/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190621.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 21, 2019, Vol. 23, No. 171 Headlines 2601 OPERATING: U.S. Trustee Unable to Appoint Committee 3B GLOBAL: July 22 Hearing on Plan Confirmation Set ADVISOR GROUP: Moody's Assigns B2 CFR, Outlook Stable AEGERION PHARMACEUTICALS: Latham, King Represent Athyrium et al. AEGERION PHARMACEUTICALS: Seeks Court Approval to Hire Prime Clerk AEGERION PHARMACEUTICALS: Seeks to Hire AP Services, Appoint CRO AEGERION PHARMACEUTICALS: Seeks to Hire Willkie Farr as Counsel AEGERION PHARMACEUTICALS: Taps Moelis as Financial Advisor AESTHETIC DENTISTRY: Aug. 22 Plan Confirmation Hearing ALABAMA PETROLEUM: July 16 Hearing on Disclosure Statement ALKHAIRY HOSPITALITY: Creditors to Get Payments Over 3 Years ALLIANCE HEALTHCARE: Moody's Lowers CFR to B3, Outlook Negative AMAZING ENERGY: Needs More Funds to Continue as a Going Concern AMERIPRO AUTO: Files Addendum to Plan, Disclosure Statement APG SUBS: Case Summary & 8 Unsecured Creditors ARIZONA AIRCRAFT: U.S. Trustee Unable to Appoint Committee ART & DENTISTRY: Case Summary & 20 Largest Unsecured Creditors AVINGER INC: Stockholders Approve 5 Proposals at Annual Meeting AVIS BUDGET: Moody's Rates $400MM Sr. Unsec. Notes B1, Outlook Pos. BLACK IRON: Taps Secretariat Advisors as Consultant BLACKBAUD INC: Egan-Jones Lowers Senior Unsecured Ratings to BB+ BLOOMINGDALE AVENUE: Case Summary & 9 Unsecured Creditors BOOKER-EVERS REAL: Plan and Disclosures Hearing Set for June 25 BRISTOW GROUP: Porter, Kramer Represent Unsecured Noteholders CADENCE BANCORPORATION: S&P Assigns 'BB+' LT ICR; Outlook Stable CARE PRODUCTS: July 31 Plan Confirmation Evidentiary Hearing CARROLL REALTY: Hires Donna MP Wilson as Special Counsel CEDAR FAIR: S&P Alters Outlook to Negative, Affirms 'BB' ICR CHARLES F. HAMBLEN: U.S. Trustee Unable to Appoint Committee CLEAN HARBORS: S&P Rates $800MM Senior Unsecured Notes 'BB+' COAST TO COAST: Keystone Objects to Disclosure Statement CONIFER VETERINARY: July 17 Hearing on Disclosure Statement CREDIT MANAGEMENT: July 31 Plan Confirmation Hearing CYTORI THERAPEUTICS: Adjourns Annual Meeting Until June 27 DDS 2019: Files Chapter 11 Plan of Liquidation DELCATH SYSTEMS: Incurs $19.2-Mil. Net Loss for Year Ended Dec. 31 DIVERSIFIED RESOURCES: U.S. Trustee Forms 5-Member Committee DYNCORP INTERNATIONAL: S&P Affirms 'BB' Rating on First-Lien Debt EAGLEVIEW TECHNOLOGY: S&P Lowers ICR to 'B-' on Elevated Leverage ELITE PHARMACEUTICALS: Delays Filing Fiscal 2019 Annual Report ELK PETROLEUM: Hires Pinsonnault of Ankura Consulting as CRO F4 VENTURES: July 16 Plan Confirmation Hearing FARROW GROUP: Unsecureds to Receive 100% of Allowed Claims FC BACKGROUND: Case Summary & 20 Largest Unsecured Creditors FIRSTENERGY SOLUTIONS: Noteholders File 4th Modified Statement FLEX ACQUISITION: S&P Alters Outlook to Negative, Affirms 'B' ICR FRANK THEATRES: Discloses $14.5MM Exit Facility in New Plan FUSION CONNECT: U.S. Trustee Forms 3-Member Committee GREATER APOSTOLIC: Seeks to Hire Coldwell as Real Estate Agent GREENWAY SERVICES: Seeks to Hire Copeland Law as Counsel HEARTLAND DENTAL: S&P Rates Incremental First-Lien Term Loan 'B-' HELIOS AND MATHESON: Inks Indemnification Agreement with Acting CFO HERMITAGE INN REAL: Seeks to Hire Neubert Pepe as Counsel I.K.E. ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors INSPIRED ENTERTAINMENT: Moody's Assigns B1 CFR, Outlook Stable KEANE GROUP: S&P Affirms 'B+' ICR on C&J Merger; Outlook Stable KEMET CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ KEY ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to CCC KW1 LLC: Hires William R. Stewart Associates as Accountant KWIKPRINT MANUFACTURING: U.S. Trustee Unable to Appoint Committee LAKEWAY PUBLISHERS: Seeks to Hire Craine Thompson as Accountant LAKEWAY PUBLISHERS: Taps Quist Fitzpatrick as Legal Counsel LAREDO PETROLEUM: Egan-Jones Lowers Sr. Unsecured Ratings to BB- LEGACY RESERVES: Business as Usual, Expects Quick Bankruptcy Exit LEGACY RESERVES: GSO, Bondholders Back Debt-to-Equity Plan LEGACY RESERVES: Schedule of GSO, Bondholders' Backstop Commitment LGO TRANSPORT: U.S. Trustee Unable to Appoint Committee LIFE ON EARTH: Incurs $1.1-Mil. Net Loss for Quarter Ended Feb. 28 LPL HOLDINGS: Moody's Raises CFR to Ba2, Outlook Positive M & C PARTNERSHIP: Hires Congeni Law Firm as Counsel MANNKIND CORP: Defers $5M Principal Payment Under Credit Facility MEDCISION LLC: Hires Bowles & Verna as Special Counsel MEDIDATA SOLUTIONS: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ MIDATECH PHARMA: All Resolutions Passed at Annual Meeting MILLERBERND SYSTEMS: Seeks to Hire Piehl Hanson as Accountant MONAKER GROUP: Reports $4.3M Net Income for Year Ended Feb. 28 MULTICULTURAL COMMUNITY: Seeks to Hire Brian K. McMahon as Counsel MUNDO MEDIA: Liquidating in Canada; Receiver Files Chapter 15 NOAH CORPORATION: Taps Durham Jones as Legal Counsel NORBORD INC: S&P Rates US$350MM Sr. Secured Notes 'BB+' NORTHERN DYNASTY: Enters Into $5M Bought Deal Equity Financing NORTHWEST ACQUISITIONS: S&P Cuts ICR to 'B'; Ratings on Watch Neg. NOVABAY PHARMACEUTICALS: Signs $2.4-Mil. Securities Purchase Deal NUTRIBAND INC: Incurs $573,000 Net Loss for Quarter Ended April 30 OLMOS COMPANIES: Hires Kuper Sotheby's as Real Estate Broker OLMOS COMPANIES: Seeks to Hire William B. Kingman as Counsel ORANGE COUNTY INSURANCE: Case Summary & 9 Unsecured Creditors OSCAR SQUARED: Discloses Hiring of AMC to Recover Unclaimed Funds PHI INC: Egan-Jones Withdraws C Senior Unsecured Ratings PM RADIOLOGY: Voluntary Chapter 11 Case Summary PRECIPIO INC: Stockholders Elect Two Directors PROPULSION ACQUISITION: S&P Lowers ICR to 'B-'; Outlook Stable PURE BIOSCIENCE: Incurs $1.9M Net Loss for Quarter Ended April 30 REXNORD LLC: S&P Hikes ICR to BB on Improved Operating Performance S&B PROPERTIES: Seeks to Hire Stanley A. Zlotoff as Counsel SEARS HOLDINGS: Ex-Employees Defend Retirees Committee Appointment SECURED CAPITAL: U.S. Trustee Forms 5-Member Committee SIGNATURE PACK: Hires James B. Ardrey as Restructuring Advisor SIRIUS XM: S&P Rates New $750MM Sr. Unsecured Notes Due 2024 'BB' SIT-CO LLC: Seeks to Hire John Friend & Co. as Accountant SKYLINE RIDGE: Seeks Court Approval to Hire Expert Witness SPAR BUSINESS: Treatment of Unsecured Claims Modified in New Plan SPORTCO HOLDINGS: U.S. Trustee Forms 7-Member Committee T CAT ENTERPRISE: New Plan Modifies Treatment of AB's Secure Claim TALEN ENERGY: Moody's Hikes Ratings on $240MM Unsec. Notes to B3 TEEKAY CORP: Egan-Jones Hikes Senior Unsecured Ratings to B TENNECO INC: Egan-Jones Lowers Senior Unsecured Ratings to BB TOMS SHOES: S&P Lowers ICR to CCC on Possible Distressed Exchange TRANSPLACE HOLDINGS: S&P Alters Outlook to Pos., Affirms 'B-' ICR UFS HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B-' ICR UPAY INC: M&K CPAS, PLLC Raises Going Concern Doubt WESTWIND MANOR: Hires Sidley Austin as Special Counsel WORK & SON INC: Hires Colliers as Real Estate Broker YORK RISK: Moody's Affirms Caa1 CFR, Outlook Stable ********* 2601 OPERATING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of 2601 Operating LLC as of June 17, according to a court docket. About 2601 Operating 2601 Operating, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-04138) on April 9, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Keery McCue, PLLC. 3B GLOBAL: July 22 Hearing on Plan Confirmation Set --------------------------------------------------- Bankruptcy Judge Caryl E. Delano conditionally approved 3B Global, LLC's disclosure statement referring to a chapter 11 plan. Any written objections to the disclosure statement and objections to confirmation must be filed no later than seven days prior to the confirmation hearing. Written ballot accepting or rejecting the plan must be filed no later than 8 days before the confirmation hearing. The Court will conduct a hearing on confirmation of the Plan on July 22, 2019 at 2:00 p.m. in Tampa, FL - Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. About 3B Global LLC 3B Global, LLC, which conducts business under the name Suncoast Liquidators -- https://www.suncoastliquidators.com/ -- specializes in closeouts, liquidation, overstock, & surplus inventory from major department stores and manufacturers in the USA. It is located in Tampa, Florida, serving the local businesses and businesses across The United States. 3B Global sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00127) on Jan. 8, 2019. At the time of the filing, the Debtor disclosed $81,872 in assets and $1,296,983 in liabilities. The case is assigned to Judge Caryl E. Delano. Buddy D. Ford, P.A., is the Debtor's legal counsel. ADVISOR GROUP: Moody's Assigns B2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service has assigned a B2 Corporate Family Rating to Advisor Group Holdings, Inc. Moody's also assigned a B1 ratings to AGH's proposed $1,250 million Senior Secured Term Loan and $225 million senior secured revolving credit facility and a Caa1 rating to the firm's proposed $350 million Senior Unsecured notes. The outlook is stable. The rating assignments follow the announced sale of AGH to private equity firm Reverence Capital Partners' and the company's plan to raise $1,600 million of new debt, supported by new sponsor equity, to fund the acquisition. RCP is acquiring AGH from Lightyear Capital and PSP Investments for an undisclosed price. Pro forma the transaction, AGH's debt-to-EBITDA increases from around 3.9x to around 6.3x. The transaction is expected to close in Q3 2019. Following the successful consummation of the acquisition, Moody's will withdraw Advisor Group, Inc.'s ratings("AG"), the borrower under the current capital structure. The following ratings were assigned: Issuer: Advisor Group Holdings, Inc. Corporate Family Rating, Assigned B2 $1,250 million Senior Secured Term Loan, Assigned B1 $225 senior secured revolving credit facility, Assigned B1 $350 million Senior Unsecured Notes, Assigned Caa1 Outlook Actions: Issuer: Advisor Group Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE AGH's B2 CFR reflects the firm's high financial leverage, with adjusted debt-to-pro forma 2019 EBITDA of around 6.3x, weak profitability and higher risk appetite for inorganic growth opportunities. The B2 rating is supported by the positive trends in the company's operating fundamentals (i.e. AUM growth, advisor productivity) as well as the stability of the company's profit margins and cash flow generation capacity. Moody's expects the recent acquisitions of Signator and Questar, will help sustain the positive growth trend at AGH, resulting in 2019 EBITDA of around $260 million. The B2 rating reflects Moody's expectation that under the new ownership structure, AGH will focus on growth through recruiting of financial advisors and deployment of capital towards bolstering the firm's position in the independent broker-dealer space. Moody's said that shifts in financial policy that favor shareholders through leveraged capital distributions would be credit negative. Factors that could lead to an upgrade include the following: 1) debt-to-EBITDA, as calculated by Moody's, sustained below 4.0x and; 2) sustainable increase in the pre-tax margin income to above 10% (on a net revenue basis). Conversely, factors that could lead to a downgrade include: 1) failure to de-lever to below 5.5x by the end of 2020; 2) M&A activity that would result in a sustained level of leverage above 6.5x and; 3) additional dividend recapitalization transactions. Moody's said the outlook is stable reflecting its strong and growing market position and financial advisor base, which will help offset its elevated leverage over the next twelve to eighteen months. The outlook also reflects Moody's expectation of revenue growth through the firm's focus on recruiting and investing in the business, which will help offset slowdown in benefits from macroeconomic factors. AGH is among the largest networks of independent financial advisors in the U.S. with over 7,000 advisors. Its platform offers services including technology, sales, administrative, legal and compliance support. As of December 31, 2018, AG had $228 billion in assets under administration including $54 billion in assets under management on its proprietary platform. The principal methodology used in these ratings was Securities Industry Service Providers published in June 2018. AEGERION PHARMACEUTICALS: Latham, King Represent Athyrium et al. ---------------------------------------------------------------- In the Chapter 11 cases of debtors Aegerion Pharmaceuticals, Inc., et al., the law firms of Latham & Watkins LLP and King & Spalding LLP provided notice pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure that they are representing certain indenture together with the members of Ad Hoc Group. As of May 22, 2019, members of the Ad Hoc Group and their disclosable economic interests are: (1) Athyrium Capital Management, LP 505 Fifth Avenue, Floor 18 New York, NY 10017 * $50,300,000 under the Bridge Credit Agreement (including Roll Up Loans (as defined therein)); * $117,737,000 under the Indenture (2) Highbridge Capital Management, LLC 40 West 57th Street New York, NY 10019 * $22,336,072 under the Bridge Credit Agreement (including Roll Up Loans (as defined therein)); * $52,100,000 under the Indenture (3) Whitebox Advisors, LLC 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416 * $7,200,000 under the Indenture (4) UBS O'Connor LLC 1 North Wacker Dr. 32nd Floor Chicago, IL 60606 * $26,000,000 under the Indenture The Firms can be reached at: LATHAM & WATKINS LLP Richard A. Levy, Esq. 330 North Wabash Avenue Chicago, IL 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: richard.levy@lw.com - and - KING & SPALDING LLP Matthew L. Warren, Esq. 444 West Lake Street Chicago, IL 60606 Telephone: (312) 764-6921 E-mail: mwarren@kslaw.com A copy of the Rule 2019 filing is available at PacerMonitor.com at: http://bankrupt.com/misc/Aegerion_Pharmaceutical_35_Rule2019.pdf About Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On Nov. 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. AEGERION PHARMACEUTICALS: Seeks Court Approval to Hire Prime Clerk ------------------------------------------------------------------ Aegerion Pharmaceuticals, Inc. and Aegerion Pharmaceuticals Holdings, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Prime Clerk LLC as administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting and tabulation of votes for the Debtors' bankruptcy plan, and assisting them in managing distributions to creditors. Prime Clerk will charge these hourly fees: Claim and Noticing Rates: Analyst $35 - $55 Technology Consultant $35 - $95 Consultant/Senior Consultant $70 - $170 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $195 Director of Solicitation $215 Benjamin Steele, vice president of Prime Clerk, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC One Grand Central Place 60 East 42nd Street, Suite 1440 New York, NY 10165 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On November 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc. and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent and administrative advisor. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. AEGERION PHARMACEUTICALS: Seeks to Hire AP Services, Appoint CRO ---------------------------------------------------------------- Aegerion Pharmaceuticals, Inc., and Aegerion Pharmaceuticals Holdings, Inc., seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire AP Services, LLC and appoint John Castellano as their chief restructuring officer. Mr. Castellano, managing director of APS' affiliate AlixPartners, LLP, and the firm will provide services to assist the Debtors throughout the chapter 11 process. In addition to the ordinary course duties of a CRO, he and APS' personnel may work with the Debtors to: (1) manage weekly receipts and disbursements activities for the entire enterprise; (2) manage and report weekly cash flow and budget requirements consistent with the Debtors' interim financing credit agreement; (3) evaluate opportunities to manage and optimize the Debtors' cost structure and implement any necessary changes accordingly; (4) assist the Debtors' other professionals with developing a restructuring path forward in matters related to diligence, plan development, negotiations and any other related activities; (5) assist with any contingency planning efforts that may be required; (6) assist management and other advisors of the Debtors with execution of a restructuring process in a collaborative manner allowing for day-to-day focus on business operations; and (7) coordinate and manage activities and initiatives across the Debtors' other legal and financial advisors. The firm's hourly rates are: Managing Director $1,015 - $1,165 Director $775 - $945 Senior Vice President $615 - $725 Vice President $440 - $600 Consultant $385 - $440 Paraprofessional $285 - $305 APS received advance payments from the Debtors in the amount of $150,000 as retainer. During the 90-day period prior to their bankruptcy filing, the Debtors paid the firm $4,748,242 in the aggregate for services provided and expenses incurred, including the retainer. APS is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John R. Castellano AlixPartners, LLP 909 Third Avenue New York, NY 10022 Office: +1 212 490 2500 / +1 (312) 551-3287 Mobile: +1 (312) 560-5276 Fax: +1 212 490 1344 Email: jcastellano@alixpartners.com About Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On November 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent and administrative advisor. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. AEGERION PHARMACEUTICALS: Seeks to Hire Willkie Farr as Counsel --------------------------------------------------------------- Aegerion Pharmaceuticals, Inc., and Aegerion Pharmaceuticals Holdings, Inc., seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Willkie Farr & Gallagher LLP as their legal counsel. The firm will advise the Debtors of their rights and obligations under the Bankruptcy Code and will provide other legal services in connection with their Chapter 11 cases. The hourly rates range from $1,070 to $1,600 for partners and counsel, $370 to $1,050 for associates and other attorneys, and $240 to $410 for paraprofessionals. The firm's attorneys who will be handling the cases are: Paul Shalhoub Partner $1,500 Russell Leaf Partner $1,500 Leonard Klingbaum Partner $1,450 Benjamin McCallen Partner $1,350 Jared Fertman Partner $1,100 Weston Eguchi Counsel $1,070 Andrew Mordkoff Associate $1,035 Syed Haq Associate $890 Ciara Copell Associate $690 In the 90 days prior to the Debtors' bankruptcy filing, Willkie Farr received retainers and payments totaling $3,361,889. Paul Shalhoub, Esq., a partner at Willkie Farr, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Shalhoub disclosed that his firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors, and that no Willkie Farr professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Mr. Shalhoub also disclosed in court filings that Willkie Farr received payments from the Debtors in the 90 days prior to the petition date. Pursuant to its initial engagement letter with the Debtors, the firm agreed to provide the Debtors with a 10 percent discount off its standard rates. In light of this reduction, the Debtors and the firm had also agreed in the initial engagement letter that the Debtors would consider a discretionary bonus payment upon conclusion of a restructuring, with the amount to be dependent on the Debtors' satisfaction with the firm's services and the overall outcome of the restructuring. Due to the unavailability of a discretionary restructuring bonus in a Chapter 11 proceeding, the Debtors and Willkie Farr agreed prior to the filing that the firm would receive compensation at its standard full rates during the cases, according to the court filings. Mr. Shalhoub also disclosed that the Debtors have already approved the firm's budget and staffing plan for the period May 20 to September 30, 2019. Willkie Farr can be reached through: Paul V. Shalhoub, Esq. Andrew S. Mordkoff, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 E-mail: pshalhoub@willkie.com amordkoff@willkie.com About Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On November 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc. and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent and administrative advisor. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. AEGERION PHARMACEUTICALS: Taps Moelis as Financial Advisor ---------------------------------------------------------- Aegerion Pharmaceuticals, Inc., and Aegerion Pharmaceuticals Holdings, Inc., seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Moelis & Company LLC as their investment banker and financial advisor. The firm will provide these services in connection with the Debtors' Chapter 11 cases: (1) assist in reviewing and analyzing results of the Debtors' operations, financial condition and business plan; (2) assist the Debtors in reviewing and analyzing any potential transaction; (3) assist in negotiating any transaction; (4) advise the Debtors on the terms of securities that may be issued in any potential restructuring or capital transaction; (5) assist in the preparation of an information memorandum for a potential transaction; (6) assist the Debtors in contacting potential purchasers in a capital transaction; (7) assist the Debtors in contacting creditors and in negotiating with such holders concerning a potential restructuring; (8) provide updates and information to Novelion Therapeutics Inc. in connection with a potential transaction; and (9) provide testimony with respect to the going concern valuation range of the reorganized debtors after giving effect to a plan. Moelis will be paid pursuant to this compensation structure: (1) Monthly Fee. Throughout the term of the agreement, a monthly financial advisory fee of $125,000 payable in advance. (2) Restructuring Fee. At the closing of a restructuring, a fee of $3,137,500. (3) Sale or Merger Transaction Fee. At the closing of a sale or merger transaction, a non-refundable cash fee for each transaction of 1.5% of the "transaction value" (subject to certain exceptions). In the event of any sale or merger that is consummated pursuant to Section 363 of the Bankruptcy Code, such transaction shall trigger a fee, and any resulting or subsequent restructuring involving the Debtors shall trigger a restructuring fee. (4) Capital Transaction Fee. At the closing of a capital transaction, a non-refundable cash fee of: (i) 3.5 percent of the aggregate gross amount or face value of capital raised in the transaction as equity, equity-linked interests, options, warrants or other rights to acquire equity interests, plus (ii) 2 percent of the aggregate gross amount of convertible debt obligations raised in the transaction, plus (iii) 1.5 percent of the aggregate gross amount of debt obligations raised in the transaction. Barak Klein, managing director of Moelis, disclosed in court filings that the firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Barak Klein Moelis & Company LLC 275 Battery Street, Suite 500 San Francisco, CA 94111 Tel: +1 415 870 2830 / +1 415 870 2828 Fax: +1 415 870 2829 Email: jonathan.kaufman@moelis.com About Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On November 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc. and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent and administrative advisor. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. AESTHETIC DENTISTRY: Aug. 22 Plan Confirmation Hearing ------------------------------------------------------ The Disclosure Statement explaining the Chapter 11 Plan of Aesthetic Dentistry of Charlottesville, P.C., is conditionally approved. The hearing on confirmation of the Plan is scheduled for August 22, 2019 at 11:00 a.m. in US Courthouse, Courtroom, 255 W. Main Street, Room 200, Charlottesville, VA 22902. July 10, 2019 is fixed the last day for filing and serving objections to the Disclosure Statement. The Ballot for accepting or rejecting the Plan must be transmitted on or before June 10, 2019. July 10, 2019 and 5:00 p.m. is fixed as the last day and time for filing written acceptances or rejections of the Plan. About Aesthetic Dentistry of Charlottesville Aesthetic Dentistry of Charlottesville, P.C. -- http://www.cvillesmiles.com/-- is owner and operator of a dental clinic in Charlottesville, Virginia. The clinic specializes in preventive, cosmetic, and restorative dentistry. Aesthetic Dentistry of Charlottesville sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 18-62306) on Nov. 26, 2018. At the time of the filing, the Debtor disclosed $1,588,405 in assets and $1,785,932 in liabilities. The case is assigned to Judge Rebecca B. Connelly. Wharton, Aldhizer & Weaver PLC is the Debtor's legal counsel. ALABAMA PETROLEUM: July 16 Hearing on Disclosure Statement ---------------------------------------------------------- The hearing to consider the approval of the disclosure statement explaining the Chapter 11 Plan of Alabama Petroleum Carrier, LLC, will be held at the United States Bankruptcy Court, at United States Bankruptcy Court, United States Courthouse Annex, One Church Street, Courtroom 4-C, Montgomery, Alabama 36104 on July 16, 2019 at 10:30 AM. July 9, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. About Alabama Petroleum Carrier Montgomery, Alabama-based Alabama Petroleum Carrier, LLC, operates a petroleum distribution company wherein they own trucks and trailers that haul petroleum to retail outlets. The Company is operated by Donnie Ingram and his son Houston Ingram. The Company's average gross revenue currently is about $61,200 per month, and the Company has about 8 employees. Alabama Petroleum Carrier filed for Chapter 11 bankruptcy protection (Bankr. M.D. Ala. Case No. 18-32126) on July 30, 2018. Judge Bess M. Creswell presides over the case. The Debtor tapped Michael A. Fritz, Sr., Esq., as its legal counsel. In the petition signed by Donnie R. Ingram, president, the Debtor estimated assets of less than $500,000 and debt of less than $1 million. No official committee of unsecured creditors has been appointed in the Chapter 11 case. ALKHAIRY HOSPITALITY: Creditors to Get Payments Over 3 Years ------------------------------------------------------------ Alkhairy Hospitality, LLC, filed a new Chapter 11 plan and accompanying disclosure statement following its withdrawal of a prior filed Plan and Disclosure Statement. The New Plan proposes payments to the Disbursing Agent consisting of three consecutive Plan Years, with the Disbursing Agent making distributions at those intervals as required under the Plan. The Debtor will pay a down payment of: * Upon Confirmation: $200,000 -- $40,000 to pay Class 1 and $160,000 to pay Class 2 * Plan Year 1: By December 31, 2019, a payment of $120,000 to Class 2; Further on the first Anniversary of Confirmation: Payment of $300,000 from the Equitable Buy Back and an additional $120,000 or by July 1, 2020, whichever is earlier. * Plan Year 2: By December 31, 2020, a payment of $150,000; Further on the second anniversary of the confirmation of the plan or by July 1, 2021, $150,000 * Plan Year 3: By December 31, 2021, a payment of $150,000; Further on the third anniversary of the confirmation of the plan or by July 1, 2022, $150,000 The Down Payment will come from the source of the former principal of the Debtor as the buy-back to satisfy the absolute priority rule. Therefore, the principal will be buying back 100% of the interest in the Debtor by the influx of the $200,000 down payment and the second anniversary payment of $300,000. Class 6: Class 6 will consist of all other Unsecured Claims. The first payment to the Disbursing Agent for distribution to this Class shall be due from the Debtor after the payment of Classes 4 and 5 in full. A full-text copy of the Disclosure Statement dated June 6, 2019, is available at https://tinyurl.com/y4of7k4v from PacerMonitor.com at no charge. The Plan was filed by R. David Boyer, II, Esq., at Boyer & Boyer, in Fort Wayne, Indiana. About Alkhairy Hospitality Alkhairy Hospitality, LLC, owns a conference and reception center located at 6222 Ellison Road, Fort Wayne, Indiana. Alkhairy Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 18-11716) on Sept. 11, 2018. Alkhairy Hospitality previously sought bankruptcy protection (Bankr. N.D. Ind. Case No. 18-10635) on April 17, 2018. The prior case was dismissed for failure to pay the filing fee. In the petition signed by Fauzia Alkhairy, managing director and owner, the Debtor disclosed $1,518,500 in assets and $970,756 in liabilities. Judge Robert E. Grant presides over the case. The Debtor tapped Boyer & Boyer as its legal counsel. ALLIANCE HEALTHCARE: Moody's Lowers CFR to B3, Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded Alliance Healthcare Services, Inc.'s Corporate Family Rating to B3 from B1 and Probability of Default Rating to B3-PD from B1-PD. Moody's also downgraded the ratings of the senior secured first lien credit facilities to B2 from Ba3 and rating on the secured second lien debt to Caa2 from B3. The outlook is negative. The downgrade of the ratings reflects the company's weakened liquidity because of increased interest payments, weak operating performance and one-time cash outflows related to the termination of the e+CancerCare acquisition. The company increased borrowings on its revolver in the first quarter of 2019 to cover its cash needs. Moody's expects that the company will struggle to execute a rapid turnaround and will need to rely on its revolver over the next 6-12 months to meet its cash needs. Earlier this year, the company terminated its plan to acquire e+CancerCare. The expected deleveraging impact of the e+CancerCare acquisition, through improved profitability as well as a $100 million equity injection by China-based owner, Tahoe Investment Group Co., Ltd., was earlier incorporated into Moody's projections and ratings analysis. In the absence of this deleveraging acquisition, Moody's believes there is an increased likelihood of the company not being able to maintain compliance with its maximum leverage covenant when it steps down to 4.75 times on December 31, 2019. Further, the company's mandatory debt amortization requirements will be increasing in 2020, which will also increase cash needs. Moody's took the following rating actions: Alliance Healthcare Services, Inc. Corporate Family Rating downgraded to B3 from B1 Probability of Default Rating downgraded to B3-PD from B1-PD $125 million senior secured 1st lien revolving credit facility expiring 2022 downgraded to B2 (LGD3) from Ba3 (LGD3) $405 million senior secured 1st lien term loan due 2023 downgraded to B2 (LGD3) from Ba3 (LGD3) $120 million secured 2nd lien term loan due 2024 downgraded to Caa2 (LGD5) from B3 (LGD5) The outlook remains negative. RATINGS RATIONALE Alliance's B3 CFR reflects the company's moderate scale, challenging business operating environment, and high financial leverage of approximately 5.7 times as of March 31, 2019. The rating also reflects the company's weak liquidity which Moody's believes will constrain the company's ability to make long-term investments into the business, potentially resulting in competitive pressures over time. However, the rating is supported by a unique business model of partnering with hospitals in long term contracts and joint venture relationships, which provide durability to revenue and cash flow. The negative outlook reflects Moody's concern that the company will struggle to execute a rapid turnaround and will need to rely on its revolver in the next 6-12 months to meet its cash needs. It also reflects an increased likelihood that the company will not maintain compliance with its maximum leverage covenant when it steps down to 4.75 times on December 31, 2019. The ratings could be downgraded if Alliance's liquidity further weakens, including failure to maintain compliance with its debt covenants. The ratings could also face pressure if operating performance declines for any reason, including inability to realize benefits from strategic initiatives to improve growth and profitability and integrate past acquisitions. An upgrade is unlikely in the near-term. However, in the longer term, if Alliance can materially increase its free cash flow, improve its liquidity, and reduce its adjusted debt to EBITDA below 4.5 times, the rating could be upgraded. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Alliance is a national provider of freestanding, outsourced and joint venture healthcare services that includes outpatient radiology, oncology and interventional clinics, and ambulatory surgical centers. As of March 31, 2019, Alliance operated 660 diagnostic imaging and radiation therapy systems, including 81 fixed-site radiology centers across the country. Additionally, the company operated 41 radiation therapy centers and stereo-tactic radiosurgery (SRS) facilities. With a strategy of partnering with hospitals, health systems and physician practices, Alliance provides healthcare services to over 1,100 hospitals and healthcare partners in 44 states of the United States of America. Alliance is owned by Tahoe Investment Group Co., Ltd. AMAZING ENERGY: Needs More Funds to Continue as a Going Concern --------------------------------------------------------------- Amazing Energy Oil and Gas, Co., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,399,337 on $151,323 of total revenue for the three months ended April 30, 2019, compared to a net loss of $1,336,244 on $126,444 of total revenue for the same period in 2018. At April 30, 2019, the Company had total assets of $13,035,454, total liabilities of $8,445,884, and $4,589,570 in total stockholders' equity. The Company has incurred operating losses since inception. As of April 30, 2019, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. The Company has an accumulated deficit of $36,658,115. At April 30, 2019, the Company's working capital deficit was $3,500,330 compared to $786,560 at July 31, 2018. The increase in the working capital deficit was primarily due to the net increase in accounts payable and the new financing of $1,900,000 related to the New Mexico asset acquisition in January, 2019. Principal Executive Officer Willard McAndrew III and Principal Financial Officer Benjamin M. Dobbins said, "Achievement of the Company's objectives will be dependent upon its ability to obtain additional financing, to locate profitable mineral properties, generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing, obtaining additional financing from investors, and/or lenders, and attaining additional production. However, there is no assurance that the Company will be able to achieve these objectives; therefore, substantial doubt about its ability to continue as a going concern exists. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed, there can be no assurances that such methods will prove successful." A copy of the Form 10-Q is available at: https://is.gd/wGw0dj Amazing Energy Oil and Gas, Co., engages in the exploration, development, and production of oil and gas in Texas, the United States. In addition, the company provides oilfield services to oil and gas well owners. Amazing Energy Oil is headquartered in Plano, Texas. AMERIPRO AUTO: Files Addendum to Plan, Disclosure Statement ----------------------------------------------------------- AmeriPro Auto Glass, LLC, filed an addendum to the Combined Chapter 11 Plan and Disclosure Statement to disclose that equity security holders, classified in Class 17, are unimpaired. The equity security holders shall retain their current interest in the reorganized Debtor to the same extent they had in the Debtor prepetition. A full-text copy of the Plan Addendum dated June 6, 2019, is available at https://tinyurl.com/y3b4spek from PacerMonitor.com at no charge. About Ameripro Auto Glass Ameripro Auto Glass, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04358) on Dec. 14, 2018, estimating under $1 million in both assets and liabilities. Jason A. Burgess, Esq. at The Law Offices of Jason A. Burgess, LLC, is the Debtor's counsel. Johnson and Johnson, Attorneys at Law, P.A., is the special counsel. APG SUBS: Case Summary & 8 Unsecured Creditors ---------------------------------------------- Five affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- APG Subs, Inc. 19-18315 2108 Emmorton Park Road Suite 203 Edgewood, MD 21040 CRW Foods, Inc 19-18318 HRK Group, Inc. 19-18320 Ray's Subway, Inc. 19-18322 Shore Foods, Inc. 19-18324 Business Description: Each of the Debtors owns and operates franchise Subway sandwich retail businesses. APG Subs, Inc. owns and operates two franchises located at store #2106 at 303 Fallston Blvd. Fallston, MD 21047; and store #41148 at 2514 Harford Blvd, Aberdeen Proving Grounds, MD 21005. CRW Foods, Inc., owns and operates a franchise Subway sandwich retail business located at store #34006 at 75 North East Plaza, North East MD 21902. HRK Group, Inc. owns and operates two franchise Subway sandwich retail businesses located at store #6293 at 895 Bay Ridge Road, Annapolis, MD 21403; and store #6720 at Ritchie Hwy., Suite B, Glen Burnie, MD 21061. Ray's Subway, Inc., owns and operates seven franchise Subway sandwich retail businesses located at store #13024 at 1020 Beards Hill Road, Aberdeen, MD 21001; store #24569 at 8767 Philadelphia Road, Suite L Rosedale, MD 21237; store #16237 at 1401 Pulaski Highway, Suite E, Edgewood. MD 21040; store #32013 at 1321 Riverside Parkway, Belcamp, MD 21017; store #28186 at 222 Delaware Avenue, Wilmington, DE 19801; store #3849 at 3473 Merchants Blvd., Abingdon, MD 21009; and store #31078 at 426 East Main street, Middletown, DE 19209. Shore Foods, Inc., owns and operates one franchise Subway sandwich retail business located at store #34000 at 107 Mt. Carmel Road, Jarrettsville, MD 21084. Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtors' Counsel: Marc R. Kivitz, Esq. LAW OFFICE OF MARC R. KIVITZ Suite 1330 201 North Charles Street Baltimore, MD 21201 Tel: (410) 625-2300 Fax: (410) 576-0140 Email: mkivitz@aol.com APG Subs' Total Assets: $28,177 APG Subs' Total Liabilities: $1,268,112 The petitions were signed by Raymond Burrows, III, president. A full-text copy of APG Subs' petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at: http://bankrupt.com/misc/mdb19-18315.pdf ARIZONA AIRCRAFT: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Arizona Aircraft Painting, LLC as of June 17, according to a court docket. About Arizona Aircraft Painting Arizona Aircraft Painting, LLC, specializes in all aerospace performance coatings, combined with the latest in spray technology. The Company has a fully integrated, pressurized, and automatically climate controlled paint booth, which keeps the temperature and humidity constant for optimal painting conditions. The Company also offers design services, interior refurbishment, vortex generators, aircraft cleaning & detailing services, and window replacement services. Arizona Aircraft Painting operates out of a 10,000 square foot facility in Mesa, Ariz. Arizona Aircraft Painting filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-05477) on May 3, 2019. In the petition signed by Steven Head, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Daniel P. Collins oversees the case. Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as bankruptcy counsel. ART & DENTISTRY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Art & Dentistry, LLC fdba Beam Bright Dental, LLC 6500 Rock Spring Drive, Suite 110 Bethesda, MD 20817 Business Description: Art & Dentistry, http://www.artanddentistry.com-- is a dental services organization with offices in Bethesda, Potomac, Rockville, and Washington DC. The Company specializes in family and general dentistry, CEREC one-visit crowns, traditional orthodontics, cosmetic dentistry, invisalign clear braces, porcelain veneers, teeth whitening, dental implants, sedation dentistry, and botox cosmetic and juvaderm. The Company previously sought bankruptcy protection on Sept. 20, 2017 (Bankr. D. Md. Case No. 17-22579). Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Case No.: 19-18294 Judge: Hon. Wendelin I. Lipp Debtor's Counsel: David E. Lynn, Esq. DAVID E. LYNN, P.C. 15245 Shady Grove Road Suite 465 North Rockville, MD 20850 Tel: (301) 255-0100 Fax: (301) 255-0101 E-mail: davidlynn@verizon.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ellen Brodsky, managing member. 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/mdb19-18294.pdf AVINGER INC: Stockholders Approve 5 Proposals at Annual Meeting --------------------------------------------------------------- Avinger, Inc., reconvened its June 11, 2019 Annual Meeting of Stockholders on June 19, 2019, at which the stockholders: (1) elected Jeffrey M. Soinski as a Class I director to serve until the 2022 annual meeting of stockholders and until his successor is duly elected and qualified; (2) ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for its fiscal year ending Dec. 31, 2019; (3) approved the amendment of the Avinger, Inc. 2015 Equity Incentive Plan to (i) increase the shares reserved for issuance under the plan by 8,000,000 shares and (ii) reduce the maximum amount of the grant date fair value allowed for initial and annual grants of equity awards to non-employee directors from $1,500,000 and $500,000, respectively, to $250,000 and $250,000; (4) did not approve the amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 125,000,000; (5) approve the amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-3 and not greater than 1-for-10, with the exact ratio to be set within that range at the discretion of the Company's board of directors before the day prior to the 2020 annual meeting of stockholders without further approval or authorization of the Company's stockholders; and (6 ) approved the adjournment of the Annual Meeting, if necessary, to continue to solicit votes in favor of the foregoing proposals. About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices. Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of March 31, 2019, Avinger had $26.25 million in total assets, $12.97 million in total liabilities, and $13.27 million in total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AVIS BUDGET: Moody's Rates $400MM Sr. Unsec. Notes B1, Outlook Pos. ------------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Avis Budget Car Rental, LLC's $400 million senior unsecured notes. The issuance does not impact other ratings of Avis, including the Ba3 Corporate Family Rating. The outlook is positive. Proceeds are expected be used to refinance existing debt. RATING RATIONALE Avis' ratings benefit from its brand recognition and a strong competitive position within the oligopolistic car rental market. Favorable market conditions, rational fleeting and pricing strategies across the industry and Avis' own approach to cost management and customer service should result in an improving credit profile for the company. Avis' ratings are affected by the sector's inherent cyclical nature, a high degree of seasonality and ongoing reliance for access to the financial markets for very substantial capital to fund new fleet purchases. The positive outlook reflects Moody's expectation that Avis will continue to improve revenue and margin performance through technologies and cost reduction initiatives, supported by an overall favorable domestic rental market and robust used car demand. The B1 rating on the company's senior unsecured obligations reflects this class of claims subordination to senior secured claims in the capital structure. The ratings could be upgraded if Avis successfully executes margin expansion through cost reduction and revenue enhancing initiatives while maintaining investment levels. Credit metrics that support an upgrade include: EBIT/interest that will be sustained above 1.5x; debt/EBITDA approximating 4x; and EBITA margin approaching 11%. Additional considerations in any upgrade will include: the degree to which the company maintains a healthy liquidity profile, and a demonstration that share repurchases and acquisitions will be managed prudently. The rating could be downgraded as a result of vehicle over-fleeting or other disruptive pricing actions in the industry that Avis cannot offset. Credit metrics that could indicate downward rating pressure include EBIT/interest sustained at levels near 1x or debt/EBITDA sustained above 4.5x. Assignments: Issuer: Avis Budget Car Rental, LLC Gtd Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4) LGD Adjustment: Issuer: Avis Budget Car Rental, LLC Senior Unsecured Regular Bond/Debenture, LGD Adjusted to (LGD4) from (LGD5) Issuer: Avis Budget Finance PLC Senior Unsecured Regular Bond/Debenture, LGD Adjusted to (LGD4) from (LGD5) The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. Avis Budget Group, Inc., headquartered in Parsippany, NJ, is a leading global car rental company with average fleet of nearly 650,000 vehicles in 2018. Avis Budget Group's key brands include Avis, Budget, Zipcar and Payless, among others. Total revenue for the last twelve months ended March 31, 2019 was approximately $9.1 billion. BLACK IRON: Taps Secretariat Advisors as Consultant --------------------------------------------------- Black Iron, LLC received approval from the U.S. Bankruptcy Court for the District of Utah to hire Secretariat Advisors LLC as its consultant and testifying expert. The Debtor needs the services of the firm, including particularly for testimony in the trial in the adversary proceedings (Case Nos. 17-2088 and 17-2094) scheduled for June 24. The firm's hourly rates are: Senior Managing Directors $1,150 Directors/Senior Directors/Managing Directors $850 Associate Director/Manager $550 - $650 Senior Associate/Associate/Project Assistant $150 - $450 Secretariat Advisors neither holds nor represents any interest adverse to the parties involved in the adversary proceedings, according to court filings. The firm can be reached through: Howard Rosen Secretariat Advisors LLC Brookfield Place TD Canada Trust Tower 161 Bay Street, 27th Floor P.O. Box 508 Toronto, Ontario M5J 2S1 Canada Phone: +1 647 846 1953 About Black Iron Black Iron, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017. In the petition signed by Steve L. Gilbert, its manager, the Debtor estimated its assets and debt at $1 million to $10 million. The Hon. William T. Thurman is the case judge. The Debtor hired Adelaide Maudsley, Esq., and Ralph R. Mabey, Esq., at Kirton McConkie P.C., as bankruptcy counsel. The Debtor tapped Stoel Rives LLP as legal counsel; Durham Jones as special litigation counsel; WSRP, LLC as accountant; and Alysen Tarrant as environmental consultant. BLACKBAUD INC: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Blackbaud Incorporated to BB+ from BBB-. Blackbaud, Incorporated was founded in 1981 and is headquartered in Charleston, South Carolina. The company provides cloud software solutions to nonprofits, foundations, companies, education institutions, healthcare organizations, individual change agents, and other charitable giving entities. BLOOMINGDALE AVENUE: Case Summary & 9 Unsecured Creditors --------------------------------------------------------- Debtor: Bloomingdale Avenue Development, LLC 206 Old Lancaster Road Philadelphia, PA 19333 Business Description: Bloomingdale Avenue Development LLC is a privately held company based in Philadelphia, Pennsylvania. Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Case No.: 19-13912 Judge: Hon. Eric L. Frank Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com - and - Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 E-mail: jcranston@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John W. Benson, III, sole member. A copy of the Debtor's list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/paeb19-13912_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb19-13912.pdf BOOKER-EVERS REAL: Plan and Disclosures Hearing Set for June 25 --------------------------------------------------------------- Bankruptcy Judge John K. Sherwood issued an order conditionally approving Booker-Evers Real Estate Corp.'s small business disclosure statement in connection with a chapter 11 plan dated May 20, 2019. A hearing will be held on June 25, 2019 at 10:00 a.m. for final approval of the disclosure statement d for confirmation of the plan at United States Bankruptcy Court, District of New Jersey. As previously reported by the Troubled Company Reporter, general unsecured claims are to be paid in full from sale proceeds. Secured Claim of All Pro Construction totaling $130,000 will be paid in full from sale proceeds. A full-text copy of the Disclosure Statement dated May 20, 2019, is available at https://tinyurl.com/y686wvd9 from PacerMonitor.com at no charge. Booker-Evers Real Estate Corp. filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-20265) on May 21, 2018, and is represented by Kimberly Tyler, Esq. BRISTOW GROUP: Porter, Kramer Represent Unsecured Noteholders ------------------------------------------------------------- In the Chapter 11 cases of debtors Bristow Group, et al., the law firms of Porter Hedges LLP and Kramer Levin Naftalis & Frankel LLP provided notice pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure that they are representing the members of certain of its affiliates prepetition unsecured creditors comprised of holders of the 6.25% Senior Notes issued pursuant to the Third Supplemental Indenture due 2022 and 4.50% Convertible Senior Notes pursuant to the Sixth Supplemental Indenture due 2023 together with the 6.25% Senior Notes. As of May 14, 2019, members of the Ad Hoc Group of Unsecured Noteholders and their disclosable economic interests are: (1) Citadel Equity Fund Ltd. 131 South Dearborn St. Chicago, IL 60603 * $47,700,000 of Convertible Notes (2) Cove Key Management, LP 5847 San Felipe, Suite 1560 Houston, TX 77057 * $5,620,000 of 6.25% Senior Notes (Cove Key Master Fund) (3) DeepCurrents Investment Group LLC 230 Park Avenue New York, NY 10169 * $2,400,000 of 6.25% Senior Notes * $9,869,000 of Convertible Notes (4) Mill Hill Capital LLC 501 Madison Ave, 14th Floor New York, NY 10022 * $5,103,000 of 6.25% Senior Notes (Mill Hill Credit Opportunities Master Fund LP) * $795,000 of 6.25% Senior Notes (Titan Mill Ltd.) (5) New York Life Insurance Company 51 Madison Avenue New York, NY 10010 * $36,185,000 of 6.25% Senior Notes (6) Solus Alternative Asset Management LP 410 Park Avenue New York, NY 10022 * $103,905,000 of 6.25% Senior Notes * $9,800,000 of Convertible Notes (7) South Dakota Investment Council 4009 W 49 St #300 Sioux Falls, SD 57106 * $98,889,000 of 6.25% Senior Notes * 250,619 of Equity (8) Verition Multi-Strategy Master Fund 230 Park Avenue New York, NY 10169 * $12,398,000 of Convertible Notes The members of the Ad Hoc Group of Unsecured Noteholders hold, or are the investment advisors, sub-advisors or managers of funds or discretionary accounts that hold as of May 13, 2019, approximately $253 million in aggregate principal amount outstanding of the 6.25% Unsecured Notes and $79 million in aggregate principal amount outstanding of the Convertible Notes. The Firms can be reached at: PORTER HEDGES LLP John F. Higgins, Esq. 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 E-mail: jhiggins@porterhedges.com - and - KRAMER LEVIN NAFTALIS & FRANKEL LLP Douglas H. Mannal, Esq. P. Bradley O’Neill, Esq. Anupama Yerramalli, Esq. 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 E-mail:dmannal@kramerlevin.com boneill@kramerlevin.com ayerramalli@kramerlevin.com A copy of the Rule 2019 filing from PacerMonitor.com at http://bankrupt.com/misc/BristowGroup_52_Rule2019.pdf About Bristow Group Bristow Group Inc. -- http://www.bristowgroup.com/-- provides industrial aviation and charter services to offshore energy companies in Europe, Africa, the Americas, and the Asian Pacific. It also provides search and rescue services for governmental agencies and the oil and gas industry. Headquartered in Houston, Bristow Group employs approximately 3,000 individuals around the world. Bristow Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion in assets and $1.886 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell, Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez & Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. CADENCE BANCORPORATION: S&P Assigns 'BB+' LT ICR; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings said it assigned a 'BB+' long-term issuer credit rating to Cadence Bancorporation and a 'BBB-' long-term issuer credit rating to Cadence Bank N.A. The outlook on the ratings is stable. S&P's ratings on Cadence Bancorporation and its main bank subsidiary, Cadence Bank N.A., reflect the company's deepening franchise across a vibrant six-state region, its improving financial performance, solid capital position, and good asset quality. The company's track record of rapid acquisition-related and organic loan growth; its loan concentrations, which the rating agency believes make it more vulnerable to downturns in local economies and the specialty industries on which it focuses; and its somewhat weaker-than-peer core funding profile, in part offset these positive factors. The stable outlook reflects S&P's view that the company will continue to improve its loan and geographic diversification and revenue mix while maintaining good asset quality, stable profitability, and adequate capital by the rating agency's measure, over at least the next two years. It also incorporates S&P's expectation that Cadence will successfully integrate State Bank and that no unexpected operational or asset quality difficulties will emerge as a result of the acquisition. "We could raise our ratings if Cadence reduces its loan concentrations while maintaining strong asset quality measures and good earnings performance. We could also raise the rating if we project that Cadence's RAC ratio will increase above 10% and remain at that higher level," S&P said. "Alternately, if the company's loan growth accelerates, either organically or as a result of another large acquisition, asset quality deteriorates, earnings decrease meaningfully; or funding ratios weaken, we could lower our ratings." CARE PRODUCTS: July 31 Plan Confirmation Evidentiary Hearing ------------------------------------------------------------ The Disclosure Statement explaining the Chapter 11 Small Business Plan of Care Products, Inc., is conditionally approved. On July 31, 2019 at 10:00 a.m. the Court will conduct an evidentiary hearing on the confirmation of the Plan. July 24, 2019 at 12:00 noon is the deadline for filing and serving written objections to confirmation. The Debtor's sole source of income is the $7,000.00 monthly rental payments. The Plan provides for the implementation of a repayment plan from the income generated from commercial lease, and sale, of the Debtor's manufacturing facility. Specifically, the Debtor intends to pay its creditors over a five-year period. The largest creditor is Rio Bank who will be paid over a five-year period with a balloon payment due at the sale of the manufacturing facility or on month 60, whichever occurs first. The Debtor will pay the IRS in full over a 2-year term. The Debtor will pay a 10% dividend to non-priority unsecured creditors upon the sale of the manufacturing facility. The Debtor's shareholder will retain ownership of the Debtor, post-confirmation. A full-text copy of the Plan is available at https://tinyurl.com/yxbscuea from PacerMonitor.com at no charge. About Care Products Care Products, Inc., is a manufacturer of household and institutional furniture and kitchen cabinet. Its manufacturing facilities are located on a 1.46 acre tract out of Lot 135, Pride O'Texas Subdivision, City of McAllen, Hidalgo County, Texas. Care Products, Inc., filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex. Case No. 19-70023) on Jan. 23, 2019. In the petition signed by Charles L. Graham, president, the Debtor disclosed $520,123 in assets and $1,254,809 in liabilities. Jana Smith Whitworth, Esq., at JS Whitworth Law Firm, PLLC, represents the Debtor. CARROLL REALTY: Hires Donna MP Wilson as Special Counsel -------------------------------------------------------- Carroll Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ the law office of Donna MP Wilson, LLC, as special counsel to the Debtor. Carroll Realty requires Donna MP Wilson to: -- make initial contact with persons or entities owing money to the Debtor; -- file any necessary paperwork in the Bankruptcy Court; -- advise the Debtor of the status of collection efforts; and -- use any and all legal and appropriate methods to effect the repayment of the monies due to the Debtor. Donna MP Wilson will be paid at the hourly rate of $395. Donna MP Wilson will also be reimbursed for reasonable out-of-pocket expenses incurred. Donna Wilson, partner of the law office of Donna MP Wilson, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Donna MP Wilson can be reached at: Donna Wilson, Esq. DONNA MP WILSON, LLC 14001 Tollison Drive Bowie, MD 20720-4849 Tel: (301) 452-2599 About Carroll Realty Carroll Realty, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 19-16304) on May 9, 2019, estimating under $1 million in both assets and liabilities. The Debtor hired The Gardner Law Firm, P.C., as counsel, and Donna MP Wilson, LLC, as special counsel. CEDAR FAIR: S&P Alters Outlook to Negative, Affirms 'BB' ICR ------------------------------------------------------------ S&P Global Ratings affirmed all ratings on U.S. theme park operator Cedar Fair L.P. and revised its outlook to negative from stable. The ratings affirmed include the 'BB' issuer-credit rating, the 'BBB-' issue-level rating on the first-lien credit facility, and the 'BB-' issue-level rating on the existing notes. The '1' recovery rating on the first-lien debt and '5' recovery rating on the existing notes are unchanged. S&P assigned a 'BB-' issue-level rating and '5' recovery rating to the proposed $500 million senior unsecured notes due 2029. The negative rating outlook reflects S&P's expectation that Cedar Fair's leverage will remain weak relative to the rating agency's 4x downgrade threshold through 2020. This follows the company's announcement that it intends to raise $500 million of senior unsecured notes to fund the acquisitions of Schlitterbahn Waterpark and Resort New Braunfels, Schlitterbahn Waterpark Galveston, and the land beneath California's Great America, for a combined $411 million. The company also has the right to acquire a Schlitterbahn property located in Kansas City for an additional $6 million. The company intends to use the remaining proceeds to repay $72 million currently drawn on the revolver, and for fees related to the transactions. The negative outlook reflects S&P's expectation that leverage will be weak compared to its 4.0x downgrade threshold through 2020. The company's distributions limit its ability to repay debt balances. As a result, the company is reliant on EBITDA growth to reduce anticipated weak leverage, and this exposes it to an unexpected downturn in the economy over the near term. "We could consider lowering ratings if EBITDA deteriorates, potentially as a result of weather or a reduction in attendance stemming from an unexpected economic downturn, or if Cedar Fair's financial policy becomes more aggressive, resulting in adjusted debt to EBITDA that's sustained above 4.0x," S&P said. "We could revise the outlook to stable once we are confident leverage will decrease below 4.0x on a sustained basis. Although unlikely, we could upgrade the company if it achieves a meaningful improvement in EBITDA and revised its financial policy, resulting in leverage sustained below 3x," the rating agency said. CHARLES F. HAMBLEN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of The Charles F. Hamblen Post 37 American Legion Department of Florida Inc., according to court dockets. About The Charles F. Hamblen Post 37 American Legion Department of Florida, Inc. The Charles F. Hamblen Post 37 American Legion Department of Florida, Inc., a not-for-profit veterans organization, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-01563) on April 26, 2019. In the petition signed by Mike McDaniel, adjutant, the Debtor estimated $1 million to $10 million in both assets and liabilities. Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, represents the Debtor as counsel. CLEAN HARBORS: S&P Rates $800MM Senior Unsecured Notes 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Norwell, Mass.-based environmental, energy, and industrial services provider Clean Harbors Inc.'s proposed $800 million senior unsecured notes, which is expected to be between eight year and ten year tranches. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The company will use the proceeds from the notes and its credit facility to fully redeem its existing $845 million unsecured notes, due 2021. RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB+' issue-level rating and '3' recovery rating (50%-70%; rounded estimate: 65%) to the company's proposed $800 million senior unsecured notes. -- S&P's simulated default scenario envisions a default in 2024 stemming from sustained macroeconomic weakness that leads to excess refining capacity and lower waste and maintenance volumes. As a result, the company would face growing competition and an increasingly unmanageable fixed cost base, causing its operating margins and cash flow to deteriorate. -- S&P assumes these conditions impair the company's ability to meet its fixed charges, which eventually drains its liquidity and triggers a bankruptcy filing. -- S&P assumes that the company will seek covenant amendments on its path to default--resulting in higher interest costs--and anticipate that it will have drawn approximately 60% of its $400 million asset-based lending (ABL) facility, net of outstanding letters of credit. -- S&P believes that Clean Harbors' underlying business would continue to have considerable value and expect that the company would re-emerge from bankruptcy with $227 million of EBITDA. Simulated default assumptions -- Year of default: 2024 -- EBITDA multiple: 6.5x -- EBITDA at emergence: $227.1 million Simplified waterfall -- Net enterprise value (after 5% in administrative costs): $1.4 billion -- Valuation split (obligors/nonobligors): 75%/25% -- Priority claims (including borrowings on ABL facility): $112.8 million -- Collateral value available to first-lien debt claims: $1.2 billion -- First-lien debt claims: $730.6 million -- Recovery expectation: 90%-100% (rounded estimate: 95%) -- Collateral value available to unsecured claims: $558.8 million -- Unsecured claims (includes proposed unsecured notes): $820.5 million -- Recovery expectation: 50%-70% (rounded estimate: 65%) Note: All debt amounts at default include six months of accrued prepetition interest. Ratings List Clean Harbors Inc. Issuer Credit Rating BB+/Stable/-- New Rating Clean Harbors Inc. Senior Unsecured US$0 mil nts due 2027 BB+ Recovery Rating 3(65%) US$0 mil nts due 2029 BB+ Recovery Rating 3(65%) COAST TO COAST: Keystone Objects to Disclosure Statement -------------------------------------------------------- Keystone Real Estate Lending Fund, L.P., secured creditor, objects to the Disclosure Statement explaining the Chapter 11 Plan filed by Coast to Coast Holdings, LLC. KeyStone complains that notwithstanding the availability of at least $2,295,967.27 in sale proceeds, the Debtor proposes to pay Keystone only $1,939,724.94 in full and complete satisfaction of Keystone's Claim. Keystone asserts that the Disclosure Statement must be modified to provide that Keystone will be paid the allowed amount of its secured claim in full on the Effective Date of the Plan. Attorneys for Keystone: Hamid R. Rafatjoo, Esq. RAINES FELDMAN LLP 1800 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 Tel: 310.440.4100 Fax: 310.691-1367 E-mail: hrafatjoo@raineslaw.com About Coast to Coast Holdings Coast to Coast Holdings, LLC, is a limited liability company formed under the laws of Wyoming. Its primary asset is a real property with a four-bedroom, five-bath house located at 1140 Henry Ridge Motorway, Topanga, California. Coast to Coast Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10112) on Jan. 16, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Victoria S. Kaufman. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel. CONIFER VETERINARY: July 17 Hearing on Disclosure Statement ----------------------------------------------------------- The hearing to consider the adequacy of and to approve the Disclosure Statement explaining the Chapter 11 Plan of Conifer Veterinary Hospital Inc. will be held at July 17, 2019, at 10:30 a.m., in Courtroom C, U.S. Bankruptcy Court, U.S. Custom House, 721 19th Street, Denver, Colorado. Objections to the Disclosure Statement will be filed and served on or before July 10, 2019. The Plan Proponents will also file with the Court, at least ten (10) days prior to said hearing, a certificate of mailing of said Notice, Plan, and Disclosure Statement as ordered. About Conifer Veterinary Hospital Inc. Privately-held Conifer Veterinary Hospital Inc. owns an animal hospital at 10903 U.S. Highway 285, Conifer, Colorado. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-17810) on August 22, 2017. David Palmini, president, signed the petition. At the time of the filing, the Debtor disclosed $1.41 million in assets and $904,805 in liabilities. Judge Michael E. Romero presides over the case. Buechler & Garber LLC represents the Debtor as bankruptcy counsel. CREDIT MANAGEMENT: July 31 Plan Confirmation Hearing ---------------------------------------------------- The Disclosure Statement explaining the First Amended Chapter 11 Plan of Credit Management Association, Inc., is approved. The hearing on confirmation of the Plan is set for July 31, 2019, at 9:30 a.m. Any objections to confirmation of the Plan and supporting documents will be filed on or before July 17, 2019. All ballots for the acceptance or rejection of the Plan must be actually received by Kurtzman Carson Consultants on or before July 17, 2019. Debtor will file any documents in support of confirmation of the Plan, as well as the ballot summary required on or before July 24, 2019. Class 5 General Unsecured Claims. The holders of Allowed Unsecured Claims, other than those that require or elect treatment provided under Class 4, shall receive a pro rata distribution of funds available to payment of Class 3 and Class 5 Claims. Such funds shall consist of (1) 10% of the net proceeds of the sale of the Real Property. An initial distribution shall be paid within 180 days of the Effective Date. A full-text copy of the First Amended Disclosure Statement dated June 6, 2019, is available at https://tinyurl.com/yyedu762 from PacerMonitor.com at no charge. A redlined version of the First Amended Disclosure Statement dated May 30, 2019, is available at https://tinyurl.com/yybytaps from PacerMonitor.com at no charge. Counsel for the Debtor is Candace C. Carlyon, Esq., and Tracy M. O'Steen, Esq., at Clark Hill PLLC, in Las Vegas, Nevada. About Credit Management Association Credit Management Association, Inc. -- http://creditmanagementassociation.org/-- is a non-profit association that has served business-to-business companies since 1883. CMA helps credit, collection, and financial decision-makers get the information and support they need to make fast, accurate credit decisions. In addition, CMA assists insolvent companies with workouts or liquidation through cost effective alternatives to bankruptcy. CMA has 800 members who pay a $495 annual fee for full membership or a $265 annual fee for an associate membership. CMA is headquartered in Las Vegas, Nevada. Credit Management Association, based in North Las Vegas, Nevada, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 18-16487) on Oct. 31, 2018. In the petition signed by Kimberly Lamberty, president and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Mike K. Nakagawa oversees the case. The Debtor hired Clark Hill, PLLC, as reorganization counsel. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. CYTORI THERAPEUTICS: Adjourns Annual Meeting Until June 27 ---------------------------------------------------------- Cytori Therapeutics, Inc., had reconvened its annual meeting of stockholders on Tuesday, June 18, 2019 and adjourned the meeting until Thursday, June 27, 2019, at 9:00 a.m., Central Time. The annual meeting was adjourned to allow the Company's stockholders an additional opportunity to evaluate Proposal 4, relating to the approval of a reverse stock split of the Company's common stock. Although more than 68% of the votes cast were in favor of the reverse stock split (Proposal 4), approval requires the affirmative vote of a majority of the outstanding shares of common stock. The annual meeting was adjourned until 9:00 a.m., Central Time, on June 27, 2019 at 4200 Marathon Blvd., Suite 200, Austin Texas 78756, the Company's offices in Austin, Texas. The record date for the annual meeting remains March 29, 2019. Stockholders that have yet to vote are requested to do so prior to the new June 27 meeting date and are encouraged to vote in favor of the reverse stock split as outlined in the Company's proxy materials. Stockholders who have previously sent in proxy cards or given instructions to brokers do not need to re-cast their votes unless they want to change their vote. Proxies previously submitted in respect of the meeting will be voted at the adjourned meeting unless properly revoked. If stockholders have questions, need help voting shares, or want to change a vote in favor of Proposal 4, please call The Proxy Advisory Group, LLC, which is assisting the Company in this matter at 1-888-557-7699 or 1-888-55PROXY. The Company will postpone the corporate update call originally scheduled for June 18, 2019 until after the shareholder meeting on June 27, 2019. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs and autologous adipose-derived regenerative cell (ADRC) therapies within its Nanomedicine and Cell Therapy franchises, respectively. Cytori Nanomedicine is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents, which may enable the effective delivery of the agents to target sites while reducing systemic toxicity. The Cytori Nanomedicine product pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of March 31, 2019, Cytori had $24.61 million in total assets, $20.75 million in total liabilities, and $3.85 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DDS 2019: Files Chapter 11 Plan of Liquidation ---------------------------------------------- DDS 2019, LLC, f/k/a Death's Door Spirits, LLC, and DDD 2019, LLC, f/k/a Death's Door Distillery, LLC, filed a Joint Combined Plan of Liquidation and accompanying Disclosure Statement. On the Petition Date, the Debtors filed a motion for an order approving the sale of all of the Debtors' operating assets and approving the stalking horse purchase agreement with CDF Capital, LLC, for $700,000, plus the value of inventory existing at closing, estimated to be $500,000 on the Petition Date. After an active auction, the Court entered an order authorizing the sale and approved changes to the Debtors' names. The sale to Midwest Custom Bottling, LLC, contemplated by the sale order closed on January 11, 2019. The final sale price paid at closing was $2,949,222, plus the payment of the cure amount to Bredeson/Bredeson I Partnership of $24,176. After closing, the Debtors sought authority to complete substantial interim distributions to the secured creditors: Margaret Ebeling $37,618 MG&E $217,820 Starion Bank $290,951 Toyota Financial $3,145 U.S. Small Business Assoc. $692,014 In addition from the proceeds of the sale, the Debtors paid $34,816 to Marketing Hub, LLC, returning cash of Marketing Hub used by the Debtors, paid the break-up fee to the stalking horse bidder, and paid $15,000 to Midwest Custom Bottling. Class 1 (Unsecured Claims of DDD) are impaired. All Allowed Class 1 Claims will be paid in full within fourteen (14) days of the Effective Date. Class 3 (Non-lnsider Unsecured Claims of DDS) are impaired. All Allowed Class 3 Claims will be paid in full within fourteen days of the Effective Date. Class 4 (Unsecured Claim of Serralles USA, LLC) are impaired. The Allowed Unsecured Claim of Serralles USA, LLC, filed against DDS in the aggregate amount of $5,135,913.31. The assets remaining in DDS after payment of Class 3 Claims will be insufficient to pay in full within fourteen days of the Effective Date. A full-text copy of the Joint Combined Disclosure Statement dated June 6, 2019, is available at https://tinyurl.com/y3b6u2f6 from PacerMonitor.com at no charge. About Death's Door Spirits Death's Door Spirits, LLC and Death's Door Distillery, LLC, produce and supply vodka, gin, white whiskey, peppermint schnapps, and dessert liquor. They market and sell their products through retailers and online. Death's Door Spirits and Death's Door Distillery sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case Nos. 18-13912 and 18-13915) on Nov. 21, 2018. At the time of the filing, Death's Door Distillery estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Death's Door Spirits estimated less than $1 million in assets and $1 million to $10 million in liabilities. The Debtors tapped DeMarb Brophy LLC as their legal counsel. DELCATH SYSTEMS: Incurs $19.2-Mil. Net Loss for Year Ended Dec. 31 ------------------------------------------------------------------ Delcath Systems, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $19,222,000 on $3,407,000 of total revenue for the year ended Dec. 31, 2018, compared to a net loss of $45,117,000 on $2,715,000 of total revenue for the year ended in 2017. The audit report of Marcum LLP states that the Company has a working capital deficiency, has incurred losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2018, showed total assets of $6,844,000, total liabilities of $21,783,000, and a total stockholders' deficit of $14,939,000. A copy of the Form 10-K is available at: https://is.gd/gb912P Delcath Systems, Inc., an interventional oncology company, focuses on the treatment of primary and metastatic liver cancers. The company is developing melphalan hydrochloride for Injection for use with the Delcath hepatic delivery system to administer high-dose chemotherapy to the liver. It offers melphalan hydrochloride under the Delcath Hepatic CHEMOSAT Delivery System for Melphalan name in Europe. The company was founded in 1988 and is headquartered in New York. DIVERSIFIED RESOURCES: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------------ The Office of the U.S. Trustee on June 18 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Diversified Resources Inc. The committee members are: (1) Robert E. Joyce, Jr. Representative: Robert E. Joyce, Jr. 2317 Keystone Dr. Evergreen, CO 80439 (303)670-7349 robert@joyce-jr.com (2) Natural Petroleum Corp. Representative: Ronald McGinnis 597 W. Waterview Green Valley, AZ 85614 (520)490-6824 Rrmcginnis34@gmail.com (3) Condit Csajaghy, LLC Representative: Josh Bugos 695 S. Colorado Blvd., Ste. 270 Denver, CO 80246 (720)287-6606 josh@cclawcolorado.com (4) Hart & Hart, LLC Representative: William Hart 1624 N. Washington St. Denver, CO 80203 (303)839-0061 harttrinen@aol.com (5) Richard and Debbie Baldwin Representative: Debbie Baldwin 15 Road 3088 Aztec, NM 87410 (505)793-6193 baldwinracer@hotmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Diversified Resources Inc. Diversified Resources Inc. -- http://www.diversifiedresourcesinc.com-- and its subsidiaries are Colorado-based oil and gas exploration companies, with operations in the San Juan Basin. Diversified Resources, BIYA Operators Inc. and Natural Resource Group, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos. 19-13627 to 19-13629) on April 30, 2019. At the time of the filing, the Debtors disclosed their assets and liabilities as follows: Estimated Assets Estimated Debt ---------------- -------------- Diversified Resources $0 to $50,000 $1-mil. to $10-mil. BIYA Operators $0 to $50,000 $500,000 to $1-mil. Natural Resource $0 to $50,000 $0 to $50,000 The Debtors tapped Buechler Law Office, LLC as their legal counsel. DYNCORP INTERNATIONAL: S&P Affirms 'BB' Rating on First-Lien Debt ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' issue-level rating on DynCorp International Inc.'s first-lien debt. The '1' recovery rating remains unchanged. At the same time, S&P affirmed its 'B+' issue-level rating on the company's second-lien debt and revised its recovery rating to '3' from '4'. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. All of S&P's other ratings on DynCorp remain unchanged. The revision reflects the improved recovery prospects for the second-lien lenders due to the $104 million of voluntary first-lien debt payments DynCorp made in the past year in excess of its required amortization. The excess payments increased the collateral available for the second-lien obligations in the event of a default. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P has completed a recovery analysis on DynCorp International Inc. and are maintaining its '1' recovery rating on the company's first-lien debt. -- S&P revised its recovery rating on the company's second-lien debt to '3' from '4' because DynCorp reduced its amount of first-lien debt outstanding through significant voluntary repayments, which increased the amount of collateral available for the second-lien obligations. -- The company's capital structure comprises a revolving credit facility, a first-lien term loan, secured second-lien notes, and third-lien notes (unrated). S&P assumes the revolver, which matures in July of this year, is extended and the first-lien debt due July 2020 is refinanced. -- S&P has valued the company on a going-concern basis using a 5.0x multiple of its projected emergence EBITDA. Other key assumptions at default include: LIBOR rising to 250 basis points and the revolver is 85% drawn. Simulated default assumptions -- Default year: 2023 -- EBITDA at emergence: $76 million -- Multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. costs): $360 million -- Valuation split (obligors/nonobligors): 100%/0% -- Secured first-lien debt claims: $124 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Secured second-lien debt claims: $443 million -- Recovery expectations: 50%-70% (rounded estimate: 50%) Ratings List DynCorp International Inc. Issuer Credit Rating B+/Stable/-- Ratings Affirmed; Recovery Ratings Revised To From DynCorp International Inc. Senior Secured B+ B+ Recovery Rating 3(50%) 4(40%) Ratings Affirmed; Recovery Ratings Unchanged To From DynCorp International Inc. Senior Secured BB BB Recovery Rating 1(95%) 1(95%) EAGLEVIEW TECHNOLOGY: S&P Lowers ICR to 'B-' on Elevated Leverage ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Bellevue, Wash.-based aerial imagery and 3D measurement software solutions provider EagleView Technology Corp. to 'B-' from 'B'. At the same time, S&P lowered its issue-level ratings on Eagleview's first-lien debt to 'B' from 'B+' and second-lien term loan to 'CCC' from 'CCC+.' The '2' recovery rating on the first-lien debt and '6' recovery rating on the second-lien debt remain unchanged, respectively. The downgrade reflects S&P's expectation that EagleView will sustain an elevated leverage profile over the next 12 months, driven by weaker-than-expected operating performance amidst a period of heightened investment spending and an increased debt burden stemming from its July 2018 dividend recapitalization. S&P believes that investments in new products and efficiency initiatives will persist through the first half of the year, resulting in leverage declining to the high-9x area by the end of 2019, which compares unfavorably to the rating agency's previous expectations of low-to-mid 7x. The stable outlook reflects S&P's expectation that EagleView will achieve solid revenue growth through successful customer adoption of new products in addition to new wins of existing products. The rating agency's expectation of revenue growth and the realization of operational efficiencies should allow the company to benefit from earnings based-deleveraging such that adjusted debt to EBITDA improves from the high-9x area in 2019 to the high-7x by 2020. "Over the next year, we could lower our ratings on EagleView if ongoing weather-related issues, deviations in execution strategy of new product offerings, or cost overruns result in deteriorated operating performance and constrained cash flow and liquidity, creating a capital structure that we deem unsustainable," S&P said. "We could consider a higher rating if operating performance significantly exceeds our expectations resulting in free operating cash flow to debt in the mid- to high-single digit percent area and adjusted leverage below 7x on a sustained basis," S&P said. This could occur if EagleView is able to improve the predictability of its revenue stream by introducing products with more recurring contract terms, if it is able to successfully roll out new, higher margin products and, if it achieves greater than expected cost reduction, according to the rating agency. ELITE PHARMACEUTICALS: Delays Filing Fiscal 2019 Annual Report -------------------------------------------------------------- Elite Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended March 31, 2019. According to the SEC filing, "The Registrant's Annual Report on Form 10-K for the period ended March 31, 2019 cannot be filed within the prescribed time period without unreasonable effort or expense because of a delay by the Registrant in obtaining and compiling information relating to the Registrant's assessment of a material weakness in internal controls and required to be included in the Registrant's Form 10-K." The Company also disclosed that the auditor's opinion on the Company's financial statements for the year ended March 31, 2019 is expected to contain an explanatory paragraph with respect to there being substantial doubt as to the Company's ability to continue as a going concern and the Company expects to continue to incur losses until it is able to generate sufficient revenues to support its operations and offset operating costs. Total revenues for the year ended March 31, 2019 are expected to increase by approximately $0.1 million or 1%, to approximately $7.6 million, as compared to $7.5 million, for the corresponding period of the prior year. Loss from operations for the year ended March 31, 2019 is expected to increase by approximately $0.1 million or 1% to approximately $9.2 million as compared to $9.1 million for the corresponding period of the prior year. Net other income/expenses for the year ended March 31, 2019 is expected to be a net other expense of approximately $0.8 million, as compared to a net other income of $4.3 million for the comparable period of the prior year. This represents an increase in non-operating expense of approximately $5.1 million for the year ended March 31, 2019, as compared to the comparable period of the prior year. The most significant component in this increase in net non-operating expenses was the income recognized in relation to the change in fair value of derivative instruments, which is a component of non-operating income/expenses and is expected to be approximately $0.2 million for the year ended March 31, 2019, as compared to $4.7 million for the comparable period of the prior year. Net loss attributable to common shareholders is expected to increase by approximately $5.6 million to approximately $9.3 million for the year ended March 31, 2019 as compared to a net loss attributable to common shareholders of $3.7 million for the comparable period of the prior year. Basic loss per share is expected to be $0.01 on a weighted average shares outstanding of approximately 814 million shares. Basic loss per share for the comparable period of the prior year was $0.00 on a weighted average shares outstanding of 796 million. The Company's management has concluded that material weaknesses in the Company's internal controls over financial report existed. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A copy of the Form 12b-25 is available at: https://is.gd/pQKvKY On Feb. 11, 2019, the Company filed its quarterly report on Form 10-Q, disclosing a net loss of $2,344,318 on $2,693,966 of total revenue for the three months ended Dec. 31, 2018, compared to a net loss of $490,181 on $2,535,454 of total revenue for the same period in 2017. The Company also disclosed a net loss of $6,615,616 on $6,224,713 of total revenue for the nine months ended Dec. 31, 2018, compared to a net loss of $843,758 on $5,861,805 of total revenue for the same period in 2017. At Dec. 31, 2018, the Company had total assets of $26,377,364, total liabilities of $12,737,998, and $264,594 in total shareholders' deficit. A copy of the Form 10-Q is available at: https://is.gd/nGMq5e Elite Pharmaceuticals, Inc., a specialty pharmaceutical company, engages in the research, development, manufacture, and licensing of proprietary orally administered controlled-release drug delivery systems and products. The Company operates in Abbreviated New Drug Applications for Generic Products and New Drug Applications for Branded Products segments. The Company was founded in 1984 and is headquartered in Northvale, New Jersey. ELK PETROLEUM: Hires Pinsonnault of Ankura Consulting as CRO ------------------------------------------------------------ Elk Petroleum, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Scott M. Pinsonnault of Ankura Consulting Group, LLC, as chief restructuring officer to the Debtors. Elk Petroleum requires Ankura Consulting to: a. work with management and guide the Debtors with the principle of maximizing value for the estates and stakeholders; b. assist in the preparation of information and analysis necessary for the confirmation of a plan in these chapter 11 proceedings; c. assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; d. assist in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; e. assist to the Debtors with information and analyses required pursuant to the DIP financing and use of cash collateral including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing; f. assist the Debtors in the preparation of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; g. assist the Debtors with information and analyses required pursuant to the DIP financing and use of cash collateral including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing; h. attend at meetings and assistance in discussions with potential investors, banks and other secured lenders, any official committee(s) appointed in these chapter 11 cases, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; i. analyze creditor claims by type, entity and individual claim, including assistance with development of databases, as necessary, to track such claims; j. advice and assist with respect to accounting and tax matters; and k. render such other general business consulting or such other assistance as Debtors' management or counsel may deem necessary that are consistent with the role as the CRO and a crisis and turnaround management provider that are not duplicative services provided by other professionals in this proceeding. Ankura Consulting will be paid at these hourly rates: Senior Managing Directors $965-$1,045 Other Professionals $390-$940 Paraprofessionals $150-$250 Ankura Consulting will be paid a $75,000 per month. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott M. Pinsonnault, a senior managing director of Ankura Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Ankura Consulting can be reached at: Scott M. Pinsonnault ANKURA CONSULTING GROUP, LLC 1220 19th Street, NW Suite 700 Washington, DC 20036 Tel: (202) 797-1111 Fax: (202) 797-3619 About Elk Petroleum Elk Petroleum Inc. -- https://www.elkpet.com/ -- is an oil and gas company specializing in enhanced oil recovery (EOR). Elk Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-11157) on May 22, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of less than $50,000. The petition was signed by Scott M. Pinsonnault, chief restructuring officer. The Debtors tapped Norton Rose Fulbright US LLP and Womble Bond Dickinson (US) LLP as legal counsel; Ankura Consulting Group, LLC as restructuring advisor; Opportune LLP as valuation analysis provider; and Bankruptcy Management Solutions, Inc. as claims and noticing agent. F4 VENTURES: July 16 Plan Confirmation Hearing ---------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of F4 Ventures-Cinnaholic, LLC, is conditionally approved. The hearing to consider final approval of the Debtor's Disclosure Statement is fixed and shall be held on July 16, 2019 at 9:30 a.m. in the Plano Bankruptcy Courtroom, 660 N. Central Expressway, Third Floor, Plano, Texas 75074. July 11, 2019 is fixed as the last day for filing and serving written objections to final approval of the Disclosure Statement. July 12, 2019 is fixed as the last day for filing written acceptances or rejections of the proposed Chapter 11 plan. 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. FARROW GROUP: Unsecureds to Receive 100% of Allowed Claims ---------------------------------------------------------- Farrow Group, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined plan and disclosure statement. Class Five under the plan consists of the general unsecured claims of the debtor in the aggregate amount of $517,544. Each holder of an Allowed Claim in this class will receive a pro rata distribution from the proceeds paid in by the Debtor to fund this Plan, but only after payment in full of all claims in any senior class or group. The holders of allowed claims in this class will be paid 100% of the allowed amount of their respective claims without interest on such pro rata basis for the duration of the Plan. Creditors of this class will be paid $1,000 per month beginning on the Effective Date until Nov. 1, 2022 at which time the monthly payments will increase to $3,393 and will remain so until March 1, 2023 at which time the monthly payments shall increase to $6,177 until May 1, 2024 at which time the monthly payments shall increase to $8,810 until August 1, 2024 at which time the monthly payments will increase to $21,660 until such time that 100% of the Allowed Claims are paid in full (approximately Feb. 1, 2026). Debtor estimates that the holders of Allowed Claims in this class will receive a pro-rata distribution equal to 100% of their Allowed Claim. The funds from the contribution made by Michael Farrow, the company's president, in conjunction with the cash flow provided by Debtor's continuing business operations will be used to fund this Plan and are reasonably expected to be sufficient. To the extent that the Reorganized Debtor requires financing from a lending institution or from another source in order to satisfy the necessary cash payments described in the Plan, the Reorganized Debtor, in its sole discretion, may seek such financing. In the event the Reorganized Debtor obtains such financing, it will not obligate the Debtor to acceleration of any payments or obligations set forth in the Plan. A copy of the Combined Plan and Disclosure Statement is available at https://tinyurl.com/yymgcxmx from Pacermonitor.com at no charge. About Farrow Group Farrow Group, Inc., a demolition contractor based in Detroit, Michigan, filed for chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 19-41009) on Jan. 24, 2019, with estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Michael Farrow, president. FC BACKGROUND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: FC Background, LLC d/b/a FC Construction Services 8350 N. Central Expwy., #300 Dallas, TX 75206 Business Description: FC Background, LLC -- http://www.fc-cs.com -- is a services provider conducting worker screening, badging, tracking, and access control programs on construction projects such as light rail, sports arenas, airports, hospitals, K-12 schools, colleges, universities, and miscellaneous industrial construction. Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 19-32037 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Mark Edward Andrews, Esq. DYKEMA GOSSETT PLLC 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: (214) 462-6400 Fax: (214) 462-6401 E-mail: mandrews@dykema.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Ira D. Walker, chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-32037_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb19-32037.pdf FIRSTENERGY SOLUTIONS: Noteholders File 4th Modified Statement -------------------------------------------------------------- In the Chapter 11 cases of FirstEnergy Solutions Corp., et al., the law firms Baker & Hostetler LLP and Kramer Levin Naftalis & Frankel LLP filed a fourth supplemental disclosure under Rule 2019 of the Federal Rules of Bankruptcy Procedure to provide an updated list of names and economic interests of members of the Ad Hoc Noteholder Group. As of the May 13, 2019 Effective Date, members of the Ad Hoc Group and their disclosable economic interests are: (1) Alliance Bernstein, L.P. 1345 Avenue of the Americas New York, NY 10105 * $13,955,000 face amount of the 5.625% FG Secured Notes Due 2018 * $10,000,000 face amount of the 4.25% FG Secured Notes Due 2047 * $22,930,000 face amount of the 4.25% FG Secured Notes Due in 2029 * $37,245,000 face amount of the 4.375% NG Secured Notes Due 2033 * $5,340,000 face amount of the 4.375% NG Secured Notes Due 2035 (2) Allstate Insurance Company 3075 Sanders Rd., STE G5 Northbrook, IL 60062 * $13,000,000 face amount of the 6.05% FES Unsecured Notes Due 2021 * $10,750,000 face amount of the 6.8% FES Unsecured Notes Due 2039 * $3,000,000 face amount of the 6.85% Mansfield Notes Due 2034 (3) Avenue Capital Management II, L.P. 399 Park Avenue New York, NY 10024 * $46,454,000 face amount of the 6.05% FES Unsecured Notes Due 2021 * $126,151,000 face amount of the 6.80% FES Unsecured Notes Due 2039 * $24,897,000 face amount of the 3.75% FG Unsecured Notes Due 2023 * $19,560,000 face amount of the 3.1% FG Unsecured Notes Due 2023 * $4,925,000 face amount of the 3.0% FG Unsecured Notes Due 2019 * $1,000,000 face amount of the 3.5% FG Unsecured Notes Due 2041 * $1,000,000 face amount of the 3.75% FG Unsecured Notes Due 2040 * $24,959,000 face amount of the 5.7% FG Unsecured Notes Due 2020 * $14,900,000 face amount of the 2.7% NG Unsecured Notes Due 2035 * $4,000,000 face amount of the 4.0% NG Unsecured Notes Due June 2033 * $21,985,000 face amount of the 4.0% NG Unsecured Notes Due Dec 2033 * $25,398,000 face amount of the 3.5% NG Unsecured Notes Due 2035 * $57,555,000 face amount of the 3.75% NG Unsecured Notes Due 2033 * $2,190,000 face amount of the 4.0% NG Unsecured Notes Due 2034 * $93,728,000 face amount of the 6.85% Mansfield Notes Due 2034 (4) BlackRock Financial Management Inc. – Municipal Group 345 Park Ave New York, NY 10154 * $1,500,000 face amount of the 3.95% NG Unsecured Notes Due 2032 * $3,000,000 face amount of the 4.0% NG Unsecured Notes Due 2035 (5) CoveKey Management, LP 5847 San Felipe Street Houston, TX 770957 * $3,982,000 face amount of the 6.8% FES Unsecured Notes Due 2039 * $1,725,000 face amount of the 3.75% FG Unsecured Notes Due 2023 * $125,000 face amount of the 3.75% FG Unsecured Notes Due 2033 * $1,250,000 face amount of the 3.0% FG Unsecured Notes Due 2019 * $270,000 face amount of the 3.50% FG Unsecured Notes Due 2041 * $3,660,000 face amount of the 5.7% FG Unsecured Notes Due 2020 * $1,000,000 face amount of the 2.7% NG Unsecured Notes Due 2035 * $290,000 face amount of the 4.0% NG Unsecured Notes Due June 2033 * $120,000 face amount of the 4.0% NG Unsecured Notes Due Dec. 2033 * $800,000 face amount of the 3.50% NG Unsecured Notes Due 2035 * $50,000 face amount of the 3.75% NG Unsecured Notes Due 2033 * $485,000 face amount of the 4.0% NG Unsecured Notes Due 2034 * $200,000 face amount of the 4.0% NG Unsecured Notes Due 2035 (6) Capital Research and Management Company 333 South Hope Street 55th Floor Los Angeles, CA 90071 * $21,465,000 face amount of the 5.625% FG Secured Notes Due 2018 (7) GoldenTree Asset Management LP 300 Park Ave, Floor 20 New York, NY 10022 * $1,320,000 face amount of the 4.25% FG Secured Notes Due 2047 * $11,660,000 face amount of the 4.375% NG Secured Notes Due 2033 * $3,380,000 face amount of the 4.375% NG Secured Notes Due 2035 * $25,500,000 face amount of the 6.85% Mansfield Notes Due 2034 (8) Nuveen Asset Management, LLC 333 W Wacker Dr. Chicago, IL 60606 * $74,145,000 face amount of the 5.625% FG Secured Notes Due in 2018 * $29,105,000 face amount of the 4.25% FG Secured Notes Due 2047 * $60,525,000 face amount of the 4.25% FG Secured Notes Due 2029 * $163,333,000 face amount of the 3.75% FG Unsecured Notes Due 2023 * $24,150,000 face amount of the 2.55% FG Unsecured Notes Due 2041 * $23,350,000 face amount of the 3.1% FG Unsecured Notes Due 2023 * $50,445,000 face amount of the 3.0% FG Unsecured Notes Due 2019 * $52,640,000 face amount of the 3.5% FG Unsecured Notes Due 2041 * $42,000,000 face amount of the 3.75% FG Unsecured Notes Due 2040 * $102,756,000 face amount of the 5.7% FG Unsecured Notes Due 2020 * $166,775,000 face amount of the 4.375% NG Secured Notes Due 2033 * $43,945,000 face amount of the 4.375% NG Secured Notes Due 2035 * $46,665,000 face amount of the 2.7% NG Unsecured Notes Due 2035 * $7,635,000 face amount of the 3.125% NG Unsecured Notes Due 2033 * $7,200,000 face amount of the 3.125% NG Unsecured Notes Due 2034 * $23,045,000 face amount of the 4.0% NG Unsecured Notes Due June 2033 * $73,115,000 face amount of the 4.0% NG Unsecured Notes Due December 2033 * $25,670,000 face amount of the 3.625% NG Unsecured Notes Due 2033 * $52,975,000 face amount of the 3.95% NG Unsecured Notes Due 2032 * $20,675,000 face amount of the 3.75% NG Unsecured Notes Due June 2033 * $15,020,000 face amount of the 3.625% NG Unsecured Notes Due December 2033 * $112,237,000 face amount of the 3.50% NG Unsecured Notes Due 2035 * $37,885,000 face amount of the 3.75% NG Unsecured Notes Due 2033 * $57,970,000 face amount of the 4.0% NG Unsecured Notes Due 2034 * $56,625,000 face amount of the 4.0% NG Unsecured Notes Due 2035 (9) PointState Capital LP 40 West 57th Street, 25th Floor New York, NY 10019 * $56,000,000 face amount of the 6.05% FES Unsecured Notes Due 2021 * $4,680,000 face amount of the 6.8% FES Unsecured Notes Due 2039 * $2,000,000 face amount of the 3.10% FG Unsecured Notes Due 2023 * $3,000,000 face amount of the 3.0% FG Unsecured Notes Due 2019 * $2,000,000 face amount of the 4.0% NG Unsecured Notes Due 2033 * $8,000,000 face amount of the 3.50% NG Unsecured Notes Due 2035 * $3,000,000 face amount of the 4.0% NG Unsecured Notes Due 2035 (10) USAA Asset Management 9800 Fredericksburg Rd San Antonio, TX 78288 * $20,000,000 face amount of the 3.75% FG Unsecured Notes Due 2023 * $6,000,000 face amount of the 5.7% FG Unsecured Notes Due 2020 * $7,000,000 face amount of the 4.0% NG Unsecured Notes Due June 2033 * $30,000,000 face amount of the 4.0% NG Unsecured Notes Due December 2033 * $21,674,000 face amount of the 6.85% Mansfield Notes Due 2034 On April 25, 2018, Counsel submitted a verified statement pursuant to Rule 2019 for the Ad Hoc Noteholder Group. On May 11, 2018, Counsel filed a supplemental statement under Rule 2019. On Aug. 31, 2018, Counsel filed the second supplemental statement. On March 18, 2019, Counsel filed a third supplemental statement. Counsel filed the fourth supplemental statement on May 17, 2019. Counsel can be reached at: BAKER & HOSTETLER LLP Eric R. Goodman, Esq. Key Tower 127 Public Square, Suite 2000 Cleveland, OH 44114-1214 Telephone: 216.621.0200 Facsimile: 216.696.0740 E-mail: egoodman@bakerlaw.com - and - KRAMER LEVIN NAFTALIS & FRANKEL LLP Amy Caton, Esq. P. Bradley O’Neill, Esq. Joseph A. Shifer, Esq. 1177 Avenue of the Americas New York, New York 10036 Telephone: 212.715.9100 E-mail: acaton@kramerlevin.com boneill@kramerlevin.com jshifer@kramerlevin.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/FirstEnergy_2655_Rule2019.pdf About FirstEnergy Solutions Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a subsidiary of FirstEnergy Corp (NYSE:FE). FES -- http://www.firstenergycorp.com/-- provides energy-related products and services to retail and wholesale customers; and owns and operates 5,381 MWs of fossil generating capacity through its FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of nuclear generating capacity through its FirstEnergy Nuclear Generation subsidiary. Nuclear generating plants are operated by FirstEnergy Nuclear Operating Company (FENOC), which is a separate subsidiary of FirstEnergy Corp. On March 31, 2018, FirstEnergy Solutions and 6 affiliates, including FENOC, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 18-50757). The cases are pending before the Honorable Judge Alan M. Koschik and their cases be jointly administered under Case No. 18-50757. Parent company, First Energy Corp. and its other subsidiaries, including its regulated subsidiaries, are not part of the filing and will not be subject to the Chapter 11 process. First Energy Corp. listed $42.2 billion in total assets against $4.07 billion in total current liabilities, $21.1 billion in long-term debt and other long-term obligations and $13.1 billion in non-current liabilities as of Dec. 31, 2017. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor and Charles Moore as chief restructuring officer; and Prime Clerk as claims and noticing agent. The Debtors also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsel. The U.S. Trustee for Region 9 appointed an official committee of unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley & McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the committee. FLEX ACQUISITION: S&P Alters Outlook to Negative, Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its'B' issuer credit rating on Flex Acquisition Holdings Inc.'s (also known as Novolex) and revised the outlook to negative from stable. S&P's rating action reflects Novolex's weaker-than-expected performance after its acquisition of Waddington, which closed June 29, 2018. There have been a number of unforeseen challenges associated with the acquisition, including the unexpected loss of a notable customer, general weakness in all products segments with the exception of the eco-product line, and larger–than-expected production inefficiencies. These factors have caused Waddington's constant sales volumes (excluding impact of resin pass-through and foreign exchange) to fall 6% for the first quarter of 2019 (1Q19) versus the prior year and its pro forma adjusted EBITDA to fall 22% for the same period. In addition, Novolex took a $450 million goodwill impairment charge during the year ended 2018 due to the aforementioned reasons. "The negative outlook reflects the possibility that we could lower our ratings if Novolex cannot deleverage to around 7.5x over the next 12 months. This could occur if Novolex experiences weaker demand, input cost inflation, or unexpected integration challenges that cause delays in synergy realization," S&P said, adding that this could also occur if debt reduction associated with Novolex's excess cash flow is well below the rating agency's expectations. S&P said it could lower its ratings if weaker demand, input cost inflation, or unexpected integration challenges cause leverage to remain above 7.5x on a sustained basis. This could occur if the company's operating margins deteriorate by 100 basis points (bps), according to the rating agency. S&P further said it could also lower ratings if debt reduction associated with Novolex's excess cash flow is well below its expectations or if the company continues to pursue acquisitions, causing credit metrics to remain at the aforementioned level. "We could revise our outlook to stable if we see a notable improvement in Novolex's operating performance over the next 12 months combined with meaningful debt reduction, such that leverage is around 7.5x and we expect further improvement thereafter. This could occur if the company achieves our base-case expectations for 2019," S&P said. FRANK THEATRES: Discloses $14.5MM Exit Facility in New Plan ----------------------------------------------------------- Frank Theatres Bayonne/South Cove, LLC, filed a first amended Chapter 11 plan and accompanying disclosure statement contemplating that the DIP Loan Claim will be rolled into an exit facility in the aggregate principal amount of $14.5 million to be provided by the Senior Lenders. In full satisfaction of the Senior Lenders' Claims, the Senior Lenders shall receive (i) a first-priority secured term loan claim against the Debtors or Reorganized Debtors, as applicable, in an amount equal to $3.5 million, and (ii) 100% of the Reorganized FEG Equity Interests. Class 7 - General Unsecured Claims are impaired. On or as soon as reasonably practicable after the later of (i) the Plan Effective Date, or (ii) the date such claim is allowed by a final, non-appealable order of the Bankruptcy Court, Holders of Class 7 General Unsecured Claims shall receive their pro rata share of the (a) General Unsecured Claims Cash Pool. Class 2 - Senior Lenders' Claims are impaired. In full satisfaction of the Senior Lenders' claims, the Senior Lenders shall receive (i) a first-priority secured term loan claim against the Debtors or Reorganized Debtors. Class 5A - Seacoast Subordinated Debt Claim are impaired. In full satisfaction of Seacoast's Subordinated Debt Claim, Seacoast shall be treated in accordance with the terms of the Seacoast Side Letter Agreement. Class 5B - BSP Subordinated Debt Claim are impaired. BSP shall not receive any distribution under the Plan on account of their subordinated debt claims. Class 6 - Intercompany Claims are impaired. Intercompany Claims shall be canceled and released without any distribution on account of such Claims. Class 8A - Equity Interests in the Borrower are impaired. Existing Equity Interests in the Borrower shall be cancelled as of the Effective Date and holders of such interests will not receive or retain any property under the Plan on account of such interests. Class 8B - Equity Interests in the Guarantors are impaired. As of the Plan Effective Date, existing Equity Interests in the Guarantors shall either be (i) reinstated in accordance with Section 1124 of the Bankruptcy Code, or (ii) distributed to the Senior Lenders or their designee on account of their Class 8B Equity interests. Unless otherwise expressly agreed in writing, all Cash payments to be made pursuant to the Plan shall be made by check drawn on a domestic bank or via an electronic wire or ACH Transfer. A full-text copy of the First Amended Disclosure Statement dated June 6, 2019, is available at https://tinyurl.com/yyj7yxb2 from PacerMonitor.com at no charge. A blacklined version of the First Amended Disclosure Statement dated June 6, 2019, is available at https://tinyurl.com/yyu4jcof from PacerMonitor.com at no charge. Counsel for the Debtor are Kenneth A. Rosen, Esq., Joseph J. DiPasquale, Esq., Eric S. Chafetz, Esq., and Michael Papandrea, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. About Frank Theatres The Frank Entertainment Group, LLC -- http://www.franktheatres.com/ -- has owned, operated, developed, and managed over 150 entertainment venues including nickelodeons, motion picture theatres, arcades, restaurants, nightclubs, bowling centers, game centers, and family entertainment centers. The Debtors operate pure play movie theaters, combination movie theater/family entertainment complexes, and pure play family entertainment complexes in six east coast states -- New Jersey (including theaters located in Bayonne and Rio Grande), Florida, North Carolina, South Carolina, Pennsylvania, and Virginia -- under the brand names Frank Theatres, CineBowl & Grille, and Revolutions. The Debtors employ approximately 694 people. Frank Entertainment Group is the ultimate parent of all of the other Debtors, including Frank Management, LLC, the main operating and management company. Frank Entertainment Group is headquartered in Jupiter, Florida. Frank Entertainment Group and 23 affiliates sought Chapter 11 protection on Dec. 19, 2018. The lead case is In re Frank Theatres Bayonne/South Cove, LLC (Bankr. D.N.J. Lead Case No. 18-34808). Frank Theatres Bayonne estimated assets of $10 million to $50 million and liabilities of the same range. The Hon. Stacey L. Meisel is the case judge. The Debtors tapped Lowenstein Sandler LLP as counsel; Moss Adams LLP as financial advisor; Paragon Entertainment Holdings, LLC as consultant; and Prime Clerk LLC as claims and noticing agent. FUSION CONNECT: U.S. Trustee Forms 3-Member Committee ----------------------------------------------------- The U.S. Trustee for Region 2 on June 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Fusion Connect Inc. and its affiliates. The committee members are: (1) Abante Rooter and Plumbing, Inc. 99 High Street, Suite 304 Boston, Massachusetts 02110 Attn: Edward Broderick Tel: (617) 680-0049 (2) AT&T Services, Inc. One Rockefeller Plaza, Room 18-19 New York, New York 10020 Attn: James W. Grudus, Esq. Tel: (212) 205-0659 (3) Equinix, Inc. 1133 Avenue of the Americas, 16th Floor New York, New York 10036 Attn: Liz Vazquez, Esq. Tel: (646) 430-6847 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Fusion Connect Fusion Connect Inc. -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised in this process by FTI Consulting and PJT Partners, Inc., as financial advisors, and Weil, Gotshal & Manges LLP as legal advisor. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal advisor. GREATER APOSTOLIC: Seeks to Hire Coldwell as Real Estate Agent -------------------------------------------------------------- Greater Apostolic Faith Temple Church, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire a real estate agent. The Debtor proposes to employ Coldwell Banker Commercial to (i) list for sale or lease its office building located at 2754 Imperial Ave., San Diego, Calif.; and (ii) list for sale a vacant lot located at 2810 L St., San Diego, Calif. Mike Habib is the firm's rela estate agent who will be providing the services. Under the listing agreement governing the lease of the office building, the proposed rent amount is $2.35 per square foot. Coldwell will get 5 percent of the total rent amount from the lease of the property. If the office building is sold, the firm will get 5 percent of the listing price, which is $2.4 million. Meanwhile, Coldwell will get 5 percent of the listing price (which is $1.6 million) from the sale of the vacant lot. Mr. Habib does not hold any interest adverse to the Debtor and the bankruptcy estate, according to court filings. Coldwell can be reached through: Mike Habib Coldwell Banker Commercial NRT 9332 Fuerte Drive La Mesa, CA 91941 Tel: (619) 463-6600 Fax: (619) 460-3231 E-mail: mikehabib@coldwellbanker.com About Greater Apostolic Faith Temple Church Inc. Greater Apostolic Faith Temple Church Inc., a religious organization in San Diego, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-02820) on May 14, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The Speckman Law Firm is the Debtor's counsel. GREENWAY SERVICES: Seeks to Hire Copeland Law as Counsel -------------------------------------------------------- Greenway Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to employ Copeland Law Firm, P.C., as attorney to the Debtor. Greenway Services requires Copeland Law to: a. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor in involved and the preparation and objections to claims filed against the Debtor's estate; b. prepare on behalf of the Debtor, as the Debtor in Possession, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtor's estate; c. negotiate and prepare on behalf of the Debtor a plan of reorganization and all related documents; and d. perform all other necessary legal services in connection with the prosecution of the Chapter 11 case. Copeland Law will be paid at these hourly rates: Attorneys $300 Associates $175 Paraprofessionals $100 On May 29, 2019, the Debtor paid Copeland Law an advance retainer of $12,000. After deducting fees and expenses, the Firm is holding a balance retainer of $8,908. Copeland Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert T. Copeland, a partner at Copeland Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Copeland Law can be reached at: Robert T. Copeland, Esq. COPELAND LAW FIRM, P.C. 212 Valley St NW Abingdon, VA 24210 Tel: (276) 628-9525 E-mail: rtc@rcopelandlaw.com About Greenway Services Services, Inc. -- http://greenwayservicesincorporated.com/-- offers clearing and demolition, earthwork, storm drainage, utilities, and paving and concrete services. Since 1989, the Company has been serving the NC, SC, VA, TN and KY areas. Greenway Services, Inc., based in Abingdon, VA, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-70750) on May 31, 2019. In the petition signed by Mark D. Osborne, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Paul M. Black oversees the case. The Debtor hires Copeland Law Firm, P.C, as bankruptcy counsel to the Debtor. HEARTLAND DENTAL: S&P Rates Incremental First-Lien Term Loan 'B-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Heartland Dental LLC's recently announced $150 million incremental first-lien term loan. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The company will use the proceeds from this incremental term loan to fund acquisitions. All of S&P's existing ratings on Heartland Dental LLC remain unchanged following the incremental first-lien term loan because they continue to reflect the company's active business development strategy and S&P's expectation that leverage will remain above 10x in 2019-2020. The existing ratings also reflect the company's leading market position and narrow operating focus in the highly fragmented dental practices market. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Heartland's capital structure consists of a $135 million revolver (assumed 85% drawn at default), a $1 billion first-lien term loan, a $150 million first-lien delayed-draw term loan (assumed 100% drawn at default), a $150 million first-lien incremental term loan, and $310 million of senior unsecured notes. -- S&P has valued the company on a going-concern basis using a 4.5x multiple of its projected emergence EBITDA of $195 million. S&P uses the 4.5x multiple for all dental companies given the market valuations of dental offices. -- S&P's simulated default scenario assumes a default occurring in 2021 due to increased competition and a decline in third-party reimbursement rates. Simulated default assumptions -- Simulated year of default: 2021 -- Implied enterprise value multiple: 4.5x -- EBITDA at default: $195 million Simplified waterfall -- Net enterprise value (after 5% administrative costs): $832 million -- Collateral value available to secured debt: $832 million -- First-lien secured debt: $1,442 million --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Collateral value available to senior unsecured debt: $0 -- Senior unsecured debt: $323 million --Recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Ratings List Heartland Dental, LLC Issuer Credit Rating B-/Negative/-- New Rating Heartland Dental, LLC Senior Secured US$150 mil incremental 1st lien term bank ln due 04/30/2025 B- Recovery Rating 3(55%) Recovery Rating Revised To From Heartland Dental, LLC Senior Secured US$1 bil term bank ln due 04/30/2025 Recovery Rating 3(55%) 3(60%) US$135 mil revolver bank ln due 04/28/2023 Recovery Rating 3(55%) 3(60%) US$150 mil delayed draw bank ln due 04/30/2025 Recovery Rating 3(55%) 3(60%) HELIOS AND MATHESON: Inks Indemnification Agreement with Acting CFO ------------------------------------------------------------------- Helios and Matheson Analytics Inc. has entered into its customary form of Indemnification Agreement with Robert Damon, the Company's interim chief financial officer and secretary. Pursuant to the terms of the Indemnification Agreement, the Company must indemnify Mr. Damon if he is or was a party to or threatened to be made a party to any proceeding by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of another entity, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Mr. Damon in connection with the defense or settlement of such proceeding or any claim, issue or matter therein, subject to customary exclusions as required by applicable law and as set forth in the Indemnification Agreement. The Company must advance all reasonable expenses to Mr. Damon in connection with a proceeding or any claim, issue or matter therein within 30 days after receipt of a notice from him requesting the advance. The notice must include reasonable evidence of the expenses and must be preceded or accompanied by an undertaking by or on behalf of Mr. Damon to repay any expenses advanced if it is determined that he is not entitled to be indemnified against the expenses. Notwithstanding the Indemnification Agreement, the Company must indemnify Mr. Damon to the full extent permitted by law, whether or not such indemnification is specifically authorized by the other provisions of the Indemnification Agreement, the Company's Certificate of Incorporation, the Bylaws, or by statute. The term of the Indemnification Agreement will continue until the later of: (a) 10 years after the date that Mr. Damon ceases to serve as a director or officer of the Company or as a director, officer, employee, or agent of another entity at the request of the Company, or (b) the final disposition of all pending proceedings or claims, issues or matters in respect of which Mr. Damon is granted rights of indemnification or advancement of expenses under the Indemnification Agreement and of any action, suit or proceeding commenced by Mr. Damon to enforce his rights under the Indemnification Agreement. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. More recently, to provide greater value to stockholders, the Company has sought to expand its business primarily through acquisitions that leverage its capabilities and expertise. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, 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 negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. 2018 Form 10-K Filing Delay Helios and Matheson had filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2018. The Company said it requires additional time to provide its independent registered public accounting firm with the information and documentation regarding its assessment of its internal control over financial reporting to enable its independent registered public accounting firm to provide the required attestation report. HERMITAGE INN REAL: Seeks to Hire Neubert Pepe as Counsel --------------------------------------------------------- Hermitage Inn Real Estate Holding Company, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Neubert Pepe & Monteith, P.C., as counsel to the Debtor. Hermitage Inn Real requires Neubert Pepe to: a. advise the Debtor of its rights, powers, and duties as the Debtor and debor-in-possession continuing to operate and manage its business and property; b. advise the Debtor concerning, and assist in the negotiation and documentation of, financing agreements, debt restructuring, and related transactions; c. review the nature and validity of any liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of such liens; d. advise the Debtor concerning the actions that these might take to collect and to recover property for the benefit of the Debtor's estate; e. prepare on the Debtor's behalf necessary and appropriate applications, motions, pleadings, draft orders, notices, and other documents, and review all financial and other reports to be filed in the Chapter 11 bankruptcy case; f. advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices, and other papers which may be filed and served in the Chapter 11 case; g. counsel the Debtor in connection with the formulation, negotiation, and prosecution of a plan of reorganization and related documents; and h. perform all other legal services for and on behalf of the Debtor which may be necessary or appropriate in the administration of the Chapter 11 bankruptcy case. Neubert Pepe will be paid at these hourly rates: Principal $385 Associate $175 to $325 Paralegal $145 Neubert Pepe is holding a retainer in the amount of $57,721.50. Neubert Pepe will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas S. Skalka, a principal at Neubert Pepe & Monteith, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Neubert Pepe can be reached at: Douglas S. Skalka, Esq. NEUBERT PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 E-mail: dskalka@npmlaw.com About Hermitage Inn Real Estate Hermitage Inn Real Estate Holding Company, LLC, and Hermitage Club, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Lead Case No. 19-20903) on May 28, 2019. The Hon. James J. Tancredi oversees the case. Douglas S. Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves as bankruptcy counsel to the Debtor. In the petitions signed by James R. Barnes, manager, Hermitage Inn estimated assets of $50 million to $100 million and liabilities of the same range; and Hermitage Club estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. I.K.E. ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: I.K.E. Electrical Corporation dba IKE Electrical Corp. 1 Closter Commons - Ste. 129 Closter, NJ 07624 Business Description: I.K.E. Electrical Corporation is a residential electrical contractor in Closter, New Jersey. The Company previously sought bankruptcy protection on April 28, 2016 (Bankr. D. N.J. Case No. 16-18212). Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court District of New Jersey (Newark) Case No.: 19-22216 Judge: Hon. John K. Sherwood Debtor's Counsel: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Tel: 973-696-8391 E-mail: dstevens@scuramealey.com ecfbkfilings@scuramealey.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rebecca S. Adika, president. 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/njb19-22216.pdf INSPIRED ENTERTAINMENT: Moody's Assigns B1 CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family rating and B1-PD Probability of Default Rating to Inspired Entertainment, Inc. Concurrently, Moody's has assigned B1 instrument ratings to the proposed GBP220 million equivalent senior secured term loan (GBP 140 million and EUR 90 million) and the GBP20 million senior secured revolving credit facility to be borrowed by Gaming Acquisitions Limited. The outlook is stable. This is the first time that Moody's has assigned ratings to Inspired, a B2B supplier of server-based gaming systems and virtual sports, primarily active in the UK, Greece, Italy and the North American market. On June 11, 2019, Inspired announced that it has entered into a definitive agreement to acquire the Gaming Technology Group of Novomatic UK Ltd., a division of Novomatic Group, a leading international supplier of gaming equipment and solutions, for the EUR equivalent of USD120 million. The proposed term loan will finance the purchase price and acquisition costs as well as refinance existing debt. Pro forma for the announced new capital structure, Moody's adjusted gross leverage is c.3.6x for 2019, with a decrease expected towards 3x in 2020. RATINGS RATIONALE Inspired's B1 rating with a stable outlook is supported by (i) leading positions as a niche player in its core markets; (ii) circa 90% recurring revenues and from an established customer base; (iii) relatively low starting leverage set to reduce due to cost synergies, reinforced by a conservative financial policy; (iv) the company's well invested asset base which will reduce capex pressure in the next few years. The B1 rating is constrained by the company's (i) relatively small scale and geographic concentration in the UK, however there is a niche aspect to the business as well as a growing international presence; (ii) exposure to the risks of social pressures in the context of evolving regulation, for example the triennial review in the UK which will reduce EBITDA beginning in 2019, however Moody's notes that further adverse gaming machine regulation is unlikely in the medium term, and (iii) execution risk in adjusting to the effect of the triennial review as well as implementing the cost saving measures in the business plan. Liquidity Profile Moody's considers Inspired's liquidity to be adequate based on cash on balance sheet at transaction close, a certain level of capex flexibility, and an undrawn GBP20 million revolving credit facility. Supporting liquidity through the projection period is the maturity profile of the proposed loan and RCF (7 years and 5.5 years respectively). The RCF contains a leverage covenant which Moody's considers highly unlikely to be breached in the near term. Structural considerations Inspired's pro forma debt capital structure comprises GBP220 million equivalent senior secured loan and a senior secured GBP20 million RCF. The B1-PD PDR is at the same level as the CFR, reflecting the use of a 50% recovery rate as is typical for transactions with bank debt with minimal financial covenants. The senior secured RCF ranks pari passu with the senior secured loan and therefore they both carry the same B1 rating as the CFR. Outlook The stable outlook assumes that the company will be able to absorb the negative effects of the Triennial review as planned and successfully integrate NTG, achieving the planned synergies. It also assumes no materially adverse regulatory changes or loss of material contract, whilst maintaining a conservative financial policy with no major debt-funded acquisitions or shareholder distributions. WHAT COULD CHANGE THE RATING UP/DOWN The company is considered to be weakly positioned in the B1 rating category, therefore an upgrade is unlikely in the near term. However, upward pressure on the rating could occur over time after the company has established a track record as a larger group and achieved a reduction in Moody's adjusted leverage to below 3x on a sustainable basis as well as free cash flow consistently above 15% of Moody's adjusted debt whilst maintaining a good liquidity profile. Downward pressure on the rating could occur if the conditions for a stable outlook were not met, adjusted leverage increased sustainably to or above 4x, or if liquidity deteriorated. Assignments: Issuer: Inspired Entertainment, Inc. Probability of Default Rating, Assigned B1-PD Corporate Family Rating, Assigned B1 Issuer: Gaming Acquisitions Limited Gtd Senior Secured Term Loan, Assigned B1 Gtd Senior Secured Revolving Credit Facility, Assigned B1 Outlook Actions: Issuer: Gaming Acquisitions Limited Outlook, Assigned Stable Issuer: Inspired Entertainment, Inc. Outlook, Assigned Stable KEANE GROUP: S&P Affirms 'B+' ICR on C&J Merger; Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Texas-based onshore oilfield service provider Keane Group Inc. S&P also raised the issue-level rating on Keane's $350 million senior secured term loan due in 2025 to 'BB' from 'BB-' and revised the recovery rating to '1' from '2', indicating the rating agency's expectation of very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. The rating actions follow Keane's announcement that it has entered into a definitive agreement with C&J Energy Services Ltd. to combine both companies through an all-stock merger. The deal will improve the scale of Keane's existing pressure pumping, wireline, and cementing operations, and expand its presence in key basins across the U.S., including the Permian Basin. The affirmation incorporates S&P's assessment of Keane's participation in the highly cyclical onshore oilfield services sector—including its significant exposure to pressure pumping, which the rating agency considers to be a highly volatile sub-sector —and its limited diversity of services outside of completions. The rating is supported by the company's geographic diversification across the major oil basins in the U.S. and the additional scale the company will gain from its merger with C&J Services. The stable outlook reflects S&P's expectation that Keane will maintain debt to EBITDA below 1.0x and FFO to debt well above 60% over the next year, supported by relatively high utilization rates on its hydraulic fracturing fleet, which the rating agency expects to remain stable throughout the year. "We could lower the rating if we expect Keane's FFO to debt to average less than 30% for a sustained period without a clear path to improvement. This would most likely occur from weakness in commodity prices that leads to cutbacks in exploration and production (E&P) spending and completions activity and lower demand for Keane's services," S&P said. "We could raise the rating if we Keane improves its business risk profile, most likely through increased scale and improved product diversification outside of well completion services, while also maintaining FFO to debt of at least 30%," S&P said. KEMET CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ --------------------------------------------------------- Egan-Jones Ratings Company, on June 14, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by KEMET Corporation to BB+ from BB. KEMET Corporation was set up in 1919 and now is based in Fort Lauderdale, Florida. The company produces many kinds of capacitors, such as tantalum, aluminum, multilayer ceramic, film, paper, polymer electrolytic, electromechanical devices, electromagnetic compatibility solutions and super capacitors. KEY ENERGY: Egan-Jones Lowers Senior Unsecured Ratings to CCC ------------------------------------------------------------- Egan-Jones Ratings Company, on June 13, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Key Energy Services Inc. to CCC from CCC+. Key Energy Services, Inc. was founded in 1977 and is based in Houston, Texas. The company was formerly known as Key Energy Group, Inc. and changed its name to Key Energy Services, Inc. in December 1998. KW1 LLC: Hires William R. Stewart Associates as Accountant ---------------------------------------------------------- KW1, LLC, filed a supplemental application with the U.S. Bankruptcy Court for the Eastern District of Virginia seeking approval to hire William R. Stewart Associates, Inc., d/b/a Stewart and Company, as accountant. On June 3, 2019 the Debtor filed its Application to Employ Accountant in the bankruptcy case. As part of the disclosures in the Application and accompanying Affidavit, the Debtor disclosed the payment and William R. Stewart Associates disclosed the receipt of $4,000 from funds of the Debtor. The Office of the U.S. Trustee has raised concerns that the receipt of such funds post-petition may effect William R. Stewart Associates's "disinterestedness" within the meaning of Bankruptcy Code. Consequently, Mr. Stewart has refunded the $4,000. received to the Debtor via check. The Debtor now seeks to proceed with the requested appointment of William R. Stewart Associates as a disinterested party, but also to provide William R. Stewart Associates the $4,000 retainer upon the Court's approval of his appointment. William R. Stewart Associates can be reached at: William R. Stewart, Esq. WILLIAM R. STEWART ASSOCIATES, INC. dba Stewart and Company 613 N Lynnhaven Rd. Virginia Beach, VA 23452 Tel: (757) 694-2339 About KW1, LLC KW1, LLC, is privately held company in Virginia Beach, Va., that primarily operates in the land clearing contractor business. KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923) on Nov. 6, 2018. In the petition signed by Kevin Sims, managing member, the Debtor disclosed total assets of $9,182,001 and liabilities of $3,227,453. The case is assigned to Judge Frank J. Santoro. The Debtor tapped McCreedy Law Group, PLLC, led by Greer W. McCreedy, II, as counsel, and Roussos & Barnhart, PLC, as co-counsel. KWIKPRINT MANUFACTURING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of The Kwikprint Manufacturing Company, Inc., according to court dockets. About The Kwikprint Manufacturing Company The Kwikprint Manufacturing Company, Inc. specializes in manufacturing hot foil stamping machines, logo printing and all other types of stamping and printing equipment. Bases in Jacksonville, Fla., Kwikprint Manufacturing Company filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-01585) on April 26, 2019. At the time of the filing, the Debtor had estimated assets of less than $1 million and liabilities of less than $1 million. Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC, represents the Debtor as counsel. LAKEWAY PUBLISHERS: Seeks to Hire Craine Thompson as Accountant --------------------------------------------------------------- Lakeway Publishers, Inc. and Lakeway Publishers of Missouri, Inc., seek authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire an accountant. The Debtors propose to employ Craine, Thompson & Jones, P.C. to provide accounting services necessary to administer their bankruptcy estates. The firm's hourly rates are: CPAs: James W. Craine $135 Mira J. Craine 135 Terry M. Winstead 135 Whitney McGowan 135 Rodney Wisecarver 135 Jeff Porter 135 Susie Elmore 135 Jarrod Carter 135 EAs: Jeff Byrd 135 Debbie Butler 135 Tressa Nickels 135 PAs: Cathy Thompson 135 Mario Solomon 135 James Craine, managing stockholder of Craine Thompson, disclosed in court filings that his firm does not hold any interest adverse to the estate and is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: James W. Craine, CPA Craine, Thompson & Jones, P.C. 225 W. 1st Street, Suite 300 Millennium Square Morristown, TN 37814 Phone (423) 586-7650 Fax (423) 586-0705 About Lakeway Publishers Lakeway Publishers, Inc. is a multi-state publisher of newspapers, magazines and special publications. Lakeway owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers, Inc. was incorporated in 1966 and is based in Morristown, Tenn. Lakeway Publishers, Inc. and Lakeway Publishers of Missouri, Inc. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on May 31, 2019. In the petitions signed by Jack R. Fishman, president, Lakeway Publishers, Inc. estimated $20,884,027 in assets and $9,245,645 in liabilities while Lakeway Publishers of Missouri estimated $7,047,972 in assets and $9,206,193 in liabilities. Ryan E. Jarrard, Esq., at Quist, Fitzpatrick & Jarrard, PLLC, represents the Debtors as counsel. LAKEWAY PUBLISHERS: Taps Quist Fitzpatrick as Legal Counsel ----------------------------------------------------------- Lakeway Publishers, Inc. and Lakeway Publishers of Missouri, Inc., seek authority from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Quist, Fitzpatrick & Jarrard, PLLC as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code and will provide other legal services related to their Chapter 11 cases. The firm's attorneys and its rates are: Michael Fitzpatrick $275 Brian Quist $250 Ryan Jarrard $200 Ann C. Kapsimalis $150 Derrick M. Davis $140 Paraprofessionals charge between $25 and $75 per hour. The firm received a pre-bankruptcy retainer in the amount of $25,000. Ryan Jarrard, Esq., at Quist Fitzpatrick, disclosed in a court filing that the firm and its members neither hold nor represent any interest adverse to the Debtors' estates. The firm can be reached through: Ryan E. Jarrard, Esq. 2121 First Tennessee Plaza Knoxville, TN 37929-9711 Tel: 865.524.1873 Email: mhf@qcflaw.com Email: rej@qcflaw.com About Lakeway Publishers Lakeway Publishers, Inc. is a multi-state publisher of newspapers, magazines and special publications. Lakeway owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers, Inc. was incorporated in 1966 and is based in Morristown, Tenn. Lakeway Publishers, Inc. and Lakeway Publishers of Missouri, Inc. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on May 31, 2019. In the petitions signed by Jack R. Fishman, president, Lakeway Publishers, Inc. estimated $20,884,027 in assets and $9,245,645 in liabilities while Lakeway Publishers of Missouri estimated $7,047,972 in assets and $9,206,193 in liabilities. Ryan E. Jarrard, Esq., at Quist, Fitzpatrick & Jarrard, PLLC, represents the Debtors as counsel. LAREDO PETROLEUM: Egan-Jones Lowers Sr. Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Laredo Petroleum Incorporated to BB- from BB. Laredo Petroleum, Inc. is a company engaged in hydrocarbon exploration organized in Delaware and headquartered in Tulsa, Oklahoma. Laredo Petroleum has no connection or association with Laredo Oil, a penny stock promotion traded on the Over-the-counter market. LEGACY RESERVES: Business as Usual, Expects Quick Bankruptcy Exit ----------------------------------------------------------------- Legacy Reserves Inc. (NASDAQ: LGCY) and its subsidiaries commenced voluntary cases under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas on June 18, 2019, pursuant to the terms of a previously announced global restructuring support agreement between Legacy and: * the lenders under its revolving credit facility (the "RBL Lenders"), * the lenders under its second lien term loan ("Second Lien Lenders), and * an ad hoc group of senior noteholders (which, together with the other creditors party to the Global RSA, hold most of the Company's outstanding unsecured notes). The Company intends to operate in the ordinary course of business during the chapter 11 cases, and has filed a number of customary "first day" motions to enable the Company's operations to continue as usual. Specifically, the Company requested authority, among other things, to pay in full on a normal-course basis employee wages and honor existing employee benefit programs, vendors and other operating expenses, joint interest billings for non-operated properties, and royalties to mineral interest owners under terms of applicable agreements. The Company has received a commitment for $350 million in debtor-in-possession ("DIP") financing that, subject to court approval, will refinance portions of the Company's existing reserve-based credit facility and, when combined with cash from operations, will provide ample liquidity to support the Company's continuing business operations during the chapter 11 cases. Under the Global RSA, creditors constituencies across all classes of the Company's capital structure have reached an agreement on the terms of a plan of reorganization ("Plan"). Under the terms of the Global RSA, the Company's unsecured notes will be extinguished with substantially impaired class treatment, and all common stock of Legacy will be extinguished with no associated recovery. The Company expects to file the Plan within 45 days. Legacy's stockholders are cautioned that trading in shares of Legacy's common stock during the pendency of the chapter 11 cases will be highly speculative and will pose substantial risks. Legacy expects that its common stock will be delisted from The Nasdaq Stock Market LLC for non-compliance with marketplace rules as result of the chapter 11 cases. Additionally, Legacy expects there will be no recovery for any equity holder in the chapter 11 cases. Accordingly, Legacy urges extreme caution with respect to existing and future investments in its common stock. About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) –- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: GSO, Bondholders Back Debt-to-Equity Plan ---------------------------------------------------------- Legacy Reserves Inc. (NASDAQ: LGCY) says it has reached with its lenders under its revolving credit facility, its lenders under its second lien term loan, and holders of the majority of the outstanding unsecured notes a global agreement on a bankruptcy exit plan that provides equitization of $815.8 million of prepetition debt, and payment in full of the Debtors' general unsecured creditors. Legacy, which sought Chapter 11 protection on June 18, 2019, said that it intends to file the Chapter 11 reorganization plan within 45 days from the Petition Date. With the global restructuring support agreement as a framework, the Debtors are drafting a consensual plan of reorganization in order to expeditiously emerge from the chapter 11 cases. Downturn and Impending Defaults Legacy is a publicly traded, independent energy company engaged in the development, production, and acquisition of oil and natural gas properties. The Company's operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain, and Mid-Continent regions. The Company has built a diverse portfolio of oil and natural gas reserves primarily through the acquisition of producing oil and natural gas properties in established producing trends. The Company is headquartered in Midland, Texas, with regional offices in The Woodlands, Texas and Cody, Wyoming. As of June 18, 2019, the Company has 327 employees, none of whom are subject to collective bargaining agreements. Like similar companies in this industry, the Company's oil and natural gas operations, including their exploration, drilling, and production operations, are capital-intensive activities that require access to significant amounts of capital. An oil price environment that has not recovered from the downturn seen in mid-2014 and the Company's limited access to new capital adversely affected the Company's business. The Company further had liquidity constraints through borrowing base redeterminations under the Prepetition RBL Credit Agreement, as well as an inability to refinance or extend the maturity of the Prepetition RBL Credit Agreement beyond May 31, 2019. Despite the Company's efforts to navigate through the last several years of industry distress by reorganizing its corporate structure in an effort to facilitate the raising of additional capital, as well as efforts to optimize operations and reduce expenses, the Company, in consultation with its professionals, concluded that an open market process to market its assets and refinance its maturing debt was the best path forward. Based in large part on the results of this process, the Company ultimately determined that pursuing a potential restructuring of its funded debt was necessary to address impending defaults and its approximately $1.4 billion in aggregate funded indebtedness. By filing these chapter 11 cases, the Company intends to substantially de-lever its capital structure and reduce the go-forward cost of capital for its otherwise healthy business. Global RSA After months of negotiations, the Debtors and Supporting Creditors ultimately reached agreement on the Global RSA. The agreement is supported by lenders and the agent under the Prepetition RBL Credit Agreement (the first lien loan), the Prepetition Term Loan holders (the second lien loan), and approximately 55% to date in amount of the unsecured Senior Notes. The Debtors do not intend to conduct significant operational restructuring during the course of these chapter 11 cases. The proposed restructuring is intended to be a financial restructuring that will right-size the Debtors' capital structure and provide the necessary go-forward liquidity to permit them to compete and grow in today's challenging oil and gas environment. The Global RSA contemplates: * $256.3 million in backstopped equity commitments, with certain funds managed or advised by GSO as Plan Sponsor backstopping $189.9 million and affiliates of Supporting Noteholders backstopping $66.5 million; * $500.0 million in committed exit financing from the existing RBL Lenders; * the equitization of approximately $815.8 million of prepetition debt; and * payment in full of the Debtors' general unsecured creditors. In addition, the Debtors secured commitments for a debtor-in-possession financing facility that provides for up to $100 million of revolving, new money financing. The proposed DIP Facility affords the Debtors sufficient liquidity to restructure pursuant to the Global RSA, fund payments contemplated through the First Day Pleadings, and refinance $250.0 million of their outstanding first lien obligations. The Supporting Creditors, subject to the terms and conditions of the Global RSA, agree to support the Debtors in their efforts to confirm a Plan, as well as to provide additional liquidity to the Debtors both during the chapter 11 cases and upon emergence. As a result, the Global RSA provides a clear path forward for the Debtors to effectuate an efficient, consensual restructuring which will allow the Debtors to meaningfully deleverage their balance sheet and, ultimately, return to profitability. If, however, there is a "Noteholder Termination" under the Global RSA, the Global RSA will remain in effect without the Supporting Noteholders (as defined in the Global RSA) and the Debtors will pursue their financial reorganization pursuant to the terms of the Restructuring Term Sheet associated with the Initial RSA. Prepetition Capital Structure The Company's capital structure as of the Petition Date is as follows: Amount Interest Description ($ Million) Rate Maturity ----------- ----------- -------- -------- Prepetition RBL $563.0 L + 525 May 2019 Prepetition Term Loan $351.2 14.25% Aug 2021 --------- Total Secured Debt $914.2 2020 Senior Unsecured Notes $218.1 8.0% Dec 2020 2021 Senior Unsecured Notes $134.2 6.625% Dec 2021 2023 Convertible Notes $112.3 8.0% Sep 2023 --------- Total Unsecured Debt $464.6 Total Debt $1,378.8 Wells Fargo Bank, National Association, is the administrative agent under the prepetition secured reserve based revolving credit facility ("RBL"). Cortland Capital Market Services LLC is the administrative agent, and certain funds advised or sub-advised by GSO Capital Partners LP are the lenders under the prepetition second lien term loan facility. Wilmington Trust, National Association, is successor trustee to Wells Fargo for the 8% senior notes due 2020 ("2020 Notes") and 6.625% senior notes due 2021 ("2021 Notes"). Wilmington Trustee is also the trustee and conversion agent for the 8% convertible senior notes due 2023 ("2023 Convertible Notes"). Proposed Timeline Both the Global RSA and the DIP Facility require that the Debtors proceed expeditiously through these chapter 11 cases. The commitments under the Global RSA and DIP Facility are conditioned upon, among other things, the Debtors administering their chapter 11 cases in accordance with these milestones, specifically: -- entry of an interim order approving the DIP Facility (the "Interim DIP Order") within five calendar days of the Petition Date; -- entry of a final order approving the DIP Facility within 35 calendar days of entry of the Interim DIP Order; -- filing a chapter 11 plan of reorganization and related disclosure statement within 45 calendar days of the Petition Date; -- approval of the Disclosure Statement within 90 calendar days of the Petition Date; -- entry of an order confirming the Plan within 60 calendar days of entry of the order approving the Disclosure Statement; and -- occurrence of the Plan's effective date within 30 calendar days of entry of the Confirmation Order. Reorganized Legacy According to the term sheet attached to the RSA, the general provisions regarding the Debtors' restructuring are: * TERM LOAN HOLDERS. In full and final satisfaction of all term loan claims, holders thereof will receive new common stock in accordance with the percentage ownership of the New Common Equity Pool. The term loan claims will be deemed Allowed in the amount of approximately $365.0 million in connection with a global settlement pursuant to the Plan. If the Effective Date has not occurred on or prior to Sept. 30, 2019, the allowed amount of the term loan claims will increase, by this negotiated settlement, at a rate of 14.25% per annum (prorated from October 1, 2019 to the Effective Date). * NOTEHOLDERS. Holders of notes claims (allowed in the amount of $463 million) will receive (i) their respective pro rata share of new common stock that is in accordance with the percentage ownership of the New Common Equity Pool and (ii) their respective pro rata share of subscription rights to participate in an equity rights offering in an amount not to exceed $66.5 million (provided that $10.2 million of such rights will be allocated to GSO). * GENERAL UNSECURED CLAIMANTS. Holders of general unsecured claims will be paid in the ordinary course of business or receive payment in full in cash or be reinstated on the Effective Date. * EXISTING STOCKHOLDERS. Holders of existing stock of Legacy Reserves will receive no recovery under the plan to be proposed by the Debtors. Funds affiliated GSO Capital Partners will backstop a $189.8 million equity commitment for reorganized Legacy. The backstop commitment agreement will provide for, among other things, a commitment fee of 6%, payable in an amount of new common stock in accordance with the percentage ownership of the New Common Equity Pool. Certain Supporting Noteholders and GSO have agreed to backstop the $66.5 million rights offering. The backstop commitment agreement will provide for, among other things, a commitment fee of 6%, payable in an amount of new common stock in accordance with the percentage ownership of the New Common Equity Pool. The Debtors may sell up to $125 million of new common stock to third parties, the Plan Sponsor, and/or the New Holders pursuant to the Incremental Equity Investment. Equity Allocation After Emergence The equity allocation following the emergence is as follows: $4.2 million of 9/30/19 Additional 2L Accrued Claim at Equity Allocation Emergence 10/31 Emergence ----------------- --------- --------------- Term Loan Claims 51.40% 51.69% Sponsor Backstop Amount 31.42% 31.24% Noteholder Subscription Amount 11.01% 10.94% Sponsor Participation Amount 1.69% 1.68% Sponsor Backstop Fee 1.60% 1.59% Noteholder Backstop Fee 0.56% 0.56% Sponsor portion of Noteholder BF 0.09% 0.09% Notes Claims 2.50% 2.49% Participation Premium 1.50% 1.49% Sponsor portion of Part. Premium 0.23% 0.23% -------- ------- Total 100.00% 100.00% If the Effective Date has not occurred on or prior to Sept. 30, 2019, the Allowed amount of the Term Loan Claims shall increase at a rate of 14.25% per annum. Figures above illustrate equity allocations assuming a Sept. 30 Effective Date (left) and assuming a $4.2 million increase in the Term Loan Claims as a result of the accrual of incremental Term Loan Claims between 9/30/19 and 10/31/19 (right). Equity allocations shown assume $189.8 million Sponsor Backstop Amount by the Plan Sponsor (excluding $10.2 million Sponsor Participation Amount) and $66.5 million Rights Offering (including $10.2 million Sponsor Participation Amount) * * * Counsel to the Supporting Term Lenders: George A. Davis, Esq. Jonathan R. Rod, Esq. Adam J. Goldberg, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 E-mail: george.davis@lw.com jonathan.rod@lw.com adam.goldberg@lw.com Counsel to the Supporting RBL Lenders: Raniero D'Aversa, Esq. Laura Metzger, Esq. Orrick Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 E-mail: rdaversa@orrick.com lmetzger@orrick.com Counsel to the Supporting Noteholders: Brian M. Resnick, Esq. Stephen D. Piraino, Esq. Michael P. Pera, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 E-mail: brian.resnick@davispolk.com stephen.piraino@davispolk.com michael.pera@davispolk.com Plan Sponsor: Robert Horn GSO Legal and GSO Asset Servicing GSO Capital Partners LP 345 Park Avenue New York, NY 10154 E-mail: robert.horn@gsocap.com GSOLegal@gsocap.com GSOAssetSErvicing@blackstone.com About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) –- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: Schedule of GSO, Bondholders' Backstop Commitment ------------------------------------------------------------------ Legacy Reserves Inc. proposes to conduct a $66.6 million rights offering, which will allow unsecured noteholders to purchase shares of reorganized Legacy if the class votes to accept the company's bankruptcy exit plan. GSO Capital Partners LP, which has agreed to be the plan sponsor, and the noteholders that are parties to the Restructuring Support Agreement have agreed to backstop the rights offering in accordance with this schedule: Backstop Backstop Party Commitment Reallocation -------------- ---------- ------------ Canyon-ASP Fund, L.P. 6.75% 8.09% Canyon Balanced Master Fund, LTD. 0.91% 1.09% Canyon Dist. Opportunity Master Fund II 27.33% 32.76% Canyon-SL Value Fund L.P. 1.05% 1.26% The Canyon Value Realization Master Fund .2.05% 2.46% Canyon Blue Credit Investment Fund L.P. 1.05% 1.26% Canyon-EDOF (Master) L.P. 1.90% 2.28% Canyon-GRF Master Fund II, L.P. 0.14% 0.17% Canyon Dist. Opportunity Investing Fund II 4.49% 5.38% Canyon NZ-DOF Investing, L.P. 5.80% 6.95% Canyon Value Realization MAC 18 LTD. 0.04% 0.05% Canyon Value Realization Fund, L.P. 1.04% 1.25% JCG 2016 Holdings, LP 4.56% 5.25% The John C. Goff 2010 Family Trust 3.18% 3.66% John C. Goff SEP-IRA 0.35% 0.40% Kulik Partners, LP 0.59% 0.68% Jill Goff 0.03% 0.03% Cuerno Largo Partners, LP 0.50% 0.58% Goff Family Investments, LP 0.91% 1.05% The Goff Family Foundation 0.26% 0.30% Goff Focused Strategies LLC 11.02% 12.70% Wilkie Colyer 0.69% 0.80% MGA Insurance Company, Inc. 1.11% 1.28% Pingora Partners LLC 2.29% 2.64% Robert W. Stallings 0.11% 0.13% DoubleLine Income Solutions Fund 4.38% 5.05% J.H. Lane Partners Master Fund, LP 2.13% 2.45% GSO Energy Select Opportunities Fund AIV-3 5.58% 0.00% GSO Energy Partners-A LP 0.98% 0.00% GSO Energy Partners-B LP 0.37% 0.00% GSO Energy Partners-C LP 0.51% 0.00% GSO Energy Partners-C II LP 0.48% 0.00% GSO Energy Partners-D LP 0.75% 0.00% GSO Palmetto Opport. Investment Partners LP 0.62% 0.00% GSO CSF III AIV-3 LP 5.97% 0.00% GSO ADGM I LGCY LP 0.08% 0.00% ------- ------- Total 100.00% 100.00% About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) –- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LGO TRANSPORT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of LGO Transport and Produce LLC as of June 17, according to a court docket. About LGO Transport and Produce LGO Transport and Produce LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 19-05423) on May 2, 2019, disclosing under $1 million in both assets and liabilities. The Law Office of Eric Ollason, led by Eric Ollason, is the Debtor's counsel. LIFE ON EARTH: Incurs $1.1-Mil. Net Loss for Quarter Ended Feb. 28 ------------------------------------------------------------------ Life On Earth, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1,146,259 on $755,356 of net sales for the three months ended Feb. 28, 2019, compared to a net loss of $484,687 on $602,946 of net sales for the same period in 2018. At Feb. 28, 2019, the Company had total assets of $3,494,802, total liabilities of $3,089,501, and $405,301 in total stockholders' equity. The Company has incurred losses from inception of approximately $9,864,000 and has a working capital deficiency of approximately $2,515,000 as of February 28, 2019. Management believes these conditions raise substantial doubt about the Company's ability to continue as a going concern for the twelve months following the date the unaudited condensed consolidated financial statements are issued. The Company does not have enough cash to fund the next 12 months of operations. Management intends to finance operations over the next twelve months through borrowings from related parties, existing lenders, and others. A copy of the Form 10-Q is available at: https://is.gd/Acxps8 Life On Earth, Inc. markets and sells functional beverages in the United States. It sells its products through distributors, as well as online. The company was formerly known as Hispanica International Delights of America, Inc. and changed its name to Life On Earth, Inc. in February 2018. Life On Earth was founded in 2013 and is headquartered in New York. LPL HOLDINGS: Moody's Raises CFR to Ba2, Outlook Positive --------------------------------------------------------- Moody's Investors Service upgraded LPL Holdings, Inc.'s Corporate Family Rating to Ba2 from Ba3, and upgraded its $1,500 million senior secured term loan and $500 million senior secured revolving credit facility to Ba1 from Ba2, and upgraded the firm's $900 million senior unsecured notes to B1 from B2. The outlook remains positive. Moody's has taken the following rating actions: Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Secured Bank Credit Facility, Upgraded to Ba1 from Ba2 Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from B2 Outlook, Maintained at Positive RATINGS RATIONALE Moody's said the ratings upgrade reflects LPL's increasing profitability and improved debt service capacity and financial policy. In recent years, LPL has benefited from favorable macroeconomic trends as well as the successful transition of client assets following the acquisition of NPH. Client assets at LPL have appreciated due to higher markets and growth in the number of advisors and their clients following the acquisition, which have improved revenues, said Moody's. As the largest independent retail brokerage in the US, LPL extracts numerous benefits from its large scale, demonstrated by a consistently positive operating leverage, that will help it weather market turbulence or a lower interest rate environment, said Moody's. Moody's said that LPL's net leverage metric as calculated by LPL's credit agreement was 2.05x in the first quarter of 2019, a metric that continues to improve, benefiting from stronger profitability. The firm's financial policy has become increasingly creditor friendly especially since the firm's shareholder-friendly capital plan announced in 2015 which led to an increase in leverage. In December 2018, LPL's management lowered the leverage target to a range of 2.0x - 2.75x from 3.25x - 3.5x, a credit positive. Moody's calculated debt/EBITDA as of first quarter 2019 was 2.7x. Moody's expects LPL's capital deployment strategy to be focused on investing in the firm to promote organic growth, while being open to arising M&A opportunities and returning capital to shareholders. Moody's said the positive outlook reflects LPL's strong and profitable business model which improved in recent quarters resulting in an acceleration of the firm's EBITDA leading to a stronger debt leverage profile. The positive outlook also reflects the firm's improved financial policy and prudent approach to inorganic growth and overall M&A strategy. Factors that Could Lead to an Upgrade -- Continued shift in financial policy and demonstrated commitment towards stronger debt leverage -- Strengthened cash flow generation that results in the maintenance of interest coverage above 7.5x and debt leverage under 2.5x on a sustained basis Factors that Could Lead to a Downgrade -- Shift in financial policy that significantly increases debt to fund shareholder-friendly capital plans -- M&A activity outside of LPL's main business focus, or one that would result in a sustained level of debt leverage above 4x -- Significant failure in regulatory compliance or technology -- Prolonged revenue decline resulting in weakened pre-tax earnings and increased margin volatility The principal methodology used in these ratings was Securities Industry Service Providers published in June 2018. M & C PARTNERSHIP: Hires Congeni Law Firm as Counsel ---------------------------------------------------- M & C Partnership, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Congeni Law Firm, LLC, as counsel to the Debtor. Cella III requires Congeni Law Firm to: a. advise and consult with the Debtor concerning question arising in the conduct of the administration of the estate, concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, priority and unsecured creditors and other parties in interest; b. appear for, prosecute, defend and represent the Debtor's interests in suits arising in or related to the case; c. investigate and prosecute preference and other actions arising under the Debtor in Possession's avoiding powers; d. assist in the preparation of such pleadings, motions, notices and orders as are required for the orderly administration of the case; and e. consult with and advise the Debtor in connection with the operation of its business. Congeni Law Firm will be paid at these hourly rates: Attorneys $285 Paralegals $85 Congeni Law Firm will be paid a retainer in the amount of $4,000. Congeni Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leo D. Congeni, a partner at Congeni Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Congeni Law can be reached at: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 Fax: (504) 581-4962 E-mail: leo@congenilawfirm.com About M & C Partnership M & C Partnership, LLC, based in Metairie, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11529) on June 5, 2019. In the petition signed by George A. Cella, III, member/manager, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Elizabeth W. Magner oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as bankruptcy counsel to the Debtor. MANNKIND CORP: Defers $5M Principal Payment Under Credit Facility ----------------------------------------------------------------- MannKind Corporation and MannKind LLC, the Company's wholly owned subsidiary, have entered into an Eleventh Amendment to Facility Agreement with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P., pursuant to which the parties amended the Company's Facility Agreement, dated July 1, 2013, as amended, to defer the payment of $5.0 million in principal amount of the 9.75% senior secured convertible notes issued in tranche 1 under the Facility Agreement from July 1, 2019 to Aug. 31, 2019, conditioned upon, among other things, the Company, by no later than June 30, 2019, depositing an amount of cash equal to the July Payment into an escrow account until the July Payment has been satisfied in full (which amount will be subject to release to Deerfield on Aug. 31, 2019 to satisfy the July Payment to the extent it remains unsatisfied as of Aug. 31, 2019). About MannKind Corp MannKind Corporation (NASDAQ: MNKD) -- http://www.mannkindcorp.com/ -- focuses on the development and commercialization of inhaled therapeutic products for patients with diseases such as diabetes and pulmonary arterial hypertension. MannKind is currently commercializing Afrezza (insulin human) Inhalation Powder, the Company's first FDA-approved product and the only inhaled rapid-acting mealtime insulin in the United States, where it is available by prescription from pharmacies nationwide. MannKind is headquartered in Westlake Village, California, and has a state-of-the art manufacturing facility in Danbury, Connecticut. The Company also employs field sales and medical representatives across the U.S. MannKind incurred a net loss of $86.97 million in 2018, following a net loss of $117.3 million in 2017. As of March 31, 2019, the Company had $100.96 million in total assets, $288.96 million in total liabilities, and a total stockholders' deficit of $188 million. Deloitte & Touche LLP, in Los Angeles, California, issued a "going concern" qualification in its report dated Feb. 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2019, citing that the Company's available cash resources and continuing cash needs raise substantial doubt about its ability to continue as a going concern. MEDCISION LLC: Hires Bowles & Verna as Special Counsel ------------------------------------------------------ MedCision, LLC f/k/a Biocision, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Bowles & Verna LLP, as special litigation counsel to the Debtor. MedCision, LLC requires Bowles & Verna to: -- investigate various potential claims against third parties; -- prepare for, commence, prosecute and settle claims for Recovery; -- conduct depositions of witnesses, claimants, or adverse parties in connection with both the investigate and any subsequent proceedings seeking to obtain a Recovery; and -- represent the Debtor in all negotiations and proceedings involving such actions. Bowles & Verna will be paid at these hourly rates: Richard Bowles, Partner $450 Cheryl Noll, Partner $385 Bowles & Verna's will also be paid on a contingency fee based on the gross Recoveries: (i) 25% of the gross Recoveries, after hard costs have been paid, if received before a lawsuit is filed; (ii) 33% of gross Recoveries, after hard costs have been paid, if received after a lawsuit has been filed but more than 60 days before the date first set for trial; (iii) 40% of the gross Recoveries thereafter, after hard costs have been paid, including if the matter goes to trial; and (iv) 50% of gross Recoveries, after hard costs have been paid, if the matter is appealed by defendants and Bowles & Verna handles the appeal. Bowles & Verna will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard T. Bowles, a partner of Bowles & Verna, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bowles & Verna can be reached at: Richard T. Bowles, Esq. Cheryl A. Noll, Esq. BOWLES & VERNA LLP 2121 N. California Blvd., Suite 875 Walnut Creek, CA 94596 Tel: (925) 935-3300 Fax: (925) 935-0371 E-mail: rbowles@bowlesverna.com cnoll@bowlesverna.com About MedCision, LLC MedCision, LLC, formerly known as Biocision, LLC, develops automation technologies for vital clinical product handling processes. MedCision initially filed a voluntary petition for relief pursuant to Chapter 7 of the Bankruptcy Code on Dec. 20, 2017. By order dated Feb. 16, 2018, the case was converted to one under Chapter 11 (Bankr. N.D. Cal. Case No. 17-31272). Judge Hannah L. Blumenstiel oversees the case. The Debtor tapped Sheppard, Mullin, Richter & Hampton LLP as bankruptcy counsel; Bowles & Verna LLP, as special litigation counsel; Three Twenty-One Capital Partners as its investment banker; and Kyle Everett of Development Specialists, Inc., as chief restructuring officer. MEDIDATA SOLUTIONS: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company, on June 11, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Medidata Solutions Incorporated to BB+ from BB. Medidata Solutions is an American technology company that develops and markets software as a service for clinical trials. MIDATECH PHARMA: All Resolutions Passed at Annual Meeting --------------------------------------------------------- Midatech Pharma PLC announced that all resolutions were passed at the Annual General Meeting held on June 19, 2019. About Midatech Pharma Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an international specialty pharmaceutical company focused on the research and development of medicines for rare cancers, via both in-house programs as well as partnered programs. Midatech is headquartered in Cardiff, Wales. Midatech reported a net loss attributable to the owners of the parent of GBP15.03 million for the year ended Dec. 31, 2018, compared to a net loss attributable to owners of the parent of GBP16.06 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had GBP20.44 million in total assets, GBP3.52 million in total liabilities, and GBP16.92 million in total equity. Midatech said "We have incurred significant net losses and have had negative cash flows from operations during each period from inception through December 31, 2018, and had an accumulated deficit of GBP89.72 million at December 31, 2018. We have yet to generate a profit and, excluding share issues, cash flows have been consistently negative from the date of incorporation. Management expects operating losses and negative cash flows to continue for the foreseeable future. In the event that current cash reserves are found to be insufficient to achieve breakeven, then additional funding will have to be obtained, which may include public or private equity or debt offerings. Additional capital may not be available on reasonable terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development or commercialization of our product candidates or our acquisition strategy, as well as consider other strategic alternatives. Furthermore, we will continue to assess the market value of certain of our assets so that non-dilutive funding could be available, if required, to drive long term value for the Company without a reliance on equity funding. In connection with this, effective Nov. 1, 2018, we sold all of the issued and outstanding stock of Midatech US to an affiliate of Barings LLC for initial cash consideration of $13.0 million, plus up to an additional $6.0 million in cash payable upon the obtainment of certain net sales milestones in 2018 and 2019 with respect to certain of the products marketed by Midatech US, individually and in the aggregate." MILLERBERND SYSTEMS: Seeks to Hire Piehl Hanson as Accountant ------------------------------------------------------------- Millerbernd Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Piehl Hanson Beckman, P.A., as accountant to the Debtor. Piehl Hanson will prepare and file the Debtor's corporate tax returns for the fiscal year-end June 30, 2018 for the flat fee of $7,500. Piehl Hanson will also prepare and file the final corporate tax returns for the fiscal year-end June 30, 2019 for the flat fee of $9,500. Piehl Hanson holds a pre-bankruptcy claim against the Debtor in the amount of $10,197. Piehl Hanson has agreed to waive such claim. Kim Bute, a partner at Piehl Hanson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Piehl Hanson can be reached at: Kim Bute Piehl Hanson Beckman, P.A. 700 South Grade Rd., S.W. Hutchinson, MN 55350 Tel: (320) 234-4430 About Millerbernd Systems Millerbernd Systems, Inc., is a manufacturer of sanitary stainless steel equipment serving the food & beverage, pharmaceutical, agri-food, industrial, utilites, wind energy and construction industries. It operates out of a 105,000-square-foot manufacturing facility in Winsted, Minnesota. Millerbernd Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 18-41286) on April 23, 2018. In the petition signed by CEO Ralph Millerbernd, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Michael E. Ridgway oversees the case. Steven B. Nosek, Esq., and Yvonne R. Doose, Esq., who have an office in St. Anthony, Minnesota, serve as the Debtor's bankruptcy counsel. James L. Snyder, the U.S. Trustee for Region 12 on May 3, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Goldstein & McClintock LLLP, as lead counsel; and Bassford Remele, P.A., as co-counsel. MONAKER GROUP: Reports $4.3M Net Income for Year Ended Feb. 28 -------------------------------------------------------------- Monaker Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K/A, disclosing a net income of $4,298,563 on $505,187 of gross revenues for the year ended Feb. 28, 2019, compared to a net loss of $10,037,142 on $430,797 of gross revenues for the year ended in 2018. The audit report of Thayer O'Neal Company, LLC states that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. Moreover, the audit report of LBB & Associates Ltd., LLP states that the Company's absence of significant revenues, recurring losses 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 Feb. 28, 2019, showed total assets of $10,147,846, total liabilities of $2,280,199, and $7,867,647 in total stockholders' equity. A copy of the Form 10-K/A is available at: https://is.gd/fepAoM Monaker Group, Inc., a travel and technology company, operates an online marketplace for the alternative lodging rental (ALR) market worldwide. The company offers ALR products and auxiliary services to property owners and managers, travelers, and other travel/lodging distributors. It provides it products and services through NextTrip.com, NextTrip.biz, Maupintour.com, or EXVG.com. The company was formerly known as Next 1 Interactive, Inc. and changed its name to Monaker Group, Inc. in June 2015. The company was founded in 2002 and is headquartered in Weston, Florida. Monaker Group is a subsidiary of Extraordinary Vacations Group Inc. MULTICULTURAL COMMUNITY: Seeks to Hire Brian K. McMahon as Counsel ------------------------------------------------------------------ Multicultural Community Mental Health Center, Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Brian K. McMahon, P.A. as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice with respect to its powers and duties under the Bankruptcy Code, and negotiations with creditors in the preparation of a bankruptcy plan. The firm will be paid an hourly fee of $400 and will receive reimbursement for work-related expenses incurred. Brian McMahon, Esq., a partner at McMahon, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Brian K. McMahon can be reached at: Brian K. McMahon, Esq. Brian K. McMahon, P.A. 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: (561) 478-2500 About Multicultural Community Mental Health Center Inc. Multicultural Community Mental Health Center, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10207) on January 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Mindy A. Mora. MUNDO MEDIA: Liquidating in Canada; Receiver Files Chapter 15 ------------------------------------------------------------- The Canadian-court appointed receiver of Mundo Media Ltd. and three related companies commenced Chapter 15 cases in the U.S. to seek recognition of the companies' liquidation in Canada. Based in Richmond Hill, Ontario, Mundo Media Ltd., along with its wholly owned subsidiaries, is an advertising technology company that offers mobile marketing expertise to its customers. Its consulting services focus on strategy development, audience targeting, brand development and more. It also offers MUNDOTrack, a data platform that enables its users to manage their marketing campaigns. As of April 8, 2019, the Debtors employed 45 salaried employees across Canada, the United States, Luxembourg and Israel. The Royal Bank of Canada made available certain credit facilities to Mundo Media pursuant to two credit agreements dated Dec. 21, 2017. As of April 2, 2019, Mundo Media was indebted to the bank in the amounts of C$43,595 and US$25,694,011. The Debtors granted the bank security over all their personal and real property. Mundo Media has been experiencing declining revenues over the past year as a result of, among other things, increased scrutiny on the online advertising industry and Facebook's deletion of over 1.5 billion fake accounts, which reduced the activity that leads to revenue generation for Mundo Media. As a result, Mundo Media, in consultation with FTI Consulting, Inc., has been negotiating with several interested parties in an attempt to secure a transaction whereby Mundo Media would sell its business. However, the company was unable to secure a transaction that was acceptable to the Bank. E&Y as Receiver On April 9, 2019, the Bank sought and obtained an order from a Canadian court granting the appointment of a receiver for the Debtors. The Receiver was appointed by the Superior Court of Justice (Commercial List) in Ontario, Canada in the proceeding captioned under Court File No.: CV-19-00617777-00CL by the order entered on April 9, 2019 under Canada's Bankruptcy and Insolvency Act. Ernst & Young consented to its appointment as receiver. Prior to the commencement of the Canadian proceeding, E&Y was engaged as financial advisor to Royal Bank of Canada since February 2019. Stuart Clinton, Senior Vice President leads the engagement for E&Y as receiver. Liquidation of the Debtors Since its appointment, the Receiver has managed all of the Debtors' assets, operations and other affairs and interests from the Debtors' office in Richmond Hill, Ontario and the Receiver's offices in Toronto, Ontario. The Receiver is conducting an orderly liquidation of the Debtors' assets and it needs to protect and preserve the assets during the process. Accordingly, the Receiver filed Chapter 15 petitions for Mundo Media Ltd. and subsidiaries 2538853 Ontario Ltd., M Zone Marketing Inc., and AppThis Holdings, Inc. (Bankr. D. Del. Case Nos. 19-11365 to 19-11368) on June 18, 2019, to seek U.S. recognition of the Canadian proceedings. The Receiver explains that this relief is necessary to prevent the Debtors' creditors from attempting to interfere with U.S. contracts with the Debtors, or refuse to recognize and/or interfere with the Receiver's authority to monetize on the Debtors' assets. In particular, the Receiver must have certainty that counterparties to United States contracts will not terminate or exercise remedies under their respective agreements, will continue to perform and will meet all obligations owing under such contracts. Without the preservation of their contractual relationships, the Debtors and their creditors may lose the benefit of these agreements, litigation may ensue, and counterparties may obtain unfair advantages over other creditors. Morris, Nichols, Arsht & Tunnell LLP, led by Derek C. Abbott, Matthew B. Harvey, and Paige Noelle Topper, is U.S. counsel for the Receiver. NOAH CORPORATION: Taps Durham Jones as Legal Counsel ---------------------------------------------------- Noah Corporation received approval from the U.S. Bankruptcy Court for the District of Utah to hire Durham Jones & Pinegar, P.C. as its legal counsel effective May 28. Durham Jones' current hourly rates are: Attorneys $210 - $470 Paralegals $160 - $180 Kenneth Cannon II, Esq., and Penrod Keith, Esq., the attorneys who will be handling the case, will charge $420 per hour and $410 per hour, respectively. Mr. Cannon II disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kenneth L. Cannon II, Esq. Penrod W. Keith, Esq. Durham Jones & Pinegar, P.C. 111 East Broadway, Suite 900 PO Box 4050 Salt Lake City, UT 84110-4050 Tel: (801) 415-3000 Fax: (801)415-3500 Email: kcannon@djplaw.com pkeith@djplaw.com About Noah Corporation Noah Corporation -- https://www.noahseventvenue.com -- offers an event venue for all of life's events including weddings, corporate events and special occasions. Noah Corporation filed a voluntary petition under chapter 11 of the Bankruptcy Code (Bankr. D Utah Case No. 19-23840) on May 28, 2019. In the petition signed by William James Bowser, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Kimball R. Mosier. Durham Jones & Pinegar, P.C. represents the Debtor as counsel. NORBORD INC: S&P Rates US$350MM Sr. Secured Notes 'BB+' ------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Norbord Inc.'s proposed US$350 million senior secured notes due 2027. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%; rounded estimate: 70%) recovery in its default scenario. The company intends to use the majority of proceeds to repay US$240 million of its 5.375% senior secured notes due December 2020. The balance may be used for share buybacks, subject to market conditions, as well as for other general corporate purposes. S&P recently revised its outlook on Norbord to stable from positive on weak oriented strand board (OSB) prices. The stable outlook reflects the rating agency's view that OSB demand and prices will improve beyond 2019 and result in leverage improving to levels commensurate with the current rating. The proposed transaction will have a modest impact on leverage, and accordingly, all of S&P's ratings on Norbord, including the 'BB' issuer credit rating, are unchanged. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors: -- S&P is assigning a '2' recovery rating to the company's proposed senior secured notes, which corresponds with substantial (70%-90%, rounded estimate 70%) recovery and an issue-level rating that is one notch higher than the issuer credit rating. The proposed notes will rank pari passu with Norbord's existing US$315 million senior secured notes due April 2023 and the company's US$245 million credit facility due May 2021. -- S&P derives its distressed enterprise value for Norbord by applying a 6x multiple to its estimated emergence EBITDA proxy of about US$115 million, and assume a 2024 simulated default year. -- S&P's emergence EBITDA proxy does not purport to reflect default level EBITDA but rather a forward-looking view of Norbord's going-concern value in a distressed scenario. -- S&P also assumes 85% of the company's US$245 million revolving credit facilities are drawn, with maturities extended to its hypothetical default year (at similar terms). -- S&P does not include the company's accounts receivable securitization program as a claim, as it believes the company will not have access to the program in a distress scenario. Simulated default assumptions: -- Simulated year of default: 2024 -- EBITDA at emergence: About US$115 million -- EBITDA multiple: 6x Simplified waterfall: -- Net enterprise value (after 5% administrative costs): US$650 million -- Total value available to secured claims: US$650 million -- Estimated senior secured claims: US$900 million* -- Recovery expectations: 70%-90% (rounded estimate: 70%) *All debt amounts include six months of prepetition interest Ratings List Norbord Inc. Issuer Credit Rating BB/Stable/-- New Rating Norbord Inc. Senior Secured US$350 mil nts due 2027 BB+ Recovery Rating 2(70%) NORTHERN DYNASTY: Enters Into $5M Bought Deal Equity Financing -------------------------------------------------------------- Northern Dynasty Minerals Ltd. has entered into an agreement dated June 19, 2019 with Cantor Fitzgerald Canada Corporation, as lead underwriter and sole bookrunner on behalf of itself and a syndicate of underwriters, to purchase, on a bought deal basis, 12,200,000 common shares of the Company at the price of US$0.41 per Offered Share for aggregate gross proceeds of approximately US$5.0 million. In addition, Northern Dynasty has agreed to grant to the Underwriters an over-allotment option exercisable, in whole or in part, in the sole discretion of the Underwriters to purchase up to an additional 1,830,000 Offered Shares at the Issue Price for a period of up to 30 days after the closing of the Offering for potential additional gross proceeds to the Company of up to approximately US$0.75 million. The Company has agreed to pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option, at the closing of the Offering. The Company has also agreed to issue to the Underwriters non-transferable common share purchase warrants in an amount equal to 2.0% of the number of Offered Shares sold in the Offering. Each Underwriter Warrant will entitle the Underwriters to purchase one common share of the Company at the Issue Price for 12 months from the Closing Date. The Offering is expected to close on or about June 24, 2019 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the NYSE American. Anticipated uses of the proceeds of the Offering are (i) operational expenditures, including engineering, environmental, permitting and evaluation expenses associated with the Pebble Project and advancement of the U.S. Army Corps of Engineers Environmental Impact Statement; (ii) ongoing outreach and engagement with political and regulatory offices in the Alaska state and U.S. federal governments, Alaska Native partners and broader regional and state-wide stakeholder groups; and (iii) general corporate purposes. The financing will enable the Company to continue the 2019 field program currently being advanced by its 100%-owned US subsidiary Pebble Limited Partnership in Alaska, and other work necessary to support timely completion of the EIS permitting process for the Pebble Project in 2020. Meanwhile, Northern Dynasty remains in discussion with potential partners to secure long-term funding to finalize permitting and initiate project development. Northern Dynasty is actively exploring long-term project financing options among mining companies and private equity firms and others, utilizing conventional asset level financing, debt, royalty or alternative financing options. Management views the current financing as an interim financing that will allow the Pebble Partnership to continue its objective to secure a positive Record of Decision on the Pebble EIS while Northern Dynasty completes negotiations toward more substantial and long-term financing agreements to provide the additional financing that is required by the end of 2019 to continue these efforts. There can be no assurance that these aforementioned long-term project financing negotiations will be completed on terms that are acceptable to the Company. The Offering will be made by way of a prospectus supplement to the Company's existing Canadian base shelf prospectus and related U.S. registration statement on Form F-10 (SEC File No. 333-229262). The U.S. form of Base Shelf Prospectus is included in the Registration Statement. The Prospectus Supplement has been filed with the securities commissions in each of the provinces of Canada (other than Quebec) and the United States Securities and Exchange Commission. The Canadian Prospectus Supplement (together with the related Canadian Base Shelf Prospectus) will be available on SEDAR at www.sedar.com. The United States Prospectus Supplement (together with U.S. Base Shelf Prospectus and the Registration Statement) will be available on the SEC's website at www.sec.gov. Alternatively, the Prospectus Supplement may be obtained, when available, upon request by contacting the Company or Cantor Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: ecmcanada@cantor.com; Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 499 Park Avenue, 6th Floor, New York, New York, 10022 or by email at prospectus@cantor.com. In addition to the Offering, Northern Dynasty is proposing to undertake a non-brokered private placement to investors outside of the United States of up to 3,660,000 common shares of the Company at the Issue Price for gross proceeds to the Company of up to US$1,500,600. No commission or finder's fee is payable to the Underwriters in connection with the Concurrent Private Placement. Common shares issued pursuant to the Concurrent Private Placement will be subject to applicable resale restrictions, including a four month hold period under Canadian securities legislation. Closing of the Concurrent Private Placement is subject to the approval of the TSX and the NYSE American. Closing of Offering is not conditional upon the closing of the Concurrent Private Placement and closing of the Concurrent Private Placement is not conditional on the closing of the Offering. 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. NORTHWEST ACQUISITIONS: S&P Cuts ICR to 'B'; Ratings on Watch Neg. ------------------------------------------------------------------ S&P Global Ratings lowered its long-term issuer credit rating on Northwest Acquisitions ULC to 'B' from 'B+'. It also lowered its issue-level ratings on Northwest's US$200 million first-lien senior secured credit facility to 'BB-' from 'BB' and US$550 million second-lien senior secured notes to 'B+' from 'BB-'. The recovery ratings on the facility and notes are unchanged. S&P also placed all the ratings on Northwest on CreditWatch with negative implications. The downgrade primarily reflect S&P's expectation that Northwest will generate earnings and cash flows below its previous estimates in 2019, following weaker-than-expected first-quarter 2019 financial results. Operating challenges and lower grades during the quarter primarily led to reduced rough diamond production, and realized prices were well below its estimates for 2019. As a result, S&P has revised its estimates for the next two years, and does not expect the company to generate credit measures that are commensurate with the previous rating. The rating agency now forecasts the company's funds from operations (FFO)-to-debt in the 15%-20% range in 2019 and 2020, which is below its threshold for the previous rating. The CreditWatch placement reflects the likely breach of Northwest's leverage covenant under the company's credit facility by the end of this quarter, and uncertainty regarding the company's prospective cash flow and development plans. Northwest is updating its operating plan, including revising its mine plans and decisions on potential development projects. S&P also believes Northwest will need to obtain temporary covenant relief. The rating agency expects greater visibility on these initiatives shortly, at which time it will assess the impact on its ratings on Northwest. The CreditWatch placement reflects the likely breach of Northwest's leverage covenant under the company's credit facility by the end of this quarter, and uncertainty regarding Northwest's prospective cash flow and future development plans. The company is in the process of updating its operating plan, including revision to its mine plans and decisions on its potential development projects. S&P expects Northwest will obtain temporary covenant relief, but await further details. "We could lower the rating, most likely by no more than one notch, if we expect the company's leverage metrics to further deteriorate from our current estimates following clarity on the aforementioned factors. Specifically, we could lower the rating if we revise our operating expectations lower or if planned debt-funded development project spending leads to negative free cash flows and FFO-to-debt below 12% on a sustained basis," S&P said. "We expect to resolve the CreditWatch over the coming months when we have increased visibility on the company's operating and cash flow expectations based on updated guidance and revised mine plan, as well as on development project spending and funding strategy," S&P said. NOVABAY PHARMACEUTICALS: Signs $2.4-Mil. Securities Purchase Deal ----------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., has entered into a securities purchase agreement for the sale of an aggregate of 1,371,427 shares of the Company's common stock, par value $0.01 per share, and warrants exercisable for 1,371,427 Shares to accredited investors for an aggregate purchase price of $2,400,000. For every one Share purchased at $1.75 per share, each purchaser will receive a Warrant to purchase one Share, with those Warrants having a one-year term and an exercise price of $0.87, callable by the Company if the closing price of the Company's common stock, as reported on the NYSE American, is $1.00 or greater. The Private Placement is expected to close in June 2019, following the satisfaction of certain closing conditions specified in the Purchase Agreement. The purchasers include Xiao Rui Liu, who has agreed to purchase 571,428 Shares and 571,428 Warrants, Hai Dong Pang, who has agreed to purchase 228,571 Shares and 228,571 Warrants, and Ping Huang, who has agreed to purchase 571,428 Shares and 571,428 Warrants. China Kington Asset Management Co. Ltd. has agreed to serve as placement agent in exchange for a commission equal to six percent of the gross proceeds received by the Company upon the closing of the Private Placement. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers (including for certain liabilities under the Securities Act of 1933, as amended), and other obligations of the parties and termination provisions. The Shares, Warrants and Warrant Shares to be issued by the Company pursuant to the Purchase Agreement have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws. 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. NUTRIBAND INC: Incurs $573,000 Net Loss for Quarter Ended April 30 ------------------------------------------------------------------ Nutriband Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $573,353 on $193,590 of revenue for the three months ended April 30, 2019, compared to a net loss of $448,098 on $0 of revenue for the same period in 2018. At April 30, 2019, the Company had total assets of $2,519,137, total liabilities of $435,430, and $2,083,707 in total stockholders' equity. The Company did not generate any revenue prior to the quarter ended October 31, 2018. For the three months ended April 30, 2019, the Company generated revenue of $193,590 on which it recorded cost of revenues of $198,794 and a loss from operations of $573,161. The Company will require substantial funding to execute its strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining significant additional financing and achieving a level of revenue to support its cost structure, developing its products, and obtaining FDA approval to market any product it develops and implementing a marketing program for such products. These factors raise substantial doubt about ability of the Company to continue as a going concern for a period of at least one year from the date of issuance of these financial statements. A copy of the Form 10-Q is available at: https://is.gd/0OE1UJ Nutriband Inc. operates in the health supplement market. Its product line consists of an energy patch line; a weight management patch line; a multivitamin patch line; a children's multivitamin patch line; an amino acid patch line; an anti-wrinkle patch line; an insect repellant patch line; a detox patch line; a PMS patch line; a sleep patch line; and a nausea and motion sickness patch line. Nutriband Inc. was incorporated in 2016 and is headquartered in Orlando, Florida. OLMOS COMPANIES: Hires Kuper Sotheby's as Real Estate Broker ------------------------------------------------------------ Olmos Companies 1, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Kuper Sotheby's Realty, as real estate broker to the Debtor. Olmos Companies requires Kuper Sotheby's to market and sell the Debtor's real property located at Guadalupe County, Texas. Kuper Sotheby's will be paid a commission of 5% of the sales price. Kuper Sotheby's will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Dullnig, partner of Kuper Sotheby's Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Kuper Sotheby's can be reached at: Robert Dullnig KUPER SOTHEBY'S REALTY 6606 N New Braunfels San Antonio, TX 78209 Tel: (210) 213-9700 E-mail: dullnigranches@gmail.com About Olmos Companies 1 Olmos Companies 1, LLC, based in Marion, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-51098) on May 6, 2019. In the petition signed by Larry Struthoff, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Craig A. Gargotta of William B. Kingman, P.C., serves as bankruptcy counsel to the Debtor. OLMOS COMPANIES: Seeks to Hire William B. Kingman as Counsel ------------------------------------------------------------ Olmos Companies 1, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ The Law Offices of William B. Kingman, P.C., as counsel to the Debtor. The firm will advise the Debtor regarding the administration of its bankruptcy estate; represent the Debtor in negotiation with its creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. William B. Kingman will be paid at these hourly rates: William B. Kingman $375 Paralegals $110 William B. Kingman received a retainer in the amount of $4,343 from L & B Interests, Inc., an entity in which one of the Debtor's members has an interest. The firm will also be paid a post petition retainer of $5,000 per month. William B. Kingman will also be reimbursed for reasonable out-of-pocket expenses incurred. William B. Kingman, partner of The Law Offices of William B. Kingman, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. William B. Kingman can be reached at: William B. Kingman, Esq. THE LAW OFFICES OF WILLIAM B. KINGMAN, P.C. 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 Fax: (210) 821-1114 About Olmos Companies 1 Olmos Companies 1, LLC, based in Marion, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-51098) on May 6, 2019. In the petition signed by Larry Struthoff, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Craig A. Gargotta of William B. Kingman, P.C., serves as bankruptcy counsel to the Debtor. ORANGE COUNTY INSURANCE: Case Summary & 9 Unsecured Creditors ------------------------------------------------------------- Debtor: Orange County Insurance Brokerage, Inc. d/b/a Beaty Insurance P.O. Box 3259 Orange, TX 77631 Business Description: Orange County Insurance Brokerage, Inc. is an insurance agency in Orange, Texas. Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Beaumont) Case No.: 19-10278 Judge: Hon. Bill Parker Debtor's Counsel: Frank J. Maida, Esq. MAIDA CLARK LAW FIRM, P.C. 4320 Calder Avenue Beaumont, TX 77706-4631 Tel: (409) 898-8200 Fax: (409)898-8400 E-mail: docs@maidaclarklaw.com fjmaida@aol.com Total Assets: $1,143,220 Total Liabilities: $1,929,624 The petition was signed by Ian Garrett, president. A copy of the Debtor's list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/txeb19-10278_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb19-10278.pdf OSCAR SQUARED: Discloses Hiring of AMC to Recover Unclaimed Funds ----------------------------------------------------------------- Oscar Squared, Inc., filed an amended disclosure statement with respect to its amended plan of reorganization dated June 7, 2019. This latest filing discloses that in May 2019, the Debtor was contacted by Asset Management Consultants of Nokesville, Virginia who advised the Debtor that it had located funds owed to the Debtor in the aggregate amount of between $100,000 and $120,000 (the "Unclaimed Funds"). Asset Management indicated that the funds had been unclaimed for around ten years and were likely the result of unclaimed performance bonds, escrows or deposits. While the Debtor had no specific knowledge of the funds in question, the Debtor had in the past built various roads and, in connection therewith, had been required to post bonds with certain municipalities. Thus, the Debtor believed that the existence of such unclaimed funds was not unreasonable. On May 16, 2019, the Debtor filed an application with the Bankruptcy Court seeking authority to employ Asset Management to seek to recover the Unclaimed Funds. As set forth in the application, the Debtor sought to retain Asset Management on a contingency basis under which Asset Management would receive one-third of the total sum recovered and delivered to the Debtor. In the application, the Debtor represented that all net funds that may be collected from the Unclaimed Funds will be used in the funding of the Plan. On June 6, 2019, the Bankruptcy Court approved the application to employ Asset Management. A redlined copy of the Amended Disclosure Statement dated June 7, 2019 is available at https://tinyurl.com/yxaufa35 from Pacermonitor.com at no charge. About Oscar Squared Oscar Squared, Inc., is a single asset real estate entity that owns an undeveloped parcel of land on Berkley Street in Taunton, Massachusetts. Oscar Squared has two secured creditors: (1) Mechanics Cooperative Bank, which holds a first mortgage on the Property; and, (2) the Acheson Family Trust, which holds a second mortgage. Oscar Squared's bankruptcy case was precipitated by an impending foreclosure sale of the Property by Mechanics. However, the Property has been listed for sale, and is currently under agreement. The Debtor intends to sell the Property in order to satisfy its current obligations to the Secured Creditors. Oscar Squared filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 18-10223) on Jan. 24, 2018. The Debtor hired David B. Madoff, at Madoff & Khoury LLP, as counsel. PHI INC: Egan-Jones Withdraws C Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company, on June 12, 2019, withdrew its 'C' foreign currency and local currency senior unsecured ratings on debt issued by PHI, Incorporated. EJR also withdrew its 'CCC' rating on commercial paper issued by the Company. PHI, Incorporated was founded in 1949 and is headquartered in Lafayette, Louisiana. On March 14, 2019, PHI, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Northern District of Texas. PM RADIOLOGY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: PM Radiology, LLC 4800 Park Blvd Pinellas Park, FL 33781 Business Description: PM Radiology, LLC is a healthcare company specializing in diagnostic radiology. Chapter 11 Petition Date: June 19, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-05794 Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305-904-1903 Fax: 800-559-1870 E-mail: aresty@icloud.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gagandeep S. Mangat MD, president. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-05794.pdf PRECIPIO INC: Stockholders Elect Two Directors ---------------------------------------------- Precipio, Inc. held its Annual Meeting of its Shareholders on June 19, 2019, at which the stockholders elected Ilan Danieli and David Cohen as Class I directors for terms to expire in 2022 and ratified the appointment of Marcum LLP as its independent registered public accounting firm for the year ending Dec. 31, 2019. About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $21.63 million in total assets, $11.80 million in total liabilities, and $9.83 million in total stockholders' equity. The audit opinion included in the Company's annual report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PROPULSION ACQUISITION: S&P Lowers ICR to 'B-'; Outlook Stable -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Propulsion Acquisition LLC (Belcan) to 'B-' from 'B' and its issue-level rating on the company's $535 million first-lien term loan due 2021 to 'B-' from 'B'. The '4' recovery rating is unchanged. The downgrade reflects S&P's expectations that while debt to EBITDA will improve from more than 10x in 2018, the rating agency does not expect it to decline to less than 7x (the rating agency's previous downgrade trigger) in 2019 or 2020. The company's earnings were hurt in 2018 by restructuring charges and transaction related expenses, with increased debt to fund the acquisition of Allegiant International LLC. Furthermore, S&P expects the company to remain aggressive with debt-funded acquisitions in 2019 and beyond, and that margins will remain weak due to the negative impact of transaction related costs. S&P now expects debt to EBITDA of 7.7x-8.1x in 2019 and 7.3x-7.7x in 2020, compared to its previous expectations of less than 7x. The stable outlook on Belcan reflects S&P's expectation that debt to EBITDA will improve in 2019, but will remain weak due to continued debt-financed acquisitions and the associated transaction costs. The rating agency now expects debt to EBITDA of 7.7x-8.1x over the next 12 months, an improvement from more than 10x in 2018, but much weaker than its previous expectations. "We could lower our ratings on Belcan in the next 12 months if the company's earnings do not improve as expected because of higher costs or integration issues with the company's acquisitions," S&P said. "We could also lower the ratings if Belcan's free cash flow turns negative, causing its liquidity to weaken, its leverage to rise to a level that leads us to believe that its capital structure is no longer sustainable, and its covenants to be breached. S&P said it could raise its rating on Belcan in the next 12 months if the company's debt to EBITDA is sustained at less than 7x. This would likely happen if the company commits to a less aggressive financial policy, successfully integrates its recent acquisitions, improves profitability, or repays additional debt, according to the rating agency. PURE BIOSCIENCE: Incurs $1.9M Net Loss for Quarter Ended April 30 ----------------------------------------------------------------- Pure Bioscience, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $1,873,000 on $312,000 of net product sales for the three months ended April 30, 2019, compared to a net loss of $1,692,000 on $390,000 of net product sales for the same period in 2018. At April 30, 2019, the Company had total assets of $1,710,000, total liabilities of $530,000, and $1,180,000 in total stockholders' equity. The Company also disclosed that there are factors that raise substantial doubt about its ability to continue as a going concern. The Company states, "Since our inception, we have financed our operations primarily through public and private offerings of securities, debt financing, and revenue from product sales and license agreements. We have a history of recurring losses, and as of April 30, 2019, we have incurred a cumulative net loss of $122,659,000. "We do not have, and may never have, significant cash inflows from product sales or from other sources of revenue to fund our operations. As of April 30, 2019, we had $340,000 in cash and cash equivalents, and $523,000 of current liabilities. As of April 30, 2019, we have no long-term debt. We do not currently believe that our existing cash resources are sufficient to meet our anticipated needs over the next twelve months from the date hereof. "Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources. "Until we can generate significant cash from operations, we expect to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business. Further, any contracts or license arrangements we enter into to raise funds may require us to relinquish our rights to our products or technology, and we cannot assure you that we will be able to enter into any such contracts or license arrangements on acceptable terms, or at all. Having insufficient funds may require us to delay or scale back our marketing, distribution and other commercialization activities or cease our operations altogether. "We do not have any unused credit facilities or other sources of capital available to us at this time. We intend to secure additional working capital through sales of additional debt or equity securities. Our intended financing initiatives are subject to risk, and we cannot provide any assurance about the availability or terms of these or any future financings." A copy of the Form 10-Q is available at: https://is.gd/gNCLAs El Cajon, Calif.-based Pure Bioscience, Inc., manufactures and sells silver dihydrogen SDC-based disinfecting and sanitizing products, which are registered by the Environmental Protection Agency, or EPA, to distributors and end users. The Company also manufactures and sells various SDC-based formulations to manufacturers for use as a raw material in the production of personal care and other products. Silver dihydrogen citrate, or SDC, is a broad-spectrum, non-toxic antimicrobial. REXNORD LLC: S&P Hikes ICR to BB on Improved Operating Performance ------------------------------------------------------------------ S&P Global Ratings raises its issuer credit rating on Milwaukee-based Rexnord LLC (Rexnord), a maker of highly engineered mechanical components and commercial plumbing products, to 'BB' from 'BB-'. Concurrently, S&P is raising its issue level rating on the company's senior secured facilities to 'BBB-' from 'BB+'. Its '1' recovery rating on the senior secured facilities remain unchanged. S&P is also raising its issue level rating on the company's senior unsecured notes to 'BB-' from 'B+'. Its '5' recovery rating on company's notes remain unchanged. The upgrade reflects S&P's expectation that Rexnord will continue to modestly expand its margins and reduce its debt leverage as growth in industrial, commercial aerospace, and consumer goods end markets remains healthy. Over the past 12 months, the company has deleveraged as its EBITDA margin expanded by 290 basis points, reflecting lower fixed costs, manufacturing simplification, and repayment of about $200 million of debt. As a result, the S&P-adjusted debt to EBITDA ratio improved to 2.7x at the year-end fiscal 2018 (March 31, 2019) from 3.6x a year earlier. S&P expects positive operating performance and improving free operating cash flow (FOCF) to enable the company to sustain leverage of 2x-3x over the next 12 to 18 months. "The stable outlook on Rexnord reflects our view of stable operating performance as a result of generally healthy end-market demand and improved productivity. We believe that these factors will allow the company to improve FOCF and maintain adjusted leverage of 2x-3x," S&P said. "We could lower the rating if the improvement in Rexnord's credit measures reverses and adjusted debt to EBITDA rises to more than 3x on a sustained basis," S&P said. This could occur as a result of end-market deterioration or operational missteps that would result in declining revenues and margins, or if the company makes aggressive financial policy decisions regarding debt-funded acquisitions or shareholder returns, according to the rating agency. "We could raise our ratings on Rexnord if the company's deleveraging trend continues and the company demonstrates a willingness and ability to sustain adjusted leverage at less than 2x. We could also raise our rating if the company diversifies its business and expands its EBITDA base, thus reducing expected leverage volatility in an economic downturn," S&P said. S&B PROPERTIES: Seeks to Hire Stanley A. Zlotoff as Counsel ----------------------------------------------------------- S&B Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ the Law Offices of Stanley A. Zlotoff, as counsel to the Debtor. S&B Properties requires Stanley A. Zlotoff to: (a) give the Debtor legal advice with respect to its powers and duties as debtor in possession in the continued management of its property; (b) prepare necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for debtor as Debtor in possession which may be necessary herein. Stanley A. Zlotoff will be paid at the hourly rate of $350. Stanley A. Zlotoff will be paid a retainer in the amount of $2,003. Stanley A. Zlotoff will also be reimbursed for reasonable out-of-pocket expenses incurred. Stanley A. Zlotoff, partner of the Law Offices of Stanley A. Zlotoff, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stanley A. Zlotoff can be reached at: Stanley A. Zlotoff, Esq. LAW OFFICES OF STANLEY A. ZLOTOFF 300 S 1st St. Suite 215 San Jose, CA 95113 Tel: (408) 287-5087 E-mail: zlotofflaw@gmail.com About S&B Properties S&B Properties, LLC, based in San Jose, CA, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 19-51088) on May 30, 2019. In the petition signed by Cesar Cadena, managing member, the Debtor disclosed $2,770,000 in assets and $1,095,000 in liabilities. The Hon. Stephen L. Johnson oversees the case. Stanley A. Zlotoff, Esq., at the Law Offices of Stanley A. Zlotoff, serves as bankruptcy counsel. SEARS HOLDINGS: Ex-Employees Defend Retirees Committee Appointment ------------------------------------------------------------------ Former employees of Sears, Roebuck and Co. defended their motion to appoint a committee to represent retirees in the Chapter 11 cases of the company and its affiliates. In court filings, retirees Richard Bruce and Ronald Olbrysh argued the company's objection to the appointment is "based on the faulty premise that a summary of the benefit plan issued in 2007 -- not the actual plan documents and not a court-approved class action settlement -- control whether the benefits are vested." According to their attorney, James Lawlor, Esq., at Wollmuth Maher & Deutsch LLP, in New York, the stipulation of settlement was approved by a federal district court and is the governing document as a matter of law. "Courts in this Circuit enforce such settlements and reject subsequent attempts to rewrite them more favorably. Thus, the summary relied upon by the debtors cannot, as a matter of law, alter that settlement agreement's binding terms," Mr. Lawlor argued. "The debtors argue that several provisions of the summary render the benefits terminable at will. The debtors are wrong," the attorney further said. Mr. Lawlor said there is also no valid reason not to appoint a committee at this stage of the company's bankruptcy case. "The retirees moved promptly and the limited role and scope of any such committee will not undermine any plan," he said. Mr. Lawlor maintains an office at: James N. Lawlor, Esq. Cassandra Postighone, Esq. Wollmuth Maher & Deutsch LLP 500 Fifth Avenue New York, NY 10110 Telephone: (212) 382-3300 Fax: (212) 382-0050 Email: jlawlor@wmd-law.com Email: cpostighone@wmd-law.com About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, Managing Director, and Levi Quaintance, Vice President of Lazard Freres & Co. LLC serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on an official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the creditors' committee. FTI Consulting is financial advisor to the creditors' committee. Houlihan Lokey Capital, Inc., is providing investment banking services to the committee. SECURED CAPITAL: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on June 17 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Secured Capital Partners LLC. The committee members are: (1) Freeman Group Inc. Attn: Rodney Freeman 11150 W. Olympic Boulevard, Suite 975 Los Angeles, CA 90064 Phone: 310-453-0414 Email: RFreeman@freemangroup.net (2) Pachulski Stang Ziehl & Jones LLP Attn: Ira D. Kharasch 10100 Santa Monica Boulevard, 13th Floor Los Angeles, CA 90067 Phone: 310-277-6910 Email: ikharasch@pszjlaw.com (3) Mirman, Bubman & Nahmias, LLP Attn: Michael E. Bubman 21860 Burbank Boulevard, Suite 360 Woodland Hills, CA 91367 Phone: 818-451-4600 Email: mbubman@mblawyers.com (4) James I. Valentine 4422 Lowell Street, NW Washington, DC 20016 Phone: 202-253-7870 Email: james.valentine@att.net (5) Levene, Neale, Bender, Yoo & Brill, LLP Attn: David Golubchik 10250 Constellation Boulevard, #1700 Los Angeles, CA 9006 Phone: 310-229-1234 Email: dbg@lnbyb.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Secured Capital Partners LLC Secured Capital Partners LLC, a privately held company in Beverly Hills, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 19-16243) on May 29, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of between $50 million and $100 million. The case has been assigned to Judge Barry Russell. The Debtor is represented by SulmeyerKupetz A Professional Corporation. SIGNATURE PACK: Hires James B. Ardrey as Restructuring Advisor -------------------------------------------------------------- Signature Pack, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ James B. Ardrey, as restructuring advisor to the Debtor. Signature Pack requires James B. Ardrey to assist the Debtor's overall restructuring and will assist in negotiations with respect to an overall exit strategy for its bankruptcy case. James B. Ardrey will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. for reasonable out-of-pocket expenses incurred. James B. Ardrey, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. About Signature Pack Signature Pack, LLC is a privately held company in Pendergrass, Georgia that provides packaging services. Signature Pack, based in Pendergrass, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-20916) on May 9, 2019. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. James R. Sacca oversees the case. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, serves as bankruptcy counsel to the Debtor. SIRIUS XM: S&P Rates New $750MM Sr. Unsecured Notes Due 2024 'BB' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to New York-based satellite radio operator Sirius XM Radio Inc.'s proposed $750 million senior unsecured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. Sirius XM plans to use the proceeds from the proposed notes to repay a portion of its outstanding $1.5 billion 6% senior unsecured notes due 2024. "Our 'BB' issuer credit rating and stable outlook on Sirius XM remain unchanged because the proposed transaction will not affect its net leverage. We continue to expect the company's net leverage to remain in the mid-3x area over the next year as its spending on dividends and share repurchases exceeds its free operating cash flow," S&P said. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Sirius XM Radio Inc. is the borrower of a $1.75 billion senior secured revolving credit facility maturing in 2023 and $7.8 billion of senior unsecured notes with maturities ranging from 2022 through 2029. Sirius XM Radio Inc. is also the borrower of the proposed $750 million senior unsecured notes due 2024. -- Sirius XM Radio Inc.'s wholly owned subsidiary Pandora Media LLC is the borrower of $193 million of 1.75% convertible senior unsecured notes due in 2023 (unrated). -- The revolving credit facility is secured by a lien on substantially all of Sirius XM Radio Inc.'s assets and those of its material domestic subsidiaries (subject to certain exceptions). -- The revolving credit facility and senior unsecured notes are guaranteed by certain of Sirius XM Radio Inc.'s material domestic subsidiaries, including Pandora Media LLC and its subsidiaries. -- Pandora Media LLC guarantees Sirius XM Radio Inc.'s senior unsecured notes but Sirius XM Radio Inc. does not guarantee Pandora Media LLC's convertible senior unsecured notes. Therefore, Pandora Media LLC's convertible senior unsecured notes are structurally subordinated to Sirius XM Radio Inc.'s senior unsecured notes. However, Sirius XM Holdings Inc. guarantees the performance and financial obligations of Pandora Media LLC's convertible senior unsecured notes. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2024 due to a combination of the following factors: sharply lower auto sales or the nonrenewal of distribution agreements with automakers; elevated subscriber churn; increased competition from free or alternative media distribution channels; and the nonrenewal of key programming contracts upon expiration. -- Other default assumptions include an 85% draw on the revolving credit facility, LIBOR is 2.5%, the spread on the revolving credit facility rises to 5% as covenant amendments are obtained, and all debt includes six months of prepetition interest. -- S&P values Sirius XM on a going-concern basis using a 6.5x multiple of its projected emergence EBITDA. This multiple is 0.5x higher than the multiples S&P uses for other radio broadcasters that it rates because of Sirius XM's large size and high percentage of recurring subscription revenue. Simplified waterfall -- EBITDA at emergence: $910 million -- EBITDA multiple: 6.5x -- Gross recovery value: $5.9 billion -- Net recovery value for waterfall after administrative expenses (5%): $5.6 billion -- Estimated senior secured debt: $1.5 billion -- Value available for senior secured debt: $5.6 billion -- Recovery range: 90%-100% (rounded estimate: 95%) -- Estimated senior unsecured debt: $8 billion -- Value available for senior unsecured debt: $4.1 billion -- Recovery range: 50%-70% (rounded estimate: 50%) Ratings List Sirius XM Radio Inc. Issuer Credit Rating BB/Stable/-- New Rating Sirius XM Radio Inc. Senior Unsecured US$750 mil sr nts due 07/15/2024 BB Recovery Rating 3(50%) SIT-CO LLC: Seeks to Hire John Friend & Co. as Accountant --------------------------------------------------------- Sit-Co, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ John Friend & Co., PC, as accountant to the Debtor. Sit-Co, LLC requires John Friend & Co. to: -- prepare the Debtor's 2018 state and federal income tax returns; -- provide other tax services which ordinarily arise in the operation of a business which has employees; and -- provide accounting and tax advice in relation to the sale of assets and transfers of the Debtor's ongoing business operations to a third party John Friend & Co. will be paid at these hourly rates: John Friend $160 Sara Abu-Hussein $151 Scott Furbee $136 Cathie Hite $129 Kathy Totten $101 Bookkeeping Staff $90 John Friend & Co. will also be reimbursed for reasonable out-of-pocket expenses incurred. John Friend, partner of John Friend & Co., PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. John Friend & Co. can be reached at: John Friend JOHN FRIEND & CO., PC 2916 East Morgan Ave Evansville, IN 47711 Tel: (812) 473-3388 Fax: (812) 476-6908 About Sit-Co, LLC Sit-Co, LLC, is a multifaceted company providing solutions for businesses. Since 2004, the company has built a wireless network covering eight counties in Southern Indiana. In 2008, the company built a state of the art data center offering co-location, private cloud, disaster recovery, and data backup services. In 2010, the company deployed a business VOIP system providing phone service in 22 states. Its latest venture is the construction of Enterprise and FTTH networks throughout the tri-state area. Sit-Co filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-70172) on Feb. 14, 2019. In the petition signed by Thomas D. Kolb, member, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Basil H. Lorch III. Sandra D. Freeburger, Esq., at Deitz, Shields & Freeburger, LLP, is the Debtor's counsel. SKYLINE RIDGE: Seeks Court Approval to Hire Expert Witness ---------------------------------------------------------- Skyline Ridge, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire an expert witness. The Debtor proposes to employ James Bradley, principal of Axia Real Estate Appraisers, and pay him $300 per hour for his testimony as an expert witness related to the appraisal of Cinco Soldados, LLC's real property located within the Rancho Soldados Subdivision. The Debtor intends to submit the appraisal as its evidence at the hearing on confirmation of its proposed Chapter 11 plan and the rival plan filed by Cinco Soldados. Mr. Bradley and his firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. Mr. Bradley maintains an office at: James S. Bradley Axia Real Estate Appraisers 3320 N. Country Club Rd. #110 Tucson, AZ 85716-1579 Phone: 520-545-0000 Fax: 520-545-0001 E-mail: jbradley@axiaappraisers.com E-mail: info@axiaappraisers.com About Skyline Ridge Based in Tucson, Ariz., Skyline Ridge, LLC, is an Arizona limited liability company categorized under residential contractor. Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 18-01908) on March 1, 2018. In the petition signed by Ahmad Zarifi, managing member and sole owner, the Debtor estimated assets at $1 million to $10 million and liabilities at the same range. Michael Baldwin, PLC, is the Debtor's attorney. SPAR BUSINESS: Treatment of Unsecured Claims Modified in New Plan ----------------------------------------------------------------- Spar Business Services, Inc., a Nevada corporation, f/k/a Spar Marketing Services, Inc. filed a disclosure statement in connection with its first amended chapter 11 plan of reorganization. This latest filing modifies the treatment of several classes of claims, including the general unsecured claims in Class 5. Holders of Class 5 Allowed General Unsecured Claims will receive, in full and final satisfaction of their Allowed Claims: (a) payment of their Pro Rata share of the New Value Contribution immediately on the Effective Date; (b) payment of their Pro Rata share of the Settlement Contribution in full on June 15, 2020. The Debtor is entitled to pre-pay and balances owing to the Holders of Class 5 Claims in its sole and absolute discretion any without prepayment penalty. The latest plan also discloses the Clothier Plaintiffs' proof of claim and the Rodgers Plaintiffs' proof of claim. The Debtor has requested to estimate these claims. A copy of the Disclosure Statement is available at https://tinyurl.com/y3afch88 from Pacermonitor.com at no charge. About Spar Business Services Spar Business Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-16974) on Nov. 23, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Matthew C. Zirzow, Esq., at Larson Zirzow & Kaplan, LLC. SPORTCO HOLDINGS: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on June 17 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of SportCo Holdings, Inc. The committee members are: (1) Vista Outdoor Sales, LLC Attn: James G. Hanus, 1 Vista Way Anoka, MN 55303 Phone: 763-323-2485 Fax: 763-323-2504 (2) Magpul Industries Corporation Attn: Heidi Silzly 8226 Bee Caves Road Austin, TX 78746 Phone: 877-4MAGPUL (3) American Outdoor Brands Corporation Attn: Ahsan Khan 2100 Roosevelt Avenue Springfield, MA 01104 Phone: 413-747-33169 Fax: 413-747-3250 (4) Garmin USA, Inc. Attn: Lisa Brauch 1200 E. 1st Street Olathe, KS 66062 Phone: 913440-1911 Fax: 913-397-8282 (5) Fiocchi of America, Inc. Attn: Jared Smith 6930 N. Fremont Ozark, MO 65714 Phone: 417-725-4181 Fax: 417-725-1039 (6) FN America, LLC Attn: John Freiling 7950 Jones Branch Drive, Suite 602N McLean, VA 22102 Phone: 703-288-3500 Fax: 803-828-7794 (7) Remington Arms Company, LLC Attn: Emile Buzaid 1816 Remington Circle SW Huntsville, AL 35824 Phone: 336-698-5174 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About SportCo Holdings Inc. SportCo Holdings, Inc. and its affiliates, including United Sporting Companies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10, 2019. United Sporting Companies, Inc. was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc. in 2009 and formally changing its name to United Sporting Companies, Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies are marketers and distributors of a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. The companies' product line of over 55,000 SKUs includes firearms, reloading, marine electronics, trolling motors, optics, cutlery, archery equipment, ammunition, leather goods, camping equipment, sportsman gifts, and a variety of other outdoor sporting goods products. The companies carry the major brands in the outdoor sports industry, including Remington, Ruger, Browning, Winchester, Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory, Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance, Federal, CCI, Taurus, and Leupold. The companies employ 321 people. SportCo, a Delaware corporation, is a holding company with no business operations. At the time of the filing, SportCo had estimated assets of less than $50,000 and liabilities of between $100 million and $500 million. The cases have been assigned to Judge Laurie Selber Silverstein. The companies tapped McDermott Will & Emery LLP as their bankruptcy counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC as restructuring advisor; and BMC Group, Inc. as notice and claims agent. T CAT ENTERPRISE: New Plan Modifies Treatment of AB's Secure Claim ------------------------------------------------------------------ T Cat Enterprise, Inc. filed an amended proposed disclosure statement in connection with its plan of reorganization, which modifies the treatment of Associated Bank's secured claims in Class 1. Associated Bank will now be paid $4,380 monthly over 48 months at an interest of 9%. The previous plan proposed to pay Associate Bank $4,606 monthly at an interest rate to be agreed by the parties. A copy of the Disclosure Statement is available at https://tinyurl.com/y227r5yt from Pacermonitor.com at no charge. About T CAT Enterprise T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a family-owned and operated construction company specializing in excavation, railroad clean up, and snow plowing services in the tri-state area. In addition, the Company also offers hauling services, demolition services, and pavers and asphalt repairs. T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018. In the petition signed by James R. Trumbull, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Jack B. Schmetterer oversees the case. Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol, serve as bankruptcy counsel to the Debtor. TALEN ENERGY: Moody's Hikes Ratings on $240MM Unsec. Notes to B3 ---------------------------------------------------------------- Moody's Investors Service upgraded approximately $240 million of previously unguaranteed senior unsecured notes of Talen Energy Supply, LLC to B3 from Caa1 to reflect their newly guaranteed status. The upgrade follows Talen's extension of its guarantee package to all of its senior unsecured debt obligations. At the same time, Moody's affirmed Talen's corporate family rating (CFR) at B2, its probability of default (PD) at B2-PD, its senior secured debt at Ba3, its other senior unsecured guaranteed debt at B3, and its speculative grade liquidity rating at SGL-2. The outlook for Talen is stable. RATINGS RATIONALE "The upgrade of the previously unguaranteed senior unsecured notes is driven by Talen's extension of its guarantee package to include these securities," said Laura Schumacher, Senior Credit Officer. The guarantee package previously applied only to its senior secured and certain other senior unsecured debt issues. Talen's B2 CFR and stable outlook reflect the consolidated credit profile of the organization, which is not being altered by the provision of these additional guarantees. All of the new guarantees are provided by the same entities backing Talen's revolving credit facility, secured term loans, and recently issued secured notes, which includes the majority of the company's holdings in Pennsylvania, Maryland and Texas. The guarantors exclude the Sapphire Power Generation Holdings, LLC entities (approximately 750 MW of gas-fired assets, predominately in New Jersey, that were previously designated to be sold), Northeast Gas Generation, LLC (about 1.3 GW of gas-fired assets in New York and Massachusetts that support around $525 million of non-recourse debt), and the Colstrip coal units in Montana (approximately 530 MW), which were previously lease financed. The guarantors also hold the residual equity value of LMBE-MC, which holds 2.3 GW of gas-fired assets in Pennsylvania that are supporting approximately $450 million of non-recourse project finance debt. Following the guarantee extension, Talen's outstanding recourse obligations, which Moody's calculates at about $4.4 billion, include a relatively balanced mixture of approximately 2% priority payables, 45% secured debt, 38% unsecured guaranteed debt and 15% of other unsecured obligations (remainder of trade payables and underfunded pension obligations). The capital structure also includes a $1 billion secured revolving credit facility (about 25% currently funded) and about $975 million of non-recourse project finance debt. Talen's B2 CFR is driven by the inherent volatility of the merchant power markets in which it operates and its relatively leveraged capital structure. The rating also reflects Talen's elevated exposure to carbon transition risks, resulting from its heavy reliance on unregulated fossil-fired generation. The rating recognizes the operational improvements that have been made since the company was taken private at the end of 2016, which should enable Talen to manage through an expected near-term decline in gross margins and cash flow. Based on current market conditions, for 2019-2020, Moody's expects the company's consolidated ratio of cash flow from operations excluding changes in working capital (CFO pre-WC) to debt to be in a range of 6%-8%, which is at the lower end of the "B" scorecard indicated range for this factor in Moody's rating methodology. Talen's B2 CFR considers its recently articulated, less aggressive, more balanced financial and asset allocation policies, which could result in some deleveraging over time. Specifically, Talen announced that it would not pay a dividend to shareholders in 2019, and that it would target a total leverage ratio (as defined in their credit documents) "in the 4's" prior to future equity distributions. In conjunction with its recent revolving credit agreement extension, Talen also included a covenant prohibiting distributions to equity holders while the total leverage ratio is above 4.5x. As of March 31, 2019 Talen, reported its total leverage ratio to be 5.1x. Moody's views Talen's commitment to more creditor friendly policies as supportive of its B2 CFR. Liquidity Talen's SGL-2 reflects good liquidity for the next 12-18 months. As of March 31, 2019, the company had an unrestricted cash balance of about $79 million, and usage under its then $1.322 billion revolving credit facility, which was scheduled to expire in its entirety in June 2022, included an outstanding loan balance of $450 million and $116 million used for letters of credit. Approximately $140 million of the outstanding loan balance was drawn to fund a $200 million tender Talen completed in January. In May 2019, Talen extended $690 million of the revolving credit facility to 2024 and reduced its capacity to $1 billion through 2020, and $890 through 2022. At the same time, the company issued $750 million of senior secured notes, a portion of which was used to reduce outstanding revolver balances to a current level of about $275 million. Management currently expects to partially repay outstanding balances upon closing the pending sale of its IEC pipeline ($155 million expected in 2019). Talen's nearest long-term debt maturities include $5 million of notes due July 2019 which the company expects to repay with cash on hand. Outlook Talen's stable outlook reflects Moody's expectation that, despite declining capacity revenue, management's continued focus on performance enhancement and cost control will support the company's credit quality such that its ratio of CFO pre-WC to debt that will remain above 5%. Factors that Could Lead to an Upgrade Given its declining revenue profile, it is not likely that the CFR will move upward over the next 12-18 months. Longer term, if there were to be operational enhancements, a reduction in leverage, or an improvement in market conditions causing the ratio of CFO pre-WC to debt to remain above 10%, there could be upward pressure on the ratings. Factors that Could Lead to a Downgrade If there were to be an increase in leverage, operational challenges, or continued weak commodity prices such that Moody's would expect the ratio of CFO pre-WC to debt to fall below 5% on a sustained basis, or if the company were to become significantly free cash flow negative for a prolonged period. In addition, if there were to be further changes in the capital structure that increase the proportion of secured debt relative to Talen's remaining unsecured obligations, or there is other erosion of the unsecured liability base, there could be pressure on the ratings of the guaranteed notes. Upgrades: Issuer: Talen Energy Supply, LLC Gtd. Senior Unsecured Regular Bond/Debenture, Upgraded to B3(LGD5) from Caa1(LGD6) Outlook Actions: Issuer: Talen Energy Supply, LLC Outlook, Remains Stable Affirmations: Issuer: Talen Energy Supply, LLC Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility, Affirmed Ba3(LGD2) Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD2) Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5) Issuer: Pennsylvania Economic Dev. Fin. Auth. Senior Unsecured Revenue Bonds, Affirmed B3(LGD5) Talen Energy Supply, LLC is an independent power producer with about 15 GW of generating capacity. Talen Energy Corporation, headquartered in The Woodlands, Texas, is a privately-owned holding company that owns 100% of Talen and conducts all its business activities through Talen. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. TEEKAY CORP: Egan-Jones Hikes Senior Unsecured Ratings to B ----------------------------------------------------------- Egan-Jones Ratings Company, on June 14, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Teekay Corporation to B from C. Established in 1973, Teekay has developed from a regional shipping company into one of the world's largest marine energy transportation, storage, and production companies. TENNECO INC: Egan-Jones Lowers Senior Unsecured Ratings to BB ------------------------------------------------------------- Egan-Jones Ratings Company, on June 13, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Tenneco Incorporated to BB from BBB-. Tenneco Inc. was founded in 1888 and is headquartered in Lake Forest, Illinois. The company was formerly known as Tenneco Automotive Inc. and changed its name to Tenneco Inc. in 2005. TOMS SHOES: S&P Lowers ICR to CCC on Possible Distressed Exchange ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Los Angeles-based TOMS Shoes LLC to 'CCC' from 'CCC+' and its issue-level rating on the company's first-lien credit facility to 'CCC' from 'CCC+'. The downgrade reflects the increased likelihood that TOMS will default due to a near-term liquidity crisis or covenant breach or engage in a distressed debt exchange or redemption offer in the next 12 months. S&P projects that the company's adjusted leverage will remain elevated above 10x and expect it to generate negative free cash flow for 2019. Additionally, TOMS sources a material portion of its products from China. Therefore, additional tariffs would further weaken the company's margins and cash flow, making the refinancing of its approximately $290 million outstanding term loan maturing in 2020 more difficult. The negative outlook on TOMS reflects the risk that the firm may face difficulties in servicing its debt, leading to a payment default. The company also faces the looming maturity of its term loan in 2020, which S&P is unsure it will be able to successfully refinance. While less likely, the company may also engage in a distressed exchange over the new few quarters. The negative outlook also incorporates TOMS' continued sales declines, eroding liquidity, and its fixed-charge coverage ratio, which is at or below covenant levels, due to the challenging retail environment and the company's continued weak operating performance. "We could lower our ratings on TOMS if we believe it is inevitable that the company will face a payment default, a near-term liquidity crisis, breach a covenant, be unable to successfully refinance its term loan, or engage in a distressed exchange or redemption in the next six months," S&P said. "Given its continuously weak operating trends, declining liquidity, and negative cash flows, we believe the company could default on its payments or seek to restructure its debt to right-size its capital structure." S&P said it could raise its ratings on TOMS if the company addresses its 2020 maturities without undertaking a distressed exchange. Any positive rating actions would also be predicated on the company improving its cash flow and liquidity position, according to the rating agency. TRANSPLACE HOLDINGS: S&P Alters Outlook to Pos., Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B-' issuer credit rating on third-party logistics provider Transplace Holdings Inc. and revised its outlook to positive from stable, adding that it could raise its ratings if the company performs in line with its expectations over the next 12 months without any major negative impact from trade disruptions. At the same time, S&P affirmed its 'B-' issue-level rating on the company's first-lien term loan following the company's recent $25 million add-on. Its '3' recovery rating (rounded estimate: 50%) remains unchanged. S&P's revised outlook reflects its expectation that it could raise its ratings on Transplace over the next 12 months if the company's credit metrics continue to improve in 2019. The company's debt to EBITDA declined to around 7x in 2018 from 9x in 2017 due to higher revenues and a decline in transaction costs associated with its acquisition by its private equity sponsor TPG Capital in 2017. S&P expects this trend to continue in 2019 and forecasts debt to EBITDA to improve to the high-5x area, below its previous expectation for leverage in the low-6x area. S&P's outlook on Transplace is positive. Th rating agency thinks Transplace should benefit over the next 12 months from the addition of new customers and the integration of its recent acquisition. It expects modest improvement in EBITDA margins, as acquisition-related expenses continue to decline and the company continues to control costs. It forecasts improvement in the company's credit metrics, with debt to EBITDA in the high-5x area in 2019 and mid-5x area in 2020, a decline from the 7x area in 2018. It also expects FFO to debt to increase to around 9% through 2020, up from around 7% in 2018. "We could raise our ratings on Transplace over the next 12 months if the company's credit metrics improve in line with our expectations, with debt to EBITDA below 6.5x and FFO to debt above 9% on a sustained basis. We would also need to expect management to commit to maintain these ratios going forward," S&P said. "We could revise our outlook to stable if credit metrics remain above 6.5x and FFO to debt remains in the mid-single-digit percent area. This is likely to occur if Transplace pursues debt-financed acquisitions or shareholder distributions," S&P said, adding that it could also occur from prolonged trade disruptions, which lead to lower shipping volumes in North America. UFS HOLDINGS: S&P Alters Outlook to Positive, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings affirmed the 'B-' issuer credit rating on UFS Holdings Inc. and revised its outlook to positive from negative. S&P affirmed the 'B' issue-level ratings on the company's revolver and first-lien term loan and the 'CCC' issue-level rating on the company's second-lien term loan. The recovery ratings are unchanged at '2' (rounded estimate: 70%) and '6' (rounded estimate 5%), respectively. The rating actions on UFS Holdings Inc. reflect S&P's expectation for improved operating performance in the second half of 2019 and for an increased covenant cushion following the recent amendment to UFS Holdings' first- and second-lien credit agreements. Throughout 2018 and early 2019, raw material cost inflation has caused S&P Global Ratings-adjusted EBITDA margins to fall over 200 basis points (bps) over the past year. Given the company's small size, it is especially susceptible to cost movements. This has led to S&P's projections that, in 2019, debt to EBITDA will be above 6x and funds from operations (FFO) to debt will be between 7% and 8%. Looking forward, the positive outlook reflects the company's potential to improve its credit measures beyond the current depressed levels if it can adequately manage any raw material volatility. S&P views the past year as a trough in the company's operating performance because the nylon 6 and nylon 6,6 market was unusually tight, but it expects the company will grow earnings as the market becomes more balanced and the company successfully achieves the price actions. The amendment to the company's covenants resolves concerns on near term liquidity. Despite the covenant relief in 2019 and 2020, UFS' creditworthiness remains limited by its weaker-than-expected operating performance in early 2019. The positive outlook on UFS Holdings reflects the possibility of an upgrade over the next couple of quarters if the company significantly improves its credit measures beyond the weak 2018 and early 2019 levels, such that debt to EBITDA were at or below 6x. S&P currently expects 2019 debt to EBITDA to be above 6x and FFO to debt between 7% and 8%. The rating agency's base case considers some raw material volatility, which the company tends to pass on with a lag. S&P anticipates that the company will recover 2018 material cost increases in 2019. S&P does not anticipate a run-up in material costs in 2019. The outlook revision also takes into account its view that the company has addressed its near-term liquidity risk after renegotiating its covenants with lenders. S&P said it could take a negative rating action if the company generates significant negative free cash flow in 2019 or if it's likely the company will violate its covenants over the next 12 months (this is unlikely though given the recent amendments). Additionally, S&P could lower the rating if the company experiences a continued spike in raw materials with limited ability to pass along price increases or greater competition in the company's end markets that cause credit measures to deteriorate to a level that the rating agency considers unsustainable, with low-single-digit FFO to debt and debt to EBITDA approaching double-digits. For this to happen, EBITDA margins would have to fall by 600 bps below S&P's current expectations. "We could raise the rating on UFS Holdings if it can manage raw material volatility and boost operating performance such that debt to EBITDA improves to around or below 6x. This could happen if EBITDA margins expanded by 50 bps and revenue increased by 1% more than our projections," S&P said. This increase would likely be driven by the company successfully passing on price increases or if prices for raw materials such as nylon 6 and nylon 6,6 start to decline. Improved operating performance could also result from stronger-than-expected demand in the apparel and automotive end markets, according to the rating agency. To consider a higher rating, S&P said it would expect the company to generate positive free operating cash flow and maintain sufficient cushion under its covenants. UPAY INC: M&K CPAS, PLLC Raises Going Concern Doubt --------------------------------------------------- UPAY, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $39,866 on $1,098,793 of revenue for the year ended Feb. 28, 2019, compared to a net loss of $94,043 on $778,262 of revenue for the year ended in 2018. The audit report of M&K CPAS, PLLC, states that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Feb. 28, 2019, showed total assets of $1,022,946, total liabilities of $825,554, and a total stockholders' equity of $197,392. A copy of the Form 10-K is available at: https://is.gd/32hycJ UPAY, Inc. aims to provide loan administration software to credit providers, retail stores, provisional service industry (doctors, lawyers, accountants) with a high-quality credit management software systems and customer support that will enable such industries to effectively operate and manage their business and credit risk in compliance with applicable US federal and state laws and the National Credit Act in South Africa. The Company is headquartered in Dallas, Texas. WESTWIND MANOR: Hires Sidley Austin as Special Counsel ------------------------------------------------------ Westwind Manor Resort Association, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Sidley Austin LLP, as special counsel to the Debtors. Westwind Manor requires Sidley Austin to advise the Debtors in the Chapter 11 Cases in connection with regulatory and governmental matters. Sidley Austin will be paid at these hourly rates: Senior Partners $1,700 New Associates $540 Sidley Austin will also be reimbursed for reasonable out-of-pocket expenses incurred. Jodi E. Lopez, a partner at Sidley Austin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sidley Austin can be reached at: Jodi E. Lopez, Esq. SIDLEY AUSTIN LLP 1000 Louisiana St., Suite 6000 Houston, TX 77002 Tel: (713) 495-4500 About Westwind Manor Resort Association Westwind Manor Resort Association, Inc., and its subsidiaries operate two distinct business segments. Warrior Custom Golf focuses on the manufacture and sale of custom golf clubs. Warrior Acquisitions manages affiliates, like Warrior Golf, LLC, which own and manage golf courses. Warrior Custom Golf was founded in 1998 by Brendan Flaherty. It develops, manufactures markets and sells affordable custom golf clubs and related equipment to golfers worldwide. Warrior Custom Golf's products are custom built to the specifications of each customer. Warrior Acquisitions is the manager of six entities that own and operate 18 golf courses and parcels of land located throughout the United States. Both segments of the business are headquartered in Irvine, California. Westwind Manor Resort Association and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-50026) on March 4, 2019. The Debtors estimated both assets and debt between $1 million and $10 million. The cases have been assigned to Judge David R. Jones. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; Sidley Austin LLP, as special counsel; Force Ten Partners LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed an official committee of unsecured creditors on March 19, 2019. The committee is represented by Cozen O'Connor. WORK & SON INC: Hires Colliers as Real Estate Broker ---------------------------------------------------- Stanley Murphy, the Chapter 11 Trustee of Work & Son, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Colliers Arnold, LLC, as real estate broker to the Trustee. The Trustee requires Colliers to market and sell the Debtor's real property known as 5827 14th Street, West Bradenton, FL. Colliers will be paid a commission of 4% on amounts up to and including $900,000 of confirmed and closed sales; and 7% on confirmed and closed sales in excess of $900,001. Colliers will also be reimbursed for reasonable out-of-pocket expenses incurred. Danny Rice, managing director of Colliers Arnold, LLC assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Colliers can be reached at: Danny Rice COLLIERS ARNOLD, LLC 255 South Orange Ave., Suite 1300 Orlando, FL 32801 Tel: (407) 362-6140 About Work & Son, Inc Wilson Metal Fabricators, Inc. -- http://www.wilsonmetalfab.com/-- owns a custom fabrication sheet metal shop specializing in curtain wall systems and job shop fabrication. It was established by owner Darold Wilson in 1997. Wilson Metal Fabricators sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-31452) on April 30, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Stacey G. Jernigan. Quilling, Selander, Lownds, Winslett & Moser, P.C., is the Debtor's counsel. YORK RISK: Moody's Affirms Caa1 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service has affirmed the Caa1 corporate family rating and Caa1-PD probability of default rating of York Risk Services Holding Corp. based on the company's progress in reducing its cost structure while achieving its sales targets. The rating agency also affirmed the company's senior secured first-lien credit facilities at B3 and its senior unsecured notes at Caa3, and assigned a B3 rating to its extended secured revolving credit facility. The outlook for York is stable. RATINGS RATIONALE According to Moody's, York's ratings reflect its expertise in integrated claims management and managed care services. The company ranks among the top five third-party claims administrators in the US, maintains a diversified, largely middle market and public entity client base and good geographic diversification. York also benefits from relatively high client switching costs, which support good customer retention. Offsetting these strengths are York's high financial leverage, low interest coverage and weak free cash flow. Over the past several years, York has taken significant steps to strengthen its revenues and profitability such as investing in sales, infrastructure, upgrading technology and re-engineering various processes. While these investments led to negative free cash flow for 2018, Moody's expects the company's cash flow to improve in 2019 and beyond. In late 2018, York extended the maturity of its revolver to 2021 from 2019, giving the company more leeway to complete its transformation over the next year. Moody's estimates that York's debt-to-EBITDA ratio was above 9x, with (EBITDA - capex) interest coverage of around 1x and a slightly negative free-cash-flow-to-debt ratio for the 12 months through March 2019. Such metrics are consistent with York's rating category. These metrics include Moody's adjustments for operating leases and certain non-recurring items. Moody's expects that these metrics will improve over the next several quarters as the company continues its process improvement and generates organic growth. Factors that could lead to a rating upgrade include: (i) successful management actions to restore EBITDA margins, (ii) debt-to-EBITDA ratio declining below 7.5x; (iii) (EBITDA - capex) coverage of interest exceeding 1.2x, (iv) free-cash-flow-to-debt ratio exceeding of 2%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 9x, (ii) (EBITDA - capex) coverage of interest below 1x, (iii) continued negative free cash flow, (iv) lack of progress in reducing financial leverage and improving EBITDA, which would increase refinancing risk as the first-lien term loan approaches its 2021 maturity. Moody's has affirmed the following ratings for York (with loss given default (LGD) assessments): Corporate family rating at Caa1; Probability of default rating at Caa1-PD; $8 million pro rata portion of senior secured first-lien revolving credit facility maturing in October 2019 at B3 (LGD3); $665 million ($630 million outstanding at March 31, 2019) senior secured first-lien term loan maturing in October 2021 at B3 (LGD3); $315 million senior unsecured notes maturing in October 2022 at Caa3 (LGD5). Moody's has also assigned the following rating: $87 million extended senior secured first-lien revolving credit facility maturing in July 2021 at B3 (LGD3). The outlook is stable. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. 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