/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190619.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 19, 2019, Vol. 23, No. 169 Headlines 1 GLOBAL CAPITAL: Seeks to Extend Solicitation Period to Aug. 26 12 RETECH: Accumulated Deficit Casts Going Concern Doubt A SLICE OF NEW YORK: Hearing on Plan Confirmation Set for July 24 AAG FH: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable ABE'S BOAT: July 11 Hearing on Disclosure Statement ADM ENDEAVORS: LBB & Associates Ltd. Raises Going Concern Doubt AESTHETIC DENTISTRY: Aug. 22 Hearing on Disclosure Statement ALL FOR ONE: Incurs $338,000 Net Loss for Quarter Ended March 31 ALLEN CLARK PERMENTER: Kizer Bonds Represents Nutrien Ag, et al. AMARILLO BIOSCIENCES: Anticipated Losses Cast Going Concern Doubt AMYRIS INC: Secures $8.50 Million Credit Facility APEX LONG TERM: Court Junks Shah, AKP Bid to Reopen Chapter 11 Case ARCHETYPE INVESTMENTS: Chapter 15 Case Summary BAKER AND SONS: Needs More Time to File Chapter 11 Plan BIOPHARMX CORP: Incurs $3.62-Mil. Net Loss for April 30 Quarter BIOSTAGE INC: Chief Financial Officer Quits BIOSTAGE INC: Issues Stock Awards and Options to Board Members BIOSTAGE INC: Secures $1.3 Million in Funding from Investors BLANKENSHIP FARMS: Trustee Wins Summary Judgment Bid vs CHNi BLUE DOLPHIN: Management Says Going Concern Doubt Exists BLUE STAR: 1Q 2019 Financial Results Cast Going Concern Doubt BRIGHT MOUNTAIN: Signs Agreement & Plan of Merger with Inform BRINK'S COMPANY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ BROOKFIELD WEC: S&P Affirms B First-Lien Term Loan Rating on Add-on BROOKLYN BUILDINGS: Frimhar Objects to Disclosure Statement BROOKLYN BUILDINGS: Tax Lien Trusts Object to Disclosure Statement CADIZ INC: Board Approves Second Amendment to Bylaws CAFE HOLDINGS: Assets Sold, Chapter 11 Cases Dismissed CAFE HOLDINGS: Moore & Van Allen Advises Old Mill Stream, et al CANNABIS SATIVA: Accumulated Deficit Casts Going Concern Doubt CARPENTER'S ROOFING: Exclusivity Period Extended Until Aug. 19 CBL & ASSOCIATES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ CHARLOTTE RUSSE: Exclusive Plan Filing Period Extended to Sept. 3 CHARLOTTE RUSSE: Meyers Roman Represents 3 Kohan Landlords CHINA LENDING: Will Acquire 65% Equity Interests in Cayman Lixin CITADEL EXPLORATION: Recurring Losses Cast Going Concern Doubt CITADEL SECURITIES: Moody's Assigns Ba1 LT Issuer Rating CITADEL WATFORD: Trustee's Derivative Claims vs. M. Dunaway Junked CLOUD PEAK: Davis Polk & MNAT Represent Secured Noteholders COPY DU SERVICES: Plan Outline Hearing Moved to Aug. 14 CPI CARD: S&P Affirms CCC+ Issuer Credit Rating; Outlook Negative CYTODYN INC: Raises More Than $12 Million in New Capital DIAMONDHEAD CASINO: Has $1-Mil. Net Loss for Quarter Ended Mar. 31 DITECH FINANCIAL: T. Dugdale Suit Stayed Due to Bankruptcy Filing DRIVETIME AUTOMOTIVE: S&P Rates New Sr. Sec. Notes Due 2026 'B-' E.W. SCRIPPS: S&P Keeps Ratings on Watch Neg. Pending Acquisition EDWARD'S BODY SHOP: Exclusivity Period Extended Until Aug. 19 EKSO BIONICS: Insufficient Cash on Hand Casts Going Concern Doubt ELECTRONICS FOR IMAGING: S&P Assigns B- ICR on LBO; Outlook Pos. EMPIRE EQ WGI: Case Summary & 19 Unsecured Creditors F4 VENTURES: Unsecureds to Get Distribution from Creditor Pool FIRST NBC: Lead Plaintiffs Object to Disclosure Statement FIRST NBC: U.S. Trustee Objects to Disclosure Statement FMTB BH: Exclusive Plan Filing Period Extended Until Aug. 16 FREESTONE RESOURCES: Incurs $369,000 Net Loss for March 31 Quarter GAS-MART USA: Trustee to Recover $73K from Wells Fargo GI DYNAMICS: Needs More Capital to Continue as Going Concern HAMILTONS 549: Case Summary & 3 Unsecured Creditors HECLA MINING: S&P Cuts Issuer Credit Rating to 'B-'; Outlook Neg. HOVNANIAN ENTERPRISES: Beachwold Owns 1.7% of Class A Shares INNOVATIVE MATTRESS: Wyatt Tarrant Represents 5 Landlords INSYS THERAPEUTICS: 4 Firms Represent Class Claimants IRIDIUM COMMUNICATIONS: Egan-Jones Lowers Sr. Unsec. Ratings to B+ ISLAND VIEW: Trustee Suit vs Prudential Remanded to State Court JPM REALTY: Exclusivity Period Extended Until June 27 KAISER GYPSUM: First State Insurance Objects to Plan Disclosures KAOPU GROUP: Comprehensive Loss Casts Going Concern Doubt LEAFBUYER TECHNOLOGIES: Has $1.7-Mil. Net Loss for Mar. 31 Quarter LEGACY PIZZA: Needs More Time to Finalize Chapter 11 Plan LONESTAR II: S&P Assigns 'B+' Rating to Sr. Sec. Credit Facilities M&P COLLECTIONS: Court Approves Bid to Employ KJAB as Legal Counsel MIAMI METALS I: Exclusive Filing Period Extended Until June 30 MICHAELS COMPANIES: S&P Affirms 'BB-' ICR; Outlook Stable MICROVISION INC: Receives Nasdaq Listing Deficiency Notice MOBIQUITY: Needs Funding, Profitability to Remain as Going Concern MODERN VIDEOFILM: July 17 Hearing on Disclosure Statement MORGAN ADMINISTRATION: Given Until July 24 to Exclusively File Plan NATURAL HEALTH FARM: Needs Fund, Profit to Remain as Going Concern NEIMAN MARCUS: S&P Ups ICR to 'CCC' on Restructuring; Outlook Neg. NEOVASC INC: Tiara Featured at 11th Annual TVT 2019 NEW ACADEMY HOLDING: S&P Lowers ICR to 'SD' on Distressed Exchange NEXSTAR MEDIA: S&P Affirms 'BB-' ICR; Outlook Stable NORTHERN DYNASTY: Shareholders Elect Eight Directors NORVIEW BUILDERS: MB's Bid to Convert Ch. 11 Case to Ch. 7 Tossed NOVABAY PHARMACEUTICALS: Removes Interim Tag from CEO Hall's Title NOVUM PHARMA: Seeks to Extend Exclusivity Period to Oct. 1 NUTRALIFE BIOSCIENCES: Mar. 31 Results Cast Going Concern Doubt OAK HOLDINGS: S&P Alters Outlook to Stable on Debt Repayment ORCHIDS PAPER: Robinson & Cole Represents RDP and NMTC Parties OUTLOOK THERAPEUTICS: Amends Terms of Warrants Issued April 2019 P.H. GLATFELTER: Egan-Jones Lowers Senior Unsecured Ratings to BB PARK MONROE: Hearing to Extend Exclusivity Period Set for June 26 PARKER DRILLING: Akin Gump Represents Consenting Stakeholders PENNY JO HAMILTON-GAERTNER: Court Confirms 3rd Amended Plan PETERSON PRODUCE: TCF Equipment Objects to Disclosure Statement PILGRIM'S PRIDE: Fitch Affirms BB LT IDR, Outlook Stable PIVOTAL HOLDINGS: S&P Assigns 'B-' ICR; Outlook Stable PRIMARY PROVIDERS: New Plan Modifies Treatment of BSB Secured Claim QUANTUM CORP: Delays Form 10-K for Year Ended March 31, 2019 RADIAN GROUP: Moody's Rates $450MM Senior Notes 'Ba2' RAFAEL GOLAN: Ex-Wife Partly Sanctioned for Violating Stay RELIABLE GALVANIZING: Unsecureds to Get Payment from Sale Proceeds REMLIW INC: July 18 Disclosure Statement Hearing Set RETRIEVAL-MASTERS: Case Summary & 20 Largest Unsecured Creditors REWALK ROBOTICS: Armistice Capital Has 4.9% Stake as of June 5 RICH'S FOOD: Plan Proposes Continuation of Business SCIENTIFIC GAMES: Stockholders Elect 12 Directors SELECTA BIOSCIENCES: Stockholders Elect Two Directors SMALL-BULMAN FARMS: Ward and Smith Represents 2 Claimants STEPHAN A. KOHNEN: Voluntary Chapter 11 Case Summary TRIDENT HOLDING: Exclusivity Period Extended Until Aug. 9 TS EMPLOYMENT: Trustee Suit vs Kosoff Dismissed Without Prejudice TTM TECHNOLOGIES: Egan-Jones Lowers Sr. Unsecured Ratings to BB- ULTRA PETROLEUM: Extends Exchange Offer Deadlines to June 21 WAYPOINT LEASING: Provision on Plan Solicitation Removed WEBSTER PLACE: Exclusive Plan Filing Period Extended to Aug. 31 WINDSTREAM HOLDINGS: Seeks More Time to File Bankruptcy Plan YELLOW PAGES: S&P Raises 8% Exchangeable Debentures Rating to 'B-' ********* 1 GLOBAL CAPITAL: Seeks to Extend Solicitation Period to Aug. 26 ---------------------------------------------------------------- 1 Global Capital LLC and 1 West Capital LLC asked the U.S. Bankruptcy Court for the Southern District of Florida to extend the period during which they have the exclusive right to solicit acceptances for their Chapter 11 plan through Aug. 26. The companies on June 17 filed their joint plan of liquidation and disclosure statement, which explains the proposed plan. A court hearing to consider approval of the disclosure statement is scheduled for July 24. Under U.S. bankruptcy law, the proponent of a bankruptcy plan must get court approval of its disclosure statement to begin soliciting acceptances from creditors. The document must contain adequate information to enable creditors to make an informed decision about the plan. About 1 Global Capital 1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a direct small business funder offering an array of flexible funding solutions, specializing in unsecured business funding and merchant cash advances. 1 Global Capital LLC, based in Hallandale Beach, Fla., and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-19121) on July 27, 2018. In the petition signed by Steven A. Schwartz and Darice Lang, authorized signatories, 1st Global Capital estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Raymond B. Ray oversees the cases. Greenberg Traurig LLP, led by Paul J. Keenan Jr., Esq., serves as bankruptcy counsel; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 7, 2018. The committee tapped Stichter, Riedel, Blain & Postler, P.A. as its legal counsel; Conway MacKenzie, Inc., as financial advisor, along with Dundon Advisers, LLC, as co-financial advisor. 12 RETECH: Accumulated Deficit Casts Going Concern Doubt -------------------------------------------------------- 12 ReTech Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1,703,607 on $221,129 of revenues for the three months ended March 31, 2019, compared to a net loss of $870,230 on $8,942 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $1,616,642, total liabilities of $8,625,638, and $7,008,996 in total stockholders' deficit. As of March 31, 2019, the Company had a total accumulated deficit totaling approximately $12,884,380 since inception, has not yet generated significant revenue from its operations, and will require additional funds to maintain its normal operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. A copy of the Form 10-Q is available at: https://is.gd/R9HH7l 12 ReTech Corporation, through its subsidiaries, operates an integrated retail platform in Asia, North America, and Europe. The Company is based in Las Vegas, Nevada. A SLICE OF NEW YORK: Hearing on Plan Confirmation Set for July 24 ----------------------------------------------------------------- Bankruptcy Judge Michael G. Williamson conditionally approved A Slice of New York Inc.'s disclosure statement. Any written objections to the disclosure statement and objections to confirmation must be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. Written ballot accepting or rejecting the Plan must be filed no later than eight days before the date of the Confirmation Hearing. The Court will conduct a hearing on confirmation of the Plan on July 24, 2019 at 10:00am in Tampa, FL − Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. About A Slice of New York Inc. A Slice of New York Inc. is the first brick-and-mortar business, a pizzeria, in the South Bay to become a employee-owned business (worker cooperative). A Slice of New York Inc. filed a voluntary petition under Chapter 11 of Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00955) on February 4, 2019, listing under $1 million in both assets and liabilities. Tampa Law Advocate, P.A. represents the Debtor as counsel. AAG FH: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Toronto-based auto retailer AAG FH L.P. and its 'B-' issue-level rating and '4' recovery rating to the US$225 million senior unsecured notes proposed by the company to refinance its capital structure. S&P's ICR on AAG primarily reflects the company's exposure to the cyclical and fragmented automotive retail industry, along with its view of AAG's high geographic concentration, small scale, and short track record of operations. These factors are partially mitigated by the rating agency's view of the company's low-cost operating model, with strong free cash flow conversion and favorable brand mix. The ratings also incorporate S&P's expectation that adjusted debt-to-EBITDA should be 6x-8x and adjusted EBITDA interest coverage should be in the low 2x area over the next couple of years. AAG operates a relatively small dealer network composed of 22 retail locations, which are highly concentrated in a limited number of geographic regions. Of about C$1.2 billion of annual revenue S&P expects the group to generate, the rating agency estimates 40%-45% will come from its three largest dealerships, which the company acquired about a year ago. These include two dealerships near Portland, Ore. (Wilsonville) that represent about 30% of revenue, and one dealership in Edmonton, Alta. (10%-15% of revenue). The remaining 19 dealerships are located in Ontario, and include three in the Ottawa region. In S&P's view, this geographic concentration exposes the company to unfavorable changes in the economic health or competitive landscape in these key markets as well as operating disruptions at its higher-volume dealerships. S&P's assessment also incorporates AAG's participation in the fragmented and cyclical auto retailing industry. There are about 3,300 franchised auto dealerships in Canada, in addition to independent used car dealerships and auto repair shops that contribute to competitive market conditions and generally low operating margins. Notwithstanding the competitive nature of automotive retailing, S&P believes AAG benefits from established relationships with automotive original equipment manufacturers (OEMs), which rarely award rights to open new franchised dealerships and provide floorplan financing. The stable outlook reflects S&P Global Ratings' expectation that AAG's adjusted debt-to-EBITDA will be 6x-8x over the next couple of years and adjusted EBITDA interest coverage will be in the low 2x area. S&P Global Ratings estimates strong organic earnings growth over the next couple of years, primarily from anticipated cost savings following recent acquisitions, a better business mix, and the reduction of nonrecurring costs in 2018 related to acquisitions and restructuring initiatives. "We could raise our ratings on AAG within the next 12 months if adjusted debt to EBITDA approaches 6x and adjusted EBITDA interest coverage is at or above 2.5x. This could occur if earnings growth exceeds our expectations, potentially from stronger demand for new vehicles and higher-than-anticipated profitability," S&P said, adding that in this scenario, it would also need to believe there is a lower likelihood that macroeconomic headwinds or material acquisitions could bring leverage back above 7x. "We could lower our ratings on AAG within the next 12 months if we expect the company to sustain adjusted EBITDA interest coverage below 1.5x," the rating agency said. According to S&P, this scenario could result from a significant decline in new vehicle sales, potentially due to weaker-than-expected macroeconomic conditions, or if operational missteps contribute to an adjusted EBITDA margin that is meaningfully (more than 100 basis points) weaker than it assumes. S&P said such a scenario could lead the rating agency to conclude that the company's financial commitments are unsustainable. ABE'S BOAT: July 11 Hearing on Disclosure Statement --------------------------------------------------- The hearing to consider the approval of the amended disclosure statement explaining Abe's Boat Rentals, Inc.'s Amended Chapter 11 Plan will be on Thursday, July 11, 2019 at 10:00 A.M. July 5 is fixed as the last day for filing and serving written objections. A full-text copy of the Disclosure Statement dated May 15, 2019, is available at https://tinyurl.com/yxbvr9m5 from PacerMonitor.com at no charge. About Abe's Boat Rentals Abe's Boat Rentals, Inc. -- https://www.abesboatrental.com/ -- is a privately-owned vessel operator located in Belle Chasse, Louisiana, with a fleet of 19 vessels. The Company's business segments have expanded to also provide crews and vessels for environmental construction, restoration projects and cleanup, plugging and abandonment, rig decommissioning and other new markets. Abe's Boat Rentals was founded in 1979 by Abraham Ton. Abe's Boat Rentals, Inc., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 18-11102) on April 27, 2018. In the petition signed by Hank Ton, president, the Debtor estimated $1 million to $10 million in assets and liabilities. Congeni Law Firm, LLC, is the Debtor's counsel. ADM ENDEAVORS: LBB & Associates Ltd. Raises Going Concern Doubt --------------------------------------------------------------- ADM Endeavors, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $353,037 on $3,617,771 of net revenue for the year ended Dec. 31, 2018, compared to a net income of $152,661 on $3,240,005 of net revenue for the year ended in 2017. The audit report of LBB & Associates Ltd., LLP states that the Company’s negative working capital, loss from operations, and its need for additional financing in order to fund its projected loss in 2019 raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $1,292,984, total liabilities of $1,008,966, and a total stockholders' equity of $284,018. A copy of the Form 10-K is available at: https://is.gd/V4I1M5 In April 2018, ADM Endeavors, Inc., was acquired by Just Right Products, Inc. ADM Endeavors engages in the customized construction and installation of grocery store decor for new and renovated grocery stores in the United States. The company’s services include installation of grocery checkout stands, grid ceilings, cart-stops, shelving, customer service counter, office cabinetry, and other grocery store equipment and fixtures. It primarily serves grocery decor design companies. The company was founded in 1988 and is headquartered in Bismarck, North Dakota. AESTHETIC DENTISTRY: Aug. 22 Hearing on Disclosure Statement ------------------------------------------------------------ The hearing at which the Bankruptcy Court will determine whether to finally approve Disclosure Statement and confirm the small business Chapter 11 Plan filed by Aesthetic Dentistry of Charlottesville, P.C., is presently scheduled for August 22, 2019 at 11:00 a.m. (prevailing Eastern Time) before the Honorable Rebecca B. Connelly. Objections to the Disclosure Statement or to the Confirmation of the Plan must be filed with the Court and served by July 10, 2019. Ballots must be physically received by July 10. Class 4 - All other Allowed General Unsecured Claim are impaired and will be paid 10 semi-annual payments of the Creditor's Pro Rata Share of the Unsecured Creditor Fund, which will be shared among Holders of Allowed Claims in Classes 2, 3 and 4. Payments begin on fifteenth day of the month following the sixth month following the Effective Date and end on 60 Months after the first payment. Class 5 - Equity Security Interest Holder Dr. Anita Stewart are impaired. Stock shall be cancelled and Dr. Stewart will receive no distribution under the Plan on account of the cancelled stock. New stock in the Debtor as reorganized will be issued. Payments and distributions under the Plan will be funded by (a) the proceeds obtained from the sale of the New Stock; (b) the Debtor's ongoing business operations; and (c) the Unsecured Creditor's Fund. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y2aebh5e from PacerMonitor.com at no charge. Counsel for the Debtor are Stephan W. Milo, Esq., and Lucas I. Pangle, Esq., at Wharton, Aldhizer & Weaver PLC, in Staunton, Virginia. 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. ALL FOR ONE: Incurs $338,000 Net Loss for Quarter Ended March 31 ---------------------------------------------------------------- All for One Media Corp. filed its quarterly report on Form 10-Q, disclosing a net loss (attributable to All For One Media Corp.) of $337,711 on $1,053 of revenues for the three months ended March 31, 2019, compared to a net income (attributable to All For One Media Corp.) of $157,831 on $1,338 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $1,122,978, total liabilities of $6,784,231, and $5,661,253 in total stockholders' deficit. The Company has no significant revenue generating operations and has an accumulated deficit of approximately $11.7 million. In addition, there is a working capital deficiency of approximately $6,661,000 and a stockholder's deficiency of approximately $5,661,000 as of March 31, 2019. This raises substantial doubt about its ability to continue as a going concern. Chief Executive Officer Brian Lukow said, "The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/PX9U2c All for One Media Corp. engages in content development of media targeted at the "tween" demographic consisting of children between the ages of seven and fourteen. The Company specializes in creating, launching, and marketing original pop music performed by "boy bands" and "girl groups," though it also produce motion pictures, pre-recorded music, television, live concert performances, and licensed merchandise. The Company was incorporated under the laws of the State of Utah on March 2, 2004, as "Early Equine, Inc." On November 4, 2015 the Company changed its name to All for One Media Corp. ALLEN CLARK PERMENTER: Kizer Bonds Represents Nutrien Ag, et al. ---------------------------------------------------------------- In Allen Clark Permenter's Chapter 11 case, Stephen L. Hughes, and the Law Firm of Kizer, Bonds, Hughes & Bowen, PLLC, pursuant to F.R.B.P. Rule 2019, gave notice of representation of these creditors: 1. Helena Agri-Enterprises, LLC 255 Schilling Blvd, Suite 200 Collierville, TN 38017 2. Nutrien Ag Solutions, Inc. P.O. Box 2757 Boise, ID 83701 3. Farm Credit Mid-America, FLCA 710 Henslee Drive Dickson, TN 37055 The firm can be reached at: Stephen L. Hughes The Law Firm of Kizer, Bonds, Hughes & Bowen, PLLC P.O. Box 320 Milan, TN 38358 Tel: (731) 686-1198 Allen Clark Permenter sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 19-10167) on Jan. 25, 2019. Strawn Law Firm, led by Thomas Harold Strawn, Jr., is the Debtor's counsel. AMARILLO BIOSCIENCES: Anticipated Losses Cast Going Concern Doubt ----------------------------------------------------------------- Amarillo Biosciences, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $391,389 on $4,076 of revenues for the three months ended March 31, 2019, compared to a net loss of $187,438 on $56,590 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $1,225,840, total liabilities of $673,755, and $552,085 in total stockholders' equity. Chief Executive Officer Stephen T. Chen said, "The Company has not yet achieved sustained operating income, and its operations are funded primarily from related-party convertible debt and equity financings. However, losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability. "The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. "There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/LnuGJV Amarillo Biosciences, Inc. engages in the development of biologics for the treatment of human and animal diseases. The company owns or licenses five issued patents related to the low-dose oral delivery of interferon; and owns one issued patent on its dietary supplement, Maxisal. It focuses on research for the treatment of human disease indications primarily influenza, hepatitis C, thrombocytopenia, and other indications using natural human interferon alpha. Amarillo Biosciences was founded in 1984 and is based in Amarillo, Texas. AMYRIS INC: Secures $8.50 Million Credit Facility ------------------------------------------------- Amyris, Inc., entered into a credit agreement on June 11, 2019, with Foris Ventures, LLC, an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder, and an owner of greater than five percent of the Company's outstanding common stock, to make available to the Company an unsecured credit facility in an aggregate principal amount of $8.5 million, which the Company borrowed in full on June 11, 2019 and issued to Foris a promissory note in the principal amount of $8.5 million. The Foris Note (i) accrues interest at a rate of 12.5% per annum from and including June 11, 2019, which interest is payable on the maturity date or the earlier repayment or other satisfaction of the Foris Note, and (ii) matures on Aug. 28, 2019; provided, that if certain "cash" warrants issued by the Company on May 11, 2017 and Aug. 7, 2017 are exercised, then the Maturity Date will be the business day immediately following such exercise. The Company may at its option repay the amounts outstanding under the Foris Note before the Maturity Date, in whole or in part, at a price equal to 100% of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment. The Credit Agreement and the Foris Note contain customary terms, provisions, representations and warranties, including certain events of default after which the Foris Note may be due and payable immediately. About Amyris, Inc. Amyris, Inc., Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. APEX LONG TERM: Court Junks Shah, AKP Bid to Reopen Chapter 11 Case ------------------------------------------------------------------- Bankruptcy Judge Marvin Isgur denied P.K. Shah, M.D. and Apex Katy Physicians, LLC's motion to reopen Apex Long Term Acute Care-Katy, L.P.'s chapter 11 bankruptcy case alleging fraud on the Court on the part of Robert D. Remy, Dr. Stephen Koch, Adeel Zaidi, and various other parties. Shah and Apex Physicians argue that Remy filed fraudulent financial statements in this case, making it likely that assets were hidden from the estate and have not been properly distributed in accordance with the Court's confirmation order. Remy argues that Shah and Apex Physicians are precluded from reopening the case because the Motion was filed after the 180-day deadline in 11 U.S.C. section 1144 had elapsed and because they have failed to establish "cause" to reopen the case. Remy further claims that even if the case is reopened, no legal basis exists for tolling the statute of limitations, nor would it be proper to abandon assets. Shah and Apex Physicians reason that section 1144 does not apply and therefore does not preclude reopening the case, because they do not seek to revoke the confirmation order. Instead, Shah and Apex Physicians contend that they seek to reopen the case so that the Trustee may then pursue claims against Remy, and other parties, and "distribute the recovered assets[] in accordance with the confirmation order . . . ." Shah and Apex Physicians further argue that reopening the case is within this Court's discretion, because there exists no alternate forum given that the state court dismissed certain causes of action pursuant to this Court's jurisdiction of the claims under 11 U.S.C. In the alternative, Shah and Apex Physicians insist that the Court "deem Apex LTAC's causes of action against Robert Remy tolled and abandoned." The Plan became effective on Jan. 26, 2010. As of that date, as provided for in the confirmation order and Plan, all assets, including any potential causes of action known or unknown and any assets disclosed or undisclosed were vested in the Trust and were to be prosecuted by the Distribution Trustee. Without question, both the confirmation order and the Plan dealt with the purported undisclosed assets and any causes of action known or unknown. The bankruptcy estate and distribution to creditors are the very core of the confirmation order and Plan. While Shah and Apex Physicians' Motion may arguably contemplate relief other than revoking the confirmation order (reopening the case to pursue claims against Remy and others), it necessarily challenges the substance of the confirmation order. The assets, including these claims, were vested in the Distribution Trust. They are no longer available for prosecution by any other party, unless the confirmation order's vesting provision is altered. That, the Court cannot do. Even if Shah and Apex Physicians' claim could be characterized as a simple damages claim, its quest for a distribution of allegedly undisclosed assets that the plan explicitly dealt with and which may or may not add value to the estate is an undeniable attack on the confirmation order. Accordingly, section 1144 precludes Shah and Apex Physicians from reopening the case. A copy of the Court's Memorandum Opinion dated April 26, 2019 is available at https://tinyurl.com/y4d4zkmo from Pacermonitor.com at no charge. Apex Long Term Acute Care - Katy, L.P., based in Katy, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 09-37096) on Sept. 25, 2009. Theresa D. Mobley, Esq., at Cage Hill et al, served as the Debtor's counsel. In its petition, Apex estimated $1 million to $10 million in both assets and debts. The petition was signed by Apex Katy Physician-TMG LLC, general partner of the Company. ARCHETYPE INVESTMENTS: Chapter 15 Case Summary ---------------------------------------------- Chapter 15 Debtor: Archetype Investments Fund SPC Ltd c/o R&H Restructuring Woodbourne Hall P.O. Box 3162 Road Town, Tortola VG 1110, British Virgin Islands Business Description: Archetype Investments Fund SPC Ltd is a British Virgin Islands professional fund in liquidation under the supervision of the Commercial Division of the Virgin Islands, High Court of Justice, of the Eastern Caribbean Supreme Court, Claim No. BVIHC (COM) 2017/27, pursuant to the Insolvency Act, 2003. Chapter 15 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Chapter 15 Case No.: 19-11996 Foreign Representatives: Owen Walker and Martin Trott R&H RESTRUCTURING (BVI) LTD. Woodbourne Hall P.O. Box 3162 Road Town Tortola VG1110, British Virgin Islands Foreign Representatives' Counsel: Warren E. Gluck, Esq. Richard A. Bixter Jr., Esq. Elliot A. Magruder, Esq. HOLLAND & KNIGHT LLP 31 West 52nd Street New York, NY 10019 Tel: (212) 573-3396 (212) 513-3200 Fax: (212) 385-9010 E-mail: warren.gluck@hklaw.com richard.bixter@hklaw.com elliot.magruder@hklaw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-11996.pdf BAKER AND SONS: Needs More Time to File Chapter 11 Plan ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida extended to July 30 the deadline for Baker and Sons Air Conditioning, Inc. to file its Chapter 11 plan and disclosure statement and the period during which it has the exclusive right to file a plan. The extension will give the company more time to market its business and find a buyer. Baker and Sons believes it is necessary to have a prospective buyer for its business in order to make a realistic projection for its plan and disclosure statement, according to court filings. About Baker and Sons Air Conditioning Baker and Sons Air Conditioning, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-09333) on Oct. 30, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor tapped the Law Offices of Benjamin Martin as its legal counsel. No official committee of unsecured creditors has been appointed in the Debtor's case. BIOPHARMX CORP: Incurs $3.62-Mil. Net Loss for April 30 Quarter --------------------------------------------------------------- BioPharmX Corporation filed its quarterly report on Form 10-Q, disclosing a net loss and comprehensive loss of $3,623,000 on $0 of net revenues for the three months ended April 30, 2019, compared to a net loss and comprehensive loss of $4,402,000 on $18,000 of sales revenue for the same period in 2018. At April 30, 2019, the Company had total assets of $4,930,000, total liabilities of $3,506,000, and $1,424,000 in total stockholders' equity. As of April 30, 2019, the Company had cash and cash equivalents of $3.3 million and working capital of $1.0 million. The Company has incurred recurring losses and negative cash flows from operations since inception and has funded its operating losses through the sale of common stock, preferred stock, warrants to purchase common stock and the issuance of convertible notes. The Company incurred a net loss of $3.6 million and $4.4 million for the three months ended April 30, 2019 and 2018, respectively. The Company had an accumulated deficit of $82.2 million as of April 30, 2019. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in its industry. The Company continues its research and development efforts for its product candidates, which will require significant funding. Chief Executive Officer David S. Tierney and Chief Accounting Officer Joyce Goto said, "If the Company is unable to obtain additional financing in the future or research and development efforts require higher than anticipated capital, there may be a negative impact on the financial viability of the Company. The Company plans to increase working capital by managing its cash flows and expenses and either entering into a strategic partnership or raising additional capital through private or public equity or debt financing. There can be no assurance that such financing or partnerships will be available or on terms which are favorable to the Company. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented. Failure to raise additional capital through one or more financings, enter into a strategic partnership or reduce certain discretionary spending could have a material adverse effect on the Company's ability to achieve its intended business objectives. 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/uXFqV0 BioPharmX Corporation, a specialty pharmaceutical company, develops and commercializes novel prescription and over-the-counter (OTC) products that address dermatology and women's health markets. The Company offers VI2OLET, an OTC molecular iodine dietary supplement that addresses cyclic breast discomfort, as well as alleviates the symptoms of fibrocystic breast condition (FBC). The Company is headquartered in Menlo Park, California. BIOSTAGE INC: Chief Financial Officer Quits ------------------------------------------- Thomas McNaughton has resigned from his role as chief financial officer of Biostage, Inc. effective as of June 14, 2019. In connection with his resignation, the Company and Mr. McNaughton entered into a Separation and Release Agreement, which provides, among other things: (i) that Mr. McNaughton will receive six months of his base salary paid in equal monthly installments over the course of twelve months; (ii) for acceleration of vesting of certain outstanding equity awards that would otherwise vest during the twelve months following the Effective Date; (iii) that the outstanding vested options held by Mr. McNaughton would be exercisable until the earlier of two years following the Effective Date and the respective scheduled expiration date of those options; and (iv) a grant of a fully vested non-qualified stock option to purchase 35,000 shares of common stock of the Company with an expiration date three years from the Effective Date. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage repored a net loss of $7.52 million for the year ended Dec. 31, 2018, compared to a net loss of $11.91 million for the year ended Dec. 31, 2017. As of March 31, 2019, Biostage had $2.33 million in total assets, $1 million in total liabilities, and $1.33 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BIOSTAGE INC: Issues Stock Awards and Options to Board Members -------------------------------------------------------------- In June 2019, Biostage, Inc., issued (i) the annual compensatory option grants to the members of its scientific advisory board, in the aggregate amount of 41,456 options to acquire shares of common stock (being 10,364 options to each of the four scientific advisory board members), as required by the consulting agreements with those individuals which require annual grants consistent with the annual grants to the directors of the Company, and (ii) an aggregate of 13,852 compensatory stock awards, and an aggregate amount of 50,466 compensatory options to acquire shares of common stock, to the non-employee directors of the Company which those non-employees elected to receive in lieu of the annual cash compensation they were entitled to with respect to fiscal 2018 and fiscal 2019, respectively. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage repored a net loss of $7.52 million for the year ended Dec. 31, 2018, compared to a net loss of $11.91 million for the year ended Dec. 31, 2017. As of March 31, 2019, Biostage had $2.33 million in total assets, $1 million in total liabilities, and $1.33 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BIOSTAGE INC: Secures $1.3 Million in Funding from Investors ------------------------------------------------------------ Biostage, Inc., entered into a securities purchase agreement with Junli He pursuant to which the Investor agreed to purchase in a private placement 135,135 shares of common stock and warrants to purchase 135,135 shares of common stock for the aggregate purchase price of approximately $500,000 and a purchase price per share and warrant of $3.70. The Investor Private Placement closed on June 12, 2019. The Investor Warrant has an exercise price of $3.70 per share, subject to adjustments as provided under the terms thereof, and is immediately exercisable. The Investor Warrant is exercisable until the earlier to occur of (i) the date that is seven weeks after the filing date of the Company's first Investigational New Drug application with the US Food and Drug Administration, and (ii) five years from the Investor Warrant issuance date. The Investor Purchase Agreement and Investor Warrant each include customary representations, warranties and covenants. In addition, on June 12, 2019, the Company has also closed private placements with a number of other Investors, which including the $500,000 provided by Junli He, resulted in funding of approximately $1,277,143 in the aggregate to the Company. About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage repored a net loss of $7.52 million for the year ended Dec. 31, 2018, compared to a net loss of $11.91 million for the year ended Dec. 31, 2017. As of March 31, 2019, Biostage had $2.33 million in total assets, $1 million in total liabilities, and $1.33 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BLANKENSHIP FARMS: Trustee Wins Summary Judgment Bid vs CHNi ------------------------------------------------------------ Bankruptcy Judge Jimmy L. Croom granted the Chapter 11 Trustee's motion for summary judgment as to CNH Industrial Capital America, LLC's amended motion for allowance of administrative expense claim. The Trustee asserts she is entitled to summary judgment as a matter of law pursuant to Federal Rule of Civil Procedure 56. In order to succeed on its claim for an administrative expense in this case, CNHi must prove that its claim (1) arose from a transaction with the bankruptcy estate and (2) directly and substantially benefitted the estate. It is important to note that this 2-part test is written in the conjunctive. Therefore, a creditor must be able to prove both prongs of the test in order to be successful on its application for an administrative expense. Failure to prove one prong is fatal to the inquiry as a whole. For purposes of the Trustee's motion for summary judgment, the Court will presume that the Debtors, in this case, had an ex parte agreement with CNHi that the equity cushion in the equipment would serve as adequate protection of CNHi's secured interest. This presumption, however, does not end the inquiry. CNHi can only satisfy the first prong of the administrative expense inquiry if can demonstrate that such agreement qualifies as a transaction with the bankruptcy estate sufficient to establish its entitlement to an administrative expense. The Court finds that resolution of this question is purely a legal interpretation rather than a factual one. Therefore, the Court concludes that summary judgment is appropriate. Reviewing the facts of this case in the light most favorable to CNHi, the Court concludes that the parties' ex parte agreement to allow the equity cushion to serve as adequate protection for CNHi's interest does not give rise to an administrative expense for CNHi. CNHi stated it conducted a valuation of the collateral shortly before the Debtors filed for bankruptcy relief. According to counsel for CNHi, that assessment indicated the Debtors had between $500,000 and $800,000 worth of equity in the farm equipment. There were no allegations that the Debtors were in default at the time the petitions were filed. As such, the Debtors entered bankruptcy with the right to continue using the equipment and CNHi was adequately protected by the equity at the time the Debtors continued using the equipment. The Debtors did not induce CNHi to do anything. CNHi was protected by an equity cushion prior to the filing of the chapter 11 petitions and it continued to be adequately protected when the Debtors filed for bankruptcy relief. This Court simply cannot conclude that a debtor's ex parte agreement to allow an equity cushion that existed at the time of filing to serve as adequate protection qualifies as a post-petition inducement that would entitle a creditor to receive an administrative expense claim. As the Tenth Circuit stated In re Blehm Land & Cattle Co., "ex parte adequate protection agreements should receive close scrutiny from the court." This Court concludes that an ex parte agreement such as the one in the case at bar cannot withstand this heightened level of scrutiny. There was a large equity cushion at the time the Debtors filed for bankruptcy relief. CNHi asserts that the debtors agreed for the equity cushion to serve as adequate protection post-petition. However, in doing this, the Debtors did not offer CNHi anything they did not have at the time the case was filed. Therefore, this Court cannot conclude that the Debtors offered any inducement to CNHi that would entitle it to an administrative expense claim. As the bankruptcy court held in In re Gasel, this was not "a post-petition transaction ... with the debtor." Instead, the Court concludes that the agreement CNHi had with the Debtors arose out of a pre-petition contractual relationship with the Debtors and that the agreement occurred pre-petition. Had the Debtors agreed to provide additional adequate protection to CNHi after the case was filed, the result would be different. A copy of the Court's Memorandum Opinion dated May 3, 2019 is available at https://tinyurl.com/y6slp38e from Pacermonitor.com at no charge. About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating assets and liabilities between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of the Debtor. The case is assigned to Judge Jimmy L. Croom. Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC, served as farm equipment appraiser, and Brasher Accounting was the accountant. Marianna Williams was appointed as Chapter 11 trustee on March 9, 2017. The trustee retained Baker Donelson Bearman Caldwell & Berkowitz, PC, as legal counsel. The trustee also tapped Evans Real Estate as real estate agent; Marvin E. Alexander and Alexander Auction & Real Estate Sales as auctioneer; and Phillip Hollis, Esq., to provide real property title search services. BLUE DOLPHIN: Management Says Going Concern Doubt Exists -------------------------------------------------------- Blue Dolphin Energy Company filed its quarterly report on Form 10-Q, disclosing a net income of $747,000 on $68,927,000 of total revenue for the three months ended March 31, 2019, compared to a net loss of $151,000 on $72,246,000 of total revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $71,649,000, total liabilities of $76,129,000, and $4,480,000 in total stockholders' deficit. Chief Executive Officer Jonathan P. Carroll said, "Management has determined that certain factors 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/U2RfGE Blue Dolphin Energy Company operates as an independent refiner and marketer of petroleum products in the United States. The company produces finished products, including jet fuel, as well as intermediate products, such as naphtha, liquefied petroleum gas, atmospheric gas oil, and heavy oil-based mud blendstock; and conducts petroleum storage and terminaling operations under third party lease agreements at the Nixon facility. It also provides pipeline transportation services comprising gathering and transportation of oil and natural gas for producers/shippers operating offshore in the Gulf of Mexico. Blue Dolphin Energy Company holds leasehold interests in the High Island Block 115; Galveston Area Block 321; and High Island Block 37. The company was founded in 1986 and is headquartered in Houston, Texas. Blue Dolphin Energy Company is a subsidiary of Lazarus Energy Holdings, LLC. BLUE STAR: 1Q 2019 Financial Results Cast Going Concern Doubt ------------------------------------------------------------- Blue Star Foods Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,239,297 on $6,510,774 of net revenue for the three months ended March 31, 2019, compared to a net loss of $768,119 on $8,190,417 of net revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $14,862,893, total liabilities of $16,300,526, and $1,437,633 in total stockholders' deficit. For the three months ended March 31, 2019, the Company incurred a net loss of $1,239,297, has an accumulated deficit of $5,101,428 and working capital deficit of $1,849,780, with the current liabilities inclusive of $2,910,136 in stockholder loans that are subordinated to the provider of the working capital facility, and $128,910 in the current portion of the lease liability recognition. These circumstances raise substantial doubt as to the Company's ability to continue as a going concern. Company President and Chief Executive Officer Carlos Faria said, "The Company's ability to continue as a going concern is dependent upon the Company's ability to increase revenues, execute on its business plan to acquire complimentary companies, raise capital, and to continue to sustain adequate working capital to finance its operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to the Company." A copy of the Form 10-Q is available at: https://is.gd/Tj4UCK Blue Star Foods Corp. processes, imports, packages, and sells refrigerated seafood products. It offers pasteurized blue and red crab meat, and other seafood products, including crab cake, finfish, and wakami salad under the Blue Star, Oceanica, Pacifika, Crab & Go, and Harbor Banks brands. The company sells its products to food service distributors, wholesalers, retail establishments, and seafood distributors in the United States, Canada, Europe, Mexico, Central America, the Caribbean, the United Arab Emirates, Singapore, and Hong Kong. Blue Star Foods Corp. was founded in 1995 and is headquartered in Miami, Florida. BRIGHT MOUNTAIN: Signs Agreement & Plan of Merger with Inform ------------------------------------------------------------- Bright Mountain Media, Inc., entered into an Agreement and Plan of Merger on June 10, 2019 to acquire Inform, Inc., in an all-stock transaction. It was previously announced that it entered into a non-binding Letter of Intent with Inform, Inc. dated April 25, 2019. Based in Atlanta, Georgia, Inform, Inc., provides data-driven technology solutions for the syndication and monetization of contextually relevant, personalized premium video content. Inform seeks to solve the industry's supply challenge for premium video by creating new video streams and impression opportunities across the most desirable online publishing destinations in the United States. Inform, Inc. has aggregated a digital audience which provides ad buyers with near certainty in reaching target demographics. The closing of the transaction, in which the Company will issue a maximum of 25 million shares of its common stock for all of the Inform, Inc. securities, is scheduled to close on Aug. 30, 2019. The closing, as previously reported, is subject to a number of conditions precedent, including satisfactory due diligence by the Company and the exchange of approximately $15 million of notes for shares of the Company's common stock at $2.27 per share; the exchange of bridge note debt of approximately $1.1 million plus a premium for shares of the Company's common stock at $2.27 per share; the closing of a $3 million financing by the Company directed to certain Inform, Inc. legacy shareholders with ninety percent of the proceeds being loaned to Inform, Inc. for working capital purposes; the closing of a financing of approximately $4 million by a to be determined FINRA dealer with proceeds being used for the Company's working capital needs following the Inform, Inc. acquisition. The closing is further subject to approval of any self-regulatory association, if applicable, as well as the approval by the Inform, Inc. stockholders. Between February 2019 and June 17, 2019, the Company has loaned Inform an aggregate of $929,025 under the terms of 6% promissory notes, which mature on June 30, 2019. These notes are secured by the pledge of stock of Inform, Inc. by Mr. Peters. Kip Speyer, Chairman and CEO of Bright Mountain Media, reiterated that, "Recognizing the long history of Inform, the quality of its technology and the value of its digital audience makes this acquisition, if consummated, a unique opportunity for Bright Mountain. This will represent a powerful opportunity for Bright Mountain Media to bring under one umbrella the complete Inform Video Technology and consolidate administrative and other operations." Greg Peters, Founder and CEO of Inform, stated again that Kip and his team have identified the significant potential in our Video Value Proposition and our technology. We look forward to joining the Bright Mountain management team and believe this acquisition will help both companies accelerate our growth and accomplish our business goals." The Compay said that closing of the acquisition is subject to conditions precedent and accordingly there are no assurances that the acquisition of Inform, Inc. will be consummated. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- http://www.brightmountainmedia.com/-- is a digital media holding company whose primary focus is connecting brands with consumers as a full advertising services platform. Bright Mountain Media's assets include an ad network, an ad exchange platform and 25 websites (owned and/or managed) that provide content, services and products. The websites are primarily geared for a young, male audience with several that focus on active, reserve and retired military audiences as well as law enforcement and first responders. Bright Mountain reported a net loss attributable to common shareholders of $5.33 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $3.01 million for the year ended Dec. 31, 2017. As of March 31, 2019, Bright Mountain had $5.39 million in total assets, $1.88 million in total liabilities, and $3.51 million in total shareholders' equity. EisnerAmper LLP, in Iselin, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring net losses, cash outflows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BRINK'S COMPANY: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 4, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by The Brink's Company to BB+ from BBB-. The Brink's Company is an American private security and protection company headquartered outside of Richmond, Virginia. Its core business is Brink's Inc.; it spun off its Brink's Home Security operations into a separate company in 2008. The Brink's brand and reputation span around the globe. BROOKFIELD WEC: S&P Affirms B First-Lien Term Loan Rating on Add-on ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating and '3' recovery rating (50% rounded estimate) on Brookfield WEC Holdings Inc.'s first-lien term loan due 2025, which includes the incremental $325 million add-on. The company will use proceeds to refinance the existing second-lien term loan. The issuer credit rating on Brookfield WEC remains 'B', reflecting its limited scope of operations within the nuclear energy sector, limited scope and diversity compared to larger capital goods peers, risk of disruption from other energy sources, public questioning of nuclear energy in the wake of conspicuous accidents, high but improving operating costs, and high leverage. The ratings also incorporate S&P's assessment of the steady growth in global energy consumption, the company's strong market positions, its technology leadership position, high barriers to entry, and good cash flow generation. ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors The capital structure includes a $200 million asset-based lending (ABL) facility, which S&P assumes is 60% drawn prior at default, and a $200 million cash flow revolver, which it assumes is 85% drawn at default. There is also an unfunded $250 million letter of credit facility used to back performance obligations under various contracts. S&P's recovery analysis assumes the company will continue to perform on the underlying contracts in a default scenario, leaving this facility undrawn. The ABL facility allows draws by U.S. and foreign subsidiaries and benefits from a first-lien on working capital assets. The other loans are borrowed domestically, although $50 million of the cash flow revolver is dedicated to a U.K. subsidiary. The term loan and revolver benefit from a first lien on substantially all domestic nonworking capital assets, a 100% equity pledge from the first-tier foreign nonobligor, and a second lien on domestic working capital assets. "Our simulated default scenario assumes the acceleration in the retirement of nuclear plants and the loss of several large customers, along with a general economic downturn. Such a scenario would cause EBITDA to drop below a level that is no longer sufficient to cover interest and minimum capital expenditures," S&P said. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA multiple: 5.5x -- EBITDA at emergence: $350 million Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.830 billion -- Obligor/nonobligor valuation split: 55%/45% -- Estimated priority claims (ABL): $125 million -- Estimated value available for first-lien debt claims (collateral + deficiency): $1.665 billion -- Estimated first-lien debt claims: $3.200 billion -- First-lien term loan recovery expectation: 50%-70% (rounded estimate: 50%) Ratings List Brookfield WEC Holdings Inc. Issuer Credit Rating B/Stable Ratings Affirmed; Recovery Expectations Revised Brookfield WEC Holdings Inc. To From Senior Secured B B Recovery Rating 3(50%)3(55%) BROOKLYN BUILDINGS: Frimhar Objects to Disclosure Statement ----------------------------------------------------------- Frimhar Associates LLC objects to the Disclosure Statement explaining the Chapter 11 Plan of Brooklyn Buildings LLC. Frimhar complains that the Debtor's Disclosure Statement fails to provide adequate detail concerning the timing and implementation of the proposed Plan, including the Project Funding and payment of the Frimhar Claim. Frimhar points out that the Debtor's Disclosure Statement is entirely vague and speculative and, among other things, lacks adequate information concerning the payment of the Frimhar Claim, which it classifies as the "Class 2 - Allowed Secured Claim of Frimhar Associates LLC." Frimhar further complains that a ccording to the Disclosure Statement, it is "this new funding structure that has permitted the Debtor to move forward with a feasible Plan . . .." however, the Disclosure Statement does not provide adequate detail regarding any aspect of the Project Funding. Frimhar asserts that the Disclosure Statement is impermissibly vague concerning the timing of the Exit Loan, the Disclosure Statement asserts that the Exit Loan will be provided "on the Effective Date." however, the Effective Date is defined as "the date upon which the Confirmation Order becomes a Final Order." According to Frimhar, the Debtor acknowledges that the feasibility of its Plan is contingent upon the proposed Project Funding. See, e.g., Disclosure Statement at 13, however, as demonstrated, supra at pp. 4-5, the Project Funding is highly "speculative, conjectural or unrealistic," given the lack of adequate and definitive detail concerning its terms. Frimhar also complains that the Debtor cannot meet its burden here, as the Disclosure Statement fails to set forth any analysis from which a creditor can determine whether it is receiving an amount not less than what it would receive or retain under a Chapter 7 liquidation. Frimhar further points out that given the Debtor’s failure to include in its Disclosure Statement and proposed Plan any hypothetical liquidation and distribution analysis, it is impossible to conclude that the proposed Plan would not result in the impairment of the Frimhar Claim. Attorneys for Frimhar Associates LLC: Evan M. Newman, Esq. Aviva Francis, Esq. JACOBOWITZ NEWMAN TVERSKY LLP 377 Pearsall Ave, Suite C Cedarhurst, New York 11516 About Brooklyn Buildings Brooklyn Buildings LLC is a privately held real estate company. Its principal place of business is located at 1600 Bergen Street Brooklyn, New York. Brooklyn Buildings filed for bankruptcy protection (Bankr. E.D.N.Y., Case No. 18-43971) on July 11, 2018. In the petition signed by Yehoshua Allswang, managing member, the Debtor estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. Judge Carla Craig oversees the case. Kirby Aisner & Curley LLP represents the Debtor. BROOKLYN BUILDINGS: Tax Lien Trusts Object to Disclosure Statement ------------------------------------------------------------------ NYCTL 1998-2 Trust, and The Bank of New York Mellon, as Collateral Agent and Custodian for the NYCTL 1998-2 Trust (collectively, the "Tax Lien Trusts") object to the Disclosure Statement explaining the Chapter 11 Plan of Brooklyn Buildings LLC. Tax Lien Trusts complain that the Disclosure Statement and Plan incorrectly provide that that all secured claims, including the Tax Lien claims (and the City's claims), are unimpaired. Tax Lien Trusts point out that the Disclosure Statement and Plan are not entirely clear as to the treatment of the secured Tax Lien claims. Attorneys for the Tax Lien Trusts: Gershon Akerman, Esq. SEYFARTH SHAW LLP 620 Eighth Avenue New York, NY 10018-1405 Telephone: (212) 218-5500 Facsimile: (212) 218-5526 About Brooklyn Buildings Brooklyn Buildings LLC is a privately held real estate company. Its principal place of business is located at 1600 Bergen Street Brooklyn, New York. Brooklyn Buildings filed for bankruptcy protection (Bankr. E.D.N.Y., Case No. 18-43971) on July 11, 2018. In the petition signed by Yehoshua Allswang, managing member, the Debtor estimated assets of $10 million to $50 million and estimated liabilities of $1 million to $10 million. Judge Carla Craig oversees the case. Kirby Aisner & Curley LLP represents the Debtor. CADIZ INC: Board Approves Second Amendment to Bylaws ---------------------------------------------------- The Board of Directors of Cadiz Inc. has approved Amendment No. 2 to the Bylaws of the Company, supplementing the Company's pre-existing Bylaws to incorporate, among other things, the following change: "At an annual meeting of stockholders, only such business shall be conducted at the annual meeting of stockholders as shall have been properly brought before the meeting, notice of such business must be received by the secretary of the Company not later than the 90th day, nor earlier than the 120th day in advance of the anniversary of the date on which the Company first mailed its proxy statement to stockholders in connection with the previous year's annual meeting of stockholders (subject to certain exceptions if the annual meeting of stockholders is advanced or delayed a certain number of days). The notice must include specified information about the business desired to be brought before the meeting of stockholders, the proposing stockholder, the director nominees, beneficial ownership of Company securities, and certain voting and other arrangements, as applicable." About Cadiz Founded in 1983 and headquartered in Los Angeles, California, Cadiz Inc. -- http://www.cadizinc.com/-- is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, California's primary mode of water transportation for imports from the Colorado River into the State. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. The Company's main objective is to realize the highest and best use of its land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $26.27 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $33.86 million for the year ended Dec. 31, 2017. As of March 31, 2019, Cadiz had $73.92 million in total assets, $155.3 million in total liabilities, and a total stockholders' deficit of $81.41 million. CAFE HOLDINGS: Assets Sold, Chapter 11 Cases Dismissed ------------------------------------------------------ Cafe Holdings Corp., which sold its assets to its DIP lender, in June 2019 won dismissal of its Chapter 11 case. "Pursuant to Bankruptcy Code Sec. 105(a) and 1112(b), the Chapter 11 cases of Cafe Holdings Corp., Case No. 18-05837; Cafe Enterprises, Inc., Case No. 18-05838; CE Sportz LLC, Case No. 18-05839; and CES Gastonia LLC, Case No. 18-05840 are hereby dismissed," the Court ruled. Hearings on the proposed dismissal were held on Feb. 12 and May 21. The Debtors said that following the sale, they have ceased all business operations and retained no unencumbered assets. ACM Fatz VII LLC provided the Debtors $3,200,000 to finance the Chapter 11 effort. The Debtors conducted a sale process for substantially all assets, but ACM Fatz's stalking horse bid did not receive any competing bids. The sale order was entered Feb. 14, 2019. The Debtors sought the dismissal of the case subject to these conditions: (i) all U.S. Trustee fees attributable to the Debtors have been paid in full, (ii) all allowed administrative expense claims set forth in the approved Final DIP Order budget have been paid in full or reserved, (iii) all allowed claims under Bankruptcy Code Sec. 503(b)(9) have been paid in full or reserved, (iv) all allowed stub rent claims have been paid in full or reserved, (v) the Court has approved the sale of substantially all of the Debtors assets pursuant to a final order and such sale has closed, and (vi) the Court has entered orders with respect to final fee applications. About Cafe Holdings Corp. Cafe Enterprises, Inc. -- http://www.fatz.com/-- and its subsidiaries are privately-owned operators of casual dining restaurant brand, "Fatz Cafe", with headquarters in Taylors, South Carolina. They operate 38 locations spread across five states. The Debtors employ nearly 1,700 persons. Cafe Holdings Corp., Cafe Enterprises, Inc., CE Sportz LLC and CES Gastonia LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Lead Case No. 18-05837) on Nov. 15, 2018. At the time of the filing, the Debtors disclosed $23 million in assets and $51 million in liabilities. The cases have been assigned to Judge Helen E. Burris. The Debtors tapped Haynes and Boone, LLP as their bankruptcy counsel; McNair Law Firm, PA as local counsel; Loughlin Management Partners + Company as financial advisor; Duff & Phelps, LLC as investment banker; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on Nov. 28, 2018. The committee tapped Pachulski Stang Ziehl & Jones LLP and Nelson Mullins Riley & Scarborough LLP as its legal counsel. CAFE HOLDINGS: Moore & Van Allen Advises Old Mill Stream, et al --------------------------------------------------------------- In Cafe Holdings Corp., et al.'s Chapter 11 proceeding, Moore & Van Allen, PLLC, filed a verified statement under Bankruptcy Rule 2019 to disclose that it represents: 1. Old Mill Stream, LLC -- Asserts claim of not less than $1,079,624 in lease arrearage. 2. MRB, LLC -- Asserts claim of not less than $311,626 in lease arrearage. 3. M&R Investors, LLC -- Not less than $281,897 in lease arrearage. 4. Public Services of North Carolina -- Sec. 503(b)(9) claim of not less than $3,904. 5. South Carolina Electric & Gas Company -- Sec. 503(b)(9) claim of not less than $7,718. Moore & Van Allen represents, as a group, Old Mill Stream, MRB, and M&R Investors in the collection of the Debtors' leasehold indebtedness. The firm can be reached at: David B. Wheeler, Esq. Reid E. Dyer, Esq. MOORE & VAN ALLEN PLLC 78 Wentworth Street Charleston, SC 29401 Tel: 843-579-7015 Fax: 843-579-8727 E-mail: davidwheeler@mvalaw.com About Cafe Holdings Corp. Cafe Enterprises, Inc. -- http://www.fatz.com/-- and its subsidiaries are privately-owned operators of casual dining restaurant brand, "Fatz Cafe", with headquarters in Taylors, South Carolina. They operate 38 locations spread across five states. The Debtors employ nearly 1,700 persons. Cafe Holdings Corp., Cafe Enterprises, Inc., CE Sportz LLC and CES Gastonia LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Lead Case No. 18-05837) on Nov. 15, 2018. At the time of the filing, the Debtors disclosed $23 million in assets and $51 million in liabilities. The cases have been assigned to Judge Helen E. Burris. The Debtors tapped Haynes and Boone, LLP as their bankruptcy counsel; McNair Law Firm, PA as local counsel; Loughlin Management Partners + Company as financial advisor; Duff & Phelps, LLC as investment banker; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Region 4 appointed an official committee of unsecured creditors on Nov. 28, 2018. The committee tapped Pachulski Stang Ziehl & Jones LLP and Nelson Mullins Riley & Scarborough LLP as its legal counsel. CANNABIS SATIVA: Accumulated Deficit Casts Going Concern Doubt -------------------------------------------------------------- Cannabis Sativa, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $748,658 on $100,282 of revenues for the three months ended March 31, 2019, compared to a net loss of $1,107,834 on $94,590 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $4,623,424, total liabilities of $1,497,958, and $3,125,466 in total stockholders' equity. The Company incurred a net loss of $748,658 and $1,107,834 respectively for the quarters ended March 31, 2019, and 2018, and had an accumulated deficit of approximately $72,000,000 as of March 31, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern. Cannabis Sativa said, "The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders." A copy of the Form 10-Q is available at: https://is.gd/yXF2p9 Cannabis Sativa, Inc., through its subsidiaries, develops, manufactures, and sells herbal based skin care products in the United States and internationally. The company offers Recover, a deep penetrating healing balm used to relieve pain for sore muscles, joints, arthritic, and back pain; Trauma Cream, a cream for blended infusion of cannabinoids and THC; Face Garden, an antioxidant moisturizing cream for the face; Body Garden, a moisturizing body lotion; and Lip Garden, an emollient balm. It also offers Wild Earth Naturals and hi branded men's and women's fashion tee shirts and sweatshirts, as well as caps and coffee mugs through Website, wildearthnaturals.com. In addition, the company operates iBudtender, an online portal that offers information and patient reviews on marijuana dispensaries, cannabis businesses, marijuana strains, edibles, concentrates, and products; and PrestoCorp, an online telemedicine platform providing access to knowledgeable physicians for a safe and confidential way to get a medical marijuana recommendation using secure video conferencing technology. Cannabis Sativa is based in Mesquite, Nevada. CARPENTER'S ROOFING: Exclusivity Period Extended Until Aug. 19 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida extended the period during which Carpenter's Roofing & Sheet Metal, Inc. has the exclusive right to file a Chapter 11 plan through Aug. 19, and to solicit acceptances for the plan through Oct 18. About Carpenter's Roofing & Sheet Metal Carpenter's Roofing & Sheet Metal, Inc. -- https://carpentersroofing.com/ -- is a roofing contractor headquartered in West Palm Beach, Fla. It was founded in 1931 by Howard Carpenter. Carpenter's Roofing & Sheet Metal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on Nov. 29, 2018. At the time of the filing, the Debtor disclosed $1,040,593 in assets and $1,838,038 in liabilities. The case is assigned to Judge Mindy A. Mora. The Debtor tapped Craig I. Kelley, Esq., at Kelley & Fulton, PL, as its legal counsel. CBL & ASSOCIATES: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 6, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by CBL & Associates Properties Inc. to BB+ from BBB-. Headquartered in Chattanooga, TN, CBL Properties owns and manages a national portfolio of market-dominant properties located in dynamic and growing communities. CHARLOTTE RUSSE: Exclusive Plan Filing Period Extended to Sept. 3 ----------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the period during which CR Holding Liquidating Inc., formerly known as Charlotte Russe Holding Inc., and its affiliates have the exclusive right to file a Chapter 11 plan through Sept. 3, and to solicit acceptances for the plan through Oct. 31. About Charlotte Russe Holding Charlotte Russe Holding, Inc., is a specialty fashion retailer of young women's apparel and accessories comprised of seven entities. The company and its affiliates are headquartered in San Diego, California and have one distribution center located in Ontario, California. In addition, the companies lease office space in Los Angeles, California and San Francisco, California, where they primarily conduct merchandising, marketing, e-commerce and technology functions. The companies sell their merchandise to customers in the contiguous 48 states, Hawaii, and Puerto Rico through their online store and 512 Charlotte Russe brick-and-mortar stores located in various regional malls, outlet centers, and lifestyle centers. The bulk of the companies' apparel and accessory products are sold under the Charlotte Russe brand with ancillary brands for denim and perfume (Refuge), young women's plus-size apparel (Charlotte Russe Plus), and cosmetics (Charlotte by Charlotte Russe). Charlotte Russe Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy counsel; Guggenheim Securities, LLC as their investment banker; A&G Realty Partners, LLC as lease disposition consultant and business broker; Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Malfitano Advisors, LLC as liquidation consultant; and Donlin, Recano & Company, Inc., as claims and noticing agent. CHARLOTTE RUSSE: Meyers Roman Represents 3 Kohan Landlords ---------------------------------------------------------- In the Chapter 11 proceedings of Charlotte Russe Holding, Inc., et al., Meyers, Roman, Friedberg & Lewis provided notice under Rule 2019 of the Federal Rules of Bankruptcy Procedure that it represents these creditors: 1. Esplanade Mall Realty Holding, LLC, c/o Kohan Retail Investment Group 1010 North Boulevard Great Neck, NY 11021 2. Indian River Mall Realty Holding, LLC and c/o Kohan Retail Investment Group 1010 North Boulevard Great Neck, NY 11021 3. Virginia Center Common Realty Holding, LLC c/o Kohan Retail Investment Group 1010 North Boulevard Great Neck, NY 11021 The Creditors' claims are on account of retail leases. Their claims are presently unknown, subject to 11 U.S.C. Sec. 502(b)(6)and 503(b). The firm can be reached at: David M. Neumann Meyers, Roman, Friedberg & Lewis E-mail: dneumann@meyersroman.com 28601 Chagrin Blvd., Suite 500 Cleveland, Ohio 44122 Tel: 216-831-0042 Fax: 216-831-0542 About Charlotte Russe Holding Charlotte Russe Holding, Inc., is a specialty fashion retailer of young women's apparel and accessories comprised of seven entities. The company and its affiliates are headquartered in San Diego, California and have one distribution center located in Ontario, California. In addition, the companies lease office space in Los Angeles, California and San Francisco, California, where they primarily conduct merchandising, marketing, e-commerce and technology functions. The companies sell their merchandise to customers in the contiguous 48 states, Hawaii, and Puerto Rico through their online store and 512 Charlotte Russe brick-and-mortar stores located in various regional malls, outlet centers, and lifestyle centers. The bulk of the companies' apparel and accessory products are sold under the Charlotte Russe brand with ancillary brands for denim and perfume (Refuge), young women's plus-size apparel (Charlotte Russe Plus), and cosmetics (Charlotte by Charlotte Russe). Charlotte Russe Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy counsel; Guggenheim Securities, LLC as their investment banker; A&G Realty Partners, LLC as lease disposition consultant and business broker; Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Malfitano Advisors, LLC as liquidation consultant; and Donlin, Recano & Company, Inc., as claims and noticing agent. CHINA LENDING: Will Acquire 65% Equity Interests in Cayman Lixin ---------------------------------------------------------------- China Lending Corporation has entered into a share purchase agreement to acquire 65.0177% equity interests in Lixin Financial Holdings Group Limited ("Cayman Lixin"), a company incorporated under the laws of Cayman Islands. Cayman Lixin indirectly holds 99% equity interests in Zhejiang Lixin Enterprise Management Holding Co., Ltd. Founded in 2013, Zhejiang Lixin is a financial service company focusing on providing a wide range of financing solutions and related peripheral services, including financial leasing, factoring, private funding, financing guarantee and supply chain management, to individuals and micro, small and medium sized enterprises in the Yangtze River Delta Region in China. Pursuant to the Share Purchase Agreement, the Company will acquire 65.0177% equity interests in Cayman Lixin from certain selling shareholders of Cayman Lixin for a total consideration of RMB276,000,000, which will be satisfied by the Company's issuing its ordinary shares to such selling shareholders, as calculated by dividing the amount of consideration that such selling shareholder is entitled to as set forth in the Share Purchase Agreement by the average closing price per share of the ordinary shares on the Nasdaq Capital Market for 30 consecutive trading days prior to the closing of the transaction. The Company has decided to follow its home country practice and elected to be exempted from the shareholder approval requirement under the applicable rules of the NASDAQ Stock Market for the proposed transaction. The Company expects to complete the transaction in August 2019, subject to the satisfaction to, or waiver by, the parties to the Share Purchase Agreement of customary closing conditions and the completion of relevant corporate and regulatory procedures. Pursuant to the Share Purchase Agreement, the Company may acquire the remaining 34.9823% equity interests in Cayman Lixin, subject to the satisfaction of certain conditions, which include, among others, the completion of the future financing by the Company. Ms. Jingping Li, chairwoman and chief executive officer of China Lending, commented, "We believe that the acquisition of equity interest in Lixin will help to enhance the quality of our assets and optimize our existing business structure of providing loan facilities to micro, small and medium sized enterprises in Xinjiang Autonomous Region and other areas in China. By leveraging Lixin's capabilities in various financial services, credit facilities in banks and non-bank institutions, nationwide network of markets and resources, as well as capabilities in the research and development of financial product innovation, we expect to enhance our market competitiveness and increase our market value. Ultimately, we believe this will help us to transform into a profitable and well-diversified financial services company. We also expect to achieve our strategic goals in supply chain finance and consumer finance markets, extending our geographical outreach to cover the major economically developed regions in China and gradually extending to overseas markets." About China Lending Founded in 2009, China Lending -- http://www.chinalending.com/-- is a non-bank direct lending corporation and provides services to micro, small and medium sized enterprises, farmers, and individuals, who are currently underserved by commercial banks in China. The Company is headquartered in Urumqi, the capital of Xinjiang Autonomous Region. China Lending reported a net loss US$94.12 million for the year ended Dec. 31, 2018, compared to a net loss of US$54.78 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had US$95.66 million in total assets, U$122.01 million in total liabilities, US$9.65 million in convertible redeemable Class A preferred shares, and a total deficit of US$36 million. Friedman LLP, in New York, New York, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and is uncertain about the collection of its loans receivables and extension of defaulted loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CITADEL EXPLORATION: Recurring Losses Cast Going Concern Doubt -------------------------------------------------------------- Citadel Exploration, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $500,140 on $175,592 of revenue for the three months ended March 31, 2019, compared to a net loss of $551,915 on $212,554 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $7,297,146, total liabilities of $6,909,628, and $387,518 in total stockholders' equity. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company has experienced recurring losses resulting in an accumulated deficit and a working capital deficit as of March 31, 2019 of $13,820,653 and $6,510,999, respectively. In addition, the Company's development activities since inception have been financially sustained through debt and equity financing. These factors raised substantial doubt as to the Company's ability to continue as a going concern. Chief Financial Officer Philip McPherson stated that the ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. A copy of the Form 10-Q is available at: https://is.gd/zNnJOQ Citadel Exploration, Inc., an energy company, engages in the exploration and development of oil and natural gas properties in the San Joaquin Basin of California. It holds a 100% working interest in the Kern Bluff Oil Field covering an area of approximately 1,100 acres, as well as a 75% interest in the Yowlumne lease comprising an area of approximately 2,800 acres located in Kern County, California; and a 100% working interest in the Project Indian located in the Bitterwater sub-basin of the Salinas Basin. The company was founded in 2006 and is based in Newport Beach, California. CITADEL SECURITIES: Moody's Assigns Ba1 LT Issuer Rating -------------------------------------------------------- Moody's Investors Service assigned Ba1 long-term issuer and senior secured bank credit facility ratings to Citadel Securities LP, and assigned a Baa3 long-term issuer rating to Citadel Securities LLC. Moody's also affirmed Citadel Securities (Europe) Limited's Baa3 long-term issuer rating. Moody's said there was a stable outlook on all three companies. Moody's has taken the following rating actions: Issuer: Citadel Securities LP - Issuer rating, Ba1, assigned - Senior secured bank credit facility, Ba1, assigned - Outlook, Stable, assigned Issuer: Citadel Securities LLC - Issuer rating, Baa3, assigned - Outlook, Stable, assigned Issuer: Citadel Securities (Europe) Limited - Issuer rating, Baa3, affirmed - Outlook, remains Stable RATINGS RATIONALE Moody's said CSLP's Ba1 ratings reflects its position as the holding company for the group of entities collectively known as Citadel Securities, a global market maker across a variety of equity, fixed income and derivatives products. Citadel Securities has a strongly profitable track record as the leading electronic market maker in US retail cash equities and equity options, with an expanding international presence and is further diversifying into fixed income products. It benefits from demonstrated capabilities to efficiently tap into new and adjacent revenue pools and establish itself as a strong player within a relatively short period of time, and generally has a larger scale and more diverse revenue streams compared with other electronic trading firms, said Moody's. Moody's said CSLP's strong profitability has enabled it to generate a substantial and growing base of long-term capital that is predominantly in the form of equity and that also includes its Ba1-rated $850 million senior secured bank credit facility. CSLP's private ownership is a credit positive factor in terms of its ability to retain capital rather than face pressure to make significant ongoing capital distributions, that might have become apparent were it to have been publicly held, said Moody's. Moody's said there is an inherently high level of operational risk in Citadel Securities' electronic market making business model, and a significant risk management failure could conceivably result in severe losses and a deterioration in capital and liquidity. It is not possible to fully mitigate operating risks in the trading environments in which Citadel Securities operates. However this operational risk is substantially mitigated by Citadel Securities' highly effective multi-layered framework of internal and external checks and balances, its generally highly liquid market-neutral trading positions, and its large capital and liquidity pools that could be used to absorb losses associated with a controls failure, said Moody's. The quality of Citadel Securities' business and management is evident in its self-clearing capabilities in cash equities and fixed income and its favorable, established relationships with funding counterparties. These attributes provide a diversification in funding utilization, providing it with the ability to manage its transactions in a manner that maximizes its risk-adjusted profitability, Moody's said. Citadel Securities aims to achieve very strong levels of growth in the next 5-10 years through accelerating investments in its existing and new activities. Moody's said there would be extensive diversification and scale benefits from successful growth, that would further guard against the risk of a sustained period of low market transaction volumes in certain products or regions that might otherwise pressure revenue and could result in reduced and more volatile profitability. However, there is a risk that the adherence to an extremely strong and effective controls and risk management culture could become somewhat diluted with expansion into new products and territories, and some of these products and territories may have lower quality market infrastructure and regulation than Citadel Securities' existing business activities. Further, successful growth at this rate will require extensive management skills and the continued attraction and retention of a highly talented employee base. Moody's said CSLLC's and CSEL's Baa3 long-term issuer ratings are a notch higher than CSLP's Ba1 long-term issuer rating because of the structural superiority afforded to the operating companies' obligations compared with the holding company's. CSLLC is a broker-dealer operating in US markets and CSEL is a broker-dealer operating in European markets, said Moody's. Moody's said Citadel Securities is managed on a consolidated basis and its capital and liquidity is relatively fungible across each of its entities, including CSLLC and CSEL. Although there are no formal intragroup guarantees or support agreements in place, Citadel Securities' treasury department regularly reviews capital and funding allocations across entities and determines adjustments as needed, after taking into account regulatory capital requirements and tax considerations. The stable outlook on the companies' ratings is based on Moody's assessment that Citadel Securities will maintain a strong market share and continue to generate strong profits and cash flows, and will maintain the strength of its risk management and controls framework while growing its existing businesses and expanding into new products. FACTORS THAT COULD LEAD TO AN UPGRADE Moody's said the ratings could be upgraded should there be continued progress towards increased scale and diversification in adjacent and new activities, with concurrent increases in capital and liquidity levels, to an extent that meaningfully enhances the quality and diversity of earnings and absent a substantial increase in operating risk. Moody's said upward rating pressure could also develop from the maintenance of a leading competitive strength through technological innovations and process improvements that maintains or further improves already strong profitability. FACTORS THAT COULD LEAD TO A DOWNGRADE Moody's said the ratings could be downgraded with reduced profitability from adverse changes in the market or regulatory environments. Increased risk appetite or a significant failure in risk management and controls could also results in a downgrade, said Moody's. Other factors that could cause downward rating pressure include increased reliance on prime brokers and reduced quality of general financing contract terms, and a significant reduction in liquidity or retained capital. The principal methodology used in these ratings was Securities Industry Market Makers published in June 2018. CITADEL WATFORD: Trustee's Derivative Claims vs. M. Dunaway Junked ------------------------------------------------------------------ Bankruptcy Judge Kevin J. Carey granted Defendant Mark Dunaway's motion to dismiss derivative claims of the Liquidation Trustee's amended complaint. Dunaway argued that the Liquidation Trustee does not have standing to assert the derivative fiduciary duty claims raised in the amended complaint. The Liquidation Trustee for the Citadel Creditors' Grantor Trust, successor to Citadel Watford City Disposal Partners, L.P. filed an objection to the motion. Rule 17 does not aid the Liquidation Trustee in establishing standing. Rule 17 case law is well-established, allowing for change in parties when a party is difficult to find or due to an understandable mistake. The purpose of Fed. R. Ciy. P. 17 is to "prevent forfeiture of an action when determination of the right party to sue is difficult or when an understandable mistake has been made." "Rule 17(a) does not apply where a party with no cause of action files a lawsuit to toll the statute of limitations and later obtains a cause of action through assignment." While Rule 17(a) exists so that an action should not be forfeited by an honest mistake, it cannot be employed to circumvent the statute of limitations period. The parties were clearly identified, and the Liquidation Trustee has presented no evidence of an excusable mistake. Rule 17 is an administrative provision and cannot be used to cure standing when it is otherwise lacking. A copy of the Court's Opinion dated May 2, 2019 is available at https://tinyurl.com/y2k46qno from Pacermonitor.com at no charge. About Citadel Watford City Disposal Partners, L.P. Citadel Watford City Disposal Partners, L.P., et al., were engaged, principally, in providing fluid management services to America's oil and gas producers including the safe, controlled disposal of flowback and produced water. Citadel Watford City Disposal Partners, LP and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11323) on June 19, 2015. The Debtor is represented by Michael Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC. The Office of the U.S. Trustee has appointed an official committee of unsecured creditors in the Debtors' cases. The Committee retained Shaw Fishman Glantz & Towbin LLC as counsel. CLOUD PEAK: Davis Polk & MNAT Represent Secured Noteholders ----------------------------------------------------------- In the Chapter 11 cases of debtors Cloud Peak Energy Inc., et al., the law firms of Morris, Nichols, Arsht & Tunnell LLP and Davis Polk & Wardwell LLP submitted a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to their representation of the group formed by holders of 12.00% senior secured notes due 2021 issued by Cloud Peak Energy Resources LLC and Cloud Peak Energy Finance Corp. As of May 13, 2019, members of the Prepetition Secured Noteholder Group and their disclosable economic interests are: (1) ALLIANZ GLOBAL INVESTORS U.S. LLC 600 West Broadway, 29th Floor San Diego, CA 92101 * $78,484,000 in aggregate principal amount of Prepetition Secured Notes (2) ARENA CAPITAL ADVISORS, LLC 12121 Wilshire Blvd., Suite 1010 Los Angeles, CA 90025 * $20,647,000 in aggregate principal amount of Prepetition Secured Notes (3) GRACE BROTHERS LP 1603 Orrington Ave., Suite 900 Evanston, IL 60201 * $10,000,000 in aggregate principal amount of Prepetition Secured Notes (4) NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. 309 West 49th St. New York, NY 10019 * $21,984,000 in aggregate principal amount of Prepetition Secured Notes * $31,562,000 in aggregate principal amount of 6.375% senior notes due 2024 (5) NUVEEN ALTERNATIVES ADVISORS LLC, TEACHERS ADVISORS, LLC 730 Third Ave. New York, NY 10017 * $33,640,000 in aggregate principal amount of Prepetition Secured Notes (6) WEXFORD CAPITAL LP C/O Wexford Capital LP 411 West Putnam Ave. Greenwich, CT 06830 * $8,985,000 in aggregate principal amount of Prepetition Secured Notes (7) WOLVERINE ASSET MANAGEMENT, LLC 175 West Jackson Blvd. Chicago, IL 60604 * $7,256,000 in aggregate principal amount of Prepetition Secured Notes * Call options exercisable into 3,700 shares of Cloud Peak common stock * Put options exercisable into 10,500 shares of Cloud Peak common stock In February 2019, the Prepetition Secured Noteholder Group engaged Davis Polk to represent it in connection with the Members' holdings of Prepetition Secured Notes. In April 2019, the Prepetition Secured Noteholder Group engaged MNAT to act as co-counsel in these Chapter 11 Cases. MNAT and Davis Polk represent the Prepetition Secured Noteholder Group. They also separately represent Ankura Trust Company, LLC as proposed administrative agent and collateral agent under the proposed superpriority secured debtor-in-possession credit facility. The Firms can be reached at: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Curtis S. Miller, Esq. Paige N. Topper, Esq. Eric W. Moats, Esq. 1201 North Market Street, Suite 1600 Wilmington, DE 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: cmiller@mnat.com ptopper@mnat.com emoats@mnat.com - and - DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Aryeh Ethan Falk, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 E-mail: damian.schaible@davispolk.com aryeh.falk@davispolk.com About Cloud Peak Energy Cloud Peak Energy Inc -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities. The cases have been assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A., as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. COPY DU SERVICES: Plan Outline Hearing Moved to Aug. 14 ------------------------------------------------------- Bankruptcy Judge Brian K. Tester granted Copy Du Services Corp.'s motion requesting an extension of 30 days to file the disclosure statement and plan of reorganization. The hearing on approval of the disclosure statement scheduled for July 17, 2019 at 2:00 PM will now be held on August 14, 2019 at 2:00 PM, at the United States Bankruptcy Court, Jose V. Toledo Federal Building and U.S. Courthouse, 300 Recinto Sur, Courtroom No. 1, Second floor, San Juan, Puerto Rico. About Copy Du Services Corp Copy Du Services Corp filed its petition for reorganization under the provisions of 11 USC Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06268) on Oct. 26, 2018, estimating under $1 million in both assets and liabilities. Juan Carlos Bigas Valedon, Esq., at Juan C. Bigas Valedon Law Office, is the Debtor's counsel. CPI CARD: S&P Affirms CCC+ Issuer Credit Rating; Outlook Negative ----------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on U.S.–based financial payment card producer CPI Card Group Inc. "The affirmation reflects our view that despite improving trends, CPI's operating performance will remain weak and the capital structure unsustainable," S&P said. "We don't expect a default or distressed debt transaction over the next 6 to 12 months given improving operating trends, but there is uncertainty whether management will be able to materially improve revenue and EBITDA ahead of its August 2022 first-lien term loan maturity to refinance the capital structure at par." CPI faces tight liquidity constraints and challenging capital structure. CPI's liquidity is limited and the company needs to address the $40 million revolver maturity due August 2020. Still, the company has not relied on its revolver in the past for operating needs, but S&P believes it will need to increase business investments for product innovation and to compete effectively. Increased competition, pricing pressures, and cyclicality from card expiration cycles highlight the need to develop new products and invest in the business to gain market share. Given weak cash flow generation, S&P believes the company could be forced to rely on the facility for business needs over the next 12 months. Management has used cost savings and benefits from operational efficiencies to fund business investments. However, S&P doesn't expect additional meaningful cost savings over the next 12 months, which it thinks could affect the company's ability to fund required business investments given competitive pressures. In addition, the company's debt is trading at distressed levels and the stock has been given a delisting notice due to a low market capitalization, leading it to conclude that accessing capital market options will be difficult. The negative outlook reflects weak credit metrics, increasing liquidity risk given poor cash flow generation, and the upcoming revolver maturity. The outlook also incorporates the risk that CPI may be unable to meaningfully increase revenue and profits amid intense competitive pressures well in advance of its 2022 maturity. "We could lower the issuer credit rating if the company has not made progress to extend the maturity or refinance the revolver over the next 3 to 6 months and cash flow become materially negative that results in revolver borrowings. We could also lower the rating if we expect a default or debt restructuring is inevitable," S&P said. "An upgrade is unlikely over the next 12 months based our base-case forecast. A positive rating action would be predicated on a substantial improvement in operating performance market share gains and increased volume demand through new product innovation, such that the company generates at least $10 million of reported free operating cash flow on a sustained basis," S&P said. CYTODYN INC: Raises More Than $12 Million in New Capital -------------------------------------------------------- CytoDyn Inc. raised approximately $9.1 million from its recently completed public warrant tender offer. Combined with $3 million raised from a private warrant exercise offer in May, new capital injected on a gross basis in the last five weeks now totals over $12 million with only about 15 million shares of dilution. "When evaluating the advancement of leronlimab, we continue to be very excited on several fronts, including: * The completion of our first BLA submission in the third quarter of this year, as a combination therapy for HIV * The recent submission to the FDA of a protocol for a pivotal trial for a monotherapy indication as a label expansion after potential first approval * The evaluation of multiple potential indications for leronlimab in cancer, GvHD and NASH "These evolving prospects present many potential pathways to leverage the capabilities of leronlimab. The level of investor participation in the recent capital raises brings credence to our mission. The warrant tender offers present an efficient means to continue to engage our current shareholder base while minimizing the potentially dilutive impact of other sources of capital. This and other funding platforms (licensing/partnering opportunities) will continue to be explored by CytoDyn for the remainder of 2019," added Dr. Nader Pourhassan, CytoDyn's president and chief executive officer. "In addition to these developments, CytoDyn is about to enter the world of cancer therapeutics with the long-awaited first patient injection for TNBC approaching. We continue our product-readiness planning with Samsung BioLogics and look forward to preparing for our future with the objectives of benefiting patients and rewarding our shareholders," concluded Dr. Nader Pourhassan. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com/-- is a clinical-stage biotechnology company focused on the clinical development and potential commercialization of humanized monoclonal antibodies to treat HIV infection. Its lead product candidate, PRO 140, belongs to a class of HIV therapies known as entry inhibitors that block HIV from entering into and infecting certain cells. The Company believes that monoclonal antibodies are a new emerging class of therapeutics for the treatment of HIV to address unmet medical needs in the area of HIV and other immunologic indications, such as Graft versus Host Disease and certain types of cancer. The audit opinion included in the Company's Annual Report on Form 10-K for the year ended May 31, 2018, contains an explanatory paragraph regarding the Company's ability to continue as a going concern. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, stated that the Company incurred a net loss of $50,149,681 for the year ended May 31, 2018 and has an accumulated deficit of $173,139,396 through May 31, 2018, which raise substantial doubt about its ability to continue as a going concern. As of Feb. 28, 2019, CytoDyn had $20.42 million in total assets, $26.67 million in total liabilities, and a total stockholders' deficit of $6.24 million. DIAMONDHEAD CASINO: Has $1-Mil. Net Loss for Quarter Ended Mar. 31 ------------------------------------------------------------------ Diamondhead Casino Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1,007,008 on $0 of revenue for the three months ended March 31, 2019, compared to a net loss of $360,084 on $0 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $5,485,705, total liabilities of $12,330,247, and $6,844,542 in total stockholders' deficit. The Company has incurred continued losses over the years and certain conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company has had no operations since it ended its gambling cruise ship operations in 2000. Since that time, the Company had concentrated its efforts on the development of its Diamondhead, Mississippi Property. The development of the Diamondhead Property would be dependent on obtaining the necessary capital, through equity and/or debt financing, unilaterally, or in conjunction with one or more partners, to master plan, design, obtain permits for, construct, staff, open, and operate a casino resort. In the past, the Company has been able to sustain itself through various short term borrowings, however, as of March 31, 2019, the Company had $6,624 of cash on hand, while accounts payable and accrued expenses totaled $7,973,723 and the Company had an accumulated deficit of $39,103,011. In addition, the Company reported a net loss applicable to common shareholders of $1,032,408 for the three months ended March 31, 2019. Therefore, in order to sustain itself, it is imperative that the Company secure a source of funds to provide further working capital. A copy of the Form 10-Q is available at: https://is.gd/TB0XuB About Diamondhead Casino Largo, Fla.-based Diamondhead Casino Corporation and its subsidiaries own a total of approximately 400 acres of unimproved land in Diamondhead, Mississippi on which it plans, unilaterally, or in conjunction with one or more partners, to construct a casino resort and hotel and associated amenities. Active subsidiaries of the Company include Mississippi Gaming Corporation, which owns the approximate 400-acre site and Casino World, Inc., the development entity. DITECH FINANCIAL: T. Dugdale Suit Stayed Due to Bankruptcy Filing ----------------------------------------------------------------- District Judge Nancy G. Edmunds issued an order staying and administratively closing the case captioned TIMOTHY DUGDALE, Plaintiff, v. DITECH FINANCIAL, LLC, Defendant, No. 18-10896 (E.D. Mich.) due to Defendant’s bankruptcy filing. Plaintiff's pro se complaint, asserting a breach of contract claim against Defendant, was transferred to this Court from the United States District Court for the District of Columbia on March 19, 2018. In February of 2019, Defendant filed two notices with the Court, indicating that it had commenced voluntary bankruptcy proceedings under Chapter 11 of the Bankruptcy Code, and that an automatic stay of proceedings is in place applicable to actions brought against Defendant, including the present matter. If the bankruptcy proceedings are terminated or the automatic stay is lifted with reference to the instant matter by the bankruptcy court, this case may be reopened upon the motion of any party. A copy of the Court's Order dated March 7, 2019 is available at https://bit.ly/2XPoT4g from Leagle.com. Timothy Dugdale, Plaintiff, pro se. Ditech Financial LLC, Defendant, represented by Courtney A. Krause, Garan Lucow Miller PC. DRIVETIME AUTOMOTIVE: S&P Rates New Sr. Sec. Notes Due 2026 'B-' ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'B-' issue rating on DriveTime Automotive Group's (B-/Stable/--) proposed $350 million senior secured notes due 2026. The company expects to use a majority of the proceeds from the new notes to retire its existing $400 million senior secured notes due 2021. Pro forma for the transaction, the rating agency expects leverage to remain in its expected range of 3.0x to 4.0x as measured by debt to adjusted total equity. S&P's ratings on DriveTime are based on the company's concentration in subprime auto lending, reliance on wholesale funding, earnings volatility, and significantly encumbered balance sheet. The offsetting factors include DriveTime's strong niche position in the fragmented used-vehicle sales market. S&P's analysis considers both DriveTime, a Delaware S corporation that holds the operating subsidiaries, and its affiliate, Bridgecrest Acceptance Corp., an Arizona S corporation that finances the vehicles purchased at DriveTime and controls the special-purpose entities and trusts related to DriveTime's securitization program. Ratings List DriveTime Automotive Group Inc. Issuer Credit Rating B-/Stable New Rating DriveTime Automotive Group Inc. $350 mil Sr Secured Nts Due 2026 B- E.W. SCRIPPS: S&P Keeps Ratings on Watch Neg. Pending Acquisition ----------------------------------------------------------------- S&P Global Ratings said all of its ratings on U.S.-based TV broadcaster The E.W. Scripps Co. remain on CreditWatch with negative implications where it placed them Oct. 29, 2018, until its acquisition of TV stations from Nexstar Media Group Inc. closes. The rating agency expects Scripps' $580 million acquisition will be funded with incremental debt, resulting in adjusted pro forma average trailing-eight-quarters leverage of 6.8x-7x in 2019 and remaining above its 5.25x threshold for the 'B+' rating through 2020. "We expect to lower all of our ratings on Scripps, including our 'B+' issuer credit rating, by one notch upon completion of its acquisition of television stations from Nexstar," S&P said. The transaction will materially increase Scripps' leverage to 6.8x-7x in 2019 from the 5.5x area (pro forma for the acquisition of Cordillera), according to the rating agency. "Despite recent acquisitions, we continue to view Scripps' business less favorably than that of its peers given its weaker EBITDA margins in the 20% area, low retransmission revenue per subscriber, and high percentage of broadcasting revenue generated by low-rated stations," S&P said. S&P expects the acquisition to close in the third quarter of 2019. It is also contingent on the closing of Nexstar's pending acquisition of Tribune Media Co. In addition to lowering the issuer credit rating to 'B' from 'B+' when the transaction closes, S&P said it would also lower its issue-level ratings on Scripps' senior secured credit facilities to 'BB-' from 'BB' and its senior unsecured debt to 'B-' from 'B'. The recovery ratings on the senior secured debt would remain '1' and unsecured debt would remain '5'. S&P said it intends to resolve the CreditWatch placement once Scripps closes its acquisition of Nexstar's stations. "We expect to lower the issuer credit rating by one notch to 'B', assuming the transaction is funded with incremental debt. But we could affirm the 'B+' rating if the transaction does not close or if financing is materially different than expected, such that we expect pro forma average trailing-eight-quarters leverage will improve below 5.25x by the end of 2020," S&P said. EDWARD'S BODY SHOP: Exclusivity Period Extended Until Aug. 19 ------------------------------------------------------------- Judge Mindy Mora of the U.S. Bankruptcy Court for the Southern District of Florida extended the period during which Edward's Body Shop & Auto Repair, Inc. has the exclusive right to file a Chapter 11 plan through Aug. 19, and to solicit acceptances for the plan through Oct. 18. Edward's Body Shop had said it needs more time to finalize the financing terms for its property, which will put the company in a better position to negotiate treatment of creditors under its plan. About Edward's Body Shop Edward's Body Shop & Auto Repair, Inc. is a privately held company in Miami, Florida, that provides automotive repair and maintenance services. It was incorporated in 1986. Edward's Body Shop & Auto Repair sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10172) on Jan. 6, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. The case has been assigned to Judge Jay A. Cristol. Orshan, P.A., is the Debtor's counsel. EKSO BIONICS: Insufficient Cash on Hand Casts Going Concern Doubt ----------------------------------------------------------------- Ekso Bionics Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $6,551,000 on $3,616,000 of revenue for the three months ended March 31, 2019, compared to a net loss of $7,901,000 on $2,518,000 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $20,860,000, total liabilities of $16,326,000, and $4,534,000 in total stockholders' equity. Cash on hand at March 31, 2019 was $9,236,000, compared to $7,655,000 at December 31, 2018. Borrowings under the Company's long-term debt agreement have a requirement of minimum cash on hand equivalent to three months of cash burn. As of March 31, 2019, the most recent determination of this restriction, $4,908,000 of cash must remain as restricted, with such amounts to be re-computed at each month end period. After considering cash restrictions, effective unrestricted cash as of March 31, 2019 is estimated to be $4,328,000. Chief Executive Officer Jack Peurach and Chief Financial Officer John F. Glenn said, "Based on the current forecast, the Company's cash on hand will not be sufficient to satisfy the Company's operations for the next twelve months from the date of issuance of these condensed consolidated financial statements, which raises 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/K58Pn0 Ekso Bionics Holdings, Inc., designs, develops, and sells exoskeletons for use in the healthcare, industrial, and military markets in North America, Europe, the Middle East, and Africa. The company operates through EksoHealth and EksoWorks segments. It primarily offers Ekso GT, a bionic suit that provides the ability to stand and walk over ground with a reciprocal gait using a cane, crutches, or a walker to individuals with spinal cord injuries and hemiplegia due to stroke. The company's Ekso device is primarily used in a hospital and rehabilitation setting. The company has a license agreement with Lockheed Martin Corporation, Regents of the University of California, and Garrett Brown, as well as with OttoBock Healthcare Products Gmbh. The company was founded in 2005 and is headquartered in Richmond, California. ELECTRONICS FOR IMAGING: S&P Assigns B- ICR on LBO; Outlook Pos. ---------------------------------------------------------------- S&P Global Ratings assigned a 'B-' issuer credit rating to digital imaging solutions provider Electronics for Imaging Inc. (EFI). The rating action follows EFI's disclosure that it agreed to be taken private by financial sponsor Siris Capital Group for roughly $1.6 billion cash. Meanwhile, S&P assigned a 'B-' issue-level rating and '3' recovery rating to the first-lien term loan and revolving credit facility. It also assigned a 'CCC+' issue-level rating and '5' recovery rating to the second-lien term loan. "Our rating on EFI reflects its high starting leverage above 10x, integration risks from its significant cost-saving plan, and our view that revenue would likely decline during a downturn given its reliance on capital spending. However, we believe EFI's growth in the corrugated packaging and textile industrial inkjet market, and the new management team's focus on operating efficiency will drive EBITDA growth," S&P said. S&P projects leverage will be in the mid- to high-7x area by year-end 2020. The positive outlook reflects that the rating agency could raise the rating if EFI reduces costs as expected without disruptions to business operations, reducing leverage declining below 7x and FOCF to debt in the mid-single-digit percentages. The positive outlook reflects the potential for a higher rating if EFI can implement its cost-saving plan while avoiding business disruption from rapid transformation, according to S&P. The rating agency thinks the new management team's focus on operating efficiency will keep business operations stable and improve credit metrics. "We could raise the rating in the next 12 months if cost savings increase EBITDA and Nozomi and Bolt sales, leading to modest growth such that we have confidence that leverage will fall below 7x and FOCF to debt will increase to around 5% in 2021. We would also need to believe that the company can maintain these levels while pursuing acquisition or shareholder return objectives," S&P said. "We could revise the outlook to stable if integration challenges or impact from a macroeconomic downturn precludes the company from reducing leverage to below 7x," S&P said. EMPIRE EQ WGI: Case Summary & 19 Unsecured Creditors ---------------------------------------------------- Debtor: Empire EQ WGI LLC 3 Columbus Circle, 15th Floor New York, NY 10019 Business Description: Empire EQ WGI LLC is a privately held company in New York. Chapter 11 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-23188 Judge: Hon. Robert D. Drain Debtor's Counsel: Fred B. Ringel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: fbr@robinsonbrog.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Goldwasser, president. 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/nysb19-23188.pdf F4 VENTURES: Unsecureds to Get Distribution from Creditor Pool -------------------------------------------------------------- F4 Ventures-Cinnaholic, LLC, filed a Chapter 11 Plan and accompanying Disclosure Statement proposing to pay holders of general unsecured claims a pro rata distribution from an unsecured creditor pool. Class 1A - Secured Ad Valorem Tax Claims are impaired. Paid in full and amortized over 5 years from the Petition Date at 12% (monthly payments of $76.82). Class 1B - Secured Claim of Frost Bank are impaired. Paid in full and amortized over 10 years at 6.50% (monthly payments of $1,625.00). Class 1C - Secured Claim of Chrysler Capital are impaired. Paid in full and amortized over 5 years at 6.50% (monthly payments of $244.00). The Debtor believes it will have adequate cash flow to make all required Plan payments from operational revenue. The Debtor believes that it is extremely speculative to forecast, with any degree of specificity, the cash flow figures beyond one (1) year, let alone five (5) years. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y3purlq5 from PacerMonitor.com at no charge. About F4 Ventures-Cinnaholic F4 Ventures-Cinnaholic, LLC, operates three bakeries each of which is a Cinnaholic franchise. The bakeries are located in Richardson, South Lake and Dallas. On Aug. 20, 2018, F4 Ventures-Cinnaholic sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 18-41837). Demarco-Mitchell, PLLC, led by name partner Robert T. DeMarco, serves as counsel to the Debtor. No trustee or examiner has been appointed, and no official committee of creditors has yet been established. FIRST NBC: Lead Plaintiffs Object to Disclosure Statement --------------------------------------------------------- Lead Plaintiffs, Oakland County Employees’ Retirement System and Voluntary Employees' Benefit Association, Plymouth County Retirement System, and Central Laborers' Pension Fund ("Lead Plaintiffs") object to the Amended Disclosure Statement explaining the Chapter 11 Plan filed by First NBC Bank Holding Company. The Lead Plaintiffs complain that the Disclosure Statement falls short in providing adequate information by which hypothetical investors/creditors would be able to make an informed judgment on whether to vote for or against confirmation of the Plan in this case. The Lead Plaintiffs point out that the Disclosure Statement appears to describe a Plan which is an attempt to expropriate the claims, rights, and interests of the Lead Plaintiffs (and potentially other third parties) against former officers and directors of the Debtor and other non-debtors and against the applicable D&O Policies without any semblance of due process regarding same. According to the Lead Plaintiffs, because Debtor does not possess standing to bring direct claims under the federal securities laws, the definitions above should be amended to exclude the direct and not derivative claims and rights of the Lead Plaintiffs, the Class, and other third parties and to thereby preserve and protect the rights and claims of third parties which are not assets of the Debtor’s bankruptcy estate. The Lead Plaintiffs further complain that although the "Preservation of Causes of Action" included in the Disclosure Statement reflects a clear intention to expropriate the Securities Class Action, the Disclosure Statement completely fails to provide adequate information and disclosure regarding likely litigation and the risks posed to creditors in connection with that litigation. Lead Counsel for the Lead Plaintiffs in the Securities Class Action: Christopher Caplinger, Esq. Joseph P. Briggett, Esq. 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 Email: ccaplinger@lawla.com jbriggett@lawla.com -- and -- Jeffrey W. Golan, Esq. Robert A. Hoffman, Esq. Jeffrey B. Gittleman, Esq. BARRACK, RODOS & BACINE 3300 Two Commerce Square 2001 Market Street Philadelphia, PA 19103 Telephone: (215) 963-0600 Facsimile: (215) 963-0838 About First NBC Bank Holding Company First NBC Bank Holding Company -- http://www.firstnbcbank.com/-- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The case is assigned to Judge Elizabeth W. Magner. Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy counsel. Phelps Dunbar, LLP serves as local counsel, and PricewaterhouseCoopers LLP serves as accountant. On May 18, 2017, the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors. Jeffrey D. Sternklar LLC is the committee's legal counsel while Stewart Robbins & Brown, LLC, is its legal counsel. FIRST NBC: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------- Dave W. Asbach, Acting United States Trustee for Region 5, objects to the adequacy of the Amended Disclosure Statement explaining the Chapter 11 Plan filed by First NBC Bank Holding Company. The U.S. Trustee complains that the Amended Joint Plan may contain provisions that are patently unconfirmable. The U.S. Trustee points out that the Amended Disclosure Statement does not provide adequate information about the Litigation and Distribution Trust and the compensation of the Trustee. The U.S. Trustee further complains that the Amended Disclosure Statement does not disclose the approximate amount of administrative and priority claims to be paid on the Plan Distribution Date. About First NBC Bank Holding Company First NBC Bank Holding Company -- http://www.firstnbcbank.com/-- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The case is assigned to Judge Elizabeth W. Magner. Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy counsel. Phelps Dunbar, LLP serves as local counsel, and PricewaterhouseCoopers LLP serves as accountant. On May 18, 2017, the U.S. Trustee for Region 5 appointed an official committee of unsecured creditors. Jeffrey D. Sternklar LLC is the committee's legal counsel while Stewart Robbins & Brown, LLC, is its legal counsel. FMTB BH: Exclusive Plan Filing Period Extended Until Aug. 16 ------------------------------------------------------------ Judge Carla Craig of the U.S. Bankruptcy Court for the Eastern District of New York extended the periods during which FMTB BH LLC has the exclusive right to file a plan of reorganization through Aug. 16 and to solicit acceptances of the plan through Oct. 17. About FMTB BH LLC FMTB BH LLC is a company currently under contract to purchase five separate real properties located at 1821 Topping Avenue, Bronx New York, which is owned by 1821 Topping Avenue LLC; 1974 Morris Avenue, Bronx, New York, which is owned by 1974 Morris Avenue LLC; 1988 Morris Avenue, Bronx, New York, which is owned by 1988 Morris Avenue LLC; 770 Beck Street, Bronx, New York, which is owned by 700 Beck Street LLC; and 1143 Forest Avenue, Bronx, New York, which is owned by 1143 Forest Avenue LLC. The five properties have a combined purchase price of $3.10 million. The Debtor's filing was precipitated by its need to close on the contracts of sale for the properties or risk losing its $845,000 deposit, in addition to paying back its creditors, which it cannot do without closing on the properties. FMTB BH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42228) on April 23, 2018. In the petition signed by Martin Ehrenfeld, managing member, the Debtor disclosed $3.94 million in assets and $1.23 million in liabilities. Judge Carla E. Craig presides over the case. The Debtor tapped Robinson Brog Leinwand Greene Genovese & Gluck P.C. as its legal counsel. FREESTONE RESOURCES: Incurs $369,000 Net Loss for March 31 Quarter ------------------------------------------------------------------ Freestone Resources, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $368,510 on $218,737 of total revenue for the three months ended March 31, 2019, compared to a net loss of $320,957 on $258,907 of total revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $1,851,986, total liabilities of $4,505,575, and $2,653,589 in total deficit. Chief Executive Officer Michael McGhan said, "There is substantial doubt regarding the Company's ability to continue as a going concern as we have not generated sufficient cash flows to fund our business operations and loan commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders." A copy of the Form 10-Q is available at: https://is.gd/VMYiqz Freestone Resources, Inc. -- http://www.freestoneresrouces.com/-- is an oil and gas technology development company. The Company is located in Dallas, Texas and is incorporated under the laws of the State of Nevada. The Company's subsidiaries consist of C.C. Crawford Retreading Company, Inc., Freestone Technologies, LLC and Freestone Dynamis Energy Products, LLC. Freestone Dynamis Energy Products, LLC is a joint venture between Dynamis Energy, LLC and the Company. FDEP was established to pursue the production and marketing of Petrozene. FDEP's initial operations will utilize a specialized pyrolysis technology in order to process CTR's feedstock, and begin large scale production of Petrozene. Freestone owns 70% of FDEP. The Company's primary business is the development of new technologies that allow for the utilization of oil and gas resources in an environmentally responsible and cost effective way. GAS-MART USA: Trustee to Recover $73K from Wells Fargo ------------------------------------------------------ The adversary proceeding captioned RICHARD S. LAUTER, NOT INDIVIDUALLY BUT SOLELY AS THE CREDITOR TRUSTEE OF GAS-MART USA., INC. CREDITOR TRUST, Plaintiff, v. WELLS FARGO BANK, N.A., Defendant, Adversary No. 17-4072 (Bankr. W.D. Mo.) comes before the Court on the Complaint filed by Plaintiff Richard S. Lauter, not individually but solely as the Creditor Trustee of Gas-Mart, Inc. Creditor Trust against defendant Wells Fargo Bank, N.A. Plaintiff asserts that certain payments to Wells Fargo should be avoided as preferential transfers under 11 U.S.C. section 547(b) and Wells Fargo contends that payments it received were a contemporaneous exchange for new value in accordance with section 547(c)(1). Upon analysis, Bankruptcy Judge Dennis R. Dow overruled in part and granted in part the Plaintiff's complaint to Avoid Preferential Transfer. The payments received by Wells Fargo which Plaintiff seeks to recover as preferential and the releases of liens and claims made by Wells Fargo all occurred simultaneously with the closing of the Travel Center Sale or, in the case of the $100,000 payment, within 24 hours prior. This is unquestionably actually substantially contemporaneous. As to the requirement that the parties intended the exchanges to be substantially contemporaneous, there is similarly little doubt. All of these payments and releases were negotiated as part of one deal that closed on April 30. Plaintiff contends that the evidence does not establish that the $100,000 payment made the day before closing was intended to be in exchange for the other releases and was simply demanded as a precondition to further negotiations and to cover certain fees and expenses. The evidence, however, establishes that it was essentially an advance payment on a deal already struck. The fact that it did not come from the sale proceeds is not relevant. Plaintiff argues that that portion of the value component of Defendant's claim release attributable to the two-year restructuring is not actually contemporaneous or not intended to be, as the note establishing that two-year repayment period for the payable existing between Gas-Mart and Phillips 66 at that time was executed 60 days later. It was, however, just the documentary embodiment of a deal made earlier. Overall, given the lien and claims releases, Defendant Wells Fargo gave value of approximately $1.9 million. Even if some downward adjustment to either component is warranted, it is still reasonable to conclude that the value provided covered the payments made to Defendant Wells Fargo and protects it from avoidance as a preference under the exception for contemporaneous exchanges. The Court has reached the conclusion that Wells Fargo has (except with respect to certain transfers made before the sale closing in the amount of $73,490.67) met its burden of establishing that payments it received were a contemporaneous exchange for new value in accordance with section 547(c)(1). The Plaintiff's Complaint to Avoid Preferential Transfer is overruled in part and granted in part. The Court enters Judgment in favor of Plaintiff in the amount of $73,490.67; and enters judgment against Wells Fargo for that amount and sustain Plaintiff's objection to its claim until that sum is paid pursuant to section 502(d). The Court also enters Judgment in favor of Defendant as to the remainder amount of $1.3 million. A copy of the Court's Memorandum Opinion dated March 7, 2019 is available at https://bit.ly/2XPmIxC from Leagle.com. Richard S. Lauter, not individually but solely as Creditor Trustee of the Gas-Mart USA, Inc. Creditor Trust, Plaintiff, represented by Devon J. Eggert -- deggert@freeborn.com -- Freeborn & Peters, LLP & Elizabeth L. Janczak -- ejanczak@freeborn.com -- Freeborn & Peters, LLP. Wells Fargo Bank, National Association, Defendant, represented by David T. Powell -- dpowell@lathropgage.com -- Lathrop Gage LLP, Ryan E. Shaw -- ryan.shaw@kutakrock.com -- Kutak Rock, LLP & Stephen B. Sutton , Lathrop & Gage. About Gas-Mart USA Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company, and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri, on July 2, 2015. Gas-Mart estimated $10 million to $50 million in assets and debt. Gas-Mart and Aving-Rice own and operate gasoline station/conveniences stores ("C-Stores"). With locations in Iowa, Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice operate 22 and 20 stores, respectively, as of the Petition Date. G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice locations as well as certain ConocoPhillips locations in the greater Kansas City Area. Fran is a fuel hauling business located in and serving Kansas City. On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11 was entered for the debtor Fuel Services Mart, Inc. ("FSM"). FSM sought and obtained an order directing that certain Orders in In re Gas-Mart USA., et al., be made applicable to FSM. Judge Arthur B. Federman presides over the Chapter 11 cases. The Debtors tapped Stinson Leonard Street LLP as attorneys; Polsinelli PC as special counsel; Brown & Ruprecht, PC as Conflicts counsel; and Frank Wendt as special conflicts counsel. Daniel Casamatta, acting U.S. trustee, appointed seven creditors to serve on Gas-Mart's official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP, in Chicago, Illinois. The Committee taps MarksNelson LLC as expert witness. GI DYNAMICS: Needs More Capital to Continue as Going Concern ------------------------------------------------------------ GI Dynamics, Inc., filed its quarterly report on Form 10-Q/A, disclosing a net loss of $2,331,000 on $0 of revenue for the three months ended March 31, 2019, compared to a net loss of $1,808,000 on $0 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $1,932,000, total liabilities of $7,649,000, and $5,717,000 in total stockholders' deficit. The Company has no guaranteed source of capital that will sustain operations beyond August 2019. There can be no assurance that other potential financing opportunities will be available on acceptable terms, if at all. As such, if access to capital is not achieved to satisfy cash needs in the near term, the Company's business, financial condition and results of operations will be materially harmed or the Company may be required to cease operations. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued. A copy of the Form 10-Q/A is available at: https://is.gd/cOBsPe GI Dynamics, Inc., a medical device company, engages in the development, manufacture, and marketing of medical devices for non-surgical approaches to treat type 2 diabetes and obesity. The company offers EndoBarrier, a medical device for the treatment of patients with type 2 diabetes and obesity. It serves health care providers and third-party distributors. The company sells its products primarily in Europe, the Middle East, the Asia Pacific, and South America. GI Dynamics, Inc. was founded in 2003 and is headquartered in Boston, Massachusetts. HAMILTONS 549: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: Hamiltons 549 LLC 229 West 138th Street New York, NY 10030 Business Description: Hamiltons 549 LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple a property located at 549 West 152nd Street New York, New York 10031 having an appraised value of $3 million. Chapter 11 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-11995 Judge: Hon. Shelley C. Chapman Debtor's Counsel: Joel Shafferman, Esq. SHAFFERMAN & FELDMAN, LLP 137 Fifth Avenue, 9th Floor New York, NY 10010 Tel: (212) 509-1802 Fax: 212 509-1831 E-mail: joel@shafeldlaw.com Total Assets: $3,000,000 Total Liabilities: $1,525,055 The petition was signed by Hermia Nelson, member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-11995.pdf HECLA MINING: S&P Cuts Issuer Credit Rating to 'B-'; Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on silver and gold producer Hecla Mining Co. to 'B-' from 'B+', and its issue-level ratings on the company's $500 million senior notes, due in May 2021, to 'B-' from 'B+'. S&P also revised Hecla's liquidity assessment to less than adequate, from adequate, reflecting increased refinancing risk as its debt maturities approach and the company generates less cash flow than the rating agency had expected. The downgrade reflects S&P's expectation of adjusted debt leverage of about 5x at the end of 2019 (revised from its previous expectation closer to 2.5x) along with diminished profitability as a result of rising costs. As the company scales back on developing its Nevada operation, S&P anticipates modest improvements in credit measures. However, the transition to a smaller asset base increases refinancing risk of the company's senior notes, which become current in May 2020. The negative outlook reflects S&P's view that although it expects Hecla's leverage could fall slightly below 5x over the next 12 months, refinancing risks will increase as the May 2021 maturity date for the $500 million of senior notes approaches. "We could lower the rating on Hecla, potentially to 'CCC', if the company does not refinance its senior notes over the next six months. In our view, this would heighten the risk that the maturity of all of the company's debt is accelerated to November 2020," S&P said. "We could revise the outlook to stable if the company successfully refinances a significant share of its $500 million of notes, mitigating near term refinancing risk, and if debt to EBITDA improved to about 5x. The latter could occur if gold prices increased to $1,325 per ounce compared to our $1,250 assumption, or if cash costs reduced to $850 per ounce compared to our $950 per ounce assumption," S&P said. HOVNANIAN ENTERPRISES: Beachwold Owns 1.7% of Class A Shares ------------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of Class A common stock of Hovnanian Enterprises Inc. as of June 6, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ -------- Beachwold Partners, L.P. 92,000 1.73% Tarragon Corporation 10,119 0.19% Lucy N. Friedman IRA 18,100 0.34% Lucy N. Friedman 78,000 1.46% Gideon Z. Friedman 2,000 0.03% William S. Friedman 90,000 1.69% Samuel N. Friedman 27,000 0.50% Tanya Friedman 7,000 0.13% A full-text copy of the regulatory filing is available for free at: https://is.gd/RBj6mt About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. Hovnanian Enterprises reported net income of $4.52 million for the year ended Oct. 31, 2018, compared to a net loss of $332.2 million for the year ended Oct. 31, 2017. As of April 30, 2019, Hovnanian had $1.75 billion in total assets, $2.23 billion in total liabilities, and a total deficit of $484.47 million. * * * In July 2018, S&P Global Ratings raised its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises to 'CCC+' from 'CC'. The rating outlook is negative. S&P said "The upgrade of Hovnanian reflects the conclusion of the proposed exchange offering for any and all of its $440 million 10% senior secured notes and $400 million 10.5% senior secured notes." In August 2018, Moody's Investors Service affirmed Hovnanian Enterprises' ratings, including its 'Caa1' Corporate Family Rating. Moody's said the rating action reflects Moody's view that the controversy surrounding the company's financing with interest payment restrictions and related derivatives market considerations appears to have been resolved and risks of potential near-term default events have somewhat subsided. In January 2019, Fitch Ratings affirmed the ratings of Hovnanian Enterprises, including the company's Issuer Default Rating, at 'CCC'. Fitch said HOV's rating is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. INNOVATIVE MATTRESS: Wyatt Tarrant Represents 5 Landlords --------------------------------------------------------- John P. Brice, Mary L. Fullington, and Robert S. Ryan, on behalf of Wyatt, Tarrant & Combs, LLP, disclosed pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure that the firm has been retained to represent multiple creditors in Innovative Mattress Solutions, LLC, et al.'s Chapter 11 proceeding: 1. Forest View Apartments, LLC P.O. Box 55218 Lexington, KY 40555 2. 7155 Aurora Road, LLC 1349 South Rochester Road, Suite 200 Rochester Hills, MI 48307 3. Withers Interests No. 1, LLC c/o Lesli Lawrence 2335 Sterlington Road, Suite 100, Lexington, KY 40517, In a supplemental declaration, the firm disclosed that it also represents: 4. Black Swan Investors, LLC 250 West Main Street, Suite 3000, Lexington, KY 40507, 5. Community Trust and Investment Company as Trustee of Ross Trust No. 1 100 East Vine Street, Suite 501 Lexington, KY 40507 Forest View Apartments is the landlord under an unexpired lease of non-residential real property located at 1056 Wellington Way, Lexington, Kentucky 40513. 7155 Aurora Road is the landlord under an unexpired lease of non-residential real property located at 7165 North Aurora Road, Unit D-2, Aurora, Ohio 44202. Withers Interests is the landlord under an unexpired lease of non-residential real property located at 1925 Morse Road, Columbus, Ohio 43224. Black Swan Investors is the landlord under an unexpired lease of non-residential real property located at 539 West New Circle Road, Lexington, Kentucky 40511. Community Trust is the landlord under an unexpired lease of non-residential real property located at 7619 Shelbyville Road, Louisville, Kentucky 40222. John P. Brice of the Lexington office of Wyatt Tarrant is primarily responsible for the firm's representation of Forest View, 7155 Aurora, and Black Swan. Mary L. Fullington and Robert S. Ryan of the Lexington office of the firm are primarily responsible for the firm's representation of Withers Interests. Mary L. Fullington is primarily responsible for the firm's representation of Community Trust. Counsel can be reached at: John P. Brice Mary L. Fullington Robert S. Ryan WYATT, TARRANT & COMBS, LLP 250 West Main Street, Suite 1600 Lexington, KY 40507-1746 Telephone: (859) 233-2012 Facsimile: (859) 259-0649 E-mail: jbrice@wyattfirm.com mfullington@wyattfirm.com rryan@wyattfirm.com About Innovative Mattress Solutions Innovative Mattress Solutions, LLC, operates 142 specialty sleep retail locations primarily in the southeastern U.S. under the names Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers sleep outfitters, complete beds, electric adjustable beds, bed bug protectors, sheets and pillows. Innovative Mattress Solutions was founded in 1983 and is based in Lexington, Kentucky. Innovative Mattress Solutions, LLC, and 10 affiliates sought Chapter 11 protection (Bankr. E.D. Ky. Lead Case No. 19-50042) on Jan. 11, 2019. The Hon. Gregory R. Schaaf is the case judge. Innovative Mattress estimated assets of $10 million to $50 million and liabilities of the same range. The Debtors tapped Delcotto Law Group PLLC as counsel; Jackson Kelly PLLC, and Morris Nichols Arsht & Tunnell LLP, as special counsel; Brown, Edwards & Company, L.L.P., as accountant; and Conway Mackenzie, Inc. as financial advisor. The Office of the U.S. Trustee on Jan. 23, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The committee retained Bingham Greenebaum Doll LLP, as counsel; Kelley Drye & Warren LLP, as co-counsel; and Province, Inc., as financial advisor. INSYS THERAPEUTICS: 4 Firms Represent Class Claimants ----------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Stevens & Lee, P.C., Keller Lenkner LLC, Morgan & Morgan and Consovoy McCarthy PLLC provided notice that they are representing these class claimants in the Chapter 11 cases of Insys Therapeutics, Inc., et al.: * Ronald D. Stracener * F. Kirk Hopkins * Jordan Chu * Amel Eiland * Nadja Streiter * Michael Konig * Eli Medina * Barbara Rivers * Marketing Services of Indiana, Inc. * Glenn Golden * Gretta Golden * Michael Christy * Edward Grace * Debra Dawsey * Darcy Sherman * Kimberly Brand * Lou Sardella * Michael Klodzinski * Kevin Wilk * Heather Enders * Jason Reynolds * MSI Corporation * Deborah Green-Kuchta * W. Andrew Fox * Dora Lawrence * Michael Lopez * Zachary R. Schneider Plaintiff Ronald D. Stracener seeks to hold Insys accountable for the economic harm it has imposed on Alabama purchasers of private health insurance, in the action Stracener v. Purdue Pharma, L.P., et. al., No. 19-cv-86 (S.D. Ala.). Plaintiff F. Kirk Hopkins seeks to hold Insys accountable for the economic harm it has imposed on Arizona purchasers of private health insurance, in the action Hopkins v. Purdue Pharma, L.P., et. al., No. 18-cv-2646 (D. Ariz.). Plaintiff Jordan Chu seeks to hold Insys accountable for the economic harm it has imposed on California purchasers of private health insurance, in the action Chu v. Purdue Pharma, L.P., et. al., No. 18-cv-2576 (N.D. Cal.). Plaintiff Amel Eiland seeks to hold Insys accountable for the economic harm it has imposed on Colorado purchasers of private health insurance, in the action Eiland v. Purdue Pharma, L.P., et. al., No. 18-cv-46283 (D. Colo.). Plaintiff Nadja Streiter seeks to hold Insys accountable for the economic harm it has imposed on Connecticut purchasers of private health insurance, in the action Streiter v. Purdue Pharma, L.P., et. al., No. 18-cv-1425 (D. Conn.). Plaintiff Michael Konig seeks to hold Insys accountable for the economic harm it has imposed on Florida purchasers of private health insurance, in the action Konig v. Purdue Pharma, L.P., et. al., No. 18-cv-61960 (S.D. Fla.). Plaintiff Eli Medina seeks to hold Insys accountable for the economic harm it has imposed on Idaho purchasers of private health insurance, in the action Medina v. Purdue Pharma, L.P., et. al., No. 18-cv-369 (D. Idaho). Plaintiff Barbara Rivers seeks to hold Insys accountable for the economic harm it has imposed on Illinois purchasers of private health insurance, in the action Rivers v. Purdue Pharma, L.P., et. al., No. 18-cv-3116 (N.D. Ill.). Plaintiff Marketing Services of Indiana, Inc. seeks to hold Insys accountable for the economic harm it has imposed on Indiana purchasers of private health insurance, in the action Marketing Services of Indiana, Inc. v. Purdue Pharma, L.P., et. al., No. 18-cv-2778 (S.D. Ind.). Plaintiffs Glenn Golden, Gretta Golden and Michael Christy seek to hold Insys accountable for the economic harm it has imposed on Louisiana purchasers of private health insurance, in the action Golden et. al. v. Purdue Pharma, L.P., et. al., No. 19-cv-1048 (E.D. La.). Plaintiff Edward Grace seeks to hold Insys accountable for the economic harm it has imposed on Massachusetts purchasers of private health insurance, in the action Grace v. Purdue Pharma, L.P., et. al., No. 18-cv-10857 (D. Mass.). Plaintiff Deborah Dawsey seeks to hold Insys accountable for the economic harm it has imposed on Michigan purchasers of private health insurance, in the action Dawsey v. Purdue Pharma, L.P., et. al., No. 19-cv-94 (W.D. Mich.). Plaintiff Darcy Sherman seeks to hold Insys accountable for the economic harm it has imposed on Minnesota purchasers of private health insurance, in the action Sherman v. Purdue Pharma, L.P., et. al., No. 18-cv-3335 (D. Minn.). Plaintiff Kimberly Brand seeks to hold Insys accountable for the economic harm it has imposed on Missouri purchasers of private health insurance, in the action Brand v. Purdue Pharma, L.P., et. al., No. 18-cv-653 (W.D. Mo.). Plaintiff Lou Sardella seeks to hold Insys accountable for the economic harm it has imposed on New Jersey purchasers of private health insurance, in the action Sardella v. Purdue Pharma, L.P., et. al., No. 18-cv-8706 (D.N.J.). Plaintiff Michael Klodzinski seeks to hold Insys accountable for the economic harm it has imposed on New York purchasers of private health insurance, in the action Klodzinski v. Purdue Pharma, L.P., et. al., No. 18-cv-3927 (S.D.N.Y.). Plaintiff Kevin Wilk seeks to hold Insys accountable for the economic harm it has imposed on North Carolina purchasers of private health insurance, in the action Wilk v. Purdue Pharma, L.P., et. al., No. 18-cv-181 (E.D.N.C.). Plaintiff Heather Enders seeks to hold Insys accountable for the economic harm it has imposed on Ohio purchasers of private health insurance, in the action Enders v. Purdue Pharma, L.P., et. al., No. 19-cv-448 (S.D. Ohio). Plaintiff Jason Reynolds seeks to hold Insys accountable for the economic harm it has imposed on Oregon purchasers of private health insurance, in the action Reynolds v. Purdue Pharma, L.P., et. al., No. 18-cv-1911 (D. Or.). Plaintiff MSI Corporation seeks to hold Insys accountable for the economic harm it has imposed on Pennsylvania purchasers of private health insurance, in the action MSI Corp. v. Purdue Pharma, L.P., et. al., No. 18-cv-1109 (W.D. Pa.). Plaintiff Deborah Green-Kuchta seeks to hold Insys accountable for the economic harm it has imposed on South Dakota purchasers of private health insurance, in the action Green-Kuchta v. Purdue Pharma, L.P., et. al., No. 18-cv-4132 (D.S.D.). Plaintiff W. Andrew Fox seeks to hold Insys accountable for the economic harm it has imposed on Tennessee purchasers of private health insurance, in the action Fox v. Purdue Pharma, L.P., et. al., No. 18-cv-194 (E.D. Tenn.). Plaintiff Dora Lawrence seeks to hold Insys accountable for the economic harm it has imposed on Texas purchasers of private health insurance, in the action Lawrence v. Purdue Pharma, L.P., et. al., No. 18-cv-2889 (S.D. Tex.). Plaintiff Michael Lopez seeks to hold Insys accountable for the economic harm it has imposed on Utah purchasers of private health insurance, in the action Lopez v. Purdue Pharma, L.P., et. al., No. 18-cv-719 (D. Utah). Plaintiff Zachary R. Schneider seeks to hold Insys accountable for the economic harm it has imposed on Wisconsin purchasers of private health insurance, in the action Schneider v. Purdue Pharma, L.P., et. al., No. 19-cv-611 (E.D. Wis.) currently stayed in connection with the MDL. None of these plaintiffs has any "disclosable economic interest" other than as disclosed in the preceding paragraphs. The Firms can be reached at: STEVENS & LEE, P.C. Joseph H. Huston, Jr., Esq. 919 North Market Street, Suite 1300 Wilmington, DE 19801 T: 302.425.3310 F: 610.371.7972 E-mail: jhh@stevenslee.com - and - STEVENS & LEE, P.C. Nicholas F. Kajon, Esq. E-mail: nfk@stevenslee.com Constantine D. Pourakis, Esq. E-mail: cp@stevenslee.com 485 Madison Avenue, 20th Floor New York, NY 10022 Telephone: (212) 319-8500 Fax: (212) 319-8505 - and - KELLER LENKER LLC Ashley Keller, Esq. E-mail: ack@kellerlenkner.com Seth Meyer, Esq. E-mail: sam@kellerlenkner.com 150 North Riverside Plaza, Suite 4270 Chicago, IL 60606 Telephone: (312) 741-5220 - and - KELLER LENKER LLC U. Seth Ottensoser, Esq. E-mail: so@kellerlenkner.com 477 Madison Avenue, Suite 621 New York, NY 10022 Telephone: (516) 782-3817 - and - MORGAN & MORGAN Juan R. Martinez, Esq. E-mail: juanmartinez@forthepeople.com 201 North Franklin Street, 7th Floor Tampa, FL 33602 Telephone: (813) 393-5463 Fax: (813) 393-5489 - and - MORGAN & MORGAN James Young, Esq. E-mail: jyoung@forthepeople.com 76 South Laura Street, Suite 1100 Jacksonville, FL 32202 Telephone: (904) 361-0012 Fax: (904) 361-4307 - and - CONSOVOY MCCARTHY PLLC William S. Consovoy, Esq. E-mail: will@consovoymccarthy.com J. Michael Connolly, Esq. E-mail: mike@consovoymccarthy.com 1600 Wilson Boulevard, Suite 700 Arlington, VA 22201 Telephone: (703) 243-9423 Fax: (571) 216-9450 About INSYS Therapeutics Headquartered in Chandler, Arizona, INSYS Therapeutics -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, INSYS is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. INSYS is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). INSYS intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. Weil, Gotshal & Manges LLP is serving as legal counsel to INSYS, Lazard Freres & Co. LLC is serving as investment banker, and FTI Consulting, Inc. is serving as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. IRIDIUM COMMUNICATIONS: Egan-Jones Lowers Sr. Unsec. Ratings to B+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 6, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Iridium Communications Inc. to B+ from BB-. Iridium Communications Inc. is a publicly traded American company headquartered in McLean, Virginia. Iridium operates the Iridium satellite constellation, a system of 141 active satellites used for worldwide voice and data communication from hand-held satellite phones and other transceiver units. ISLAND VIEW: Trustee Suit vs Prudential Remanded to State Court --------------------------------------------------------------- Bankruptcy Judge Eric L. Frank remands the adversary proceeding captioned KEVIN O'HALLORAN, in his capacity as Chapter 11 Trustee for ISLAND VIEW CROSSING II, L.P., et al., Plaintiffs, v. PRUDENTIAL SAVINGS BANK, Defendant, Adv. No. 17-202 (Bankr. E.D. Pa.) to the state court. This adversary proceeding was commenced by the filing of a Notice of Removal by Prudential Savings Bank. Through the Notice, Prudential removed to this court an action pending in the Court of Common Pleas, Philadelphia County ("the C.P. Court"). The removed action consists primarily of "lender liability" claims asserted by Island View Crossing II, L.P., the debtor in this chapter 11 case, but also includes certain claims against Prudential asserted by two non-debtors, Renato J. Gualtieri and Francesco Gualtieri and Prudential's counterclaims against those non-debtors. The underlying litigation arises out of the pre-bankruptcy breakdown in the lender-borrower relationship between Prudential and the Debtor, an entity involved in real estate development. The parties' respective positions are conventional: Prudential asserts that the Debtor breached its repayment obligation as well as other duties under the loan documents, while the Debtor asserts that Prudential breached the implied duty of good faith or other contractual obligations, giving rise to "lender liability" claims. A plethora of claims, cross-claims, and counter-claims have been brought to this court through the removal of the Lender Liability Lawsuit (which was consolidated with the Lava Litigation, another state court, pre-bankruptcy matter). The Court concludes that the bankruptcy court lacks jurisdiction over all the non-debtor claims asserted against other non-debtors. Because Prudential and the Trustee have failed to make a colorable argument that the non-debtor state cross-claims and counterclaims in the Lender Liability Lawsuit and the Lava Lawsuit have a plausible effect on the bankruptcy case, the Court finds that there is no "related to" jurisdiction and these matters must be remanded to the state court. Cross-claims by and against the Debtor in the Lava Lawsuit are duplicative of litigation pending here and is therefore dismissed. The Court also declines to grant the additional stay and injunctive relief sought by the Trustee and Prudential. A copy of the Court's Memorandum dated March 7, 2019 is available at https://bit.ly/2ZvRmwb from Leagle.com. KEVIN O'HALLORAN, in his capacity as Chapter 11 Trustee for ISLAND VIEW CROSSING II, L.P., Plaintiff, represented by Michael J. CORDONE, Stradley Ronon Stavens and Young, LLP, STEVEN M. COREN -- scoren@kcr-law.com -- Kaufman, Coren & Ress, P.C., KATHERINE L. PERKINS -- kperkins@kcr-law.com -- Kaufman, Coren And Ress, P.C. & MATTHEW R. WILLIAMS , Kaufman, Coren & Ress, P.C.. Renato Gualtieri, Plaintiff, represented by MICHAEL J. CORDONE , Stradley Ronon Stavens and Young, LLP. Prudential Savings Bank, Defendant, represented by EDMOND M. GEORGE, Obermayer Rebmann Maxwell & Hippel, LLP & MICHAEL D. VAGNONI, Obermayer Rebmann Maxwell & Hippel LLP. Kevin O'Halloran, Trustee, represented by ARIS J. KARALIS, Karalis PC, KATHERINE L. PERKINS, Kaufman, Coren And Ress, P.C. & ROBERT W. SEITZER, Karalis PC. About Island View Crossing II Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple Run, LP filed their respective Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively) on June 30, 2017. Island View, Calnshire Estates, and Steeple Run, are affiliates of One State Street Associates which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. The Debtors' individual cases have not been ordered to be jointly administered or consolidated and thus, each Debtor has its own separate bankruptcy estate. The Hon. Eric L. Frank presides over these cases. The petitions were signed by Renato J. Gualtieri, president of the Debtors' corporate general partner. At the time of the filing, the Debtors estimated their assets and debts at $1 million to $10 million, except for Calnshire Estates, which estimated its assets to be between $10 million to $50 million. David B. Smith, Esq., at Smith Kane Holman, LLC, serves as the Debtors' bankruptcy counsel. They hired Stradley Ronon Stevens & Young, LLP, as special litigation counsel. On Jan. 30, 2018, the U.S. Trustee for Region 3 appointed Kevin O'Hallaron as the Chapter 11 trustee in the case of Island View Crossing II, L.P. The Trustee hired Karalis PC, as bankruptcy counsel, and Newbridge Management LLC as financial advisor. JPM REALTY: Exclusivity Period Extended Until June 27 ----------------------------------------------------- Judge Robert Opel, II of the U.S. Bankruptcy Court for the Middle District of Pennsylvania extended the period during which JPM Realty, Inc. has the exclusive right to propose a Chapter 11 plan to June 27. The bankruptcy judge also moved the deadline for the company to file a bankruptcy plan to Aug. 26. About JPM Realty Inc. JPM Realty, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Robert N. Opel II presides over the case. The Debtor tapped C. Stephen Gurdin Jr., Esq., as its legal counsel. KAISER GYPSUM: First State Insurance Objects to Plan Disclosures ---------------------------------------------------------------- First State Insurance Company and New England Reinsurance Corporation filed a Supplemental Memorandum in objection to approval of the Disclosure Statement explaining the third amended plan of reorganization filed by Kaiser Gypsum Company, Inc. and Hanson Permanente Cement, Inc., Lehigh Hanson, the Asbestos Personal Injury Committee and the Future Claimants' Representative. According to the Creditors, the Joint Plan would take away the First State Companies' protections, i.e., their right to recoup monies from Truck, in the event Trust settled with Truck and then argued successfully (and improperly, in the First State Companies' view) that the Trust's settlement with Truck means there is no underlying insurance collectible under the First State Companies’ policies. The Creditors point out while the Joint Plan states that such a settlement is subject to court approval, nothing therein requires that the Court grant parties who have an interest in a policy issued by a Settling Asbestos Insurer adequate protection for their interest that is extinguished under the Joint Plan. The Creditors further point out even if that judgment-reduction mechanism provided adequate protection with respect to the excess insurers' rights to reimbursement from Truck with respect to amounts paid to asbestos claimants for asbestos claims (and with respect to the contribution claims of one excess insurer against another excess insurer), it provides no adequate protection with respect to the excess insurers’ right to reimbursement from Truck for defense obligations. The Creditors complain that the Debtors suggest that the First State Companies are adequately protected because any post-confirmation insurance settlement will likely be a global settlement -- i.e., will have the consent of all the Debtors' insurers, but if that is the case, then there is no reason for the section 524(g) injunction in the Joint Plan to enjoin the claims of one insurer vis-a-vis another insurer. The Creditors assert that the Debtors cannot offer any reason why the Joint Plan should not provide now that if the Trust settles with an insurer post-effective date, any insurer with an interest in the policies settled will receive a lien in the proceeds of such policies -- i.e., the right to assert against the Trust the claims the non-settling insurers would, but for the injunction, be able to assert against the settling insurer. Counsel to First State Insurance Company and New England Reinsurance Corporation: Craig Goldblatt, Esq. Nancy L. Manzer, Esq. Isley M. Gostin, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 1875 Pennsylvania Avenue, N.W. Washington, D.C. 20006 Tel: (202) 633-6000 -- and -- James P. Ruggeri, Esq. Katherine M. Hance, Esq. SHIPMAN AND GOODWIN LLC 1875 K Street NW, Suite 600 Washington, DC 20006 Tel: (202) 469-7750 -- and -- Christine L. Myatt, Esq. NEXSEN PRUET, PLLC 701 Green Valley Road, Suite 100 Post Office Box 3463 Greensboro, NC 27402 Tel: (336) 373-1600 Email: cmyatt@nexsenpruet.com About Kaiser Gypsum Kaiser Gypsum Company, Inc., and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on Sept. 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. The companies are represented by Rayburn Cooper & Durham P.A. and Jones Day. Cook Law Firm, P.C. and K&L Gates LLP serve as special insurance counsel; NERA Economic Consulting as consultant; Miller Nash Graham & Dunn LLP as special environmental and insurance counsel; and PricewaterhouseCoopers LLP as financial advisors. At the time of the bankruptcy filing, Kaiser and Hanson estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Kaiser Gypsum Company, Inc. The Creditors Committee hired Blank Rome LLP as counsel, and Moon Wright & Houston, PLLC. An Official Committee of Asbestos Personal Injury Claimants retained Caplin & Drysdale, Chartered, as its counsel. Lawrence Fitzpatrick, the Future Claimants' Representative, tapped Ankura Consulting Group, LLC as his claims evaluation consultant; Young Conaway Stargatt & Taylor, LLP as attorney; and Hull & Chandler, P.A. as local counsel. KAOPU GROUP: Comprehensive Loss Casts Going Concern Doubt --------------------------------------------------------- Kaopu Group, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $82,663 on $1,031,142 of revenues for the three months ended March 31, 2019, compared to a net loss of $11,089 on $1,296,850 of revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $10,785,982, total liabilities of $10,389,777, and $396,205 in total stockholders' equity. Kaopu Group said, "The Company has suffered recurring losses from operations, has a substantial working capital deficiency and substantial accumulated deficits and comprehensive loss that raise substantial doubt about its ability to continue as a going concern. Management's plans to address these issues are to achieve and maintain profitability which depends on the growth of our market share, the acceptance of our services by our customers, the competitiveness of our death care management consultant services, and our ability to control our costs and expenses. Additionally, our controlling shareholders will continue to contribute capital if required as they did in 2018 and 2017. Our plans also include raising substantial capital from share purchase agreement from outside entities." A copy of the Form 10-Q is available at: https://is.gd/lVMpxV About Kaopu Group Kaopu Group, Inc., sells death care management consultant services through Longbau Hong Kong, its operating company in Hong Kong, to public consumers across Taiwan. In September 2014, Kaopu established another subsidiary in Taiwan, Longbau Taiwan, to provide death care consulting service and sell death care products across Taiwan. Longbau Taiwan is 100% owned by Longbau Hong Kong. Operating subsidiaries include Long Bao Life Technology Co., Ltd. and Ho-Cheng Insurance Brokers Co., Ltd. Long Bao Life provides "pre-need" and "at need" funeral services and sells funeral related products, such as urns, in Taiwan. Ho-Cheng Insurance, an insurance intermediary company, focuses on sales of life, property and casualty insurance products underwritten by insurance companies as well as insurance brokerage services. Ho-Cheng Insurance has been cooperating with many insurance companies operating in Taiwan to distribute a wide variety of insurance products to customers. LEAFBUYER TECHNOLOGIES: Has $1.7-Mil. Net Loss for Mar. 31 Quarter ------------------------------------------------------------------ Leafbuyer Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,710,143 on $489,320 of sales revenue for the three months ended March 31, 2019, compared to a net loss of $840,490 on $287,224 of sales revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $3,988,697, total liabilities of $2,625,641, and $1,363,056 in total equity. The Company said, "We had equity of approximately $1,363,056 and a working capital deficit of $1,742,544 as of March 31, 2019. We reported a net loss of $4,816,916 for the nine months ended March 31, 2019, and we anticipate further losses in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/p3d6ht Leafbuyer Technologies, Inc., through its subsidiary, LB Media Group, LLC, operates an online platform for cannabis deals and specials, and information that connects consumers with dispensaries. The Company is headquartered in Greenwood Village, Colorado. LEGACY PIZZA: Needs More Time to Finalize Chapter 11 Plan --------------------------------------------------------- Legacy Pizza Alabama, LLC and Legacy Pizza, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend by 75 days the period during which they have the exclusive right to file a Chapter 11 plan and obtain confirmation of the plan. The companies' bankruptcy plan has not yet been finalized partly because they are still in the process of negotiating a potential sale of substantially all of their assets and determining which leases to assume or reject, according to their attorney Will Geer, Esq., at Wiggam & Geer, LLC. "Debtors do not have final decisions and information regarding these lease matters or a final asset purchase agreement with regard to debtors' assets. Such information will directly impact distributions to creditors pursuant to debtors' anticipated plans of reorganization, and knowledge of the specific information is required in order to formulate the specifics of the plans of reorganization," Mr. Geer said. About Legacy Pizza Legacy Pizza, LLC, is a Georgia-based company that operates five Pizza Hut franchised locations along with its affiliate, Legacy Pizza Alabama, LLC, which operates 17 Pizza Hut franchised locations. Legacy Pizza and Legacy Pizza Alabama have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case Nos. 19-40195 and 19-40196, respectively) on Jan. 29, 2019. In the petitions signed by Kamran Kuran, managing member, Legacy Pizza estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities; and Legacy Alabama estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Debtor is represented by Will B. Geer, Esq. at Wiggam & Geer, LLC. LONESTAR II: S&P Assigns 'B+' Rating to Sr. Sec. Credit Facilities ------------------------------------------------------------------ S&P Global Ratings assigned its final 'B+' issue-level rating and '1' recovery rating to Lonestar II Generation Holdings LLC's $300 million of senior secured credit facilities. The '1' recovery rating indicates the rating agency's expectation for very high recovery of 90%-100% (rounded estimate: 95%) in the event of default. The senior secured credit facilities issued by the company on April 19, 2019, consisted of a $250 million term loan B, a $30 million term loan C (both due 2026), and a $20 million revolving credit facility (due 2024). The net proceeds from the issuance have been distributed to sponsors. S&P initially assigned the preliminary rating 'B+' to the senior secured credit facilities in March 2019, and it is now assigning final ratings based on its review of the executed transaction documents which conform to its requirements. The stable outlook reflects S&P's expectation that Lonestar II will maintain a minimum debt service coverage ratio (DSCR) of at least 3x throughout the life of the assets. S&P also anticipates that the project will fully repay the $250 million term loan B six to nine months ahead of the maturity date. Lonestar II's portfolio includes two gas-fired power plants and one coal-fired power plant that serve the Electric Reliability Council of Texas (ERCOT) market. Bastrop Energy Partners L.P. is a 552-megawatt (MW) natural gas-fired facility located in Cedar Creek, Texas. It achieved commercial operations in 2002. Bastrop is connected to the Kinder Morgan Texas Pipeline and Enterprise Texas Pipeline LLC, and it receives firm gas transportation of up to 75,000 million (mm) Btu per day. Paris Generation L.P. is a 248-MW gas-fired peaking facility that provides service in Lamar County, Texas. The power plant has been in operation since 1990. It is connected to and receives natural gas from the Natural Gas Pipeline Co. of America, an interstate pipeline system owned by Kinder Morgan. Bastrop is equipped with two GE 7FA natural gas-fired gas turbines while Paris has two GE 7EA gas turbines. Bastrop also has a Toshiba DF-408 steam turbine, and Paris uses a GE SAC-STAG steam turbine. S&P considers these turbines to have a proven track record with operational data for several decades. Major Oak Power LLC (Twin Oaks) is a 308-MW coal-fired baseload power plant in Robertson County, Texas. It achieved commercial operations in 1991 and is equipped with two circulating fluidized bed boilers and two steam turbines. Walnut Creek is an open-pit coal mine (adjacent to Twin Oaks) that provides at-cost coal to the plant and is part of the collateral package. The stable outlook reflects S&P's expectation that the project will maintain operational metrics consistent with historical performance with a minimum DSCR of at least 3x over the useful life of the assets. The rating agency also anticipates that the project will repay its term loan before maturity via the 100% cash flow sweep and mandatory amortization. In addition to the cash flow sweep, Lonestar II's debt repayment profile is supported by hedges in 2019 and 2020. "We could lower our rating on Lonestar if power prices and spark spreads in the ERCOT region declined materially in the near term, such that the minimum DSCR dropped to below 2.25x in any year. Such a scenario could result from a continued low commodity price environment, softer-than-expected weather, or a decline in load growth," S&P said. "Although unlikely at this time, we could raise the rating if spark spreads in ERCOT region improved significantly in the medium term, such that debt pay-down accelerated. An upgrade to 'BB-' would also likely require a materially comparable profile to 'BB-' rated portfolio peers, which we do not contemplate at this time," S&P said. M&P COLLECTIONS: Court Approves Bid to Employ KJAB as Legal Counsel ------------------------------------------------------------------- Bankruptcy Judge Alan C. Stout approved Debtors M&P Collections, Inc. and F&M Law Firm, P.S.C., d/b/a Fenton Law Firm, PSC's application to employ Kaplan Johnson Abate & Bird, LLP as their legal counsel, and overrules the U.S. Trustee's objection. In its objection, the UST noted that F&M listed M&P as a creditor in their schedules with the debt being $1,148,563.The validity of this debt is not in dispute. The UST argues that because M&P is a creditor of F&M, the representation of both debtors would create an actual conflict of interest for KJAB. The UST also argues that "[s]ince there is a likelihood that there will be funds in one or both cases, a claim may be made on either estate." The UST also questioned which Debtor has the allegiance of KJAB in light of the fact that M&P paid the whole $35,000 retainer, including the $10,000 portion attributed to F&M. Upon analysis, the Court holds that it will adopt a "wait and see," fact driven approach to applications to employ. Along those lines, the Court will only disqualify professionals if an actual conflict of interest arises, as opposed to a potential conflict of interest. In this case, at this time and under these circumstances, no actual conflict of interest is present. A future potential conflict of interest does not warrant disqualification of KJAB. The Court overrules the UST's objection to the Application, without prejudice to the UST raising the objection again at a future date should an actual conflict materialize. The Court also charges KJAB to notify the Court if it finds that an actual conflict of interest has arisen, wherein the interests of the Debtors are no longer in line. A copy of the Court's Memorandum Opinion dated April 30, 2019 is available at https://tinyurl.com/yxkdgp3s from Pacermonitor.com at no charge. About M&P Collections M&P Collections, Inc.'s line of business includes collection and adjustment services on claims and other insurance related issues. Its affiliate, F&M Law Firm, P.S.C., is a debt collection agency in Louisville, Kentucky. M&P Collections was founded in 2005 as an employee owned back office collection support company for law firms. From its beginning, it provided collection support services to Morgan & Pottinger, P.S.C., now known as Morgan Pottinger McGarvey. In August 2014, MPM assigned and transferred its retail collections practice to the newly formed Fenton Law. M&P Collections has worked with Fenton Law since its inception pursuant to a service agreement. The agreement provides that M&P Collections will lease non-lawyer employees to Fenton Law as required for the operation of its collections law practice, that such employees would be employees of both firms, and that M&P Collections would provide administrative and human resources services related thereto. M&P Collections' operations are based out of leased premises located at 2700 Stanley Gault Parkway, Suite 130, Louisville, Kentucky. M&P Collections (Bankr. W.D. Ky. Case No. 19-30311) and F&M Law Firm (Bankr. W.D. Ky. Case No. 19-30312) sought Chapter 11 protection on Feb. 1, 2019. M&P Collections' petition was signed by Steve Douglas, president and director. F&M Law Firm's petition was signed by Thomas Fenton, president and director. M&P Collections estimated assets in the range of $100,000 to $500,000 and $1 million to $10 million in debt. F&M Law Firm estimated assets and liabilities in the range of $1 million to $10 million. Judge Alan C. Stout has been assigned to the cases. The Debtors tapped Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP as counsel. MIAMI METALS I: Exclusive Filing Period Extended Until June 30 -------------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York extended the period during which Miami Metals I, Inc. and its affiliates have the exclusive right to file a Chapter 11 plan through June 30, and to solicit votes through Aug. 29. About Miami Metals I Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over The United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. Republic Metals Refining Corporation is now known as Miami Metals I, Inc.; Republic Metals Corporation as Miami Metals II, Inc.; and Republic Carbon Company as Miami Metals III LLC. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. MICHAELS COMPANIES: S&P Affirms 'BB-' ICR; Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on U.S.-based arts and crafts specialty retailer The Michaels Companies Inc. (Michaels) and its 'BB+' issue-level and '1' recovery rating on the company's term loan. At the same time, S&P assigned its 'B' issue-level and '6' recovery rating to the $500 million of senior unsecured notes due 2027, which the company plans to issue to repay its existing $510 million senior subordinated notes due 2020. "The rating affirmation reflects our view that the proposed refinancing transaction is leverage-neutral and credit metrics will remain largely in line with our previous expectation through year-end," S&P said. "We believe Michaels' scale, effective merchandising, and heightened focus on convenience, value, and customer engagement will enable it to maintain its industry leading market position and generate reasonably consistent operating results, with strong free operating cash flow despite a challenging retail environment." The stable outlook reflects S&P's expectation that Michaels will maintain significant FOCF generation despite deteriorating operating performance, and expect the search for a permanent CEO will conclude within the next six to 12 months. It expects the company to stabilize operating performance and manage industry headwinds with consistent cash flow generation and good profitability metrics despite compression from historical levels. "We could lower the rating if continued deteriorating performance results in our expectation for heightened volatility of profitability and we believe the company's competitive standing in the arts and crafts industry has eroded. For instance, if we expected adjusted EBITDA margins would contract more than the 100 basis points (bps) we are expecting next year, we could lower the rating," S&P said, adding that it could also lower the rating if the company pursues a more aggressive financial policy, including using debt to fund shareholder returns or acquisitions, causing adjusted FFO to debt to decline below 15%. "We could raise our rating if we expect the company to sustain adjusted FFO to debt greater than 20% while business prospects improve such that topline growth and margin improvement are likely. This could occur if the company demonstrates successful execution of its strategic initiatives and improved operating performance trends, including consistent positive comparable-store sales growth and gross margin expansion of 300 bps," S&P said. "A higher rating would also be contingent on our belief that the company and its sponsors are unlikely to pursue a more aggressive financial policy in the future." MICROVISION INC: Receives Nasdaq Listing Deficiency Notice ---------------------------------------------------------- MicroVision, Inc., received a notice on June 13, 2019 from The Nasdaq Stock Market advising the company that for 30 consecutive business days preceding the date of the notice, the bid price of the Company's common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Global Market pursuant to Nasdaq's listing requirements. In accordance with Nasdaq's listing rules, the company has 180 calendar days, or until Dec. 10, 2019, to regain compliance with this requirement. This notification is simply a notice of deficiency, not of imminent delisting, and has no current effect on the listing or trading of MicroVision's common stock on The Nasdaq Global Market at this time. During the 180-day compliance period, MicroVision can regain compliance if the bid price of its common stock closes at $1.00 or higher for a minimum of ten consecutive business days. If the company does not regain compliance by Dec. 10, 2019, Nasdaq will notify the company that its securities are subject to delisting. The company is monitoring the bid price for its common stock. The company continues to execute its business plan and will consider other actions that it may take in order to regain compliance with the listing requirements. About MicroVision Based in Redmond, Washington, MicroVision, Inc. -- http://www.microvision.com/-- is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. PicoP scanning technology is based on the Company's patented expertise in micro-electrical mechanical systems (MEMS), laser diodes, opto-mechanics, and electronics and how those elements are packaged into a small form factor, low power scanning engine that can display, interact and sense, depending on the needs of the application. MicroVision reported a net loss of $27.25 million for the year ended Dec. 31, 2018, compared to a net loss of $25.48 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $17.20 million in total assets, $19.63 million in total liabilities, and a total shareholders' deficit of $2.43 million. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. MOBIQUITY: Needs Funding, Profitability to Remain as Going Concern ------------------------------------------------------------------ Mobiquity Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net comprehensive loss of $2,973,188 on $1,597,220 of revenues for the three months ended March 31, 2019, compared to a net comprehensive loss of $10,687,546 on $38,703 of revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $18,370,858, total liabilities of $2,175,436, and $7,302,542 in total stockholders' equity. The Company said, "In the near term, management plans to continue to focus on raising the funds necessary to implement the Company's business plan related to technology. Management will continue to seek out equity and/or debt financing to obtain the capital required to meet the Company's financial obligations. There is no assurance, however, that lenders and investors will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at: https://is.gd/UHtAmp Mobiquity Technologies, Inc., operates as a mobile advertising technology company primarily in the United States. It provides location-based data and insights on consumer's real-world behavior and trends for use in marketing and research; and accurate and scaled solution for mobile data collection and analysis. The company was formerly known as Ace Marketing & Promotions, Inc. and changed its name to Mobiquity Technologies, Inc., in September 2013. Mobiquity Technologies was founded in 1998 and is headquartered in New York, New York. MODERN VIDEOFILM: July 17 Hearing on Disclosure Statement --------------------------------------------------------- A hearing on the approval of the disclosure statement explaining the Chapter 11 Plan of Modern Videofilm, Inc., will be held on July 17, 2019 at 02:00 p.m., in Courtroom 6C of the United States Bankruptcy Court, located at 411 West Fourth St., Santa Ana, CA 92701. Any objections to the disclosure statement must be filed with the court at 411 West Fourth Street, Santa Ana, CA 92701 and served upon counsel to the debtor at the address indicated in the upper left corner of this notice, and upon the office of the United States Trustee, 411 West Fourth Street, suite 7160, Santa Ana, CA 92701, not later than fourteen (14) days prior to the hearing. Class 3 Allowed General Unsecured Claims. Payment of Distributions from Plan Fund over the course of the Plan, as set forth in Section 5.3 of the Plan. Class 4 Allowed Subordinated Claims. Payment only if all other Allowed Claims are paid in full. Class 5 Allowed Interests. On the Case Closing Date, the Interests will be cancelled. Interest Holders will receive Distributions only if all Allowed Claims, including all Allowed Subordinated Claims, are paid in full. The Debtor expects to use proceeds realized from the litigation/settlement of Causes of Action held by the estate to fund the: (i) payments due on the Effective Date of the Plan and thereafter, as applicable; and (ii) prosecution of the Barkat Adversary Action and additional Causes of Action. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y37ergx6 from PacerMonitor.com at no charge. General Insolvency Counsel for the Debtor is Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, in Newport Beach, California. About Modern VideoFilm Modern VideoFilm Inc. is a feature film and television post-production company based in California. Modern VideoFilm filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-11792) on May 16, 2018. In the petition signed by Howard Grobstein, chief restructuring officer, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge Mark S Wallace presides over the case. Garrick A. Hollander, Esq., at Winthrop Couchot Golubow Hollander, LLP, serves as the Debtor's counsel. MORGAN ADMINISTRATION: Given Until July 24 to Exclusively File Plan ------------------------------------------------------------------- Judge Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois extended the period during which Morgan Administration, Inc. and its affiliates have the exclusive right to file a Chapter 11 plan through July 24, and to solicit acceptances for the plan through Sept. 23. About Morgan Administration Morgan Administration, Inc., and its subsidiaries are privately-held companies in Waukegan, Illinois that operate household appliance stores. They collectively do business under the trade name Home Owners Bargain Outlet or HOBO. Morgan Administration and 10 affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 18-30039) on Oct. 25, 2018. In the petition signed by Leo Schmidt, president, Morgan Administration estimated $100,000 to $500,000 in assets and $100,000 to $500,000 in liabilities. The case is assigned to Judge Jacqueline P. Cox. The Debtors tapped Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger LLP, as their bankruptcy counsel; and Michael Goldman of KCP Advisory Group LLC as their chief restructuring officer. On Nov. 5, 2018, the Office of the United States Trustee appointed the Official Committee of Unsecured Creditor of Morgan Administration. The Committee retained Freeborn & Peters LLP as its counsel. NATURAL HEALTH FARM: Needs Fund, Profit to Remain as Going Concern ------------------------------------------------------------------ Natural Health Farm Holdings Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $145,770 on $524,860 of total revenues for the three months ended March 31, 2019, compared to a net loss of $12,806 on $218,524 of total revenues for the same period in 2018. At March 31, 2019, the Company had total assets of $4,219,172, total liabilities of $2,080,361, and $2,138,811 in total equity. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a net loss of $68,245 from October 1, 2018 to March 31, 2019, with net cash out flows in operating activities of $191,284 and has an accumulated deficit of $1,097,418 as of March 31, 2019. Company President Tee Chuen Meng said, "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/vbEXr5 Natural Health Farm Holdings Inc., a development stage company, operates as a biotechnology company that focuses on developing healthcare eco-system based on natural or naturopathic products. The company was formerly known as Amber Group, Inc. and changed its name to Natural Health Farm Holdings Inc. in March 2017. Natural Health Farm Holdings Inc. was founded in 2014 and is based in Orlando, Florida. NEIMAN MARCUS: S&P Ups ICR to 'CCC' on Restructuring; Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Neiman Marcus Group LLC to 'CCC' from 'SD' (selective default) and assigned its 'CCC' issuer credit rating to the company's parent, Neiman Marcus Group Ltd. LLC, which issues its financials. The rating actions follow the completion of the company's restructuring, including a second-lien note offering and debt exchange that S&P viewed as distressed. Meanwhile, S&P raised its issue-level rating on the company's remaining stub debt that it did not exchange or refinance in the restructuring to 'CC' from 'D'. It also assigned its 'CCC+' issue-level rating to Neiman Marcus' extended term loan facility due 2023, its 'CCC-' issue-level rating to the company's second-lien notes, and its 'CC' issue-level rating to the company's third-lien notes. The upgrade reflects S&P's view of the continued risk of a restructuring or default over the next 12 months. This is largely because of the remaining debt that Neiman Marcus did not exchange or refinance as part of the reorganization of its capital structure, primarily the $137 million of unsecured notes. The rating also reflects S&P's expectation for a continued erosion in Neiman's operating performance, including meaningfully negative free operating cash flow generation, and an onerous debt burden (reported debt still at $4.9 billion), which did not materially improve following the recent restructuring. This leads S&P to view Neiman Marcus' capital structure as unsustainable. The negative outlook on Neiman Marcus reflects S&P's view that there is continued risk of a restructuring because the company may be unable to refinance its $137 million of stub debt at par due to its ongoing weak operating performance expectations and the unfavorable refinancing market for retailers. "We could lower our ratings on Neiman Marcus if the company announces a restructuring or if the conditions in its market worsen such that we believe a default is increasingly likely in the next six months. This would likely occur if the company is unable to address its near-term maturities," the rating agency said. S&P said it could also lower the rating if Neiman's liquidity position deteriorates and the company's cash use accelerates, which is a scenario that could lead to a general default. "Although unlikely, we could raise our ratings on Neiman if it strengthens its performance and we believe that its standing in the credit markets has improved. We would also need to believe that the prospects for a future restructuring are unlikely and that the company would refinance its maturing debt at par, including the $137 million of unsecured debt due October 2021," S&P said. NEOVASC INC: Tiara Featured at 11th Annual TVT 2019 --------------------------------------------------- Neovasc Inc.'s Tiara transcatheter mitral valve replacement device was featured in a presentation at the 11th Annual Transcatheter Valve Therapy Conference. TVT 2019 is part of The Structural Heart Disease Summit held June 12-15 in Chicago, Illinois. In a presentation titled "The TIARA Program: Attributes, Challenges, and Early Clinical Data" Dr. Anson Cheung, Clinical Professor of Surgery and Director of Cardiac Transplant of British Columbia, and Principal Investigator for the Tiara Early Feasibility Study at St Paul's Hospital, Vancouver Canada, provided an update on the latest progress on the Tiara, including the challenging anatomical considerations, patient characteristics, procedural outcomes, and symptom improvement of patients treated with Tiara. "We are pleased to report yet another comprehensive clinical update on our Tiara clinical studies to the Medical community, this time in the USA" commented Fred Colen, Neovasc's president and chief executive officer. "It continues to show solid progress, plus consistent and encouraging clinical results. The transfemoral trans-septal Tiara system, as showcased at the Paris EuroPCR conference to invited Cardiologists and Surgeons earned high marks for Neovasc's team after demonstrating complete understanding of the complex issues associated with this delivery method and the implemented solutions to both the Tiara valve and the delivery system." About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$108.04 for the year ended Dec. 31, 2018, compared to a net loss of US$22.90 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Neovasc had US$11.99 million in total assets, US$21.66 million in total liabilities, and a total deficit of US$9.66 million. Grant Thornton LLP, in Vancouver, BC, the Company's auditor since 2002, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss of US$108.04 million during the year ended Dec. 31, 2018, and as of that date, the Company's liabilities exceeded its assets by US$9.67 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NEW ACADEMY HOLDING: S&P Lowers ICR to 'SD' on Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on sporting goods retailer New Academy Holding Co. LLC to 'SD' (selective default) from 'CCC+' and the issue-level ratings on the company's senior secured term loan facility to 'D' from 'CCC+'. The downgrade follows New Academy's disclosure that it repurchased an incremental $54.4 million of its senior secured term loan facility principal due in July 2022 during the first quarter of its fiscal 2019, following previous disclosure of repurchasing about $89 million in the quarter. S&P views the repurchase as distressed, given its view of the company's weak credit profile, and the recurring nature of the open market transactions as not completely anonymous. This contributes to S&P's determination that the transactions constitute a distressed exchange. In total, nearly 10% of the original issue amount has been acquired at less than par. Funding for the first-quarter debt repurchases was composed of borrowings under the asset-based lending (ABL) facility and about $54 million cash on hand. NEXSTAR MEDIA: S&P Affirms 'BB-' ICR; Outlook Stable ---------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on U.S. TV broadcaster Nexstar Media Group Inc. Nexstar is planning to issue a $700 million incremental term loan A, $3 billion incremental term loan B, and $1.1 billion of notes to partially fund its proposed acquisition of Tribune Media Co. for $6.4 billion (including the assumption of Tribune's debt). Asset sale proceeds and cash on hand will fund the remainder of the purchase price. The rating affirmation is based on S&P's expectation that pro forma leverage will increase to around 5.3x in 2019, still below its 5.5x downgrade threshold. Meanwhile, S&P assigned a 'BB' issue-level and '2' recovery rating to Nexstar's proposed term loans A and B; lowered the issue-level rating on the company's existing senior secured debt to 'BB' from 'BB+'; and revised the recovery rating to '2' from '1' given the higher amount of secured debt. S&P also assigned a 'B' issue-level and '6' recovery rating to the proposed senior unsecured notes; lowered the issue-level rating on Nexstar's existing senior unsecured debt to 'B' from 'B+'; and revised the recovery rating to '6' from '5'. "The rating affirmation reflects our expectation that pro forma average trailing-eight-quarters leverage will increase to around 5.3x in 2019 from 4.2x currently, which remains below our downgrade trigger of 5.5x for the current rating," S&P said. "While we believe Nexstar Media Group Inc. could materially improve leverage to 4.2x-4.4x in 2020 through a combination of EBITDA growth and debt repayment, we believe shareholder-friendly activities will likely keep leverage between 4.5x-5.5x." S&P's rating continues to reflect Nexstar's position as the largest non-network-owned television station group in the U.S., as well as its growing percentage of stable retransmission revenue, somewhat offset by its exposure to cyclical advertising revenue and longer-term risks around changes in media consumption. While the Tribune Media Co. acquisition will increase Nexstar's scale, geographic diversity, and affiliation mix, S&P's view of Nexstar's business is constrained by its limited proprietary content (since sports and primetime programming come from the networks) and lack of global operations and diversity beyond its core business compared to national broadcast networks such as CBS Corp. and Fox Corp. The company expects the acquisition of Tribune will close in third-quarter 2019. S&P believes there is limited operational risk associated with the transaction given Nexstar's successful history of integrating and achieving synergies in past acquisitions (Media General). The stable outlook reflects S&P's expectation that Nexstar will manage leverage between 4.5x-5.5x by directing increasing cash flow towards a balance of acquisitions, shareholder returns, and debt repayment. "We could lower the rating if Nexstar's leverage increases above 5.5x on a sustained basis, potentially due to debt-funded acquisitions, shareholder returns, or an economic downturn that causes advertisers to pull back on television advertising," S&P said. "We view an upgrade as unlikely over the next year because we believe the company is willing tolerate leverage in the mid-5x area to support acquisitions. Still, we could raise the rating if the company improves leverage below 4.5x and makes a public commitment to keep it there, even with the potential for debt-funded acquisitions," the rating agency said. NORTHERN DYNASTY: Shareholders Elect Eight Directors ---------------------------------------------------- Northern Dynasty Minerals Ltd. reported the voting results from its 2019 Annual General Meeting held on June 11, 2019 in Vancouver, British Columbia. At the Meeting, the Company's shareholders elected Desmond Balakrishnan, Steven Decker, Robert Dickinson, Gordon Keep, David Laing, Christian Milau, Kenneth Pickering, and Ronald Thiessen as directors. Deloitte, Chartered Professional Accountants, was appointed auditor of the Company. The ordinary resolution to approve the Amended and Restated Shareholder Rights Plan for continuation for three years, until close of the annual general meeting of the Company to be held in 2022, was passed. About Northern Dynasty Minerals Northern Dynasty -- http://www.northerndynastyminerals.com/-- is a mineral exploration and development company. Northern Dynasty's principal asset, owned through its wholly-owned Alaska-based US subsidiary Pebble Limited Partnership, is a 100% interest in a contiguous block of 2,402 mineral claims in southwest Alaska, including the Pebble deposit. The Company is listed on the Toronto Stock Exchange under the symbol "NDM" and on the NYSE American Exchange under the symbol "NAK". The Company's corporate office is located at 1040 West Georgia Street, 15th floor, Vancouver, British Columbia. Northern Dynasty reported a net loss of C$15.95 million for the year ended Dec. 31, 2018, compared to a net loss of C$64.86 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had C$161.92 million in total assets, C$13.71 million in total liabilities, and C$148.21 million in total equity. Deloitte LLP, in Vancouver, Canada, the Company's auditor since 2009, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss during the year ended Dec. 31, 2018 and, as of that date, the Company's consolidated deficit was $487 million. These conditions, along with other matters, raise substantial doubt about its ability to continue as a going concern. NORVIEW BUILDERS: MB's Bid to Convert Ch. 11 Case to Ch. 7 Tossed ----------------------------------------------------------------- Bankruptcy Judge Jacqueline P. Cox issued a memorandum opinion approving Debtor Norview Builders, Inc.'s motion to sell its Lockport Property free and clear of liens to NWB Plainfield Real-Estate, LLC, and denying MB Lockport's motion to convert Debtor's chapter 11 case to chapter 7. Courts consider several factors as provided in In re: Eng'g Prods. Co to determine whether a proposed sale is an exercise of a debtor's sound business judgment including: a) whether a sound business reason exists for the proposed sale; b) whether fair and reasonable consideration is provided; c) whether the sale has been proposed and negotiated in good faith; and d) whether adequate and reasonable notice is provided. The Court finds that all of the elements in Engineering Products have been met. In this case, the business reason for the Debtor to sell the Lockport Property is to generate the proceeds necessary to pay its creditors in full. NWB's consideration of $950,000 offer is fair and reasonable because it is $650,000 higher than what M18 Land Investments, LLC claims the Lockport Property is worth. The sale was negotiated in good faith because the Debtor will not receive any enumeration beyond the $950,000 and NWB first contacted the Plainfield Economic Development Department who connected NWB with a commercial broker that showed NWB the Lockport Property and another property. Lastly, the Debtor's motion to sell was sent on 21 days' notice to all parties in interest. M18’s $550,000 cash offer is $400,000 less than NWB's offer. There is nothing in the record which suggests that NWB's offer is anything but serious. M18 made it clear to the Court that it will not outbid NWB or agree to be a stalking horse bidder. M18 does not want Sovereign Tap to vacate the premise despite Sovereign’s lackluster history of paying its rent and it having no rights to occupy the Lockport Property as of May 1, 2019. Other things being equal, cash offers are better than offers based on financing. It is true that cash offers can satisfy creditors faster, but in this case, the $400,000 gap between M18’s offer and NWB's offer is too high for the Court to prioritize speed over the best interests of the estate. After all, one purpose of the bankruptcy estate is the maximize value of the Debtor's assets. The Court, thus, finds that NWB's $950,000 offer is in in the best interest of the estate and its creditors. Because all creditors will be paid in full by the sale proceeds of Lockport Property, the Court finds that it is not in the best interest of the creditors to convert this case to chapter 7. Therefore, MB's motion to convert the case is denied. A copy of the Court's Memorandum Opinion dated May 3, 2019 is available at https://tinyurl.com/y6e26xqj from Pacermonitor.com at no charge. About Norview Builders Norview Builders, Inc., based in Oak Lawn, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-01825) on Jan. 22, 2018. In the petition signed by Brenda P. O'Sullivan, president, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Jacqueline P. Cox oversees the case. Gregory K. Stern, Esq., at Gregory K. Stern, P.C., serves as bankruptcy counsel. NOVABAY PHARMACEUTICALS: Removes Interim Tag from CEO Hall's Title ------------------------------------------------------------------ NovaBay Pharmaceuticals, Inc., appointed Justin Hall to the permanent position of president and chief executive officer, and Jason Raleigh to the permanent position of chief financial officer. Mr. Hall has served as interim president and CEO, and Raleigh as interim CFO since March 2019. "Justin and Jason have proven their leadership abilities by successfully implementing the shift in our U.S. commercial strategy we announced in March and executing the recent launch of our U.S. direct-to-consumer sales of Avenova on Amazon.com," said Paul E. Freiman, chairman of NovaBay. "This is a very exciting time at NovaBay as we launch Avenova Direct, making our leading lid and lash spray directly accessible to consumers without a prescription and at affordable pricing," said Hall. "My close working relationships with our Board, principal investors, and sales force are key to quickly adjusting our strategy to rapidly address opportunities in the marketplace. We are on the move and we have momentum." "I'm honored to be selected as CFO and appreciate the Board's trust in my abilities," said Mr. Raleigh. "I look forward to continuing to work with Justin and the NovaBay team toward the continued successful commercialization of Avenova." Mr. Hall has served with NovaBay for six years in a variety of roles including as corporate counsel and has been actively involved in a number of operating functions including the sales organization and manufacturing. Mr. Raleigh has been with NovaBay for more than three years and has nearly 20 years of financial experience. No change is currently anticipated in either Mr. Hall's or Mr. Raleigh's compensatory arrangement with the Company as a result of their appointments. About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a medical device company predominately focused on eye care. The Company is currently focused primarily on commercializing Avenova, a prescription product sold in the United States for cleansing and removing foreign material including microorganisms and debris from skin around the eye, including the eyelid. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of March 31, 2019, Novabay had $9.72 million in total assets, $8.59 million in total liabilities, and $1.12 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVUM PHARMA: Seeks to Extend Exclusivity Period to Oct. 1 ---------------------------------------------------------- Novum Pharma, LLC asked the U.S. Bankruptcy Court for the District of Delaware to extend the period during which it has the exclusive right to file a Chapter 11 plan through Oct. 1, and to solicit acceptances for the plan through Nov. 30. The extension requested, if granted by the court, would provide the company with the opportunity to negotiate and file a plan, which is expected to provide significant returns to unsecured creditors. Several weeks after its bankruptcy filing, Novum Pharma began discussing with CH 105 the framework of a potential plan of reorganization to address, among other things, the company's need for cash to operate its business on a go-forward basis and CH 105's need to exchange its soon-to-expire dermatology products inventory. After several months of negotiations, the companies agreed upon the material terms of the plan and embodied those terms in a plan term sheet. The plan contemplates a reorganization pursuant to which Novum Pharma's dermatology business would continue to be operated by its existing management after the plan takes effect while CH 105 would provide funding to the company through a combination of loans and inventory purchases. It also contemplates the creation of a litigation trust for the benefit of general unsecured creditors to be funded by recoveries from litigations and contributions from the company's members. Novum Pharma believes the plan will be confirmed given that it is supported by key constituents including the company's secured lender and the unsecured creditors' committee. About Novum Pharma Founded in 2015, Novum Pharma, LLC -- http://www.novumrx.com/-- is a global specialty pharmaceutical company which owns a portfolio of topical dermatology products that it purchased from Primus Pharmaceuticals, Inc., in March 2015. The dermatology products are marketed under the names Alcortin, Alcortin A, Quinja (formerly Aloquin) and Novacort. Each product is a fungicidal gel used to treat a variety of skin conditions. Novum Pharma sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10209) on Feb. 3, 2019. It estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Debtor tapped Cole Schotz P.C. as general bankruptcy counsel; CR3 Partners, LLC, as financial advisor; Teneo Capital LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. Klehr Harrison Harvey Branzburg LLP is the committee's counsel. NUTRALIFE BIOSCIENCES: Mar. 31 Results Cast Going Concern Doubt --------------------------------------------------------------- NutraLife BioSciences, Inc., filed its quarterly report on Form 10-Q/A, disclosing a net loss of $1,288,592 on $720,799 of net revenue for the three months ended March 31, 2019, compared to a net income of $614,452 on $722,905 of net revenue for the same period in 2018. At March 31, 2019, the Company had total assets of $4,462,098, total liabilities of $1,832,635, and $2,629,463 in total stockholders' equity. The Company sustained a net loss of approximately $1,289,000 for the three months ended March 31, 2019, and have an accumulated deficit of approximately $36,122,000 at March 31, 2019. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q/A is available at: https://is.gd/gsRKJ5 NutraLife BioSciences, Inc., together with its subsidiaries, develops, manufactures, and distributes nutraceutical, wellness, and cannabidoil (CBD) products. It offers NutraHemp CBD products, including oral sprays, tinctures, pet drops, pain balms, and face creams; NutraSpray oral spray products for sleep support and weight loss; and an appetite suppressant. The company also provides cannabinoid-rich hemp oil, topical lotions and oils, massage oils, and internal pet products. It offers its products to private label distributors. The company offers products through its Website nutralifebiosciences.com, as well as through online retailers and retail outlets. The company was formerly known as NutraFuels, Inc. and changed its name to NutraLife BioSciences, Inc., in March 2019. NutraLife BioSciences was founded in 2010 and is based in Coconut Creek, Florida. OAK HOLDINGS: S&P Alters Outlook to Stable on Debt Repayment ------------------------------------------------------------ S&P Global Ratings revised the outlook on U.S.-based Oak Holdings LLC to stable from negative and affirmed all of its ratings on the company, including its 'B' issuer credit rating. Oak's operating results improved in 2018 after a challenging 2017, and S&P expects further deleveraging in 2019. In 2017, Oak's performance was hurt by its efforts to revamp its sales program and redistribute product lines across its manufacturing platforms in Mexico in order to offset competitive pressures in the industry. The company faced significant challenges while implementing these initiatives and its sales and margins suffered because of customers' delayed adoption of the new pricing and sales programs, high out-of-stock levels, and its Mexico facilities' inability to meet customer demand for more complex products. These factors resulted in significant revenue and EBITDA declines, driving leverage up above 8x. However, the company successfully recovered in 2018 by rectifying many of the operational issues and by proactively repaying revolver balances and a portion of its term loan debt. Oak ended the year with leverage in the high-5x area, well below S&P's downgrade threshold of 7x. The outlook revision reflects Oak's better credit measures in 2018, as well as S&P's forecast for further improvement in 2019, with leverage improving to about 5x and free cash flow of about $25 million. The stable outlook reflects S&P's expectation for continued low single-digit revenue growth and further cost improvements in 2019, resulting in EBITDA growth that will allow the company to reduce leverage to about 5x and generate free cash flow of about $25 million. "We could lower the rating if the company sustains leverage above 7x or EBITDA interest coverage approaches the mid-1x area. We believe this could occur if the company fails to execute on its growth initiatives and manufacturing inefficiencies materialize again, such that margins are pressured and cash flow generation weakens," S&P said. This could also occur if the U.S. applies previously contemplated 25% tariffs on Mexican imports, which would increase costs for Oak and could result in higher spending if it decides to move some of its manufacturing to facilities outside of Mexico, according to the rating agency. "Although a higher rating is unlikely given the financial sponsor ownership, we could consider raising the rating if Oak sustains leverage under 5x and the sponsor demonstrates a commitment to maintaining leverage below this level," S&P said. ORCHIDS PAPER: Robinson & Cole Represents RDP and NMTC Parties -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Robinson & Cole LLP provided notice that it is representing these creditors in the Chapter 11 cases of Orchids Paper Products Company, et al.: (1) RDP 27 LLP and Rural Development Partners, LLC 2011 4th Street SW Mason City, IA 50401 * $14,700,000 of Term Loans (2) USBCDE Sub-CDE 146, LLC, USBCDC Investment Fund 158, LLC, USBCDE LLC and U.S. Bancorp Community Development Corporation 1307 Washington Avenue Suite 300 St. Louis, MO 63103 * $1,500,000 of Term Loans Each of RDP and USBCDC is a community development entity eligible to apply for authority to issue New Markets Tax Credits. Through the New Markets Tax Credit program, borrowers receive the benefits of low interest loans and other economic incentives to fund development in low income communities. Prior to the Petition Date, Debtor Orchids Lessor SC, LLC, RDP’s affiliate RDP 27 and USBCDC's affiliate, USBSUBCDE 146, entered into a Credit Agreement, pursuant to which RDP 27 and USBSUBCDE 146 provided term loans to Orchids Lessor in the aggregate amount of $16,200,000, enabling Orchids Lessor to acquire a new QRT tissue paper machine and converting lines at the Barnwell, South Carolina facility which is operated by Orchids Paper Products Company. Orchids Lessor leases the Barnwell Equipment to Orchids Paper. Pursuant to the terms of the Credit Agreement, the RDP Parties, Orchids Lessor and Orchids Paper entered into, among other agreements, a Community Investments Agreement dated Dec. 29, 2015. To advance the mission of the RDP Parties to provide New Markets Tax Credit allocation to rural communities that will receive a benefit from the economic improvements funded with the Term Loans, Orchids Lessor and Orchids Paper agreed to fund $75,000 in 2016 toward the community where the Barnwell Facility is located, which amount would be matched by RDP. To date, Orchids Lessor and Orchids Paper have only funded $17,920 towards fire equipment purchased by the Fire Department of the City of Barnwell, SC and are obligated to fund an additional $57,080 under the Community Investments Agreement. The Firm can be reached at: ROBINSON & COLE LLP Davis Lee Wright, Esq. 1000 North West Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 516-1703 Facsimile: (302) 351-8618 Email: dwright@rc.com About Orchids Paper Company Headquartered in Pryor, Oklahoma, Orchids Paper Products Company -- http://www.orchidspaper.com/-- is a national supplier of consumer tissue products primarily serving the at home private label consumer market. The Company produces a full line of tissue products, including paper towels, bathroom tissue and paper napkins, to serve the value through ultra-premium quality market segments from its operations in northeast Oklahoma, Barnwell, South Carolina and Mexicali, Mexico. The Company provides these products primarily to retail chains throughout the United States. As of Feb. 28, 2019, the Debtors posted total assets $322,061,000 and total debt of $260,864,000. Orchids Paper Products Company and two of its subsidiaries filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 19-10729) on April 1, 2019. The petitions were signed by Richard S. Infantino, interim chief strategy officer. Hon. Mary F. Walrath oversees the cases. The Debtors tapped Polsinelli PC as counsel; Deloitte Transactions and Business Analytics LLP as chief strategy officer; Houlihan Lokey Capital, Inc., as investment banker; and Prime Clerk LLC as claims and notice agent. Andrew Vara, acting U.S. trustee for Region 3, on April 15, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Orchids Paper Products Company and its affiliates. The Committee retained Lowenstein Sandler LLP, as counsel; and CKR Law LLP as its Delaware counsel. OUTLOOK THERAPEUTICS: Amends Terms of Warrants Issued April 2019 ---------------------------------------------------------------- Outlook Therapeutics, Inc., has amended the terms of its outstanding 15-Month warrants issued April 12, 2019, which have an exercise price of $2.90 per share of common stock, par value $0.01 per share, of the Company and expire July 13, 2020, by entering into Amendment #1 to that certain Warrant Agreement dated as of April 12, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent. Under Amendment #1, the limitations on exercise set forth in Section 3.3.10 were amended to limit their applicability to the 5-Year warrants that were issued concurrent with the 15-Month warrants. Those limitations on exercise, as amended, no longer apply to the 15-Month warrants. No changes were made to the terms of the 5-Year warrants. The form of certificated 15-Month warrant included as Exhibit D to the warrant agreement was similarly amended by removing Section 1(f) from the form of certificated 15-Month warrant. No changes were made to the terms of the form of certificated 5-Year warrants. About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com/-- is a clinical-stage biopharmaceutical company focused on developing its lead clinical program, ONS-5010, a proprietary ophthalmic bevacizumab product candidate for the treatment of wet age related macular degeneration (wet AMD). ONS-5010 is currently in its first clinical trial, which is being conducted outside of the U.S. and is designed to serve as the first of two adequate and well controlled studies for wet AMD. Outlook Therapeutics reported a net loss attributable to common stockholders of $48.01 million for the year ended Sept. 30, 2018, compared to a net loss attributable to common stockholders of $40.02 million for the year ended Sept. 30, 2017. As of March 31, 2019, Outlook Therapeutics had $17.17 million in total assets, $40.21 million in total liabilities, $5.03 million in total convertible preferred stock, and a total stockholders' deficit of $28.08 million. KPMG LLP's report on the consolidated financial statements for the year ended Sept. 30, 2018, includes an explanatory paragraph stating that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit of $216.3 million, $13.5 million of senior secured notes that may become due in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0 million of which is due on demand, and $3.6 million of which matures Dec. 22, 2018, that raise substantial doubt about its ability to continue as a going concern. P.H. GLATFELTER: Egan-Jones Lowers Senior Unsecured Ratings to BB ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 7, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by P. H. Glatfelter Company to BB from BB+. P. H. Glatfelter Company markets its products directly, as well as through brokers and agents. The company was founded in 1864 and is headquartered in York, Pennsylvania. PARK MONROE: Hearing to Extend Exclusivity Period Set for June 26 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on June 26 to consider approval of the motion filed by Park Monroe Housing Development Fund Corp., Northeast Brooklyn Partnership and 984-988 Greene Avenue Housing Development Fund Corp. to extend the exclusivity period to file their Chapter 11 plan through Sept. 9, and to solicit acceptances for the plan through Nov. 8. The bankruptcy court had earlier issued a bridge order, which extended the exclusivity periods from June 11 through the conclusion of the hearing or until further court order. The extension would give Park Monroe and Greene Avenue more time to pursue their restructuring strategies, which focus on the refinancing of their mortgage with the city of New York to pay their creditors in full. NBP's restructuring strategy focuses on consummating a sale of its property pursuant to a bankruptcy plan, according to court filings. About Park Monroe Housing Development Park Monroe Housing Development Fund Corporation is a not-for-profit and tax-exempt corporation that develops a housing project for persons of low income, pursuant to Section 573 of Article XI of the New York Private Housing Finance Law. The Company's primary tangible assets are located at 477 Saratoga Avenue a/k/a 1352-1354 East New York Avenue, Brooklyn, New York 11212; 1350 Park Place, Brooklyn, New York 11213; 180 Grafton Street, Brooklyn, New York 11212; 257 Mother Gaston Boulevard, Brooklyn, New York 11212; and 249-251 Mother Gaston Boulevard, Brooklyn New York. 984-988 Greene Avenue Housing Development Fund is a not-for-profit corporation whose tangible assets are properties located at 984-988 Greene Avenue, Brooklyn, New York 11221. Its assets are used consistent with its charitable purposes of providing affordable housing units for families of low income in the central sections of Brooklyn, New York. Northeast Brooklyn Partnership is a for-profit partnership whose primary tangible assets are properties located at 409 Kosciuszko Street, Brooklyn, New York; 403 Kosciuszko Street, Brooklyn, New York; 399 Kosciuszko Street, Brooklyn, New York; 397 Kosciuszko Street, Brooklyn, New York; 675 Halsey Street, Brooklyn, New York; and 671 Halsey Street, Brooklyn, New York. Park Monroe and its affiliates sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 19-40820 to 19-40823) on Feb. 11, 2019. The petitions were signed by Jeffrey E. Dunston, president and CEO. At the time of filing, the Debtors estimated assets and liabilities under $10 million. The Debtors are represented by Allen G. Kadish, Esq., of Archer & Greiner, P.C. PARKER DRILLING: Akin Gump Represents Consenting Stakeholders ------------------------------------------------------------- Akin Gump Strauss Hauer & Feld LLP submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it represents the "Consenting Stakeholders", comprised of certain unaffiliated holders of claims or interests arising from: (a) the 7.50% senior notes due August 2020 (the "2020 Notes")issued under an Indenture, dated as of July 30, 2013, by and among Parker Drilling Company, as issuer, the guarantors party thereto, and the Bank of New York Mellon Trust Company, N.A.(the "Indenture Trustee"), as trustee, (b) the 6.75% senior notes due July 2022 (the "2022 Notes", and together with the 2020 Notes, the "Unsecured Notes") issued under certain Notes Indenture, dated as of Jan. 22, 2014, by and among Parker, as issuer, the guarantors party thereto, and the Indenture Trustee, as trustee, (c) the 7.25% Series A Mandatory Convertible Preferred Stock issued by Parker (the "Existing Preferred Stock"), and (d) the common stock issued by Parker (the "Existing Common Stock"). Akin Gump does not represent the Consenting Stakeholders as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or entities other than the Consenting Stakeholders. In addition, the Consenting Stakeholders do not represent or purport to represent, or serve as fiduciary for, any other entities in connection with the Debtors' chapter 11 cases. As of Feb. 20, 2019, the nature and amount of claims or interests held by the Consenting Stakeholders are: 1. Brigade Capital Management, LP 399 Park Avenue 16thFloor New York, NY 10022 * $26,914,000 of 2020 Notes * $98,392,000 of 2022 Notes * 849,292 shares of Existing Common Stock 2. Highbridge Capital Management,LLC 40 West 57th Street 32nd Floor New York, NY 10019 * $27,500,000 of 2020 Notes * $24,919,000 of 2022 Notes * 310,000 shares of Existing Preferred Stock 3. Varde Partners, Inc. 901 Marquette Avenue South, Suite 3300 Minneapolis, MN 55402 * $109,959,000 of 2020 Notes * $125,776,000 of 2022 Notes 4. Whitebox Advisors LLC 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416 * $40,600,000 of 2020 Notes * $14,745,000 of 2022 Notes * 591,844shares of Existing Common Stock Counsel for the Consenting Stakeholders: James Savin, Esq. Marty L. Brimmage Jr., Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Telephone: (214) 969-2800 Facsimile: (214) 969-4343 E-mail: mbrimmage@akingump.com - and - Michael S. Stamer, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 E-mail: mstamer@akingump.com - and - James Savin, Esq. Kevin Eide, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1333 New Hampshire Avenue, N.W. Washington, DC 20036 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 E-mail: jsavin@akingump.com E-mail: keide@akingump.com About Parker Drilling Company Houston-based Parker Drilling (OTC:PKDSQ) -- http://www.parkerdrilling.com/-- provides drilling services and rental tools to the energy industry. The Company's Drilling services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select U.S. and international markets and harsh environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. Parker Drilling Company and 19 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12, 2018. Parker Drilling reported $937.2 million in assets and $695.5 million in liabilities as of Sept. 30, 2018. The Hon. Marvin Isgur is the case judge. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. Jackson Walker L.L.P. is the local and conflicts counsel. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP serves as legal advisor to the stakeholders that are parties to the RSA while Houlihan Lokey serves as financial advisor. No official committee of unsecured creditors has been appointed. PENNY JO HAMILTON-GAERTNER: Court Confirms 3rd Amended Plan ----------------------------------------------------------- Bankruptcy Judge David M. Warren issued a memorandum opinion confirming Penny Jo Hamilton-Gaertner's third amended plan. The Third Amended Plan returns the Judgment Creditors to the individual unsecured class of creditors and proposes a 70% distribution to this class over a nine-year period, with interest of 1.25% per annum. Based upon the liquidation analysis, the separate class of joint unsecured creditors continues to receive 100% distribution to be paid over 20 years at 1.25% per annum, with the Debtor and her husband reserving the right to accelerate payments. Ascentium Capital LLC filed its Objection and voted to reject the Third Amended Plan; however, the majority of voting unsecured creditors, including DCC, accepted the Third Amended Plan for the class. All other designated classes of creditors also accepted the Third Amended Plan. When Ascentium, along with Direct Capital Corporation and the United States Bankruptcy Administrator, objected to the Debtor's Original Plan, the court shared the concerns about the Debtor's lifestyle and expenses in the midst of financial reorganization. The court has since been impressed by the Debtor's continued efforts to structure a plan that strikes a balance between being fair to her business creditors and allowing her to support her family in a similar manner to which they are accustomed. The Debtor's expenditures undoubtedly exceed what is necessary to maintain a minimal standard of living; however, she has made some concessions, and considering the totality of the Debtor's circumstances, the court cannot find that the Third Amended Plan is either proposed in bad faith or infeasible. The Debtor was prepared to pay Ascentium and her other unsecured creditors 100% of their claims and was stopped short only by this court's concern over feasibility of the length of the repayment term and the preferential treatment given to the Judgment Creditors in negotiation of the Second Amended Plan. The court is somewhat surprised that Ascentium renewed its initial objections to confirmation simply because the Third Amended Plan reduced expected payment on its claim to 70%. This distribution is significantly higher than Ascentium could expect in a Chapter 7 liquidation, and conversion appears to be a realistic option for the Debtor given the business nature of many of her debts. For almost the next decade, the Debtor is devoting her projected disposable income to the Third Amended Plan, and her discharge is contingent on her performance. For these reasons, the court found that the Debtor satisfied all the requirements of section 1129(a), overruled Ascentium's Objection, and entered the Confirmation Order. A copy of the Court's Memorandum Opinion dated May 1, 2019 is available at https://tinyurl.com/y35p7vr7 from Pacermonitor.com at no charge. Penny Jo Hamilton-Gaertner filed for chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 17-00271) on Jan. 18, 2017, and is represented by Clayton W. Cheek, Esq. of the The Law Offices of Oliver & Cheek, PLLC. PETERSON PRODUCE: TCF Equipment Objects to Disclosure Statement --------------------------------------------------------------- TCF Equipment Finance, Inc., objects to the Chapter 11 Plan and the accompanying Disclosure Statement filed by Peterson Produce, Inc. TCF complains that the Debtor's Plan does not propose to treat the under-secured and soon to be unsecured debt of TCF in any form or fashion. TCF further complains that the Debtor's Plan uses calculations involving the sum total of all other unsecured claims but does not consider or treat the substantial claim of TCF. Attorney for TCF Equipment Finance: Charles N. Parnell, III, Esq. PARNELL & PARNELL, P.A. Post Office Box 2189 Montgomery, Alabama 36102-2189 Tel: (334) 832-4200 Peterson Produce Inc. Peterson Produce, Inc., is a privately-held trucking company in Summerdale, Alabama. Peterson Produce sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 18-03976) on Oct. 1, 2018. In the petition signed by Paul A. Peterson, president, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Robert M. Galloway, Esq., at Galloway, Wettermark & Rutens, LLP, serves as the Debtor's bankruptcy counsel. Judge Henry A. Callaway presides over the case. PILGRIM'S PRIDE: Fitch Affirms BB LT IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed Pilgrim's Pride Corporation Long-Term Issuer Default Rating and senior unsecured notes at 'BB'. At the same time, Fitch has assigned a first-term time rating of 'BBB-' to PPC's U.S. credit facilities (term loan and revolving credit facilities.) The secured loan is rated two notches above the IDR due to its outstanding recovery prospects. KEY RATING DRIVERS Solid Business Profile: PPC's ratings are supported by its strong business profile as one of the largest chicken processors in the world with a presence in the U.S., Europe, and Mexico. PPC's larger scale provides the company with cost advantages compared to its smaller competitors. U.S. sales represented about 68% of group sales as of FYE18. Product types are fresh chicken products, prepared chicken products, and value-added export chicken products. Fresh chicken sales accounted for 85.7%, 44.2%, and 94.2% of total U.S., U.K. and Europe, and Mexico chicken sales in 2018. Fitch estimates that prepared foods represented about 16% of group sales. The company benefits from sound operating earnings due to its diversified product portfolio, strong distribution, and vertically integrated operations. Improved Leverage: Fitch expects PPC's leverage to improve due to the Positive Outlook for the protein industry, which is supported by growing global demand for chicken. Fitch forecasts PPC's debt to EBITDA ratio to be below 2.5x in 2019 from 2.9x in 2018. Fitch expects PPC to generate about USD1 billion of EBITDA from organic revenue growth and operating efficiencies related to the optimization of production, cost savings and positive FCF. Weak Parent Corporate Governance: The rating is tempered by the rating of PPC's parent company JBS. Fitch views PPC's parent linkage with JBS as moderate because PPC has a degree of ring-fencing from its parent JBS. PPC has minority shareholders represented by independent board members governed by U.S. law due to its listing on the Nasdaq, and there are no cross-default clauses, acceleration clauses or upstream guarantees between PPC and its parent company. PPC's dividends are also subject to the maintenance of debt covenants embedded in the senior secured debt facilities, which provide additional creditor protection. Despite these insulating factors, JBS controls PPC and influences its business and financial strategy; Fitch estimates that PPC represented about 25% of JBS SA's consolidated EBITDA as of FYE18. Acquisition appetite: The rating is tempered by PPC's track record of acquisitions financed by debt, similar to its parent. In September 2017, PPC acquired Moy Park, a leading poultry and prepared foods supplier with operations in the United Kingdom (UK) and Continental Europe in the UK from its parent company JBS S.A for USD1 billion. In January 2017, PPC acquired GNP, a provider of premium branded chicken products in the Upper Midwest, in an all-cash, USD350 million transaction, and Tyson Foods Inc.'s Mexican operation for USD400 million in 2015. In 2014, PPC also attempted to acquire Hillshire brands with an initial transaction value of USD6.4 billion. Favorable Protein Outlook: Fitch expects a positive trend for protein in the USA due to positive consumer demand. Chicken production and exports are forecast to grow by 1% in 2019 according to the USDA. An outbreak of the African swine fever virus in China has severely hurt pork production in that country. This will likely result in more protein products including chicken being directed to China during 2019. Among significant industry risks are a downturn in the economy and consumer demand, the imposition of increased tariffs, and sanitary risks. DERIVATION SUMMARY PPC's business profile is in line for the 'BB' rating category due to its size, profitability, and geographical diversification. The company operates in the U.S., Mexico and Europe (Moy Park) with PPC's U.S. operations representing about 68% of sales and 59% of operating income as of FYE18. PPC has a less diversified product portfolio and lower concentration of more stable value-added products, which exposes the company to higher industry risks. It is also smaller than other U.S. peers such as Tyson Foods, Inc (BBB/Stable) and Cargill Incorporated (A/Stable), which receive synergistic benefits from their scale. The company's credit profile is in line for its rating 'BB' category due to its leverage. PPC reported a total debt/ EBITDA ratio of about 2.9x as of FYE18, which is better than BRF S.A. (BB+/Stable). Fitch expects PPC to improve credit metrics thanks to positive FCF. Constraining the ratings are the weak corporate governance due to its shareholder structure and the more aggressive acquisition strategy of PPC's controlling shareholder and ultimate parent company, JBS. No country-ceiling or operating environment aspects impact the rating. Fitch's parent-subsidiary linkage criteria are applicable due to the shareholder ownership. KEY ASSUMPTIONS -- Steady revenues growth in 2019; -- EBITDA of about USD 1billion in 2019; -- Fitch factors a budget for share buybacks and bolt-on acquisitions; -- Total debt/ EBITDA towards 2.5x in 2019. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - An upgrade of JBS' ratings to BB+ could lead to an upgrade for PPC due to the moderate and strategic linkage with JBS; - Strong FCF. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Total debt/EBITDA above 3.5x on a sustained basis and downgrade of JBS S.A.; -- A downgrade of JBS by one notch will not likely trigger a downgrade of PPC if the leverage of PPC is below 3.5x. A two-notch downgrade of JBS would most likely result of a downgrade of PPC. Fitch would not likely exceed a two-notch rating differential between JBS and PPC at this time. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch views PPC's liquidity as ample and supported by adequate cash on hands, revolver availability, strong cash flow generations, and comfortable amortization profile. As of March 31, 2019, PPC had approximately USD379 million of cash and USD28 million of short-term debt. PIVOTAL HOLDINGS: S&P Assigns 'B-' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned a 'B-' issuer credit rating to Pivotal Holdings Corp. and a 'B-' issue-level rating and '3' recovery rating to its proposed first-lien debt. The '3' recovery rating reflects S&P's expectation of meaningful (50% to 70%, rounded estimate: 65%) recovery in the event of default. The rating actions came after Pivotal Holdings' parent Nuvei Corporation announced that it has reached an agreement to acquire SafeCharge International Group Ltd. for about $889 million. The company is raising a $25 million add-on to the existing $25 million first-lien revolving credit facility, a $330 million add-on to the existing $289 million first-lien term loan, and a new $225 million second-lien term loan. Meanwhile, S&P assigned a 'CCC' issue-level rating and '6' recovery rating to the second-lien term loan. The '6' recovery rating reflects S&P's expectation of negligible (0% to 10%, rounded estimate: 0%) recovery in the event of default. The rating on Nuvei reflects S&P's view of the combined company's small scale, niche end-market focus, and e-commerce capabilities in the highly competitive and fragmented global payments industry. The proposed capital structure consists of total debt outstanding of approximately $844 million and an additional $280 million contribution from its financial sponsors and management, at the parent, in the form of preferred shares and convertible debentures that S&P treats as debt. The contribution is in the form of common equity at Pivotal Holdings and the borrower. Excluding these hybrid instruments in the debt calculations, S&P estimates the transaction will result in initial pro forma leverage in the low-to-mid 8x area, without cost synergies. The rating action also expects minimal cash flow available for debt repayment after merchant portfolio purchases in the first year. The stable outlook reflects S&P's expectation that the company will generate revenue in the low-teen percentage area and increase EBITDA faster than revenue through the realization of cost synergies over of the coming year. Despite initially high leverage and minimal cash flow to repay debt in the first year, the rating agency believes that the acquisition strengthens the company's business model and adds scale that is critical for future sustainable growth. "We could lower the rating if the company were unable to maintain positive cash flow available for debt services or if its financial covenant cushion declined to less than 5%. This could occur if the company experienced integration challenges, material customer attrition, or deterioration in profitability," S&P said, adding that it could also lower the rating if it did not expect the company to maintain sufficient liquidity to meet its debt obligations. "Although unlikely in the near-term, we could raise the rating if the company delivered consistent revenue growth and higher EBITDA margins such that it could maintain leverage consistently below 7x and a free cash flow-to-debt ratio in the mid-single-digit percentages," S&P said. PRIMARY PROVIDERS: New Plan Modifies Treatment of BSB Secured Claim ------------------------------------------------------------------- Primary Providers of Alabama, Inc., filed first amended plan of reorganization dated June 4, 2019. The first amended plan modifies the treatment of the disputed secured claim of BancorpSouth Bank in Class 3. BancorpSouth will be paid in full its approved claim amount over the course of an 84-month term with interest accruing at the contractually agreed rate of 4.00% (Claim 11- 1), with a standard amortization schedule for the term. Except as otherwise provided, this creditor will retain all security interests in any collateral. New payments will not begin until after the Bankruptcy Court has entered a final order determining the amount of this creditor's allowed secured claims, or on the Effective Date, whichever is later. (Estimated monthly payment of $0.00). The previous plan provided that BancorpSouth will be paid over the course of an 120-month term. A copy of the First Amended Plan dated June 4, 2019 is available at https://tinyurl.com/y6op74w7 from Pacermonitor.com at no charge. About Primary Providers Primary Providers of Alabama Inc. is a Medical Group that has 2 practice medical offices located in 1 state 2 cities in the USA. There are 6 health care providers, specializing in Family Practice, Nurse Practitioner, being reported as members of the medical group. Medical taxonomies which are covered by Primary Providers of Alabama Inc. include Adult Health, Nurse Practitioner, Women's Health, Family Medicine, Gerontology, Family. Based in Huntsville, Alabama, Primary Providers of Alabama Inc., filed a voluntary case under Chapter 11 of Title 11, United States Code (Bankr. N.D. Ala. Case No. 18-83207) on Oct. 26, 2018. The owner, Jason Allman, signed the petition. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The case is assigned to Judge Clifton R. Jessup Jr. Tazewell Shepard at Sparkman, Shepard & Morris, P.C., is the Debtor's counsel. QUANTUM CORP: Delays Form 10-K for Year Ended March 31, 2019 ------------------------------------------------------------ Quantum Corporation filed a Form 12b-25 with the U.S. Securities and Exchange Commission notifying the delay in the filing of its annual report on Form 10-K for the year ended March 31, 2019. Quantum Corporation has determined that it is unable to file its Annual Report for the fiscal year ended March 31, 2019 by June 14, 2019, the original due date for that filing, without unreasonable effort or expense due to certain circumstances. The Company received a subpoena from the SEC regarding its accounting practices and internal controls related to revenue recognition for transactions commencing April 1, 2016, which was subsequently revised in discussions with the SEC to include transactions commencing Jan. 1, 2015. In response to the subpoena, the Company has produced certain documents and provided certain information to the Staff of the SEC. Following receipt of the SEC subpoena, the audit committee of the Company's Board of Directors began an independent investigation of the Company's accounting practices and internal control over financial reporting related to revenue recognition for transactions commencing on Jan. 1, 2016 with the assistance of independent advisors. Subsequently, a special committee of the Board consisting of two members of the Audit Committee undertook to continue the investigation. The Company previously announced in its Current Report on Form 8-K filed with the SEC on Sept. 14, 2018 that the Special Committee has substantially completed and finalized its principal findings with respect to its investigation. The principal findings include a determination that the Company engaged in certain business and sales practices that may undermine the Company's historical accounting treatment for transactions with several key distributors and at least one end customer. The identified transactions potentially affected by those practices date from at least the fourth quarter of fiscal 2015 through the fourth quarter of fiscal 2018. The Special Committee also found that these business and sales practices may have resulted in the Company recognizing revenue for certain transactions prior to satisfying the criteria for revenue recognition required under U.S. Generally Accepted Accounting Principles. On Sept. 14, 2018, and as previously disclosed, the Board concluded that the Company's previously issued consolidated financial statements and other financial data for the fiscal years ended March 31, 2015, March 31, 2016 and March 31, 2017, contained in its Annual Reports on Form 10-K, and its condensed consolidated financial statements for the quarters and year-to-date periods ended June 30, 2015, Sept. 30, 2015, Dec. 31, 2015, June 30, 2016, Sept. 30, 2016, Dec. 31, 2016, June 30, 2017 and September 30, 2017 contained in its Quarterly Reports on Form 10-Q should no longer be relied upon because of misstatements. The Board also determined that the Company's disclosures related to those financial statements and related communications issued by or on behalf of the Company with respect to the Non-Reliance Periods, including management's assessment of internal control over financial reporting and disclosure controls and procedures, should no longer be relied upon. The determination by the Board was made upon the recommendation of the Audit Committee, as a result of the investigation described above and after consultation with the Company's management team. The Company has determined that the accounting treatment historically applied by it for certain transactions occurring during the Non-Reliance Periods was not appropriate and inconsistent with the business and sales practices identified in the investigation, which resulted in the Company recognizing revenue for those transactions prior to satisfying the criteria for revenue recognition required under GAAP. Revenue recognized prematurely will be recognized in different historical periods or, where the criteria for recognition of revenue under GAAP have not yet been satisfied, may be recorded in future periods upon satisfaction of the criteria required by GAAP. Based on its preliminary analysis, which remains subject to change, the Company previously reported its estimate that: (i) as of Sept. 30, 2017, the end of the last fiscal quarter publicly reported by the Company, there was between approximately $25 million and $35 million of prematurely recognized revenue in the historical periods that may be recognized in periods subsequent to that date upon satisfaction of the criteria required by GAAP; and (ii) as of March 31, 2019, the end of its most recently completed fiscal quarter, there was between approximately $3 million and $10 million of prematurely recognized revenue in the historical periods that may be recognized in future periods upon satisfaction of the criteria required by GAAP. Additionally, other known misstatements will be corrected in connection with the restatement of the Company's historical financial statements. The Company's management has retained separate advisors to assist it with an assessment of the accounting matters related to the Special Committee investigation, including the periods identified by the Special Committee and prior to those covered by the SEC subpoena, including the determination and quantification of misstatements in these periods. This assessment is ongoing, and although sufficient information is available to support the determination made by the Board, the Company has not yet made any findings on the specific amounts to be set forth in the restated results. In addition, the Company is evaluating the impact of the misstatements on its internal control over financial reporting and disclosure controls and procedures, and expects to report one or more material weaknesses in internal control over financial reporting related to this matter and to report that its internal control over financial reporting and disclosure controls and procedures were not effective as of the Non-Reliance Periods, as applicable, as well as in subsequent periods until such material weakness or weaknesses are remediated. The Company has begun to implement, will continue to implement and will continue to evaluate additional remedial measures based on the findings from the investigation. In connection with the investigation, the Non-Reliance Determination and the misstatements, the Company and its advisors are performing additional work related to the periods included within the Form 10-K, which might result in adjustments to the financial statements and related disclosures. On Jan. 21, 2019, the Company dismissed its independent registered public accounting firm, PricewaterhouseCoopers, and engaged Armanino LLP to audit the Company's consolidated financial statements for the prior periods subject to the restatement as well as for subsequent periods. The Company's work to complete the restatement and to complete the audit work with Armanino is on-going. As a result of these developments, the Company has been unable to complete its preparation and review of its Form 10-K in time to file within the prescribed time period without unreasonable effort or expense. While the Company continues to work expeditiously to conclude this review and file the Form 10-K as soon as practicable, the Company does not anticipate filing such Annual Report on Form 10-K within the five day extension provided by Rule 12b-25(b). The Company will continue to devote the resources necessary to address the Non-Reliance Determination and to complete the filings, which will include financial statements for the fiscal years ended March 31, 2017, 2018, and 2019 including management's assessment of internal control over financial reporting, and for the fiscal quarters ended June 30, 2017, Sept. 30, 2017, Dec. 31, 2017, June 30, 2018, Sept. 30, 2018, Dec. 31, 2018, as soon as practicable. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a scale-out tiered storage, archive and data protection company, providing solutions for capturing, sharing, managing and preserving digital assets over the entire data lifecycle. Quantum's end-to-end, tiered storage foundation enables customers to maximize the value of their data by making it accessible whenever and wherever needed, retaining it indefinitely and reducing total cost and complexity. As of Sept. 30, 2017, Quantum Corp had $211.2 million in total assets, $335.5 million in total liabilities, and a total stockholders' deficit of $124.3 million. RADIAN GROUP: Moody's Rates $450MM Senior Notes 'Ba2' ----------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to $450 million of 4.875% senior notes to be issued by Radian Group Inc. Net proceeds from the offering are expected to be used to fund the purchase of Radian's existing senior notes due in 2020 and 2021 through a tender offer, and remaining proceeds for general corporate purposes, which may include the redemption of some of Radian's outstanding notes. The issuance is a drawdown from a shelf registration filed on February 27, 2017. The notes mature in 2027 and are redeemable at the option of the issuer. The outlook for Radian is stable. RATINGS RATIONALE According to Moody's, Radian's Ba2 senior debt rating reflects its strong position in the US mortgage insurance market, its diverse customer base, its comfortable cushion in its compliance with the GSEs' capital standards (PMIERs) and the firm's improving financial flexibility and debt maturity profile. These strengths are tempered by the commodity-like nature of the mortgage insurance product, the sensitivity of the mortgage insurance business model to economic conditions and the potential for increased price competition in the US mortgage insurance market. Radian Group is among the leading US mortgage insurers with a US private mortgage insurance market share of approximately 19.4% during 2018. Moody's expects Radian's profitability over the near to medium term to remain robust, as favorable macro-economic conditions, including low unemployment rates and rising home prices, keep new mortgage loan defaults low. Following the tender and/or redemption of approximately $432 million of outstanding 2020 and 2021 notes, and taking into consideration the recent maturity of $159 million of notes, Radian's Q1 2019 pro forma adjusted financial leverage will be around 21%, down from 24.2% at year-end 2018, reflecting lower outstanding debt and higher shareholders' equity from organic capital growth. If successful in fully extinguishing its debt obligations maturing in 2020 and 2021, Radian will have significantly improved its debt maturity profile, with the next scheduled major debt maturity not occurring until 2024. While Radian Group is currently unable to upstream ordinary dividends from its main operating subsidiary, Radian Guaranty Inc. (Radian Guaranty – IFS Rating at Baa2), Moody's notes that Radian Guaranty's regulator has approved a tax, interest and expense sharing agreement allowing Radian Group to receive cash from its insurance subsidiaries to make interest payments on its outstanding debt and to pay certain corporate taxes and other expenses. RATINGS DRIVERS The following factors could result in an upgrade of Radian's ratings: (1) improvements in the company's debt laddering structure; (2) adjusted financial leverage in the 20% range; (3) sustained PMIERs compliance with the maintenance of a comfortable capital adequacy buffer; and (4) improved profitability metrics with returns on capital consistent with those of its peers. Conversely, the following factors could lead to a downgrade of the group's ratings: (1) non-compliance with PMIERs; (2) decline in shareholders' equity (including share repurchases) by more than 10% over a rolling twelve month; (3) deterioration in the parent company's ability to meet its debt service requirements; and (4) adjusted financial leverage above 30% The following rating has been assigned: Radian Group Inc. – senior unsecured notes due 2027 at Ba2. Radian Group Inc., through its subsidiaries, provides mortgage insurance and products and services to the real estate and mortgage finance industries. As of March 31, 2019, Radian had primary insurance-in-force of approximately $224 billion and shareholders' equity of approximately $3.7 billion. RAFAEL GOLAN: Ex-Wife Partly Sanctioned for Violating Stay ---------------------------------------------------------- Bankruptcy Judge Mindy A. Mora issued an order denying in part and granting in part Debtor Rafael Golan's motion for sanctions for violation of automatic stay against his ex-wife Susan Vigder. Regarding the ore tenus motion for an order to show cause why the ex-wife's marital attorney, Grant J. Gisondo, should not be held in contempt and sanctioned for violating the automatic stay, the Court denied the motion to the extent it seeks to void the final judgment and deem its entry a stay violation, but granted the motion to the extent it seeks to stay collection activities to enforce payment of Ex-Wife's legal fees. In addition, the Court will issue an order to show cause why Attorney Gisondo should not be held in contempt for violating the automatic stay. Ex-Wife contends that no stay violation occurred because the State Court pronounced its judgment in the divorce proceeding in the Oral Ruling, which was issued well before the Petition Date. Further advancing that argument, Ex-Wife insists that the State Court's entry of the Final Judgment was merely a ministerial act that related back to the Nov. 13, 2018 hearing. Finally, Ex-Wife argues that, if this Court concludes that a stay violation occurred, the Court should nonetheless permit retroactive relief from the automatic stay to validate the Final Judgment. Ex-Wife claims that Debtor's actions after the Oral Ruling support her contention that entry of the Final Judgment did not circumvent the automatic stay. On Dec. 20, 2018, prior to the Petition Date, Debtor filed a verified motion to stay entry of Final Judgment and re-open presentation of evidence in the State Court. Ex-Wife believes that this filing demonstrates Debtor's understanding of the Oral Ruling's finality. Debtor's situation is remarkably similar to the facts in the case of Carver. First, although Debtor has waived a monetary sanction in connection with his Motion, the Court would be hard-pressed to find that a punitive sanctions award against Ex-Wife and Attorney Gisondo serves the underlying purpose of the automatic stay. Second, Debtor created the situation that resulted in the stay violation by not informing all parties of his Bankruptcy Case at the Final Hearing, and failing to include the marital home in his initial schedules. Third, given the eight years that Debtor and Ex-Wife have been litigating over their divorce, it is not far-fetched to view this Bankruptcy Case as just another weapon in Debtor's arsenal to avoid paying alimony to Ex-Wife and the legal fees due to her counsel. If the Ex-Wife had filed a motion for stay relief prior to the Final Hearing, this Court likely would have granted relief to permit exactly what happened: dissolution of the marriage, award of alimony, direction to Debtor to execute the deed transferring title to the marital home to Ex-Wife, and liquidation of the legal fees due to Attorney Gisondo. What the Court would not have permitted is a direction to Debtor to immediately pay the legal fees due to Attorney Gisondo. The payment of Attorney Gisondo's fees will have to await confirmation and substantial consummation of Debtor's chapter 11 plan. Notwithstanding the Court's determination that entry of the Final Judgment did not violate the automatic stay, the commencement of this Bankruptcy Case did affect one directive included in the Final Judgment, namely the requirement that Debtor immediately begin paying Attorney Gisondo's fee award. Following the commencement of Debtor's Bankruptcy Case, the automatic stay prevented Attorney Gisondo from seeking to enforce payment of the legal fees from Debtor's post-petition earnings or from property of the estate. The Court finds that the filing of the Motion to Compel constituted a willful violation of the automatic stay. Attorney Gisondo should have sought stay relief from this Court prior to filing the Motion to Compel. The Court grants Debtor's ore tenus request for an order to show cause why Attorney Gisondo should not be held in contempt for violating the automatic stay, and sanctioned in the amount of the legal fees claimed by Debtor's counsel to prosecute the motion. A copy of the Court's Memorandum Opinion and Order dated May 3, 2019 is available at https://tinyurl.com/y6j8ac5d from Pacermonitor.com at no charge. Rafael Golan filed for chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 19-10339) on Jan. 9, 2019, and is represented by Angelo A. Gasparri, Esq. RELIABLE GALVANIZING: Unsecureds to Get Payment from Sale Proceeds ------------------------------------------------------------------ Reliable Galvanizing Company filed a Chapter 11 Plan and accompanying Disclosure Statement proposing to pay holders of unsecured claims, which total $4,296,867, pro rata distributions from the proceeds of the liquidation of substantially all of the Debtor's assets net of Administrative, priority, and Secured Claims. Class 1 - The Secured Claim of the Cook County Treasurer, to the extent allowed as a Secured Claim under Section 506 of the Bankruptcy Code are impaired. This Claim has been filed as Claim 1-4 in the amount of $12,327. It is a Claim for real estate taxes and as such is expected to be paid at the closing of the sale of the Debtor's real property. Class 3 - The equity interests of shareholders of the company are impaired. In the event that proceeds from the liquidation are sufficient to pay all other Creditors in full, the Holders of Equity Interests shall receive their respective shares of the remaining balance of the proceeds. The Debtor will effectuate the Plan through the proceeds from the liquidation of substantially all of its assets. The Debtor has previously sold all of its personal property and continues to market its real property. If the real property has not been sold before confirmation of the Plan, the Liquidating Debtor will continue to attempt to sell its real property post-confirmation. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y63b5heh from PacerMonitor.com at no charge. The Plan was filed by Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The Golding Law Offices, P.C., in Chicago, Illinois, on behalf of the Debtor. About Reliable Galvanizing Reliable Galvanizing Company operates as an iron and steel metal fabrication company. Serving the Midwest for over 35 years, Reliable Galvanizing offers a process of corrosion protection consisting of dipping steel into a bath of molten zinc producing a progressive zinc and iron alloy layer on the surface. Reliable Galvanizing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-29503) on Oct. 19, 2018. In the petition signed by Michael Eisner, president, the Debtor disclosed $914,187 in assets and $1,022,052 in liabilities. The case is assigned to Judge LaShonda A. Hunt. The Debtor tapped The Golding Law Offices, P.C., as its legal counsel. REMLIW INC: July 18 Disclosure Statement Hearing Set ---------------------------------------------------- Bankruptcy Judge Edward A. Godoy is set to hold a hearing on July 18, 2019 at 9:30 a.m. to consider and rule upon the adequacy of Remliw, Inc.'s disclosure statement. Objections to the form and content of the disclosure statement should be in writing and filed with the court and served not less than 14 days prior to the hearing. The Troubled Company Reporter previously reported that general unsecured claims will be paid on the Effective Date or the Closing Date on a pro-rata basis from the available funds on that dated after payment of Classes I, II, III, and IV. A copy of the Disclosure Statement dated May 31, 2019 is available at https://tinyurl.com/y2t4kes8 from Pacermonitor.com at no charge. A copy of the Liquidation Plan is available at https://tinyurl.com/y4hk5m9s from Pacermonitor.com at no charge. About Remliw, Inc. Remliw Inc. is a privately held company, which owns a motel located at Carr 639 Km 2.1 Arecibo, Puerto Rico. Remliw Inc. filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-01179) on March 2, 2019. In the petition signed by Wilmer Tacoronte Negron, administrator, the Debtor disclosed $2,776,090 in total liabilities. Damaris Quinones Vargas, Esq., at LCDA Damaris Quinones, is the Debtor's counsel. RETRIEVAL-MASTERS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Retrieval-Masters Creditors Bureau, Inc. aka American Medical Collection Agency 4 Westchester Plaza, Suite 110 Elmsford, NY 10523 Business Description: Founded in 1977, Retrieval-Masters Creditors Bureau is a recovery agency for consumer collections. The Company services laboratories, hospitals, and physician groups. On the web: http://www.retrievalmasters.com/ Chapter 11 Petition Date: June 17, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-23185 Judge: Hon. Robert D. Drain Debtor's Counsel: Steven Wilamowsky, Esq. CHAPMAN AND CUTLER LLP 1270 Avenue of the Americas, 30th Floor New York, NY 10020 Tel: (212) 655-6000 Fax: (212) 697-7210 E-mail: wilamowsky@chapman.com Debtor's Regulatory Counsel: MORVILLO ABRAMOWITZ GRAND IASON & ANELLO P.C. Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Russell Fuchs, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-23185.pdf REWALK ROBOTICS: Armistice Capital Has 4.9% Stake as of June 5 -------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Armistice Capital, LLC, Armistice Capital Master Fund Ltd., and Steven Boyd reported that as of June 5, 2019, they beneficially own 313,246 ordinary shares of ReWalk Robotics Ltd., representing 4.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/06GlqC About ReWalk Robotics ReWalk Robotics Ltd. -- http://www.rewalk.com/-- develops, manufactures and markets wearable robotic exoskeletons for individuals with lower limb disabilities as a result of spinal cord injury or stroke. ReWalk's mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. ReWalk incurred a net loss of $21.67 million in 2018, a net loss of $24.71 million in 2017, and a net loss of $32.50 million in 2016. As of March 31, 2019, the Company had $17.03 million in total assets, $14.98 million in total liabilities, and $2.05 million in total shareholders' equity. Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in Haifa, Israel, issued a "going concern" qualification in its report dated Feb. 8, 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 stated that substantial doubt exists about the Company's ability to continue as a going concern. RICH'S FOOD: Plan Proposes Continuation of Business --------------------------------------------------- Rich's Food Stores, LLC, filed a Plan of Reorganization and accompanying disclosure statement contemplating a continuation of the Debtor's business and a reorganization of the Debtor's debts. The debtor intends to satisfy creditor claims from income earned through continued operations of its business. Class 7: General Unsecured Claims. Claims of IRS, Pepsi Bottling Ventures, NC DOR, Strategic Funding, Diversified Energy, Village Company, LLC, FSI Mechanical, Inc., American Express National Bank, Chase (disputed, no claim filed), Donald Mong (disputed, no claim filed), Institutional Food House, Inc., MSPark, PSNC Energy, Town of Apex, United Community Bank (disputed, no claim filed), Fayetteville Swampdogs (disputed, no claim filed) and Valley Proteins, Inc. (disputed, no claim filed) with a total of $446,429.79. Class 10: Equity Security Holders. Kenneth Norman Rich- 50% ownership and Tara Rich – 50% ownership no claim filed. The Debtor proposes to make payments under the plan from: funds on hand; and net proceeds from the sale of any assets, if any; any funds derived from the Debtor's business operations; and any funds received from actions under Chapter 5 of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated June 5, 2019, is available at https://tinyurl.com/y6a2nwq6 from PacerMonitor.com at no charge. About Rich's Food Stores Based in Wallace, North Carolina, Rich's Food Stores, LLC, dba Hwy 55 Wallace, dba Hwy 55 Fayetteville, dba Hwy 55 Burgaw, dba Hwy 55 Castle Hayne, a franchisee of the Hwy 55 burgers restaurant, filed a voluntary Chapter 11 Petition (Bankr. E.D.N.C. Case No. 19-00504) on February 5, 2019. The case is assigned to Hon. Joseph N. Callaway. The Debtor's counsel is Richard Preston Cook, Esq., at Richard P. Cook, PLLC, in Wilmington, North Carolina. At the time of filing, the Debtor had total assets of $755,009 and total liabilities of $1,503,316. The petition was signed by Kenneth Norman Rich, member/manager. SCIENTIFIC GAMES: Stockholders Elect 12 Directors ------------------------------------------------- At Scientific Games Corporation's annual meeting of stockholders held on June 12, 2019, the stockholders: (1) elected Ronald O. Perelman, Barry L. Cottle, Peter A. Cohen, Richard M. Haddrill, David L. Kennedy, Paul M. Meister, Michael J. Regan, Barry F. Schwartz, Frances F. Townsend, Kneeland C. Youngblood, Jack A. Markell, and Maria T. Vullo to the Company's Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) approved the 2003 Plan; and (4) ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending Dec. 31, 2019. The amendment to the 2003 Incentive Compensation Plan increases the number of shares reserved under the 2003 Plan by 3,500,000 shares from approximately 19,400,000 to approximately 22,900,000. The amendment also made a number of administrative and technical updates to the 2003 Plan, including: * clarifying that awards are subject to the Company's clawback policy; * requiring that dividends and dividend equivalents payable on awards will accumulate until vesting and be paid only on vested awards; * adding an annual limit of $750,000 on non-employee director compensation; and * eliminating certain administrative provisions and references to Section 162(m), in light of changes to Section 162(m) of the Internal Revenue Code made by the Tax Cuts and Jobs Act of 2017. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ:SGMS) -- http://www.scientificgames.com-- is a developer of technology-based products and services and associated content for the worldwide gaming, lottery, social and digital gaming industries. Its portfolio of revenue-generating activities primarily includes supplying gaming machines and game content, casino-management systems and table game products and services to licensed gaming entities; providing instant and draw-based lottery products, lottery systems and lottery content and services to lottery operators; providing social casino solutions to retail consumers and regulated gaming entities, as applicable; and providing a comprehensive suite of digital RMG and sports wagering solutions, distribution platforms, content, products and services. Scientific Games reported a net loss of $352.4 million for the year ended Dec. 31, 2018, compared to a net loss of $242.3 million on $3.08 for the year ended Dec. 31, 2017. As of March 31, 2019, Scientific Games had $8.83 billion in total assets, $11.26 billion in total liabilities, and a total stockholders' deficit of $2.42 billion. SELECTA BIOSCIENCES: Stockholders Elect Two Directors ----------------------------------------------------- Selecta Biosciences, Inc. held its Annual Meeting of Stockholders on June 14, 2019, at which the stockholders elected Timothy C. Barabe and Carsten Brunn, Ph.D. as Class III directors to serve until the 2022 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified. The stockholders also ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2019. About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of March 31, 2019, Selecta Biosciences had $62.48 million in total assets, $47.66 million in total liabilities, and $14.81 million in total stockholders' equity. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SMALL-BULMAN FARMS: Ward and Smith Represents 2 Claimants --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Ward and Smith, P.A. provided notice that it is representing these creditors in the Chapter 11 cases of Small-Bulman Farms, Inc.: (1) Southern Bank and Trust Company (2) Meherrin Agricultural & Chemical Company Southern Bank, a financial institution, is authorized to do business in North Carolina, and has a principal place of business and corporate offices located at P.O. Box 729, 116 East Main Street, Mount Olive, NC 28365. Southern Bank is a "creditor" of the Debtor. Southern Bank is owed approximately $864,455. Meherrin, a corporation, is authorized to do business in North Carolina, and has a principal place of business and corporate offices located at 413 Main Street, Severn, NC 27877. Meherrin is a "creditor" of the Debtor. Meherrin is owed approximately $306,267. The Firm can be reached at: Ward and Smith, P.A. Paul A. Fanning, Esq. E-mail: paf@wardandsmith.com Post Office Box 8088 Greenville, NC 27835-8088 Telephone: 252.215.4000 Facsimile: 252.215.4077 About Small-Bulman Farms Small-Bulman Farms, Inc., operates a farm that grows corn, wheat, soybeans and cabbage. Small-Bulman Farms sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 18-05584) on Nov. 16, 2018. The company disclosed total assets of $1,372,920 and total liabilities of $3,275,225 as of the bankruptcy filing. The Hon. Stephani W. Humrickhouse is the case judge. STUBBS & PERDUE, P.A., led by Blake Y. Boyette, and Trawick H Stubbs, Jr., Esq., is the Debtor's counsel. STEPHAN A. KOHNEN: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Stephan A. Kohnen, D.M.D., P.A. dba Post Oak Perio & Implant Center 50 Briar Hollow Lane, Suite 105 Houston, TX 77027-9343 Business Description: Stephan A. Kohnen, D.M.D., P.A., owns and operates a periodontal clinic in Houston, Texas specializing in the treatment of gum disease and placement of dental implants. Chapter 11 Petition Date: June 14, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-33348 Judge: Hon. David R. Jones Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 E-mail: margaret@mmmcclurelaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Stephan A. Kohnen, chief executive officer. The Debtor failed to submit a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-33348.pdf TRIDENT HOLDING: Exclusivity Period Extended Until Aug. 9 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended the period during which Trident Holding Company, LLC 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. 8. The companies on May 8 filed their proposed joint plan of reorganization and their disclosure statement, which was approved by the court for solicitation. A hearing on confirmation of the plan is set for July 15. About Trident Holding Trident -- http://www.tridentusahealth.com/-- is a national provider of bedside diagnostic and related services in the United States, with operations in more than 35 states serving more than 12,000 post -acute care, assisted living facilities, and correctional facilities. It provides a high volume of services including X-ray, ultrasound, laboratory, cardiac monitoring, vascular access services, on-site nurse practitioner-based primary care and more. Trident employs approximately 5,600 people. Trident Holding Company, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-10384) on Feb. 10, 2019. The Debtors disclosed $584 million in assets and $867 million in liabilities as of as of Dec. 31, 2018. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and Togut, Segal & Segal LLP as their legal counsel; PJT Partners LP as investment banker and financial advisor; Ankura Consulting Group, LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims and noticing agent and administrative advisor. On Feb. 20, 2019, five entities were named to compose the official committee of unsecured creditors in the Debtors' cases. The Committee tapped Kirkland Townsend & Stockton LLP as counsel. TS EMPLOYMENT: Trustee Suit vs Kosoff Dismissed Without Prejudice ----------------------------------------------------------------- In the adversary proceeding captioned JAMES S. FELTMAN, not individually but solely as chapter 11 trustee for TS Employment, Inc., Plaintiff, v. KOSSOFF & KOSSOFF LLP and IRWIN KOSSOFF, Defendants, Adv. Proc. No. 18-1649 (MG) (Bankr. S.D.N.Y.), Bankruptcy Judge Martin Glenn granted the Defendants' motion to dismiss the Trustee's amended complaint without prejudice and with leave to amend. This adversary proceeding was commenced by the Chapter 11 Trustee of TS Employment, Inc.'s against TSE's former accountants. Because of their conduct, TSE and its creditors allegedly suffered more than $100 million in losses before TSE filed for bankruptcy protection in February 2015. Courts use a two-pronged approach when considering a motion to dismiss. First, the court must accept all factual allegations in the complaint as true, discounting legal conclusions clothed in factual garb. Second, the court must determine if these well-pleaded factual allegations state a "plausible claim for relief." The parties here do not distinguish between the in pari delicto doctrine and the Wagoner rule in their filings. The Court analyzes the parties' arguments under the Wagoner rule and two of its exceptions -- the non-statutory insider exception and the adverse interest exception. When identifying non-statutory insiders, courts look to a list of non-exclusive factors: (1) the close relationship between the debtor and the third party; (2) the degree of the individual's involvement in the debtor's affairs; (3) whether the defendant had opportunities to self-deal; and (4) whether the defendant holds or held a controlling interest in the debtor corporation. The Trustee argues that Defendants' status as non-statutory insiders precludes application of the Wagoner rule. Specifically, the Trustee contends that Defendants were for all practical purposes the chief financial officer, treasurer, and controller of TSE, and thus non-statutory insiders of TSE. Irrespective of their title, they enjoyed unfettered control over the maintenance of TSE's books and records, prepared TSE's financial reports, and prepared and filed all of TSE's tax forms. The Trustee further contends that the Defendants acted with autonomy. TSE had no employees or acting senior management, who assisted, provided or supervised the services rendered by Defendants. Thus, Defendants allegedly were not third parties conspiring with management--they were management. Since the Complaint sufficiently alleges a close relationship between the Debtor and Defendants, the first factor weighs in favor of insider status. Since at least 1995, Defendants had been providing accounting services to Tri-State Group entities and/or Cassera. After TSE was incorporated and began providing PEO services to CRS in 2011, Defendants expanded the scope of their work to provide outside accounting services to TSE as well. Mr. Kossoff and Cassera traveled together regularly by private jet from Florida to New York, where Tri-State and CRS were headquartered. They met frequently concerning Tri-State and Cassera's businesses, and Defendants advised on all financial matters involving Tri-State and Cassera's other businesses. (Id.) Indeed, after TSE's massive unpaid tax liabilities were discovered, Mr. Kossoff made presentations on behalf of Cassera to CRS's board of directors, claiming that the unpaid payroll tax liability was a "surprise" and had been "unknown." The allegations in the Complaint fail to satisfy the second factor -- degree of involvement. The Complaint alleges that Defendants "provided accounting services to TSE, kept its books and records, prepared TSE financial statements, prepared dozens of TSE tax returns, and had direct and unfettered input and access to TSE's financial reporting systems." It is unclear from these allegations whether Defendants' involvement essentially fulfilled the roles ordinarily carried out by a company's senior internal financial and accounting personnel (since TSE did not have a CFO or Treasurer), such as making decisions regarding how to account for the Debtor's business activities, which would arguably trigger the non-statutory insider exception, or, rather, whether Defendants only acted in the traditional role of outside accountants. The Complaint here does not allege that Defendants exerted significant influence over decisions that affected the Debtor's operations. The distinction between the roles of senior internal financial and accounting personnel and of outside accountants is important in deciding whether the Defendants were non-statutory insiders. The Wagoner rule has often been applied to dismiss claims against a debtor's outside accountants. The third and fourth factors -- self-dealing and controlling interest -- weigh against insider status. The Complaint does not plead self-dealing by the Defendants; nor does it plead that Defendants hold any interest in TSE, let alone a controlling one. Given that only the first factor favors the Trustee's position, the Court concludes that the Complaint does not support a plausible inference of the non-statutory insider exception. During oral argument, however, the Trustee's counsel argued that there are additional facts that can be alleged in good faith demonstrating that these Defendants acted effectively as TSE's CFO, Treasurer or other senior finance and accounting personnel, who made important accounting decisions that facilitated the massive fraud. It is clear to the Court that through the extensive investigation conducted by the Trustee relating to the CRS Debtors since this Complaint was filed in October 2018, the Trustee may well have developed sufficient facts to satisfy the requirements for the non-statutory insider exception. He deserves a chance to do so. Consequently, dismissal here will be without prejudice and with leave to amend. A copy of the Court's Memorandum Opinion and Order dated March 7, 2019 is available at https://bit.ly/2XfYorM from Leagle.com. James S. Feltman, Not Individually But Solely As Chapter 11 Trustee For TS Employment, Inc., Plaintiff, represented by Vincent Edward Lazar -- vlazar@jenner.com -- Jenner & Block LLP & Carl N. Wedoff -- cwedoff@jenner.com -- Jenner & Block LLP. Kossoff & Kossoff LLP & Irwin Kossoff, Defendants, represented by Jeffrey Chubak -- jchubak@storchamini.com -- Storch Amini PC. About TS Employment Inc. Based in New York, TS Employment Inc. is a professional employer organization that provides payroll-related services. Its only customer is publicly held Corporate Resource Services, Inc., a diversified technology, staffing, recruiting, and consulting services firm. TS processes payroll of up to 30,000 employees. TS Employment sought Chapter 11 for protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. Judge Martin Glenn is assigned to the case. The Debtor estimated at least $100 million in assets and debt. The Debtor tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. James S. Feltman serves as Chapter 11 trustee. The Chapter 11 Trustee retains Friedman LLP as special accountant and Mesirow Financial Consulting, LLC, as accountant to provide accounting, forensic, and investigatory services. TTM TECHNOLOGIES: Egan-Jones Lowers Sr. Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 6, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by TTM Technologies Inc. to BB- from BB. TTM Technologies, Inc. was founded in 1978 and is headquartered in Costa Mesa, California. ULTRA PETROLEUM: Extends Exchange Offer Deadlines to June 21 ------------------------------------------------------------ With respect to the previously announced private offer to exchange outstanding 7.125% Senior Notes due 2025 of Ultra Petroleum Corp.'s wholly owned subsidiary, Ultra Resources, Inc., for up to $90.0 million aggregate principal amount of new 9.00% Cash / 2.50% PIK Senior Secured Third Lien Notes due 2024 of Ultra Resources, the Company has extended the Early Participation Date and the Withdrawal Deadline to 5:00 p.m., New York City time, on Friday, June 21, 2019. All other terms and conditions of the Exchange Offer as set forth in the confidential offering memorandum dated May 9, 2019 and related letter of transmittal remain unchanged. The Exchange Offer is conditioned on the satisfaction or waiver of certain conditions as described in the Offering Documents. The Exchange Offer for the 2025 Notes may be amended, extended or terminated by Ultra Resources at its sole option. The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to beneficial holders of the 2025 Notes that have properly completed and returned an eligibility form confirming that they are (1) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) not a "U.S. person" and are outside of the United States within the meaning of Regulation S under the Securities Act and, if resident in Canada, (x) an "accredited investor," as defined in National Instrument 45-106 -- Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), that either would acquire the Third Lien Notes for its own account or would be deemed to be acquiring the Third Lien Notes as principal by applicable law, (y) a "permitted client" within the meaning of NI 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (z) a resident of the province of Alberta, British Columbia, Manitoba, Ontario, Quebec or Saskatchewan. Holders of the 2025 Notes who desire to obtain and complete an eligibility form should contact the information agent and exchange agent, D.F. King & Co., Inc., at (800) 967-5074 (toll-free) or (212) 269-5550 (for banks and brokers), or via the following website: www.dfking.com/UPL or email upl@dfking.com. Eligible holders are urged to carefully read the Offering Documents before making any decision with respect to the Exchange Offer. None of the Company, Ultra Resources, the dealer manager, the trustee with respect to the 2025 Notes and the Third Lien Notes, the exchange agent, the information agent or any affiliate of any of them makes any recommendation as to whether eligible holders of the 2025 Notes should exchange their 2025 Notes for Third Lien Notes in the Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decision as to whether to tender 2025 Notes and, if so, the principal amount of 2025 Notes to tender. The Third Lien Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission under the Securities Act, or any state or foreign securities laws. The Third Lien Notes may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Third Lien Notes will not be qualified for distribution under applicable Canadian securities laws and, accordingly, any distribution of Third Lien Notes to persons resident in Canada will be made only pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws. The Exchange Offer is not being made to holders of 2025 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- http://www.ultrapetroleum.com/-- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of March 31, 2019, the Company had $1.83 billion in total assets, $2.74 billion in total liabilities, and a total shareholders' deficit of $914 million. On Jan. 29, 2019, Ultra Petroleum received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that its common shares, no par value, closed below the $1.00 per share minimum bid price required by NASDAQ Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's notice had no immediate effect on the listing or trading of the Company's common shares, which will continue to trade on The NASDAQ Global Select Market under the symbol "UPL". In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic period of 180 calendar days, or until July 29, 2019, to achieve compliance with the minimum bid price requirement. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. WAYPOINT LEASING: Provision on Plan Solicitation Removed -------------------------------------------------------- Waypoint Leasing Holdings Ltd. and certain of its subsidiaries and affiliates filed a disclosure statement for its second amended modified chapter 11 plan of liquidation dated June 3, 2019. This latest filing removed several provisions including the plan's solicitation. A copy of the Disclosure Statement dated June 3, 2019 is available at https://tinyurl.com/y5v7vy9l from kccllc.net at no charge. A redlined copy of the Disclosure Statement is available at https://tinyurl.com/yywhsu2r from kccllc.net at no charge. About Waypoint Leasing Waypoint Leasing -- http://waypointleasing.com/-- is a global helicopter leasing company founded in 2013 focused on acquiring and leasing rotary wing aircraft to helicopter operators throughout the world. Though the Debtors lease aircraft to operators in the emergency medical, search and rescue, and utility sectors, the majority of the Debtors' lessees are helicopter service providers servicing the offshore oil and gas industry. The company is headquartered in Limerick, Ireland. Waypoint Leasing Holdings Ltd. and 142 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-13648) on Nov. 25, 2018 to facilitate the sale of the assets to a new owner. The Debtors disclosed $1.62 billion in total assets and $1.23 billion in liabilities as of Oct. 31, 2018. The Honorable Stuart M. Bernstein is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Houlihan Lokey Capital, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; Accenture LLP as corporate advisor; and Kurtzman Carson Consultants LLC as claims and administrative agent. WEBSTER PLACE: Exclusive Plan Filing Period Extended to Aug. 31 --------------------------------------------------------------- Judge Jack Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois extended the period during which Webster Place Athletic Club LLC has the exclusive right to file a Chapter 11 plan through Aug. 31, and to solicit acceptances for the plan through Oct. 31. The bankruptcy judge also moved the deadline for the company to file a plan and disclosure statement to July 31 and the status hearing to Aug. 1, at 10:30 a.m. About Webster Place Athletic Club Webster Place Athletic Club LLC owns and operates an upscale athletic club and physical fitness facility located at 1455 West Webster Avenue, Stores 4 and 5, Chicago. Webster Place Athletic Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-30466) on Oct. 30, 2018. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Jack B. Schmetterer is the case judge. Burke, Warren, MacKay & Serritella, P.C., is the Debtor's legal counsel. WINDSTREAM HOLDINGS: Seeks More Time to File Bankruptcy Plan ------------------------------------------------------------ Windstream Holdings, Inc. asked the U.S. Bankruptcy Court for the Southern District of New York to extend the period during which the company and its affiliates have the exclusive right to file a Chapter 11 plan through March 23, 2020, and to solicit acceptances for the plan through May 22, 2020. Since their bankruptcy filing, the companies have made significant progress to reorganize their affairs, including securing $1 billion in debtor-in-possession financing, stabilizing their business operations, preparing a business plan, and working diligently towards emergence from their Chapter 11 cases. The companies, however, believe that much work still remains to be done. The extension, if granted by the court, would give the companies more time to, among other things, negotiate the terms of their financial restructuring and complete an investigation of the bankruptcy estates' claims, according to court filings. 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; Kurtzman Carson Consultants as notice and claims agent; and KPMG LLP as tax consultants. 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. YELLOW PAGES: S&P Raises 8% Exchangeable Debentures Rating to 'B-' ------------------------------------------------------------------ S&P Global Ratings raised its issue-level rating on Yellow Pages Ltd.'s 8% senior subordinated exchangeable debentures to 'B-' from 'CCC'. S&P also revised its recovery rating on the debentures to '3' from '6'. A '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in a default scenario. The upgrade reflects S&P's view of improved recovery prospects for the debenture holders following the company's C$90 million redemption on its 10% senior secured notes. Yellow Pages made a mandatory redemption payment of C$51 million on May 31, 2019, and an optional redemption of C$40 million on June 13 on its senior secured notes. Given the significant repayment, the company's senior secured debt balances are materially lower than what S&P had previously anticipated. This results in better recovery prospects for debenture holders in a hypothetical default scenario. Despite the significant reduction in balance-sheet debt, S&P does not expect continued improvement in the company's credit metrics. It expects EBITDA to remain pressured reflecting Yellow Pages' ongoing customer attrition and revenue deterioration owing to the company's limited pricing power, weak market position, and industry shift toward digital advertising from print-based platforms. The rating agency forecasts the company's S&P's adjusted debt-to-EBITDA would remain close to 2.5x-3.0x in the next 12 months. The ratings also incorporate volatility in the company's credit measures because of a persistent structural decline under way for directory publishers such as Yellow Pages. Yellow Pages generated stronger-than-expected free cash flow (S&P Global Ratings-adjusted) of about C$124 million for the last 12 months (LTM) to March 31 2019, because of a significant reduction in its cost structure, including its workforce office space footprint, and other spending across the company, despite steep revenue declines in both its print and digital media segments. The stable outlook on Yellow Pages reflects S&P's expectation that the company will continue to generate positive free cash flows in the next 12-18 months, which allows it to repay debt and cover its fixed charges. The rating agency also expects the company will maintain adequate liquidity. "We could downgrade the company if declines in digital revenue accelerate, necessitating ongoing restructuring charges and contributing to significant declines in EBITDA and free cash flow. A downgrade would likely occur if we come to believe that the company cannot execute on its revenue growth strategy leaving Yellow Pages with an unsustainable capital structure," S&P said. "Although unlikely, we could raise the rating if the company demonstrates stronger business fundamentals through sustained margin improvement and positive revenue growth," the rating agency said. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. 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