/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190617.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 17, 2019, Vol. 23, No. 167 Headlines AC INVESTMENT 1: Exclusive Plan Filing Period Extended Until Aug. 9 ACCELERIZE INC: Seeks More Funds to Continue as Going Concern AESTHETIC DENTISTRY: Exclusive Plan Filing Period Terminated ALBANY LEADERSHIP: S&P Assigns 'BB' Rating to 2019A & B Bonds ALLIANCE BIOENERGY: Seeks to Extend Exclusivity Period by 60 Days ALMOST NEVER: Has $126,000 Net Loss for Quarter Ended March 31 ALPHATEC HOLDINGS: Stockholders Elect 10 Directors ALTA MESA: Incurs $24.7 Million Net Loss in First Quarter AMERICAN CENTER FOR CIVIL: Has Until Aug. 6 to Solicit Plan Votes AMERICAN EDUCATION: Operating Results Cast Going Concern Doubt ANVIA HOLDINGS: Needs Adequate Capital to Remain as Going Concern ASHVILLE MOBILE: Taps Inzer Haney as Legal Counsel AUSTEX OIL: Seeks to Hire McDonald & Metcalf as Legal Counsel BEAVEX HOLDING: Sales of Assets to TFI and Tiger Closed BEAZER HOMES: Moody's Alters Outlook on B3 CFR to Stable BLUE LINE: Incurs $569,000 Net Loss for Quarter Ended March 31 BUSINESS FIRST: Seeks to Hire McCarter & English as Counsel BUSINESS FIRST: Seeks to Hire Ralph & Ralph as Accountant CALMARE THERAPEUTICS: Director O'Connell Tenders Resignation CANCER GENETICS: Recurring Losses Cast Going Concern Doubt CEN BIOTECH: Requires More Capital to Remain as a Going Concern CLAY INTERNATIONAL: Dbear Buying 5 Columbia Freightliners for $140K CONSUMER CAPITAL: Needs More Capital to Continue as Going Concern COSMOS HOLDINGS: Financial Condition Raises Going Concern Doubt COTY INC: Moody's Cuts CFR to B2 & Unsecured Notes to Caa1 CUMULUS MEDIA: Moody's Hikes CFR to B2 & Rates $300MM Notes B2 CURE PHARMACEUTICAL: Needs More Capital to Remain as Going Concern CYTORI THERAPEUTICS: Will Present New Strategic Direction CYTOSORBENTS CORP: Hikes Authorized Common Shares to 100 Million D&M CAPITAL: Seeks to Hire Rattet PLLC as Legal Counsel DATA STORAGE: 1Q 2019 Financial Results Cast Going Concern Doubt DECOR HOLDINGS: Olshan Frome Represents 3 Suppliers DENNIS L. PERRY - GBC: Case Summary & 19 Unsecured Creditors DIFFUSION PHARMACEUTICALS: Stockholders Elect Five Directors DITECH HOLDING: Exclusivity Period Extended Until Aug. 10 DITECH HOLDING: Foley & Lardner Represents Corelogic, Xome DITECH HOLDING: Kirkland Represents Term Loan Group DOUGHERTY'S PHARMACY: Needs More Funds to Remain as Going Concern DROPCAR INC: Accumulated Deficit Casts Going Concern Doubt EDWARD JONES: J.F. Buying 3 Chattanooga Properties for $108K EFS COGEN: S&P Affirms 'BB-' Debt Rating; Outlook Stable ELK PETROLEUM: Morris Nichols Represents EPI Preferred Holders EMPIRE GENERATING: Claim Filing Deadline Set for July 8 ESPINOSA GROUP: Seeks to Hire Scura Wigfield as Legal Counsel FALCON V: Taps KPMG as Tax Consultant FAUS INTERNATIONAL: Involuntary Chapter 11 Case Summary FIVE STAR: Obtains New $65 Million Senior Secured Credit Facility FOOTHILLS EXPLORATION: Recurring Losses Cast Going Concern Doubt FRANKLIN ACQUISITIONS: Trustee's Sale of El Paso Property Withdrawn FREE FLOW: Needs Adequate Product Sales to Remain as Going Concern FUSION CONNECT: S&P Withdraws 'D' First-Lien Credit Facility Rating GIGGLES N' HUGS: Needs More Capital to Continue as a Going Concern GOLDEN STATE BUYER: Moody's Assigns 'B3' Corp. Family Rating GOODWILL INDUSTRIES: Seeks to Hire Protiviti as Financial Advisor GOODWILL INDUSTRIES: Seeks to Hire Whiteford Taylor as Counsel GOODWILL INDUSTRIES: Taps American Legal as Claims Agent GOODWILL INDUSTRIES: Taps Walker Commercial as Auctioneer GRAPHIC PACKAGING: Moody's Rates New $300MM Unsecured Notes 'Ba2' H2O BAGEL: Given Until June 21 to File Chapter 11 Plan HOLLANDER SLEEP: CCAA Cases Recognized as Main Proceeding IGAMBIT INC: Accumulated Deficit Casts Going Concern Doubt INNERSCOPE HEARING: Incurs $2-Mil. Net Loss for Mar. 31 Quarter INPIXON: Signs New Exchange Agreement with Iliad Research INVENSURE INSURANCE: Seeks to Hire Freeman as Legal Counsel IPIC ENTERTAINMENT: Seeks More Funds to Remain as a Going Concern JAMES BLOUNT MORRIS: Ward and Smith Represents Deere, et al. JAS EXPEDITED: Case Summary & 20 Largest Unsecured Creditors JAZPAL LLC: Trustee Seeks to Hire Law Offices of Zvi Guttman JOHNSON PUBLISHING: July 8 Interest Claim Filing Deadline Set JOSEPH MUSUMECI: July 18 Auction of Hallandale Beacn Condo Unit Set JOY ENTERPRISES: Given Until Aug. 16 to File Chapter 11 Plan KEYERA CORP: S&P Assigns BB+ Rating on Junior Subordinated Notes KPH CONSTRUCTION: Exclusivity Period Extended Until Aug. 9 L & L NY 5 INC: Case Summary & 20 Largest Unsecured Creditors LIVING EPISTLES: Case Summary & 4 Unsecured Creditors LIZZA EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors MAISON PREMIERE: Restaurants Business as Usual While in Chapter 11 MARIJUANA COMPANY: 1Q 2019 Results Cast Going Concern Doubt MELISSA VILLASENOR: Trammell Buying Austin Property for $745K MIDATECH PHARMA: Finalizes Development Plan for Tumors Treatment NEONODE INC: Appoints Two New Members to Board of Directors NEW ENGLAND MOTOR: Exclusivity Period Extended Until Sept. 9 NORBORD INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR P&L DEVELOPMENT: Moody's Assigns First-Time B2 CFR, Outlook Stable PG&E CORP: Power Producers Appeal Bankruptcy Ruling on Contracts PG&E CORPORATION: Exclusive Filing Period Extended Until Sept. 26 PINK OCEAN: Freedom 123 Buying Stockton Property for $2.9 Million RALPH MARRA: Consideration of Real Property & Vehicles Sale Abated REDDOUT RENTALS: Case Summary & 4 Unsecured Creditors RONNIE EASTER: Dodge Pickup & Equipment/Personal Property Sale OK'd SAM MCFADIN: $175K Private Sale of Hope Floats to Export Approved SENIOR CARE: Sets Sale/Abandonment Procedures for De Minimis Assets SHERIDAN INVESTMENT II: Moody's Cuts CFR to Ca & Term Loan to Caa2 SOURCE ENERGY: DBRS Confirms B Issuer Rating & Alters Trend to Neg. SOUTH SIDE: $485K Sale of 2013 SR2 Western Star Rotator Approved SOUTHFRESH AQUACULTURE: Exclusivity Period Extended Until Aug. 26 T & N FOUNTAIN: Hires SRS Real Estate as Real Estate Broker TEAM HEALTH: Moody's Alters Outlook on B3 CFR to Stable TEGNA INC: Moody's Puts Ba2 CFR Under Review for Downgrade THREE CHIEFS: $1.6M Sale of All Business Assets to VIP Samples OK'd TRI-STATE ENTERPRISES: Wants Exclusivity Period Extended to Aug. 21 UPLAND SOFTWARE: Moody's Gives B2 CFR on New Credit Facilities VOYA FINANCIAL: Moody's Gives Ba2(hyb) Rating to B Preferred Stock VOYAGER AVIATION: DBRS Confirms BB LongTerm Issuer Rating WALDEN PALMS: Exclusive Plan Filing Period Extended Until Aug. 21 WELDED CONSTRUCTION: Exclusivity Period Extended Until Sept. 17 WHITE OAK: Chapter 15 Case Summary WHITE STAR: Clark Hill Represents Two Well Services Providers WILLIAM ABRAHAM: Trustee's $50K Sale of 2.2-Acre El Paso Parcel OKd WILLIAM BERMAN: Karnes, Rank Represent Class Action Claimants WILSON MANIFOLDS: Plan Solicitation Period Extended Until July 24 WINDSTREAM HOLDINGS: Millbank Represents 2nd Lien Noteholders WINDSTREAM HOLDINGS: Paul Weiss Represents First Lien Holders WINDSTREAM HOLDINGS: Shearman Advises Midwest Noteholders XENETIC BIOSCIENCES: Board Approves Reverse Stock Split [^] BOND PRICING: For the Week from June 10 to 14, 2019 ********* AC INVESTMENT 1: Exclusive Plan Filing Period Extended Until Aug. 9 ------------------------------------------------------------------- Judge Robert Mark of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which AC Investment 1, LLC has the exclusive right to file a Chapter 11 plan through Aug. 9 and to solicit acceptances for the plan through Oct. 9. According to court filings, the extension would allow the company to continue negotiations with its lender to settle its claim. About AC Investment 1 AC Investment 1, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 18-18379) on July 11, 2018. In the petition signed by Agostinho Calcada, MBR, the Debtor estimated under $1 million in assets and liabilities. Joel M. Aresty P.A. is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ACCELERIZE INC: Seeks More Funds to Continue as Going Concern ------------------------------------------------------------- Accelerize Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,013,637 on $4,825,822 of revenues for the three months ended March 31, 2019, compared to a net loss of $1,256,459 on $5,992,748 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $4,648,314, total liabilities of $18,857,190, and $14,208,876 in total stockholders' deficit. The Company had a working capital deficit of $4,557,359 and an accumulated deficit of $43,973,761 as of March 31, 2019. The Company also had a net loss of $1,013,637 and cash provided by operating activities of $374,140 during the three months ended March 31, 2019. President and Chief Executive Officer Brian Ross said, "Management's plan to continue as a going concern includes raising capital in the form of debt or equity, increased gross profit from revenue growth and managing and reducing operating and overhead costs. During the second quarter of 2018, the Company engaged a nationally recognized investment bank to assist management in pursuing strategic transactions including acquisitions, dispositions, capital raising and debt restructuring. On May 15, 2019, the Company entered into an asset purchase agreement to sell substantially all of the Company's assets. This agreement is subject to stockholder approval. However, management cannot provide any assurances that the Company will be successful in accomplishing its plans. Management also cannot provide any assurance that unforeseen circumstances that could occur at any time within the next twelve months or thereafter will not increase the need for the Company to raise additional capital on an immediate basis. Mr. Ross further stated, "These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/Gx8HCI Accelerize Inc. provides software solutions for businesses to enhance their digital advertising spend in the United States, Europe, and internationally. It owns and operates CAKE, a software-as-a-service (SaaS) enterprise platform, which offers online tracking and analytics solutions for advertisers and online marketers. Accelerize Inc. provides its products through internal sales force, as well as software through getcake.com and marketingintelligence.com; industry trade shows and events; and public relations and content marketing campaigns. The Company was formerly known as Accelerize New Media, Inc. and changed its name to Accelerize Inc. in October 2014. Accelerize Inc. was founded in 2001 and is headquartered in Newport Beach, California. AESTHETIC DENTISTRY: Exclusive Plan Filing Period Terminated ------------------------------------------------------------ Judge Rebecca Connelly of the U.S. Bankruptcy Court for the Western District of Virginia terminated the period during which Aesthetic Dentistry of Charlottesville, P.C. has the exclusive right to file a Chapter 11 plan. About Aesthetic Dentistry of Charlottesville Aesthetic Dentistry of Charlottesville, P.C. -- http://www.cvillesmiles.com/-- is owner and operator of a dental clinic in Charlottesville, Virginia. The clinic specializes in preventive, cosmetic, and restorative dentistry. Aesthetic Dentistry of Charlottesville sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 18-62306) on Nov. 26, 2018. At the time of the filing, the Debtor disclosed $1,588,405 in assets and $1,785,932 in liabilities. The case is assigned to Judge Rebecca B. Connelly. Wharton, Aldhizer & Weaver PLC is the Debtor's legal counsel. ALBANY LEADERSHIP: S&P Assigns 'BB' Rating to 2019A & B Bonds ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term rating to Albany Capital Resource Corporation, NY's series 2019A & B bonds issued for Albany Leadership Charter High School for Girls (ALH). The outlook is stable. "We assessed the school's enterprise profile as vulnerable, based primarily on ALH's small enrollment of around 350 students, though the school exhibits superior academic outcomes compared to the local school district, good charter standing, and fair management capabilities despite frequent turnover in key positions," said S&P Global Ratings credit analyst Kaiti Wang. "Although some financial metrics may be indicative of a higher rating, our assessment is constrained by the school's limited size, which has seen enrollment fluctuations and unsteady demand historically," Ms. Wang added. The rating also reflects S&P's view of: -- Very small, girls-only student base with declines in prior years after a nearby feeder charter middle school closed, though the past two years have been more stable; -- High debt per student with no growth plans, and subject to a facility capacity of 380; -- Frequent turnover in principals though the school business administrator (finance leader) has been with the school since 2012 and assumed the role in 2018; and -- Inherent uncertainty associated with charter renewals because the final maturity of the bonds exceeds the time horizon of the existing charter. Offsetting the above weaknesses are: -- Healthy, positive operating performance historically with a surplus expected for fiscal 2019; -- Sound pro forma MADS coverage of 1.45x and liquidity at 122.7 days' cash on hand; -- Solid charter standing with a five-year renewal from 2018 through 2023 with good remarks from the authorizer based on S&P's conversation; and -- ALH's unique market position as the only all-girls public school option in the Albany area, which is home to four other tuition-based, private all-girls high schools. ALH is a ninth-12th grade female-only charter high school authorized by State University of New York Charter School Institute (SUNY CSI). It began operations in 2010 initially serving girls in grades nine and 10, adding grade 11 and grade 12 in the school years commencing 2011 and 2012, respectively. The school serves about 350 female students in the Albany area, and focuses on college preparatory curriculum with advanced math and science courses. ALLIANCE BIOENERGY: Seeks to Extend Exclusivity Period by 60 Days ----------------------------------------------------------------- Alliance BioEnergy Plus, Inc. asked the U.S. Bankruptcy Court for the Southern District of Florida to extend by 60 days the period during which the company has the exclusive right to file a Chapter 11 plan and solicit acceptances for the plan. Alliance BioEnergy's current exclusive filing period expired on May 20 and the company has to solicit votes for its plan by July 19. Since the petition date, the company has been able to reduce a great deal of its pre-bankruptcy debt while raising working capital to fund its operating expenses and seeking exit financing or investment funding to enable confirmation of a plan. Just recently, Alliance BioEnergy and its former controller Dennis Lenaburg reached a global settlement of their disputes in connection with his claims and the pending adversary proceeding (Adv. No. 18-01451). "The debtor believes that the resolution of Lenaburg's disputed claims was the final obstacle to proposal of a confirmable Chapter 11 plan in this case," said the company's attorney, Nathan Mancuso, Esq., at Mancuso Law, P.A., in Florida. About Alliance BioEnergy Plus West Palm Beach, Florida-based Alliance BioEnergy Plus, Inc. -- http://www.alliancebioe.com/-- is a publicly-traded technology company focused on emerging technologies in the renewable energy, biofuels, and new technologies sectors. The company is now focused on the development and commercialization of the licensed technology it controls through its affiliate Carbolosic, LLC. Through its wholly-owned subsidiary, AMG Energy, the company owns Ek Laboratories, Inc. and a 50% interest in Carbolosic (which includes certain licensing rights in North America and Africa). Alliance BioEnergy Plus sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-23071) on Oct. 22, 2018. In the petition signed by CEO Benjamin Slager, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the case. The Debtor tapped Mancuso Law, P.A. as its legal counsel, and the Law Offices of Robert Diener as its special counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. ALMOST NEVER: Has $126,000 Net Loss for Quarter Ended March 31 -------------------------------------------------------------- Almost Never Films Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $125,989 on $1,784,846 of revenues for the three months ended March 31, 2019, compared to a net loss of $69,361 on $10,000 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $1,635,111, total liabilities of $1,392,263, and $242,848 in total stockholders' equity. During the nine months ended March 31, 2019, the Company incurred a net loss from operations of $354,188 and cash used in operating activities was $241,944. As of March 31, 2019, the Company is in default on several promissory notes payable. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company also has several promissory notes payable in default. A copy of the Form 10-Q is available at: https://is.gd/eqLnWL Almost Never Films Inc. operates as a film company in the United States. It focuses on film production activities; and the provision of finance and production related services. The Company is based in West Hollywood, California. ALPHATEC HOLDINGS: Stockholders Elect 10 Directors -------------------------------------------------- Alphatec Holdings, Inc., held its annual meeting of stockholders on June 12, 2019, at which the stockholders: (a) elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, Jason Hochberg, Patrick S. Miles, David H. Mowry, Jeffrey P. Rydin, James L.L. Tullis, Donald A. Williams and Ward W. Woods to serve on the Company's Board for a term of one year until the 2020 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation; (b) ratified the selection of Mayer Hoffman McCann P.C. as the Company's independent registered public accounting firm for its fiscal year ending Dec. 31, 2019; (c) approved the amendment of the Company's 2007 Employee Stock Purchase Plan; (d) approved the amendment of the Company's 2016 Equity Incentive Plan; and (e) approved, on a non-binding advisory basis, the compensation of the Company's named executed officers. No other items were presented for stockholder approval at the Annual Meeting. About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiaries, Alphatec Spine, Inc. and SafeOpSurgical, Inc., is a medical device company that designs, develops, and markets technology for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. The Company markets its products in the U.S. via independent sales agents and a direct sales force. Alphatec reported a net loss attributable to common shareholders of $42.46 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $2.29 million for the year ended Dec. 31, 2017. As of March 31, 2019, Aphatec had $119.41 million in total assets, $27.62 million in total current liabilities, $42.55 million in long-term debt, $1.77 million in operating lease liability, $14.60 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and total stockholders' equity of $9.25 million. ALTA MESA: Incurs $24.7 Million Net Loss in First Quarter --------------------------------------------------------- Alta Mesa Holdings, LP, filed with the U.S. Securities and Exchange Commission on June 13, 2019, its quarterly report on Form 10-Q reporting a net loss of $24.72 million on $94.30 million of total revenue for the three months ended March 31, 2019. For the period from Feb. 9, 2018, through March 31, 2018, the Company reported a net loss of $34.60 million on $33.88 million of total revenue. For the period from Jan. 1, 2018, through Feb. 8, 2018, the Company reported a net loss of $14.86 million on $47.63 million of total revenue. As of March 31, 2019, the Company had $949.39 million in total assets, $955.66 million in total liabilities, and a total partners' deficit of $6.27 million. Liquidity and Capital Resources The Company's principal requirements for capital are to fund its day-to-day operations, development activities and to satisfy its contractual obligations related to servicing its debt and hedges. During the 2019 Quarter, the Company's main sources of liquidity and capital resources came from operating cash flow and borrowings under the Alta Mesa RBL. During April 2019, the Company's borrowing base was reduced from $400.0 million to $370.0 million as part of the semi-annual redetermination. The Company currently has outstanding borrowings of approximately $350.0million and outstanding letters of credit of $20.0 million, leaving the Company no additional remaining borrowing capacity. The Company had $93.7 million of cash at May 31, 2019. The Company has not obtained covenant relief, but that remains an important objective for it. Alta Mesa said, "[W]e may be at risk of non-compliance with the Consolidated Total Leverage Ratio Covenant in the Alta Mesa RBL as early as the June 30, 2019 measurement date. In addition, the lenders under the Alta Mesa RBL have an ability to make an optional redetermination ahead of the regular redetermination in October 2019. If the outstanding borrowings under the Alta Mesa RBL were to exceed the borrowing base due to any such redetermination, we would be required to repay the excess ratably over five months, which could have an adverse impact on our liquidity. Our general partner's board and our parent's board of directors and its financial advisors are evaluating the available financial alternatives, including, without limitation, seeking amendments or waivers to the covenants or other provisions of our indebtedness, raising new capital from the private or public markets or taking other actions to address our capital structure. If we are unable to reach an agreement with our lenders or find acceptable alternative financing, it may lead to an event of default under the Alta Mesa RBL. If following an event of default, the Alta Mesa RBL lenders were to accelerate repayment, it may result in an event of default and an acceleration under the 2024 Notes. We have concluded that these circumstances create substantial doubt regarding our ability to continue as a going concern. Assuming covenant relief can be obtained, we believe that our combined future operating cash flow and cash currently on our balance sheet will be sufficient to allow us to carry out our desired 2019 development program, despite the associated negative free cash flow. Our ability to reduce well costs and to more precisely assess the productivity of wells under our new spacing design tests are important to our success in 2019 as we evaluate our future prospects and opportunities. Our future drilling plans and capital budgets are subject to change based upon various factors, some of which are beyond our control, including drilling results, oil and gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, midstream availability, other working interest owner participation and regulatory matters. Any deferral of planned capital expenditures, particularly with respect to bringing new wells onto production, could reduce our anticipated production, revenue and cash flow, and may result in the expiry of certain leases. However, because a large percentage of our acreage is held by production, we can alter our drilling program to minimize the risk of losing significant acreage. "We strive to maintain financial flexibility and, if they are available to us on terms we find acceptable, may access the capital markets to facilitate our development program, to selectively expand our acreage position or to redesign our capital structure. If our operating cash flow is materially less than anticipated and other sources of capital are not available on acceptable terms, we may decide to curtail our capital spending. "We expect to operate 2-3 rigs during 2019 to develop our assets, particularly to focus on testing the spacing patterns we believe to be optimal, and to implement cost reduction strategies begun earlier in 2019. If we have adequate liquidity to fund such operations, we expect to drill and bring online approximately 60 wells during 2019 while incurring approximately $140.0 million to $155.0 million of capital expenditures related to this development program. We also expect that an additional $18.0 million to $23.0 million could be incurred for non-operated projects, leasehold costs and capitalized workover activity. We do not expect our 2019 operating cash flow alone to provide sufficient proceeds to meet this level of expenditure, which will require us to most likely utilize existing cash on hand. "As we execute our business strategy, we will continually monitor the capital resources available to meet future financial obligations and planned capital expenditures. We believe our cash flows provided by operating activities and available cash on hand will allow us to pursue our currently planned development activities. We cannot provide assurance that operations and other needed capital will be available on acceptable terms, or at all." A full-text copy of the Form 10-Q is available for free at: https://is.gd/7GDF0m About Alta Mesa Headquartered in Houston, Texas, Alta Mesa Holdings, LP -- http://www.altamesa.net/-- is an independent exploration and production company focused on the acquisition, development, exploration and exploitation of unconventional onshore oil and natural gas reserves in the eastern portion of the Anadarko Basin in Oklahoma. The Company was formed in 1987 as a private Texas limited partnership. Alta Mesa reported a net loss of $77.66 million for the year ended Dec. 31, 2017, compared to a net loss of $167.9 million for the year ended Dec. 31, 2016. For the period from Feb. 9, 2018, through Dec. 31, 2018, the Company reported a net loss of $2.07 billion. As of Dec. 31, 2018, Alta Mesa had $935.7 million in total assets, $918.9 million in total liabilities, and $16.79 million in partners' capital. * * * As reported by the TCR in February 2019, Moody's Investors Service downgraded Alta Mesa Holdings' Corporate Family Rating (CFR) to Caa1 from B2. "The downgrade reflects Alta Mesa's heavy deficit funded development strategy in 2018 that resulted in very large projected negative free cash flow and raised concerns about capital efficiency and declining liquidity, as well as the sudden departure of Alta Mesa's long-standing senior management team," said Sajjad Alam, Moody's Senior Analyst. AMERICAN CENTER FOR CIVIL: Has Until Aug. 6 to Solicit Plan Votes ----------------------------------------------------------------- Judge Christine Gravelle of the U.S. Bankruptcy Court for the District of New Jersey extended the period during which American Center for Civil Justice, Religious Liberty & Tolerance Inc. has the exclusive right to solicit acceptances for its proposed Chapter 11 reorganization plan through Aug. 6. According to court filings, American Center filed its plan of reorganization on Sept. 24, 2018. After the filing of the plan, however, American Center's attorney suffered a medical condition that rendered him unable to continue in his representation of the debtor. Consequently, the court did not conduct the hearing on the adequacy of the disclosure statement that was initially scheduled for Oct. 24, 2018. In an attempt to reach a resolution of the issues in American Center's bankruptcy case, the court held settlement conferences between Oct. 24 and Dec. 10, 2018. Unfortunately, all hearings were routinely adjourned and the court did not rule on the adequacy of the disclosure statement. The court determined that in order to level the playing field in the confirmation, it would first determine the validity of the claims of Joshua Ambush as well as allow Dr. Michael Engelberg to proceed with his objection to the claim. As a result, the confirmation hearings have been put on hold indefinitely pending resolution of the claims. Since Jan. 22 when the court extended the exclusivity until April 8, the parties have litigated the claims. Thus, American Center has had no ability to proceed with the confirmation of its plan, according to filings. About American Center for Civil Justice American Center for Civil Justice, Religious Liberty & Tolerance, Inc., is a tax-exempt organization that provides legal services. Its mission is to defend and foster religious liberty, protection of civil and social and religious, tolerance. It is an affiliate of American Center for Civil Justice, Inc. ACCJ sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-26095) on Aug. 12, 2018. In the petition signed by Jed Perr, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Christine M. Gravelle presides over the case. The Debtor tapped Joseph Covello, Esq., at Lynn Gartner Dunne & Covello, LLP, as its legal counsel. AMERICAN EDUCATION: Operating Results Cast Going Concern Doubt -------------------------------------------------------------- American Education Center Inc. filed its quarterly report on Form 10-Q, disclosing a net income (attributable to American Education Center) of $83,896 on $1,970,747 of revenues for the three months ended March 31, 2019, compared to a net loss (attributable to American Education Center) of $1,823,929 on $1,330,301 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $9,434,759, total liabilities of $7,456,045, and $1,978,714 in total stockholders' equity. The Company said, "Our current operating results indicate that substantial doubt exists related to the Company's ability to continue as a going concern. We believe that the new education platforms acquired may mitigate the substantial doubt raised by our current operating results and satisfying our estimated liquidity needs 12 months from the date of the financial statements. However, we cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned." A copy of the Form 10-Q is available at: https://is.gd/IEPf8j American Education Center Inc., through its subsidiaries, provides education consulting services in the People's Republic of China. It operated in two segments, AEC New York and AEC Southern UK. The Company was founded in 1999 and is headquartered in New York, New York. ANVIA HOLDINGS: Needs Adequate Capital to Remain as Going Concern ----------------------------------------------------------------- Anvia Holdings Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $8,397,382 on $1,678,069 of revenue for the three months ended March 31, 2019, compared to a net loss of $33,943 on $17,839 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $5,225,618, total liabilities of $14,214,006, and $8,988,388 in total stockholders' deficit. The Company has generated minimal revenue and has sustained operating losses since inception to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $8,397,382 for the period ended March 31, 2019, incurred a net current liability or working capital deficit is 13,285,705 and an accumulated loss of $11,246,233 as of March 31, 2019. These factors, among others, raise a substantial doubt regarding the Company's ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. A copy of the Form 10-Q is available at: https://is.gd/KBDgLk Anvia Holdings Corporation provides vocational training and education for construction tradesmen that need qualifications for roofing, plumbing, home renovation, electrical, and carpentry in Australia. It offers construction induction training and white card for plumber, stonemason, pipefitter, welder, plasterer, and landscaper positions; and consulting services for development of building inspection process. The company also develops Anvia Loyalty and Aniva Learning mobile applications to complement the onsite learning experience. In addition, it develops an integrated learning and student management system, which can digitally track learning time and offer a personalized training experience that is customized for every student. The company was formerly known as Dove Street Acquisition Corporation and changed its name to Anvia Holdings in January 2017. Anvia was founded in 2016 and is headquartered in Glendale, California. ASHVILLE MOBILE: Taps Inzer Haney as Legal Counsel -------------------------------------------------- Ashville Mobile Home Parts LLC received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Inzer, Haney, McWhorter, Haney & Skelton, LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code; negotiation with secured claimants; and the formulation of a plan of rearrangement. Robert McWhorter Jr., Esq., the firm's attorney who will be handling the case, charges an hourly fee of $200. Mr. McWhorter is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Inzer Haney can be reached through: Robert D. McWhorter Jr., Esq. Inzer, Haney, McWhorter, Haney & Skelton, LLC P.O. Box 287 Gadsden, AL 35902-0287 Phone: (256) 546-1656 Email: rdmcwhorter@bellsouth.net About Ashville Mobile Home Parts Ashville Mobile Home Parts LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-40931) on June 3, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Inzer, Haney, McWhorter, Haney & Skelton, LLC, is the Debtor's counsel. AUSTEX OIL: Seeks to Hire McDonald & Metcalf as Legal Counsel ------------------------------------------------------------- AusTex Oil Limited and seven of its subsidiaries filed applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Oklahoma to hire McDonald & Metcalf, LLP as their legal counsel. The firm will provide services in connection with the Debtors' Chapter 11 cases, which include the preparation of a bankruptcy plan, negotiation of disputes, and the prosecution of actions to protect the Debtors' estates. The firm's attorneys who are expected to handle the cases and their hourly rates are: Gary McDonald $365 Chad Kutmas $335 Mary Kindelt $295 McDonald & Metcalf received from the Debtors a retainer in the sum of $300,000 prior to the petition date. McDonald & Metcalf is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Gary M. McDonald, Esq. Chad J. Kutmas, Esq. Mary E. Kindelt, Esq. McDonald & Metcalf, LLP First Place Tower 15 E. Fifth Street, Suite 1400 Tulsa, OK 74103 Tel: (918) 430-3700 Fax: (918) 430-3770 E-mail: gmcdonald@mmmsk.com ckutmas@mmmsk.com mkindelt@mmmsk.com About AusTex Oil Ltd. AusTex Oil, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "AOK." Although AusTex Oil is an Australian listed entity, it operates exclusively through its U.S. subsidiaries, which maintain offices in Tulsa, Okla. AusTex Oil Limited and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Okla. Case Nos. 19-11138 to 19-11145) on June 3, 2019. At the time of the filing, AusTex Oil disclosed $56,116,157 in assets and $33,179,085 in liabilities. McDonald & Metcalf, LLP, is the Debtor's counsel. BEAVEX HOLDING: Sales of Assets to TFI and Tiger Closed ------------------------------------------------------- Beavex Holding Corp. and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of the closing dates of their sale of assets to (i) TForce Final Mile, LLC, TForce Final Mile West, LLC and TForce Logistics, LLC, and (ii) Tiger Capital Group, LLC. On April 17, 2019, the Court entered (i) its TFI Sale Order, thereby approving the sale of the Acquired Assets to TForce Final Mile, LLC, TForce Final Mile West, LLC and TForce Logistics, LLC; and (ii) its Tiger Sale Order, thereby approving the sale of certain accounts receivable to Tiger Capital Group, LLC. The closing under the TFI Sale Order occurred on April 27, 2019. The closing under the Tiger Sale Order occurred on April 29, 2019. Copies of the Sale Orders are available for review free of charge by accessing the website dedicated to the Debtors' chapter 11 cases maintained by their claims and noticing agent and administrative advisor, Stretto (https://cases.stretto.com/beavex/docket). In addition, copies of the Sale Orders are available for inspection during regular business hours at the Office of the Clerk of the Court, located at 824 N. Market Street, 3rd Floor, Wilmington, DE 19801, and may be viewed for a fee on the internet at the Court's website (http://www.deb.uscourts.gov/)by following the directions for accessing the ECF system on such website. About Beavex Holding Corp Founded in 1989, BeavEx Incorporated and its affiliates -- https://beavex.com/ -- are providers of ground and air transportation, warehousing and courier services, providing "last mile" delivery services, often consisting of controlled substances or otherwise highly sensitive materials to over 800 customers nationwide. The Company is headquartered in Atlanta, Georgia and employ 369 people. BeavEx Holding Corporation and four of its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-10316) on Feb. 18, 2019. In the petitions signed by CRO Donald Van der Wiel, BeavEx estimated $10 million to $50 million in assets and $50 million to $100 million in estimated liabilities. The Hon. Laurie Selber Silverstein oversees the cases. Young Conaway Stargatt & Taylor, LLP serves as counsel to the Debtors. Donald Van der Wiel of S3 Advisors, LLC, is serving as the Debtors' CRO. Stretto acts as claims and noticing agent. BEAZER HOMES: Moody's Alters Outlook on B3 CFR to Stable -------------------------------------------------------- Moody's Investors Service changed the outlook for Beazer Homes USA, Inc. to stable from positive. At the same time, all existing ratings of the company, including its B3 Corporate Family Rating, B3-PD Probability of Default Rating, B3 ratings on its senior unsecured notes of varying maturities, and SGL-2 Speculative Grade Liquidity Rating, were affirmed. The change in outlook to stable reflects the company's persisting high debt leverage, as measured by Moody's homebuilding debt to capitalization ratio, which stood at 72% at March 31, 2019 and Moody's view that given its reduced growth expectations for the homebuilding sector, it will take a longer time for the company to achieve an improvement in credit metrics towards a level consistent with a higher rating. Moody's stable outlook on the homebuilding sector reflects low single digit industry top line growth forecast over the next 12 to 18 months compared to the previous robust performance of above 10%. The stable rating outlook reflects Moody's expectations that homebuilding industry conditions will continue to be healthy and translate into a gradual improvement of the company's credit metrics given its product focus and geographic footprint, as Beazer continues to focus on deleveraging and achievement of operating goals. Outlook Actions: Issuer: Beazer Homes USA, Inc. Outlook, Changed To Stable From Positive Affirmations: Issuer: Beazer Homes USA, Inc. Probability of Default Rating, Affirmed B3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B3 Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4) Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4) RATINGS RATIONALE Beazer's B3 Corporate Family Rating reflects the company's: 1) high debt leverage, as measured by Moody's-adjusted homebuilding debt to book capitalization, which stood at 72% at March 31, 2019; 2) GAAP gross margins of 16.5%, which are below most B-rated homebuilding peers, although on an unlevered basis gross margins are in line with the peer group; 3) cost pressures faced by the homebuilding industry, including land, labor and materials costs, which together with the reduced pricing power of homebuilders given softer demand environment will weigh on gross margin performance; 4) the recent reduction in the company's tangible net worth given the incurred land impairments in the second fiscal quarter of 2019; and 5) active share repurchase authorization, although share repurchases are expected to be modest. At the same time, the credit profile is supported by the company's: 1) large size and scale within its B3-rated homebuilding peer group as Beazer generates $2.1 billion in revenue and has presence in 13 states across three regions in the US: West, Southeast and East; 2) focus on the first-time homebuyer segment for about half of total closings, which is expected to grow faster than other product categories given the supportive demographic trends; 3) debt reduction strategy and the repayment of nearly $300 million in debt since fiscal 2015 with further repayments expected; 4) increasing investment in shorter duration land; and 5) stable homebuilding industry trends expected over the next 12 to 18 months. The Speculative Grade Liquidity Rating of SGL-2 reflects Beazer's good liquidity profile, supported by Moody's expectations of positive free cash flow generation, maintenance of ample availability under its $210 million revolving credit facility expiring in February 2021, and an $86 million cash balance at March 31, 2019. The ratings could be upgraded if the company's total adjusted homebuilding debt to book capitalization trends towards 60% and EBIT to interest coverage approaches 2.0x, while gross margins improve and a good liquidity profile is maintained. The ratings could be downgraded if the company's total adjusted homebuilding debt to book capitalization is sustained above 70%, if EBIT interest coverage weakens below 1.0x, if the company experiences bottom line net losses on an annual basis or a deterioration in its liquidity profile. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Headquartered in Atlanta, Georgia, Beazer operates in 13 states across three geographic regions in the US: The West, East and Southeast. The company targets entry-level, move-up, and active adult homebuyers. Total revenues and net income for the LTM period ended March 31, 2019 were approximately $2.1 billion and $(20) million, respectively. BLUE LINE: Incurs $569,000 Net Loss for Quarter Ended March 31 -------------------------------------------------------------- Blue Line Protection Group, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $568,836 on $928,609 of revenue for the three months ended March 31, 2019, compared to a net loss of $2,118,114 on $1,041,306 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $1,546,601, total liabilities of $5,281,528, and $3,734,927 in total stockholders' deficit. The Company has a net loss for the three months ended March 31, 2019, accumulated deficit and had a working capital deficit as of March 31, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Daniel Allen, the Company's principal executive, financial and accounting officer, said that in order to continue as a going concern, the Company will need, among other things, additional capital resources. Mr. Allen further stated, "The Company is significantly dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/m1zgDO Blue Line Protection Group, Inc., provides armed protection, logistics, and compliance services for businesses engaged in the legal cannabis industry in the United States. It offers asset logistic services comprising armored transportation services; security services, including shipment protection, money escorts, security monitoring, asset vaulting, and VIP and dignitary protection; financial services, such as handling transportation and storage of currency; and training services. The company was formerly known as The Engraving Masters, Inc. and changed its name to Blue Line Protection Group, Inc., in May 2014. Blue Line was founded in 2006 and is headquartered in Denver, Colorado. BUSINESS FIRST: Seeks to Hire McCarter & English as Counsel ----------------------------------------------------------- Business First, LLC seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire McCarter & English, LLP as its legal counsel. The Debtor requires McCarter to: (a) take all necessary actions to protect and preserve the bankruptcy estate of the Debtor, including prosecuting actions on its behalf, defending any action commenced against the Debtor, representing the Debtor in negotiations concerning litigation in which it is involved and preparing objections to claims; (b) prepare all pleadings in connection with the Debtor's Chapter 11 case; (c) take all necessary actions to obtain approval of the Debtor's disclosure statement and confirmation of a plan; (d) advise the Debtor of its powers and duties in the continued management and operation of its businesses and properties; (f) attend meetings and negotiate with representatives of the creditors and other "parties in interest;" (g) represent the Debtor in connection with using cash collateral and obtaining post-petition financing; (h) advise the Debtor in connection with any potential acquisition or sale of its assets; and (i) appear before the bankruptcy court and any appellate courts to represent interests of the Debtor's estate. McCarter will be paid at these hourly rates: Partners $460 - $695 Counsel $570 - $650 Associates $245 - $445 Paralegals $196 - $260 The firm will also receive reimbursement for work-related expenses incurred. Kate Roggio Buck, Esq., a partner at McCarter, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. McCarter & English can be reached at: Kate Roggio Buck, Esq. McCarter & English, LLP Renaissance Centre 405 N. King Street, 8th Floor Wilmington, DE 19801 Tel: (973) 639-7908 Fax: (973) 297-6231 E-mail: cstanziale@mccarter.com About Business First, LLC Business First, LLC -- https://www.telemarusa.com/ -- provides navigation and communication equipment and services to the maritime industry. It also offers equipment installation, repairs, inspections and satellite airtime solutions. Business First filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 19-11223) on May 31, 2019. In the petition signed by Thomas Collins, officer, the Debtor estimated $62,608 in assets and $6,323,821 in liabilities. The case is assigned to the Hon. Mary F. Walrath. Kate R. Buck, Esq. at McCarter & English, LLP, represents the Debtor as counsel. BUSINESS FIRST: Seeks to Hire Ralph & Ralph as Accountant --------------------------------------------------------- Business First, LLC seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Ralph & Ralph, P.C. as its accountant and financial advisor, nunc pro tunc to May 31. The services required of Ralph & Ralph are: a. review, prepare or audit the Debtor's filed tax returns; b. advise the Debtor on tax issues; c. prepare tax returns for the Debtor; d. assist, if necessary, on bookkeeping; e. prepare financial statements required by lenders or otherwise; f. conduct an inventory of the Debtor's financial records; g. meet with and advise the Debtor and its counsel on matters concerning case administration, and potentially prepare and file the necessary petitions, schedules, operating reports or other documents; h. perform preference analyses and any other analyses as required by the Debtor; i. assist the Debtor and its retained professionals in analyzing and challenging the claims filed against the estate; j. perform accounting or management services if required; k. if appropriate, assist the Debtor in continuing to perform obligations required of administrator of its employee benefit plans; l. analyze the financial operations of the Debtor; m. coordinate payroll; n. conduct any requested financial analysis including verifying the material assets and liabilities of the Debtor and their values; o. analyze transactions with insiders and with related or affiliated companies; and p. analyze transactions with the Debtor's financing institutions. The firm's customary hourly rates are: Partners $250 Managers $180 Administrators $50 Gregory Ralph, a partner at Ralph & Ralph, attests that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gregory Ralph, CPA Ralph and Ralph, PC One Greenway Plaza, Suite 320 Houston, TX 77046 Phone: 713 623 4514 Fax: 713 623 4530 About Business First, LLC Business First, LLC -- https://www.telemarusa.com/ -- is a provider of navigation & communication equipment and services to the maritime industry. It also offers equipment installation, repairs, inspections and satellite airtime solutions. Business First, LLC filed a voluntary petition for relief in this Court under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case no. 19-11223) on May 31, 2019. In the petition signed by Thomas Collins, officer, the Debtor estimates $62,608 in assets and $6,323,821 in liabilities. The case is assigned to the Hon. Mary F. Walrath. Kate R. Buck, Esq. at McCarter & English, LLP, represents the Debtor as counsel. CALMARE THERAPEUTICS: Director O'Connell Tenders Resignation ------------------------------------------------------------ Carl O'Connell, a member of the board of directors of Calmare Therapeutics Incorporation, informed the Company of his intention to resign from the Board, effective on or about June 26, 2019, because of competing time demands. Mr. O'Connell will continue as a member of the Board until the effective date of his resignation. About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc. -- http://www.calmaretherapeutics.com/-- researches, develops and commercializes chronic, neuropathic pain and wound affliction devices. The Company's flagship medical device -- the Calmare Pain Therapy Device -- is a non-invasive and non-addictive modality that can successfully treat chronic, neuropathic pain. The Company holds a U.S. Food & Drug Administration 510k clearance designation on its flagship device, which grants it the exclusive right to sell, market, research and develop the medical device in the United States. The Calmare Devices are commercially sold to medical practices throughout the world. They are also found in U.S. military hospitals, clinics and on installations. Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficit at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Calmare reported a net loss of $3.82 million for the year ended Dec. 31, 2016, compared to a net loss of $3.67 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Calmare had $3.88 million in total assets, $17.69 million in current total liabilities and a total shareholders' deficit of $13.81 million. CANCER GENETICS: Recurring Losses Cast Going Concern Doubt ---------------------------------------------------------- Cancer Genetics, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $4,617,000 on $6,839,000 of revenue for the three months ended March 31, 2019, compared to a net loss of $4,456,000 on $7,667,000 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $38,492,000, total liabilities of $30,813,000, and $7,679,000 in total stockholders' equity. Chief Executive Officer John A. Roberts and Chief Financial Officer M. Glenn Miles said, "The Company does not have sufficient cash at March 31, 2019 to fund normal operations beyond the next three months from the date of this report. In addition, while the expired forbearance agreements with PFG and SVB acknowledged that we were and anticipated that we would be in violation of certain financial and other covenants of the ABL and the PFG Term Note as of December 31, 2018, January 31, 2019, February 28, 2019 and March 31, 2019, the ABL is currently past its maturity date. We are in discussions with SVB and PFG about possible extensions of the forbearance agreements and of the maturity of the ABL as part of the overall strategic process. The Company's ability to continue as a going concern is dependent on the Company's ability to extend the forbearance agreements and the term of the ABL, raise additional equity or debt capital or spin-off non-core assets to raise additional cash. These factors raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/70QgnG Cancer Genetics, Inc., develops, commercializes, and provides molecular and biomarker-based tests and services in the United States, Europe, and Asia. Its tests enable physicians to personalize the clinical management of each individual patient by providing genomic information to diagnose, monitor, and inform cancer treatment; and enable biotech and pharmaceutical companies involved in oncology and immuno-oncology trials to select candidate populations and reduce adverse drug reactions by providing information regarding genomic factors influencing subject responses to therapeutics. The Company was founded in 1999 and is based in Rutherford, New Jersey. CEN BIOTECH: Requires More Capital to Remain as a Going Concern --------------------------------------------------------------- CEN Biotech, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,242,777 on $0 of revenue for the three months ended March 31, 2019, compared to a net loss of $1,320,770 on $0 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $7,520,434, total liabilities of $29,811,754, and $22,291,320 in total shareholders' deficit. The Company disclosed that a substantial doubt has been raised with regard to its ability to continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. The Company had an accumulated deficit of $36,897,830 at March 31, 2019 and had no committed source of additional debt or equity financing. The Company has not had any operating revenue and does not foresee any operating revenue in the near term. The Company has relied on the issuance of loans payable and convertible debt instruments to finance its expenses, including notes that are in default. The Company will be dependent upon raising additional capital through placement of its common stock, notes or other securities in order to implement its business plan or additional borrowings, including from related parties. Chief Executive Officer Joseph Byrne and Chief Financial Officer Richard Boswell said, "There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties." Messrs. Byrne and Boswell further stated that the Company's cash position may not be sufficient to support the Company’s daily operations or its ability to undertake any business activity that will generate net revenue. A copy of the Form 10-Q is available at: https://is.gd/S4g65J CEN Biotech, Inc., focuses on the manufacture, production, and development of products within the cannabis industry, including LED lighting technology and hemp-based products. It intends to cultivate hemp for usage in industrial, medical, and food products. The Company was founded in 2013 and is based in Windsor, Canada. CLAY INTERNATIONAL: Dbear Buying 5 Columbia Freightliners for $140K ------------------------------------------------------------------- Clay International, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of five Columbia Freightliners to Dbear Trucking for a total sales price of $140,000. As of the Petition Date, the Debtor owned, leased, and was in the process of purchasing nine Freightliners with which it conducted its operations. Due to transition of operations and the time and funds needed during the transition period, the Debtor has determined it is appropriate to liquidate several of its Freightliners. After the sale, the Debtor will retain four semi-truck which can be used in operations. The Debtor asks authorization to sell five Columbia Freightliners to the Purchaser for a total sales price of $140,000. The Freightliners are subject to a lien due and owing to BB&T. The payoff as of May 1, 2019 totals $119,436 with a daily per diem after May 1, 2019 of $13. The Debtor asks that pursuant to Bankruptcy Rule 6004 and Section 363(f) of the Bankruptcy Code, that the sale of the property be free and clear of liens, claims and encumbrances. The proceeds from the sale will be sufficient to satisfy the obligations due and owing to BB&R. The purchase price of $140,000 represents the fair market value of the Freightliners. The Debtor is not aware of any connections with the Purchaser. It is not aware of any financing contingencies and there will not be any due diligence period. It is the Debtor's understanding that the Purchaser needs the vehicles as soon as possible as Purchaser has routes that are waiting to be filled with these vehicles. Time is of the essence and the Debtor will ask to shorten notice and schedule an expedited hearing via separate Motion. About Clay International Clay International, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-52319) on Feb. 11, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The case is assigned to Judge Jeffery W. Cavender. M. Denise Dotson, LLC, is the Debtor's counsel. CONSUMER CAPITAL: Needs More Capital to Continue as Going Concern ----------------------------------------------------------------- Consumer Capital Group Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $610,473 on $165,624 of total revenue for the three months ended March 31, 2019, compared to a net loss of $879,326 on $2,516 of total revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $1,536,787, total liabilities of $8,954,899, and $7,418,112 in total stockholders' deficit. The Company has generated a net loss of $610,473 for the three months ended March 31, 2019 and an accumulated deficit of $12,588,951 as of March 31, 2019. The Company also experienced insufficient cash flows from operations and will be required continuous financial support from the shareholder. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. Moreover, the Company may be continuously raising capital through the sale of debt and equity securities. Chief Executive Officer Jianmin Gao and Chief Financial Officer Crystal L. Chen said, "The Company's ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations. These consolidated financial statements do not include any adjustments that might result from this uncertainty which may include adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. "These factors have raised substantial doubt about the Company's ability to continue as a going concern. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. These financial statements do not include any adjustments that might result from the outcome of this uncertainty." A copy of the Form 10-Q is available at: https://is.gd/EnpeUm Consumer Capital Group Inc., through its subsidiaries, provides microfinancing services for micro, and small-to-medium sized enterprises (SMEs) in China. It offers direct loans to SMEs and sole proprietors; and private loans to borrowers, as well as acts as an intermediary to facilitate the loan transactions. The company also provides financial consulting services; and advisory and risk assessment services to lenders and borrowers. In addition, it offers asset management, management consulting, and Internet information services, as well as advertising design, production, agent, and publishing services. Further, the company maintains various computer systems, software, and data; owns intellectual property rights for consumer market network; and assists in payment collection for e-commerce business. Consumer Capital was incorporated in 2008 and is headquartered in New York, New York. COSMOS HOLDINGS: Financial Condition Raises Going Concern Doubt --------------------------------------------------------------- Cosmos Holdings Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $217,173 on $9,683,341 of revenue for the three months ended March 31, 2019, compared to a net loss of $3,055,802 on $11,965,429 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $21,705,779, total liabilities of $25,250,314, and $3,544,535 in total stockholders' deficit. For the three months ended March 31, 2019, the Company had revenue of $9,683,341, a net loss of $217,173 and net cash used in operations of $483,933. Additionally as of March 31, 2019, the Company had an accumulated deficit of $16,489,818, a working capital deficit of $4,023,420 and stockholders' deficit of $3,544,535. Chief Executive Officer Grigorios Siokas said, "It is management's opinion that these conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date of this filing." A copy of the Form 10-Q is available at: https://is.gd/jvRPzU Cosmos Holdings Inc., through its subsidiaries, develops, imports, exports, markets, distributes, and sells pharmaceutical and wellness products for human use primarily in the European Union. It offers branded pharmaceutical products, over-the-counter medicines, and generic pharmaceutical products. The company provides its products to wholesale drug distributors, and wholesalers and retail healthcare providers. Cosmos Holdings is based in Chicago, Illinois. COTY INC: Moody's Cuts CFR to B2 & Unsecured Notes to Caa1 ---------------------------------------------------------- Moody's Investors Service downgraded Coty Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. Moody's also downgraded the company's unsecured notes to Caa1 (LGD5) from B3 (LGD5). Concurrently, Moody's confirmed the ratings on Coty's first lien revolving credit facility and term loan at Ba3 (LGD2) and affirmed its Speculative Grade Liquidity Rating at SGL-4. The outlook is stable. This concludes the review that was initiated on February 13, 2019 when JAB Holding Company S.a.r.l announced its debt-financed partial tender offer for Coty shares. The downgrade reflects that Moody's will include the $1.77 billion term loan debt used to finance JAB's tender offer to Coty's total enterprise debt, since its ultimate source of repayment are the cash flows generated by Coty along with any subsequent sales of Coty's shares. This raises Coty's enterprise debt to $9.5 billion and its enterprise debt to EBITDA by 1.0x turn to 7.0x. The debt was issued by Cottage Holdco B.V., which is an indirect subsidiary of JAB and the parent company of Coty. The debt is to be serviced through dividends paid by Coty to JAB and repaid following stock appreciation from the Coty shares. The debt at Cottage has no guarantees from JAB and is secured by 451 million shares of Coty. JAB is now a majority owner of Coty with 60% ownership. Moody's also expects that Coty's credit metrics will remain weak over the next 12-18 months reflecting continued weakness in Coty's consumer beauty business and very slow progress at deleveraging. Moody's estimates that Coty's near-term leverage reduction will be hampered by low organic earnings growth. The company's profitability will be adversely affected by high promotional activity needed to support sales during the year. Coty is restructuring its operations to restore growth and improve operating performance. Coty has also had significant turnover in its senior management ranks. The company has a new chief executive officer and chief financial officer, which brings some level of uncertainty to the company's overall strategy. The Ba3 rating on Coty's senior secured debt is two notch higher than the B2 CFR and reflects cushion provided by the company's junior debt. The junior debt includes Coty's unsecured notes as well as the Cottage term loan. The Cottage term loan is non-recourse to Coty. The stable outlook reflects Moody's expectation that Coty's financial leverage will remain high over the next 12 -- 18 months, but will decline over time through a combination of earnings growth and debt repayment. The stable outlook also reflects Moody's view that it will take time for management to meaningfully improve operating performance in Coty's consumer beauty segment. The following is a summary of Moody's rating actions: Coty Inc. Downgrades: Corporate Family Rating to B2 from B1 Probability of Default to B2-PD from B1-PD Guaranteed Unsecured Global Notes to Caa1 (LGD5) from B3 (LGD5) Confirmations: First Lien Senior Secured Bank Credit Facility at Ba3 (LGD2 from LGD3) Affirmations: Speculative Grade Liquidity Rating at SGL-4 The outlook is stable. RATINGS RATIONALE Coty's B2 CFR reflects the company's high enterprise debt to EBITDA financial leverage, estimated at about 7.0x. The high financial leverage is in part due to earnings weakness reflecting lackluster demand for the company's domestic consumer beauty products. The rating also reflects Moody's expectation that the company will generate weak free cash flow over the next several quarters due to its ongoing restructuring costs and dividends. Moody's recognizes Coty's concentration in fragrance and color cosmetics. This concentration creates exposure to discretionary consumer spending. It also requires continuous product and brand investment to minimize revenue volatility as these categories tend to be more fashion driven than other beauty products. Coty will remain more concentrated than its primary competitors in mature developed markets. This creates growth challenges and investment needs to more fully build its global distribution capabilities and brand presence. The ratings are supported by the company's large scale, its portfolio of well-recognized brands, and good product and geographic diversification. Moody's expects that Coty will generate modest revenue and organic earnings growth over the next year. The SGL-4 Speculative Grade Liquidity Rating reflects Moody's view that Coty's liquidity is weak. Coty's ongoing restructuring actions will consume large amounts of cash and Moody's expects the company's free cash flow to remain negative in 2019. The company relies on a $3.25 billion secured revolving credit facility that had $814 million drawn as of March 31, 2019. Moody's expects the revolver to be used to fund the projected cash flow deficit and the company's dividend in 2019. The revolver is subject to a total net leverage financial covenant with step downs. As of March 31, 2019 the total net leverage covenant was at 4.98x with a 5.25x maximum. Moody's projects that the company will have weak headroom under the total net leverage covenant over the next 12 months. Coty's ratings could be downgraded if the company is unable to return to positive free cash flow over the next 12-18 months. The ratings could also be downgraded if the company does not make meaningful progress in reducing enterprise debt to EBITDA (inclusive of the JAB term loan) below 6.5x. A downgrade could also occur if the company is unable to improve liquidity or pursues material debt funded acquisitions or shareholder returns. Coty's ratings could be upgraded if the company stabilizes its operations and generates positive free cash flow. Coty would also need to reduce its financial leverage and bring enterprise debt to EBITDA (inclusive of the JAB term loan) below 5.5x before Moody's would consider an upgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Coty Inc., a public company headquartered in New York, NY, is one of the leading manufacturers and marketers of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 150 countries. The company generates roughly $9.2 billion in annual revenues. CUMULUS MEDIA: Moody's Hikes CFR to B2 & Rates $300MM Notes B2 -------------------------------------------------------------- Moody's Investors Service upgraded Cumulus Media New Holdings Inc.'s Corporate Family Rating to B2 from B3 and assigned a B2 rating to the proposed $300 million senior secured note due 2026. The senior secured term loan was also upgraded to B2 from B3. The outlook remains stable. The net proceeds from the proposed offering is expected to repay a portion of the existing 1st lien term loan. The upgrade of the CFR reflects the reduction in pro forma leverage to 5x as of Q1 2019 from 6.1x (excluding Moody's standard lease adjustments) upon exit from bankruptcy driven by growth in EBITDA and debt repayment from free cash flow as well as from asset sales. The sale of six stations to Educational Media Foundation for $103.5 million in cash occurred at an attractive multiple. Cumulus has also entered into an agreement to sell a station in Los Angeles for $43 million which is expected to lead to additional debt repayment. Upgrades: Issuer: Cumulus Media New Holdings Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Senior Secured 1st lien Term Loan due May 2022, Upgraded to B2 (LGD3) from B3 (LGD4) Assignments: Issuer: Cumulus Media New Holdings Inc. $300 million Gtd Senior Secured 1st lien Global Notes due 2026, Assigned B2 (LGD3) Outlook Actions: Issuer: Cumulus Media New Holdings Inc. Outlook, Remains Stable RATINGS RATIONALE Cumulus's B2 CFR reflects the improved pro forma debt-to-EBITDA leverage of 5x (excluding Moody's standard lease adjustments) as of Q1 2019 which is down from pro forma leverage of 6.1x as of Q1 2018. The company faces challenging market conditions in the terrestrial radio industry that is being negatively affected by the shift of advertising dollars to digital mobile and social media as well as heightened competition for listeners from a number of digital music providers. Secular pressures and the cyclical nature of radio advertising demand have the potential to exert substantial pressure on EBITDA performance over time. Cumulus benefits from its portfolio of stations, a small but growing local digital marketing services platform, and its Westwood One network that provides syndicated radio programming. Improved operations following the change in management at the end of 2015 also support the ratings. While revenue was up slightly during the past year, EBITDA improved materially from lower costs and high margin political advertising dollars in an election year. The Westwood One division has continued to improve following several years of decline. Cumulus has also continued to pay down debt with free cash flow and is projected to pay down debt with proceeds from a pending asset sale. Moody's expects that Cumulus will consider additional deleveraging transactions going forward. The SGL-2 Speculative Grade Liquidity Rating reflects $15 million of cash on the balance sheet as of Q1 2019 and access to a $50 million ABL facility due August 2023 that is not rated by Moody's. There is no balance outstanding on the ABL facility, except for $4 million of letters of credit. Cumulus spent $26 million in capex as of LTM Q1 2019. Free cash flow (FCF) as a percentage of debt was minimal during the same period, but Moody's estimates FCF will improve to approximately $70 million by the end of 2019 from about $10 million in the LTM ending Q1 2019. Pro forma interest coverage is expected to be about 3.0x as of Q1 2019. Asset sale proceeds and free cash flow in 2019 are projected to be directed to debt repayment. The term loan is covenant lite. Moody's expects that Cumulus will remain in compliance with its covenants for its ABL revolver. The term loan matures in 2022 and it will be important for the company to address the remaining maturity in a timely manner. The stable outlook reflects Moody's view that revenue will be relatively flat, but EBITDA will decline in the mid to high single digit percentage range by the end of 2019 due to a decline in high margin political ad spend in a non-election year and challenging conditions in local radio ad revenue. However, free cash flow is expected to be directed to debt repayment which will offset part of the impact on leverage levels. Moody's projects leverage will increase slightly to approximately 5.2x by the end of 2019. Additional asset sales have the potential to lead to further deleveraging. An upgrade could occur if Cumulus generated positive organic revenue growth overall as well as in its radio station division with expanding margins, and debt-to-EBITDA leverage sustained below 4.5x (excluding Moody's standard lease adjustments). Free cash flow as a percentage of debt over 10% and a good liquidity position would also be required with a financial policy consistent with a higher rating. Ratings could be downgraded if performance were to deteriorate due to secular pressures, competition, or economic weakness so that debt-to-EBITDA leverage increased above 5.75x (excluding Moody's standard lease adjustments). A deterioration in liquidity or negative free cash flow could also lead to negative rating pressure. The principal methodology used in these ratings was Media Industry published in June 2017. Headquartered in Atlanta, GA, Cumulus Media New Holdings Inc. is one of the largest radio broadcasters in the U.S. with approximately 428 stations in 87 markets, a nationwide network serving approximately 8,000 broadcast affiliates, and numerous digital channels. Cumulus emerged from Chapter 11 bankruptcy protection in June 2018. The company reported $1.1 billion of net revenue during the LTM period ending in Q1 2019. CURE PHARMACEUTICAL: Needs More Capital to Remain as Going Concern ------------------------------------------------------------------ CURE Pharmaceutical Holding Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $10,034,859 on $74,500 of total revenues for the three months ended March 31, 2019, compared to a net loss of $1,908,512 on $105,014 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $5,301,473, total liabilities of $5,456,344, and $154,871 in total stockholders' deficit. The Company said, "For the year ended December 31, 2018, the auditors' opinion contained a going concern paragraph, which stated that the Company had an accumulated deficit, working deficit and net loss. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the issuance of the financial statements. "The Company has an accumulated deficit balance as of March 31, 2019. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. The Company is continually analyzing its current costs and is attempting to make additional cost reductions where possible. We expect that we will continue to generate losses from operations throughout the remainder of 2019. "Historically, the Company has had operating losses and negative cash flows from operations which cast significant doubt upon the Company's ability to continue as a going concern. The Company will need to raise capital in order to fund its operations. This need may be adversely impacted by uncertain market conditions and changes in the regulatory environment. To address its financing requirements, the Company intends to seek financing through debt and equity issuances to existing stockholders. "Specifically, management has identified that a minimum of $4,000,000 of capital is needed over the next 12 months in order sustain operations. These capital needs take into account, among other things, management's plans to advance intellectual property, maintenance of patents, upgrades for manufacturing and to hire personnel for business development. Management has outlined a plan to raise $8,000,000 to $10,000,000 in capital over the next 12 months through a merger and $1,000,000 to $2,000,000 through the issuance of shares of the Company's common stock to accredited investors. Management believes that the capital raised through these methods will be sufficient to sustain operations for the next 12 to 18 months. If we cannot raise additional funds when we need or want them, our operations and prospects could be negatively affected. However, the outcome of these matters cannot be predicted with certainty at this time. "The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/cvzGZF CURE Pharmaceutical Holding Corp., an integrated drug delivery and development company, focuses on improving drug efficacy, safety, and the patient experience through its proprietary drug dosage forms and delivery systems. It develops and manufactures CUREfilm, a patented and proprietary delivery system. The company is developing an array of products in cutting-edge delivery platforms and partners with biotech and pharmaceutical companies. It also focuses on advancing various therapeutic categories, including the pharmaceutical cannabis sector with partnerships in the United States, Canada, Israel, Germany, and other markets. The company was founded in 2011 and is headquartered in Oxnard, California. CYTORI THERAPEUTICS: Will Present New Strategic Direction --------------------------------------------------------- Cytori Therapeutics, Inc., will provide a live webcast to discuss its continued transformation efforts following two recent asset sales and highlight key anticipated milestones on June 19, 2019 at 4:15 PM Eastern Time. The dial-in information is as follows: Dial-In Number: +1.877.402.3914 Conference ID: 9699923 Prior to the webcast, the Company will issue a press release containing pertinent information. The webcast will be available both live and by replay two hours after the call in the "Webcasts" section of the company's investor relations website. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs and autologous adipose-derived regenerative cell (ADRC) therapies within its Nanomedicine and Cell Therapy franchises, respectively. Cytori Nanomedicine is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents, which may enable the effective delivery of the agents to target sites while reducing systemic toxicity. The Cytori Nanomedicine product pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of March 31, 2019, Cytori had $24.61 million in total assets, $20.75 million in total liabilities, and $3.85 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. CYTOSORBENTS CORP: Hikes Authorized Common Shares to 100 Million ---------------------------------------------------------------- CytoSorbents Corporation filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 12, 2019. At the 2019 Annual Meeting of Stockholders of CytoSorbents held on June 4, 2019, the Company's stockholders authorized the Company's Board of Directors to amend and restate the Company's First Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock of the Company from 50,000,000 shares to 100,000,000 shares and to increase the total number of authorized shares of capital stock of the Company from 55,000,000 shares to 105,000,000. About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb is approved in the European Union with distribution in 55 countries around the world, as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" that could otherwise cause massive inflammation, organ failure and death in common critical illnesses. These are conditions where the risk of death is extremely high, yet no effective treatments exist. Cytosorbents reported a net loss of $17.21 million for the year ended Dec. 31, 2018, compared to a net loss of $8.46 million for the year ended Dec. 31, 2017. As of March 31, 2019, Cytosorbents had $30.99 million in total assets, $15.97 million in total liabilities, and $15.01 million in total stockholders' equity. WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's auditor since 2004, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company sustained net losses for the years ended Dec. 31, 2018, 2017 and 2016. Further, the Company believes it will have to raise additional capital to fund its planned operations for the twelve month period through March 2020. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. D&M CAPITAL: Seeks to Hire Rattet PLLC as Legal Counsel ------------------------------------------------------- The D&M Capital Group, LLC seeks authority from the U.S. Bankruptcy Court for Southern District of New York to hire Rattet PLLC as its legal counsel. The services to be rendered by Rattet are: a. advise the Debtor of its powers and duties in the continued management of its property and affairs; b. negotiate with creditors of the Debtor, work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. advise the Debtor in connection with any potential refinancing of its secured debt and potential sale of its business; e. represent the Debtor in connection with obtaining post-petition financing; and f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization. The firm's hourly rates are: Attorneys $400 - $650 Paraprofessionals $150 Robert Leslie Rattet, Esq., at Rattet, assured the court that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert Leslie Rattet, Esq. Rattet PLLC 202 Mamaroneck Avenue, Suite 300 White Plains, NY 10601 Tel: 914-381-7400 Fax: 914-381-7406 Email: rrattet@rattetlaw.com The D&M Capital Group LLC The D&M Capital Group, LLC, which owns and operates a jewelry, luggage, and leather goods store, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-11711) on May 28, 2019. In the petition signed by Moty Spector, manager, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Robert Leslie Rattet, Esq., at Rattet PLLC, represents the Debtor as counsel. DATA STORAGE: 1Q 2019 Financial Results Cast Going Concern Doubt ---------------------------------------------------------------- Data Storage Corporation filed its quarterly report on Form 10-Q, disclosing net income of $52,538 on $2,001,281 of sales for the three months ended March 31, 2019, compared to a net income of $16,148 on $1,949,524 of sales for the same period in 2018. At March 31, 2019, the Company had total assets of $7,670,037, total liabilities of $5,870,007, and $1,800,030 in total stockholders' equity. Chief Executive Officer Charles M. Piluso said "The Company had net income of US$52,538 for the three months ended March 31, 2019. As of March 31, 2019, we had cash of US$255,395 and a working capital deficiency of US$2,415,587. As a result, these conditions raised substantial doubt regarding our ability to continue as a going concern. During the three months ended March 31, 2019, the Company generated cash from operations of US$227,765. Revenue growth coupled with improved gross margins and control of expenses leads management to conclude that it is probable that the Company's cash resources will be sufficient to meet our cash requirements through May 20, 2020. If necessary, management also determined that it is possible that related party sources of debt financing could be obtained based on management's history of being able to raise and refinance debt through related parties. As a result of both management's plans and current favorable trends in improving cash flow, the Company concluded that the initial conditions which raised substantial doubt regarding the ability to continue as a going concern have been alleviated. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/cmeUQ3 Data Storage Corporation provides disaster recovery, business continuity, cloud storage, and compliance solutions primarily in the United States. The company's solutions assist organizations in protecting their data, minimize downtime, and ensure regulatory compliance. Its solutions include infrastructure-as-a-service, data backup, recovery and restore, and data replication services; email archival and compliance; eDiscovery; continuous data protection; data de-duplication; and virtualized system recovery, as well as hybrid cloud services. The company offers its solutions and services to businesses in healthcare, banking and finance, distribution services, manufacturing, construction, education, and government sectors. Data Storage Corporation is headquartered in Melville, New York. DECOR HOLDINGS: Olshan Frome Represents 3 Suppliers --------------------------------------------------- Olshan Frome Wolosky LLP, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, submitted a verified statement in connection with its representation of multiple creditors in the chapter 11 cases of Decor Holdings Inc., et al.: 1. Valdese Wavers LLC 1000 Perkins Road SE Valdese, NC 28690 * Approximately $2,600,000 arising from sale of inventory to the Debtor. 2. Europatex Inc. 301 Summit Avenue Jersey City, NJ 07306 * $90,294 arising from sale of inventory to the Debtors. 3. Euro Cargo Express, Inc. 20 East Sunrise Highway Valley Stream, NY 11581 * Approximately $60,000 logistical and import services provided to the Debtor. Each of the Entities holds, or may hold, claims and/or interests in the Debtors arising by virtue of contractual, statutory and/or common law rights with or against the Debtors, and/or by operation of law. Counsel can be reached at: Michael S. Fox, Esq. Jonathan Koevary, Esq. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, NY 10019 Tel: 212-451-2300 About Robert Allen Duralee Group The Robert Allen Duralee Group -- https://www.robertallendesign.com/ -- is a supplier of decorative fabrics and furniture to the design industry in the United States. In addition to their own extensive product lines, the Robert Allen Duralee Group represents six other furnishing companies, including Paris Texas Hardware, The Finial Company, Clarke & Clarke, Thibaut and Byron & Byron. The Robert Allen Duralee Group maintains showroom premises located in major metropolitan cities across the United States and Canada, and an extensive worldwide agent showroom network that collectively service more than 30 countries around the globe. Decor is a privately-owned company with headquarters in Hauppauge, New York. The Robert Allen Duralee Group, Inc., and 4 related entities, including ultimate parent Decor Holdings, Inc., sought Chapter 11 protection on Feb. 12, 2019. The lead case is In re Decor Holdings, Inc. (Bankr. E.D.N.Y. Lead Case No. 19-71020). Decor Holdings estimated assets of $50 million to $100 million and liabilities of $50 million to $100 million as of the bankruptcy filing. The Hon. Robert E. Grossman is the case judge. The Debtors tapped Hahn & Hessen LLP as counsel; Halperin Battaglia Benzija, LLP, as special counsel; RAS Management Advisors, LLC, as restructuring advisor; Blum Shapiro as tax advisor; SSG Capital Advisors, LLC, as investment banker; Great American as sales agent; and Omni Management Group, Inc., as claims agent. DENNIS L. PERRY - GBC: Case Summary & 19 Unsecured Creditors ------------------------------------------------------------ Debtor: Dennis L. Perry - GBC, Inc. dba TS Performance 851 Lovers Lane Bowling Green, KY 42103 Business Description: Dennis L. Perry - GBC, Inc. manufactures various kinds of machinery used in agriculture, mining, construction, etc. Chapter 11 Petition Date: June 13, 2019 Court: United States Bankruptcy Court Western District of Kentucky (Bowling Green) Case No.: 19-10581 Judge: Hon. Joan A. Lloyd Debtor's Counsel: Mark H. Flener, Esq. MARK H. FLENER P.O. Box 8 1143 Fairway Street, Suite 101 Bowling Green, KY 42102-0008 Tel: (270) 783-8400 Fax: (270) 783-8873 E-mail: mark@flenerlaw.com mflener@bellsouth.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis L. Perry, owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/kywb19-10581.pdf DIFFUSION PHARMACEUTICALS: Stockholders Elect Five Directors ------------------------------------------------------------ At the 2019 Annual Meeting of Stockholders of Diffusion Pharmaceuticals Inc. which was held on June 13, 2019, the stockholders elected David G. Kalergis, John L. Gainer, Ph.D., Robert Adams, Mark T. Giles, and Alan Levin to serve as directors until the Company's 2020 Annual Meeting of Stockholders or until their respective successors are elected and qualified. The stockholders also ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2019, and approved, on an advisory basis, the compensation of the Company's named executive officers during the year ended Dec. 31, 2018. As of June 13, 2019, the Company's cash and cash equivalents, net of accounts payable, were approximately $8.3 million. About Diffusion Pharmaceuticals Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc. -- http://www.diffusionpharma.com/-- is biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss attributable to common stockholders of $26.62 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $2.61 million for the year ended Dec. 31, 2017. As of March 31, 2019, Diffusion had $15.98 million in total assets, $3.03 million in total liabilities, and $12.95 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, the Company's auditor since 2015, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern. DITECH HOLDING: Exclusivity Period Extended Until Aug. 10 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended the period during which Ditech Holding Corporation and its affiliates have the exclusive right to file a Chapter 11 plan through Aug. 10, and to solicit acceptances for the plan through Oct. 9. The companies on May 10 filed their latest plan, which incorporates the terms of the global settlement they entered into with the ad hoc term lender group and the official committee of unsecured creditors. The agreement resolves the objections of the committee and provides cash recoveries to holders of general unsecured claims. The bankruptcy court approved the companies' disclosure statement on May 10, allowing them to solicit acceptances for the plan from creditors. The hearing to confirm the plan is scheduled for June 20. About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The committee is represented by Quinn Emanuel Urquhart & Sullivan, LLP. DITECH HOLDING: Foley & Lardner Represents Corelogic, Xome ---------------------------------------------------------- Foley & Lardner LLP, in an F.R.B.P. Rule 2019 verified statement, disclosed its representation of multiple creditors of Ditech Holding Corporation, et al.: a. Corelogic Tax Services Corelogic Information Solutions 40 Pacifica, Suite 900 Irvine, CA 92618, Corelogic has a claim of $1,955,867, based on the Debtors' list of top 40 creditors. b. Xome Holdings LLC Xome Valuation Services LLC 750 Highway 121 BYP, Suite 100 Lewisville, TX 75067. Xome's claim amount is yet to be calculated. Corelogic retained Foley in February 2019 to represent it in matters related to the Chapter 11 proceeding. Xome retained Foley in March 2019. Counsel can be reached at: Katherine R. Catanese, Esq. FOLEY & LARDNER LLP 90 Park Ave. New York, NY 10016- 1314 Telephone: (212) 682-7474 Facsimile: (212) 687-2329 E-mail: kcatanese@foley.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The committee is represented by Quinn Emanuel Urquhart & Sullivan, LLP. DITECH HOLDING: Kirkland Represents Term Loan Group --------------------------------------------------- In connection with the Chapter 11 cases of Ditech Holding Corp., et al., Kirkland & Ellis LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with K&E's representation of the Term Loan Ad Hoc Group. Members of the Term Loan Ad Hoc Group hold, or that act as investment manager of or advisor to certain funds, controlled accounts, and/or other entities that is a lender, that is party to a Second Amended and Restated Credit Agreement, dated as of Feb. 9, 2018 by and among Ditech Holding Corporation, as borrower, Credit Suisse AG, as administrative agent and collateral agent, and the lenders party thereto. As of March 13, 2019, the amount of disclosable interests held by members of the Group are: 1. Barclays Bank PLC1 745 7th Avenue, 2nd Floor New York, NY 10019 * $45,714,676.00 of Term Loans * $3,733,061.00 of Second Lien Notes 2. Carlson Capital, L.P. U.S. Bank 190 S. LaSalle Street, 8th Floor Chicago, IL 60603 2100 McKinney Avenue, Suite 1800 Dallas, TX 75201 * $47,618,707.69 3. Credit Suisse Asset Management, LLC Eleven Madison Avenue New York, NY 10010 * $145,501,869 4. Eaton Vance Management 2 International Place Boston, MA 02110 * $102,578,425.94 5. Glendon Capital Management, L.P. 1620 26th Street, Suite 2000N Santa Monica, 90404 * $38,608,758.78 6. Graham Capital Management, L.P. 40 Highland Avenue Rowayton, CT 06853 * $17,309,500.98 7. Highland Capital 300 Crescent Court, Suite 700 Dallas, TX 75201 * $49,105,317.21 8. J.H. Lane Partners Master Fund, LP 126 East 56th Street, Suite 1620 New York, NY 10022 * $7,828,586.77 9. Marathon Capital Management L.P. Marathon Asset Management, L.P. One Bryant Park 38th Floor New York, NY 10036 * $6,293,535.56 10. MJX Asset Management LLC 12 East 49th Street, 38th Floor New York, NY 10017 * $5,087,537.65 11. Nomura Corporate Funding Americas, LLC Worldwide Plaza 309 West 49th Street New York, NY 10019-7316 * $23,113,512.69 12. Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Floor Los Angeles, CA 90071 * $14,936,902.71 13. OCO Capital Partners LP 810 Seventh Avenue, 33rd Floor New York, NY 10019 * $30,443,873 of Term Loans * $51,917,223 of Second Lien Notes 14. Omega Operating LLC 810 Seventh Avenue, 33rd Floor New York, NY 10019 * $38, 661,196.89 of Term Loans * $41,017,186.00 of Second Lien Notes 15. Och-Ziff Holding Corporation OZ Management LP 9 W 57th Street New York, NY 10019 * $43,122,151 16. Symphony Asset Management LLC 555 California Street San Francisco, CA 94104 * $84,244,544.81 17. TAO Fund, LLC 2100 McKinney Avenue Suite 1030 Dallas, TX 75201 * $60,687,252.00 18. York Capital Management Global Advisors, LLC 767 5th Avenue, 17th Floor New York, NY 10153 * $12,151,207.61 Counsel to the Term Loan Ad Hoc Group Patrick J. Nash, Jr., P.C. John R. Luze KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The committee is represented by Quinn Emanuel Urquhart & Sullivan, LLP. DOUGHERTY'S PHARMACY: Needs More Funds to Remain as Going Concern ----------------------------------------------------------------- Dougherty's Pharmacy, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $498,000 on $7,767,000 of revenue for the three months ended March 31, 2019, compared to a net loss of $266,000 on $9,455,000 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $12,608,000, total liabilities of $15,006,000, and $2,398,000 in total stockholders' deficit. President and Chief Financial Officer Stewart I. Edington states, "We anticipate that our principal sources of liquidity will only be sufficient to fund our activities and debt service needs through January 1, 2020. In order to have sufficient cash to fund our operations, we will need to significantly increase our revenues or raise additional equity or debt capital by January 1, 2020 in order to continue as a going concern, and we cannot provide any assurance that we will be successful in doing so." A copy of the Form 10-Q is available at: https://is.gd/bLdJHX Dougherty's Pharmacy, Inc., focuses on acquiring, managing, and growing community based pharmacies in the Southwest Region of the United States. Its flagship store is Dougherty's Pharmacy, a turn-key multi-service pharmacy located in Dallas, Texas. The company was formerly known as Ascendant Solutions, Inc. and changed its name to Dougherty's Pharmacy, Inc. in May 2017. Dougherty's Pharmacy was founded in 1929 and is based in Dallas, Texas. DROPCAR INC: Accumulated Deficit Casts Going Concern Doubt ---------------------------------------------------------- DropCar, Inc., filed its quarterly report on Form 10-Q/A, disclosing a net loss of $4,480,735 on $1,692,075 of service revenues for the three months ended March 31, 2018, compared to a net loss of $392,107 on $638,558 of service revenues for the same period in 2017. At March 31, 2018, the Company had total assets of $17,060,471, total liabilities of $4,945,724, and $12,114,747 in total stockholders' equity. The Company has a limited operating history and the sales and income potential of its business and market are unproven. As of March 31, 2018, the Company has an accumulated deficit of $14.1 million and has experienced net losses each year since its inception. The Company anticipates that it will continue to incur net losses into the foreseeable future and will need to raise additional capital as it continues. The Company's cash may not be sufficient to fund its operations into the second quarter of 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern within twelve months following the date of the filing of the Form 10-Q. A copy of the Form 10-Q/A is available at: https://is.gd/J7Cer4 DropCar, Inc. provides automotive vehicle support, fleet logistics, and concierge services for consumers and businesses in automotive-related industries. The company offers Vehicle Assistance and Logistics (VAL) platform and mobile application (app) to assist consumers and automotive-related companies. Its VAL platform is a Web-based interface that facilitates service by coordinating the movements and schedules of valets who pick up and drop off cars at dealerships, customer, and other locations; and app tracks progress and provides real-time email and/or text notifications on status to customers. The company operates business-to-consumer services within the greater New York City metropolitan area and operates business-to-business services across the greater New York City metropolitan area, New Jersey, Washington D.C., Baltimore, Los Angeles, and San Francisco. DropCar, Inc. is based in New York, New York. EDWARD JONES: J.F. Buying 3 Chattanooga Properties for $108K ------------------------------------------------------------ Edward Grant Jones and Carolyn Goolsby Jones ask the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize their sale of the following real properties: (i) 5948 Hancock Road, Chattanooga, Tennessee, Tax Map Parcel 149P A 018; (ii) 5950 Hancock Road, Chattanooga, Tennessee, Tax Map Parcel 148P A 019.01; and (iii) 6002 Hancock Road, Chattanooga, Tennessee, Tax Map Parcel 148P A 019, to J.F. Estate, Inc. for a total purchase price of $108,257. The estate or the Debtor(s) will also receive the following additional consideration: (a) proceeds from the sell will be paid to the respective lienholders listed above to release their liens; (b) prorated property taxes to be paid at closing; (c) the sale is to be made by private sale with the terms and conditions of the sale are as set out on the attached Purchase and Sale Agreement; (d) any remaining proceeds to be retained and dealt with in the chapter 11 Plan -- to wit, said proceeds will be paid to Creditors FSG Bank, N.A. / Atlantic Capital, Brenda Lawson & Associates, LLC, to release their recorded lien / Deed of Trust, recorded March 16, 2011 (Book GI 9367, Page 767); and (e) the sale will take place 40 to 45 days from the April 4, 2019 execution date of the attached Offer to Purchase Real Estate Agreement. The sale is a "seller-financed" sale whereby the Purchaser will pay $108,257, with $50,000 cash due at closing, with the deferred balance of $58,157 represented by note(s) bearing 0% interest per annum, secured by lien and deed of trust on said property to be paid as follows: $25,000 on 60 days after closing, $25,000 on 120 days after closing, and $8,257 to be paid on 150 days of closing. Those holding interests in the property, the nature of their interests, and the amounts of their claims are: a. 6002 Hancock (Rental): Ocwen Loan Servicing (Claim # 28), (Mortgage) - $61,221; b. 5950 Hancock (Rental): (i) Fay Servicing, L.L.C. c/o Citibank, N.A (Claim # 33), (Mortgage) - $24,796; (ii) FSG Bank, N.A. / Atlantic Capital, Brenda Lawson & Associates, L.L.C. (Deed of Trust All Properties, Unconditional Guaranty (Recorded 3/16/2011) (GI 9367 767) - $1.2 million; (iii) Healthcare Services Credit Union (Judgment Lien (Claim # 5) (Recorded 9/2/2014) (GI 10292 539)) - $11,165; (iv) American Express National Bank / Centurion Bank (Judgement Lien (Claim # 16) (Recorded 8/29/2016) (GI 10837 868)) - $9,545; (v) Bank of America, N.A. (Judgment Lien (Recorded 9/5/2017) (GI 11145 665)) - $13,610; (vi) Tennessee Valley Credit Union (Judgment Lien (Claim # 17) (Recorded 2/2/2018) (GI 11263 676)) - $17,312; and (vii) Endodontic Group, P.C. (Judgment Lien (Claim # 18) (Recorded 2/2/2018) (GI 11263 678)) - $1,056 If the grounds for selling the property free and clear of an interest is something other than that the interest holder consents to the sale, the movants provide the following additional explanation: There is insufficient equity in said property to secure interest in any liens other than Ocwen Loan Servicing (6002 Hancock), Fay Servicing, LLC c/o Citibank, N.A. (5950 Hancock), and FSG Bank, N.A. / Atlantic Capital, Brenda Lawson & Associates, LLC (all properties). A hearing on the Motion is set for May 23, 2019, at 1:00 p.m. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Edward_Jones_151_Sales.pdf Counsel for the Debtors: W. Thomas Bible, Jr., Esq. LAW OFFICE OF W. THOMAS BIBLE, JR. 6918 Shallowford Road, Suite 100 Chattanooga, TN 37421 Telephone: (423) 424-3116 Facsimile: (423) 553-0639 E-mail: tom@tombiblelaw.com The Chapter 11 case is In re Edward Grant Jones and Carolyn Goolsby Jones (Bankr. E.D. Tenn. Case No. 18-11658). EFS COGEN: S&P Affirms 'BB-' Debt Rating; Outlook Stable -------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' debt ratings on EFS Cogen Holdings I LLC (EFS Cogen). "We are, however, lowering our recovery rating on the company's debt to '2' from '1', as we now believe that there will be slightly more outstanding debt in a default scenario than we did in our previous review," the rating agency said. EFS Cogen is a special-purpose, bankruptcy-remote entity that owns two gas-fired, combined-cycle cogeneration facilities at the site of the Phillips 66 Bayway Refinery in Linden, N.J. The assets are the 778 megawatt (MW) Linden 1-5 facility, completed in May 1992, and the 165 MW Linden-6 facility, completed in January 2002. Linden 1-5 sells power on a merchant basis into the New York Independent System Operator (NYISO) Zone J market, and sells steam to Infineum USA LP and Phillips 66 under long-term contracts that expire in April 2032. Linden 6 provides power for the Phillips 66 Bayway Refinery, selling up to 165MW of electricity to Philips 66, with any electricity not utilized by Phillips 66 sold on a merchant basis into the Pennsylvania-New Jersey-Maryland Interconnection LLC (PJM). Linden 6 also sells 20 MW of electric capacity on a merchant basis into PJM. Linden 6 produces less than 10% of the project's total cash flow. (1) The project has access to natural gas via two interstate pipelines, Transcontinental Gas Pipe Line Co. LLC (Transco) and Texas Eastern Transmission LP (Tetco), in which they can choose the cheapest option, which is currently Tetco. EFS Cogen also benefits from dual-fuel capabilities, which allow it to run in the event that gas is curtailed. (2) High barriers to entry in the region should enable the project to sustain relatively high capacity factors, even as the asset ages. S&P also believes that high barriers to entry in the region will limit the ability of potential competitors to displace the asset in the supply stack. (3) Exposure to merchant revenues, which represent more than 50% of total revenues as per S&P's projections (excluding capacity revenues). Power prices are volatile, depending on demand/supply and weather conditions, adding uncertainty on the transaction. In addition, although the project receives capacity payments, they have proven to be very volatile and are cleared only one season in in advance (compared to other markets such as PJM in which auctions are three years in advance), making these payments difficult to predict. (4) Exposure to refinancing risk. As with most term loan B structures, the project will not have sufficient cash flow available for debt service (CFADS) and cash on hand to repay all debt by maturity, exposing the project torefinancing risk. (5) Demand growth in Zone J has tapered off somewhat, and if this continues, it could lead to continued weak spark spreads, weak capacity prices and softer cash flows. This could further raise refinancing risk. Additional softening could also prompt S&P to take a negative rating action, as it did in June 2018. After weak financial performance in 2018 and the first quarter of 2019, S&P expect sparks spreads and capacity prices to recover, leading to improved credit metrics in 2020. The rating agency's previous expectations of weak financial performance in 2018 and first-quarter 2019 materialized, driven by low spark spreads, weak capacity prices, and lower than expected capacity factors. Because of this, S&P downgraded the project's ratings in June 2018. The rating agency now expects, in line with future curves and internal projections, that power and capacity prices in Zone J will gradually recover, strengthening the project's credit metrics. "The stable outlook reflects our expectations that the EFS Cogen spark spreads will gradually increase in the upcoming few years, and that capacity prices in Zone J will recover from recent low prices in winter 2019. We expect capacity factors of around 70%, and the project to achieve a minimum DSCR of around 1.45x in 2019, increasing thereafter with an average of more than 2x," S&P said. Downside ratings pressure could result from declining market prices or persistent operating difficulties such as low availability factors or heat rate degradation that leads to minimum DSCRs under 1.3x and heightened refinancing risk, according to the rating agency. S&P said it could consider a higher rating or a positive outlook if the NYISO Zone J capacity market improved considerably or spark spreads widened, resulting in the project sweeping more cash than expected and reaching DSCRs above 2.0x persistently throughout the remaining life of the asset. ELK PETROLEUM: Morris Nichols Represents EPI Preferred Holders -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Morris, Nichols, Arsht & Tunnell LLP provided notice that it is representing the members of the group hold Series A Preferred Stock in the Chapter 11 cases of ELK Petroleum, Inc., et al. As of June 6, 2019, the members of the EPI Preferred Holders Group and their disclosable interests are: 1. LIM Asia Special Situations Master Fund Limited c/o LIM Advisors Limited 19th Floor, Ruttonjee House 11 Duddell Street Hong Kong * 10,283 shares of Series A Preferred Stock 2. ACR Alpine Capital Research, LLC As Advisor to the ACR Multi-Strategy Quality Return (MQR) Fund, A Series of Investment Management Series Trust II, A Delaware Statutory Trust ACR Alpine Capital Research 830 Morris Turnpike, 4th Floor Short Hills, NJ 07078 * 3,073 shares of Series A Preferred Stock 3. Fulcrum Energy Capital Fund II, LLC c/o Morse Energy Capital Partners 410 17th Street #1110 Denver, CO 80202 * 2,048 shares of Series A Preferred Stock In addition, Counsel is informed by representatives of LASSMF that, as of June 6, 2019, LIM Asia Special Situations Master Fund Limited holds the beneficial interest in 155,586,610 common shares of Elk Petroleum Ltd – ABN 38 112 566 499, which is the subject of a voluntary joint administration proceeding commenced on May 15, 2019. In early May 2019, ACR Alpine Capital Research, LLC, as advisor to the ACR Multi-Strategy Quality Return Fund, a Series of Investment Management Series Trust II, a Delaware statutory trust, retained Morris Nichols as counsel in connection with certain disputes arising out of its holdings of Series A Preferred Stock. Thereafter, in mid-May 2019, Fulcrum Energy Capital Fund II, LLC, and LIM Asia Special Situations Master Fund Limited also retained Morris Nichols as their counsel in connection with disputes arising out of their holdings of Series A Preferred Stock. The Firm can be reached at: MORRIS, NICHOLS, ARSHT & TUNNELL LLP R. Judson Scaggs, Jr., Esq. Eric D. Schwartz, Esq. Gregory W. Werkheiser, Esq. Thomas W. Briggs, Jr., Esq. Zi-Xiang Shen, Esq. Joseph C. Barsalona II, Esq. 1201 North Market Street Wilmington, DE 19801 Tel.: (302) 658-9200 A copy of the Rule 2019 filing is available at PacerMonitor.com at https://is.gd/3ff16F About ELK Petroleum Elk Petroleum -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-11157) on May 22, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC as restructuring advisor; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc. as claims and noticing agent. EMPIRE GENERATING: Claim Filing Deadline Set for July 8 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set July 8, 2019, at 5:00 p.m. (Prevailing Eastern Time) as the date and time for each person or entity to file proofs of claim against Empire Generating Co. LLC and its debtor-affiliates. All proofs of claim must submitted on or before the bar date by either: (i) electronically using the interface available on the notice and claims agent's website at https://omimgt.com/empirepocsubmissions, or (ii) first-class U.S. mail, overnight mail, or other hand-delivery system, which proof of claim must be include an original signature, at: Empire Claims Processing Center c/o Omni Management Group 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 About Empire Generating Empire Generating Co LLC engages in the generation and sale of natural gas fired electricity in New York. It owns and operates a power plant in Rensselaer, New York. Empire Generating is ultimately owned by non-debtor TTK Power, LLC, which in turn is indirectly owned by three sponsors: Tyr TTK Power, LLC ("Tyr"), KPIC USA, LLC ("Kansai") and TG TTK Power, LLC Empire Generating Co, LLC, Empire Gen Holdco, LLC, Empire Gen Holdings, LLC, and TTK Empire Power, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-23007) on May 19, 2019. Empire Generating estimated assets and liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Steinhilber Swanson LLP as counsel; RPA Advisors as financial advisor and OMNI Management Group, Inc. as claims agent. ESPINOSA GROUP: Seeks to Hire Scura Wigfield as Legal Counsel ------------------------------------------------------------- The Espinosa Group Inc. seeks authority from the U.S. Bankruptcy Court District of New Jersey to hire Scura, Wigfield, Heyer, Stevens & Cammarota, LLP as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties in the operation of its business and representation in adversary proceedings. Scura Wigfield will be paid at these hourly rates: Partners $425 Associates $375 Paralegals $175 The firm will also be reimbursed for work-related expenses incurred. David Stevens, Esq., a partner at Scura Wigfield, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Scura Wigfield can be reached at: David L. Stevens, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: (973) 696-8391 About The Espinosa Group Inc. The Espinosa Group Inc., a privately held company in the non-residential building construction industry, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-20649) on May 28, 2019. In the petition signed by Juan Espinosa, executive vice president and general counsel, the Debtor estimated $50,000 in asset and $1 million to $10 million in liabilities. David L. Stevens, Esq., at Scura, Wigfield, Heyer, Stevens & Cammarota, LLP represents the Debtor as counsel. FALCON V: Taps KPMG as Tax Consultant ------------------------------------- Falcon V LLC and its affiliates received interim approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire KPMG LLP as tax consultant. KPMG will provide these tax consulting services to evaluate tax issues related to the Debtors' disclosure statement and joint Chapter 11 plan of reorganization: a. analyse any Section 382 issues, including a sensitivity analysis to reflect the Section 382 impact of the proposed equity transactions pursuant to the Debtors' plan and analysis of Sections 382(l)(5) and (l)(6), if relevant; b. analyse "net unrealized built-in gains and losses" and notice 2003-65 as applied to the ownership change, if any, resulting from or in connection with the plan; c. analyse cancellation of debt ("COD") income, including the application of Section 108 and related regulations relating to the restructuring of non-intercompany debt as well as the potential capitalization or settlement of the tax receivable agreement, if any; d. analyse allocation of COD income or other gains triggered by the plan in accordance with the principles of Section 704(b) and 704(c); e. analyse debt allocation in accordance with Section 752 and underlying regulations based on current structure and the options provided by management; f. analyse the application of the attribute reduction rules under Section 108(b), including a benefit analysis of Section 108(b)(5) and 1017(b)(3)(D) elections; g. cash tax modeling, including estimated taxable income for historical owners as a result of the plan and any related cash distributions (including estimated tax distributions) and assist in calculating the impacts of such distributions on credit facilities for tax planning purposes; h. analyse the tax implications of any disposition of assets pursuant to the plan; i. analyse potential bad debt and retirement tax losses; j. provide tax advisory services related to any potential merger or acquisition with third parties, including due diligence and structuring; k. transact cost analysis; l. provide any other tax consulting services related to the plan; m. provide observations and recommendations on the tax profile of the intended resulting operating structure in connection with the execution of the plan and any transaction documents, including intercompany agreements, tax receivable agreements, financing and management incentive plans; n. evaluate structural alternatives and prepare a set of structure slides to outline the tax steps needed to be taken to meet the desired tax transaction end state in a variety of potential scenarios (in coordination with Debtors' counsel); o. comment on drafts of the transaction agreements; p. comment on draft disclosures related to tax matters, including the company’s potential tax receivable agreement and tax provision, if applicable; q. participate with management in discussions with the tax counsel for creditors and other third parties from a tax structuring perspective; r. comment on draft presentations describing the plan prepared by the Debtors' and their advisors, with focus on tax matters; s. prepare technical memoranda to summarize the tax transaction structure and document the resolution of significant tax matters that may arise over the course of the engagement; and t. at the Debtor's request, provide tax advice or assistance with respect to other tax matters associated with the plan, post-confirmation business activities or operation of the structure. The firm will also provide tax compliance and other tax consulting services, which include the preparation of tax returns and supporting schedules, and preliminary engagement planning activities related to the tax returns. The discounted hourly rates for KPMG's tax consulting services are: Partner/Managing Director $744 Senior Manager/Director $648 Manager $504 Senior Tax Associate $372 Tax Associate $276 KPMG has agreed to a fixed fee of $40,000 for the tax compliance services. Olayinka Kukoyi, a partner at KPMG, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Olayinka Kukoyi KPMG LLP 1350 Avenue of the Americas New York, NY 10019 Tel: +1 212 909 5400 Fax: +1 212 909 5155 About Falcon V and ORX Resources Falcon V LLC and ORX Resources LCC are engaged in the oil and gas extraction business. On April 10, 2019, Falcon V and ORX Resources filed voluntary Chapter 11 petitions (Bankr. M.D. La. Lead Case No. 19-10547) . 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. 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. FAUS INTERNATIONAL: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Faus International Inc. d/b/a Mykonos Blue 127-129 West 28th Street New York, NY 10001 Business Description: Faus International Inc. owns and operates Mykonos Blue (www.mykonosbluenyc.com), a Greek restaurant located in Hotel Hayden, in Chelsea. The Company previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code on April 22, 2019 (Bankr. S.D.N.Y. Case No. 19-11236). Involuntary Chapter 11 Petition Date: June 13, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case Number: 19-11957 Judge: Hon. Martin Glenn Petitioners' Counsel: Dawn Kirby, Esq. KIRBY AISNER & CURLEY, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: 914-401-9500 E-mail: dkirby@kacllp.com - and - Zachary S. Kaplan, Esq. SACCOT & FILLAS, LLP 31-19 Newtown Avenue, 7th Floor Astoria, NY 11102 Tel: 718-269-2232 E-mail: zkaplan@saccotfillas.com - and - Thomas Torto, Esq. LAW OFFICE OF THOMAS TORTO 419 Park Avenue South, Suite 406 New York, NY 10016 Tel: 212-532-5881 Fax: 212-481-5851 E-mail: ttorto@tortolaw.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Eleni Vareli PO Box 1681 New York, NY 10150 Ergema LLC PO Box 1681 New York, NY 10150 Yianni Koulouris 36 Sutton Place, South #15A New York, NY 10022 Georgia Anthi Mitrousia PO Box 1681 New York, NY 10150 Western Corp 220 Ingraham Street Brooklyn, NY 11237 SF Consultants LLC 31-19 Newtown Avenue, 7th Floor Astoria, NY 11102 Fantis Foods, Inc. 60 Triangle Blvd. Carlstadt, NJ 07072 Fantis Imports Inc. 60 Triangle Blvd. Carlstadt, NJ 07072 M. Slavin & Sons 800 Food Center Drive Bronx, NY 10474 Chem-Clean Co 33-69 55th Street Woodside, NY 11377 RJ Linen and Uniforms 305 N. Macquesten Pkwy Mount Vernon, NY 10550 A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/nysb19-11957.pdf FIVE STAR: Obtains New $65 Million Senior Secured Credit Facility ----------------------------------------------------------------- Five Star Senior Living Inc. announced the results of its 2019 annual meeting of stockholders held on June 11, 2019 where, among other things, 83.9% of the shares voted were in favor of issuing Five Star common stock to Senior Housing Properties Trust (Nasdaq: SNH) and SNH's shareholders, in satisfaction of the condition to restructuring Five Star's business arrangements with SNH. Katherine Potter, Five Star's president and chief executive officer made the following statement: "With yesterday's vote, we reached an important milestone in completing our transaction with SNH and, when taken in combination with the new $65 million credit facility announced today, we believe these actions further solidify Five Star's long-term financial outlook." "Our plan to complete a one-for-10 reverse stock split is designed to bring Five Star into compliance with Nasdaq listing standards, while allowing Five Star to target a broader group of investors, reduce trading costs for investors and lower administrative costs for the company." As previously announced, pursuant to the transaction agreement regarding the restructuring of Five Star's business arrangements with SNH, effective Jan. 1, 2020, the existing five master leases of 184 senior living communities (19,979 living units) that are leased to Five Star from SNH as well as the existing management agreements and pooling agreements with SNH affecting 77 communities (10,135 living units) will be terminated and replaced with new management agreements for all 261 senior living communities owned by SNH and operated by Five Star. Simultaneous with the conversion, Five Star will issue common stock to SNH and SNH's shareholders such that their ownership of Five Star will be equal to approximately 34% and 51%, respectively, post issuance. At the same time, SNH will reduce Five Star's indebtedness, if any, under the $25 million short term credit facility provided by SNH to Five Star in connection with the restructuring transaction, will assume certain of Five Star's liabilities associated with the converted communities, or make a cash payment to Five Star, all of which, in aggregate, will total $75 million. There are currently no amounts outstanding under the SNH credit facility. Credit Facility In addition, Five Star has reached agreement on a new $65 million senior secured credit facility. The maturity date of the facility is June 12, 2021, which can be extended for a one-year period subject to certain conditions, including the payment of an extension fee. The facility permits Five Star to elect Eurodollar rate advances, which accrue interest at LIBOR plus 250 basis points, or base rate advances, which accrue interest at a base rate plus 150 basis points. In addition, in certain circumstances, maximum commitments and borrowings under the facility may be increased to up to $165 million. Citibank, N.A., and RBC Capital Markets are the Joint Lead Arrangers and Joint Lead Bookrunners for the credit facility. Banks participating in the credit facility are as follows: Institution Facility Title ----------- -------------- Citibank, N.A. Administrative Agent RBC Capital Markets Syndication Agent Wells Fargo Bank, National Association Documentation Agent PNC Bank, National Association Lender UBS AG, Stamford Branch, LLC Lender Reverse Stock Split Five Star also announced its intention to effect a reverse stock split of its issued and outstanding common stock at a ratio of one-for-10. The reverse stock split is currently expected to take effect at approximately 5:00 p.m. Eastern Time on Sept. 30, 2019. Accordingly, if the reverse stock split is completed at the Effective Time, every 10 issued and outstanding shares of the Company's common stock would be converted into one share of common stock. As a result of the reverse stock split, it is expected that the number of outstanding shares of common stock will be reduced from 50,878,492 to 5,087,849 shares. No fractional shares will be issued in connection with the reverse share split. Instead, each stockholder that would otherwise be entitled to receive a fractional share will instead be entitled to receive, in lieu of such fractional share, cash in an amount equal to the relevant percentage of the product of a fraction of a share, multiplied by the closing price per share of our common shares, on a split-adjusted basis, as reported by Nasdaq on Sept. 30, 2019. It is expected that the reverse stock split will bring Five Star in compliance with Nasdaq listing standards. Additional Annual Meeting Results Additional results from Five Star's 2019 Annual Meeting of Shareholders were as follows: Bruce M. Gans, M.D. was re-elected as an Independent Director in Group III. The final tabulation of the percentage of votes cast for this Independent Director. The Stockholders ratified the appointment of RSM US LLP as Five Star's independent registered public accounting firm to serve for the 2019 fiscal year. About Five Star Senior Headquartered in Newton, Massachusetts, Five Star Senior Living Inc. -- http://www.fivestarseniorliving.com/-- is a senior living and healthcare services company. As of March 31, 2019, Five Star operated 284 senior living communities with 31,956 living units located in 32 states, including 208 communities (22,190 living units) that it owned or leased and 76 communities (9,766 living units) that it managed. These communities include independent living, assisted living, continuing care retirement and skilled nursing communities. Five Star is headquartered in Newton, Massachusetts. Five Star incurred a net loss of $74.08 million in 2018, following a net loss of $20.90 million in 2017. As of March 31, 2019, Five Star had $1.86 billion in total assets, $406.61 million in total current liabilities, $1.35 billion in total long term liabilities, and $105.38 million in total shareholders' equity. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 6, 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 has an accumulated deficit of $292.6 million. This raises substantial doubt about the Company's ability to continue as a going concern. FOOTHILLS EXPLORATION: Recurring Losses Cast Going Concern Doubt ---------------------------------------------------------------- Foothills Exploration, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $7,100,395 on $996,819 of revenue for the three months ended March 31, 2019, compared to a net loss of $861,845 on $728,230 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $14,156,425, total liabilities of $24,443,973, and $10,287,548 in total stockholders' deficit. The Company has incurred recurring losses from inception through March 31, 2019, has a working capital deficit at March 31, 2019, of $23,265,998, and has limited sources of revenue. These conditions have raised substantial doubt as to the Company's ability to continue as a going concern for one year from the issuance of the financial statements. To address these matters, the Company is actively meeting with investors for possible equity investments, including business combinations; investigating other possible sources to refinance our existing debt; and in continuing discussions with various individuals and groups that could be willing to provide capital to fund operations and growth of the Company. A copy of the Form 10-Q is available at: https://is.gd/pHZvqL Foothills Exploration, Inc., an independent oil and gas exploration company, engages in the acquisition and development of oil and natural gas properties. Its principal assets are located in the Rocky Mountain region. Foothills Exploration, Inc. is headquartered in Denver, Colorado. FRANKLIN ACQUISITIONS: Trustee's Sale of El Paso Property Withdrawn ------------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas withdrew the sale by Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions, LLC, of the real property, commonly known as 932 Cherry Hill, El Paso, Texas, also known as Lots 35 & Portion of Lot 36, Block 6, Coronado Country Club Estates, City of El Paso, Texas, including improvements, to Bohannon Development Corp. or assigns for $450,000. The Motion was withdrawn on record at the hearing on the Motion on June 11, 2019. About Franklin Acquisitions Franklin Acquisitions LLC is a privately-held company whose principal assets are located at 932 Cherry Hill, El Paso, Texas. Franklin Acquisitions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6, 2018. In the petition signed by William D. Abraham, member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott oversees the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee of Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. FREE FLOW: Needs Adequate Product Sales to Remain as Going Concern ------------------------------------------------------------------ Free Flow Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $34,405 on $58,784 of total revenues for the three months ended March 31, 2019, compared to a net profit of $13,886 on $39,805 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $1,387,591, total liabilities of $976,096, and $389,440 in total stockholders' deficit. The Company has established itself as a stable ongoing business entity with established revenues sufficient to cover its operating costs and allow it to continue as a going concern. However, the ability of the Company to continue as a going concern is also dependent on the Company obtaining adequate Sales so that the Company can liquidate its inventories and continue as a going business. In order to continue as a going concern, the Company will need, among other things, Sales of its product lines. Management has obtained such sales through Internet sales and marketing companies who specialize in promotion of such businesses. Management is obtaining capital from management and significant shareholders sufficient to meet its minimal operating expense and is expecting that cash flow from sales will soon be available to augment the operating capital needs. The management has also received firm commitment form River Valley Bank and is expecting the line of credit to come into effect so that more inventory can be built to achieve a higher sales volume. However, management cannot provide an assurance that the Company will be successful in accomplishing any of its plans. The independent registered public accounting firm's report on the company's financial statements as of December 31, 2018, and for each of the preceding years then ended, includes a "going concern" explanatory paragraph, that describes substantially doubt about the Company's ability to continue as a going concern. On March 31, 2019 the Company had total current assets of $615,971 consisting of $2,775 in cash and $18,526 in trade receivables, and $594,670 in inventory comprising of automobile parts and accessories. A copy of the Form 10-Q is available at: https://is.gd/wemBpi Free Flow Inc. engages in the sale of used auto parts through Internet network to auto body and mechanic shops. The company was incorporated in 2011 and is based in King George, Virginia. FUSION CONNECT: S&P Withdraws 'D' First-Lien Credit Facility Rating ------------------------------------------------------------------- S&P Global Ratings withdrew its 'D' issue-level ratings on U.S.-based Fusion Connect Inc.'s first- and second-lien credit facilities at the issuer's request. S&P's 'D' issuer credit rating on the company remains unchanged. "We are withdrawing our 'D' issue-level ratings on Fusion Connect's first- and second-lien facilities at the issuer's request. The company recently filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and is seeking DIP financing to support its operations through the process," S&P said. Fusion has also initiated a process to explore the sale of some or all of its business. Absent a sale, S&P expects Fusion's pre-petition first-lien debt to convert to equity of the reorganized company. At the same time, the rating agency expects that the company's pre-petition second-lien debt will not be repaid. Fusion's emergence capital structure is expected to consist of a new $400 million first-lien term loan along with the equity from the conversion of its existing first-lien debt. GIGGLES N' HUGS: Needs More Capital to Continue as a Going Concern ------------------------------------------------------------------ Giggles N' Hugs, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $127,906 on $699,226 of net sales for the thirteen weeks ended March 31, 2019, compared to a net loss of $241,565 on $613,363 of net sales for the thirteen weeks ended April 1, 2018. At March 31, 2019, the Company had total assets of $1,393,097, total liabilities of $3,457,659, and $2,064,562 in total stockholders' deficit. During the thirteen weeks ended March 31, 2019, the Company incurred a net loss of US$127,906, used cash in operations of US$29,043, and had a stockholders' deficit of US$2,064562 as of that date. In addition, the note payable to the Company's landlord was in default. These factors raise substantial doubt about the Company's ability to continue as a going concern. Chief Executive Officer Joey Parsi and Co- Chief Executive Officer Philip Gay said, "The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan. In addition, the Company's independent registered public accounting firm in its report on the December 30, 2018 financial statements has raised substantial doubt about the Company's ability to continue as a going concern within one year from the date that the financial statements are issued." A copy of the Form 10-Q is available at: https://is.gd/MfRwli Giggles N' Hugs, Inc., owns and operates kid-friendly restaurants with play areas for children in 10 years and younger in California. It owns and operates a restaurant in the Westfield Topanga shopping center in Woodland Hills; and a restaurant in the Glendale Galleria in Glendale, California. The company was formerly known as Teacher's Pet, Inc. and changed its name to Giggles N' Hugs, Inc. in August 2010. Giggles N' Hugs was founded in 2004 and is headquartered in Glendale, California. GOLDEN STATE BUYER: Moody's Assigns 'B3' Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service assigned ratings to Golden State Buyer, Inc., (borrowing entity of Golden State Medical Supply, Inc., collectively, "Golden State"), including a B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also assigned a B2 rating to the $300 million 1st lien secured term loan and $40 million secured revolver and a Caa2 rating to the $130 million 2nd lien secured term loan. The outlook is stable. Golden State is being acquired in a leverage buyout transaction by Court Square Capital Partners. Proceeds from the debt raise will be used in connection with equity from the sponsors to fund the acquisition, repay existing debt as well as fees and expenses. Ratings assigned: Golden State Buyer, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD First lien secured credit facilities at B2 (LGD3) Second lien secured term loan at Caa2 (LGD5) Outlook action: The outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating reflects Golden State's elevated financial leverage in light of high customer concentration with the US Department of Veteran's Affairs and the Department of Defense, which account for all of its revenues. Additionally, Golden State's supplier concentration is high with almost 60% of its drugs supplied by three generic drug manufacturers. In order to grow earnings, Golden State must compete for new and existing government contracts, as well as expand the share of generic drugs that manufacturers sell to the government through resellers. Golden State has more than 15 National Contracts that are up for re-bid in both 2020 and 2021. Factors supporting the rating include Golden State's large percent of revenue derived from long-term, exclusive contracts with relatively high win-rates, resulting in lower earnings volatility as compared to generic manufacturers in non-government markets. Favorable industry trends that will drive earnings growth include rising use of lowest cost National Contracts by the VA and DoD in efforts to manage costs as well as rising share of manufacturers moving more government sales over to resellers like Golden State. Golden State's liquidity is adequate, reflecting minimal cash balances at transaction close and the potential need to draw on its revolver to manage its inventory and working capital. Liquidity is supported by Moody's expectation that Golden State will generate free cash flow of $10-$15 million over the next 12 months. Golden State will have a $40 million revolver that expires in 2024. The revolver will have a 7x springing maximum 1st lien net leverage financial covenant that is tested once borrowings exceed 35%. Moody's does not expect the company to test the covenant based on modest borrowing expectations. The stable outlook reflects Moody's view that Golden State can grow earnings in the mid-single digits over the next twelve months, offset by debt/EBITDA remaining high at above 6.5 times over the next 18 months. The ratings could be downgraded if Golden State is unable to reduce debt/EBITDA below 7.5 times or if liquidity deteriorates. Failure to successfully manage its re-bid of expiring national contracts each year could also result in a downgrade. The ratings could be upgraded if Golden State can sustain debt/EBITDA below 6.0 times while generating good free cash flow. Demonstrating new national contract adds and improving supplier concentration would also support an upgrade. Golden State Buyer, Inc., doing business via its operating subsidiary, Golden State Medical Supply, Inc. is a repackager and distributor of generic pharmaceuticals, primarily supplying US government agencies, such as the Department of Veteran Affairs and the Department of Defense. The company is owned by private equity sponsor Court Square Capital Partners. Reported revenues for 2018 were approximately $377 million. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. GOODWILL INDUSTRIES: Seeks to Hire Protiviti as Financial Advisor ----------------------------------------------------------------- Goodwill Industries of South Central Virginia, Inc. seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to hire Protiviti Inc. as its financial advisor. The professional services that Protiviti will render are: a. prepare cash flow projections, liquidation analyses and other financial reports that will support and facilitate the Debtor's restructuring; b. prepare the Debtor's schedules of assets and liabilities and statement of financial affairs; c. prepare monthly operating reports and other data requests or reporting requirements of the U.S. Trustee for the Western District of Virginia; d. assist the Debtor in preparing for and attending, if requested, the meeting of creditors pursuant to Section 341 of the Bankruptcy Code; e. create a database of executory contracts and unexpired leases and calculate cure and rejection claim amounts; f. train and assist accounting department personnel on post-petition accounting procedures and cash management; g. provide support and testimony, if needed, for motions filed; h. assist the Debtor in gathering documents and preparing analyses in response to requests from any official committee of unsecured creditors appointed in the Debtor's case and other constituents; i. reconcile claims filed and assist the Debtor in preparing claims objections; and j. provide other accounting or administrative functions as may be required due to unanticipated events or strategic decisions. Protiviti's discounted hourly rates are: Managing Directors $550 Directors/Associate Directors $320 - $410 Senior Consultants/Managers $225 - $315 Senior Consultants/Consultants $210 - $225 Heather Williams, director of Protiviti, disclosed in a court filing that the firm and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heather G. Williams Protiviti Inc. 1640 King Street Suite 400 Alexandria, VA, 22314 Phone: +1 703 299 3444 Fax: +1 703 299 3046 About Goodwill Industries of South Central Virginia Inc. Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org/ -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Established in 1972, the company offers training and career opportunities for people with barriers to employment. Goodwill Industries of South Central Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61207) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. Whiteford, Taylor & Preston LLP is the Debtor's counsel. GOODWILL INDUSTRIES: Seeks to Hire Whiteford Taylor as Counsel -------------------------------------------------------------- Goodwill Industries of South Central Virginia, Inc. seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to hire Whiteford, Taylor & Preston LLP as its legal counsel. The services that Whiteford will render are: a. advise the Debtor of its powers and duties in the continued operation of its business and management of its property; b. assist the Debtor in connection with the sale of substantially all of its assets; and c. provide other legal services related to the Debtor's Chapter 11 case. The firm's discounted hourly rates are: Michael Hastings $495 Brandy Rapp $330 Jennifer Wuebker $300 Michael Hastings, Esq., a partner at Whiteford, assured the court that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael E. Hastings, Esq. Brandy M. Rapp, Esq. Whiteford, Taylor & Preston LLP 10 S. Jefferson Street, Suite 1110 Roanoke, VA 24011 Tel: 540-759-3579 Fax: 540-759-3569 Email: mhastings@wtplaw.com brapp@wtplaw.com About Goodwill Industries of South Central Virginia, Inc. About Goodwill Industries of South Central Virginia Inc. Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org/ -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Established in 1972, the company offers training and career opportunities for people with barriers to employment. Goodwill Industries of South Central Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61207) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. Whiteford, Taylor & Preston LLP is the Debtor's counsel. GOODWILL INDUSTRIES: Taps American Legal as Claims Agent -------------------------------------------------------- Goodwill Industries of South Central Virginia, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire American Legal Claim Services, LLC as its noticing, claims and balloting agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. It will also provide balloting services in connection with the solicitation process for the Debtor's bankruptcy plan. The Debtors have provided ALCS with an advance retainer in the amount of $7,500. Jeffrey Pirrung, managing director of ALCS, disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Pirrung American Legal Claims Services, LLC 8021 Philips Highway, STE 1 Jacksonville, FL 32265 About Goodwill Industries of South Central Virginia Inc. Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org/ -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Established in 1972, the company offers training and career opportunities for people with barriers to employment. Goodwill Industries of South Central Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61207) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. Whiteford, Taylor & Preston LLP is the Debtor's counsel. GOODWILL INDUSTRIES: Taps Walker Commercial as Auctioneer --------------------------------------------------------- Goodwill Industries of South Central Virginia, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Walker Commercial Services, Inc. as auctioneer. The firm will conduct a marketing campaign to attract potential purchasers and to conduct an auction for the properties owned by the Debtor located at: (1) 1312 South Main Street, Blackstone, Va. (2) 1369 East Atlantic Street, South Hill, Va. (3) 512 Westover Drive, Danville, Va. (4) 4185 Halifax Road, South Boston, Va. (5) 215 E. 5th Street, Chase City, Va. (6) Parcel #3215 in Amelia County, Va. Walker will be paid pursuant to this fee arrangement: (i) $35,000 marketing fee, $15,000 of which was earned prior to the petition date; (ii) actual advertising expenses not to exceed $30,000; and (iii) a commission of 10% payable only if there is a closing of a transaction for an aggregate price in excess of the stalking horse purchase price of $2.135 million. William Walker III, president of Walker, disclosed in court filings that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William J. Walker, III Walker Commercial Services, Inc. 101 Albemarle Avenue, SE Roanoke, VA 24013 Phone: (540) 344-6160 Fax: (540) 344-6164 About Goodwill Industries of South Central Virginia Inc. Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org/ -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Established in 1972, the company offers training and career opportunities for people with barriers to employment. Goodwill Industries of South Central Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61207) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. Whiteford, Taylor & Preston LLP is the Debtor's counsel. GRAPHIC PACKAGING: Moody's Rates New $300MM Unsecured Notes 'Ba2' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Graphic Packaging International, LLC's new $300 million senior unsecured notes due in 2027. The proceeds of the note offering will be used to repay a portion of the revolver borrowings and fund transaction related fees and expenses. At the same time, Moody's affirmed the company's existing ratings, including the Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, Baa3 senior secured bank credit facility rating, Ba2 senior unsecured rating and the SGL-2 Speculative Grade Liquidity Rating. The outlook remains stable. Assignments: Issuer: Graphic Packaging International, LLC Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) Outlook Actions: Issuer: Graphic Packaging International, LLC Outlook, Remains Stable Affirmations: Issuer: Graphic Packaging International, LLC Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba1 Senior Secured Revolving Credit Facility, Affirmed Baa3 (LGD2 from LGD3) Senior Secured Term Loan A, Affirmed Baa3 (LGD2 from LGD3) Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5) RATINGS RATIONALE The Ba1 CFR is supported by Graphic Packaging's scale, its leading market position in a consolidated industry, modest leverage (Debt/EBITDA of 3.4x in the twelve months ended March 31, 2019 on a Moody's adjusted basis) and strong cash flow generation (RCF/Debt above 21%). Graphic Packaging is the largest North American producer of coated unbleached kraft (CUK) paperboard and coated recycled paperboard (CRB) and the second largest producer of solid bleached sulfate (SBS) board. The company has the largest network of converting plants among North American paperboard producers, converts 71% of the board it produces and passes through cost increases on a contractual basis, albeit with a lag. The rating is constrained by exposure to volatile recycled fiber costs and low organic volume growth. The rating reflects Moody's expectations that Graphic Packaging will continue to increase vertical integration in the SBS consumer packaging business through acquisitions or use free cash flow to buy back shares rather than further reducing debt. The rating also reflects its expectations that leverage metrics will remain near current levels if International Paper Company (IP, Baa2 stable) decides to start monetizing its shares in the combined company in 2020.Under the terms of the current agreement, IP can monetize up to $250 million worth of its holding at a time and has to wait six months between each request to monetize its stake. IP can receive the proceeds in either cash or stock at Graphic Packaging's option. Assuming an all cash payment, Graphic Packaging's leverage could increase half a turn if IP exercises its right twice in one year. The rating reflects expectations that the company would slow down share repurchases to return metrics within its own stated net leverage target of 2.5-3.0x if leverage increases as a result of the IP transaction. Graphic Packaging's SGL-2 speculative grade liquidity rating indicates good liquidity. The company maintains low cash balances and relies on internally generated cash and a large revolver for its liquidity. Graphic Packaging had approximately $62 million of cash on hand as of March 2019, which was mostly located in foreign jurisdictions. Internal cash generation is supported by a significant amount of NOLs (approximately $168 million as of December 31, 2018). Graphic Packaging is not expected to become a meaningful federal cash taxpayer until 2021. The company had over $880 million of availability under its $1.45 billion U.S. senior secured revolving credit facility. The company intends to use the proceeds from the proposed $300 million note offering to repay a portion of its revolver borrowings. The revolver and a $800 million term loan mature in 2023 along with assumed $660 million term loan from IP. The nearest maturity is $425 million of notes due in 2021. The company's amended and extended senior credit agreement has a total leverage ratio covenant of 4.25 times as well as an interest coverage covenant of 3 times. Moody's expects the company will remain in compliance with its debt covenants over the next 12 months. The senior secured revolver and the senior secured term loans are rated Baa3 (one notch above the Ba1 CFR), reflecting their preferential position in the capital structure and the loss absorption cushion provided by the unsecured notes and other unsecured obligations. The secured facilities are secured and guaranteed by all significant domestic operating subsidiaries. The company's unsecured notes are rated Ba2, one notch below the Ba1 CFR, due to the effective subordination to the sizable senior secured debt. The new senior unsecured notes will be guaranteed by Graphic Packaging International Partners, LLC, a holding company that owns the obligor and operating subsidiaries. The existing senior unsecured notes are guaranteed by Graphic Packaging Holding Company, another holding company. Moody's views guarantees as similar and rates both new and existing unsecured notes the same. The stable outlook reflects expectations that Graphic Packaging will benefit from implemented price increases and maintain strong credit metrics over the next 12 to 18 months. For the ratings to be upgraded to the investment grade level, the company's management would need to publicly commit to maintaining investment-grade financial policies and achieve an unsecured capital structure. The company would also need to maintain debt/EBITDA below 3 times (3.4x as of March 31, 2019), maintain EBITDA margin above 16% (16.8% as of March 31, 2019) and retained cash flow to debt above 20% (21.2% as of March 31, 2019).The ratings could be downgraded if operating performance and credit metrics deteriorate such as debt/EBITDA rises to 4 times and retained cash flow to debt falls below 15%. The ratings could also be downgraded if the company undertakes a large debt-financed acquisition or shareholder-friendly actions that significantly increases its leverage. The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Headquartered in Atlanta, GA, Graphic Packaging is one of North America's leading manufacturers of CUK, CRB and SBS paperboard packaging for food, food service, beverages and consumer goods. Graphic Packaging operates 8 paperboard mills that produce 3.8 million tons of boxboard, including approximately 1.5 million tons of CUK, roughly 1 million tons of CRB, 1.2 million tons of SBS and roughly 100,000 tons of corrugated medium. The company has over 65 converting plants in North America, Brazil, Europe, Australia and New Zealand. Graphic Packaging Holding Company owns 78.8% of Graphic Packaging International, LLC and International Paper owns the rest of the company. Graphic Packaging generated sales of approximately $6 billion for the twelve months ended March 31, 2019. H2O BAGEL: Given Until June 21 to File Chapter 11 Plan ------------------------------------------------------ H2O Bagel No. 2, LLC and its affiliates have until this week to propose a Chapter 11 plan. Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern District of Florida issued an order, which extended to June 21 the deadline for the companies to file their proposed plan and disclosure statement as well as the exclusivity period during which only the companies can file a plan. The bankruptcy judge also extended the exclusivity period to solicit acceptances for the plan through Aug. 16. "The debtors are, after having been in the process of selling their assets, working with their debtor-in-possession financier and their largest creditor to develop a workable exit from bankruptcy," said the companies' attorney, Eric Pendergraft, Esq., at Shraiberg, Landau & Page, P.A., in Florida. "Once the H2O Bagel Parkland, LLC sale closes, the debtors will have fully liquidated their properties and generated cash to distribute to their creditors either through a plan or a structured dismissal of these cases." About H2O Bagel No. 2 H2O Bagel No. 2, LLC, is a specialty store retailer in Boca Raton, Florida. H2O Bagel No. 2 and its affiliate The Original Brooklyn Store, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18-17542 and 18-17544) on June 22, 2018. H2O Bagel Parkland filed a Chapter 11 petition on July 9, 2018. All three cases are jointly administered under Case No. 18-17542. At the time of the filing, H2O Bagel No. 2 estimated assets of less than $50,000 and liabilities of $10 million. The Debtor tapped Philip Landau, Esq., and the law firm of Shraiberg, Landau & Page, P.A. as its general bankruptcy counsel. The Office of the U.S. Trustee advised the Court on Aug. 28, 2018, that until further notice, it will not appoint a committee of creditors in the Debtors' cases. HOLLANDER SLEEP: CCAA Cases Recognized as Main Proceeding --------------------------------------------------------- Hollander Sleep Products LLC and its debtor-affiliates obtained Canadian recognition of its U.S. Chapter 11 proceedings as a foreign main proceedings from the Ontario Superior Court of Justice (Commercial List) pursuant to Section 46 of the Companies' Creditors Arrangement Act, and appointed KSV Kofman Inc. as information officer of the Debtors. A copy of the Initial Order and other materials related to these proceedings is available on the Monitor's web-site: https://www.ksvadvisory.com/insolvency-cases/case/hollander-sleep-products-canada-limited The Debtors retained as counsel: OSLER, HOSKIN & HARCOURT LLP Box 50, 1 First Canadian Place Toronto, Ontario M5X 1B8 Marc Wasserman Tel: +1 416-862-4908 Email: mwasserman@osler.com Shawn T. Irving Tel: +1 416-862-4733 Email: sirving@osler.com Martino Calvaruso Tel: +1 416-862-6665 Email: mcalvaruso@osler.com Evan J. Barz Tel: +1 416-862-4209 Fax: +1 416-862-6666 Email: ebarz@osler.com U.S. counsel of the Debtors: KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Joshua A. Sussberg, P.C. Tel: +1 212-446-4829 Email: joshua.sussberg@kirkland.com Christopher T. Greco, P.C. Tel: +1 212-446-4734 Fax: +1 212-446-4900 Email: christopher.greco@kirkland.com and KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Joseph M. Graham Tel: +1 312-862-2434 Email: joe.graham@kirkland.com Laura E. Krucks Tel: +1 312-862-2822 Fax: +1 312-862-2200 Email: laura.krucks@kirkland.com KSV Korman can be reached at: KSV KOFMAN INC. 150 King Street West, Suite 2308 Toronto, Ontario, M5H 1J9 David Sieradzki Tel: +1 416-932-6030 Email: dsieradzki@ksvadvisory.com Jordan Wong Tel: +1 416-932-6025 Fax: +1 416-932-6266 Email: jwong@ksvadvisory.com KSV Kofman retained as counsel: NORTON ROSE FULBRIGHT CANADA LLP Royal Bank Plaza, South Tower 200 Bay Street, Suite 3800 P.O. Box 84 Toronto, Ontario M5J 2Z4 Orestes Pasparakis Tel: +1 416-216-4815 Email: orestes.pasparakis@nortonrosefulbright.com Virginie Gauthier Tel: +1 416-216-4853 Email: virginie.gauthier@nortonrosefulbright.com Hugo Margoc Tel: +1 416-203-4466 Email: hugo.margoc@nortonrosefulbright.com Catherine Ma Tel: +1 416-216-4838 Fax: +1 416-216-3930 Email: catherine.ma@nortonrosefulbright.com About Hollander Sleep Products Founded in 1953 and headquartered in Boca Raton, Florida, Hollander Sleep Products, LLC -- https://www.hollander.com/ -- designs, manufactures, and markets utility bedding products that it sells to a variety of prominent retailers, distributors, and hotels. Hollander supplies bed, pillow, and mattress pad under owned and licensed brands which include I AM, Pacific Coast Feather, Live Comfortably, Great Sleep, Restful Nights, Beautyrest, Ralph Lauren, Chaps, and Calvin Klein. Hollander employs approximately 2,370 people in the United States and Canada. Hollander Sleep Products and its six affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11608) on May 19, 2019. Hollander estimated $100 million to $500 million in assets and the same range of liabilities. The Debtors tapped Kirkland & Ellis LLP as counsel; Proskauer Rose LLP as conflicts counsel; Carl Marks Advisory Group LLC as interim management services provider; Houlihan Lokey Capital, Inc.; Houlihan Lokey Capital, Inc., as investment banker; and Omni Management Group as claims agent. The U.S. Trustee for Region 2 on May 30, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Hollander Sleep Products, LLC and its affiliates. IGAMBIT INC: Accumulated Deficit Casts Going Concern Doubt ---------------------------------------------------------- iGambit Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $559,367 on $5,325 of sales for the three months ended March 31, 2019, compared to a net loss of $610,033 on $4,192 of sales for the same period in 2018. At March 31, 2019, the Company had total assets of $2,446,329, total liabilities of $1,222,874, and $1,223,455 in total stockholders' equity. The Company has an accumulated deficit of $13,022,181, and a working capital deficit of $1,178,484 at March 31, 2019. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to obtain necessary equity financing and ultimately from generating revenues from its newly acquired subsidiary to continue operations. The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund operations over the next twelve months. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of a private placement of equity and debt instruments. In connection with the Company's business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business and (ii) marketing expenses. Chief Executive Officer John Salerno and Chief Financial Officer Elisa Luqman said, "The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations." A copy of the Form 10-Q is available at: https://is.gd/Llwyx0 iGambit Inc., through its subsidiary, focuses on the medical technology markets. The company offers end software-as-a-service solution that manages, reports, and analyzes critical data to healthcare and commercial organizations. It provides health risk assessment, annual wellness visit, remote patient monitoring, and chronic care management services. The company was formerly known as bigVAULT Storage Technologies and changed its name to iGambit Inc. in April 2006. The company was founded in 1996 and is based in Smithtown, New York. INNERSCOPE HEARING: Incurs $2-Mil. Net Loss for Mar. 31 Quarter --------------------------------------------------------------- InnerScope Hearing Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2,003,038 on $186,529 of total revenues for the three months ended March 31, 2019, compared to a net loss of $697,943 on $55,977 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $3,960,170, total liabilities of $6,690,406, and $2,730,236 in total stockholders' deficit. The Company experienced a net loss of $2,003,038 for the three months ended March 31, 2019. At March 31, 2019, the Company had a working capital deficit of $4,267,331, and an accumulated deficit of $8,375,167. These factors raise substantial doubt about the Company's ability to continue as a going concern and to operate in the normal course of business. A copy of the Form 10-Q is available at: https://is.gd/bQsoQx InnerScope Hearing Technologies, Inc., provides hearing aids and its hearable, and wearable personal sound amplifier products to retail hearing aid dispensing community. The company engages in the provision of manufacturing and direct-to-consumer distribution/retail of hearing aids, personal sound amplifier products, hearing related treatment therapies, doctor-formulated dietary hearing supplements, and proprietary CDB oil for treating tinnitus. It also owns and operates eight audiological and retail hearing device clinics; and offers business to business SaaS based patient management system software program. The company was formerly known as Innerscope Advertising Agency, Inc. and changed its name to InnerScope Hearing Technologies, Inc. in August 2017. InnerScope Hearing Technologies was incorporated in 2012 and is headquartered in Roseville, California. INPIXON: Signs New Exchange Agreement with Iliad Research --------------------------------------------------------- Inpixon and Iliad Research and Trading, L.P., a holder of an outstanding promissory note issued on Oct. 12, 2018, with an outstanding balance of $1,572,434 as of June 13, 2019, have entered into an exchange agreement, pursuant to which the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $150,000 and then cause the Outstanding Balance to be reduced by the Exchange Amount; and (ii) exchange the Partitioned Note for the delivery of 239,044 shares of the Company's common stock, par value $0.001 per share, at an effective price per Exchange Share equal to $0.6275. The Exchange Shares will be delivered to the Note Holder on or before June 14, 2019 and the Exchange will occur with the Note Holder surrendering the Partitioned Note to the Company on the date when the Exchange Shares are approved and held by the Note Holder's brokerage firm for public resale. As of June 13, 2019, the Company has issued and outstanding (i) 10,552,722 shares of Common Stock, which includes the issuance of the Exchange Shares, (ii) 1 share of Series 4 Convertible Preferred Stock which is convertible into 202 shares of Common Stock, (iii) 421 shares of Series 5 Convertible Preferred Stock which are convertible into approximately 126,427 shares of Common Stock (subject to rounding for fractional shares), and (iv) warrants to purchase up to 112,800 shares of Common Stock issued on Jan. 15, 2019 in connection with the Company's rights offering, exercisable at $3.33 per share. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018, compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of March 31, 2019, Inpixon had $20.12 million in total assets, $7.21 million in total liabilities, and $12.90 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 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. INVENSURE INSURANCE: Seeks to Hire Freeman as Legal Counsel ----------------------------------------------------------- Invensure Insurance Brokers seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Freeman, Freeman & Smiley, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor regarding matters of bankruptcy law; b. represent the Debtor in court proceedings and hearings; c. advise the Debtor concerning the requirements of the Bankruptcy Code and federal and local rules relating to the administration of its bankruptcy case, and the effect of the case on the operation of its business and affairs; d. prepare on behalf of Debtor all necessary legal papers; and e. assist the Debtor in the negotiation, preparation and implementation of a plan of reorganization. Freeman's hourly rates are: Partners $485 - $800 Of Counsels $525 - $980 Associates $365 - $475 Paralegals $180 - $330 Theodore Stolman, Esq., and Carol Chow, Esq., the firm's attorneys who are expected to handle the case, will charge $895 per hour and $525 per hour, respectively. Mr. Stolman disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Theodore B. Stolman, Esq. Freeman, Freeman & Smiley, LLP 1888 Century Park East, Suite 1900 Los Angeles, CA 90067 Tel: 310-255-6100 Fax: 310-255-6200 About Invensure Insurance Brokers Invensure Insurance Brokers -- http://www.invensure.com/-- is an insurance brokerage firm in Irvine, Calif., that offers business insurance, personal insurance and employee benefits insurance. Invensure Insurance Brokers filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11889) on May 16, 2019. In the petition signed by Robert Parent, chief executive officer, the Debtor estimated $1 million to $10 million in both assets and liabilities. Freeman, Freeman & Smiley, LLP represents the Debtor as counsel. IPIC ENTERTAINMENT: Seeks More Funds to Remain as a Going Concern ----------------------------------------------------------------- iPic Entertainment Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $14,936,000 on $30,238,000 of total revenues for the three months ended March 31, 2019, compared to a net loss of $21,761,000 on $38,704,000 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $156,969,000, total liabilities of $290,860,000, and $133,891,000 in total stockholders' deficit. The Company said, "As of May 17, 2019, we had outstanding $203.6 million of indebtedness under our Non-Revolving Credit Facility. In the next twelve months we are obligated to pay interest in an aggregate amount of $21.1 under the Non-Revolving Credit Facility, with a payment of approximately $10.1 million due on July 1, 2019 and a payment of approximately $11.0 million on January 1, 2020. As a result of our working capital deficit and our current liquidity position, we expect to draw down a substantial portion of the remaining principal balance of the Non-Revolving Credit Facility to make the interest payment due on July 1, 2019. If we are not able to improve our liquidity position prior to the January 1, 2020 interest payment due date for our Non-Revolving Credit Facility, we may not have sufficient available cash to pay the interest due on January 1, 2020. As a result, we may be required to seek a waiver or forbearance from our lenders in order to avoid a default under the Non-Revolving Credit Facility. We are actively seeking to raise additional capital and/or restructure our outstanding indebtedness under our Non-Revolving Credit Facility in order to avoid a default. We may retain one or more advisors to assist us in connection with raising capital and/or restructuring our indebtedness. However, there can be no assurance that we will be successful in doing so. These conditions raise substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/DAJro8 iPic Entertainment Inc. operates restaurants and theaters in the United States. The company operates casual restaurants, farm-to-glass full-service bars, and theater auditoriums with in-theater dining. It operates restaurants under the City Perch Kitchen + Bar, Tanzy, The Tuck Room, The Tuck Room Tavern, and iPic Express brands. The company was founded in 2010 and is headquartered in Boca Raton, Florida. JAMES BLOUNT MORRIS: Ward and Smith Represents Deere, et al. ------------------------------------------------------------ In the Chapter 11 case of James Blount Morris and Donna Simons Morris, Ward and Smith, P.A. submitted a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose its representation of these entities: (i) Deere & Company, One John Deere Place, Moline, IL 61265. Deere is owed $191,428.69. (ii) John Deere Financial, f.s.b. 8402 Excelsior Drive Madison, WI 53717-1923. John Deere Financial, f.s.b., is a federal savings bank affiliated with Deere. JDF is owed $68,070.13. (iii) Nutrien Ag Solutions, Inc. f/k/a Crop Production Services, Inc. 3005 Rocky Mountain Avenue Loveland, CO 80538-9001 Nutrien is owed $358,548.65. (iv) Triangle Chemical Company 117 Preston Court Macon, GA 31210-5769 TCC is owed $272,794.76. (v) Jernigan Oil Co., Inc. 415 Main Street Ahoskie, NC 27910. Jernigan is owed $270,175.56. (vi) Roberson Equipment, Inc. Robertson is owed $22,144.14. A copy of the Rule 2019 is available at PacerMonitor.com at https://is.gd/ACMRwP James Blount Morris and Donna Simons Morris sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 18-04734) on Sept. 26, 2018. The Law Offices Of Oliver & Cheek, PLLC, led by George M. Oliver, Esq., is the Debtor's counsel. JAS EXPEDITED: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: JAS Expedited Trucking, LLC 7245 E. Imlay City Road Imlay City, MI 48444 Business Description: JAS Expedited Trucking, LLC is a privately held company that provides transportation services. Chapter 11 Petition Date: June 13, 2019 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Case No.: 19-31434 Judge: Hon. Joel D. Applebaum Debtor's Counsel: David W. Brown, Esq. LAW OFFICE OF DAVID W. BROWN PLLC 1820 N. Lapeer Road, Suite 2A Lapeer, MI 48446 Tel: (810) 245-6082 E-mail: davidbrownlaw@live.com Total Assets: $1,620,025 Total Liabilities: $2,097,159 The petition was signed by Anthony Freeland, II, member/general manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb19-31434_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb19-31434.pdf JAZPAL LLC: Trustee Seeks to Hire Law Offices of Zvi Guttman ------------------------------------------------------------ Zvi Guttman, the Chapter 11 trustee for Jazpal LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire his own firm as his legal counsel. The trustee proposes to employ The Law Offices of Zvi Guttman, P.A. to help administer the Debtor's Chapter 11 case and obtain maximum net recovery of assets for distribution to creditors. The firm's attorneys and paralegals will charge $525 per hour and $185 per hour, respectively. Guttman and its staff do not represent interests adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Zvi Guttman, Esq. The Law Offices of Zvi Guttman, P.A. P.O. Box 32308 Baltimore, MD 21282 Email: Zvi@zviguttman.com Phone: (410) 580-0500 Fax: (410) 580-0700 About Jazpal LLC Jazpal, LLC, a single asset real estate, owns a commercial real property located at 1827 Mountain Road, Joppa, Md. The property consists of several lots and two leasehold interests. Jazpal, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-21681) on Sept. 4, 2018. At the time of the filing, the Debtor estimated assets and debt of $1 million to $10 million. Judge David E. Rice presides over the case. The Law Offices of David W. Cohen is the Debtor's counsel. Zvi Guttman was appointed as Chapter 11 trustee for the Debtor. The Trustee is represented by The Law Offices of Zvi Guttman, P.A. JOHNSON PUBLISHING: July 8 Interest Claim Filing Deadline Set ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois set July 8, 2019, at 5:00 p.m. (Central Daylight Time) as the deadline by which any and all person asserting any ownership interest in Johnson Publishing Company LLC' archive or in any rights related thereto. Any potential ownership claimant who would like to visit the archive in order to identify the specific item in the archive which is the subject of their ownership claim, or to otherwise determine or verify any ownership claim, may do so during reasonable business hours by contacting: Vicki Wilson John Roach Tel: 312-322-9318 E-mail: vwilson@johnsonpublishing.com jroach@johnsonpublishing.com All claims will be served on and received by: Brian Greer, Esq. Counsel to Capital Holdings V LLC, the Debtor's secured lender Dechert LLP 1095 Avenue of the Americas New York, NY 10036-6797 About Johnson Publishing Company Johnson Publishing Company LLC filed for Chapter 7 bankruptcy (Bankr. N.D. Ill. Case No. 19-10236) on April 9, 2019. Jack B. Schmetterer oversees the Debtor's case. Miriam R. Stein was appointed as Chapter 7 trustee. The Debtor's attorneys: Howard L. Adelman Adelman & Gettleman Ltd. 53 W. Jackson Blvd. Suite 1050 Chicago, IL 60604 Tel: 312 435-1050 Fax : 312 435-1059 E-mail: hla@ag-ltd.com - and - Steven B Chaiken Adelman & Gettleman 53 W Jackson Blvd, Ste. 1050 Chicago, IL 60604 Tel: 312 435-1050 Fax: 312 435-1059 E-mail: schaiken@ag-ltd.com Trustee can be reached at: Miriam R Stein Chuhak & Tecson, P.C. 30 S. Wacker Drive Suite 2600 Chicago, IL 60606 Tel: 312-855-6109 The Trustee's attorneys: N. Neville Reid Fox, Swibel, Levin & Carroll, LLP 200 W. Madison Suite 3000 Chicago, IL 60606 Tel: 312 224-1200 Fax: 312 224-1202 E-mail: nreid@foxswibel.com - and - Ryan T Schultz Fox Swibel Levin & Carroll LLP 200 W. Madison Suite 3000 Chicago, IL 60606 Tel: 312 224-1231 Fax: 312 224-1202 E-mail: rschultz@foxswibel.com - and - Brian Wilson Fox, Swibel, Levin Carrill, LLP 200 West Madison St., Suite 3000 Chicago, IL 60606 Tel: (312) 224-1200 E-mail: bwilson@foxswibel.com JOSEPH MUSUMECI: July 18 Auction of Hallandale Beacn Condo Unit Set ------------------------------------------------------------------- Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Joseph A. Musumeci's sale of the condominium unit located at 2420 Diana Drive, Unit 402, Hallandale Beach, Florida, to prevailing bidder at the auction to be held on July 18, 2019 at 11:00 a.m. on site at the Property. The sale of the Property to the Prevailing Bidder will be free and clear of liens, claims, encumbrances and interests with such liens, claims, encumbrances and interests to attach to the proceeds of the sale. The Debtor will provide the Court and all interested parties with notice of the results of the Auction, and file such motion as may be appropriate to seek the Court's approval of the sale price and the sale to the Prevailing Bidder. The sale is subject to Bankruptcy Court approval. The counsel to the Debtor will report the results of the Auction to the Court. The Court will hold a sale hearing to consider the results of the Auction on July 31, 2019 at 10:00 a.m. Objections, if any, to the Auction results must be filed no later than two days prior to the Sale Hearing and objectors must be present in Court to prosecute objection. Joseph A. Musumeci sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-34103) on Nov. 30, 2017. The Debtor tapped David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al. On Dec. 22, 2018, the Court confirmed the Debtor's Plan of Reorganization, as amended. JOY ENTERPRISES: Given Until Aug. 16 to File Chapter 11 Plan ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Alabama extended the period during which Joy Enterprises, Inc. has the exclusive right to file a Chapter 11 plan and disclosure statement through Aug. 16. The court also set an Aug. 16 deadline for the company to file a report explaining why it will not file a disclosure statement and plan, and recommending dismissal or conversion of the case to one under Chapter 7 or Chapter 13. The company's attorney, Collier Espy Jr., Esq., at Espy Metcalf & Espy, P.C., had previously said that the company needs an extension of the exclusivity period to permit the filing of monthly operating reports, which it hopes will reflect revenues above its expenses sufficient to produce a net profit to service secured debt, fund payment of all tax claims, and pay unsecured creditors. About Joy Enterprises Inc. Joy Enterprises Inc., a domestic corporation that operates Subway restaurants in Alabama, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 19-10092) on January 17, 2019. At the time of the filing, the Debtor disclosed $384,617 in assets and $4,684,019 in liabilities. The case has been assigned to Judge William R. Sawyer. Collier H. Espy, Jr., Esq., at Espy, Metcalf & Espy, P.C., is the Debtor's legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. KEYERA CORP: S&P Assigns BB+ Rating on Junior Subordinated Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Keyera Corp.'s proposed junior subordinated notes due in 2079. The rating agency classifies the issuance as having intermediate equity credit, reflecting its view that the issue meets its standards for intermediate equity classification, including permanence, subordination, and deferability. The company intends to use net proceeds to fund capital projects, repay debt under its credit facility, and for general corporate purposes. Keyera transports, stores, and markets natural gas liquids (NGLs) and iso-octane in Canada and the U.S. Its gathering and processing business unit operates a network of approximately 4,000 kilometers of pipelines and 17 natural gas processing plants in the natural gas production areas primarily on the western side of the Western Canada Sedimentary Basin. This unit also provides natural gas gathering and processing, including liquids extraction services. Its liquids business unit markets NGLs such as propane, butane, and condensate, as well as sulfur and iso-octane,and generates margins from liquids blending. This unit also provides fractionation, storage, transportation, and terminalling services for NGLs and crude oil; processing services related to iso-octane through a network of facilities that include underground NGL storage caverns, NGL fractionation facilities, and NGL and crude oil pipelines; rail and truck terminals; and the Alberta EnviroFuels facility. It also produces iso-octane. Keyera is headquartered in Calgary, Alberta. Ratings List Keyera Corp. Issuer Credit Rating BBB/Stable/-- New Rating Keyera Corp. Junior Subordinated Notes due 2079 BB+ KPH CONSTRUCTION: Exclusivity Period Extended Until Aug. 9 ---------------------------------------------------------- Judge Beth Hanan of the U.S. Bankruptcy Court for the Eastern District of Wisconsin extended the period during which KPH Construction, Corp. and its affiliates have the exclusive right to file a Chapter 11 plan through Aug. 9, and to solicit acceptances for the plan through Oct. 11. About KPH Construction Corp. Founded in 1999, KPH Construction, KPH Environmental and KHP Services are providers of commercial construction services. Triple H is a holding company. Keith P. Harenda is the sole member and manager of Triple H, and the sole shareholder and president of KPH Construction and KPH Environmental. Harenda is the manager of KPH Services. The companies collectively employ approximately 30 people in the operations of their construction business at projects throughout Wisconsin. KPH Construction Corp., based in Milwaukee, WI, filed a Chapter 11 petition (Bankr. E.D. Wis. Lead Case No. 19-20939) on Feb. 6, 2019. In the petition signed by Keith P. Harenda, president, debtor KPH Construction Corp. estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Beth E. Hanan oversees the case. Evan P. Schmit, Esq. at Kerkman & Dunn, serves as bankruptcy counsel. L & L NY 5 INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: L & L NY 5, Inc. 55 East 59th Street, Suite 15A New York, NY 10022 Business Description: L & L NY 5, Inc. is a privately held company whose principal assets are located at 47 Prince Street New York, NY 10012. Chapter 11 Petition Date: June 13, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-11961 Judge: Hon. Sean H. Lane Debtor's Counsel: Catherine E. Youngman, Esq. FOX ROTHSCHILD LLP 49 Market Street Morristown, NJ 07960 Tel: 973-992-4800 Fax: 973-992-9125 E-mail: cyoungman@foxrothschild.com Total Assets: $10,037,554 Total Liabilities: $14,633,879 The petition was signed by Claude Louzon, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-11961.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Amtrust North America $3,492 PO Box 6939 Cleveland, OH 44101-1939 2. Billboard deposit Sublease with $240,000 received New Tradition Outdoor LLC 3. Cecile Mury $1,000,000 34 rue du cdt l'Herminier L'Hay Les Roses France 94240 4. CIT $629 PO Box 550599 Jacksonville, FL 32255 5. Claude Louzon $6,191,549 90 Prince Street New York, NY 10002 6. Cosimo Luciano Borgogni $482 50 Est 89th St New York, NY 10128 7. Fox Rothschild, LLP $88,483 100 Park Ave # 1500 New York, NY 10017 8. Jade Associates $5,745 55 East 59th St, 9th Floor New York, NY 10022 9. KM Associates of NY, Inc. $4,666 158 West 29th Street 10001 10. Lucas Aguilera $260 713 Sackett St, Apt 1 Brooklyn, NY 11217 11. M.D. Louzon - Paradis 5 $800,933 22 bd Des Baguades Saint Maur les Fosse France 94100 12. Max Daniel Louzon $1,945,000 22 bd Des Baguades Saint Maur les Fosse France 94100 13. McCallion & Associates LLP $5,003 100 Park Ave, 16th Floor New York, NY 10017 14. Nolita Group Real Estate $36,152 78 Kenmare St Ground Floor New York, NY 10012 15. NYC Dept of Finance $15,583 PO BOx 3931 New York, NY 10008-3931 16. Quinn Squyres $253 132 West 109th St, Apt 2D New York, NY 10025 17. SAS Le Paradis $4,289,294 148 Rue de la Roquet 75011 Paris France 18. Stanley Convergent Security So $2,275 Dept CH 10651 Palatine, IL 60055 19. Time Warner Cable $217 PO Box 11820 Newark, NJ 07101 20. Union Beer Distributors $599 1213-17 Grand Street Brooklyn, NY 11211 LIVING EPISTLES: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: Living Epistles Church of Holiness Inc. 3401 North 35th Street Milwaukee, WI 53216 Business Description: Living Epistles Church of Holiness Inc. is a tax-exempt religious organization. Chapter 11 Petition Date: June 12, 2019 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Case No.: 19-25789 Debtor's Counsel: Leonard G. Leverson, Esq. LEVERSON LUCEY & METZ S.C. 106 West Seeboth Street Suite 204-1 Milwaukee, WI 53204 Tel: 414-271-8503 Fax: 414-271-8504 E-mail: lgl@levmetz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Terry Taper, pastor. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/wieb19-25789.pdf LIZZA EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Three affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Lizza Equipment Leasing, LLC 19-21763 859 Willow Grove Road Hackettstown, NJ 07840 Azzil Granite Materials, LLC 19-21764 859 Willow Grove St Hackettstown, NJ 07840 Magnolia Associates, LLC 19-21766 859 Willow Grove Street Hackettstown, NJ 07840 Business Description: Azzil Granite Materials, LLC is a supplier of high friction granite aggregates for the New York City/Long Island market. Magnolia Associates owns a 134 acres property with quarry located at 925 Rt. 4, White Hall, NY 12887 valued by the Company at $15 million. Chapter 11 Petition Date: June 12, 2019 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtors' Counsel: Daniel Stolz, Esq. WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 E-mail: dstolz@wjslaw.com attys@wjslaw.com Lizza Equipment Total Assets: $90 Lizza Equipment's Total Liabilities: $987,830 Azzil Granite's Total Assets: $813,825 Azzil Granite's Total Liabilities: $23,859,263 Magnolia Associates' Total Assets: $15,317,480 Magnolia Associates' Total Liabilities: $13,137,533 The petitions were signed by Carl J. Lizza, co-managing member. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/njb19-21763.pdf http://bankrupt.com/misc/njb19-21764.pdf http://bankrupt.com/misc/njb19-21766.pdf A. List of Lizza Equipment's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. NYS Marine Highway Business Debt $265,746 Transportation Co. PO Box 1216 427 River St Troy, NY 12181 2. Signature Financial Business Debt $131,608 PO Box 5524 Hicksville, NY 11802-5524 3. Caterpillar Financial Business Debt $57,619 Services PO Box 13834 Newark, NJ 07188-0834 4. Signature Financial Business Debt $56,978 PO Box 5524 Hicksville, NY 11802-5524 5. DLL Financial Business Debt $51,143 PO Box 41602 Philadelphia, PA 19101-1602 6. Wells Fargo Business Debt $44,750 Equipment Finance PO Box 1450 Minneapolis, MN 55485-8178 7. Signature Financial Business Debt $42,843 PO Box 5524 Hicksville, NY 11802-5524 8. Signature Financial Business Debt $38,624 PO Box 5524 Hicksville, NY 11802-5524 9. Travelers Insurance Business Debt $32,611 One Tower Square Hartford, CT 06183-9042 10. DLL Financial Business Debt $31,407 PO Box 41602 Philadelphia, PA 19101-1602 11. Signature Financial Business Debt $23,602 PO Box 5524 Hicksville, NY 11802-5524 12. Caterpillar Financial Business Debt $22,315 PO Box 13834 Newark, NJ 07188-0834 13. DLL Financial Business Debt $19,560 PO Box 41602 Philadelphia, PA 19101-1602 14. DLL Financial Business Debt $19,560 PO Box 41602 Philadelphia, PA 19101-1602 15. Caterpillar Financial Business Debt $19,434 PO Box 13834 Newark, NJ 07188-0834 16. Komatsu Northeast Business Debt $14,676 32970 Collection Center Dr Chicago, IL 60693-0329 17. Komatsu L 32 Business Debt $12,740 32970 Colection Center Dr Chicago, IL 60693-9303 18. DLL Financial Business Debt $11,723 PO Box 41602 Philadelphia, PA 19101-1602 19. JSM Brokerage, Inc. Business Debt $10,412 12-23A 150th Street Atn: Maria Goursahab Whitestone, NY 11357 20. Midlantic Machinery Business Debt $6,685 32970 Collection Center Dr Chicago, IL 60693-0329 B. List of Azzil Granite's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. NYS Marine Highway Contract of $2,753,528 Transportation, LLC Affreightment 427 River Street PO Box 1216 Troy, NY 12180 2. J.R. Vinargo Mechanic's Lien $589,525 Corporation 2208 Plainfield Pike Johnston, RI 02919 3. GATX Corporation Rail Business Debt $302,426 3454 Solutions Center Chicago, IL 60677-3004 4. Maine Drilling & Mechanic's Lien $301,493 Blasting, Inc. PO Box 1140 Brunswick Road Gardiner, ME 04345 5. Emerald Equipment Civil Action Suit $172,364 Systems, Inc. 7600 Morgan Road Liverpool, NY 13090 6. CSX Transportation Business Debt $165,185 CSXT N/A 158302 PO Box 640839 Pittsburgh, PA 15264 7. E.J. Transport, LLC Civil Action Suit $160,179 25 Corellis Dr Rensselaer, NY 12144 8. Canadian Pacific Business Debt $86,896 Railway Comp. CM-9527 Saint Paul, MN 55170-9527 9. JMT of New York, Inc. Business Debt $46,568 40 Wight Ave. Hunt Valley, MD 21030 10. Grande Aggregates, LLC $34,000 9025 St. Rte 4 Whitehall, NY 12887 11. Brookhaven Rail Business Debt $25,298 Freight Services 205 Sills Road Yaphank, NY 11980 12. Promac Group Business Debt $23,430 22 Nealy Blvd Trainer, PA 19061 13. South Bay Machine Business Debt $21,100 Shop, Inc. 275 Ellsworth St Holbrook, NY 11741 14. Michael Ferrucci Business Debt $19,162 Repair, Inc. 96 Commercial St. Freeport, NY 11520 15. Edward Ehrbar, Inc. Business Debt $18,127 32970 Collection Center Dr. Chicago, IL 60693-0329 16. Barclay Damon Business Debt $13,731 125 East Jefferson St. Syracuse, NY 13202 17. Infinity Trans III Business Debt $13,700 Capital LLC Huntington Bank, L-3668 Columbus, OH 43260-3668 18. Guard Enterprises Business Debt $8,355 100 Sunset Trail Milford, PA 18337 19. Center Island Electric Corp. Business Debt $5,057 96 Nassau Road Roosevelt, NY 11575 20. Abbatiello Trucking Business Debt $4,815 7 Park Ave Carle Place, NY 11514 C. List of Magnolia Associates' Eight Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. J.R. Vinargo Mechanic's Lien $589,525 Corporation 2208 Plainfield Pike Johnston, RI 02919 2. Maine Drilling & Mechanic's Lien $301,493 Blasting, Inc. PO Box 1140 Brunswick Road Gardiner, ME 04345 3. New York Guarantor per $0 Commercial Bank Commercial NYCB Plaza Guaranty 102 Duffy Ave., 3rd Fl for Intercounty Hicksville, NY 11801 Paving Associates, LLC 4. NYS Marine Highway $0 Transportation, LLC 427 River Street Troy, NY 12180 5. Salvatore Gargano $0 c/o Compass Construction of NY Co., Inc. 234 Skillman Ave #2A Brooklyn, NY 11211 6. Signature Financial, LLC Unknown 225 Broadhollow Rd. Suite 132W Melville, NY 11747 7. Wells Fargo Guaranty on $0 Equipment Finance, Inc. Bareboat Charter 733 Marquette Ave, Party Agreement Suite 700 Minneapolis, MN 55402 8. Zurich North America Surety Bonding $0 Attn: Nicholas company Kokinakis, Claims Counsel 1299 Zurich Way, PO Box 968038 Schaumburg, IL 60196 MAISON PREMIERE: Restaurants Business as Usual While in Chapter 11 ------------------------------------------------------------------ Oyster bar Maison Premiere and French restaurant Sauvage said they will remain open while their parent companies undergo Chapter 11 restructuring in Brooklyn, New York. Owners Joshua Boissy and Krystof Zizka told EATER New York that they are still receiving product from vendors and continue to "pay them in full, as has always been the case in our many years in business." According to EATER, a spokesperson says that the restaurants filed for Chapter 11 bankruptcy to settle a legal matter, though she declined to discuss what that was. Maison Premiere Corp., owner of Williamsburg oyster bar Maison Premiere, and Lafitte LLC, owner of French restaurant Sauvage, sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case Nos. 19-43359 and 19-43360) on May 31, 2019. Maison Premiere -- https://maisonpremiere.com/ -- owns and operates an oyster bar, cocktail den & seafood restaurant in Brooklyn, New York. Sauvage -- https://sauvageny.com/ -- is a restaurant in Greenpoint, New York, that serves breakfast, lunch, dinner, brunch, wines, cocktails, and desserts. The Hon. Elizabeth S. Stong is the case judge. PICK & ZABICKI LLP is the Debtors' counsel. MARIJUANA COMPANY: 1Q 2019 Results Cast Going Concern Doubt ----------------------------------------------------------- Marijuana Company of America, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $4,232,377 on $114,810 of total revenues for the three months ended March 31, 2019, compared to a net income of $4,150,798 on $19,010 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $2,143,188, total liabilities of $8,087,340, and $5,944,151 in total stockholders' deficit. As shown in the Company's financial statements during three months ended March 31, 2019, the Company incurred net losses from operations of $4,232,377 and used cash in operations of $207,098. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. The Company's primary source of operating funds for the three months ended March 31, 2019 has been from revenue generated from proceeds from the issuance of convertible and other debt. The Company has experienced net losses from operations since inception, but expects these conditions to improve in 2019 and beyond as it develops its business model. The Company has stockholders' deficiencies at March 31, 2019 and requires additional financing to fund future operations. Chief Executive Officer Donald Steinberg and Chief Financial Officer Jesus M. Quintero said, "The Company's existence is dependent upon management's ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company's financing efforts will result in profitable operations or the resolution of the Company's liquidity problems." A copy of the Form 10-Q is available at: https://is.gd/jqbuOS Marijuana Company of America, Inc., through its subsidiaries, develops, manufactures, and sells industrial hemp derived and non-psychoactive cannabinoids consumer products under the hempSMART brand in the United States and Canada. The Company was formerly known as Converge Global, Inc. and changed its name to Marijuana Company of America, Inc. in December 2015. Marijuana Company was founded in 1985 and is headquartered in Escondido, California. MELISSA VILLASENOR: Trammell Buying Austin Property for $745K ------------------------------------------------------------- Melissa Villasenor asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property, commonly known as 2506 Hartford, Austin, Texas, legally described as Lot B, Pemberton Heights, Austin, Travis County, Texas, to Lori Trammell or assigns for $745,000. The title to 2506 Hartford is held by the Debtor. The improvements consist of a one story single family home totaling 2,664 square feet. The house was originally constructed in 1984. The property is located off of Windsor Road. The Debtor and the Buyer have entered into their Contract of Sale for the property. The Travis County Appraisal District has valued the property at $830,00. The Debtor has scheduled the value of the property at $925,000. The property has been actively listed since August 2018. The salient terms of the Contract are: a. Buyer: Lori Trammell or assigns, 16202 East Lakeshore Drive. Ms. Trammell is a Real Estate Agent licensed in the state of Texas. b. The proposed consideration to be received by the estate, including estimated costs of the sale or lease, including commissions, auctioneer’s fees, costs of document preparation and recording and any other customary closing costs: (i) $745,000 sales price; (ii) 6% broker's commissions ($44,700); and the Seller will also pay for a title policy, preparation of the deed and bill of sale, one-half of any escrow fee and costs to record any documents to cure title objections that Seller must cure. Additionally, taxes will be pro-rated. c. A description of the estimated or possible tax consequences to the estate, if known, and how any tax liability generated by the use, sale or lease of such property will be paid: Unknown A preliminary title search and review of the Schedules and proofs of claim filed in the case indicate the following liens, judgments, and other claims may exist against the Real Property: a. Network Funding, LP has filed a proof of claim in the amount of $446,500 as of the petition date. It also filed an affidavit stating that $459,144 was due-as of Nov. 7, 2018. Post-petition interest and attorneys' fees continue to accrue. b. The property is subject to 2019 ad valorem taxes. The 2019 ad valorem taxes will be pro-rated between the Debtor and the Purchaser. The Real Property will be sold subject to such taxes. All other liens, claims, interests and encumbrances will attach to the proceeds from the sale to the same extent, priority and validity as existed on the petition date. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Melissa_Villasenor_118_Sales.pdf The bankruptcy case is In re Melissa Villaseno (Bankr. W.D. Tex. Case No. 18-10402). MIDATECH PHARMA: Finalizes Development Plan for Tumors Treatment ---------------------------------------------------------------- Midatech Pharma PLC has finalized the development plan for its key MTD201 Q-Octreotide product, a treatment for acromegaly and neuroendocrine tumors (NET) based on the Company's unique polymer microsphere technology, Q-Sphera for sustained drug delivery. Following consultations with key opinion leaders, regulators, and potential partners, the Company plans to develop MTD201 as a new differentiated product for the treatment of acromegaly and NETs. Midatech has determined that the product characteristics uniquely conferred by Q-Sphera support this positioning of MTD201 to provide the most valuable, de-risked development programme for the Company. A key factor underpinning this decision is the significant competitive advantage and value added as a result of Midatech's Q-Sphera sustained release technology. The technology has patent protection into the 2030's. As previously reported, the pharmacokinetic and pharmacodynamic profile of MTD201 established in Midatech's 2018 Phase I exploratory study versus market leading Novartis' Sandostatin LAR (SLAR) delivered favourably on the target profile requirements needed compared to current marketed long-acting somatostatin analogues. Additional advantages demonstrated in the study include smaller, less painful needle size, simpler and error free reconstitution and injection, quicker bedside reconstitution (taking less than 10 minutes versus up to 40 minutes for SLAR), reduced wastage and significantly lower manufacturing costs. Midatech expects further competitive advantages to be leveraged in a differentiated MTD201 product versus other players in the market, such as SLAR, to be: - subcutaneous, rather than intramuscular, dosing. This is more convenient for patients, allows the potential for self- administration at home rather than having to come into the clinic, and is less painful to patients; - longer dosing intervals up to 6 weeks, as opposed to 4 weeks for other products; and - higher doses of up to 60mg compared to current 30mg doses. This means only a single injection is required for higher doses, compared to current octreotide products that require multiple doses that are both painful and very costly. The next phase of clinical development for MTD201 as a differentiated product is scheduled to commence in H2 2019 to support a first indication in acromegaly. The pivotal registration study in acromegaly patients will seek to compare MTD201 versus placebo and is planned to commence early 2020 following receipt of approval by regulators. Prior to this, Midatech plans a short Phase I study to look to confirm the use of the sub-cutaneous route in the pivotal trial, which the Company believes will provide further significant advantages, as outlined above. The pivotal program, the costs of which are expected to be in-line with the previously stated budget expectations as outlined on 4 February 2019, is expected to conclude in 2021 and, subject to a successful outcome and expected completion on commercial scale-up of MTD201 production at the Company's manufacturing facility in Bilbao, Midatech plans to submit marketing authorisation applications the same year. Subject to funding, a pivotal registration programme to support a second indication in NET is expected to commence in H1 2020. Commenting, Midatech's Chief Executive Officer, Dr Craig Cook, said: "We are delighted to be able to lay out our roadmap to bring MTD201 to market. Building on the exciting Phase I data and further leveraging the full potential of the Q-Sphera differentiating technology promises a compelling product opportunity for MTD201. The development path has been finalised in close collaboration with our distinguished advisory board, and we believe we have a clear path to potential commercialisation. We look forward to providing regular updates as the development programme progresses." About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of medicines for rare cancers, via both in-house programs as well as partnered programs. Midatech is headquartered in Cardiff, Wales. Midatech reported a net loss attributable to the owners of the parent of GBP15.03 million for the year ended Dec. 31, 2018, compared to a net loss attributable to owners of the parent of GBP16.06 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had GBP20.44 million in total assets, GBP3.52 million in total liabilities, and GBP16.92 million in total equity. Midatech said "We have incurred significant net losses and have had negative cash flows from operations during each period from inception through December 31, 2018, and had an accumulated deficit of GBP89.72 million at December 31, 2018. We have yet to generate a profit and, excluding share issues, cash flows have been consistently negative from the date of incorporation. Management expects operating losses and negative cash flows to continue for the foreseeable future. In the event that current cash reserves are found to be insufficient to achieve breakeven, then additional funding will have to be obtained, which may include public or private equity or debt offerings. Additional capital may not be available on reasonable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of our product candidates or our acquisition strategy, as well as consider other strategic alternatives. Furthermore, we will continue to assess the market value of certain of our assets so that non-dilutive funding could be available, if required, to drive long term value for the Company without a reliance on equity funding. In connection with this, effective Nov. 1, 2018, we sold all of the issued and outstanding stock of Midatech US to an affiliate of Barings LLC for initial cash consideration of $13.0 million, plus up to an additional $6.0 million in cash payable upon the obtainment of certain net sales milestones in 2018 and 2019 with respect to certain of the products marketed by Midatech US, individually and in the aggregate." NEONODE INC: Appoints Two New Members to Board of Directors ----------------------------------------------------------- The Board of Directors of Neonode Inc. appointed Mattias Bergman and Peter Lindell to the Board on June 11, 2019. Mr. Bergman will serve as a Class I director with a term expiring at the 2021 Annual Meeting of Stockholders and Mr. Lindell will serve as a Class III director with a term expiring at the 2020 Annual Meeting of Stockholders. Mr. Lindell also was appointed as a member of the Audit Committee of the Board. The appointments of Messrs. Bergman and Lindell fill the vacancies created by the resignations of Asa Hedin and Per Eriksson upon the conclusion of the 2019 Annual Meeting of Stockholders. Mattias Bergman, age 52, currently is chief executive officer of BIL Sweden, an industry association for Swedish manufacturers and importers of passenger cars, buses and trucks. He previously served for six years as president of NEVS, a developer and manufacturer of electric vehicles and mobility services based on the assets of SAAB Automobile. Prior to NEVS, Mr. Bergman held the position of vice president of Springtime, a Swedish public relations and communication agency, where he expanded its international presence including into China and India. From 1991 to 2010, he held different leading roles in the Swedish Trade Council (today called Business Sweden) and rotated in China, Japan and Korea. Peter Lindell, age 65, currently serves as chairman and board member in several companies where he also is an owner. He is chief executive officer of Cidro Holding, a private holding company, and chairman of Rite Internet Ventures Holding, Innohome OY, Frank Dandy Holding AB and Acervo AB. He also is a board member of Packet Front Software AB and Storevision Holding AB. Mr. Lindell has worked in the private equity market for twenty years as an investor and board member. He previously worked in the information technology and computer industry in various management positions. On Dec. 20, 2018, Neonode entered into a Share Purchase Agreement with investors as part of a private placement pursuant to which Neonode issued a total of 2,940,767 shares of common stock at a price of $1.60 per share for an aggregate of $4.7 million in gross proceeds. The investors included Mr. Lindell, a more-than-five-percent-owner of Neonode common stock, who purchased 1,117,783 shares in the private placement. About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com/-- develops, manufactures and sells advanced sensor modules based on the company's proprietary zForce AIR technology. Neonode zForce AIR Sensor Modules enable touch interaction, mid-air interaction and object sensing and are ideal for integration in a wide range of applications within the automotive, consumer electronics, medical, robotics and other markets. The Company also develops and licenses user interfaces and optical interactive touch solutions based on its patented zForce CORE technology. To date, Neonode's technology has been deployed in approximately 67 million products, including 4 million cars and 63 million consumer devices. The Company is headquartered in Stockholm, Sweden and was established in 2001. Neonode reported a net loss attributable to the Company of $3.06 million for the year ended Dec. 31, 2018, compared to a net loss attributable to the Company of $4.70 million for the year ended Dec. 31, 2017. As of March 31, 2019, Neonode had $12.94 million in total assets, $4.01 million in total liabilities, and $8.93 million in total stockholders' equity. "We have experienced substantial net losses in each fiscal period since our inception. These net losses resulted from a lack of substantial revenues and the significant costs incurred in the development and acceptance of our technology. Our ability to continue as a going concern is dependent on our ability to implement our business plan. If our operations do not become cash flow positive, we may be forced to seek sources of capital to continue operations. No assurances can be given that we will be successful in obtaining such additional financing on reasonable terms, or at all. If adequate funds are not available when needed on acceptable terms, or at all, we may be unable to adequately fund our business plan, which could have a negative effect on our business, results of operations, and financial condition," the Company said in its Annual Report on Form 10-K for the year ended Dec. 31, 2018. NEW ENGLAND MOTOR: Exclusivity Period Extended Until Sept. 9 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey extended the period during which New England Motor Freight, Inc. and its affiliates have the exclusive right to file a Chapter 11 plan through Sept. 9, and to solicit acceptances for the plan through Nov. 8. The extension will allow the companies to complete the asset sales already approved by the court and seek approval to sell their remaining assets. It will also give the companies more time to resolve tort claims, the cross-collateralization claims of their equipment lenders, and the claims of the unsecured creditors' committee to the proceeds from the sale of their assets, according to court filings. The court had earlier approved the sale of substantially all of New England Motor Freight's personal properties, including over 1,000 semi-tractors and 4,000 trailers. It also authorized the sale of the company's affiliates, Eastern Freight Ways, Inc. and Carrier Industries, Inc., to Estes Express Lines. About New England Motor Freight New England Motor Freight, Inc. -- http://www.nemf.com/-- provides less-than-truckload (LTL) carrier services in the United States and Canada. Founded in 1977, the company is based in Elizabeth, N.J., and has terminals in the Northeast and Mid-Atlantic. New England Motor Freight and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-12809) on Feb. 11, 2019. At the time of the filing, New England Motor estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge John K. Sherwood. The Debtors tapped Gibbons P.C. as legal counsel; Whiteford, Taylor & Preston, LLP as special counsel; Phoenix Executive Services, LLC, as restructuring advisor; and Donlin Recano as claims agent. The Office of the U.S. trustee appointed an official committee of unsecured creditors on February 21, 2019. The committee tapped Lowenstein Sandler LLP and Elliott Greenleaf as its legal counsel. NORBORD INC: S&P Alters Outlook to Stable, Affirms 'BB' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on Norbord Inc. to stable from positive. At the same time, S&P affirmed all its ratings on Norbord, including its 'BB' long-term issuer credit rating on the company. The outlook revision reflects the continued deterioration in North American oriented strand board (OSB) prices since second-half 2018, which S&P expects will result in Norbord's cash flows and earnings materially below the rating agency's previous expectations. "We now estimate the company's adjusted debt-to-EBITDA ratio to increase to close to 3x in 2019 compared with our previous expectation of below 1x. In our view, leverage at this level is not commensurate with a higher rating," S&P said. S&P, however, expects OSB market conditions to improve beyond this year, and supports Norbord's ability to generate credit measures that are supportive of the rating. Specifically, thee rating agency expects OSB prices to rebound and remain above current weak levels, which are significantly below the 15-year average of US$250 per thousand square feet (/msf). In S&P's view, growing demand and tightening industry supply are key price catalysts. Accordingly, the rating agency believes leverage will improve to the low 2x area in 2020. OSB prices peaked in the first half of 2018 at more than US$400/msf (7/16"), largely a result of the growing momentum in U.S. housing starts and short-term supply disruptions mainly related to weather and transportation. However, prices have deteriorated significantly in the past year, with North Central OSB prices currently about US$180/msf. Slowing U.S. housing starts and wet weather conditions have primarily resulted in price deterioration. The stable outlook reflects S&P's view that gradual recovery in U.S. housing starts and lack of new supply should improve OSB market fundamentals and support improvement in prices from current levels. Based mainly on its price estimates, S&P expects Norbord's leverage to improve to the low-2x area in 2020, which is commensurate with its current rating. "We could lower the rating on Norbord if, over the next 12 months, we believe the company's adjusted debt-to-EBITDA will increase and remain above 3x in 2020, with limited prospects for improvement shortly thereafter In this scenario, we would expect OSB prices to remain meaningfully below expectations, most likely due to slower-than-expected U.S. housing starts," S&P said. "Although it is unlikely over the next 12 months, we could raise the rating on Norbord if we believe the company will generate and maintain adjusted debt-to-EBITDA below 1.5x on a sustained basis," S&P said, adding that this could occur if U.S. housing market fundamentals materially exceed its expectations, resulting in OSB prices that are significantly higher than its forecast. In this scenario, S&P also expects Norbord's business would be less sensitive to OSB price volatility, most likely from sustained improvement in the company's European operations. P&L DEVELOPMENT: Moody's Assigns First-Time B2 CFR, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service assigned a first time B2 Corporate Family Rating and a B2-PD Probability of Default rating to P&L Development, LLC. At the same time, Moody's assigned a B2 (LGD4) rating to PLD's new $310 million first lien term loan. Proceeds of the term loan in addition to a $15 million investment from Stephens, Inc., will be used to finance the acquisition of Teva Pharmaceutical's nicotine replacement therapy business and a number of Teva marketed products. The company will also acquire a number of approved products from TEVA that are yet not marketed. Proceeds will also be used to refinance existing debt, pay fees and expenses and add to excess cash. Stephens Inc. is a long term equity holder of PLD. The outlook is stable. The following ratings are assigned: P&L Development, LLC Corporate Family Rating at B2 Probability of Default at B2-PD $310 million senior secured first lien term loan at B2 (LGD4) The outlook is stable. RATINGS RATIONALE P&L Development's Corporate Family Rating reflects the company's high financial leverage with pro-forma debt to EBITDA of 6.9x. The rating also reflects the company's more moderate scale, with pro-forma revenues of about $400 million, as compared to other larger and better capitalized players. Moody's believes that the company will continue to engage in debt financed acquisitions to build scale, which will keep financial leverage elevated. PLD has limited geographic diversity, with the majority of its revenues derived from US markets, where the competitive landscape for store brand over-the-counter products ("OTC") is intense. Partially offsetting these risks are PLD's attractive growth prospects for nicotine replacement therapy products and other OTC marketed products in an environment where health care costs will continue to be a focus for consumers. The company generates positive free cash flow. The stable outlook reflects Moody's view that PLD will remain moderate in scale as compared to larger companies that sell over the counter products. The outlook also reflects the rating agency's belief that PLD's financial leverage will remain high and improve over time through earnings growth and debt repayment. PLD's ratings could be downgraded if the company experiences significant operational disruption or if financial performance deteriorates. The ratings could also be downgraded if the company's financial policy becomes increasingly aggressive, including additional debt funded acquisitions. Moody's could also downgrade ratings if PLD's liquidity deteriorates or if the company is unable to reduce debt to EBITDA below 5.5x over the next year. The rating could be upgraded if PLD successfully integrates the Teva acquisitionand materially increases its scale, while effectively managing its growth strategy. The company would also need to continue to generate good earnings growth and positive free cash flow. An upgrade would also require debt to EBITDA be sustained below 4.5x. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Headquartered in Westbury, NY, PLD manufactures, packages and distributes over-the-counter private label products across multiple categories. The company provides contract manufacturing and contract packaging services to major OTC and nutritional companies in the United States. PLD is majority owned by the Singer family with Steven Inc., a long-term equity holder of PLD, as a minority shareholder. The company generates pro-forma annual revenues of about $400 million. PG&E CORP: Power Producers Appeal Bankruptcy Ruling on Contracts ---------------------------------------------------------------- Power producers NextEra Inc., Consolidated Edison Inc and Calpine Corp on June 13, 2019, said they will appeal a recent decision by a bankruptcy judge that the Federal Energy Regulatory Commission has no say in whether utility PG&E Corp. may reject its power purchase agreements if it chooses to while in bankruptcy. The FERC in January 2019 ordered that, because wholesale power contracts are not simple "run-of-the-mill" contracts between two private parties, and implicate the public's interest in the orderly production of plentiful supplies of electricity at just and reasonable rates, the bankruptcy court and FERC both must approve rejection of a PPA for rejection to have effect. Judge Dennis Montali of the U.S. Bankruptcy Court in San Francisco, in a June 7, 2019 decision in the matter, PG&E Corporation, Pacific Gas and Electric Company v. Federal Energy Regulatory Commission, Adv. Proc. No. 19-03003, rejected the FERC's argument that it has "concurrent jurisdiction" over the agreements. "To this court, FERC's decision was not only unauthorized, but has and continues to have the effect of undermining the function of the bankruptcy court in its role of ensuring that the goals and purposes of bankruptcy law and policy are properly served and properly executed. Despite FERC's lip service to what it describes as “concurrent jurisdiction” to carry out differing and perhaps competing policies, the effect of its decision guts and renders meaningless the bankruptcy court's responsibilities in this area of the law," Judge Montali said. "The Federal Energy Regulatory Commission does not have concurrent jurisdiction, or any jurisdiction, over the determination of whether any rejections of power purchase contracts by either Debtor should be authorized," Judge Montali, who oversees PG&E's bankruptcy case, said in a declaratory judgment entered June 12, 2019. "Debtors do not need approval from the FERC to reject any of their power purchase contracts." In notices of appeal filed on Jan. 13, 2019, in U.S. Bankruptcy Court in San Francisco, NextEra Energy, Consolidated Edison and Calpine said they would appeal Montali's decision to the U.S. District Court for the Northern District of California or the U.S. Ninth Circuit Court of Appeals. PG&E's power purchase agreements are valued at up to $42 billion, according to Reuters. A copy of Judge Montali's decision is available at: http://bankrupt.com/misc/PGE_Bankr_Ruling_vs_FERC.pdf NextEra Energy, Inc. and NextEra Energy Partners, L.P. are represented by: Kenneth N. Klee, Esq. David M. Stern, Esq. Samuel M. Kidder, Esq. KLEE, TUCHIN, BOGDANOFF STERN LLP 1999 Avenue of the Stars, Thirty-Ninth Floor Los Angeles, CA 90067 E-mail: kklee@ktbslaw.com dstern@ktbslaw.com skidder@ktbslaw.com - and - Howard Seife, Esq. Christy Rivera, Esq. Andrew Rosenblatt, Esq. NORTON ROSE FULBRIGHT US LLP 1301 Avenue of the America New York, NY 10019 Consolidated Edison is represented by: Hugh M. McDonald, Esq. Jonathan Forstot, Esq. TROUTMAN SANDE LP 875 Third Avenue New York, NY 10022 - and - Gabriel Ozel, Esq. TROUTMAN SANDERS LLP 11682 El Camino Real, Suit 400 San Diego, CA 92130-2092 Calpine Corp. is represented by: Mark E. McKane, P.C., Esq. Michael P. Esser, Esq. KIRKLAND & ELLIS LLP 555 California Street San Francisco, CA 94104 E-mail: mark.mckane@kirkland.com michael.esser@kirkland.com - and - David R. Seligman, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 E-mail: dseligman@kirkland.com - and - Erin E. Murphy, Esq. KIRKLAND & ELLIS LLP 1301 Pennsylvania Avenue, N.W. Washington, D.C. 20004 E-mail: erin.murphy@kirkland.com About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PG&E CORPORATION: Exclusive Filing Period Extended Until Sept. 26 ----------------------------------------------------------------- Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California extended the period during which PG&E Corporation and its affiliates have the exclusive right to file a Chapter 11 plan through Sept. 26, and to solicit acceptances for the plan through Nov. 26. The extension will allow the companies "to continue to focus on preserving and enhancing going concern value and implementing a financial and operational restructuring," according to their attorney, Jane Kim, Esq., at Keller & Benvenutti, LLP. During the initial stages of their bankruptcy cases, the companies focused their attention on how to minimize disruptions to their services as they transitioned into Chapter 11 and how to maintain relationship with their business partners, the Governor's Office and other key stakeholders. As a result of these efforts, the companies have avoided any threat to their ability to provide services to their customers. The Governor's Office and its task force, however, are still reviewing legislative alternatives that likely will be critical to the companies' emergence from bankruptcy. If a consensual resolution of the companies' wildfire liability cannot be achieved, formal proceedings in the bankruptcy court will be required to quantify that liability before any plan negotiation can take place, according to court filings. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PINK OCEAN: Freedom 123 Buying Stockton Property for $2.9 Million ----------------------------------------------------------------- Pink Ocean Hospitality, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of the real property commonly known as 33 North Center Street, Stockton, California to Freedom 123, LLC for $2.9 million, subject to overbid. The Property historically operated as a hotel, generating income from patrons. Currently, the hotel is inoperative and does not present a viable source of income for the Debtor. The proposed sale will satisfy the liens of the secured creditors, and provides the Debtor with proceeds of approximately $330,000. On Nov. 5, 2018, creditor SAS Stockton, LLC, caused a Notice of Default and Election to Sell Under Deed of Trust to be recorded in the San Joaquin County Recorder's office, document number 2018-122017. On Feb. 8, 2019, creditor SAS Stockton caused a Notice of Trustee's Sale to be recorded in the San Joaquin County Recorder's Office, document number 2019-013723, scheduling a sale date of March 8, 2019. The assets identified as property of the bankruptcy estate in the Schedules include the Property. The Debtor has not yet filed a Chapter 11 plan in the matter. That plan will provide, in part, for the payment to creditors subsequent to the proposed sale of the Property and liquidation of assets. Creditor SAS Stockton holds a first deed of trust against the property in an amount believed to be approximately $1,927,410, according to the Notice of Trustee's Sale recorded in February 2019. SAS Stockton has not filed a Proof of Claim in the case. The proposed sale is free and clear of all liens, claims, encumbrances and interests, including the lien of SAS Stockton. The proposed sale of the Property is "as is," in its present physical condition as of the date of Acceptance. The proposed sale of the Property is subject to overbidding and any person interested in overbidding must be willing to purchase the Property on the same or similar terms as the proposed sale, as ultimately agreed upon. The Debtor suggests that any overbids by qualified bidders be in increments in an amount of not less than $25,000. Prior to the hearing, all interested overbidders are required to submit to proposed counsel for the Debtor-in-Possession, evidence of ability to close, and a cashier's check (deposit) in the amount of $100,000 payable to Old Republic Title Co. If a Qualified Overbidder is not successful at the hearing, the Overbidder Deposit will be returned to such Qualified Overbidder upon the entry of the order confirming the successful bidder for the Property. If a Qualified Overbidder is approved as the high (winning) bidder but fails to consummate the sale or otherwise breaches its agreements with Debtor, its Overbidder Deposit will be fully forfeited to the Debtor in the case and administered through a future proposed Plan. Close of escrow will be not later than Dec. 31, 2019, subject to the terms and conditions set forth in the addendum and purchase agreement. Upon closing escrow, the Buyer will execute a promissory note, in favor of the Debtor, in the sum of $300,000, to be secured by a deed of trust. The remaining purchase price will be paid by the Buyer. The Debtor asks the Court to waive the 10-day stay period provided by Federal Rules of Bankruptcy Procedure, Rules 4001(a)(3), to the extent applicable, and 6004(g). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Pink_Ocean_85_Sales.pdf A hearing on the Motion is set for June 5, 2019 at 11:00 a.m. About Pink Ocean Pink Ocean Hospitality, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 19-21395) on March 7, 2019. The Debtor's counsel: CHARLES L. HASTINGS NATALI A. RONCA Law Offices of Charles L. Hastings 4568 Feather River Dr., Ste. A Stockton, CA 95219 Tel: (209) 476-1010 RALPH MARRA: Consideration of Real Property & Vehicles Sale Abated ------------------------------------------------------------------ Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida abated consideration of Ralph Brian Marra's proposed sale of the following: (i) real property located at 5 Post Road, Rumson, Monmouth County, New Jersey; (ii) two automobiles of wife, Janice Marra, namely a BMW 750LI and a Porsche Boxter; and (iii) his 2013 Ford F250. The case came on for consideration, without hearing, of the Motion. After review, the Court determines that the Motion is deficient as follows: a. Service upon the Parties in Interest List, defined by Local Rule 1007-2 a current mailing matrix obtained from the Clerk of Court is not b. A specific description of the property encumbered by the lien, including legal description if real property or VIN if vehicle, is not included. Accordingly, the Court abated the consideration of the Motion until the deficiency is corrected. No additional filing fee will be assessed for the filing of any amended motion filed for the purposes of correcting the noted deficiency. The Clerk's Office is directed to serve a copy of the Order on interested parties. Ralph Brian Marra sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-02370) on March 19, 2019. The Debtor tapped Steven M. Berman, Esq., at Shumaker, Loop & Kendrick, LLP, as counsel. REDDOUT RENTALS: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: Reddout Rentals, LLC 2241 Hudson Road Outlook, WA 98938 Business Description: Reddout Rentals LLC owns two real estate properties in Outlook, Washington having a total current value of $429,630. Chapter 11 Petition Date: June 12, 2019 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Case No.: 19-01579 Judge: Hon. Frank L. Kurtz Debtor's Counsel: Roger William Bailey, Esq. BAILEY & BUSEY PLLC 411 North 2nd Street Yakima, WA 98901 Tel: 509-248-4282 Fax: 509-575-5661 E-mail: roger.bailey.attorney@gmail.com Total Assets: $431,458 Total Liabilities: $1,159,000 The petition was signed by Helen Reddout, manager/member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/waeb19-01579.pdf RONNIE EASTER: Dodge Pickup & Equipment/Personal Property Sale OK'd ------------------------------------------------------------------- Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western District of Oklahoma authorized Ronnie David Easter's (i) private sale of a 2000 Dodge pickup to an unrelated third party for $4,500; and (ii) sale at public auction of the various items of equipment and personal property itemized on Exhibit A. The sale will free and clear of all liens. The proceeds from the sale of the pickup will be paid to First National Bank of Elk City. The net proceeds from the sale of the various items of equipment will be paid by the auctioneer directly to the respective creditors having liens and/or security interests against the various items, after the appropriate auctioneer's commission is withheld from the gross sale price. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Ronnie_Easter_37_Sales.pdf Counsel for the Debtor: Gary L. Morrissey, Esq. 1725 Linwood Boulevard Oklahoma City, OK 73106 Telephone: (405) 272-1500 Facsimile: (405) 272-3090 E-mail: g.morrissey@yahoo.com Ronnie David Easter sought Chapter 11 protection (Bankr. W.D. Okla. Case No. 18-14884) on Nov. 26, 2018. SAM MCFADIN: $175K Private Sale of Hope Floats to Export Approved ----------------------------------------------------------------- Judge Richard D. Taylor of the U.S. Bankruptcy Court for the Eastern District of Arkansas authorized Sam McFadin's private sale of the 2011 22' 390 Coupe Cruiser boat (Hull CRSMA04C011) with a 2011 420 HP Volvo model 8.1 motor (presently scheduled as a 42' Yacht), along with a pending insurance claim for repairs), known as "Hope Floats," to Export Marine for $175,000. The Boat is registered with the United States Coast Guard and perfection of a security interest in the boat is exclusively governed by 46 USC Sections 31321 and 31322, Ark. Code. Ann. Section 4-9-310(b)(3), and Section 4-9-311(a)(1), which requires filing of an instrument with the United States Coast Guard. Bank OZK has a perfected security lien, Central Arkansas Truck and Trailer claims a standard lien on the boat. The sale is free & clear of all liens and claims except all such liens and claims will attach to proceeds. The Debtor may execute documents to consummate the transaction. The proceeds from the sale of the Boat are to be tendered to Keech Law Firm, PA, the counsel for the Debtor to be deposited into its IOLTA account, to be disbursed in accordance with future orders of the Court. About Sam McFadin Sam McFadin sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 18-14980) on Sept. 14, 2018. The Debtor tapped Kevin P. Keech, Esq., at Keech Law Firm, PA, as its legal counsel. SENIOR CARE: Sets Sale/Abandonment Procedures for De Minimis Assets ------------------------------------------------------------------- Senior Care Centers, LLC, and its debtor-affiliates, ask the U.S. Bankruptcy Court for the Northern District of Texas to (i) authorize and approve their procedures for the sale or abandonment of their assets with de minimis value outside the ordinary course of business; and (ii) authorize them to pay commissions and/or fees, if any, related to sales without the need for further Court On Jan. 24, 2019, the Court entered the Order (I) Authorizing the Debtors to Reject Certain Executory Contracts and Unexpired Leases Nunc Pro Tunc to the Filing Date, and (II) Granting Certain Related Relief ("First Rejection Order"). The Second Rejection Order was entered on on Jan. 31, 2019, and the Third Rejection Order was entered on on Feb. 28, 2019. The nonresidential real property leases that were rejected pursuant to the First, Second, and Third Rejection Orders represent the bulk of the real property leases that the Debtors will be rejecting in these Chapter 11 Cases, and they have already commenced the process to transition these facilities back to new operators pursuant to various settlement and transfer orders entered by the Court. The Debtors' deadline to assume or reject their remaining real property leases is July 2, 2019. Certain of the new operators have already elected not to have various assets with de minimis value assigned to them, and the Debtors believe that the other new operators may also elect not to have various de minimis assets assigned to them as the transition process continues. Throughout the course of the these Chapter 11 Cases, the Debtors may identify additional assets that the new operators and/or a plan sponsor wish to exclude and that are no longer necessary for them to conduct their remaining business. Such assets will require liquidation or closure. Additionally, in some instances, the costs to relocate, store, and maintain some assets may outweigh any potential recovery the Debtors may receive from a future sale. In the course of evaluating the business and transitioning facilities to new operators, the Debtors may encounter opportunities or, given the circumstances of these Chapter 11 Cases, the need to dispose of de minimis assets, including, but not limited to, (i) medical equipment that was not wanted by the new operators and is no longer used in the ordinary course of the Debtors' business, (ii) office equipment and furniture not wanted by the new operator, and (iii) other assets that prove to be burdensome to retain and aintain, and unnecessary during these Chapter 11 Cases ("De Minimis Assets"). The Debtors submit that the Procedures will allow them to efficiently realize any proceeds as a result of liquidation of the De Minimis Assets, and dispose of the De Minimis Assets, without incurring the delay and costs of preparing, filing, serving, and having hearings on motions for approval of each disposition of the De Minimis Assets. Additionally, the Debtors believe that, in certain circumstances, the highest and best value for De Minimis Assets may be generated through the use of a third party and such use of a third party is in the best interest of the estates and could maximize value for the De Minimis Assets. Notwithstanding, the Debtors are not required to retain an auctioneer by way of the Motion. Accordingly, by the Motion, the Debtors propose to (i) sell certain De Minimis Assets to one or more purchasers, free and clear of all liens, claims, interests,and encumbrances in accordance with the Procedures, (ii) pay reasonable, customary commissions or fees to third-party brokers and/or auctioneers, as applicable and needed, in connection with De Minimis Assets sales, or (iii) abandon certain De Minimis Assets, as the case may be, without further approval of the Court. To avoid the unnecessary costs and delays associated with obtaining specific Court authorization, on multiple occasions, for each proposed sale or abandonment of property, as the case may be, of relatively de minimis value, the Debtors propose these procedures: (1) Without further hearing or order of the Court, and with notice via e-mail or overnight delivery to the United States Trustee, the Debtors will be authorized to immediately consummate sales or other disposition of the De Minimis Assets with a selling price equal to or less than $25,000, free and clear of all liens, claims, interests, and encumbrances, with such Liens attaching solely to the sale proceeds, and the Debtors are authorized to pay any broker and/or auctioneer fees related to such sales. (2) The Debtors will give notice via e-mail or overnight delivery service of the proposed sale or disposition of a De Minimis Asset with a selling price greater than $25,000 but less than $100,000 to (i) the United States Trustee, and (ii) any known party that the Debtors reasonably believe could claim an interest in the De Minimis Asset proposed to be sold or abandoned. (3) The Notice Parties will have five business days from the date on which the notice is sent to object to, or request additional time to evaluate, the sale or disposition. Any objection or request for more time to consider the sale or disposition must be in writing and served upon counsel to the Debtors: Polsinelli PC, 600 Third Avenue, 42nd Floor, New York, New York 10016; Attn: Jeremy R. Johnson (jeremy.johnson@polsinelli.com). Separate Court approval will be required for any single sale that exceeds $100,000. The payment of the commissions in compliance with the Procedures will avoid the unnecessary accumulation of administrative and professional fees, including the time and expense required to file retention applications and to prepare, file, and prosecute additional fee applications. The Debtors are not required to hire an auctioneer or any other third party in order to sell the De Minimis Assets and may choose to sell such De Minimis Assets on their own accord. About Senior Care Centers Senior Care Centers, LLC -- https://senior-care-centers.com/ -- is a Dallas-based, skilled nursing and long-term care industry leader in Texas and Louisiana. Senior Care Centers operates and manages more than 100 skilled nursing and assisted/independent living communities in the states of Texas and Louisiana. On Dec. 4, 2018, Senior Care Centers and 120 of its subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 18-33967). The Debtors tapped Polsinelli PC as bankruptcy counsel; Hunton Andrews Kurth LLP as conflicts counsel; Sitrik and Company as communications consultant; and Omni Management Group, Inc. as claims, noticing, and administrative agent. On Dec. 14, 2018, the Office of the United States Trustee for the Northern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 Cases. SHERIDAN INVESTMENT II: Moody's Cuts CFR to Ca & Term Loan to Caa2 ------------------------------------------------------------------ Moody's Investors Service downgraded corporate family ratings of Sheridan Investment Partners II, L.P. (SIP II), Sheridan Production Partners II-A, L.P. (Fund II-A) and Sheridan Production Partners II-M, L.P. (Fund II-M), (collectively Sheridan II) to Ca from Caa2, probability of default ratings to Ca-PD from Caa2-PD and ratings on senior secured loans to Caa2 from Caa1. The outlook is changed to negative from stable. Downgrades: Issuer: Sheridan Investment Partners II, LP Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD Corporate Family Rating, Downgraded to Ca from Caa2 Senior Secured Term Loan, Downgraded to Caa2 (LGD2) from Caa1 (LGD3) Issuer: Sheridan Production Partners II-A, LP Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD Corporate Family Rating, Downgraded to Ca from Caa2 Senior Secured Term Loan, Downgraded to Caa2 (LGD2) from Caa1 (LGD3) Issuer: Sheridan Production Partners II-M, LP Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD Corporate Family Rating, Downgraded to Ca from Caa2 Senior Secured Term Loan, Downgraded to Caa2 (LGD2) from Caa1 (LGD3) Outlook Actions: Issuer: Sheridan Investment Partners II, LP Outlook, Changed To Negative From Stable Issuer: Sheridan Production Partners II-A, LP Outlook, Changed To Negative From Stable Issuer: Sheridan Production Partners II-M, LP Outlook, Changed To Negative From Stable RATINGS RATIONALE The rating action follows the request by Sheridan II to forbear interest payments under its secured bank facilities and loans until the end of July 2019. The company said that it is organizing a sale of assets to raise funds to repay all or part of its outstanding debt. Moody's views Sheridan's II capital structure as unsustainable. As of the end of March 2019, the company was in default under its subordinated unsecured loans and was not in compliance with multiple financial and other covenants under its secured Reserve Based Loans and Term Loans. The company's senior lenders agreed to a limited waiver of the covenants to July 31, 2019. Sheridan II's credit profile is constrained by its poor asset coverage and weak operating cash flow metrics. Additionally, the company's weak liquidity constrains its ability to grow reserves or production. Sheridan II's credit profile also suffers from its complex organizational structure that was created to address business and tax considerations of a diverse mix of individual, corporate, and tax-exempt investors. The funds were created to be an investment vehicle with a mandate to buy mature producing fields while reducing commodity price risk through hedging. The negative outlook on the ratings reflects a high degree of uncertainty about the timing and value of potential sales of assets. Failure to execute on asset sales will give rise to substantial doubt as to the company's ability to continue as a going concern. The ratings could be downgraded in the event of a default on debt maturities or balance sheet restructuring. The ratings may be upgraded upon successful divestment of assets or equity injection. The Term Loans of all the funds are rated Caa2, two notches above the CFR. The Reserve Based Loans and Term Loans benefit from the substantial cushion junior to the secured facilities, in the form of $477 million of unsecured subordinated loans as of March 31, 2019. The senior secured debt of Sheridan II is comprised of revolving credit facilities ($66 million outstanding in total at March 31, 2019) and term loans ($543 million outstanding at March 31, 2019) made available to SIP II, Fund II-A, and Fund II-M. SOURCE ENERGY: DBRS Confirms B Issuer Rating & Alters Trend to Neg. ------------------------------------------------------------------- DBRS Limited confirmed the Issuer Rating of Source Energy Services Canada LP and Source Energy Services Canada Holdings Ltd. (together, the Co-Issuers) at B and the rating on the Senior Secured First Lien Notes (the Senior Notes) issued by the Co-Issuers at B (high) with a recovery rating of RR3. Simultaneously, DBRS changed all trends to Negative from Stable. DBRS has based its analysis on the consolidated financial statements of the ultimate holding company, Source Energy Services Limited (Source or the Company). Source has no material assets, liabilities, revenues or expenses of its own other than the shares it holds in the capital of its subsidiaries and is consistent in all material respects with the financial statements of the Co-Issuers. The Co-Issuers' ratings are underpinned by Source's fully integrated operations with market-leading logistics infrastructure and its established customer relationships with contracted sales volumes, coupled with an industry trend toward higher proppant intensity. Key factors moderating the ratings include the Company's relatively small size, the cyclical nature of its end-use markets, weaker credit metrics and lack of geographical and product diversification. The change in trend acknowledges the deterioration in the Company's key credit metrics and is reflective of DBRS's opinion that the outlook for drilling and completion in the Western Canadian Sedimentary Basin (WCSB) remains muted in 2019 with a high degree of uncertainty thereafter. While the Company has improved its contract profile with the addition of three new customers under multi-year contracts, DBRS expects overall sales volumes in 2019 to be lower due to weaker non-contracted sales volumes, as activity levels in the WCSB are expected to be lower. Beyond 2019, oil and gas producers are unlikely to increase spending materially until there is greater visibility on pipeline takeaway capacity, provincial curtailment in Alberta and government policy changes. Over the last six months, lower earnings due to weaker activity levels and higher debt as a result of free cash flow deficits have resulted in a material deterioration of Source's key credit metrics. Source's lease-adjusted debt-to-cash flow and EBIT interest coverage ratios for the last 12 months ended March 31, 2019, are below the threshold for the current rating (7.35 times (x) and 0.54x, respectively). DBRS expects the credit metrics to weaken further in 2019 due to weaker earnings and higher debt. However, DBRS does note that given the Company's predominantly variable cost base and low maintenance CapEx, any marginal improvement in product pricing beyond DBRS's base case assumptions could lead to a material improvement in the key credit metrics. While the Company is expected to draw on its asset-backed credit facility in 2019 to fund an expected free cash flow deficit, DBRS believes the Company should have adequate liquidity over the next 12 months to meet its obligations. However, if activity levels track materially lower than DBRS's base case assumptions, the Company's liquidity could come under pressure. A negative rating action is likely if the outlook for activity levels remains unchanged over the next 12 months and/or if there is a material deterioration in financial performance in the interim. Conversely, if the key credit metrics improve with a positive outlook for drilling and completion activity beyond 2019, DBRS may change the trend back to Stable. Notes: All figures are in Canadian dollars unless otherwise noted. SOUTH SIDE: $485K Sale of 2013 SR2 Western Star Rotator Approved ---------------------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Eastern District of Arkansas authorized South Side Salvage, Inc.'s private sale of 2013 SR2 Western Star Rotator, VIN 5KKXAF008DPBT4431, to Advanced Towing and Recovery for $485,000. The sale is free and divested of the liens. After due notice to the claimants, lien creditors, and interest holders, and no objection having been made or, if made, resolved/overruled, the incidental and related costs of sale and of the within bankruptcy proceeding, will be paid in advance of any distribution to said lien creditors. The Buyer will be responsible for any and all sales tax associated with the sale. The Buyer will remit payment to the counsel for the Reorganized Debtor by check made payable to the Bankruptcy Estate of South Side Salvage, Inc., which will be held by the counsel for the Reorganized Debtor until said funds are distributed in accordance with the provisions of the confirmed Chapter 11 Plan Dated as of Feb. 25, 2019. The Debtor will serve a copy of the within Order on each Respondent (i.e., each party against whom relief is sought) and its attorney of record, if any, upon any attorney or party who answered the motion or appeared at the hearing, the attorney for the Debtor, the Purchaser, and the attorney for the Purchaser, if any, and file a certificate of service. The closing will occur within 30 days of the Order and the Debtor will file a report of sale within seven days following closing. The Purchaser: ADVANCED TOWING AND RECOVERY 7 Nemo Clark Road Laurel MS 39440 About South Side Salvage South Side Salvage, Inc. -- http://southsidesalvage.com/newsite-- provides heavy duty towing and recovery, semi-truck repair, used truck parts, and more serving Pennsylvania, Maryland and West Virginia. It was founded in July 2003 by William H. Oester. South Side Salvage sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-70603) on Aug. 27, 2018. In the petition signed by William Oester, president, the Debtor disclosed $1,607,478 in assets and $1,172,307 in liabilities. Judge Jeffery A. Deller oversees the case. The Debtor tapped Spence, Custer, Saylor, Wolfe & Rose, LLC, as its legal counsel; and Barnes Saly & Company, P.C., as its accountant. SOUTHFRESH AQUACULTURE: Exclusivity Period Extended Until Aug. 26 ----------------------------------------------------------------- Judge Jennifer Henderson of the U.S. Bankruptcy Court for the Northern District of Alabama extended the period during which SouthFresh Aquaculture LLC has the exclusive right to file a Chapter 11 plan through Aug. 26, and to solicit acceptances for the plan through Oct. 25. SouthFresh's attorney, Wes Bulgarella, Esq., at Maynard, Cooper & Gale, P.C. previously said that the extension would give the company more time to finalize and seek court approval of either a lease or sale of its processing plant in Eutaw, Ala., and resolve the claims of Double Wheel and other creditors, which will serve as a key component to its plan of reorganization. About SouthFresh Aquaculture A subsidiary of Alabama Farmers Cooperative, SouthFresh Aquaculture LLC -- http://www.southfresh.com/-- is a catfish-centered business committed to sustainable aquaculture practices. Founded in 1987, the company's primary business is domestic catfish processing. It processes millions of pounds of catfish per year for food service and retail industries. SouthFresh Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-70152) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $10 million and $50 million. The case is assigned to Judge Jennifer H. Henderson. The Debtor tapped Maynard, Cooper & Gale, P.C. as its legal counsel. T & N FOUNTAIN: Hires SRS Real Estate as Real Estate Broker ----------------------------------------------------------- T & N Fountain Valley Investments, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Central District of California to employ SRS Real Estate Partners, as real estate broker to the Debtors. T & N Fountain requires SRS Real Estate to market and sell the commercial real property located at 20241 Valley Boulevard and 319 S. Lemon Creek Drive, Walnut, California 91789. SRS Real Estate will be paid a commission of 4% of the gross sales price of the properties. SRS Real Estate will also be reimbursed for reasonable out-of-pocket expenses incurred. Garrett Colburn, real estate broker of SRS Real Estate Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. SRS Real Estate can be reached at: Garrett Colburn SRS REAL ESTATE PARTNERS 610 Newport Center Drive, Suite 1500 Newport Beach, CA 92660 Tel: (949) 698-1120 T & N Fountain Valley T & N Fountain Valley Investments, LLC, and T & N Walnut Investments, LLC, listed their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). T&N Fountain's principal assets are located at 16650 Harbor Blvd., Fountain Valley, Calif. T&N Walnut's principal assets are located at 20241 Valley Blvd. and 319 S. Lemon Creek Drive, Walnut, Calif. T & N Fountain Valley Investments and T & N Walnut Investments sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 19-11480 and 19-11481) on April 22, 2019. At the time of the filing, T & N Fountain estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. T & N Walnut disclosed assets of between $1 million and $10 million, and liabilities of the same range. The cases are assigned to Judge Catherine E. Bauer. WEILAND GOLDEN GOODRICH LLP, led by David M. Goodrich, is the Debtor's counsel. TEAM HEALTH: Moody's Alters Outlook on B3 CFR to Stable ------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating and B3-PD Probability of Default Rating of Team Health Holdings, Inc. Moody's also affirmed the B2 rating on the company's senior secured credit facilities and Caa2 rating on its unsecured notes. Moody's also changed the outlook to stable from negative. The rating actions reflect Moody's expectation that the company will operate with very high financial leverage over the next 12 months. Team Health's pro forma adjusted debt to EBITDA was approximately 8.6 times at the end of March 31, 2019. Moody's does not expect a material improvement in this ratio until at least mid-2020. However, Team Health has demonstrated an ability to generate consistently positive free cash flow and has good liquidity. The company generates free cash flow in excess of $100 million annually, has a sizable cash balance, nearly full availability of its $400 million revolver and no near-term debt maturities. This affords the company time to execute its turnaround strategy, despite having very high leverage that is inconsistent with the current rating. Moody's expects that the gradual improvement of profitability will be driven by measures like optimizing its customer contracts and increasing utilization of employed physicians. To maintain the B3 CFR, the company will need to realize gains from these measures. Efficiency gains and margin expansion will also be necessary to offset challenges from weak patient volumes in the emergency department business, reimbursement risk and growing exposure to uninsured patients. "The affirmation of Team Health's CFR and change in outlook to stable reflects Moody's expectation that the company will reduce its leverage to below 8.0 times by the end of 2020 because of gradual improvement in its earnings and debt reduction," said Moody's Vice President Kailash Chhaya. Ratings affirmed: Team Health Holdings, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured revolving credit facility expiring 2022 at B2 (LGD3) Senior secured term loan due 2024 at B2 (LGD3) Unsecured notes due 2025 at Caa2 (LGD6) The outlook changed to stable from negative. RATINGS RATIONALE Team Health's B3 CFR reflects its very high leverage and challenging operating environment. This includes weak emergency department volume trends, reimbursement risk, and the company's exposure to uninsured individuals, each of which is a risk to profitability. The credit profile is supported by Team Health's large scale and strong competitive position in the highly fragmented physician staffing industry. The credit profile is also supported by good liquidity and stable cash flow. Moody's expects Team Health to gradually improve its post-acute care business. Moody's also expects Team Health to continue with small tuck-in acquisitions if those transactions improve the company's ability to deleverage. The stable outlook reflects Moody's view that the leverage will start declining in the latter half of 2020 and approach 8.0 times by the end of 2020 as the company gradually reduces its debt and improves its earnings. The ratings could be downgraded if Moody's anticipates a significant reduction in free cash flow or if liquidity weakens. At any point, if Moody's expects the company's leverage reduction to be slower than already anticipated (below 8.0 times by 2020), the ratings could be downgraded. The ratings could also be downgraded if the company experiences problems in integrating acquisitions, operating performance weakens, or if unfavorable regulatory changes significantly impact the company. The ratings could be upgraded if Team Health returns to organic revenue growth, improves its profit margins and further reduces its business concentration in the emergency department. Finally, the company would need to reduce debt/EBITDA to below 6.5 times before Moody's would consider a higher rating. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Team Health is a provider of physician staffing and administrative services to hospitals and other healthcare providers in the U.S. The company is affiliated with more than 16,000 healthcare professionals who provide emergency medicine, hospital medicine, anesthesia, urgent care, pediatric staffing and management services. The company also provides a full range of healthcare management services to military treatment facilities. Net revenues are approximately $4.7 billion. TEGNA INC: Moody's Puts Ba2 CFR Under Review for Downgrade ---------------------------------------------------------- Moody's Investors Service placed TEGNA Inc.'s Ba2 corporate family rating, its Ba1-PD probability of default rating as well as the Ba2 ratings on the company's senior unsecured notes (including the 2027 unsecured notes issued by Belo Corp.) and senior unsecured bank credit facility under review for downgrade following the company's announcement that it had entered into a definitive agreement with the Dispatch Broadcast Group to acquire two television and two radio stations for total cash consideration of $535 million. The SGL-2 speculative grade rating and Not Prime commercial paper rating remain unchanged. On Review for Downgrade: Issuer: Belo Corp. Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD4) Issuer: TEGNA Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Gtd Senior Unsecured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD4) Gtd Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD4) Unchanged: Issuer: TEGNA Inc. Speculative Grade Liquidity Rating, SGL-2 Commercial Paper, NP Outlook Actions: Issuer: TEGNA Inc. Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE TEGNA plans to draw on its $1.5 billion revolving credit facility to help fund the $535 million acquisition price as well as the $740 million acquisition of stations being divested by Nexstar Broadcasting, Inc. (Nexstar) (B1 stable) as announced in March. Moody's expects TEGNA will raise new financing given its upcoming $320 million October 2019 maturity and $725 million 2020 maturities. The additional debt will lead to Moody's adjusted leverage (on a two-year basis and giving credit for synergies) increasing to around 5.3x at the end of 2019. Tegna has indicated that its share repurchase plan will remain suspended and that it intends to reduce leverage towards 4.0x (company calculated basis) by year-end 2020. The review will focus on understanding the company's financial policy going forward and assess the levers the company has at its disposal to ensure leverage returns to levels more commensurate with a Ba2 rating. The review will also focus on TEGNA's appetite for further debt-funded M&A and the likely post-acquisition capital structure and liquidity profile. Moody's expects the review to conclude during the course of Q3 2019 when both transactions are expected to receive final regulatory sign-off. The principal methodology used in these ratings was Media Industry published in June 2017. TEGNA Inc. is a leading U.S. broadcaster with operations consisting of 64 television stations in 51 markets (including the Nexstar divestitures and Dispatch) reaching about 32% (with UHF discount) of US television households. The company, headquartered in McLean, VA, is publicly traded and reported net revenue of $2.2 billion and EBITDA of approximately $800 million in 2018. THREE CHIEFS: $1.6M Sale of All Business Assets to VIP Samples OK'd ------------------------------------------------------------------- Judge Wayne Johnson of the U.S. Bankruptcy Court for the Central District of California authorized Three Chiefs and No Indians, LLC's sale of substantially all of the business assets to V.I.P. Samples Inc. or its assignee for $1.55 million. A hearing on the Motion was held on June 11, 2019 at 2:00 p.m. The Debtor is authorized and instructed to consummate its sale of the Purchased Assets to the Buyer in accordance with the terms of the APA, provided however, that Andrew Kallman, the Owner, will contribute $200,000 of the funds he was to receive for entering into his "non-competition, non-solicitation and consulting agreement" increasing the consideration paid to the Debtor to $1.55 million. The Buyer is entitled to deduct $200,000 from the monies it owes to Owner under the APA and submit such sum directly to the Debtor to be segregated in the Kogan Law Firm, APC Trust Account where it will be held in trust for distribution to creditors pursuant to the Order and provided that the Trust Account has the same or similar protections as DIP accounts as required under Bankruptcy Code section 345. The Buyer previously submitted a $50,000 deposit, which will be held in trust for distribution to creditors pursuant to the Court order. The Buyer will also submit the sum of $1.3 million owing to the Debtor to the Trust Account. The Buyer as the successful bidder will pay the purchase price of $1.35 million plus the $200,000 payment on account of the Consulting Agreement to the Trust Account for the Purchased Assets, pursuant to the terms that are embodied in the APA (with the $200,000 payment reducing the amounts owing to Owner under the APA). The terms of the sale to the Buyer, are the same as the terms and conditions contained in the APA. The Debtor's sale of all of the Purchased Assets to the Buyer will be free and clear of any and all liens, claims, encumbrances and interests. The liens, security interests, claims, charges or encumbrances, will attach to the Sale Proceeds, and held in the Trust Account. For the purpose of all tax matters, the transfers made pursuant to the Order are made under the Bankruptcy Code and are not subject to any taxes, including but not limited to sales taxes or documentary transfer taxes, under applicable law. The Buyer has elected not to seek assumption and assignment of any of the executory contracts and/or unexpired leases of the Debtor as provided in the APA and Section 365 of the Bankruptcy Code. All such executory contracts and/or unexpired leases are rejected with no liability to the Buyer. The Ontario Landlord waives any claim against the Debtor in exchange for the Consideration paid by the Buyer to Ontario Landlord in connection with the New Lease Agreement, Buyout, and Release under the APA. The Buyer assumes no other liabilities or obligations of the Debtor, including but not limited to, any tax liabilities. The Buyer will have no successor corporate liability. Notice to the Additional Potential Claimants of the Sale Motion and the Second Hearing is reduced to six days. Thes Order will be effective immediately. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. As discussed on the record, the proceeds of sale will be used to pay claims #1-14 (except claim #10) filed in the case through escrow. Mr. Kogan will pay claims #1-14 (except claim #10) within seven days of the Close of the sale. With respect to claim #10, tge counsel for the Debtor, Michael Kogan, will retain $23,515 in a trust account and pay the claim in full on Sept. 30, 2019 if the Debtor does not obtain an order from the bankruptcy court disallowing the claim by Sept. 30, 2019. If the Debtor does obtain an order disallowing the claim, the $23,515 will be paid to the Debtor. Any order disallowing the claim will authorize return of the $23,515 to the Debtor and, in the interim, Mr. Kogan is prohibited from paying the funds to anyone other than the holder of claim #10. The Court retains jurisdiction to (among other things) adjudicate any objection to claim #10 notwithstanding any dismissal of the case. With respect to claim #15 (as amended), the counsel for the Debtor, Michael Kogan, will retain $200,000 in the Trust Account. Mr. Kogan is prohibited from paying the funds to anyone other than the holder of claim #15 or as directed by the state court in the pending litigation involving Soyla Cruz Jimenez and the Debtor. The Debtor will provide to counsel for Soyla Cruz Jimenez certain agreed upon employee information as needed. As discussed on the record, the Debtor and all creditors and parties appearing including, but not limited to, Soyla Cruz Jimenez, consent to the dismissal of the bankruptcy case with a two-year bar to re-filing. The Court will hold a hearing regarding dismissal on July 16, 2019 at 2:00 p.m. in order to provide sufficient time for this sale to close. At any time prior to that date, the counsel for the Debtor may submit a proposed dismissal order and a declaration affirming that all payments required by this order have been made and requesting dismissal. In such instance, the Court may immediately dismiss the case prior to July 16th without further hearing. About Three Chiefs and No Indians Three Chiefs and No Indians, LLC -- http://www.americansample.com/ -- is a supplier of sample products to the decorative fabric, hospitality, and contract fabric industry. Its capabilities include a full service art department, photography studio, printing, and all facets of swatch technique options. It is headquartered in Ontario, California. Three Chiefs and No Indians sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17106) on Aug. 22, 2018. In the petition signed by Christopher Muesse, general manager, the Debtor disclosed $2,030,850 in assets and $1,781,894 in liabilities. Judge Wayne E. Johnson oversees the case. TRI-STATE ENTERPRISES: Wants Exclusivity Period Extended to Aug. 21 ------------------------------------------------------------------- Tri-State Enterprises LLC asked the U.S. Bankruptcy Court for the Northern District of Mississippi to extend the period during which it has the exclusive right to file a Chapter 11 plan through Aug. 21. The extension, if granted by the court, would give the company more time to resolve its disputes with certain creditors and contract holders prior to the filing of its plan and disclosure statement, according to court filings. About Tri-State Enterprises Tri-State Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 19-10292) on Jan. 22, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Jason D. Woodard. The Debtor hired the Law Offices of Craig M. Geno, PLLC, as its legal counsel. UPLAND SOFTWARE: Moody's Gives B2 CFR on New Credit Facilities -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Upland Software, Inc. in connection with the issuance of new credit facilities. The company's proposed $350 million senior secured credit facility and $30 million revolving credit facility were assigned ratings of B2. The rating outlook is stable. Proceeds from the proposed senior secured facilities will be used to repay Upland's existing debt and increase available cash balances. Moody's assigned the following ratings: Assignments: Issuer: Upland Software, Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Term Loan, Assigned B2 (LGD4) Senior Secured Revolving Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: Upland Software, Inc. Outlook, Assigned Stable The assignment of ratings remains subject to Moody's review of the final terms and conditions of the proposed financing that is expected to close during the third quarter of 2019. RATINGS RATIONALE The B2 CFR reflects Upland's high leverage pro forma for the proposed refinancing and recently completed acquisitions (pro forma acquired EBITDA includes anticipated synergies) and the company's limited scale. For the LTM period ended March 31, 2019, Moody's adjusted leverage was 7.9x however, when adjusting for acquisition-related expenses, leverage could be viewed as a much more moderate 5.2x. The rating also considers the relatively less indispensable nature of Upland's products compared to other enterprise software categories (for example, ERP or security systems), and revenue retention rates which, while solid, are not as high as observed for some software peers. The rating is supported by Upland's diversified product suite in cloud-based enterprise work management solutions, broad base of large enterprise customers, geographic and end market diversification, and recurring revenue representing over 90% of the revenue base. Recent organic growth has been consistent in mid to high-single digits, driven by several product groups (Project & IT Management, Workflow Automation and Digital Engagement) that each benefit from positive secular trends. Strong profitability, low capital intensity, and low cash tax burden (supported by NOLs) drive free cash flow generation of approximately 4% of total debt on a pro forma basis as of the LTM period ended March 31, 2019. Free cash flow to debt however, is expected to improve to above 5% over the next 12-18 months as the company continues its modest organic growth and realizes the profitability benefits associated with integrating recently acquired companies into its UplandOne platform. The stable outlook reflects Moody's expectation that Upland will generate mid-single organic revenue growth over the next 12-18 months. Rollup acquisition activity is expected to continue and is assumed to be financed in part by incremental debt issuance. Credit metrics are expected to improve modestly over the next 12-18 months. The ratings could be upgraded if Upland were to meaningfully increase revenue scale, free cash flow to debt and materially reduce leverage. The ratings could be downgraded if Upland were to fail to grow organically and at the same time pursue aggressive financial policies, such that leverage were to exceed 6.5x (when adjusting for acquisition expenses) and free cash flow to debt were to decline to low single digits on a sustained basis. Upland's liquidity is considered good and is supported by cash balances of $142 million as of March 31, 2019 (pro forma for the proposed debt issuance and recent equity offering), and Moody's expectation that the company will generate annualized free cash flow of about $20 to 25 million over the next 12-18 months. Upland's liquidity will also be supplemented by a $30 million revolving credit facility which is expected to be undrawn at closing. The revolver is subject to a total leverage ratio covenant at 6x which will be tested at the end of any quarter where drawings exceed 35% of the total commitment. Pro forma for the debt issuance, bank calculated leverage was 4.2x as of the LTM period ended March 31, 2019. The B2 rating for Upland's proposed bank credit facilities reflects a B2-PD Probability of Default Rating and single class debt structure. The principal methodology used to assign the ratings was Software Industry published in August 2018. Upland is a provider of cloud-based enterprise work management software and generated GAAP revenue of $167 million in the LTM period ended March 31, 2019. Pro forma revenue was approximately $205 million. The company's applications enhance customers' operational productivity and support revenue growth initiatives in the areas of project and IT management, workflow automation, and digital customer engagement. VOYA FINANCIAL: Moody's Gives Ba2(hyb) Rating to B Preferred Stock ------------------------------------------------------------------- Moody's Investors Service has assigned a Ba2(hyb) rating to the expected $300 million non-cumulative Series B Perpetual Preferred Stock issuance of Voya Financial, Inc. (Voya, senior unsecured shelf at (P)Baa3, stable outlook). The net proceeds will be primarily used to repay approximately $100 million of senior notes that the company has tendered for concurrent with this offering, and for corporate purposes. The outlook for Voya is stable. RATINGS RATIONALE The rating agency noted that Voya's ratings are based on the group's established position in retirement savings market, with leading positions in the specialized 403(b) and 457 retirement plan sectors, and reduced earnings volatility since the sale of the company's variable annuity business in June 2018. These strengths are mitigated by Voya's much narrower business profile and footprint after the transaction, as well as its greater reliance on narrow-margined, highly competitive fee-based businesses. Moody's expects the net increase in debt to remain relatively unchanged, but adjusted and total leverage to remain at the high end of the 20-30% range. Five-year 2018 earnings and cash coverage, at 1x and 3.2x, respectively, remain somewhat low for the rating. RATING DRIVERS The following factors could lead to an upgrade of Voya and its insurance subsidiaries: consolidated adjusted financial leverage no greater than 25% at the consolidated Voya level, with earnings and cash coverage of at least 8x and 5x, respectively, on a consistent basis; steady profitability, with return-on-capital ratio (ROC) of at least 8% on a consistent basis, excluding one-time items; RBC ratio consistently at or above 425% (company action level), while maintaining good capital adequacy at onshore captives; greater business diversification, with less dependence on fee-based products. The following could lead to a review for downgrade of Voya and its insurance subsidiaries: total leverage consistently above 30%, with earnings and cash coverage consistently less than 5x and 3x, respectively; ROC's consistently below 5%; consolidated RBC ratio falling below 375% (company action level, excluding the captive, which, separately, must be adequately capitalized); share repurchase activity, and/or common stock dividends consistently funded by debt (vs. retained earnings). Issuer: Voya Financial, Inc. Assignment: Non-cumulative Preferred Stock, Ba2(hyb) The principal methodology used in this rating was Life Insurers published in May 2018. Voya Financial, Inc. is a publicly owned life insurance group, headquartered in New York City. At March 31, 2019, the company reported consolidated GAAP assets of approximately $162 billion and shareholders' equity of approximately $9.8 billion. VOYAGER AVIATION: DBRS Confirms BB LongTerm Issuer Rating --------------------------------------------------------- DBRS, Inc. confirmed the ratings of Voyager Aviation Holdings, LLC, including its Long-Term Issuer Rating of BB and Long-Term Senior Debt rating of BB (low). Concurrently, DBRS confirmed the ratings of the Company's wholly-owned subsidiary, Voyager Finance Co. (VFC), including its Long-Term Issuer Rating of BB and Long-Term Senior Debt rating of BB (low). The one-notch differential between the Long-Term Issuer Ratings and the Long-Term Senior Debt ratings reflects the substantial encumbrance of the Company's aircraft portfolio as collateral for secured funding. The trend on all ratings is Stable. The Intrinsic Assessment (IA) for the Company is BB, while its Support Assessment is SA3. The Support Assessment for VFC is SA1. KEY RATING CONSIDERATIONS The ratings reflect Voyager's modest franchise strength, which is supported by the Company's expertise in its chosen niche market of leasing mostly young, in-demand widebody aircraft on long-term leases to airlines that are predominately flag carriers. Importantly, the ratings consider the strategic partnership agreement signed with Amedeo in 2018. Amedeo is the external manager for Voyager, providing management services and aircraft support services. Most importantly, Voyager gains access to Amedeo's broad customer base and sound capabilities in sourcing attractive widebody aircraft acquisition opportunities. Voyager's historically solid asset and credit performance and improving balance sheet leverage are factored into the ratings. The ratings also consider the Company's reliance on secured forms of wholesale funding that result in a high level of asset encumbrance, as well as a focus on widebody aircraft that have a more limited operator base than narrow-body aircraft. Ratings are also constrained by the recent below-peer earnings performance which has been impacted by the Company's strategic decision to reposition its aircraft portfolio to reduce concentrations to certain customers and aircraft types. DBRS sees the reduced revenue generation and limited profitability as temporary and expects earnings to be restored to a positive growth trajectory in the near future. Also limiting the ratings are those constraints that apply broadly to the aircraft leasing industry, including a monoline business with reliance on customers that operate in a cyclical industry, and exposure to residual value risk. The Stable trend takes into account DBRS's view that global aviation industry fundamentals continue to be generally favorable, despite passenger volume growth through April 2019 being outstripped by capacity growth, as well as an uptick in small airline bankruptcies. The Stable trend also factors DBRS's expectations that Voyager's operating performance will improve as the Company deploys capital harvested from the repositioning of the fleet through aircraft acquisitions sourced through its strategic partnership with Amedeo. RATING DRIVERS Further development of the franchise that includes growth in the aircraft portfolio, as well as diversification of the customer base, while maintaining sound credit and asset performance could result in positive rating pressure. Sustained positive operating leverage resulting in consistent earnings generation and diversification of funding, including lower asset encumbrance would also be viewed positively. Conversely, an inability to capitalize on the Amedeo partnership resulting in earnings not being restored to a positive trajectory could result in negative rating pressure. Material and recurring impairments on the aircraft portfolio or losses associated with customer defaults could also have negative implications for the ratings. A sustained increase in leverage or the inability to secure financing to capitalize on opportunities to acquire aircraft could have negative rating implications. RATING RATIONALE Over the last 12 months, Voyager has undergone a repositioning of its aircraft portfolio to reduce concentrations to certain customers, regions and aircraft type, but has not altered its core focus on holding a portfolio of mostly young, technologically advanced, in-demand widebody aircraft with well-developed operator bases. During this period, Voyager has disposed of eight aircraft and will sell an additional two aircraft subsequent to 1Q19. Once the disposition portion of the repositioning initiative is complete, the Company expects to begin deploying the harvested capital into new aircraft acquisitions sourced through the strategic partnership with Amedeo in 2H19. Given the impact of the repositioning on the recent financial performance of Voyager, DBRS sees growth in the aircraft portfolio that anchors an improving trajectory in earnings as important evidence that the expected benefits of the Amedeo partnership are beginning to be realized. DBRS considers the strategic partnership agreement entered into in 2018 between Voyager and Amedeo as fortifying and enhancing Voyager's franchise. Under the agreement, Amedeo provides management, aircraft support and asset selection for Voyager in return for a management fee. In DBRS's view, Voyager will benefit from the broader aircraft transaction sourcing capabilities through the Amedeo platform, potentially better disposition results, and better access to capital at a lower cost. Importantly, DBRS sees Amedeo as having sound technical and asset management capabilities in widebody aircraft across both Airbus and Boeing models. Established in 2013, Amedeo is a global leader in investing and managing widebody aircraft with approximately $7.5 billion of assets under management. Voyager's risk profile continues to be acceptable. Although modest in size, the Company's portfolio of young, in-demand aircraft with long attached leases to flag or sovereign-backed carriers are positive for the risk profile. While the portfolio continues to be more concentrated by customer, geography and aircraft type than many of its industry peers, DBRS considers the recent portfolio repositioning as beneficial to the overall risk profile, as certain concentrations were addressed. Indeed, Voyager has improved its portfolio with 84% of the portfolio in the most liquid widebody models by net book value as of March 31, 2019. The absence of a new aircraft order book, as well as minimal aircraft placement risk over the near term with no lease maturities prior to 2022 also are considered favorable for Voyager's risk profile. While the repositioning has been positive for Voyager's risk profile, the Company's earnings have been adversely impacted. DBRS considers this to be temporary and expects earnings generation to be restored to a positive trajectory as 2019 progresses and as Voyager deploys capital to purchase additional aircraft. For 2018, the Company's net income declined to $1.3 million from $38.7 million in 2017. Revenues were slightly higher at $329.5 million, despite the decline in aircraft in the portfolio reflecting mix and related lease rates. Results were negatively impacted by a $48.9 million impairment on seven aircraft upon being designated as held for sale. DBRS notes this impairment charge was the first for Voyager since 2014. Positively, Voyager's operating expenses declined 28% year-over-year (YoY) in 2018, benefitting from the partnership with Amedeo. The long-dated nature of Voyager's leases on the aircraft affords the Company with consistent and predictable revenue generation. At March 31, 2019, total contracted revenue stood at $1.34 billion, which was approximately 73% of total debt, providing a satisfactory base for debt repayment assuming no lessee credit events. Voyager's balance sheet fundamentals continue to be solid with funding reasonably diversified and capitalization strengthened with capital harvested from the portfolio repositioning. Debt maturities are modest with the maturity of the senior notes extended to 2021. However, the reliance on secured forms of funding, which limits financial flexibility, is a constraint on the ratings. At March 31, 2019, outstanding debt totaled $1.85 billion, of which 76% was comprised of secured financing, which per DBRS methodology is consistent with the current rating. Overall, capital levels are satisfactory given the young, in-demand aircraft on the balance sheet that is expected to remain under lease for a sustained period. The Company's tangible common equity (TCE) ratio improved over the last 12 months by 150 basis points to 20.5% at March 31, 2019, largely due to the repositioning initiative of the fleet. Over the last five years, the Company's average TCE ratio was 17.8%, which is considered "Moderate" per DBRS's rating methodology and supportive of the rating. DBRS has also changed the name of the Company's debt-issuing subsidiary to Voyager Finance Co. from Intrepid Finance Co., reflecting the legal name change following the rebranding of the parent. Notes: All figures are in U.S. dollars unless otherwise noted. WALDEN PALMS: Exclusive Plan Filing Period Extended Until Aug. 21 ----------------------------------------------------------------- Judge Cynthia Jackson of the U.S. Bankruptcy Court for the Middle District of Florida extended the period during which Walden Palms Condominium Association, Inc. has the exclusive right to file a Chapter 11 plan through Aug. 21, and to solicit acceptances for the plan through Oct. 20. A status conference is set for Aug. 15, at 2:00 p.m. According to court filings, the extension would give the condominium association more time to continue its restructuring efforts, which include negotiating with potential home buyers, investigating and pursuing potential claims, and addressing the secured claims of its largest creditor, the City of Orlando. Walden Palms has so far reduced its overhead expenses while paying all undisputed post-petition debts. The association has also significantly increased its income and reserves through increased monthly assessments, pursuit of long-abandoned collection efforts, and rent collected from delinquent home owners and abandoned condominium units, according to court filings. About Walden Palms Condominium Association Walden Palms Condominium Association, Inc., is a nonprofit property management company in Orlando, Florida. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Cynthia C. Jackson. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel; Arias Bosinger PLLC as general association counsel; JD Law Firm; as collections & foreclosure counsel; and Winderweedle, Haines, Ward & Woodman, P.A. as land use counsel. WELDED CONSTRUCTION: Exclusivity Period Extended Until Sept. 17 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended the period during which Welded Construction, LP and Welded Construction Michigan, LLC have the exclusive right to file a Chapter 11 plan through Sept. 17, and to solicit acceptances for the plan through Nov. 19. The extension will allow the companies more time to negotiate a plan while they continue to devote the necessary resources towards preserving and maximizing the value of their estates, according to the companies' attorney, Betsy Feldman, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Del. Since the filing of their first exclusivity motion, the companies have continued to prosecute their bankruptcy cases by, among other things, completing their projects, negotiating and completing claim settlements, and resolving disputes. Moreover, the companies have obtained approval for and closed the sale of certain assets, retired their debtor-in-possession facility, and worked with the unsecured creditors' committee to determine the appropriate manner to administer their bankruptcy cases and monetize their assets. "The debtors' current progress towards successfully prosecuting these Chapter 11 cases justifies the requested extension of the exclusive periods," Ms. Feldman, Esq., said. About Welded Construction Perrysburg, Ohio-based Welded Construction, L.P, is a mainline pipeline construction contractor capable of executing pipeline construction projects in lengths ranging from a few hundred feet to over 200 miles. Welded Construction, L.P., and Welded Construction Michigan, LLC, sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead Case No. Case No. 18-12378). The jointly administered cases are pending before Judge Kevin Gross. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also tapped Zolfo Cooper Management, LLC and the firm's managing director Frank Pometti who will serve as their chief restructuring officer. An official committee of unsecured creditors was appointed on October 30, 2018. WHITE OAK: Chapter 15 Case Summary ---------------------------------- Two affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- White Oak Strategic Master Fund, L.P. 19-30635 Strathvale House, 3rd Floor 90 North Church Street PO Box 30847 Grand Cayman KY1-1204 Cayman Islands White Oak Strategic Fund, Ltd. 19-30639 3rd Floor, Strathvale House 90 North Church Street PO Box 30847 Grand Cayman KY1-1204 Cayman Islands Business Description: White Oak Strategic Master Fund, L.P., and White Oak Strategic Fund, Ltd. are part of a 'master-feeder' fund structure. The Feeder Funds invested all or substantially all of their investable assets into the Master Fund and, in turn, the Master Fund invested in the market. Foreign Proceeding: Fin. Servs. Div. of Grand Ct. of Cayman Is. (Cause No.14 of 2019 (CRJ)) Chapter 15 Petition Date: June 12, 2019 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Foreign Representatives: Luke Oliver Almond BORRELLI WALSH (CAYMAN) LIMITED - and - Cosimo Borrelli BORRELLI WALSH LIMITED Strathvale House, 3rd Floor 90 North Church Street PO Box 30847 Grand Cayman KY1-1204 Cayman Islands Foreign Representatives' Counsel: Lisa S. Tsai, Esq. Marc Dworsky, Esq. REID COLLINS & TSAI LLP 7 W. Figueroa Street, Suite 300 Santa Barbara, California 93101 Tel: (512) 647-6100 (213) 429-4022 E-mail: ltsai@rctlegal.com mdworksy@rctlegal.com - and - Adam R. Swick, Esq. Craig A. Boneau, Esq. Leo Oppenheimer, Esq. REID COLLINS & TSAI LLP 1301 S. Capital of Texas Hwy Building C, Suite 300 Austin, Texas 78746 Tel: (512) 647-6100 Fax: (512) 647-6129 E-mail: aswick@rctlegal.com cboneau@rctlegal.com loppenheimer@rctlegal.com Estimated Assets: Unknown Estimated Debt: Unknown Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/canb19-30635.pdf http://bankrupt.com/misc/canb19-30639.pdf WHITE STAR: Clark Hill Represents Two Well Services Providers ------------------------------------------------------------- In the Chapter 11 cases of White Star Petroleum Holdings, LLC, et al., Clark Hill Strasburger submitted a verified statement under F.R.B.P. Rule 2019 to disclose that it represents these parties: 1. RedZOne Coil Tubing, LLC. 2001 Kirby Drive, Suite 200 Houston, TX 77019 RedZOne holds an unsecured claim of $285,965 against the Debtors' related to a series of transactions whereby RedZone provided well services. 2. SJL Well Services, LLC 2001 Kirby Drive, Suite 200 Houston, TX 77019 SJL holds an unsecured claim of $741,753 for the provision of well services to the Debtors. 3. Seitel Data, Ltd. 10811 Sl. Westview Circle Drive, Suite 100, Bldg. C Houston, Texas 77043 Seitel Data holds a claim in a contingent amount in relation to prepetition executory contracts between Seitel and the Debtors. Counsel can be reached at: Karen M. Grivner CLARK HILL, PLC 824 N. Market St., Suite 710 Wilmington, DE 19801 Tel: (302) 250-4749 Fax: (302) 421-9439 - and - Robert P. Franke Audrey L. Hornisher CLARK HILL STRASBURGER 901 Main Street, Suite 6000 Dallas, TX 74202 Tel: (214) 651-4300 Fax: (214) 651-4330 - and - Duane J. Brescia CLARK HILL STRASBURGER 720 Brazos, Suite 700 Austin, TX 78701 Tel: (512) 499-3647 Fax: (512) 499-3660 About White Star Petroleum Holdings White Star Petroleum Holdings, LLC 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 and employ 169 people. As of December 2018, the Debtors owned 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. White Star Petroleum Holdings, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Brendan Linehan Shannon. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Sullivan's co-counsel; Guggenheim Securities, LLC as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. WILLIAM ABRAHAM: Trustee's $50K Sale of 2.2-Acre El Paso Parcel OKd ------------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas authorized Ronald Ingalls, the Trustee of the estate of William David Abraham, Jr., to sell a parcel of land out of the J.A. Friedenbloom Survey No. 130, in the City of El Paso, El Paso County, Texas, containing 2.2110 acres of land, more or less, to El Paso Water Utilities - Public Service Board for $50,000. The sale is free and clear of liens, claims, interests and encumbrances. These liens will be paid at closing: Liens for ad valorem taxes for years 2018 and prior as well as pro-rated taxes for 2019 through the date of closing. All other liens, claims, interests and encumbrances will attach to the proceeds from the sale, including but not limited to the liens of Laura Lynch, Serhan Investments and Robert Malooly, if applicable. The Trustee will file a Report of Sale upon closing. About William Abraham William David Abraham is a well-known businessman in El Paso, Texas. He has a portfolio of at least 15 downtown buildings, including several prominent, historical ones. William David Abraham filed for chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is represented by Omar Maynez, Esq., of Maynez Law. Franklin Acquisitions, one of Mr. Abraham's companies, also filed for Chapter 11 bankruptcy reorganization Feb. 6, 2018. On March 13, 2018, the Court approved the appointment of Ronald Ingalls as Chapter 11 trustee. WILLIAM BERMAN: Karnes, Rank Represent Class Action Claimants ------------------------------------------------------------- In connection with William John Berman's chapter 11 case, Karnes Law Offices, PC and Rank & Associates, PC, submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with their representation of an ad hoc group of class action claimants comprised of the classes of plaintiffs in the case titled: Loren Hathaway, on behalf of himself and all others similarly situated within the state of Oregon; and Gennise Hathaway, on behalf of himself and all others similarly situated within the state of Oregon; and Heather Noble, on behalf of himself and all others similarly situated within the state of Oregon v. B. & J. Property Investments, Inc., an Oregon corporation; Better Business Management, Inc., an Oregon corporation d/b/a Salem RV Park; William J. Berman, an individual, Marion County Circuit Court Case No. 13C14321. The Ad Hoc Group of Class Plaintiffs represents these individuals: Group Member Address Judgment Amount ------------ ------- --------------- Aaron Gibson Salem, OR $6,100 Alan Anson Salem, OR $19,200 Alan Tiedeman Keizer, OR $30,760 Alberto Vazquez Salem, OR $5,500 Alex and Janet Crook Phoenix, AZ $6,450 Alfred and Elsie Burrows Reedsport, OR $2,840 Alice Clack Salem, OR $9,020 Allen Clark Salem, OR $7,020 Alyssa L. Wise Otis, OR $7,740 Angel Castelan Salem, OR $6,030 Angela & Michael Tull-Fowler Silverton, OR $6,080 Angeline Frye Reno, NV $85,110 Ann Michelle Williams Salem, OR $16,190 Annie Elkins Salem, OR $3,750 April & Frank Moore The Dalles, OR $1,950 April Legler Salem, OR $8,000 Arland Williams Boise, ID $59,260 Arlene Trujillo Salem, OR $11,850 Betty Crandall Turner, OR $22,090 Beverly and Anthony Walls Dallas, OR $22,250 Bob Barley Salem, OR $7,150 Bobby Springer Salem, OR $23,090 Brian Pilkenton Salem, OR $7,200 Bruce & Linda Jones Salem, OR $28,860 Bruce Kepford Salem, OR $3,930 Bud and Ginny Waterman Keizer, OR $6,150 Burt Leroy Search LaPine, OR $1,980 Carl Headrick San Acacia, NM $15,080 Cathryn Smith Phoenix, AZ $800 Chad Tucker Salem, OR $10,790 Charles and Peggy Payton Baker City, OR $1,910 Charro Moe Salem, OR $770 Chris Jones Vancouver, WA $5,640 Christian Hatchell & Heidi Jackman Salem OR $91,240 Christina Louthan Keizer, OR $1,260 Christopher & Christina Stahler Salem, OR $30,860 Christopher Bean Three Forks, MT $11,200 Christopher Bloom Tillamook, OR $16,520 Christopher Hunter Salem, OR $12,800 Cindy Joiner Ramah, NM $1,950 Clarence Porter Lawton, OK $3,780 Clayton Coats Albany, OR $3,650 Colby and Danielle Klinger Amity, OR $16,080 Conrado Vasquez Salem, OR $8,140 Coquille Rex Corvallis, OR $1,400 Craig and Rebecca Wooldridge N/A $27,200 Dafni Willis Louisville, KY $14,030 Dale L. McAllister Clatskanie, OR $83,580 Dana R Beck Stayton, OR $3,200 Daniel Reeves1840 Salem, OR $6,450 Daniel S. Bird Quinlan, TX $10,530 Darin Robertson Salem, OR $17,460 David & Kaweheonalani Schlenker Nampa, ID $6,290 David and Karen Neal Salem, OR $22,170 David Goldblatt Silverton, OR $15,300 David Maxwell Lebanon, OR $27,570 David Nelson Monmouth, OR $21,300 David Straw Myrtle Creek, OR $19,187 David Temple Monmouth, OR $4,550 Dawn Vinogradoff Keizer, OR $21,870 Debbie Bigelow Gainesville, FL $3,200 Deborah A Wall Salem, OR $107,840 Deborah and Douglas Quintall Salem, OR $69,270 Deborah Millar Woodburn, OR $16,020 Debra Carns Salem OR $3,850 Debra Osborne Silverton, OR $11,300 Debra Stava Salem, OR $3,250 Delores Sullivan Salem, OR $2,800 Delpha Bush Boise, ID $2,250 Dennis & Marilyn Vorderstrasse Salem, OR $2,760 Devon Anne Alexander Salem, OR $4,150 Diana Riley Prescott, AZ $15,200 Dominic Luebbers Salem, OR $6,300 Don and Peggy Van Dyke Caldwell, ID $114,510 Don Martin Salem, OR $10,950 Donald Christensen Grand Ronde, OR $37,600 Donna Lyman5809 Phoenix, AZ $4,550 Doug Young Chattarey, WA $45,530 Duenna Francis Gilchrist, OR $12,820 Dusty McAllister Longeview, WA $4,460 Edward Charlson Salem, OR $86,000 Elbert Dugdale Salem, OR $13,200 Eliberto Guajardo Murphy, OR $9,220 Eluviel Velazquez Campos Vancouver, WA $21,350 Evelyn and Robert Jenson Pendleton, OR $5,370 Frank and Shirley Lent Keizer, OR $10,110 Frank Martirano Salem, OR $20,310 Gail Gladwill Newberg, OR $15,000 Gail Solberg Jefferson, OR $9,230 Gary Morris Salem, OR $8,620 Gary Rizzotto Mt. Angel, OR $9,380 Gene Bonner Beaumont, CA $1,500 Gene Stuck Roseville, CA $2,010 George Reitzer Salem, OR $2,900 George Wright Salem, OR $16,710 Gerald Brown Salem, OR $18,640 Gerald Lisonbee Salem, OR $9,880 Gerald Willis Salem, OR $650 Gloria Nichols Aumsville, OR $12,570 Gordon Prentiss Susanville, CA $106,430 Gregg Baarstad Boise, ID $6,300 Harold Harstad Salem, OR $6,900 Heather Doan Salem, OR $7,330 Heather Stanley Salem, OR $15,400 Henry Wrolson Keizer, OR $2,200 Herman Lofton Salem, OR $11,250 Jack and Frances Mitchell Salem, OR $16,860 Jack S Howard N/A $23,590 Jacob Dickson Salem, OR $8,410 James Johnson Salem, OR $4,400 James Jolly Salem, OR $17,460 James Lane Salem, OR $30,310 James Schmuck Las Vegas, NV $15,160 Janet Engle Jacksonville, OR $2,030 Jason James Salem, OR $32,600 Jennifer Clawson Whitewater Salem, OR $2,520 Jeremiah Speer N Chesterfield, VA $4,200 Jeri Wolf Salem, OR $4,200 Jerry Lynn Adams Sweethome, OR $16,800 Jessica Darnell Siletz, OR $1,160 Jesus Gonzales Salem, OR $2,220 Jill Kelly Belleville, MI $5,200 Jim and Cindy Shellenberger Salem, OR $2,130 Jim Hawkins Salem, OR $8,400 Jim Thacker Keizer, OR $8,010 Jimmy Latta Paradise, CA $1,220 John A. Graham Salem, OR $68,310 John F. Hawkins Fallscity, OR $8,050 John Kurczewski Fallon, NV $1,600 John Longoria Univ. Place, WA $3,100 John M. Davis Salem, OR $23,760 John P. Gatchet Sequim, WA $3,600 Johnny Degood Clarksville, AR $3,300 Jose Ornelas-Dominguez Salem, OR $40,200 Joseph Kurtz Ontario, OR $11,830 Joyce Cupp Grand Ronde, OR $33,980 Judy Fehrlen Salem, OR $1,800 Julie Mueller Salem, OR $1,500 Karen Meyer Salem, OR $4,080 Karen Streeter Salem, OR $18,620 Kathy Loveless Garrett, IN $7,300 Kathy Wolfe N/A $4,440 Kellie Drake Salem, OR $22,580 Ken Vacher Kihei, HI $6,210 Kenneth Reid Amity, OR $6,950 Kerry Harris Gatesville, TX $4,200 Kevin and Bonny Tewey Winnemucca, NV $2,560 Kevin and Kelly Winkle Stayton, OR $48,360 Kevin J. Potthoff Salem OR $43,250 Kevin Pulver Salem, OR $19,140 Kirk Miller Frederick, MD $9,270 Krysten St. Arnold Medford, OR $5,040 Lakosta Richter Bronx, NY $8,170 Larry Ericksen Sunset, UT $2,200 Larry Halstad Salem, OR $8,550 Larry Riggs Salem, OR $17,620 Larry Smith Salem, OR $117,820 Latricia Armstrong Independence, OR $5,200 Leah Myers Florence, OR $2,040 Lee and Erma Larson Salem, OR $2,190 Leonard Collins Salem, OR $2,280 Lillian Hamilton Salem, OR $6,160 Linda Nichols Salem, OR $8,610 Lindy Brooks Turner, OR $18,830 Lisa Riley Ozawkie, KS $28,920 Liz Brooks Grants Pass, OR $2,520 Lonny Simmons Salem, OR $4,720 Loren and Gennise Hathaway Montesano, WA $6,640 Lori Landrum Salem, OR $8,000 Lowell Erickson Albany, OR $29,900 Luke and Linda Acuff Bend, OR $5,840 Lute T Ledesma Salem, OR $87,360 Malcolm Mespalt Salem, OR $43,880 Mark Hubble LaGrande, OR $9,900 Marlin Bozarth McMinnville, OR $6,520 Martha Stevens Salem, OR $4,200 Martin Jacobs McMinnville, OR $10,400 Marty Botts Athena, OR $8,250 Mary Dee Yoder Waldport, OR $3,300 Matthew Jarman Kalispell, MT $6,840 Maurice and Rose Diane Deforge Green Valley, AZ $2,570 Melanie Tate Salem, OR $10,910 Melvin Harlow Portland, OR $610 Michael Arand Keizer, OR $8,250 Michael and Tammy Dan Caldwell, ID $1,540 Michael Baldwin Salem, OR $21,700 Michael Campbell Salem, OR $8,170 Michael Gene Fisher Sutherlin, OR $12,130 Michael Hager Meridian, ID $3,980 Michael J Tanner Salem, OR $52,380 Michael McColly Salem, OR $3,250 Michelle Burrell Hubbard, OR $12,600 Michelle Grimes Salem, OR $9,020 Michelle Reyes Blodgett, OR $2,300 Mike Stanley Salem, OR $1,220 Morris Lipchitz Willamina, OR $22,900 Myrna Watson Salem, OR $2,340 Nancy Windham Keizer, OR $4,400 Nancy Wolf Yachats, OR $7,200 Nathan Lankford Wasilla, AK $1,950 Norma White Salem, OR $23,580 Pamela Hayes Mountain Home, AR $550 Pamela J Sweet Salem, OR $20,140 Patrick Winfred Shaw Salem, OR $125,110 Paul Paquin Salem, OR $17,650 Paul Wilson Stevenson, WA $4,200 Philip Drain Salem, OR $2,440 Phyllis Lucas Mobile, AL $7,590 Rachelle Lagerwey Ferndale, WA $6,520 Ramon Moyer Milwaukie, OR $7,000 Randy Heitz Homeland, CA $2,310 Ray Ogbin Eubank, KY $3,500 Raymond Jackson Webster, FL $690 Rebeka Porter Salem OR $5,680 Richard & Heather Noble Salem, OR $86,740 Richard and Sheryl Miltimore Stayton, OR $47,270 Richard Garrison Salem, OR $610 Rick Frum Salem, OR $44,880 Rick Graham Salem, OR $6,780 Robert Comstock Salem, OR $2,960 Robert Moore Salem, OR $2,600 Robert Prewet Eugene, OR $37,490 Robin Hahn Lebanon, OR $38,730 Robin Smith Dallas, OR $1,560 Roger C Williamson Salem, OR $114,770 Rollie Romp Salem, OR $16,200 Ronald Malone Salem, OR $50,310 Ronald Wilson Salem, OR $18,830 Roxie Schunke Salem, OR $58,440 Russell Brown Moses Lake, WA $11,250 Russell Fisher Salem, OR $7,810 Ryan Keim Stayton, OR $3,500 Sam Johnson Salem, OR $7,200 Sandra Blair Salem, OR $7,400 Sandra Boatman Salem, OR $25,240 Sara Wilson Cottage Grove, OR $3,660 Scott Bishop Tacoma, WA $770 Scott Gray Salem, OR $44,020 Shanon Korb Rio Dell, CA $1,200 Shawn Branan Salem, OR $3,200 Sheila Runkle Dallas, OR $7,250 Shelli and Anthony Kern Salem, OR $4,440 Sherry Roberts Independence, OR $32,230 Sherry Seaman Mt. Vernon, WA $66,340 Sherry Wilson Aumsville, OR $2,600 Shirley and Michael Cain Irrigon, OR $4,200 Shirley Angulo Port Richey, FL $6,600 Sonja Jordan-Heath Keizer, OR $5,600 Steve Lane Salem, OR $121,070 Steve McMillian Branchville, SC $7,000 Steven Miller N/A $3,300 Susan Hinds Salem, OR $10,440 Susan Stoehr Canby, OR $33,000 Susie and Nathan Ellis Canby, OR $8,084 Tabitha Leaf Sandy, OR $23,840 Tae Lee Lancaster, SC $7,020 Tamara Cavilee Claremore, OK $1,340 Tamara Scott Depoe Bay, OR $18,140 Ted Diggs Salem, OR $107,030 Thomas & Frances Holland Dunnigan, CA $29,450 Thomas Jackson Aurora, NE $4,620 Thomas Sadler Fossil, OR $15,960 Tiffany Watson Salem, OR $19,980 Tim Alcorn Dallas, OR $21,450 Tim Husted Salem, OR $84,890 Tina Rogers Albany, OR $11,400 Tom and Terri Beach Salem, OR $4,620 Tommy & Norma Palmer Salem, OR $94,340 Trevor Smiley Eugene, OR $600 Trystin Howell Horseshoe Bend, AR $550 Tyler Nelson Salem, OR $6,050 Valerie Wright Salem, OR $28,820 Veron Robinson Salem, OR $25,240 Vincent Edie N/A $3,850 Vonnie Goodin La Pine, OR $5,440 Wayne Hendricks Salem, OR $25,440 Wendianne Rook Leaburg, OR $2,600 William Forester N/A $3,250 Yoshifumi Daikoku Seattle, WA $13,130 The Ad Hoc Group of Class Plaintiffs holds a judgment secured by a judgment lien against Debtor's real property located within Marion County. The Ad Hoc Group of Class Plaintiffs is owed $4,864,951 plus interest at the rate of 9% plus attorney fees and costs, yet to be awarded plus ongoing attorney fees and costs yet to be incurred. A copy of the Rule 2019 filing from PacerMonitor.com is available at https://is.gd/fiaASj The firms can be reached at: Keith d. Karnes, Esq. KARNES LAW OFFICES, PC 2701 12th St. NE Salem, OR 97302 Tel: 503-385-8888 Fax: 503-385-8899 E-mail: keith@keithkarnes.com - and - Kevin j. Rank, OSB, Esq. RANK & ASSOCIATES, PC 1265 Waller St SE Salem, OR 97302 Tel: 503-362-6068 Fax: 503-362-7095 E-mail: kevinr@opusnet.com About B. & J., Berman B. & J. Property Investments, Inc., is a privately held company engaged in commercial and industrial machinery and equipment rental and leasing. B. & J. Property Investments filed a Chapter 11 petition (Bankr. D. Ore. Case No. 19-60138) on Jan. 17, 2019. In the petition signed by William John Berman, its president, the Debtor reported a range of $1 million to $10 million in assets and the same range of liabilities. The case is assigned to Judge Peter C. McKittrick. The Debtor is represented by Tonkon Torp LLP. Mr. Berman commenced his own Chapter 11 case (Bankr. D. Ore. Case No. 19-60230) on Jan. 28, 2019. Motschenbacher & Blattner, LLP, led by Nicholas J. Henderson, Esq., is counsel to Mr. Berman. WILSON MANIFOLDS: Plan Solicitation Period Extended Until July 24 ----------------------------------------------------------------- Judge Raymond Ray of the U.S. Bankruptcy Court for the Southern District of Florida has given Wilson Manifolds, Inc. until July 24 to solicit acceptances for its proposed Chapter 11 plan of reorganization, which the company filed on May 28. In the same order, the bankruptcy judge extended the period during which Keith Wilson, president of Wilson Manifolds, has the exclusive right to file his Chapter 11 plan through July 17, and to solicit acceptances for the plan through Sept. 17. Since the commencement of its bankruptcy case, Wilson Manifolds has made progress towards reorganizing its business affairs. The company reached agreements with its two largest creditors, BB&T Bank and TCF Equipment Finance, which provided financial relief to the company and helped increased cash flow. Moreover, Wilson Manifolds recently reached an agreement in principal with its landlord. The agreement is still in the process of being reduced to writing, according to court filings. About Wilson Manifolds Inc. Wilson Manifolds, Inc. manufactures products for the automotive and racing industries. It specializes in custom-built and installed parts for high-performance vehicles. Wilson Manifolds sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21658) on Sept. 21, 2018. The case is jointly administered with the Chapter 11 case of Keith D. Wilson, the company's president (Bankr. S.D. Fla. Case No.18-21662). In the petition signed by Mr. Wilson, Wilson Manifolds estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Wilson Manifolds tapped Hoffman, Larin & Agnetti, P.A. as legal counsel; Siegelaub, Rosenberg, Golding & Feller, P.A. as accountant; and Moecker Auctions, Inc. as appraiser. No official committee of unsecured creditors has been appointed. WINDSTREAM HOLDINGS: Millbank Represents 2nd Lien Noteholders ------------------------------------------------------------- In the Chapter 11 cases of Windstream Holdings, Inc., et al., Milbank LLP submitted a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with Milbank's representation of the Ad Hoc Committee of Second Lien Noteholders. Members of the Ad Hoc Committee are beneficial holders and/or investment managers or advisors to certain beneficial holders of, among other disclosable economic interests, the 10.50% Senior Second Lien Notes due 2024 and 9.00% Senior Second Lien Notes due 2025 issued by Debtors Windstream Services, LLC and Windstream Finance Corp. n February 2019, the Ad Hoc Committee retained Milbank as counsel with respect to the Second Lien Notes. From time to time thereafter, certain holders of Second Lien Notes have joined the Ad Hoc Committee. As of April 8, 2019, members of the Ad Hoc Committee and their disclosable interests are: 1. Brigade Capital Management, LP 399 Park Avenue, 16th Floor New York, NY 10022 * First Lien Term Loans: $130,638,530 * First Lien Notes: $50,000 * Second Lien Notes: $72,246,000 * Holdings Common Stock: 893,495 shares 2. Contrarian Capital Management LLC 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 * First Lien Notes: $13,285,000 * Second Lien Notes: $75,512,000 3. Deutsche Bank AG New York Branch solely with respect to Distressed Products Group c/o Deutsche Bank Securities Inc. 60 Wall Street, 3rd Floor New York, NY 10005 * Revolving Credit Facility Obligations: $34,751,900 4. Deutsche Bank Securities Inc. solely with respect to Distressed Products Group 60 Wall Street, 3rd Floor New York, NY 10005 * First Lien Notes: $4,042,000 (short) * Second Lien Notes: $36,792,000 5. Elliott Management Corp. 40 West 57th Street New York, NY 10019 * First Lien Term Loans: $61,758,858 * First Lien Notes: $156,792,000 * Second Lien Notes: $405,390,000 * Unsecured Notes: $524,767,000 6. HSBC HSBC Tower 452 5th Avenue New York, NY 10018 * DIP Obligations: $6,975,000 * First Lien Notes: $14,425,000 * Second Lien Notes: $19,972,000 * Unsecured Notes: $3,894,000 7. J.P. Morgan Asset Management – Cincinnati High Yield Team 270 Park Avenue New York, NY 10017 * First Lien Term Loans: $18,960,056 * First Lien Notes: $22,945,000 * Second Lien Notes: $45,392,000 8. J.P. Morgan Asset Management – Indianapolis High Yield Team 270 Park Avenue New York, NY 10017 * First Lien Notes: $2,700,000 * Second Lien Notes: $176,494,000 9. Loomis, Sayles & Company L.P. One Financial Center Boston, MA 02111-2621 * First Lien Term Loans: $58,720,894 * First Lien Notes: $97,888,000 * Second Lien Notes: $136,713,000 10. Marble Ridge Capital L.P. 1250 Broadway, Suite 2601 New York, NY 10001 * Second Lien Notes: $50,500,000 * Unsecured Notes: $11,500,000 11. Western Asset Management Company, LLC 385 East Colorado Boulevard Pasadena, CA 91101 * First Lien Term Loans: $1,488,608 * Second Lien Notes: $45,729,000 Counsel to the Ad Hoc Committee of Second Lien Noteholders: Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Samuel A. Khalil, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone:(212) 530-5000 Facsimile:(212) 530-5219 About Windstream Holdings Windstream Holdings, Inc. and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee tapped Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP as its financial advisor, and Perella Weinberg Partners LP as investment banker. WINDSTREAM HOLDINGS: Paul Weiss Represents First Lien Holders ------------------------------------------------------------- In the Chapter 11 cases of Windstream Holdings, Inc., et al., Paul, Weiss, Rifkind, Wharton & Garrison LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose its representation of the First Lien Ad Hoc Group. Members of the First Lien Ad Hoc Group are holders of loans or other indebtedness issued under: (i) the Sixth Amended and Restated Credit Agreement, originally dated as of July 17, 2006, amended and restated as of April 24, 2015 and subsequently amended, among Windstream Services, LLC, the other loan parties party thereto, the lenders from time to time party thereto, J.P . Morgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto; and (ii) an Indenture for certain 8.625% notes due 2025 dated as of Nov. 6, 2017 (the "First Lien Note Indenture"), by and among Windstream Services, LLC and Windstream Finance Corp., the guarantor party thereto, Delaware Trust Company, as trustee and notes collateral agent and the holders thereunder. In February 2019, certain members of the First Lien Ad Hoc Group retained Paul Weiss to represent them in connection with a potential restructuring involving the Debtors. From time to time thereafter, certain additional holders of First Lien Obligations joined the First Lien Ad Hoc Group. Paul Weiss represents only the members of the First Lien Ad Hoc Group in their respective capacities as holders of First Lien Obligations, and does not represent or purport to represent any other entities with respect to the Debtors' chapter 11 cases. As of April 4, 2019, members of the First Lien Ad Hoc Group and their disclosable interests are: 1. Bain Capital Credit, LP 200 Clarendon Street Boston, MA 02116 * Term Loan Obligations: $87,087,333 * DIP Obligations: $20,034,817 2. Canyon Partners 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 * Term Loan Obligations: $45,000,000 * Revolving Credit Facility Obligations: $124,513,828 3. Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ 07078 * Revolving Credit Facility Obligations: $75,000,000 4. Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas, 26th Floor New York, NY 10036 * Term Loan Obligations: $129,466,688 * 2025 Second Lien Note Obligations: $71,000 * DIP Obligations: $40,000,000 5. Marathon Asset Management 1 Bryant Park, Floor 38 New York, NY 10036 * Term Loan Obligations: $40,995,520 * Revolving Credit Facility Obligations: $13,972,468 * First Lien Note Obligations: $37,034,000 6. Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 * Term Loan Obligations: $223,320,814 * Revolving Credit Facility Obligations: $20,000,000 * First Lien Note Obligations: $15,390,000 7. OZ Management LP 9 West 57th Street, 39th Floor New York, NY 10019 * Term Loan Obligations: $62,000,000 * Revolving Credit Facility Obligations: $66,994,966 8. York Capital Management 767 Fifth Avenue, 17th Floor New York, NY 10153 * Term Loan Obligations: $99,556,554 * Revolving Credit Facility Obligations: $12,751,900 Counsel to the First Lien Ad Hoc Group: Andrew N. Rosenberg, Esq. Brian S. Hermann, Esq. Samuel E. Lovett, Esq. Michael S. Rudnick, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: arosenberg@paulweiss.com bhermann@paulweiss.com slovett@paulweiss.com mrudnick@paulweiss.com About Windstream Holdings Windstream Holdings, Inc. and its subsidiaries provide advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee tapped Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP as its financial advisor, and Perella Weinberg Partners LP as investment banker. WINDSTREAM HOLDINGS: Shearman Advises Midwest Noteholders --------------------------------------------------------- In the Chapter 11 cases of Windstream Holdings, Inc., et al., Shearman & Sterling LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose its representation of the Ad Hoc Group of Midwest Noteholders, comprised of certain holders of 6.75% senior notes due 2028 issued by debtor Windstream Holding of the Midwest, Inc. As of April 1, 2019, members of the Ad Hoc Group of Midwest NOteholders and their disclosable interests are: 1. The Lincoln National Life Insurance Company c/o Macquarie Investment Management Advisers 2005 Market Street Philadelphia, PA 19103-7094 * 6.75% Notes: $9,985,000 2. Continental Casualty Company 151 N Franklin St Chicago, IL 60606-1821 * 6.75% Notes: $8,766,000 * Senior Secured Credit Facility, Tranche B6: $5,000,000 3. Whitebox Advisors LLC 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 * 6.75% Notes: $27,124,000 * First Lien Secured Notes due 2025: $8,246,000 * Senior Secured Credit Facility, Tranche B7: $7,461,928.93 * Windstream Equity (in shares): 432,833 4. AIG Asset Management (U.S.), LLC 80 Pine Street New York, NY 10005 * 6.75% Notes: $20,257,000 On Aug. 8, 2018, the Midwest Noteholders retained Shearman & Sterling to represent their common interests in connection with restructuring discussions related to the Notes, and the firm continues to represent their common interests in the Chapter 11 cases. Shearman & Sterling also separately represents Engineering Associates, LLC, Globe Communications, LLC, Nichols Construction, LLC, Niels Fugal Sons Company, LLC, Star Construction, LLC, TelCom Construction, Inc., Tesinc, LLC, Trawick Construction Company, LLC, Triple-D Communications, LLC and UtiliQuest, LLC in connection with the Chapter 11 cases. Counsel to the Ad Hoc Group of Midwest Noteholders: Joel Moss, Esq. Jordan A. Wishnew, Esq. SHEARMAN & STERLING LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-4000 Facsimile: (212) 848-7179 About Windstream Holdings Windstream Holdings, Inc. and its subsidiaries are providers of advanced network communications and technology solutions for businesses across the United States. They also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Windstream Holding Inc. and its subsidiaries filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25, 2019. The Debtors had total assets of $13,126,435,000 and total debt of $11,199,070,000 as of Jan. 31, 2019. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel; PJT Partners LP as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; and Kurtzman Carson Consultants as notice and claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on March 12, 2019. The committee tapped Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP as its financial advisor, and Perella Weinberg Partners LP as investment banker. XENETIC BIOSCIENCES: Board Approves Reverse Stock Split ------------------------------------------------------- The Board of Directors of Xenetic Biosciences, Inc., approved on June 13, 2019, a reverse stock split of the Common Stock within the range of 1-for-5 to 1-for-20 of the Company's issued and outstanding Common Stock for the purpose of obtaining a higher per share trading price for the Common Stock. Also, the Company's authorized shares of Common Stock will be proportionately adjusted for the reverse stock split. The final ratio, effective date and date of filing of the certificate of change in connection with the reverse stock split will be determined by the Pricing Committee of the Board in its sole discretion. Also, all shares subject to all outstanding equity awards and the exercise price of any such award (if applicable) and the number of shares remaining available for issuance under the Amended and Restated Xenetic Biosciences, Inc. Equity Incentive Plan, and all shares underlying other derivative securities of the Company, including exercise prices and conversion rates (if applicable) will be proportionately adjusted for the reverse stock split. The Pricing Committee may effect only one reverse stock split as a result of this authorization. The Pricing Committee's decision as to the final ratio and when to effect the reverse stock split will be based on a number of factors, including market conditions, existing and expected trading prices for the Common Stock, and the continued listing requirements of The Nasdaq Stock Market. Share Purchase Agreement Amendment Xenetic Biosciences amended (i) that certain Share Purchase Agreement among the Company, Hesperix SA, a Swiss corporation, the owners of Hesperix, and Alexey Andreevich Vinogradov, as the representative of each Seller, dated March 1, 2019 and (ii) that certain assignment agreement between the Company and OPKO Pharmaceuticals, LLC, dated as of the Signing Date, in order to facilitate adjustments to the number of Company shares of common stock, par value $0.001 to be issued pursuant to the Share Purchase Agreement and the OPKO Assignment Agreement in the event of any change in the outstanding shares of Common Stock of the Company shall occur by reason of any reclassification, recapitalization, stock split, reverse split, subdivision or combination, exchange or readjustment of shares, or any stock dividend thereon. About Xenetic Biosciences Lexington, Massachusetts-based Xenetic Biosciences, Inc., is a clinical-stage biopharmaceutical company focused on the discovery, research and development of next-generation biologic drugs and novel orphan oncology therapeutics. Xenetic's lead investigational product candidate is oncology therapeutic XBIO-101 (sodium cridanimod) for the treatment of progesterone resistant endometrial cancer. Xenetic Biosciences reported a net loss of $7.30 million for the year ended Dec. 31, 2018, compared to a net loss of $3.59 million for the year ended Dec. 31, 2017. As of March 31, 2019, Xenetic Biosciences had $16.45 million in total assets, $4.93 million in total liabilities, and $11.51 million in total stockholders' equity. Marcum LLP, in Boston, Massachusetts, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 29, 2019 on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. [^] BOND PRICING: For the Week from June 10 to 14, 2019 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 17.150 10/1/2022 Acosta Inc ACOSTA 7.750 17.186 10/1/2022 Aegerion Pharmaceuticals Inc AEGR 2.000 70.000 8/15/2019 Approach Resources Inc AREX 7.000 25.268 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 Blackstone CQP Holdco LP BLKCQP 6.000 100.073 8/18/2021 Blackstone CQP Holdco LP BLKCQP 6.000 100.073 8/18/2021 Bon-Ton Department Stores Inc/The BONT 8.000 10.500 6/15/2021 Bristow Group Inc BRS 6.250 21.938 10/15/2022 Bristow Group Inc BRS 4.500 21.250 6/1/2023 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Cenveo Corp CVO 8.500 1.346 9/15/2022 Chukchansi Economic Development Authority CHUKCH 9.750 60.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 58.764 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 12.050 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 2.000 3/15/2024 DBP Holding Corp DBPHLD 7.750 2.730 10/15/2020 DBP Holding Corp DBPHLD 7.750 2.730 10/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Discovery Communications LLC DISCA 5.050 102.373 6/1/2020 Ditech Holding Corp DHCP 9.000 0.010 12/31/2024 Dow Chemical Co/The DOW 4.250 102.111 11/15/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 11.096 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 3.319 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 32.142 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 30.872 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 9.879 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 32.125 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 4.491 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 30.896 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 4.491 9/1/2022 EXCO Resources Inc XCOO 7.500 16.710 9/15/2018 EXCO Resources Inc XCOO 8.500 16.875 4/15/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.125 10/15/2019 Federal Farm Credit Banks FFCB 2.940 99.866 3/18/2024 Federal Home Loan Banks FHLB 2.000 97.700 11/10/2026 Federal Home Loan Banks FHLB 4.400 99.757 6/18/2043 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 73.401 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 73.787 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Goodman Networks Inc GOODNT 8.000 48.490 5/11/2022 Hexion Inc HXN 10.000 80.750 4/15/2020 Hexion Inc HXN 7.875 20.750 2/15/2023 Hexion Inc HXN 9.200 20.500 3/15/2021 Hexion Inc HXN 13.750 18.500 2/1/2022 Hexion Inc HXN 13.750 20.500 2/1/2022 High Ridge Brands Co HIRIDG 8.875 9.640 3/15/2025 High Ridge Brands Co HIRIDG 8.875 9.603 3/15/2025 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.000 51.091 3/1/2021 Hornbeck Offshore Services Inc HOS 5.875 59.682 4/1/2020 Hornbeck Offshore Services Inc HOS 1.500 91.750 9/1/2019 Iconix Brand Group Inc ICON 5.750 25.125 8/15/2023 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 4.398 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 3.486 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 8.463 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MF Global Holdings Ltd MF 9.000 14.500 6/20/2038 MF Global Holdings Ltd MF 6.750 14.482 8/8/2016 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 16.250 7/1/2026 Murray Energy Corp MURREN 11.250 43.399 4/15/2021 Murray Energy Corp MURREN 9.500 43.500 12/5/2020 Murray Energy Corp MURREN 11.250 43.381 4/15/2021 Murray Energy Corp MURREN 9.500 43.500 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 3.625 5/15/2019 New York Life Global Funding NYLIFE 2.150 99.819 6/18/2019 New York Life Global Funding NYLIFE 2.150 99.824 6/18/2019 Oldapco Inc APPPAP 9.000 4.000 6/1/2020 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pioneer Energy Services Corp PES 6.125 42.954 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 10.000 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 22.085 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 17.802 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 77.000 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 22.172 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 17.839 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 72.250 6/15/2020 Sanchez Energy Corp SNEC 7.750 6.579 6/15/2021 Sanchez Energy Corp SNEC 6.125 5.475 1/15/2023 SandRidge Energy Inc SD 7.500 0.534 2/15/2023 Sears Roebuck Acceptance Corp SHLD 7.000 2.961 6/1/2032 Sears Roebuck Acceptance Corp SHLD 7.500 2.838 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.500 2.989 12/1/2028 Sears Roebuck Acceptance Corp SHLD 6.750 3.051 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Toys R Us - Delaware Inc TOY 8.750 1.147 9/1/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 6.875 20.476 4/15/2022 Ultra Resources Inc UPL 7.125 12.403 4/15/2025 Ultra Resources Inc UPL 6.875 23.345 4/15/2022 Ultra Resources Inc UPL 7.125 12.690 4/15/2025 Vanguard Natural Resources Inc VNR 9.000 0.000 2/15/2024 Vanguard Natural Resources Inc VNR 9.000 6.000 2/15/2024 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.500 29.500 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 31.250 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 6.375 31.500 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 31.250 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 8.750 29.567 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 29.505 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 29.386 10/1/2021 rue21 inc RUE 9.000 1.470 10/15/2021 ********* 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. 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