10:00 a.m. - Deadline to submit Bid to be considered for the Auction e. June 24, 2019 at 4:00 p.m. - Deadline to file and serve objections to relief requested at Sale Hearing (except for any objection that arises as to the Auction) f. June 27, 2019 at 10:00 a.m. - Date of Auction to be held at the offices of the Debtors' counsel, Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, DE 19801. g. June 27, 2019 at 4:00 p.m. - Deadline for Debtors to file notice of Successful Bidder, Backup Bidder (if any), and amounts of Successful Bid and Backup Bid (if any) and serve by email or fax the Assumption Notices on any Contract Counterparties who request such notice in writing. If the Auction is not concluded by 4:00 p.m. on June 27, 2019, then Debtors will file and serve the foregoing notices by the earlier of five business hours after the Auction is concluded or 12:00 p.m. (noon) on the calendar day after the Auction is concluded. h. July 1, 2019 at 11:30 a.m. - Date of Sale Hearing i. July 1, 2019 at 11:30 a.m. (at Sale Hearing) - Deadline for any objections relating to the conduct of the Auction, and for Contract Counterparties to object to adequate assurance of future performance by any Successful Bidder other than the Stalking Horse Bidder. The Option Agreement and the Stalking Horse Agreement are approved. The Debtors are authorized to enter into the Option Agreement with the Stalking Horse Bidder. Pursuant to the terms of the Option Agreement, the Debtors are authorized, but not directed, to enter into the Stalking Horse Agreement. The Debtors and their professionals will direct and preside over the Auction and the Auction will be transcribed or videotaped. The Stalking Horse Bidder will be deemed to be a Qualified Bidder and is not required to make any Good Faith Deposit. The Stalking Horse Bidder may credit bid in the full amount of such obligations outstanding as of the date of the Auction on the Assets constituting the Prepetition Secured Lender Collateral in conjunction with the Sale of the Acquired Assets pursuant to the terms of the Stalking Horse Agreement. In the event of a competing Qualified Bid, all Qualified Bidders will be entitled, but not obligated, to submit Overbids. Such Overbids must propose a purchase price equal to or greater than the sum of (i) the value of the Stalking Horse Agreement, as determined by the Debtors in consultation with the Creditors' Committee (which such value calculation will be available to potential bidders upon request); and (ii) $500,000. The procedures set regarding the assumption and assignment of the executory contracts proposed to be assumed by the Debtors are approved. The Assignment Procedures will govern the assumption and assignment of all of the Contracts to be assumed and assigned in connection with the Sale, subject to the payments necessary to cure any defaults arising under any such Contracts. On or prior to May 22, 2019, the Debtors will serve on all non-Debtor counterparties to any Contract that may be assumed by the Debtors and assigned to the Stalking Horse Bidder or other Successful Bidder after the results of the Auction. No later than June 28, 2019 at 12:00 p.m. (ET), the Debtors will file with the Court and serve the Assumption Notice. The Contract Objection Deadline is June 12, 2019 at 4:00 p.m. (ET). The Sale Notice, the Cure and Possible Assumption and Assignment Notice, the Assumption Notice, and the Bid Procedures Notice are approved. On or prior to May 22, 2019, the Debtors (or their agent) will serve the Sale Notice on all Sale Notice Parties. The requirements of Bankruptcy Rules 6004(h) and 6006(d) are waived. The terms and conditions of the Order will be immediately effective and enforceable upon its entry, notwithstanding any provision in the Bankruptcy Rules or the Local Rules to the contrary, and the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under the Order. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Orchids_Paper_179_Order.pdf About Orchids Paper Products Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D.Del., Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions And Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. OREXIGEN THERAPEUTICS: Records Provision Added in Modified Plan --------------------------------------------------------------- Orexigen Therapeutics, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a modified amended plan of liquidation dated May 14, 2019. The modified amended plan adds a provision regarding the Debtor's records. To complete the Debtor's wind-down, avoid the incurrence of unnecessary storage costs and facilitate the consolidation and preservation of any pertinent documents, books and records, each of the Debtor, in consultation with the Creditors' Committee (through the Effective Date) or Wind Down Administrator (after the Effective Date), as applicable, shall be authorized to abandon, destroy and/or dispose of all originals and/or copies of Records pursuant to Bankruptcy Code section 554 without further order of the Bankruptcy Court.; provided, however, notwithstanding anything to the contrary in this Plan: (a) until the entry of a final and non-appealable order of judgment or settlement with respect to all defendants now or hereafter named in the Securities Litigation, Cooley, counsel for the defendants in the Securities Litigation (or such other Person designated from time to time so long as such Person is reasonably acceptable to the lead plaintiff in the Securities Litigation), shall continue to maintain all Potentially Relevant Books and Records in Cooley’s possession, or under their direction or control, as of the Effective Date; (b) on or prior to the Effective Date, the Debtor or Wind Down Administrator shall deliver, or caused to be delivered, to Cooley (or such other Person designated from time to time so long as such Person is reasonably acceptable to the lead plaintiff in the Securities Litigation) electronic files, in a format that can be readily accessed without the need to reconstruct servers from backups (for electronic mailboxes, such format shall be .PST files or their equivalent, and for other electronic files, such format shall be native format, provided that files may be compressed into .ZIP or similar format), containing originals or true copies of all Potentially Relevant Books and Records which the Debtor or Wind Down Administrator, in consultation with Cooley, reasonably believes are not in the possession, or under the direction or control, of Cooley, as of the Effective Date; (c) all books and records now or hereafter in the possession or custody of Cooley or any agent thereof (or such other Person designated pursuant to subparagraphs (a) and (b) above) pursuant to subparagraphs (a) and (b) above shall be deemed, for purposes of discovery in the Securities Litigation, to be in the control (as that term is used in the Federal Rules of Civil Procedure) of the Debtor; provided, however, that if the Debtor, or any individual defendant represented by Cooley in the Securities Litigation as of the date of this Plan, receives a valid request for production of documents or subpoena in connection with the Securities Litigation, the Debtor, subject to whatever defenses it may have thereto under the Federal Rules of Civil Procedure and other applicable law, shall consent (unless the Debtor has been dissolved pursuant to this Plan and the Wind Down Entity has been terminated, in which instance the Debtor shall be deemed to consent) to the production by Cooley of the documents required to be produced in connection with such request or subpoena; and (d) until the Termination Date, the Purchaser (or such other Person designated from time to time so long as such Person is reasonably acceptable to the lead plaintiff in the Securities Litigation) shall maintain Potentially Relevant Books and Records in its possession, or under its direction or control, whether in electronic or paper form, in the same format in which such Potentially Relevant Books and Records existed when transferred to the Purchaser by the Debtor, and make the same available to the parties in the Securities Litigation pursuant to a valid request for production of documents or subpoena in connection with the Securities Litigation, or pursuant to an order of a court of competent jurisdiction or applicable law; provided, however, that nothing shall prejudice any rights of the Purchaser to seek payment, or reimbursement of its internal and external costs and expenses, under applicable law or an order of a court of competent jurisdiction, from the requesting party or any other Person who may be responsible therefore. Notwithstanding anything in the Plan or Confirmation Order, the Purchaser shall not destroy, dispose of, or otherwise render unavailable any Potentially Relevant Books and Records in its possession or under its direction or control, prior to the Termination Date. In addition, from time to time the Wind Down Entity, Wind Down Advisors, or Cooley may, at the sole cost and expense of the requesting Person (which costs and expenses will include the reasonable internal and external costs and expenses of the Purchaser), request copies of the Debtor’s former books and records in the Purchaser's possession, or under its direction or control, whether in electronic or paper form, for purposes of implementing this Plan, the Confirmation Order, the Wind Down Entity Documents, administering the Wind Down Entity, or in connection with the Securities Litigation; the Purchaser shall maintain such books and records until at least May 31, 2020 (other than Potentially Relevant Books and Records which shall be maintained until the Termination Date). Any fees and expenses incurred by the Wind Down Entity in connection with this Section 2.11(d), shall be paid by the Wind Down Entity from the Plan Settlement Litigation Expense Reserve. To the extent the Debtor makes a request on the Purchaser prior to the Effective Date, pursuant to the Transitional Services Agreement between the Debtor and the Purchaser, for copies of its books and records, and such request is not satisfied prior to the Effective Date, the Purchaser shall deliver such books and records to the Wind Down Entity after the Effective Date. As used in this Plan, "Potentially Relevant Books and Records" means the Debtor's books, records, documents, files, electronic data (in whatever format, including native format, and from every source and location, including but not limited to all hard drives, servers, and cloudbased storage located in the United States and overseas), or any tangible object or other item of evidence potentially relevant to the Securities Litigation. A redlined copy of the Modified Amended Plan dated May 14, 2019n is available at https://tinyurl.com/y2979e5r from kccllc.net. About Orexigen Therapeutics Based in La Jolla, California, Orexigen Therapeutics, Inc. -- http://www.orexigen.com/-- is a biopharmaceutical company focused on the treatment of weight loss and obesity. It is a publicly traded company with its shares listed on The NASDAQ Global Select Market under the ticker symbol "OREX". The company has 111 employees in the U.S. Orexigen Therapeutics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 18-10518) on March 12, 2018. In its petition signed by Michael A. Narachi, president and CEO, the Debtor disclosed $265.1 million in assets and $226.4 million in liabilities. Judge Kevin Gross presides over the cases. The Debtor tapped Hogan Lovells US LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel; Ernst & Young LLP as financial advisor; Perella Weinberg Partners as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. PARTY CITY: S&P Affirms 'B+' ICR on Expected Operating Stability ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' rating on N.Y.-based party goods designer, marketer and distributor Party City Holdings Inc. At the same time, S&P affirmed the 'BB-' issue-level rating, with a recovery rating of '2', on the term loan and the 'B-' issue-level rating, with a recovery rating of '6', on the senior notes. The rating affirmation reflects S&P's expectation that the company's new source of helium, rationalization of the store base, and continued merchandising efforts will result in stable and improving operating performance. In addition, Party City has announced a target to reduce leverage by roughly one turn over the next 12 months, which S&P believes demonstrates a more conservative financial policy focused on utilizing excess cash flows for debt repayment. The stable outlook reflects S&P's expectation for flat to slightly positive same-store sales as a result of the letter of agreement with a new source of helium, as well as stable operating profitability over the next 12 months. The rating agency anticipates improvement in credit metrics mostly driven by debt reduction, including debt to EBITDA declining to the mid-4x area by fiscal year-end. "We would lower the rating if we anticipated debt to EBITDA to stay in the low-5x range. This could occur if competition increases or macroeconomic impacts reduce consumer spending meaningfully, resulting in increased promotional activities and reducing margins by roughly 300 bps," S&P said. "We could consider a positive rating action if we expect debt to EBITDA would be sustained below 4x. We would also need to believe that the company's financial policy supports credit metrics and cash flow generation at a higher rating level. In addition, we would expect consistently positive same-store sales and stable or expanding margins," S&P said. PERIWINKLE PARTNERS: Plan Confirmation Hearing Continued to June 12 ------------------------------------------------------------------- The Bankruptcy Court held a hearing on May 21, 2019, to consider confirmation of the completing Chapter 11 plans separately proposed by Periwinkle Partners, LLC, and Regions Bank. The Court ruled at the hearing that all matters relating to confirmation is continued to June 12, 2019, at 1:30 p.m. About Periwinkle Partners Periwinkle Partners LLC, a company based in Sanibel, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-06721) on Aug. 13, 2018. In the petition signed by Charles Phoenix, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The case has been assigned to Judge Caryl E. Delano. Robert N. Bassel, Esq., is the Debtor's bankruptcy counsel. PERIWINKLE PARTNERS: Regions Bank Objects to Disclosure Statement ----------------------------------------------------------------- Regions Bank, an Alabama state chartered bank, as successor in interest to AmSouth Bank, objects to Periwinkle Partners LLC's Amended Combined Disclosure Statement and Plan of Reorganization. Regions complains that the Initial Debtor Plan did not concede the full amount of the Regions Claim, but rather provided for the Debtor to make payments to Regions calculated on the full amount of the judgment entered in the District Court and State Court while the Debtor continues to litigate with Regions, which affords the Debtor the benefit of the automatic stay without the requirement of posting a bond. According to Regions, from a feasibility standpoint, the Initial Debtor Plan did not account for the "moving target" of the Regions Claim as its fees and costs increase during not only this Reorganization, but also the Loan Enforcement Litigation. Regions points out that while the Bankruptcy Court did not directly address the Rent Directive, the Bankruptcy Court identified as problematic to the Initial Debtor Plan the Debtor's "future ability to collect rents, including rents from Rhodes Tucker." Regions further points out that the Debtor fails to describe its short falls in collecting rents from all tenants, and has receivables purportedly outstanding based upon its most recently filed monthly operating report. Regions complains that while the Disclosure Component does include a rambling account of Mr. Phoenix's most recent efforts to oppress the Debtor's largest paying tenant, the Clam Shack, the Disclosure Component fails to address the delinquent status of all leases Regions asserts that despite an extensive section in the plan concerning lease rejection, the Debtor fails to provide detail of any expected lease rejection claims. Regions complains that while the Disclosure Component and the Amended Plan purport to estimate and value the Regions Claim (which is nonsensical given the $2,800,000 valuation that the Debtor contends is applicable to the Strip Center), the Debtor fails to address the resulting deficiency claim of Regions either in amount or treatment. Attorneys for Regions Bank: John A. Anthony, Esq. Stephenie Biernacki Anthony, Esq. Lydia M. Gazda, Esq. Anthony & Partners, LLC 201 N. Franklin Street, Suite 2800 Tampa, FL 33602 Tel: (813) 273-5616 Fax: (813) 221-4113 Email: janthony@anthonyandpartners.com santhony@anthonyandpartners.com lgazda@anthonyandpartners.com About Periwinkle Partners Periwinkle Partners LLC, a company based in Sanibel, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-06721) on Aug. 13, 2018. In the petition signed by Charles Phoenix, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The case has been assigned to Judge Caryl E. Delano. Robert N. Bassel, Esq., is the Debtor's bankruptcy counsel. PHOENIX COLLEGIATE ACADEMY, AZ: S&P Withdraws 'BB' 2012 Bond Rating ------------------------------------------------------------------- S&P Global Ratings withdrew its 'BB' long-term rating on Phoenix Industrial Development Authority, Ariz.'s series 2012 education facility revenue bonds originally issued for Phoenix Collegiate Academy (PCA), now known as ASU Preparatory Academy South Phoenix-PCA at the obligor's request. PRECIPIO INC: CEO Adopts Trading Plan to Purchase Common Stock -------------------------------------------------------------- Ilan Danieli, the chief executive officer of Precipio, Inc., adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended, to purchase shares of the Company's common stock. Under the Plan, a broker will purchase up to $2,500 of shares of the Company's common stock at prevailing market prices on the first day of every third calendar month, commencing June 1, 2019. Transactions under the Plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. The Plan adopted by Mr. Danieli is intended to comply with Rule 10b5-1 of the Exchange Act and the Company's Insider Trading and Anti-Tipping Policy, which permit issuers, officers, directors or employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times. In accordance with Rule 10b5-1, Mr. Danieli will have no discretion over purchases under the Plan. Because the purchases under the Plan are subject to certain market pricing parameters and trading limitations, there is no guarantee as to the exact number of shares that will be purchased under the Plan, or that there will be any purchases pursuant to the Plan. 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 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 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. QUALITY SLEEP: U.S. Trustee Objects to Disclosure Statement ----------------------------------------------------------- The United States Trustee for Region 20 objects to the Amended Disclosure Statement explaining Quality Sleep Solutions's Chapter 11 plan of liquidation. The U.S. Trustee complains that the Disclosure Statement understates administrative expense liabilities, it states in the attached liquidation analysis that administrative expense claims include $12,000 in U.S. Trustee fees, the Debtor is delinquent in payment of its quarterly fees for the fourth quarter 2018 in the amount of $10,258. The U.S. Trustee points out that the Disclosure Statement's discussion of the sale of Debtor's business and the net proceeds payable to the Debtor on the closing is different than as provided in the order approving the sale, entered April 9, 2019. The U.S. Trustee further points out that the Disclosure Statement's liquidation analysis projects $40,000 in legal fees for a Chapter 7 trustee to handle the "adversary proceeding," but it isn't clear which adversary proceeding is referred to. According to the U.S. Trustee, Exhibit F (cash on hand on the effective date of the Plan) is incorrect with respect to the net proceeds from the sale motion. The U.S. Trustee complains that the Plan states a different amount for the estimated distribution to unsecured Class 4 creditors than is stated in the Disclosure Statement, the Disclosure Statement states that the estimated distribution is 11%, for a total of $72,550, the Plan states that the estimated distribution is 21%, for a total of $116,450. The U.S. Trustee points out that the Plan's release of liability for the Debtor, its employees, officers, etc. and its professionals should include an exception not only as to fraud, willful misconduct and bad faith, but should also exclude gross negligence. About Quality Sleep Headquartered in Rio Rancho, New Mexico, Quality Sleep Solutions -- http://www.qualitysleepsolutions.com-- is an independent sleep center network for the treatment of sleep disorders. Its sleep clinics specialize in the treatment of sleep apnea and insomnia. The Company's sleep centers are located in Alamogordo, Hobbs, Las Cruces, Los Alamos, Los Lunas, Rio Rancho, Carlsbad, Ruidoso and Santa Fe. Quality Sleep Solutions filed a voluntary Chapter 11 petition (Bankr. D. N.M. Case No. 18-10785) on March 29, 2018, and is represented by William F. Davis, Esq., in Albuquerque, New Mexico. The case is assigned to Hon. Robert H. Jacobvitz. At the time of filing, the Debtor had total assets of $1.03 million and total liabilities of $1.08 million. The petition was signed by Andrew Melendrez, president. RAYONIER ADVANCED: S&P Alters Outlook to Negative on Weak Earnings ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Rayonier Advanced Materials Inc. (RYAM) to negative from stable and affirmed its 'BB-' long-term issuer credit rating. It also affirmed the 'BB-' issue level rating on RYAM's $550 million senior unsecured notes (current balance $496 million) due in 2024, issued by Rayonier A.M. Products. The '3' recovery rating is unchanged. The outlook revision to negative reflects S&P's expectation that RYAM's EBITDA will be meaningfully lower in 2019 than the rating agency's previous estimates, due largely to materially weaker earnings in the first quarter. The company only produced $20 million of EBITDA in the quarter ended March 31, 2019, versus $86 million in the prior-year period. The large decrease was due to unplanned outages and higher operating costs at its Temiscaming plant ($11 million impact) in Quebec, Canada; higher hardwood costs due to low harvest levels amid extremely wet weather in the U.S. South ($10 million impact); and low cellulose specialties prices and unfavorable mix ($14 million impact). In additional, newsprint and lumber prices remain much lower than in the first quarter of 2019, further reducing year-over-year earnings. S&P expects some of these negative trends to affect second-quarter results, although RYAM expects to post sequential earnings improvement. The negative outlook reflects the risk that leverage measures could be sustained above 5x through the remainder of 2019 and into 2020, leading to a downgrade, if weakness in cellulose specialties pricing and markets, weak lumber and newsprint pricing, and further operational outages or additional costs persist in the second half of 2019, according to the rating agency. "We could lower our ratings on RYAM if year–over-year earnings declines continue through the second half of 2019 with little prospect of improvement, resulting in sustained leverage above 5x. This could occur due to weak cellulose specialties markets, continued low lumber and newsprint prices, or renewed operational outages," S&P said. For this to occur, S&P estimates that adjusted EBITDA margins would have to average about 14% for the full year, compared to 18% in 2018 and 16% in the rating agency's prior forecast. "We could revise the outlook back to stable in the next 12 months if RYAM's EBITDA generation returns to historical levels in the third and fourth quarters of this year, sending leverage toward 4x, more in line with the current rating. This could occur if overall EBITDA margins improve to 17% or higher," S&P said, adding that it could also revise its outlook if the company reduces debt to EBITDA to 4x or below due to debt repayments, potentially funded by proceeds of asset sales. RENNOVA HEALTH: Defers Settlement Payment Date Until May 30 ----------------------------------------------------------- Rennova Health, Inc. and Christopher Diamantis, a director of the Company, have entered into an amendment of the previously-announced settlement agreement with regard to the arbitration proceeding relating to the sale on March 31, 2016 of certain disputed accounts receivable. Under the settlement agreement, the Company and Mr. Diamantis agreed to make a payment of $2,000,000 on or before April 5, 2019 (which was made by Mr. Diamantis) and an additional payment of $7,694,685 plus interest at 10% per annum on or before May 20, 2019. Under the amendment, the second payment date was deferred and the Company and Mr. Diamantis agreed to pay $7,807,549 plus interest at 10% per annum on or before May 30, 2019. The Company is obligated to repay Mr. Diamantis the $2,000,000 he paid on April 5, 2019 and, to the extent Mr. Diamantis makes any of the second payment on behalf of the Company, it will be obligated to repay him that amount as well. In the event the second payment is not timely made, the Company and Mr. Diamantis will be required to pay $9,997,391 plus interest (less any portion of the second payment that is timely made). About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates three rural hospitals in Tennessee and provides diagnostics and supportive software solutions to healthcare providers. Through an ever-expanding group of strategic brands that work in unison to empower customers, the Company is creating the next generation of healthcare. Rennova Health reported a net loss attributable to common shareholders of $108.5 million for the year ended Dec. 31, 2017, compared to a net loss attributable to common shareholders of $32.61 million for the year ended Dec. 31, 2016. As of Sept. 30, 2018, the Company had $19.43 million in total assets, $39.76 million in total liabilities, $5.83 million in redeemable preferred stock I-1, $3.96 million in redeemable preferred stock I-2, and a total stockholders' deficit of $30.13 million. The report from the Company's independent accounting firm Green & Company, CPAs, in Tampa, Florida, the Company's auditor since 2015, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has significant net losses, cash flow deficiencies, negative working capital and accumulated deficit. These conditions raise substantial doubt about the company's ability to continue as a going concern. RICHLAND FARMS: Sale of Equipment for Minimum Sale Price Approved ----------------------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota authorized Richland Farms Partnership and Richland Farms, Inc., to sell their equipment by private sale (or public sale if so noted), provided the sale price is no less than the "Minimum Sale Price" listed. Richland Farms Partnership is authorized to sell the following equipment by private sale (or public sale if so noted): Minimum Sale Price PMSI Debt ------------------ --------- Irrigation Probes $9,600 Irrigation Injection Pumps $2,000 1990 JD 40' Drill $60,000 Elmer Tracks $55,000 $55,000 (CNH Financial) Rock Picker $2,800 12 Row Cultivator $2,000 4010 John Deere Tractor $3,600 Bale Spears $495 40’ Case Draper Head $32,000 International Plow 618 $800 Triggs Wagons (3) $1,920 Wood Mower $960 Van Trailers (3) $4,800 FM Radios $2,000 -------- $180,775 $55,000 Richland Farms, Inc. is authorized to sell the following equipment by either public or private sale: Minimum Sale Price PMSI Debt ------------------ --------- 2013 Doyle Fert. Tender $32,000 7700 Bourgault Air Seeder $2,000 $151,000 (Western Financial) with Tires -------- --------- $192,000 $151,000 Where there is "PMSI Debt" listed, the full amount of the purchase money debt must be paid unless the holder of the purchase money security interest consents to less than the full payout. Depending upon the method of sale of the above listed equipment, either the gross sales price of a private sale or the gross sales price less the auctioneer's commissions and costs will be remitted to pay the purchase money security interest holder and the remaining funds in excess of those paid to the purchase money security interest holder will be paid to Plains Commerce Bank. Following sale of the equipment, the Debtor will file a report of the sale with the Court. About Richland Farms Richland Farms, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-30424) on Feb. 14, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Katherine A. Constantine. Erik A. Ahlgren, Esq., at Ahlgren Law Office, is the Debtor's legal counsel. RIOT BLOCKCHAIN: Signs Sales Agreement with Wainwright ------------------------------------------------------ Riot Blockchain, Inc., entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC on May 24, 2019, pursuant to which the Company may sell shares of its common stock in an at-the-market offering through Wainwright as its sales agent for the term of the Sales Agreement. The Sales Agreement will remain in effect until the expiration of Company's Registration Statement on Form S-3 under which the Shares are to be offered and sold, unless terminated earlier by the Company or Wainwright. The Company has no obligation to sell any of the Shares and may, at any time, suspend offers under the Sales Agreement or terminate the Sales Agreement entirely. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares per the Company's instructions (including any price, time or size limits or other parameters or conditions the Company may impose thereon). The Company will pay Wainwright a placement fee of 3.0% of the gross sales price of any Shares sold under the Sales Agreement by Wainwright as its sales agent. The Company has also provided Wainwright with customary representations and warranties and indemnification rights. The Company has agreed to reimburse Wainwright for clearing agent set up, settlement, execution and financing in connection with the ATM Offering up to $50,000. The Company has also agreed to reimburse Wainwright for its legal fees reasonably incurred in connection with the ATM Offering in an amount not to exceed $50,000 and up to $2,500 per calendar quarter for diligence and legal expenses for the term of the offering. The Shares will be offered and sold under the Registration Statement, which was declared effective by the Securities Exchange Commission on May 8, 2019. On May 24, 2019, the Company filed a prospectus supplement with the SEC relating to the offer by the Company of up to $100,000,000 of Shares through Wainwright as its sales agent in the ATM Offering. About Riot Blockchain Headquartered in , Castle Rock, Colorado, Riot Blockchain -- http://www.RiotBlockchain.com/-- is focused on building, operating, and supporting blockchain technologies. Its primary operations consist of cryptocurrency mining, targeted development of a cryptocurrency exchange, and the identification and support of innovations within the sector. Riot Blockchain reported a net loss of $60.21 million in 2018, following a net loss of $19.97 million in 2017. As of March 31, 2019, Riot Blockchain had $15.44 million in total assets, $24.21 million in total liabilities, and a total stockholders' deficit of $8.76 million. Marcum LLP, in New York, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 2, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing 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. ROCK SPRINGS: Taps Almanza CPA Firm as Accountant ------------------------------------------------- Rock Springs Energy Group, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Almanza CPA Firm, PLLC as its accountant. The firm will assist the Debtor in the preparation of its monthly financial reports and monthly operating reports. The Debtor will pay the firm a flat fee of $1,150 per month. Juan Carlos Almanza, the firm's accountant who will be providing the services, disclosed in court filings that he does not hold nor represent any interest adverse to the Debtor's estate. Almanza can be reached through: Juan Carlos Almanza, CPA Almanza CPA Firm, PLLC 1175 W. Bitters Road, Suite 2203 San Antonio, TX 78216 Phone: (210) 272-9793 Fax: (210) 807-8665 Email: jc@almanzacpafirm.com About Rock Springs Energy Group Rock Springs Energy Group, LLC, operates a crude oil distillation and storage tank facility in Rock Springs, Wyoming. The Company was formed for the purpose of constructing modular technology systems at key locations to convert readily available feeds into high quality and highly marketable products. Its Wyoming Facility project is designed to process up to 5,000 barrels per day of sweet crude oil, condensate and related feeds available in Utah, Wyoming and Colorado. The feeds are to be processed primarily into paint solvents, marine diesel, and paraffinic oils. Rock Springs Energy Group filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52772) on Nov. 28, 2018. In the petition signed by Alberto Schroeder, manager, the Debtor estimated $10 million to $50 million in assets and liabilities. The Hon. Ronald B. King oversees the case. The Debtor is represented by The Vasquez Law Firm and Willis & Wilkins, LLP. RX PLUS: Seeks to Hire Maltz Auctions as Appraiser -------------------------------------------------- RX Plus LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an appraiser. In an application filed in court, the Debtor proposes to employ Maltz Auctions, Inc. to conduct an appraisal of its inventory and pay the firm $2,250 for its services. Maltz Auctions is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Richard B. Maltz Maltz Auctions, Inc. 39 Windsor Place Central Islip, NY 11722 Phone: 516.349.7022 Fax: 516.349.0105 Email: info@MaltzAuctions.com About RX Plus Headquartered in Glendale, New York, RX Plus, LLC, operates as a specialty pharmacy company. Rx Plus is a family owned and was established in 2006. RX Plus, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-40776) on Feb. 7, 2019. The petition was signed by Louise Gatti, member. At the time of filing, the Debtor estimated up to $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Nancy Hershey Lord. The Debtor is represented by Marc A. Pergament, Esq., at Weinberg, Gross & Pergament LLP. SAMSON OIL: Incurs $3.80 Million Net Loss in Third Quarter ---------------------------------------------------------- Samson Oil & Gas Limited filed with the U.S. Securities and Exchange Commission on May 24, 2019, its quarterly report on Form 10-Q reporting a net loss of $3.80 million on $2.47 million of total revenue and other income for the three months ended March 31, 2019, compared to a net loss of $1.96 million on $1.88 million of total revenue and other income for the three months ended March 31, 2018. For the nine months ended March 31, 2019, the Company reported a net loss of $5.15 million on $10.08 million of total revenue and other income compared to a net loss of $5.20 million on $7.35 million of total revenue and other income for the same period during the prior year. As of March 31, 2019, Samson Oil had $33.93 million in total assets, $41.57 million in total liabilities, and a total stocholders' deficit of $7.63 million. Samson Oil said its ability to continue as a going concern is dependent in part on refinancing its $24 million bank debt. The refinancing was completed on April 9, 2019. The Company's compliance with covenants of the new credit facility will depend upon the success and timing of the drilling program and it is possible one quarter waiver delay of the covenant measurement will be requested from the lender. The receipt of such approval is not assured. Due to the Companys' historical net losses and accounts payable balances there is substantial doubt about its ability to continue as a going concern for 12 months after the report date. A full-text copy of the Form 10-Q is available for free at: https://is.gd/WwxsIx About Samson Oil Samson Oil & Gas Limited -- http://www.samsonoilandgas.com/-- is an independent energy company primarily engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties. Its principal business is the exploration and development of oil and natural gas properties in the United States. The Company's registered office is located at Level 16, AMP Building, 140 St Georges Terrace, Perth, Western Australia 6000. Its principal office in the United States is in Denver, Colorado. Samson Oil incurred a net loss of $6.03 million for the year ended June 30, 2018, following a net loss of $2.76 million for the year ended June 30, 2017. As of Dec. 31, 2018, the Company had $34.98 million in total assets, $38.97 million in total liabilities, and a total stockholders' deficit of $3.99 million. Moss Adams LLP, in Denver, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Oct. 15, 2018, on the Company's consolidated financial statements for the year ended June 30, 2018, stating that the Company is in violation of its debt covenants, has suffered recurring losses from operations, and its current liabilities exceed its current assets. These conditions raise substantial doubt about its ability to continue as a going concern. SANABI INVESTMENTS: Creditor Seeks Trustee Appointment ------------------------------------------------------ Arwin Nicolas Zapata, Creditor of Sanabi Investments, L.L.C., asked the U.S. Bankruptcy Court for the Southern District of Florida to appoint a Chapter 11 trustee for the Debtor. Mr. Zapata disclosed that the Debtor's owner, Saady Naim Bijani Fuenmayor was scheduled for a 2004 examination in a Chapter 13 case. However, at the time of the examination, Mr. Zapata found that many of the divergent or contradictory representations were brought to Mr. Fuenmayor's attention. Eventually, Mr. Fuenmayor refused to answer questions and literally got up and left on an alleged emergency which was not verified. One of the problems in the case include the non-inclusion of an explanation of how Mr. Fuenmayor can be in a Chapter 13 when the identified debt to the Debtor, debt to an undersecured creditor and debt to Mr. Zapata surpass $550,000.00. Thus, Mr. Zapata asked the court to appoint a Chapter 11 trustee together with the request for appointment of a General Master to police the continued 2004 examination at Mr. Fuenmayor or Debtor's expense. About Sanabi Investments Sanabi Investments, L.L.C. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-16699) on June 1, 2018. In the petition signed by Saady Bijani, managing member, the Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Chad T. Van Horn, Esq., at the Law Offices of Alla Kachan, P.C., is the Debtor's counsel. SANDRA W RUTHERFORD: $775K Sale of Pikeville Property Approved -------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Sandra W. Rutherford Revocable Trust Agreement's sale of the real property located at 145 Lee Avenue, Pikeville, Kentucky, to Goodwill Industries of Kentucky, Inc. for $775,000, cash. The sale is free and clear of any liens, claims or interests, and all such liens and claims will attach to the proceeds. Pursuant to Rule 6004 of the Federal Rules of Bankruptcy Procedure, the Order will be effective immediately upon entry. The Court further orders that the transfer will be exempt from transfer tax by virtue of the provisions of 11 U.S.C. Section 1146 of the Bankruptcy Code. The Debtor may pay to Putnam County Bank, out of the sale proceeds, $150,000 representing adequate protection payments on collateral subject to Putnam County Bank's lien and such further adequate protection payments as may be set forth in a separate Order. About Sandra W. Rutherford Revocable Trust Sandra W. Rutherford Revocable Trust Agreement Dated May 2, 2005, As A Business Trust is a business trust in Lexington, Kentucky. Sandra W. Rutherford sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 18-30475) on Nov. 14, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Frank W. Volk oversees the case. The Debtor tapped Caldwell & Riffee as its legal counsel. SCHAEFER AMBULANCE: Taps Matthew J. Borror as Special Counsel ------------------------------------------------------------- Schaefer Ambulance Service, Inc., received approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Office of Matthew J. Borror as its special counsel. The Debtor tapped the firm to ensure that the Schaefer Ambulance Service 401(K) Profit Sharing is wound down in a manner compliant with the requirements of Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code (IRC), and is reasonable and fair to all participants. The services to be provided by the firm include researching and analyzing issues and claims, reviewing documents, analyzing potential claims and forfeitures, and ensuring that the Debtor remains in compliance with all audit, reporting and management requirements. Matthew J. Borror willcharge an hourly fee of $400. The firm neither holds nor represents an interest adverse to the Debtor and its estate, according to court filings. The firm can be reached through: Matthew J. Borror, Esq. Law Office of Matthew J. Borror 1205 McBain Avenue Campbell, CA 95008 Email: mborror@mattborror.com About Schaefer Ambulance Service Schaefer Ambulance Services, Inc. -- http://www.schaeferamb.com/-- is an emergency medical services provider specializing in basic life support; paramedic; critical care; neonatal; event standbys; and other specialized medical services. The Company offers ground transport for hospitals, urgent care centers, convalescent homes, physicians, insurance companies, fire departments and private/public events. Schaefer Ambulance was founded by Walter Schaefer in 1932. Schaefer Ambulance Services filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11809) on Feb. 20, 2019. In the petition signed by Leslie Maureen McNeal, treasurer, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Neil W. Bason. The Debtor is represented by Craig G. Margulies, Esq., at Margulies Faith LLP. SCHULTE PROPERTIES: CitiMortgage Objects to Disclosure Statement ---------------------------------------------------------------- CitiMortgage, Inc., a secured creditor, objects to the approval of the Amended Chapter 11 Disclosure Statement and Confirmation of Amended Chapter 11 Plan of Schulte Properties LLC. Citi points out that the Disclosure Statement fails to include an adequate discussion of the Debtors' prior bankruptcy cases and why the former attempts at reorganization failed. Citi further points out that the Disclosure Statement and Plan fail to address the violation of Section 1127 of the Bankruptcy Code, which prohibits a Chapter 11 debtor from modifying the terms of a substantially consummated Plan. Citi complains that while Schulte Properties, LLC, ("SPLLC") suggests the Confirmed Plan from the First Case will continue to bind creditors, the current Plan contains conflicting and confusing statements suggesting otherwise. Citi asserts that the Disclosure Statement fails to contain any discussion of how SPLLC intends to modify a loan in which it lacks privity of contract. According to Citi, the Disclosure Statement contains no information regarding the purpose or nature of SPLLC's business. Citi complains that the Disclosure Statement and Plan fail to address the violation of the absolute priority rule. Citi points out that while SPLLC alleges the value of the Property exceeds the amount of Citi's secured Claim, SPLLC fails to provide for the full amount of Citi's Claim, or the cure of the contractual arrears. Citi further points out while SPLLC states it intends to pursue a claim for damages against Citi, which will further reduce Citi's claim, its is unclear when said action will be filed, what claims SPLLC has against Citi, or the amount of the alleged damages, to allow Citi to ascertain the amount or allowance of its claim in the Plan. Citi objects to any modification of its Claim to the extent the terms of this Plan conflict with the terms of the Confirmed Plan from the Borrowers' First Case. According to Citi, Plan has been substantially consummated and the Debtors are prohibited from modifying the terms by filing a serial Chapter 11 case. Citi points out that SPLLC failed to demonstrate any "extraordinary" or "unforeseen" change in circumstances, which greatly impaired performance under the confirmed Plan to warrant the modification of the Plan through a third bankruptcy filing. Citi further points out that SPLLC has not cited any post-confirmation issues in the present Bankruptcy Case as a justification for the new filing or as a justification for the Borrowers' default under the First Plan. Citi objects to confirmation of the Plan as it violates Section 524(e) as it seeks to discharge the liability of a non-filing party, the Borrowers. According to Citi, as Borrowers defaulted under the terms of the Confirmed Plan from the First Case, the prepetition arrears total $50,926.11 and must be cured upon the Effective Date of the Plan, as the Plan fails to provide for the cure of the arrears, the Plan cannot be confirmed. Attorney for Creditor CitiMortgage, Inc.: Eddie R. Jimenez, Esq. Raymond Jereza, Esq. ALDRIDGE PITE, LLP 520 South 4th St., Suite 360 Las Vegas, Nevada 89101 Telephone: (858) 750-7600 Facsimile: (619) 590-1385 Email: ejimenez@aldridgepite.com rjereza@aldridgepite.com About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SCHULTE PROPERTIES: Plan Outline Fatally Flawed, Rushmore Complains ------------------------------------------------------------------- Rushmore Loan Management Services, LLC opposes Schulte Properties, LLC's disclosure statement and confirmation of its amended chapter 11 plan. Rushmore complains that Schulte Properties' disclosure statement and chapter 11 plan are fatally flawed. For a third time, Melani and William Schulte (or a related entity such as this LLC) have sought bankruptcy relief involving the same creditors and same real property. The court should not permit debtors to attempt to edit the already substantially consummated plan selectively to their financial benefit. Schulte Properties brazenly admits it failed to make the required payments on the loans as required by the prior plan. Its vague allegations regarding difficulties dealing with creditors does not excuse violating the prior plan, and the contractual requirements of the loan. Even assuming that the transfer of the properties into a new LLC allowed a new bankruptcy, the court should still deny the disclosure statement and plan. The disclosure statement is woefully deficient for numerous reasons. An already substantially consummated plan exists and this new plan would improperly modify it. Schulte Properties did not bring this new bankruptcy in good faith. No privity of contract exists between Schulte Properties and Rushmore. The proposed plan does fail to cure the required contractual arrears. The proposed plan violates the absolute priority rule. Schulte Properties asks this court to assist it in increasing the value of its real-estate empire through the improper use of the bankruptcy code. Schulte Properties, LLC admits that the thirty-two residential properties at issue have a scheduled value of $10,003,590, with $5,332,277.25 in pre-claim equity -- generating roughly $2,050 per day in rents. Despite the equity and cash flow -- Schulte has failed to make the necessary payments on the debt -- and has failed to comply with the prior chapter 11 plan. Vague claims about inability to work with certain banks and mortgage servicers provides an insufficient basis to overcome the inescapable conclusion that Schulte is either purposefully not making payments on the debt -- or is running the business horribly. And the new plan fails to explain how it would change this situation. Schulte Properties' fatally flawed -- and transparently veiled -- disclosure statement and confirmation plan should be denied. A copy of Rushmore's Objection is available at https://tinyurl.com/yxweb4xc from Pacermonitor.com at no charge. Attorneys for Rushmore Loan Management Services, LLC: Natalie L. Winslow, ESQ. Nevada Bar No. 12125 William S. Habdas, ESQ. Nevada Bar No. 13138 1635 Village Center Circle, Suite 200 Las Vegas, NV 89134 About Schulte Properties Schulte Properties LLC is the fee simple owner of various real properties located in Las Vegas and Henderson, Nevada. The Company previously sought protection from creditors on May 31, 2017 (Bankr. D. Nev. Case No. 17-12883). Schulte Properties filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 18-12734) on May 10, 2018. In the petition signed by Melani Schulte, managing member, the Debtor estimated $10 million to $50 million in assets and liabilities. The case is assigned to Judge Laurel E. Babero. The Debtor is represented by Matthew L. Johnson, Esq., at Johnson & Gubler P.C., as counsel. SEARS FARM: Court Approves Disclosure Statement, Confirms Plan -------------------------------------------------------------- The Disclosure Statement relating to the Plan filed by Sears Farm, LLC, contains adequate information about the Plan and is approved. The Plan, as amended, is confirmed. The Debtor is directed to file post-confirmation reports with the Clerk of the Bankruptcy Court with a copy served on the Bankruptcy Administrator. The first Post-Confirmation Report shall be due for the period ending June 30, 2019. Within thirty (30) days of substantial consummation of the Plan, the Debtor shall file a final report, in a format prescribed by the Bankruptcy Administrator, reflecting the payments made for all costs of administration and each class of creditor, and a motion for the entry of a Final Decree. Based in Cary, North Carolina, Sears Farm, LLC, which owns various land parcels having a total appraised value of $11.05 million filed a Chapter 11 Petition (Bankr. E.D.N.C. Case No. 18-00986) on March 1, 2018. Hon. Stephani W. Humrickhouse is assigned to the case. The Debtor's counsel is William P. Janvier, Esq., and Kathleen O'Malley, Esq., at Janvier Law Firm, PLLC, in Raleigh, North Carolina. The Debtor's special counsel are Perry R. Safran, Esq., and Eric R. Spence, Esq. At the time of filing, the Debtor had total assets is $21.76 million and total liabilities is $7.75 million. The petition was signed by William W. Sears, member/manager. SIWF HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------ S&P Global Ratings revised its outlook on U.S.-based SIWF Holdings Inc. to stable from negative and affirmed its 'B' issuer credit rating. The company has improved its leverage through EBITDA growth since its leveraged buyout (LBO) in 2018, reducing the risk of a downgrade, according to S&P. In June 2018, AEA Investors and British Columbia Investment Management Corp. (BCI) reached an agreement to acquire Springs through an LBO transaction that increased its total debt to EBITDA to the high-7x area. The company was able reduce its leverage to about 7.5x by the end of 2018 (excluding LBO-related purchase accounting inventory adjustments that were amortized through cost of goods sold [COGS], its leverage would have been just under 7x) by increasing its EBITDA. The increase in Springs' EBITDA was primarily due to price increases and cost-savings initiatives implemented by the new owners. Given its expectation for additional price increases in 2019 and its belief that the company will continue to realize benefits from its cost-savings initiatives for the next few years, S&P anticipates the company's leverage will decline to about 6x in 2019 and the mid-5x area in 2020. These improved credit measures, as well as S&P's expectation for annual free cash flow generation in excess of $30 million, have reduced the risk of a downgrade and led the rating agency to revise its outlook on Springs to stable. Still, the company's leverage remains high, and S&P's rating on Springs continues to incorporate the aggressive financial policy associated with its majority ownership by two private-equity firms, AEA and BCI. S&P's forecast does not incorporate any potential dividend payments to the sponsors, since it expects excess cash flow will be used to fund tuck-in acquisitions, but private equity owners typically keep leverage at portfolio companies high. Leverage could also remain high over the intermediate term because Springs' revenue is vulnerable to changes in the economic cycle. Specifically, Springs' products are discretionary, therefore its sales are susceptible to declines in consumer spending on renovations and remodeling and, to some extent, the housing market. The stable outlook on Springs reflects S&P's expectation that revenue growth and benefits from cost-savings initiatives should enable the company to reduce its leverage to 6x in 2019 and the mid-5x area in 2020. The rating agency also expects the company to generate free cash flow in excess of $30 million in 2019. "We could lower our ratings on Springs if we believe it will sustain leverage of more than 7x or if its EBITDA interest coverage approaches 1.5x. We believe this could occur if the company's planned cost savings do not materialize, if the competition from its larger competitor intensifies, if the volume of renovation and remodeling activity declines due to weakness in the economy or housing market, or if its relationships with its core national retail partners deteriorate," S&P said, adding that leverage could also increase above 7x if the company issues a debt-funded dividend to its financial-sponsor owners. "Although unlikely given its financial-sponsor ownership, we could raise our ratings on Springs if it reduces its leverage below 5x and sustains it at that level after incorporating operating volatility and debt-financed acquisitions or dividends," S&P said. SOUTHERN ILLINOIS FAMILY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------------ The Office of the U.S. Trustee on May 23 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Southern Illinois Family Fun Center, Inc. About Southern Illinois Family Fun Center Southern Illinois Family Fun Center, Inc. owns and operates a bowling alley in Carterville, Illinois with regular bowling, duckpin bowling, arcade, snack bar, and a lounge. Southern Illinois Family Fun Center, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 19-40241) on March 28, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of between $1 million and $10 million. The case has been assigned to Judge Laura K. Grandy. Steven M. Wallace, Esq., at Heplerbroom, LLC, is the Debtor's legal counsel. SOUTHWEST SAFETY: Unsecureds to Receive 5% Dividend Under Plan -------------------------------------------------------------- Southwest Safety Training, Inc. filed with the U.S. Bankruptcy Court for the Western District of Louisiana a combined plan and disclosure statement. SST is a family run business owned by Dayne Huval, 99% and his mother, Glenda Poulan, 1%. The company was started in April of 1996. The company operates a driving school for mostly young drivers. The business also renews drivers' license and registers vehicle with the State of Louisiana. Allowed unsecured claims in Class 4 will share on a pro rata basis distributions totaling $2,500 which will be paid on a quarterly basis beginning the end of the first quarter after confirmation. Quarterly payments will be $125 per quarter beginning at the last month of the quarter following confirmation. This distribution to unsecured creditors will result in a 5% dividend. The Debtor believes there will be enough income in the future to pay claims as per this plan. The Debtor has stayed current on post-petition payments since the filing. Business has picked up. Since the filing the Debtor has filed monthly operating reports. A copy of the Disclosure Statement is available at https://tinyurl.com/yytwch3b from Pacermonitor.com at no charge. About Southwest Safety Training Southwest Safety Training, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-51439) on Nov. 6, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. Judge John W. Kolwe presides over the case. SSH HOLDINGS: S&P Raises ICR to 'B' on Refinancing; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on SSH Holdings Inc. (doing business as Spencer Spirit) to 'B' from 'B-' and assigned its 'B' issuer credit rating on Spencer Spirit IH LLC. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '4' recovery rating to the company's proposed first-lien term loan. The upgrade reflects SSH's somewhat more conservative capital structure pro forma for the proposed refinancing and its expanding track record of good execution at each of its divisions, according to S&P. "Following the refinancing, we expect the company's adjusted leverage to remain below 5x, which will provide it with some cushion to absorb potential volatility associated with the heavily seasonal profit concentration at its Spirit stores and the risks arising from the mall-based focus of its Spencer's business," S&P said. "SSH has demonstrated an ability to uniquely merchandise its stores in often niche categories, which consequently has allowed it to maintain EBITDA margin of 10% or higher over the past several years. Nonetheless, we believe both of the company's segments will face significant competition and be subject to execution risks, which could materially affect its profitability in any given year," S&P said. The stable outlook on SSH incorporates S&P's expectation that the company's EBITDA margins will remain volatile as it generates modestly positive free operating cash flow (FOCF) over the next year. S&P's forecast assumes that the company's leverage will approach 5x during its current fiscal year as its performance wanes due to the non-optimal timing of Halloween. The rating agency expects SSH's leverage and profitability to improve the following year as it benefits from increased sales at Spirit because Halloween will fall on a Saturday. "We could lower our rating on SSH if its profitability deteriorates, leading us to believe that it will sustain adjusted leverage of more than 6x," S&P said. This could occur if Spencer's new product lines fail to resonate with customers while changing consumer preferences lead to lower average sales at Spirit, causing the company's EBITDA margin to shrink by 350 bps or more, according to the rating agency. "We could raise our rating on SSH if we believe it will sustain adjusted leverage of less than 4x. This could occur, for example, if its EBITDA margin expands by 200 bps while it reduces its leverage by prepaying its first-lien debt," S&P said. "Alternatively, we could raise our rating if the company expands its business lines and EBITDA base while improving its profitability and reducing its volatility. For this to occur, we expect that SSH would need to diversify its business such that it does not rely heavily on any individual holiday season," S&P said. STAND-UP MULTI-POSITIONAL: Unsecureds to Get 10% Under Plan ----------------------------------------------------------- Stand Up Mid-America MRI, P.A., and Stand Up Multi-Positional Advantage MRI, P.A., filed a Chapter 11 plan and accompanying disclosure statement. Class 3 - Unsecured Claims (Stand Up Mid-America MRI, P.A. and Stand Up Multi-Positional Advantage, MRI, P.A.) are impaired. The non-insider, undisputed unsecured claims of the Debtor total approximately $105,000, including the Unsecured Claims held by the Class 2. The Debtor's Plan is to pay the non-insider, unsecured claims in Class 3 a total amount of 10% of each Class 3 creditors' claim allowed by the Court. The Debtor will pay 5% payable on or before December 31, 2019, and 5% payable on or before December 31, 2020. The balance of the unsecured claims will be discharged. The Debtor intends to make payments required under the Plan from future operations and income derived from the operation of the Debtor's business. A full-text copy of the Disclosure Statement dated May 13, 2019, is available at https://tinyurl.com/yytpvare from PacerMonitor.com at no charge. About Stand-Up Stand-Up Multi-Positional Advantage MRI, P.A. (SUMA MRI) -- https://www.sumamri.com/ -- specializes in open MRI where patients can be standing, leaning, bending and even laying down; not to mention several other positions as well. SUMA MRI is an accredited facility by the American College of Radiology. SUMA MRI (Bankr. D. Minn. Case No. 18-32239) and its affiliate Stand Up Mid-America MRI, P.A. (Bankr. D. Minn. Case No. 18-42286) filed voluntary Chapter 11 petitions on July 16, 2018. The cases are jointly administered under Case No. 18-42286. John D. Lamey, III, Esq., at Lamey Law Firm, P.A., in Oakdale, Minnesota, serves as the Debtors' counsel. The Debtors hired Foster Brever Wehrly, PLLC, and Thomas E. Brever as special litigation counsel for the purpose of litigation of tax amounts due, or not due, to the Minnesota Department of Revenue, and pursuing any tax refund claims. STRUSS FARMS: Court Approves Disclosure Statement ------------------------------------------------- The Bankruptcy Court has approved as containing adequate information the Amended Disclosure Statement of Struss Farms LLC. An evidentiary hearing to consider confirmation of the Amended Chapter 11 Plan will be held by the Court at the United States Courthouse, 401 North Market, Room 150, Wichita Kansas on July 29 and 30, 2019 beginning at 9:00 am each day. Objections to the Amended Chapter 11 Plan shall be filed and served on or before June 17, 2019. June 17, 2019 is fixed as the last day for receipt and acceptances or rejections of the Amended Chapter 11 Plan. About Struss Farms Struss Farms LLC, a corn producer in Wakeeney, Kansas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 18-10770) on April 26, 2018. In the petition signed by Kevin W. Struss, member/manager, the Debtor disclosed $9.57 million in total assets and $8.78 million total debt. The Hon. Dale L. Somers oversees the case. The Debtor is represented by Dan W. Forker, Jr., Esq., at Forker Suter LLC. SUPER HERO KIDS: Seeks to Hire Mastrodomenico as Accountant ----------------------------------------------------------- Super Hero Kids Home Health LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Mastrodomenico & Buxie, CPAs, P.C. as its accountant. The services to be provided by the firm include accounting advice related to the formulation and implementation of the Debtor's plan of reorganization, and the preparation of its monthly operating reports and tax returns. The firm's hourly rates are: John Buxie $250 Les Thomsen $125 Mastrodomenico has agreed to a retainer fee in the amount of $10,000. Mastrodomenico does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: John Buxie Mastrodomenico & Buxie, CPAs, P.C. 12915 Jones Maltsberger, Suite 101 San Antonio TX, 78247 Phone: +1.210-499-0913 E-mail: jbuxie@mastrobuxiecpa.com About Super Hero Kids Home Health Established in 2004, Super Hero Kids Home Health -- https://www.superherokidshh.com/ -- is a pediatric home health agency offering skilled private duty nursing, speech, physical, and occupational therapies. Based in the Rio Grande Valley, Super Hero serves all of Central and South Texas. Super Hero Kids Home Health filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-50861) on April 11, 2019. In the petition signed by William M. Revill, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Craig A. Gargotta. Martin Warren Seidler, Esq., at the Law Offices of Martin Seidler, is the Debtor's counsel. TAILWIND SMITH: S&P Affirms 'B' Rating on First-Lien Term Loan -------------------------------------------------------------- S&P Global Ratings revised its recovery rating on Tailwind Smith Cooper Holding Corp.'s first-lien term loan to '4' from '3' and affirmed its 'B' issue-level rating. 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 revised its recovery rating on the first-lien term loan after the company confirmed that it had upsized the loan by $50 million to $740 million from $690 million. Additionally, Tailwind Smith Cooper reduced the size of its second-lien term loan by the same amount to $100 million from $150 million. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a payment default occurring in 2022 due to sharp revenue and margin declines arising from the combination of an economic contraction, increasing price competition, and operational inefficiencies. Its recovery analysis assumes that the credit facility would be 85% drawn prior to a default. -- S&P believes lenders will aim to maximize Tailwind's value and thus pursue a reorganization rather than a liquidation in a default scenario. Therefore, S&P values the company on a going-concern basis and apply a 5.0x multiple to its projected emergence EBITDA. The 5.0x multiple reflects the relative scale and scope of the company's operations in the niche pipe-fitting market. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $89.9 million -- EBITDA multiple: 5.0x -- Jurisdiction: U.S. -- LIBOR at 2.5% in S&P's assumed default year Simplified waterfall -- Gross enterprise value: $449.3 million -- Net enterprise value (after 5% administrative costs): $426.9 million -- Valuation split (obligors/nonobligors): Approximately 96%/4% -- Collateral value available to secured creditors: $364.6 million -- Secured first-lien debt: $741.4 million -- Recovery expectations: 30%-50% (rounded estimate: 45%) -- Secured second-lien debt: $105.4 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Ratings List Tailwind Smith Cooper Holding Corporation Issuer Credit Rating B/Stable/-- Ratings Affirmed; Recovery Rating Revised To From Tailwind Smith Cooper Intermediate Corporation Senior Secured B B Recovery Rating 4(45%) 3(50%) TECHNICAL COMMUNICATIONS: Gets Noncompliance Notice from Nasdaq --------------------------------------------------------------- Technical Communications Corporation announced that on May 20, 2019, the Nasdaq Listing Qualifications department of the Nasdaq Stock Market notified the Company that it was not in compliance with Listing Rule 5250(c)(1) due to the company's failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 as well as its continued failure to file its Annual Report on Form 10-K for the fiscal year ended Sept. 29, 2018 and Quarterly Report on Form 10-Q for the quarter ended Dec. 29, 2018. Nasdaq Listing Rule 5250(c)(1) requires companies with securities listed on Nasdaq to timely file all required periodic reports with the U.S. Securities and Exchange Commission. The Company said completion of its annual and quarterly reports has been impacted by its review of its revenue recognition policy, which revealed errors in the Company's recognition of revenue for certain contracts resulting from a misinterpretation of accounting standards related to revenue recognition. TCC also expects to file restatements of the financial statements included in certain previously-filed periodic reports. Nasdaq also notified TCC that it had accepted the Company's modified plan to regain compliance with such rule, which permits the continued listing of the Company's common stock on the Nasdaq Capital Market. Nasdaq granted the Company an extension until no later than July 15, 2019 to file its Annual Report on Form 10-K for the fiscal year ended Sept. 29, 2018 together with its Quarterly Reports on Form 10-Q for the quarters ended Dec. 29, 2018 and March 31, 2019, and any restatements to previously-filed periodic reports of the Company impacted by the company's review of its revenue recognition policy. Nasdaq had previously granted an extension for the filing of the Company's Form 10-K for its 2018 fiscal year and Form 10-Q for the first quarter of fiscal 2019 until May 10, 2019. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com/-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks. Technical Communications reported a net loss of $1.43 million for the year ended Sept. 30, 2017, compared to a net loss of $2.47 million for the year ended Oct. 1, 2016. As of June 30, 2018, the Company had $3.84 million in total assets, $481,543 in total current liabilities and $3.36 million in total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Mass., issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raise substantial doubt about its ability to continue as a going concern. TORTOISE PARENT: S&P Alters Outlook to Negative, Affirms BB- ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Tortoise Parent Holdco LLC to negative from stable. At the same time, S&P affirmed its 'BB-' issuer credit rating on the company. S&P also affirmed its 'BB-' ratings on Tortoise's secured first-lien term loan and secured revolving facility. The recovery rating on the company's debt is unchanged at '4', indicating its expectation for average (approximately 45%) recovery. The rating agency's view of Tortoise's business position balances the company's niche aspect in quasi-nontraditional assets, mostly in master limited partnerships (MLPs) and a decent amount of locked-up capital in closed-end funds, with its small size. Tortoise is among the smallest companies that S&P rates. S&P's industry outlook remains negative, in part because of a general trend toward passive investing, concentration of assets in large asset managers, declining fees, and limited market appreciation, which had buoyed assets under management (AUM) for the past decade. In S&P's view, the environment is becoming increasingly challenging for Tortoise, as one of the smallest managers that it rates. Moreover, from a financial perspective, 2018 results were worse than expectations, largely driven by the broad market sell-off in December, which were followed by elevated expenses in the first quarter of 2019. The launch of a closed-end fund, Tortoise Essential Assets Income Term Fund (TEAF), caused a substantial decline in EBITDA. TEAF's launch carried with it approximately $11 million in additional expenses, which lowered first-quarter 2019 EBITDA to around $1 million. On a trailing-12-month basis, S&P calculates that EBITDA was around $50 million, resulting in a substantial increase in leverage, closer to its 5.0 debt-to-EBITDA threshold for downgrade consideration. "Despite the fund launch costs being a one-time event, we do consider the costs to be operating, and consequently we do not add them back to EBITDA," S&P said. S&P recognizes that future revenues will fall directly to EBITDA (i.e. there will be no corresponding expense to future fund revenues), and estimates that TEAF will generate approximately $3.8 million in annual revenue after the expense waiver expires. S&P's projections put Tortoise close to the 5.0x threshold. Its forecast includes a decrease to more normal expenses and assumes stable AUM (no material market declines or net outflows). As such, S&P considers the cushion around 5.0x is extremely thin, and, if its expectations aren't met, Tortoise could breach the 5.0x threshold. "The negative outlook reflects our expectation that the company will operate with leverage below 5.0x and that it will remain as one of the smaller players within the industry. We expect AUM to remain stable over the next 12 months," S&P said. Upside scenario A return to a stable outlook is unlikely over the next 12 months, according to S&P. Over the long term, S&P could revise the outlook to stable if the company's AUM becomes more diversified or the company continues to add lock-up capital. S&P would also expect the company to operate well below 5.0x debt to EBITDA. Downside scenario S&P believes that there are multiple focal points for rating pressure, in the form of Tortoise's business position and through higher leverage. S&P said it could lower the rating if the company breaches the 5.0x leverage threshold, as measured by debt to EBITDA. It could also lower the rating if it sees deterioration in the company's business position. TREEHOUSE FOODS: S&P Alters Outlook to Negative, Affirms BB- ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on U.S.-based TreeHouse Foods Inc., affirmed all issue-level ratings, and forecast that in 2019 the company will generate around $200 million of free operating cash flow (FOCF), using most of it for debt repayment. The rating agency revised the outlook to negative to reflect the company's high restructuring costs, falling revenues, tight covenant cushion, and deteriorating credit metrics. The negative outlook reflects the company's continued underperformance and high restructuring costs, which will result in weak financial metrics throughout 2019. Treehouse plans to spend another $120 million in cash restructuring costs in 2019, after spending $186 million to do so in 2018. While the lesser amount will help cash flow this year, it is still more than what S&P had expected. The cash outlays in 2019 will also decrease covenant cushion less than 15% on the company's maximum leverage covenant as it steps down in the second and fourth quarters of 2019. This is after the company loosened the covenant thresholds last June to account for increased spending last year. The 2016 acquisition of Conagra Brands Inc.'s underperforming private brands business led to the creation of Treehouse 2020, the company's large restructuring program. The program aims to rationalize SKUs (stock keeping units), close plants, and reduce costs to gain 300 basis points (bps) of margin by 2020, assuming Treehouse can reverse its current volume declines. The negative outlook reflects the risk for continued depressed financial metrics in 2019 and into 2020 as the company spends heavily on restructuring. However, S&P still expects FOCF of at least $200 million to support debt repayment in 2019. S&P expects the company to prioritize debt repayment through 2019 and to end share repurchases until it achieves its financial targets. "We could consider a downgrade if the company's operating performance deteriorates and it is unable to realize the benefits of its restructuring initiatives, resulting in debt leverage exceeding 5x in 2020. We estimate this could occur if Treehouse continues to face revenue declines outside of its planned SKU rationalization program and continues to spend heavily on restructuring," S&P said. "While unlikely during the next 12 months, we could consider an upgrade if the company can improve its profitability, forgoes sizable share repurchases or acquisitions, and applies excess cash flow to debt reduction, resulting in sustained leverage of less than 4x. We could also revise the outlook to stable if the company makes progress towards reducing leverage to 4x-4.5x," S&P said. TRIPLE POINT: S&P Removes 'CCC' ICR from CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings removed its 'CCC' issuer credit rating on Triple Point Group Holdings Inc. from CreditWatch with positive implications, where it was placed May 2, 2019, and revised the outlook to negative. S&P also affirmed all other ratings on the company. "Our 'CCC' issuer credit rating reflects Triple Point's weak liquidity caused by declining revenue from customer attrition in its maintenance segment without enough subscription revenue growth to offset it, as well as a depressed EBITDA margin. Triple Point has not generated consistent positive free cash flow during the past two fiscal years, pressuring its liquidity position and heightening the default risk," S&P said. The negative outlook reflects S&P's expectation that absent external liquidity support, uncertainty over revenue stabilization and working capital seasonality will result in liquidity concerns and increase default risk over the coming year. "We could lower the rating over the next 12 months if we expect sustained weak revenue performance and negative free cash flow will result in insufficient liquidity to service its debt obligations, potentially leading to another distressed exchange, or if Triple Point engages in a debt restructuring plan," S&P said. "We could raise the rating over the next 12 months if Triple Point mitigates client attrition, stabilizes revenue, maintains positive free cash flow such that we view liquidity as sufficient to service its debt obligations, and obtains a more sustainable longer-term capital structure," S&P said. U & J CAFE: Court Approves Disclosure Statement, Confirms Plan -------------------------------------------------------------- The Bankruptcy Court has issued an order finally approving U & J Cafe, LLC's second disclosure statement and confirming the Debtor's second plan of reorganization, as modified. About U & J Cafe Based in Tampa, Florida, U & J Cafe, LLC, d/b/a Mortar & Pestle, d/b/a Mortar & Pestle Cafe, a restaurant operator, filed a voluntary Chapter 11 Petition (Bankr. M.D. Fla. Case No. 18-04940) on June 14, 2018. It is an affiliate of U & J Realty, LLC, which sought bankruptcy protection on June 1, 2018 (Bankr. M.D. Fla. Case No. 18-04591). In the petition signed by Ujwal Patel, manager, the Debtor disclosed total assets of $119,910 and total liabilities of $2.06 million as of the bankruptcy filing. The Debtor is represented by Buddy D Ford, Esq., at Buddy D. Ford, P.A., in Tampa, Florida. VERNON PARK: Unsecureds' Recovery Reduced to 20% Under New Plan --------------------------------------------------------------- Vernon Park Church of God filed a second amended disclosure statement referring to its modified plan of reorganization dated May 14, 2019. The Debtor is proposing a Plan that provides for the sale of its Church Property and Church Building which are located at 1975 E. Joe Orr Road in Lynwood, Illinois. The sale of the Church Property to a Private Buyer must be for at least $2,900,000 instead of the $2,500,000 proposed in the previous plan. The sale proceeds will be used to pay the Debtor's secured creditors. The Debtor is now proposing a six-year repayment plan to its Unsecured Creditors. Class Three consists of unsecured claims. Debtor estimates that, after claim objections are filed by the Debtor, there will be nine unsecured claims with an allowed amount of $1,153,163.50. Class Three creditors will receive 20% of the allowed amount of their claims, approximately $230,000.00 in nine Quarterly Disbursements of $25,500 each. Class Three may also include the Allowed Unsecured Claims of Class One and Class Two for a deficiency after the sale of the Church Property. If that occurs, and the amount of the Class Three claims increase to more than $3,500,000, Class Three creditors will receive twenty percent of the allowed amount of their claims, approximately $705,000, in 27 quarterly payments of $25,500. The previous plan proposed to pay unsecured claimants 25% of their allowed claims. A copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/y6dspnhp from Pacermonitor.com at no charge. About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. In the petition signed by Jerald January Sr., pastor, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Karen J Porter, Esq., at Porter Law Network. VERTIV GROUP: S&P Rates $120MM Sr. Secured Second-Lien Notes 'B-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '5' recovery rating to Vertiv Group Corp.'s $120 million senior secured second-lien notes due 2024. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 15%) recovery for lenders in the event of a payment default. The rating agency expects the transaction to be leverage neutral because the company plans to use the proceeds from the proposed debt to repay borrowings under its unrated $455 million asset-based lending (ABL) revolver. S&P's 'B' issue-level rating and '3' recovery rating on Vertiv's senior secured first-lien term loan due November 2023 remain unchanged. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. S&P's 'B-' issue-level rating and '5' recovery rating on the company's $750 million senior unsecured notes due October 2024 also remain unchanged. The '5' recovery rating indicates the rating agency's expectation for modest (10%-30%; rounded estimate: 15%) recovery for lenders in the event of a payment default. In addition, S&P's 'CCC+' issue-level rating and '6' recovery rating on holding company Vertiv Intermediate Holding Corp.'s $500 million payment-in-kind (PIK) toggle notes due February 2022 remain unchanged. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. All of S&P's other ratings on Vertiv Group Corp. also remain unchanged. The negative outlook reflects the company's high debt leverage and the still in-progress status of its various operational initiatives to foster growth and profitability. These include investments in its sales channel and digital infrastructure. "If the company's adjusted debt-to-EBITDA ratio remains above 7x with unclear prospects for improvement, we could lower our issuer credit rating on the company. This could occur if the expected operational improvements are delayed or not fully realized, if the cost environment remains challenging or worsens, or if the company experiences unfavorable shifts in its product mix or market share," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P's simulated default scenario contemplates a default occurring in 2022 due to a deep global recession that sharply reduces the company's sales volume. The rating agency assumes pricing pressures exacerbate the distress and cause cash shortfalls that lead to a default. Simulated default assumptions -- S&P value the group as a going concern given its good reputation and strong customer relationships. -- Year of default: 2022 -- Jurisdiction: U.S. -- Valuation split (obligors/nonobligors): 50%/50% Simplified waterfall -- Emergence EBITDA: $350 million -- Multiple: 5.5x -- Gross recovery value: $1.89 billion -- Net enterprise value (after 5% administrative costs): $1.80 billion -- ABL priority claims: $248 million* -- Net recovery value available to first-lien debt claims: $1.24 billion -- Secured first-lien debt claims: $2.11 billion* -- Recovery expectations: 50%-70% (rounded estimate: 65%) -- Net recovery value available to second-lien debt claims: $22.2 million -- Secured second-lien debt claims: $126 million* -- Recovery expectations: 10%-30% (rounded estimate: 15%) -- Net recovery value available to senior unsecured creditors: $315 million -- Senior unsecured debt claims: $1.79 billion* -- Recovery expectations: 10%-30% (rounded estimate: 15%) -- Remaining value for senior unsecured PIK note creditors: $0 million -- Senior unsecured PIK note: $500 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) *Debt amounts assume six months of prepetition interest outstanding at default. Note: Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P assumes usage of 60% on the company's ABL facility (unrated) at default. Calculation of emergence EBITDA -- Default EBITDA proxy (interest+amort.+min. capex): $328 million ($263 million+$23 million+$42 million) -- Emergence EBITDA (default EBITDA proxy+cycl. adj.+ op. adj.): $344 million ($328 million+$16 million+$0 million) Ratings List Vertiv Group Corp. Issuer Credit Rating B/Negative/-- New Rating Vertiv Group Corp. Senior Secured US$120 mil 10.00% 2nd lien nts due B- 05/15/2024 Recovery Rating 5(15%) VG LIQUIDATION: Amended Plan Discloses Global Settlement Agreement ------------------------------------------------------------------ VG Liquidation, Inc., f/k/a Videology, Inc., Collider Media, Inc., VG MT Liquidation LLC, f/k/a Videology Media Technologies, LLC, LucidMedia Networks, Inc., and VG Liquidation Ltd., f/k/a Videology Ltd., filed an amended disclosure statement for their amended joint chapter 11 plan of liquidation dated May 14, 2019. The amended plan discloses that prior to the hearing on May 15, 2019, the Mediation Parties, including CRG Financial, LLC, reached the terms of a global settlement agreement. The Mediation Parties, including CRG, signed an Amended Plan Term Sheet Term Sheet that memorialized the key terms thereof. The terms of the Plan Settlement are: -- Available Cash Allocation. The Available Cash will be distributed to the Plan Debtors in accordance with the Available Cash Allocation. -- Chapter 11 Expenses Allocation. The fees and expenses of Retained Professionals approved by the Court through the Effective Date will be allocated to the Plan Debtors in accordance with the Chapter 11 Expenses Allocation. -- Intercompany Claims. The Prepetition Intercompany Claims shall be Allowed as General Unsecured Claims against Inc. and VMT, as applicable. The Postpetition Intercompany Claims will be Allowed as Administrative Expense Claims against Inc. and VMT, as applicable. No further intercompany claims between Debtors shall be Allowed; provided, however, that nothing in this Plan shall affect the intercompany claims between any Debtor and Non-Debtor Subsidiary. -- GroupM Claims. The GroupM Claims will be Allowed as General Unsecured Claims against Ltd. GroupM hereby releases all other claims against the Plan Debtors, including its scheduled claim against Inc. The Plan Debtors will release all Avoidance Actions against GroupM. -- Sky UK Limited Claims. The Sky UK Limited Claims shall be Allowed as General Unsecured Claims against Ltd. The Plan Debtors shall release all Avoidance Actions against Sky UK Limited, including, for the avoidance of doubt, any Avoidance Actions relating to payments made to "Sky Ad Smart" listed in Ltd.'s amended statement of financial affairs. -- Noteholder Claims. The Noteholders will receive the Noteholder Payments on the Effective Date, in full satisfaction of any Claims and obligations that may be due and owing under the Notes. Accordingly, notwithstanding anything in this Plan to the contrary, the Noteholders will not become Beneficiaries under the Trust Agreement and shall not be entitled to any separate distribution on account of their claims by the Liquidating Trustee, as their claims will be satisfied on the Effective Date. The Plan Debtors shall release all Causes of Action against the Noteholders. -- CRG Claims, Purchase and Distribution. The CRG Claims will be allowed. On the Effective Date, the Purchasing Noteholders will purchase from CRG, from proceeds of their respective distributions from the Noteholder Payments, the CRG Claims for the CRG Claims Purchase Price. On the Effective Date, Inc. will pay CRG the CRG Claims Purchase Price on behalf of the Purchasing Noteholders. The CRG Claim Purchase Price shall be paid Pro Rata by the Purchasing Noteholders, based on the face amount of their respective Note Claims. On the Effective Date, the Plan Debtors shall distribute to the Purchasing Noteholders their Pro Rata portion of the CRG Claims Distribution Amount, based on the amount of the CRG Claims Purchase Price paid by each Purchasing Noteholder. -- The D&O Settlement. The parties to the Plan Settlement agreed to the principal terms of the D&O Settlement. -- Wind-Down Account. The Wind-Down Account will be funded by Inc. on the Effective Date. A copy of the Amended Disclosure Statement dated May 14, 2019 is available at https://tinyurl.com/y596aog3 from omnimgt.com. A copy of the Amended Plan is available at https://tinyurl.com/y26hnot4 from omnimgt.com. About Videology Inc. Videology, Inc., headquartered in Baltimore, Maryland, is a privately-held, venture-backed company specializing in television and video advertising. It was founded in 2007 by Scott Ferber. Videology and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May 10, 2018. In the petitions signed by CEO Scott A. Ferber, the Debtors estimated assets of $10 million to $50 million and liabilities of $100 million to $500 million. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan Lovells US LLP and Hogan Lovells International LLP as special corporate counsel; and Berkeley Research Group as financial advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on May 17, 2018. The Committee tapped Cooley LLP as its lead counsel; Whiteford, Taylor & Preston LLC as its Delaware counsel; and Gavin/Solmonese LLC as its financial advisor. VICTORIA COMPANY: 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 The Victoria Company of America, according to court dockets. About The Victoria Company of America The Victoria Company of America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01238) on April 3, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Jerry A. Funk. Scott W. Spradley, Esq., at the Law Offices of Scott W. Spradley PA, is the Debtor's legal counsel. VISTA OUTDOOR: S&P Alters Outlook to Negative, Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on U.S.-based Vista Outdoor Inc., including the 'B+' issuer credit rating and 'B+' issue-level rating on the company's senior unsecured notes. The rating agency revised its outlook to negative from developing. The outlook revision to negative reflects the elevated leverage above 6x at year-end March 30, 2019, from weaker-than-expected performance and S&P's revised expectation that any proposed asset sales will no longer be deleveraging due to changes in timing and lower than previously expected proceeds. S&P believes the company will be challenged to improve operating performance during fiscal 2020 amid a tough external environment, but could still deleverage to below 5x by the end of fiscal 2020 through cost-reduction initiatives including lower business transformation costs and lower input costs from favorable commodity prices, as well as some modest stabilization in core categories. "The negative outlook reflects the likelihood that we could lower our rating on Vista over the next 12 months if the company cannot reduce leverage to below 5x. We believe this could occur if its margins remain at about the current levels because of higher-than-expected commodity costs, further degradation in the company's shooting sports segment, unforeseen customer bankruptcies, or incremental restructuring costs," S&P said. S&P anticipates the company will have to strengthen adjusted EBITDA margins by at least 150 bps to reduce leverage below 5x. "We could lower the ratings if we believe the company cannot strengthen its profitability during the back half of fiscal 2020 and leverage remains greater than 5.0x," S&P said, adding that this could occur if the topline declines more than the rating agency's base case from further degradation of the shooting sports segment or if the company cannot strengthen its margins through lower input and transformation costs. "We could revise the outlook to stable if the company reduces leverage to below 5x on a sustained basis. This could happen if the company is successful with its cost-reduction initiatives and stabilizes its ammunition and action sports businesses, while applying discretionary cash flow toward debt repayment," S&P said. "We could also revise the outlook to stable if the company successfully divests the remaining two businesses and receives proceeds that would allow it reduce leverage below 5x over the next 12 months." W RESOURCES: $118K Sale of Immovable East Rouge Property Approved ----------------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana authorized W Resources, LLC's sale of a 7.89-acre tract of immovable property located in East Baton Rouge Parish to Anthony Sauro for $118,350. The sale is free and clear of any liens, claims, interests or other encumbrances, with all liens, claims, interests or other encumbrances referred and attaching the proceeds of the Purchased Property. The Debtor is further authorized to transfer all mineral rights including any mineral royalties or other payments associated with the Purchased Property to ConocoPhillips Co., a Delaware corporation, in exchange for execution by ConocoPhillips of a waiver of the surface rights on the Purchased Property in favor of the Purchaser, as set forth in one or more agreements with terms and conditions commercially acceptable to the Debtor and ConocoPhillips. Furthermore, the Debtor is authorized to execute the Exchange Agreements and the Mineral Rights Transfer. From the sale proceeds on the Purchased Property, the ordinary and reasonable closing costs, including without limitation, any unpaid property taxes and a prorated portion of 2018 property taxes will be paid. Following the sale of the Purchased Property and the Mineral Rights Transfer as set forth in the Order, the Recorder of Mortgages, Conveyances and the Clerk of Court of East Baton Rouge Parish and any other public officer or office, is authorized and directed to cancel and erase from the records of his parish each of the mortgages, liens, privileges and other items listed of record, including the following: (i) judgment in favor of Callais in the amount of $3.84 million plus interest and costs, recorded April 20, 2018 in the East Baton Rouge Parish Mortgage records at Original 435, Bundle 12885; and (ii) tax Lien in the amount of $36,188 recorded by the Internal Revenue Service on June 4, 2018 in the East Baton Rouge Parish Mortgage records at Original 661, Bundle 12892. The Order will be immediately effective and executory upon entry on the docket of the record of the case, and the 14-day stay provided by Fed. R. Bankr. P. 6004(h) is abrogated and waived to allow the Debtor and the Purchaser immediately to effectuate the closing and transfers contemplated by and within the Sale Motion and the Order. The closing of the sale and the Exchange Agreements will be concluded with the Successful Bidder and ConocoPhillips, respectively, by the Closing Date as provided in the Stalking Horse Agreement. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/W_Resources_450_Order.pdf About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. W RESOURCES: Modifies Treatment of Midway's Secured Claim --------------------------------------------------------- W Resources, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Louisiana a third amended chapter 11 plan of liquidation as immaterially modified as of May 14, 2019. This latest filing modifies the treatment of Midway Investments, LLC's secured claim in Class 4. Midway's secured claim will be fixed and allowed in the amount of $28,532.50 as of May 7, 2019 and will bear interest at the rate of 8.25% per annum until paid in full ($4.27 per diem), plus Midway will be entitled to attorneys' fees of $7,915.01. The Debtor, on behalf of itself and the Liquidating Trust and the Affiliated Claims Administrator, releases, discharges and forever acquits any claim, Avoidance Claim or Cause of Action it has against Midway relating to three payments received by Midway: (i) $111,904.76 received on or about April 4, 2018; (ii) 111,904.76 received on or about July 18, 2019, and (iii) $114,285 received on or about Oct. 4, 2018. A redlined copy of the Third Amended Plan as Immaterially Modified dated May 14, 2019 is available at https://tinyurl.com/yymt6ykq from Pacermonitor.com at no charge. About W Resources W Resources, LLC, is a privately-owned company in Baton Rouge, Louisiana, engaged in activities related to real estate. It is a holding company with a diverse set of raw and recreational land, farming and hunting operations, an aircraft hangar, oil and gas interests, and equity-based interests. W Resources sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael Worley, manager, the Debtor estimated assets and liabilities of $50 million to $100 million each. The Debtor hired Stewart Robbins & Brown, LLC, as its legal counsel. Horne LLP serves as accountant. WARRIACH INC: Court Approves Amended Plan Outline ------------------------------------------------- Bankruptcy Judge Harlin D. Hale issued an order approving Warriach, Inc.'s amended disclosure statement referring to its amended plan of reorganization dated March 26, 2019. No objections were filed with regard to the amended disclosure statement, and the Court determined that it contains adequate information. About Warriach Inc. Warriach, Inc., which conducts business under the name USA Auto Sales, Paint and Body, is a privately-held company in the automobile sales and servicing business based in Dallas, Texas. Warriach filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-33188), on September 30, 2018. The petition was signed by Ghulam Warriach, president. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor tapped Eric A. Liepins, Esq., of Eric A. Liepins, P.C., as its legal counsel. WASTE SERVICES: $7.5M Private Sale of Assets to Oak Ridge Approved ------------------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized Waste Services, Inc.'s private sale of assets to Oak Ridge Waste and Recycling of CT, LLC, for $7,487,500. Specifically, the Assets relate to: (i) the Seller's roll-off waste hauling and recycling business in the territory described on Schedule A of the Agreement; (ii) the Seller's roll-off waste hauling and recycling business in the territory described on Schedule B of the Agreement; (iii) the Sellers's commercial and compactor waste hauling and recycling business in the territory described on Schedule C of the Agreement; and (iv) the Seller's commercial and compactor waste hauling and recycling business in the territory described on Schedule D of the Agreement. The Sale Hearing was held on May 20, 2019. The sale is free and clear of all Encumbrances. The Debtor is authorized to satisfy any uncontested Encumbrances against the Assets as soon as is practicable following the closing on the Sale. Upon closing of the sale, pursuant to the terms of the Stipulation Modifying Settlement Agreement and Order dated May 6, 2019 between the Debtor and the Trustees of the Local 813 Insurance Trust Fund, the Local 813 Pension Trust Fund, and the Nurses and Local 813 Retirement Trust Fund, the Debtor will pay to the respective Funds the sum of $2.3 million from the proceeds of Sale as follows: (i) $995,586 to the Insurance Fund, (ii) $1,113,660 to the Pension Fund, and (iii) and $190,754 to the Nurses Fund. Upon closing of the Sale, all obligations of the Debtor to The Westchester Bank ("TWB") as of the date of the closing of the Sale will be irrevocably paid and satisfied in cash to TWB, including any unpaid principal, interest, fees, costs, and other amounts owing under the Promissory Note and Commercial Security Agreement dated as of May 30, 2018 and TWB is authorized to apply such proceeds to satisfy the Debtor's obligations to TWB. Upon closing of the Sale, the counsel to the Debtor will hold in its escrow account (i) the sum of $625,958, which amount will be held exclusively for the purpose of funding any liquidated judgments obtained by the National Labor Relations Board in compliance proceedings pending under NLRB Case Nos. 02-CA- 040028, 02-CA-065928, 02-CA-065930, and 02-CA-066512, and (ii) any remaining sale proceeds necessary to fund payment of allowed administrative claims and allowed unsecured claims against the estate of the Debtor pending further order of the Court. With respect to the Limited Objections filed by VFS US, LLC and Banc of America Leasing & Capital, LLC ("BALC"), to the extent the Buyer exercises its option, pursuant to paragraph 7.10 of the Agreement, to purchase any equipment owned by the Debtor that was financed by VFS or BALC (i), such purchase is subject to cross-collateralization, that is, the satisfaction of all payoff amounts due and owing to VFS or BALC by the Debtor on all of the collective equipment financed by VFS or BALC, as applicable, and (ii) unless and until the Buyer exercises such Option, all equipment owned by the Debtor and financed by VFS or BALC, remains subject to the terms and conditions of the loan documents entered into between VFS US or BALC and the Debtor that govern the financing of such equipment and such loan documents will remain in full force and effect unless and until such Option is exercised by the Buyer or upon further order of the Court. Pursuant to sections 105(a) and 365 of the Bankruptcy Code, the Debtor's assumption and assignment of the Assigned Contracts to the Buyer, on the terms contained in the Agreement, is approved, and the requirements of section 365(b)(1) of the Bankruptcy Code with respect thereto are deemed satisfied. The 14-day stays of the Sale Order under Bankruptcy Rules 6004(h) and 6006(d) are waived, for cause, and the Sale Order is effective immediately upon its entry. About Waste Services Waste Services, Inc., is a provider of garbage collection services. The Company focuses on developing and implementing environmentally friendly waste disposal solutions. Waste Services is headquartered in Mamaroneck, New York. Waste Services sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-22260) on Feb. 13, 2019. In the petition signed by Joseph Spiezio, III, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Robert D. Drain oversees the case. Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serves as bankruptcy counsel. WHITE STAR: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: White Star Petroleum Holdings, LLC aka American Energy Woodford Holdings, LLC 301 NW 63rd St, Suite 600 Oklahoma City, OK 73116 Business Description: White Star Petroleum and its subsidiaries -- http://www.wstr.com-- are engaged in the acquisition, development, exploration and production of oil, natural gas, and natural gas liquids located in the Mid-Continent region in the United States. The Debtors are headquartered in Oklahoma City, Oklahoma and employ 169 people. As of December 2018, the Debtors owned approximately 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. Chapter 11 Petition Date: May 28, 2019 Five affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- White Star Petroleum Holdings, LLC (Lead Case) 19-11179 White Star Petroleum Operating, LLC 19-11180 WSP Finance Corporation 19-11181 White Star Petroleum, LLC 19-11182 White Star Petroleum II, LLC 19-11183 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' General Bankruptcy Counsel: Andrew G. Dietderich, Esq. Brian D. Glueckstein, Esq. Alexa J. Kranzley, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 Email: dietdericha@sullcrom.com gluecksteinb@sullcrom.com kranzleya@sullcrom.com Debtors' Bankruptcy Co-Counsel: Derek C. Abbott, Esq. Gregory W. Werkheiser, Esq. Tamara K. Mann, Esq. Joseph C. Barsalona II, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: dabbott@mnat.com gwerkheiser@mnat.com tmann@mnat.com jbarsalona@mnat.com Debtors' Investment Banker: GUGGENHEIM SECURITIES, LLC Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Notice, Claims, & Balloting Agent: KURTZMAN CARSON CONSULTANTS LLC https://www.kccllc.net/whitestar Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by Elliot Chambers, chief executive officer. A full-text copy of White Star Petroleum Holdings' petition is available for free at: http://bankrupt.com/misc/deb19-11179.pdf List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wilmington Trust, N.A. Senior Notes - 9% $10,300,000 Attn: Lynn M. Steiner due Sept. 15, 2022 Vice President 50 S. 6th Street, Suite 1290 Minneapolis, MN 55402 Tel: (612) 217-5667 Fax: (612) 217-5667 Email: lsteiner@wilmingtontrust.com 2. Halliburton Energy Services Inc. Trade Payable $5,279,723 Attn: Jeff Miller Chief Executive Officer 3000 N. Sam Houston Pkwy E. Houston, TX 77032 Tel: (281) 871-7034 Fax: (281) 449-1603 Email: jmiller@halliburton.com 3. Baker Hughes Oilfield Trade Payable $2,408,425 Operations Inc. Attn: Maria Claudia Borras President & CEO-Oilfield Services 17021 Aldine Westfield Rd Houston, TX 77073 Tel: (713) 439-8600 Fax: (713) 439-8280 Email: maria.borras@bhge.com 4. Latshaw Drilling Co. LLC Trade Payable $1,437,280 Attn: Trent B. Latshaw Founder and President 4500 South 129th East Avenue Suite 150 Tulsa, OK 74134 Tel: (918) 355-4380 Fax: (918) 355-4392 Email: trent@latshawdrilling.com 5. Pyramid Tubular Products LLC Trade Payable $1,430,203 Attn: Kathy Walton Founder, Chief Executive Officer and President 2 Northpoint Drive, Suite 610 Houston, TX 77060 Tel: (281) 405-8090 Fax: (281) 405-8089 Email: kwalton@pyramidtubular.com 6. Petro Amigos Supply Inc. Trade Payable $1,012,176 Attn: Cesar Vasquez President and Chief Executive Officer 777 North Eldridge Parkway Suite 400 Houston, TX 77079 Tel: (281) 497-0858 Fax: (281) 497-1575 Email: cesar.vasquez@petro-amigos.com 7. Cactus Drilling Company LLC Trade Payable $900,824 Attn: Ron Tyson, President 8300 SW 15th Oklahoma City, OK 73128-9594 Tel: (405) 577-5347 Fax: (405) 577-9306 Email: ront@cactusdrlg.com 8. Mesa Natural Gas Solutions LLC Trade Payable $802,829 Attn: Mike Trott Chief Financial Officer 5151 Reserve Drive Evansville, WY 82636 Tel: (307) 472-6372 Email: mike.trott@mesangs.com 9. Summit ESP LLC Trade Payable $793,970 Attn: John Kenner Chief Executive Officer and President 835 West 41st Street South Tulsa, OK 74107 Tel: (918) 392-7820 Fax: (918) 392-7819 Email: jkenner@summitesp.com 10. 4AM Midstream Trade Payable $757,253 Attn: Aubrey Harper Chief Executive Officer 13913 Quail Pointe Drive, Suite A Oklahoma City, OK 73134 Tel: (405) 300-1212 Email: harper@4amincorp.com 11. Schonwald Land Inc. Trade Payable $746,815 Attn: Fred Schonwald 9434 Cedar Lake Avenue Oklahoma City, OK 73114 Tel: (405) 848-5185 Fax: (405) 842-5996 Email: info@schonwaldland.com 12. SJL Well Services LLC Trade Payable $737,522 Attn: Mark Bishop Vice President and Chief Financial Officer South Highway 81 Hennessey, OK 73742 Tel: (231) 518-7921 Email: mark.bishop@nineenergyservice.com 13. Wellbenders Directional SRV LLC Trade Payable $719,219 Attn: Richard Cross, President 13901 Highway 105 West Conroe, TX 77304 Tel: (936) 539-9602 Fax: (936) 588-0271 Email: richard.cross@wellbenders.com 14. Bostick Services Corporation Trade Payable $718,172 Attn: Mike Bostick, President 12700 W Highway 33, Ste. 1 Ghutrie, OK 73044-9879 Tel: (405) 260-0306 Email: mike_bstek@yahoo.com 15. Payzone Completion Services LLC Trade Payable $647,655 Attn: David Droke 837 SE 82nd Street Oklahoma City, OK 73149 Tel: (405) 772-7184 Email: droke@pzcomplete.com 16. D.D. Fluids LLC AKA Trade Payable $573,128 Dynamic Drilling Fluids Attn: Joe Lassiter Chief Financial Officer 2699 Highway 44 Robstown, TX 78380 Tel: (972) 533-6737 Email: joe.lassiter@ddfluids.com 17. Universal Land Services LLC Trade Payable $567,608 2409 S 51st Ct Fort Smith, AR 72903 Tel: (918) 712-9038 18. Schlumberger Rod Lift Inc. Trade Payable $540,466 Attn: Rathil Radhakrishnan Operations Controller 1325 S. Dairy Ashford Dr. Houston, TX 77077 Tel: (713) 849-1793 Fax: (713) 285-1927 Email: rradhakrishnan3@slb.com 19. RR Oilfield Rental Services LLC Trade Payable $536,805 Attn: Charles Prado Chief Financial Officer 220 North Main Street Ringwood, OK 73768 Tel: (580) 883-4647 Fax: (580) 883-4656 Email: charlesp@rroilfield.com 20. Watkins Construction Co LLC Trade Payable $535,743 Attn: Scott Watkins Chief Executive Officer 3229 South 15th Street Corsicana, TX 75151 Tel: (903) 874-6587 Fax: (903) 872-7433 Email: swatkins@watkinsconstruction.com 21. Jackson Electric Trade Payable $528,088 Construction LLC Attn: Garrett Jackson, Owner 805 E. Highway 66 Wellston, OK 74881 Tel: (405) 356-9335 Fax: (405) 356-9331 Email: garrett@jacksonelectricok.com 22. Multi-Shot LLC Trade Payable $500,778 Attn: Allen R. Neel President and Director 3335 Pollock Drive Conroe, TX 77303 Tel: (936) 442-2500 Fax: (936) 442-2599 23. Central Rural Electric Trade Payable $496,577 Cooperative Attn: Craig McBrain Executive Vice President of Finance 3305 South Boomer Road P.O. Box 1809 Stillwater, OK 74076 Tel: (405) 372-2884 Fax: (405) 372-8559 24. Capgemini America, Inc. Trade Payable $468,600 Attn: Hugh Forque Vice President 623 Fifth Avenue, 33rd Floor New York, NY 10022 Tel: (212) 314-8000 Email: Hugh. Forque@capgemini.com 25. H2 Services LLC Trade Payable $463,809 Attn: Craig Hamilton Chief Executive Officer 4700 Highway 105 Guthrie, OK 73044 Tel: (405) 517-6227 Fax: (405) 293-6628 Email: h2.services@yahoo.com; chamilton6227@yahoo.com 26. Louisiana Machinery Trade Payable $455,994 Company LLC Attn: Cory Calcagno Director of Credit and Finance 3799 West Airline Highway Reserve, LA 70084-0536 Tel: (985) 536-1121 Fax: (985) 536-4549 Email: cory.calgcano@louisianacat.com 27. RK&R Dozer Service LLC Trade Payable $454,839 Attn: Ronnie Robinson Jr. 15200 W 6th St. Orlando, OK 73073 Tel: (580) 455-2218 Fax: (580) 455-2249 Email: ronnie@rkrdozervice.com 28. Nalco Company Trade Payable $447,017 Attn: Kent Highfill Senior District Account Manager 1601 West Diehl Road Naperville, IL 60563-1198 Tel: (918) 429-0922 Fax: (800) 288-0878 Email: kent.highfill@champ-tech.com 29. Resistol Services LLC Trade Payable $443,355 Attn: Blake Branham Chief Financial Officer 121 Oilfield Drive Elk City, OK 73644 Tel: (405) 343-0443 Email: Blake.branham@resistolservices.com 30. Dover Artificial Lift Trade Payable $432,663 Systems LLC Attn: Robert A. Livingston Chief Executive Officer and President 1585 Sawdust Road, Suite 210 The Woodlands, TX 77380 Tel: (281) 403-5742 Fax: (281) 403-5746 WHITTY IT SOLUTIONS: Taps Arnold Financial as Financial Advisor --------------------------------------------------------------- Whitty IT Solutions LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Arnold Financial Consulting, LLC, as its financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) investigate the Debtor's financial books and records and analyze its financial condition; (b) assist the Debtor in the preparation of reports, schedules of assets and liabilities, and statement of financial affairs; (c) assist in the preparation of the Debtor's plan of reorganization; and (d) assist in the preparation of the Debtor's monthly operating reports. The firm's hourly rates are: Principal $250 Senior Associate $175 Associate $125 Arnold Financial is currently holding $4,000 paid by the Debtor post-petition as a retainer to be used for fees incurred during its bankruptcy. The firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: William H. Arnold Arnold Financial Consulting, LLC 8403 Colesville Rd, Suite 1100 Silver Spring, MD 20910 Telephone: (301) 706-5782 E-mail: bill@marcherconsulting.com About Whitty IT Solutions Whitty IT Solutions LLC is a Georgia Limited Liability Company engaged in the business of serving contracts in the Technology, Cyber Security, Risk Management, and Data Hosting Fields. Whitty IT Solutions LLC's primarily works as a subcontractor on various government contracting projects but also provides technological solutions, subject matter expertise, and customized trainings, products and engineering solutions to Federal, State and Commercial markets. All of their contracts are currently in Northern Virginia. Whitty IT Solutions LLC filed a Chapter 11 petition (Bankr. Case No. 19-10673) on March 4, 2019. In the petition signed by its founder/CEO, Charlie Whitfield, the Debtor estimated under $500,000 in assets and under $1 million in debt. The Debtor is represented by Odin Feldman & Pittleman PC. WIT'S END RANCH: Plan Confirmation Hearing Set for June 27 ---------------------------------------------------------- Bankruptcy Judge Joseph G. Rosania, Jr. issued an order approving Wit's End Ranch Retreat, LLC's disclosure statement in support of its amended plan of liquidation dated March 29, 2019. Ballots for acceptance or rejection of the plan, and objections to confirmation of the plan must be filed and served on or before June 20, 2019. A hearing for consideration of confirmation of the plan will be held on June 27, 2019 at 1:30 p.m. The Troubled Company Reporter previously reported that the amended plan provides for the liquidation of the Debtor through the distribution of proceeds received from the sale of the Ranch Property located in Bayfield, Colorado. The Debtor is holding approximately $325,000 from the sale of the Osage Property and the Bayfield Property. The Debtor will deposit the Net Sale Proceeds into the Unsecured Creditor Account. A copy of the Amended Disclosure Statement dated March 29, 2019 is available at https://tinyurl.com/y3umxv6l from Pacermonitor.com at no charge. About Wit's End Ranch Retreat Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25, 2017, estimating under $1 million in both assets and liabilities. Judge Joseph G. Rosania Jr. presides over the case. The Debtor hired Buechler & Garber, LLC, as bankruptcy counsel, and Carolin Topelson Law, LLC, as special counsel. ********* 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. 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