/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190626.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 26, 2019, Vol. 23, No. 176 Headlines 53 STANHOPE: Seeks to Hire Backenroth Frankel as Legal Counsel 6 DEGREES CONSULTING: July 16 Plan Confirmation Hearing ABERCROMBIE & FITCH: S&P Affirms 'BB-' ICR; Outlook Stable AGILE THERAPEUTICS: FDA Schedules Meeting to Review Twirla NDA ALTA MESA: Moody's Lowers CFR to Ca, Outlook Negative APELLIS PHARMACEUTICALS: Morningside Has 19.3% Stake as of April 30 ARR INVESTMENTS: $1.2M Sale of Davie Property to BAA Approved ASCENA RETAIL: Moody's Lowers CFR to B3, Outlook Negative AVADEL SPECIALTY: Files Chapter 11 Plan of Liquidation AVON INTERNATIONAL: S&P Rates $350MM Senior Secured Notes 'BB-' BALLANTYNE BRANDS: July 22 Auction of Substantially All Assets Set BIOSTAGE INC: DST Capital Has 49.9% Stake as of April 24 BLESSED HOLDINGS: Unsecureds Creditors to Get 1% Under Plan BPC OF MEMPHIS: U.S. Trustee Unable to Appoint Committee BRISCO WHEEL: Taps H. Anthony Hervol as Legal Counsel BRISTOW GROUP: LNBYB, Polsinelli Represent Security Holders CARMEL MEDICAL: U.S. Trustee Unable to Appoint Committee CD MANAGEMENT: $210K Sale of Louisville Property Approved CELLECTAR BIOSCIENCES: Closes $10 Million in Financing CELLECTAR BIOSCIENCES: Registers 6M Shares for Possible Resale CLOUD WORK: U.S. Trustee Unable to Appoint Committee COCRYSTAL PHARMA: Frost Gamma Has 11.6% Stake as of May 9 CONCENTRA INC: S&P Alters Outlook to Stable, Affirms 'B+' ICR CONSOLIDATED CONTAINER: S&P Downgrades CCR to 'B+'; Outlook Stable CORONADO GROUP: S&P Raises Long-Term Issuer Credit Rating to 'B+' COVENANT SURGICAL: S&P Keeps Ratings on Term Loans Unchanged CPG INTERMEDIATE: S&P Affirms B ICR on Refinancing; Outlook Stable DDC GROUP: YesLender to Get $40,000 in Monthly Payments DRIVETIME AUTO: Moody's Affirms B3 CFR & Alters Outlook to Stable DURR MECHANICAL: $29K Sale of Four Vehicles to MAC Approved EDEN HOME: PCO Files 8th Report ESCUE WOOD: U.S. Trustee Unable to Appoint Committee EXCO RESOURCES: 1.5 Lien Claims Holder to Get 61% of Common Stock FORESIGHT ENERGY: S&P Lowers ICR to 'CCC+' on Debt Restructuring FRONTIER COMMUNICATIONS: S&P Lowers ICR to 'CCC'; Outlook Negative GC EOS: S&P Alters Outlook to Negative on Weaker Credit Metrics GETCHELL AGENCY: Estimated Funds at Plan Distribution Total $3.26MM GREGORY TE VELDE: Trustee's $100K Sale of Haywagon Approved GREGORY TE VELDE: Trustee's Auction of Classic Cars Approved HERMAN TALMADGE: Trustee's $135K Sale of Hwy 138 Tract Approved HERMAN TALMADGE: Trustee's Auction of 121-Acre Henry Tract Approved HOOD LANDSCAPING: Seeks to Hire Kelley Lovett as Legal Counsel HOOVER GROUP: S&P Downgrades ICR to 'CCC' on Near-Term Maturities INSYS THERAPEUTICS: U.S. Trustee Forms 9-Member Committee INTERNAP CORP: S&P Cuts ICR to 'B-' on Weak Operating Performance KENMETAL LLC: PCO Files 2nd Report KHRL GROUP: Unsecured Creditors to Get 75% in Quarterly Payments KINGDOM FELLOWSHIP: Unsecured Creditors to Recoup 18% Under Plan LEGACY JH762: Hires David Merrill of The Associates as Attorney MACOM TECHNOLOGY: Moody's Lowers CFR to B3, Outlook Stable MAYFLOWER COMMUNITIES: PCO Files 2nd Report NATURE'S SECOND: Sale of Equipment to Joey Martin Approved NEW ACADEMY: S&P Raises ICR to CCC+' Following Distressed Exchange NORTHBELT LLC: Modifies Treatment of Wilmington's Secured Claim NUSTAR ENERGY: Fitch Affirms BB LT IDR & Alters Outlook to Stable OFFICE BARGAIN: 95 Showroom Objects to Disclosure Statement OFFICE BARGAIN: SVF Transal Park Objects to Disclosure Statement PARKLAND FUEL: Fitch Assigns BB LongTerm IDR, Outlook Stable PAYAM NAWAB: $170K Sale of Rockville Condo Unit 108 Approved PIKE CORP: Moody's Affirms B2 Corp Family Rating, Outlook Stable PLAINVILLE LIVESTOCK: Trustee's Auction of Plainville Assets OK'd RB SMITH LAND: $1.3M Sale of Dawson Property to Fortune Approved RIVOLI & RIVOLI: Case Summary & 20 Largest Unsecured Creditors SARU CONTRACTING: Seeks to Hire Yitzhak Law Group as Legal Counsel SECURED CAPITAL: Seeks to Hire Buss-Shelger Associates as Appraiser SECURED CAPITAL: Seeks to Hire Ronald Richards as Special Counsel SENIOR NH: PCO Files 2nd Report SOUTH TEXAS INNOVATIONS: To Surrender Equipment to Woodforest ST. JOSEPH ENERGY: S&P Affirms 'BB-' Ratings on Sr. Sec Facilities SUPER QUALITY: Objects to 11 Broadway's Priority Wage Claim SUPERIOR PLUS: S&P Alters Outlook to Stable, Affirms 'BB' ICR SUSAN HENTSCHEL: $1.3M Wainscott Property Sale to Dinstein Approved SWAIN HOLDING: Seeks to Hire Craig M. Geno as Counsel TAILORED BRANDS: S&P Alters Outlook to Negative, Affirms 'B+' ICR TENEO GLOBAL: S&P Assigns 'B' ICR on Debt Recapitalization TRAILSIDE LODGING: Litigation Proceeds, Income to Fund Plan TRULY FIT: Seeks to Hire Buddy D. Ford as Legal Counsel TURBOCOMBUSTOR TECHNOLOGY: Moody's Hikes CFR to B3 U.S. SILICA: S&P Lowers Issuer Credit Rating to 'B'; Outlook Neg. ULTRA PETROLEUM: Further Extends Exchange Offer Deadlines UNITI GROUP: Plans to Offer $300 Million Exchangeable Notes VITARGO GLOBAL: Trustee's Sale of Insider Litigation Rights Okayed WILLIAM ABRAHAM: Trustee's $431K Sale of El Paso Property WOMAN'S CLUB: Seeks to Hire Hinds & Shankman as Special Counsel YLPF HASBROUCK: Seeks to Hire Genova & Malin as Legal Counsel YUMA ENERGY: Will Effect 1-for-15 Reverse Stock Split ZACKY & SONS: Stockton Property Sale Hearing Continued to Aug. 21 ********* 53 STANHOPE: Seeks to Hire Backenroth Frankel as Legal Counsel -------------------------------------------------------------- 53 Stanhope LLC and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Backenroth Frankel & Krinsky, LLP as its legal counsel. The professional services Backenroth will be required to render are: a. advise the Debtors of their powers and duties in the continued operation of their business and management of their property; b. assist in the formulation and negotiation of a plan of reorganization with creditors; and c. provide other legal services, including the institution of actions against third parties, objections to claims, and the defense of actions which may be brought by third parties against the Debtors. The firm's hourly rates are: Paralegal time $125 Scott A. Krinsky $585 Mark A. Frankel $615 Abraham J. Backenroth $650 The firm received $6,750 from each Debtor (except 167 Hart LLC) as retainer. 167 Hart paid the firm a $7,283 initial retainer. Mark Frankel, Esq., a member of Backenroth, disclosed in court filings that he and his firm are disinterested within the meaning of Section 101(14) of the Bankruptcy Code and have no interest adverse to the Debtors' estates. The firm can be reached at: Mark A. Frankel, Esq. Backenroth Frankel & Krinsky, LLP 800 Third Avenue, 11th Floor New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 Email: mfrankel@bfklaw.com About 53 Stanhope LLC 53 Stanhope LLC and 17 affiliates are primarily engaged in renting and leasing real estate properties. Each of the Debtors is an affiliate of 73 Empire Developement LLC, which sought bankruptcy protection on Feb. 21, 2019 (Bankr. S.D.N.Y. Case No. 19-22285). 53 Stanhope LLC and its affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23013) on May 20, 2019. The petitions were signed by David Goldwasser, authorized signatory of GC Realty Advisors. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, represents the Debtors as counsel. The Debtors' estimated assets and liabilities are as follows: Estimated Estimated Assets Liabilities ------------------ ------------------- 53 Stanhope $500,000 to $1-mil. $100,000 to $500,000 55 Stanhope $1 mil. to $10 mil. $1 mil. to $10 mil. 119 Rogers $1 mil. to $10 mil. $1 mil. to $10 mil. 127 Rogers $1 mil. to $10 mil. $1 mil. to $10 mil. 325 Franklin $1 mil. to $10 mil. $1 mil. to $10 mil. 618 Lafayette - - C & YSW $1 mil. to $10 mil. $10 mil. to $50 mil. Eighteen Homes $1 mil. to $10 mil. $100,000 to $500,000 Natzliach $1 mil. to $10 mil. $1 mil. to $10 mil. 92 South 4th St $1 mil. to $10 mil. $1 mil. to $10 mil. 834 Metropolitan Ave $1 mil. to $10 mil. $1 mil. to $10 mil. 1125-1133 Greene Ave $1 mil. to $10 mil. $1 mil. to $10 mil. APC Holding 1 $1 mil. to $10 mil. $1 mil. to $10 mil. D & W Real Estate $10 mil. to $50 mil. $10 mil. to $50 mil. Meserole and Lorimer $1 mil. to $10 mil. $10 mil. to $50 mil. 106 Kingston $1 mil. to $10 mil. $1 mil. to $10 mil. 1213 Jefferson $500,000 to $1 mil. $1 mil. to $10 mil. 6 DEGREES CONSULTING: July 16 Plan Confirmation Hearing -------------------------------------------------------- The disclosure statement explaining the Chapter 11 Plan of 6 Degrees Consulting, Inc., is conditionally approved. July 16, 2019 at 10:00 AM in Courtroom D, 54th Floor, U.S. Steel Building, 600 Grant Street, Pittsburgh, Pennsylvania, 15219 is the date and time fixed for final hearing on the disclosure statement and confirmation of the plan. July 9, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and/or to confirmation of the plan. About 6 Degrees Consulting 6 Degrees Consulting Inc. is a minority owned subcontractor and supplier of construction services and materials for commercial construction and heavy highway. 6 Degrees Consulting filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 18-23270) on Aug. 16, 2018, estimating under $1 million in assets and liabilities. The Debtor is represented by Francis E. Corbett, Esq. ABERCROMBIE & FITCH: S&P Affirms 'BB-' ICR; Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Ohio-based specialty retailer Abercrombie & Fitch Co. (ANF), its 'BB+' issue-level rating on the company's $400 million ABL facility due in 2022, and its 'BB' issue-level rating on the term loan due in Aug. 2021. The '1' and '2' recovery ratings, respectively, are unchanged. S&P's rating affirmation on ANF reflects its expectation that operating performance is now stable and will continue to exhibit incremental growth over the next 12 months, driven by good performance at Hollister and improvement at ANF. It also believes that the company will continue to maintain a large cash balance exceeding its balance sheet debt. The stable outlook reflects S&P's expectations for operating performance to continue improving modestly as Hollister further leverages its successful loyalty program and on-point merchandising, and Abercrombie gains additional traction in its brand repositioning efforts. The rating agency forecasts debt to EBITDA will be in the mid-2x area and funds from operations to total debt at about 30% at year-end 2019. S&P said it could lower the rating in the next year if the company's debt to EBITDA weakens to above 3x on a sustained basis. "This could happen if the company fails to reposition the Abercrombie & Fitch brand, or if there is a significant reversal of operating trends at Hollister due to merchandise missteps or lower consumer spending, causing more promotional activities that significantly hurt sales and profitability," S&P said. Under this scenario, sales would decline in the high-single-digit percent area in 2019 (compared with S&P's forecast of a low-single-digit growth), and gross margin contracts 125 basis points below its base-case forecast. "We could raise the rating if the company's operating prospects and competitive standing improves enough to approach its larger and more established competitors. This could happen if ANF extends recent positive performance trends at the Abercrombie & Fitch brand while maintaining solid performance at Hollister, demonstrating a track record of consistent positive operating performance with limited volatility," S&P said, adding that this would improve traffic trends and decrease promotional activity, resulting in an adjusted EBITDA margin approaching 20%. Under this scenario, S&P would also expect the company to maintain debt to EBITDA below 3x and a financial policy supporting credit metrics at this level. AGILE THERAPEUTICS: FDA Schedules Meeting to Review Twirla NDA -------------------------------------------------------------- A meeting of the Bone, Reproductive and Urologic Drugs Advisory Committee of the U.S. Food and Drug Administration (FDA) has been scheduled for Oct. 30, 2019, to review Agile Therapeutics, Inc.'s New Drug Application (NDA) for its lead product candidate, Twirla(AG200-15), an investigational low-dose combined hormonal contraceptive patch. Agile resubmitted the NDA for Twirla (AG200-15) on May 16, 2019, and the FDA has assigned a PDUFA (Prescription Drug User Fee Act) goal date of Nov. 16, 2019, for the completion of its review of the Twirla (AG200-15) NDA. "We look forward to the October 30, 2019, meeting with the Advisory Committee, as well as to continuing our dialogue with the FDA about Twirla and the important data, which we believe supports its approval," said Al Altomari, chairman and chief executive officer of Agile. "This is another key step towards providing an important contraceptive option for women today." About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com/-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. The Company plans to resubmit its new drug application, or NDA, for Twirla to the U.S. Food and Drug Administration, or FDA, and seek FDA approval of the NDA in 2019. Agile Therapeutics reported a net loss of $19.77 million for the year ended Dec. 31, 2018, compared to a net loss of $28.30 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $26.13 million in total assets, $1.34 million in total current liabilities, $128,000 in long term lease liability, and $24.66 million in total stockholders' equity. Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor since 2010, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations, has experienced delays in the approval of its product candidate and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ALTA MESA: Moody's Lowers CFR to Ca, Outlook Negative ----------------------------------------------------- Moody's Investors Service downgraded Alta Mesa Holdings, LP's Corporate Family Rating to Ca from Caa1, Probability of Default Rating to Ca-PD from Caa1-PD, and senior unsecured notes to Ca from Caa2. The SGL-4 Speculative Grade Liquidity Rating was affirmed reflecting weak liquidity. The rating outlook remains negative. "These rating actions reflect the high likelihood of a potential debt restructuring in the near term," said Sajjad Alam, Moody's Senior Analyst. "The company has very limited liquidity cushion and is facing a potential financial covenant breach as early as June 30, 2019." Ratings Downgraded: Issuer: Alta Mesa Holdings, LP Corporate Family Rating, Downgraded to Ca from Caa1 Probability of Default Rating, Upgraded to Ca-PD from Caa1-PD $500 million Senior Unsecured Notes due 2024, Downgraded to Ca (LGD5) from Caa2 (LGD5) Ratings Affirmed: Issuer: Alta Mesa Holdings, LP Speculative Grade Liquidity Rating, Affirmed SGL-4 Outlook action: Issuer: Alta Mesa Holdings, LP Maintain Negative RATINGS RATIONALE The Ca CFR reflects Alta Mesa's unsustainable capital structure relative to its earnings potential, high restructuring risks based on its depressed debt and equity valuation as well as its weak liquidity position that resulted from heavy prior outspending. The company will generate negative free cash flow in 2019 despite dramatically cutting its drilling and completion activity. Alta Mesa has engaged financial advisors to assist in evaluating financial alternatives that could lead to a potential distressed debt exchange and significant principal losses for bondholders. Alta Mesa's delayed 10-K and 10-Q filings, and determination of ineffectiveness of internal controls over financial reporting also raises concerns around governance and accounting practices. Alta Mesa has weak liquidity, which is reflected in the SGL-4 rating. The company had only $94 million of cash and no availability under its reduced $370 million borrowing base revolving credit facility as of May 31, 2019. Additionally, Alta Mesa will likely fail the quarterly leverage covenant test under its credit agreement if unable to obtain a waiver or amendment from its lenders in the coming months. The revolver matures on February 9, 2023, and although the next borrowing base redetermination is in October 2019, banks have the option to do a redetermination before then. Any cuts in the borrowing base would require Alta Mesa to repay the excess borrowing amount over the next five months. The terms of the facility include standard representations and affirmative and negative covenants, including a material adverse change clause, that the company will need to continue to satisfy to maintain access to the funding. Alta Mesa's $500 million notes are rated Ca, the same level as the Ca CFR, based on Moody's recovery estimates of 35%-65%, in the event of default. Alta Mesa's secured revolving credit facility has a priority claim over substantially all of the company's oil and natural gas assets. The negative outlook reflects the high likelihood of a distressed exchange or default. The PDR could be downgraded if an event of default occurs, including a covenant breach, a distressed debt exchange, the non-payment of interest, or a filing under Chapter 7 or Chapter 11 of the US Bankruptcy Act. The ratings are unlikely to be upgraded absent significant debt reduction and improvement in liquidity condition. Alta Mesa Holdings, LP is an exploration and production company and subsidiary of Alta Mesa Resource, Inc., a Houston, Texas based public company. APELLIS PHARMACEUTICALS: Morningside Has 19.3% Stake as of April 30 ------------------------------------------------------------------- Morningside Venture Investments Ltd, Frances Anne Elizabeth Richard, Raymond Long Sing Tang, Jill Marie Franklin, and Peter Stuart Allenby Edwards disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of April 30, 2019, they beneficially own 12,015,802 ordinary shares of Apellis Pharmaceuticals, Inc., representing 19.3 percent based upon 62,232,476 shares of Common Stock outstanding as of April 30, 2019, as reported in the Issuer's Form 10-Q filed with the SEC on May 7, 2019. A full-text copy of the regulatory filing is available for free at https://is.gd/phRVLO About Apellis Headquartered in Crestwood, Kentucky, Apellis Pharmaceuticals, Inc., is a clinical-stage biopharmaceutical company focused on the development of novel therapeutic compounds for the treatment of a broad range of life-threatening or debilitating autoimmune diseases based upon complement immunotherapy through the inhibition of the complement system at the level of C3. Apellis is the first company to advance chronic therapy with a C3 inhibitor into clinical trials. Apellis incurred net losses of $127.50 million in 2018, $51 million in 2017, and $27.12 million in 2016. As of March 31, 2019, the Company had $318.35 million in total assets, $93.59 million in total liabilities, and $224.75 million in total stockholders' equity. The report of Ernst & Young, LLP on the Company's financial statements as of and for the fiscal year ended Dec. 31, 2018 includes an explanatory paragraph stating that the Company has recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ARR INVESTMENTS: $1.2M Sale of Davie Property to BAA Approved ------------------------------------------------------------- Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized ARR Investments, Inc.'s sale of the real property located at 3351 N. University Drive, Davie, Florida to BAA, LLC, for $1.2 million. A hearing on the Motion was held on June 6, 2019. The sale is free and clear of all liens, claims, and encumbrances. At the closing of the sale of the Property, the closing agent will pay the IRS $251,000 of the proceeds in satisfaction of any liens it may assert on the Property. At the closing of the sale of the Property, the closing agent will pay $150,000 to Centennial Bank to be held in escrow for the benefit of the Debtors. The Escrowed Funds will remain subject to Centennial's lien and will be used by ARR Investments, Inc. for roof and other repairs to Centennial's remaining collateral. At the closing of the sale of the Property, the closing agent will pay Centennial Bank the balance of any proceeds of at least $700,000. Other than the Escrowed Funds, the Debtors will not retain any right in the proceeds and any excess proceeds will be paid to Centennial Bank and credited to its allowed secured claim. Within 10 days of the closing on the sale of the Property, the Debtors will file a true and correct copy of the closing statement from the sale. Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Order will not be stayed for 14 days and the Debtors and the Buyer may close upon entry of the Order. About ARR Investments ARR Investments, Inc., and its subsidiaries -- http://www.arr-learningcenters.com/-- offer learning centers for infants, toddlers, preschoolers and Voluntary Pre-Kindergarten in Orlando, Florida. The Learning Centers provide computer labs; dance, yoga, music classes; aerobics; foreign language instruction; before/after school transportation; certified lifeguard and safety instructor for swim lessons and play; and mini-camp breaks and summer camp. ARR Investments and three of its subsidiaries filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 19-01494) on March 8, 2019. The petitions were signed by Alejandrino Rodriguez, president. At the time of filing, the Debtors estimated under $10 million in both assets and liabilities. Jimmy D. Parrish, Esq., at Baker & Hostetler LLP, serves as the Debtors' counsel. ASCENA RETAIL: Moody's Lowers CFR to B3, Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Ascena Retail Group, Inc.'s Corporate Family Rating to B3 from B1, Probability of Default Rating to B3-PD from B1-PD and senior secured term loan rating to B3 from B1. The Speculative Grade Liquidity Rating was affirmed at SGL-2. The outlook was changed to negative from stable. The CFR, PDR and term loan ratings downgrades reflect Moody's expectations for significantly weaker than previously anticipated earnings in fiscal years 2019 and 2020 and negative free cash flow generation after charges related to the dressbarn wind down and other restructuring. This will diminish Ascena's ability to deploy cash (including maurices sale proceeds) for debt reduction over the next 12-18 months. Although Moody's expects significant earnings recovery in fiscal 2020 as the company anniversaries the Premium and Kids clearance, the improvement may not be sufficient to start positioning Ascena for a timely and economical refinancing of its sizeable term loan due August 2022. The SGL affirmation reflects Moody's expectations for good liquidity over the next 12-18 months, including high cash balances that Moody's expects will mitigate negative free cash flow driven by the dressbarn wind down and restructuring charges. Liquidity is also supported by full revolver availability and lack of debt maturities until the 2022 term loan due date. The negative outlook reflects the risk that if earnings do not recover materially and on a sustained basis starting in fiscal 2020, Ascena's capital structure could become untenable. Moody's took the following rating actions for Ascena Retail Group, Inc.: Corporate Family Rating, downgraded to B3 from B1 Probability of Default Rating, downgraded to B3-PD from B1-PD Speculative Grade Liquidity Rating, affirmed SGL-2 $1.8 billion ($1.372 billion outstanding) senior secured first lien term loan B due 2022, downgraded to B3 (LGD3) from B1 (LGD3) Outlook, changed to Negative from Stable RATINGS RATIONALE Ascena's B3 CFR is constrained by the company's high debt levels, low interest coverage, and declining earnings trends, which unless reversed could render the capital structure unsustainable. The company's earnings declines have been driven by persistent execution missteps and the challenges of offsetting competitive pressure and the cost of omni-channel transition for a portfolio of primarily mature, mid-priced brands. Pro-forma for the Value segment exit and assuming no debt reduction, Moody's expects that lease-adjusted debt/EBITDA will be at 5.4 times and (EBITDA-Capex)/interest expense will be at 0.8 times at fiscal year-end 2019. Moody's expects that absent debt reduction, even with material EBITDA recovery in FY 2020 from the over 40% declines in FY 2019 (on a pro-forma basis), (EBITDA-Capex)/interest expense will improve to 1.1-1.2 times but remain weak. At the same time, the rating reflects the company's good liquidity over the next 12-18 months, as well as its scale and portfolio of well-known women's apparel brands. The ratings could be downgraded if Moody's comes to expect that earnings will not recover significantly by fiscal year-end 2020. The ratings could also be downgraded if financial policies become more aggressive, or if liquidity deteriorates for any reason including weaker than expected free cash flow generation and lower revolver availability. The ratings could be upgraded if revenue and earnings return to sustained growth and the company reduces its outstanding debt. Quantitatively, the ratings could be upgraded with expectations that Moody's-adjusted debt/EBITDA will be maintained below 4.5 times and (EBITDA-CapEx)/interest expense above 1.5 times. An upgrade would also require conservative financial policies and continued good liquidity. Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc. operates close to 2,900 women's specialty retail stores throughout the United States, Canada and Puerto Rico under the brands LOFT, Ann Taylor, Justice, Lane Bryant, and Catherines (pro-forma for the exit of maurices and dressbarn). Pro-forma revenue for the last twelve months ending May 4, 2019 was approximately $4.8 billion. AVADEL SPECIALTY: Files Chapter 11 Plan of Liquidation ------------------------------------------------------ Avadel Specialty Pharmaceuticals, LLC, filed a proposed combined Chapter 11 plan of liquidation and accompanying disclosure statement. The Debtor sought to sell its assets pursuant to section 363 of the Bankruptcy Code in a flexible manner allowing for proposals for a sale of all or any combination of its assets, including, but not limited to, a sale (i) of all or substantially all assets, (ii) of the new drug application for NOCTIVA(TM) and all inventory, (iii) for only the new drug application for NOCTIVA(TM), or (iv) for only the NOCTIVA(TM) inventory. Ferring Pharmaceuticals, Inc., Ferring B.V., and Ferring International Center S.A., which has been engaged in the business of researching, developing and commercializing desmopressin drugs since the 1970s, launched, in November 2018, the sale of NOCDURNA(R), an FDA-approved orodispersible tablet used to treat nocturia due to nocturnal polyuria in adults. The active ingredient in both NOCDURNA(R) and NOCTIVA(TM) is desmopressin. On April 28, 2017, Ferring commenced an action in the United States District Court for the District of Delaware against non-debtors Serenity, Reprise Biopharmaceutics, LLC, and Allergan, Inc., seeking a declaratory judgment of patent invalidity, unenforceability and non-infringement with respect to certain patents. Following the entry of the Sale Order, the Debtor and Ferring reached an agreement in principle to resolve the Stay Relief Motion. The terms of the Ferring Settlement were read into the record of an omnibus hearing held before the Bankruptcy Court on May 14, 2019. Under the Ferring Settlement: (i) The Debtor agrees to file a plan of liquidation on or before June 10, 2019, that provides for the rejection of the License Agreement with Serenity; (ii) The Debtor agrees not to pursue any claims against Ferring in connection with the District Court Litigation; (iii) The Debtor agrees to include in its plan of liquidation a release of its claims against Ferring in connection with the District Court Litigation; (iv) The Debtor agrees to dismiss, with prejudice, its claims (including, but not limited to, its counterclaims) against Ferring in the District Court Litigation; and (v) Ferring agrees to promptly dismiss, with prejudice, any and all claims (including, but not limited to, its counterclaims in reply) against the Debtor in connection with the District Court Litigation, with such dismissal to be effective concurrent with the effective date of the Debtor's dismissal of its claims against Ferring in the District Court Litigation. Class 4 - General Unsecured Claims are impaired. General Unsecured Claims against the Debtor and pursuant, to the Final DIP Order, the DIP Obligations. Each holder of an Allowed Class 4 Claim will receive its Pro Rata Share of the Net Distributable Assets. Class 5 - Subordinated Claims are impaired. Subordinated Claims against the Debtor. Holders of Subordinated Claims will receive no Distribution on account of such Claims. Class 6 - Interests in Avadel Specialty Pharmaceuticals, LLC are impaired. Class 6 comprises all Interests in the Debtor. On the Effective Date all Interests in the Debtor will be cancelled, and holders of such Interests shall receive no Distribution on account of such Interests. All Plan Expenses shall be paid from the Estate's Assets, and the Plan Administrator may, in the ordinary course of business and without the necessity for any application to, or approval of, the Bankruptcy Court, pay any accrued but unpaid Plan Expenses. A full-text copy of the Proposed Combined Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y224pkso from PacerMonitor.com at no charge. Counsel for the Debtor is Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington, Delaware; Sara Hoffman, Esq., in New York; and Paul J. Keenan Jr., Esq., John R. Dodd, Esq., Reginald Sainvil, Esq., at Greenberg Traurig, P.A., in Miami, Florida. About Avadel Specialty Pharmaceuticals Avadel Specialty Pharmaceuticals, LLC, is a pharmaceutical company whose sole commercial product is the FDA-approved NOCTIVA(TM). NOCTIVA(TM) is a prescription medicine nasal (nose) spray used in adults who wake up two or more times during the night to urinate due to a condition called nocturnal polyuria. The company is a special purpose entity and wholly owned subsidiary of Dublin, Ireland-based Avadel Pharmaceuticals plc (Nasdaq: AVDL). Avadel Specialty Pharmaceuticals sought Chapter 11 relief (Bankr. D. Del. Case No. 19-10248) on Feb. 6, 2019. The Debtor disclosed total assets of $79.67 million and liabilities of $167.39 million as of Dec. 31, 2018. The Hon. Christopher S. Sontchi is the case judge. The Debtor tapped Greenberg Traurig, LLP as counsel; MCA Financial Group, Ltd., as investment banker; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. AVON INTERNATIONAL: S&P Rates $350MM Senior Secured Notes 'BB-' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Avon International Capital PLC's proposed $350 million senior secured notes due 2022 and placed the issue-level rating on CreditWatch with developing implications. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default. The rating agency expects that the company will use the proceeds from these notes to purchase and redeem its outstanding 4.6% senior notes due March 2020 through a tender offer. The notes are secured obligations that rank pari passu with Avon International Capital PLC's EUR200 million revolving credit facility due 2022 and Avon International Operations Inc.'s $500 million senior secured notes due August 2022. In addition to the these debt instruments, Avon's capital structure also includes two tranches of unsecured notes due in 2023 and 2043. At the same time, S&P revised its CreditWatch on all of the company's existing debt tranches to developing from positive because of the uncertain guarantee structure following the merger between Avon Products Inc. and Natura Cosmeticos S.A. "It is our understanding that Natura will not guarantee any of Avon's debt obligations prior to closure of the merger. However, we are uncertain about the post-merger capital structure of the combined company, and whether Avon would provide any upstream guarantees to Natura which could negatively affect our issue-level and recovery ratings on its outstanding debt," S&P said. All of S&P's other ratings on Avon remain unchanged. S&P's 'B' issuer credit rating on Avon remains on CreditWatch, where the rating agency placed it with positive implications on March 25, 2019, following the company's announcement that it was in discussions with Natura for a possible merger. S&P said it could either raise or affirm its ratings on Avon after it completes its review. The outcome will likely depend on S&P's post-transaction issuer credit rating on Natura and the level of support that the company will provide to Avon. S&P will resolve the CreditWatch placements on its issuer credit rating and issue-level ratings when the merger has been completed. Ratings List Avon Products Inc. Issue Credit Rating B/Watch Pos/-- Ratings Affirmed; CreditWatch Action; Recovery Ratings Unchanged To From Avon International Capital p.l.c Senior Secured BB-/Watch Dev BB-/Watch Pos Recovery Rating 1(95%) 1(95%) Avon International Operations Inc. Senior Secured BB-/Watch Dev BB-/Watch Pos Recovery Rating 1(95%) 1(95%) Ratings Affirmed; CreditWatch Action; Recovery Expectations Revised Avon Products Inc. Senior Unsecured B/Watch Dev B/Watch Pos Recovery Rating 4(35%) 4(40%) New Rating Avon International Capital p.l.c Senior Secured US$350 mil nts due 08/15/2022 BB-/Watch Dev Recovery Rating 1(95%) BALLANTYNE BRANDS: July 22 Auction of Substantially All Assets Set ------------------------------------------------------------------ Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina authorized the revised sale procedures of Delaware-based Ballantyne Brands, LLC and North Carolina-based Ballantyne Brands, LLC, in connection with the sale of substantially all their assets at auction. The Debtors' assets consist of receivables, inventory, furniture, fixtures, machinery, equipment, and intellectual property (both owned and licensed). The Sale Notice is approved. As contemplated in the Motion, a copy of the Sale Notice will be served by the Debtors as soon as practicable after its entry and at least 21 days prior to the Sale Hearing upon all Sale Notice Parties. Service of the same may be made by such methods as are reasonably calculated to provide actual notice of the Bidding Procedures and the Auction. The Court will hold a hearing on the cure amount due should the Debtors propose to assume and assign the Licensing Agreements to a third party, whether the Debtors are obligated to use funds escrowed post-petition for Fontem's benefit to pay their obligations under the Licensing Agreements relating to the post-petition period, and the degree to which funds retained by the Debtors at the time of such a sale are cash collateral of DSC, on July 2, 2019, beginning at 9:30 a.m. No further notice of such hearing will be given. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 17, 2019 at 12:00 p.m. (EST) b. Initial Bid: The price at which such bidder offers to purchase the Sale Assets c. Deposit: 10% of Initial Bid d. Auction: In the event that the Debtors timely receive conforming bids from prospective purchasers, then the Debtors will conduct an open auction with respect to the sale of the Assets on July 22, 2019 beginning at 10:00 a.m. (EST), at the offices of the Debtors' counsel, Moon Wright & Houston PLLC, located at 121 West Trade Street, Suite 1950, Charlotte, North Carolina. e. Bid Increments: $50,000 f. Sale Hearing: Aug. 5, 2019 at 9:30 a.m. (EST) g. Sale Objection Deadline: July 25, 2019 at 5:00 p.m. (EST) h. Closing: Seven calendar days following entry of the Sale Order A copy of the Bidding Procedures and Sale Notice attached to the Order is available for free at: http://bankrupt.com/misc/Ballantyne_Brands_111_Order.pdf About Ballantyne Brands Ballantyne Brands -- https://www.misticecigs.com/ -- manufactures electronic cigarette under the brand Mistic. Ballantyne Brands LLC, a Delaware limited liability company, and Ballantyne Brands LLC, a North Carolina limited liability company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 19-30083 and 19-30084) on Jan. 18, 2019. At the time of the filing, Ballantyne Brands disclosed $189,222 in assets and $16,613,740 in liabilities. Meanwhile, the company's North Carolina affiliate reported zero assets and liabilities of $1,586,511. The cases are assigned to Judge Craig J. Whitley. Moon Wright & Houston, PLLC is the Debtors' legal counsel. BIOSTAGE INC: DST Capital Has 49.9% Stake as of April 24 -------------------------------------------------------- DST Capital LLC disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of April 24, 2019, it beneficially owns 3,000,000 shares of common stock and 1,840,000 shares of common stock issuable upon exercise of warrants of Biostage, Inc., constituting 49.99 percent of the shares outstanding. Bin Zhao, owner of DST Capital, LLC, also reported beneficial ownership of 3,030,722 shares of common stock and 1,840,000 shares of common stock issuable upon exercise of warrants of the Company. This Amendment No. 3 was filed to update the percentage of Common Stock of the Issuer beneficially owned by DST Capital LLC as a result of the exercise of warrants to purchase Common Stock of the Issuer and disclaim and evidence the termination of any joint filing arrangement or agreement with respect to the reporting persons included in the Original Schedule 13D, other than Bin Zhao. No such arrangement or agreement exists and each such reporting person, other than Bin Zhao, will be individually responsible for its respective filing obligations. On April 24, 2019, DST Capital LLC elected to exercise warrants to purchase 250,000 shares of Common Stock. On May 3, 2019, DST Capital LLC elected to exercise warrants to purchase 250,000 shares of Common Stock. A full-text copy of the regulatory filing is available for free at: https://is.gd/jCkQfA About Biostage Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company developing bio-engineered organ implants based on the Company's new Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage repored a net loss of $7.52 million for the year ended Dec. 31, 2018, compared to a net loss of $11.91 million for the year ended Dec. 31, 2017. As of March 31, 2019, Biostage had $2.33 million in total assets, $1 million in total liabilities, and $1.33 million in total stockholders' equity. In its report dated March 29, 2019, RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued an opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2018, expressing substantial doubt about the Company's ability to continue as a going concern. The auditor stated that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. BLESSED HOLDINGS: Unsecureds Creditors to Get 1% Under Plan ----------------------------------------------------------- Blessed Holdings Trust, Corp., filed a Chapter 11 Plan of Reorganization and accompanying Disclosure Statement. Class 5 General Unsecured Class are impaired. All unsecured creditors with validly filed unsecured claims shall receive 1% of their claim. Class 1 Allowed Secured Claim of 1Sharpe Income Fund are impaired. Upon closing of this transaction, 1Sharpe Income Fund, L.P. shall have no claim against the estate as it relates to this secured claim. The Debtor shall pay the Creditor direct and outside the plan. The Debtor shall make payments to the creditors through use of the income derived from its business as well as new value contributed by the principal. A full-text copy of the Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y44sgql6 from PacerMonitor.com at no charge. About Blessed Holdings Trust Corp. Blessed Holdings Trust Corp. is a corporation based in Hialeah, Florida. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Blessed Holdings Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25403) on December 11, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Jay A. Cristol. The Debtor tapped the Law Offices of Richard R. Robles, P.A. as its legal counsel. BPC OF MEMPHIS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of BPC of Memphis, LLC as of June 21, according to a court docket. About BPC of Memphis BPC of Memphis, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-24124) on May 29, 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 David S. Kennedy. Jones & Garrett Law Firm is the Debtor's legal counsel. BRISCO WHEEL: Taps H. Anthony Hervol as Legal Counsel ----------------------------------------------------- Brisco Wheel Repair, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of H. Anthony Hervol as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor of its rights, powers and duties under the Bankruptcy Code; (b) prepare all necessary statements, schedules and other legal documents, and negotiate and prepare a plan of reorganization for the Debtor; (c) represent the Debtor at hearings, meetings of creditors, conferences, trials and other proceedings in its bankruptcy case; (d) take necessary action to collect or recover property of the estate, and pursue or defend adversary proceedings; and (e) object to disputed claims. Hervol will be paid an hourly fee of $285 and a $5,000 retainer. The firm will also receive reimbursement for work-related expenses incurred. H. Anthony Hervol, Esq., a partner at the firm, disclosed in court filings that his 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. H. Anthony Hervol can be reached at: H. Anthony Hervol, Esq. Law Office of H. Anthony Hervol 4414 Centerview Road, Suite 200 San Antonio, TX 78238 Tel: (210) 522-9500 Fax: (210) 522-0205 E-mail: hervol@sbcglobal.net About Brisco Wheel Repair LLC Based in San Antonio, Texas, Brisco Wheel Repair, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 19-51399) on June 7, 2019, listing under $1 million in both assets and liabilities. The Law Office of H. Anthony Hervol represents the Debtor as counsel. The case is assigned to Judge Ronald B. King. BRISTOW GROUP: LNBYB, Polsinelli Represent Security Holders ----------------------------------------------------------- In the Chapter 11 cases of Bristow Group, Inc. et al., the law firm Polsinelli PC and Levene Neale Bender Yoo & Brill L.L.P filed an amended report pursuant to Rule 2019 to disclose that, as of June 19, 2019, the firm is representing these clients: (1) Global Value Investment Corp. 1500 W. Market St., Ste. 1500 Mequon, WI 53092 * 245,940 shares with the following acquired in past year: Q12018: Net buying of 1,565 shares; total trading of 1,995 shares Q22018: Net selling of 320 shares; total trading of 460 shares Q32018: Net buying of 2,410 shares; total trading of 2,410 shares Q42018: Net buying of 12,045 shares; total trading of 14,095 shares Q12019: Net selling of 430 shares; total trading of 430 shares (2) Inlet Securities, LLC 233 North Causeway, Suite B New Smyrna Beach, FL 3216 * 695,750 shares with the following acquired in past year: Q12018: Net buying/selling of 0 shares; total trading of 0 shares Q22018: Net buying/selling of 0 shares; total trading of 0 shares Q32018: Net buying/selling of 0 shares; total trading of 0 shares Q42018: Net buying of 260,720 shares; total trading of 260,720 shares Q12019: Net buying of 463,860 shares; total trading of 463,860 shares (3) Perry McKechnie 309-1095 Timberline Drive Fort McMurray AB, CAN T9K 1Y7 * 100,500 shares with the following acquired in past year: Q12018: Net buying/selling of 0 shares; total trading of 0 shares Q22018: Net buying/selling of 0 shares; total trading of 0 shares Q32018: Net buying/selling of 0 shares; total trading of 0 shares Q42018: Net buying of 4,500 shares; total trading of 4,500 shares Q12019: Net buying of 96,000 shares; total trading of 586,900 shares (4) Marko Maratovic 8120 155 Ave Edmonton AB, CAN T5Z 2S9 * 57,550 shares with the following acquired in past year: Q12018: Net buying/selling of 0 shares; total trading of 0 shares Q22018: Net buying/selling of 0 shares; total trading of 0 shares Q32018: Net buying/selling of 0 shares; total trading of 0 shares Q42018: Net buying/selling of 0 shares; total trading of 0 shares Q12019: Net buying of 57,550 shares; total trading of 206,454 shares (6) Morris LeBlanc 10 Katelynn Road Lutes Mountain NB CAN E1G 0P6 * 83,700 shares with the following acquired in past year: Q12018: Net buying/selling of 0 shares; total trading of 0 shares Q22018: Net buying/selling of 0 shares; total trading of 0 shares Q32018: Net buying/selling of 0 shares; total trading of 0 shares Q42018: Net buying of 6,000 shares; total trading of 6,000 shares Q12019: Net buying of 74,100 shares; total trading of 83,700 shares (7) Mackenzie Financial Corporation 180 Queen Street West Toronto ON CAN A6 M5V 3K1 * 7,042,231 shares with the following acquired in past year: Q12018: Net selling of 45,530 shares; total trading of 45,530 shares Q22018: Net buying of 663,728 shares; total trading of 663,728 shares Q32018: Net buying of 1,205,514 shares; total trading of 1,205,514 shares Q42018: Net buying of 3,703,375 shares; total trading of 3,703,375 shares Q12019: Net buying of 480,485 shares; total trading of 480,485 shares Counsel to the Ad Hoc Committee of Equity Security Holders can be reached at: POLSINELLI PC Trey A. Monsour, Esq. 1000 Louisiana Street Fifty-Third Floor Houston, TX 77002 E-mail: tmonsour@polsinelli.com - and - LEVENE NEALE BENDER YOO & BRILL L.L.P. David B. Golubchik, Esq. Eve H. Karasik, Esq. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 E-mail: dbg@lnbyb.com ehk@lnbyb.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/BristowGroup_269_Rule2019.pdf About Bristow Group Bristow Group Inc. (OTC: BRSWQ) -- 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. CARMEL MEDICAL: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on June 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Carmel Medical Office Building, LLC. About Carmel Medical Office Building Carmel Medical Office Building, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a real property located at 10601 North Meridian Street Indianapolis, having a current value of $5.3 million (based on offer received in 2019). Carmel Medical Office Building, based in Carmel, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 19-03536) on May 15, 2019. In the petition signed by Zakir H. Khan, president, the Debtor disclosed $6,125,000 in assets and $6,667,625 in liabilities. The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq., a partner at Hester Baker Krebs LLC, is the Debtor's bankruptcy counsel. CD MANAGEMENT: $210K Sale of Louisville Property Approved --------------------------------------------------------- Judge Thomas H. Fulton of the U.S. Bankruptcy Court for the Western District of Kentucky authorized CD Management, LLC's sale of all of its assets, consisting of the real property located at 9811 Merioneth Drive, Louisville, Kentucky, to a newly formed entity to be formed by Tenant Louisville Academy of Barbering Co. for $210,000. The Sale will be concluded on July 16, 2019. The Sale is free and clear of all liens and encumbrances. The sum of $165,000 will be paid from the sale proceeds to Evansville Teachers Federal Credit Union as part of the sale closing or no later than 48 hours following the closing. The Credit Union shall, within 30 days following its receipt of such payment (i) release any mortgage affecting the Merioneth Drive Property; and (ii) file a Satisfaction of Judgment in the Jefferson Circuit Court, Division 11, Case No. 16-CI-401442. The sum of $10,917 will be paid from the sale proceeds to Investa Services, Inc. for payment of the 2014 and 2015 ad valorem tax certificates. All prior and current quarterly fees payable to the United States Trustee as of the Closing date will be paid from the proceeds of the sale. Any remaining proceeds following payment of the items set forth will be held by the counsel for the DIP until further notice. The Sale will occur, and title to the Merioneth Property, will be transferred and conveyed free and clear of all liens and encumbrances. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of the Order, and expressly directs entry of judgment as set forth. The Order will take immediate effect and the 14-day stay period provided by Bankruptcy Rules 6004(h) and 6006(d) will not apply so that the sale may close immediately. About CD Management CD Management, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-32078) on July 5, 2018. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. Judge Thomas H. Fulton oversees the case. McClain DeWees, PLLC, is the Debtor's legal counsel. CELLECTAR BIOSCIENCES: Closes $10 Million in Financing ------------------------------------------------------ Cellectar Biosciences, Inc. closed its previously announced financing for gross proceeds of $10 million. In a registered direct offering, Cellectar issued 1,982,000 shares of common stock at an offering price of $2.50 per share. In a concurrent private placement, Cellectar issued to the purchasers of the Company's common stock in the registered direct offering, Series F warrants to purchase an aggregate of 1,982,000 shares of common stock. The Series F warrants will be exercisable immediately, expire five years after the date of issuance, and have an exercise price of $2.40. In a separate concurrent private placement transaction, Cellectar sold 2,018,000 shares of common stock together with Series G warrants to purchase an aggregate of up to 2,018,000 shares of common stock. The shares of common stock and Series G warrants were priced at $2.50 per fixed combination. The warrants sold in the private placement will be exercisable immediately, expire five years after the date of issuance, and have an exercise price of $2.40. Roth Capital Partners served as sole placement agent for the transaction. After placement agent fees and estimated offering expenses payable by the company, the company expects to receive net proceeds of approximately $9.0 million. The Company intends to use the net proceeds from the offering for research and development, funding clinical studies, working capital and general corporate purposes. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. As of March 31, 2019, Cellectar had $12.54 million in total assets, $2.70 million in total liabilities, and $9.84 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CELLECTAR BIOSCIENCES: Registers 6M Shares for Possible Resale -------------------------------------------------------------- Cellectar Biosciences, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission to register a total of 6,018,000 shares of common stock. The Company is not selling any shares of its common stock under this prospectus and will not receive any proceeds from the sale of shares by the selling stockholders. This prospectus relates to the resale of up to 6,018,000 shares of its common stock including: * 2,018,000 shares of common stock; * 1,982,000 shares of common stock issuable upon the exercise of outstanding Series F warrants to purchase common stock; and * 2,018,000 shares of common stock issuable upon the exercise of outstanding Series G warrants to purchase common stock. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale of the shares. The Company will bear all costs, expenses and fees in connection with the registration of the shares. The selling stockholders may sell the shares of the Company's common stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. The Company's common stock is listed on the Nasdaq Capital Market under the symbol "CLRB". On May 30, 2019, the last reported sale price of the Company's common stock on the Nasdaq Capital Market was $2.31 per share. A full-text copy of the registration statement is available for free at: https://is.gd/dukOkt About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. As of March 31, 2019, Cellectar had $12.54 million in total assets, $2.70 million in total liabilities, and $9.84 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CLOUD WORK: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Cloud Work Consulting, LLC as of June 21, according to a court docket. About Cloud Work Consulting Cloud Work Consulting, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-03163) on May 17, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $500,000. The case has been assigned to Judge Randal S. Mashburn. Lefkovitz and Lefkovitz, PLLC is the Debtor's legal counsel. COCRYSTAL PHARMA: Frost Gamma Has 11.6% Stake as of May 9 --------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these persons and entities reported beneficial ownership of shares of common stock of Cocrystal Pharma, Inc. as of May 9, 2019: Shares Percent Beneficially of Reporting Persons Owned Class ----------------- ------------ -------- OPKO Health, Inc. 2,659,685 8.4% Phillip Frost, M.D. 3,666,931 11.6% Frost Gamma Investments Trust 3,666,931 11.6% Steven D. Rubin 35,114 0.1% The percentages are calculated based on 31,620,646 shares of the Common Stock outstanding as of March 29, 2019, as reported in the Annual Report. This Schedule 13D was filed to amend and restate (i) the Schedule 13D originally filed on Dec. 5, 2014 filed jointly by OPKO Health, Inc., Phillip Frost, M.D., Frost Gamma Investments Trust, and Steven D. Rubin and certain other persons, as amended with respect to Dr. Frost, FGIT, Mr. Rubin and certain other persons by Amendment No. 1 filed on June 19, 2018 and Amendment No 2. filed on March 19, 2019, and (ii) the Schedule 13G filed by OPKO on May 10, 2017 and amended on Feb. 2, 2018 and Feb. 14, 2019. This Schedule 13D was filed solely by the Reporting Persons and does not amend the Original Schedule 13D or any other amendments thereto with respect to any other persons that jointly filed the Original Schedule 13D with the Reporting Persons. A full-text copy of the regulatory filing is available for free at: https://is.gd/Tgl29J About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication machinery of hepatitis viruses, influenza viruses, and noroviruses. The company is headquartered in Tucker, Georgia. Cocrystal Pharma incurred a net loss of $49.05 million in 2018, following a net loss of $613,000 in 2017. As of March 31, 2019, Cocrystal Pharma had $76.29 million in total assets, $2.47 million in total liabilities, and $73.82 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations, negative cash flows from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CONCENTRA INC: S&P Alters Outlook to Stable, Affirms 'B+' ICR ------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on Concentra Inc. and revised its outlook to stable from negative. S&P's outlook revision reflects Concentra's improved credit measures and its expectation that the company will achieve and maintain leverage below 5x by the end of 2019 and generate discretionary cash flow of about $90 million per year. The rating agency believes the company will continue to grow its market leadership position in the occupational health market and achieve greater operating leverage to expand its margins, cash flow, and profitability. Concentra's significant presence across the country in 44 states provides a distinct competitive advantage as the company can offer contracts to large national employers to provide its occupational health services across the country. No competitor can provide a similar level of coverage across the country. The stable outlook reflects S&P's view that Concentra's growth rate, inclusive of small tuck-in acquisitions and de novos, will be slightly better than the industry average, with improving EBITDA margins and discretionary cash flow generation of about $90 million. "We could lower todrating on Concentra if we see meaningful risk that its leverage will remain materially above 5x for a sustained period or if discretionary cash flow erodes to about $50 million. This could happen if the company prioritizes acquisitions or other strategic priorities ahead of debt reduction," S&P said, adding that leverage could remain high because of heightened competition, operational disruptions, or weaker-than-expected performance and such a scenario could include material EBITDA margin contraction from the rating agency's base-case expectations. Also, because of Select's ownership of Concentra, S&P considers the credit profile of the combination in its rating of Concentra. Thus, if Select's performance weakens and S&P lowers the rating on Select, the rating agency could also downgrade Concentra. Such a scenario could include Select's EBITDA margins contracting by about 300 basis points, possibly stemming from weaker-than-expected patient volume, intensifying reimbursement pressure, and increased labor costs and other operating expenses or if Select were to allocate free cash flow primarily for shareholder returns, according to the rating agency. "Although unlikely in the near term, we could raise the rating if we gain confidence that both Concentra and the consolidated entity of Select and Concentra would maintain leverage below 4x on a sustained basis," S&P said. This could occur if the company's sales growth accelerates to a high-single-digit rate leading to improved operating leverage and material EBITDA margin expansion, according to the rating agency. CONSOLIDATED CONTAINER: S&P Downgrades CCR to 'B+'; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Consolidated Container Co. (CCC) to 'B+'. S&P assigned its 'B+' senior secured debt rating to the $250 million seven-year, incremental first-lien senior secured term loan, which the company issued primarily to fund the acquisition of Tri State Distribution, a manufacturer of packaging for the pharmaceutical industry. The recovery rating is '3', indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P also lowered the issue-level rating on the company's existing first-lien term loan to 'B+' from 'BB-'. The recovery rating remains '3'. The downgrade reflects CCC's increased leverage with the recent acquisition. S&P believes the risk associated with higher leverage outweighs the continued diversification of end markets the transaction brings. The rating agency expects CCC to maintain S&P's adjusted debt to EBITDA above 5.0x over the next 12 months. Including the full run rate of acquisitions, it expect leverage in the mid-5x area in 2019. S&P expects the company to continue to pursue bolt-on acquisitions but does not believe these will substantially increase leverage. It believes the company will continue to increase margins through cost-reduction initiatives and by acquiring businesses that are more profitable. "We could lower our ratings on CCC if the company's leverage increases above 7x on a sustained basis. Additional debt financed acquisitions or the loss of significant customers could result in this level of leverage," S&P said. "We could upgrade the company if it improves and sustains leverage below 5.0x. We would also need to believe that future financial policies would support the rating," S&P said. CORONADO GROUP: S&P Raises Long-Term Issuer Credit Rating to 'B+' ----------------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on U.S.-based Coronado Group LLC to 'B+' from 'B', and subsequently withdrew the rating following subsidiary Coronado Global Resources Inc.'s listing in Australia. At the same time, S&P assigned a long-term issuer credit rating of 'B+' to Coronado. S&P raised the rating on Coronado to reflect the company's improved business prospects and more conservative capital structure. Coronado has significantly reduced leverage after its acquisition of the Curragh mine in Australia and subsequent listing on the Australian Stock Exchange (ASX) in 2018. The company raised A$774 million of equity and subsequently repaid its US$700 million term loan. Coronado's adjusted debt-to-EBITDA ratio was 1.0x as of Dec. 31, 2018, with negligible outstanding debt. S&P considers Coronado's management and its majority-owned financial sponsor, The Energy & Minerals Group (EMG), to be committed to maintaining a more-conservative capital structure. Coronado has a clearly articulated financial policy, with a long-term target gearing of 0.5x debt-to-EBITDA based on the company's measure. In S&P's view, Coronado's key mines, Curragh and Buchanan, underpin the company's competitive strength. Curragh is located in Queensland's Bowen Basin in Australia, with a production capacity of about 13 million tonnes per annum (mtpa), while the Buchanan mine is in the Central Appalachian region in Virginia, U.S., with a production capacity of 4.5 mtpa. Compared with peers, Coronado benefits from clear and distinct geographic diversity, with key exposures to the Asian export market as well as the U.S. domestic market. Coronado also owns two smaller mines; Logan (about 3 mtpa) and Greenbrier (about 0.8 mtpa), which are mines adjacent to Buchanan. Coronado's high fixed cost base and break-even cost position are exacerbated by its significant contract obligations. Coronado's all-in sustaining costs are higher than peers' due to its high fixed costs and significant contract obligations. Excluding the impact of Coronado's significant contract obligations and other fixed take-or-pay obligations,S&P considers Coronado's mining cash costs to be competitive, and to be at least in line with peers'. S&P estimates the company's all-in sustaining costs (including royalties, rebates, transportation costs, and stay-in-business capital expenditure) across its entire portfolio to be about US$80-US$90 per tonne in 2019 and 2020. Weighing on the company's break-even cost position are significant contract obligations (US$293 million as of Dec. 31, 2018) and deferred consideration (US$155 million as of Dec. 31, 2018), which are linked to Coronado's key mining assets and enable access to its mining tenements. The company's coal supply agreement with Stanwell Corp. represents the company's largest long-term obligation (Dec. 31, 2018: US$255 million). The agreement requires Coronado to supply 67 million tonnes of thermal coal to Stanwell at an agreed fixed price that is below the market price for thermal coal. In addition, Coronado must pay Stanwell rebates on coal exported from its Curragh mine. Coronado's fixed-cost base also includes obligations for access to critical transportation infrastructure via long-term take-or-pay contracts. The contracts include access to Aurizon Network Pty Ltd.'s rail network, and port access via RG Tanna Coal Terminal, Wiggins Island Coal Terminal, and Pier IX. S&P does not explicitly include these obligations in its debt adjustments despite their long-term contractual nature, with minimum obligations that have debt-like characteristics. Instead, it considers these obligations to be part of the company's fixed cost base and operating costs. The costs increase Coronado's break-even position and more inherently exposes the company to a commodity price downcycle relative to peers. S&P expects Coronado to expand its EBITDA margins and achieve its operating leverage, supported by the company's operational focus. Coronado's contractual obligations with Stanwell have fixed thermal coal supply and volume-based export rebates, which importantly, diminish with greater volume output. This provides greater incentive for Coronado to exceed volume hurdles and increase output because incremental volumes exported above 7 mpta have a higher degree of cash generation and profit margin. In August 2018, Coronado entered into a new coal supply agreement with Stanwell that grants Coronado the right to immediately mine the Stanwell Reserve Area. The agreement provides greater operational flexibility and enables expansion of mining to Curragh North, while extending Curragh's mine life to 2038. The stable outlook reflects S&P's expectation that Coronado will incrementally increase annual production to about 23 mtpa across its portfolio. The rating agency expects Coronado's credit metrics to remain conservative, and its adjusted debt to EBITDA to not materially exceed 1x, absent any debt-funded acquisition. "We could lower the rating if Coronado's business prospects were to deteriorate, or if significant operational challenges sustainably worsened the company's free operating cash flow. Specifically, we would lower the ratings if we forecast that free operating cash flow, excluding growth capital expenditure, were to approach break-even level," S&P said, adding that it would also lower rating due to leverage increasing because of more-aggressive shareholder distribution or debt-funded acquisitions, sustaining adjusted debt to EBITDA above 3x. "We consider an upgrade to be unlikely over the next 12 months. Still, further rating upside could occur if Coronado were to materially improve its operating leverage that substantially reduced its break-even costs across its portfolio, while maintaining conservative leverage," S&P said. Coronado Global Resources Inc. and its subsidiaries produce, market, and export metallurgical coal. The company operates through four segments: Curragh, Buchanan, Logan, and Greenbrier. It owns a portfolio of operating mines and development projects, including the Curragh mine complex located in the Bowen Basin of Queensland, Australia; and the Buchanan, Logan, and Greenbrier mine complexes located in the Central Appalachian region in Virginia and West Virginia, U.S. The company provides its products to the U.S., India, Japan, Korea, Europe, Australia, Taiwan, China, and Brazil. Coronado Global Resources Inc. was founded in 2011 and is headquartered in Brisbane, Australia. Coronado is a publicly traded company with 20% of its equity widely held. The remaining 80% of the equity is held by EMG, a private equity firm, through its ownership of Coronado Group LLC. COVENANT SURGICAL: S&P Keeps Ratings on Term Loans Unchanged ------------------------------------------------------------ S&P Global Ratings said its 'B-' issue-level rating and '3' recovery rating on Covenant Surgical Partners Inc.'s first-lien term loan are unchanged following the announced $50 million delayed-draw fungible first-lien add-on. Its 'CCC' issue-level rating and '6' recovery rating on Covenant's second-lien term loan are unchanged following the announced $30 million delayed-draw fungible add-on to the second-lien term loan. The company plans to use the proceeds to fund potential acquisitions over the next two years. S&P's '3' recovery rating on the delayed-draw first-lien term loan indicates expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in a default. The rating agency believes this transaction will incrementally reduce the recovery prospects for holders of Covenant's senior secured debt because of its higher proportion, so it is revising the rounded recovery estimate for the senior secured tranche to 55% from 60%. The rating agency's '6' recovery rating on the delayed-draw second-lien term loan indicates expectations for negligible (0%-10%; rounded estimate: 0%) recovery in a default. "Our 'B-' issuer credit rating on Covenant Surgical is based on our view that revenue will increase faster than the industry average as acquisitions supplement organic growth. However, we anticipate leverage above 7x for the next several years as we consider the company's strategy to actively participate in the consolidation of ambulatory surgery centers," S&P said. Acquisitions and consolidation remain the key driver of growth and margin improvement, according to the rating agency. "Our view of the business reflects Covenant's limited operating history, small scale, and narrow operating focus in a highly competitive industry. It competes against hospitals and other outpatient surgery centers, and we expect increasing competition and constrained reimbursement will limit organic revenue growth to the low-single–digit percentages," S&P said, adding that Covenant's small scale and concentration in gastroenterology make it susceptible to underperformance of a particular facility and reimbursement risk in a particular region. Covenant generates more than 45% of its revenue from government payors, which S&P views as a major risk amid ongoing pressure to contain health care spending. However, the rating agency believes the ambulatory surgery centers (ASC) industry benefits from favorable demographics with an aging population and anticipates the continued shift of patient volume from inpatient facilities to outpatient centers driving demand for its services. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- Covenant Surgical's pro forma debt structure consists of a $35 million revolving credit facility, $250 million first-lien term loan, $50 million delayed-draw first-lien term loan, $100 million second-lien term loan, and $30 million delayed-draw second-lien term loan. S&P's recovery analysis assumes that the delayed-draw debt is drawn starting in 2020. -- This debt will be guaranteed by the company's immediate parent, its Consolidated Pathology Inc. affiliate, and substantially all of Covenant Surgical's wholly owned U.S. subsidiaries, but not by non-wholly owned subsidiaries that generate roughly 40%-45% of consolidated EBITDA. -- The secured debt will be secured by substantially all assets of Covenant Surgical and the guarantors, including a pledge of the company's equity interests in its non-wholly owned subsidiaries. -- Covenant's debt and organizational structure means that its debtholders do not have a claim to the value of the third-party equity in the non-wholly owned subsidiaries (S&P's analysis excludes the EBITDA and value attributable to third-party partners). -- S&P's recovery analysis assumes a default when the EBITDA from wholly owned subsidiaries plus the company's share of EBITDA from non-wholly owned subsidiaries (including third-party partners' share) declines to the point it cannot cover fixed charges due to greater-than-expected pricing pressure and higher operating costs. -- S&P believes the business would remain viable and reorganize rather than liquidate after a payment default. S&P values the company on a going-concern basis using a 5x multiple, which is consistent with its recovery assumption for similar peers. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $42 million* -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value at default (after 5% administrative cost): $198 million -- First-lien debt at default: $335 million -- Recovery expectations: 50%-70%; rounded estimate: 55% -- Total value available to second-lien debt: $0 million -- Total second-lien claims: $137 million -- Recovery expectations: 0%-10%; rounded estimate: 0% -- All debt amounts include six months of prepetition interest. -- Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P generally assume usage of 85% for cash flow revolvers at default. *S&P's emergence EBITDA only includes estimated EBITDA generated by the company, the guarantors, and its share of the EBITDA generated by non-wholly owned subsidiaries. Ratings List Covenant Surgical Partners, Inc. Issuer Credit Rating B-/Stable/-- Recovery Rating Revised To From Covenant Surgical Partners, Inc. Senior Secured US$300 mil 1st lien term bank ln due 07/01/2026 Recovery Rating 3(55%) 3(60%) US$35 mil Revolver bank ln due 07/01/2024 Recovery Rating 3(55%) 3(60%) CPG INTERMEDIATE: S&P Affirms B ICR on Refinancing; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed the 'B' issuer credit rating on CPG Intermediate LLC (CPG) and 'B' issue-level rating on its revolving credit facility and first-lien term loan, which the company proposes to upsize. The recovery rating remains '3', reflecting S&P's expectation of meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. The rating on CPG reflects the pro forma capital structure upon completion of the proposed refinancing. The company intends to raise a $134 million incremental fungible first-lien term loan to repay the existing $135 million second-lien term loan. This transaction is broadly leverage neutral. The debt at the company is issued by Encapsys LLC, IPS Structural Adhesives Holdings Inc., and IPS Intermediate Holdings Corp. S&P basees all ratings on preliminary terms and conditions. S&P's rating also reflects CPG's niche markets and limited applications in generally competitive product markets, such as those for structural adhesives and plumbing products. CPG also has production concentration in a single site that generates a meaningful portion of its revenue and the company faces some customer concentration, with one customer accounting for a significant amount of its sales. There are risks related to the company's high leverage and S&P expects its total adjusted debt to EBITDA will remain above 5x on a weighted average basis. Partially offsetting these weaknesses are the company's above-average EBITDA margins, low capital expenditure requirements, diversified supplier base, and leading positions in niche parts of the adhesives and sealants markets. CPG also maintains leading market positions in solvent cements for irrigation and electrical use and methyl methacrylate adhesives with engineered stone and marine applications. "The stable outlook on CPG reflects our expectation that the company will grow its niche market applications and maintain its solid EBITDA margin by focusing on higher margin products, which should allow it to maintain credit measures appropriate for the current rating," S&P said. The rating agency also expects CPG to maintain weighted-average adjusted debt-to-EBITDA in the 5x-6x (pro forma for acquisitions) range. It does not anticipate that the company will lose key customers or face operational issues at its key manufacturing locations. S&P said it could lower its ratings on CPG in the next 12 months if the company's debt to EBITDA exceeds 6.5x (pro forma for acquisitions) on a weighted-average basis. This would likely occur because of a significant deterioration in its operating performance due to unexpected challenges at the company's microencapsulation facility, the loss of a significant customer, or weakening conditions in the construction market, according to the rating agency. Under this scenario, the company's EBITDA margins would need to decline by 500 basis points (bps) from S&P's base-case forecast, with revenues growing 5% less than the rating agency currently expects, causing the total adjusted debt-to-EBITDA to increase above 6.5x (pro forma for acquisitions) on a weighted-average basis. "We could also lower the rating if CPG undertakes a large debt-funded acquisition or if business challenges reduce the company's liquidity position such that its free cash flow turns negative and its liquidity sources decline below 1.2x its liquidity uses. In addition, although unlikely, we could lower our ratings on the company if it undertakes significant shareholder rewards, including buying back shares such that its debt to EBITDA increases above 6.5x," S&P said. S&P said it could raise its rating on CPG in the next 12 months if the company's debt to EBITDA remains below 5x (pro forma for acquisitions) on a weighted-average basis. "This would likely follow faster-than-anticipated growth in the construction market or the company's microencapsulation business, leading to higher volumes and better EBITDA margins. This scenario could lead us to raise our rating on CPG if its EBITDA margins expand by 150 bps more than we assume in our base-case forecast and its revenue increases by 1% more than we currently project," S&P said. In order to raise the rating, the company would also have to demonstrate that it is committed to maintaining its credit metrics at these levels, according to the rating agency. DDC GROUP: YesLender to Get $40,000 in Monthly Payments ------------------------------------------------------- DDC Group, Inc., filed a third amended Chapter 11 plan and accompanying disclosure statement proposing that Class 1(b) - YesLender LLC is impaired. The Debtor and YesLender, LLC, have agreed that YesLender has a secured claim of $70,000 as of the confirmation date; however, YesLender has agreed to accept $40,000 as payment in full in equal monthly payments with no interest over one year from the Effective Date of the Plan, but no later than October 1, 2019. The agreement provides that YesLender is fully secured by a second priority blanket lien on all of the debtor's assets. The settlement agreement will be submitted to the court for approval of the terms as to the amount and secured status only. The $30,000 that will not be paid under the Plan will not be included with the unsecured class. A full-text copy of the Third Amended Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y3cfzm9q from PacerMonitor.com at no charge. Attorneys for Debtor are M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and Roksana D. Moradi-Brovia, Esq., at Resnik Hayes Moradi LLP, in Encino, California. About DDC Group DDC Group, Inc., is a full-service general contractor in Los Angeles, California, specializing in expedited development service for restaurants & retailers. DDC Group filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-17029) on June 18, 2018. In the petition signed by Slava Borisov, president, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Sheri Bluebond. M Jonathan Hayes, Esq., of Simon Resnik Hayes LLP, is the Debtor's counsel. DRIVETIME AUTO: Moody's Affirms B3 CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating and Senior Secured Notes of DriveTime Auto Group. DriveTime's outlook was changed to stable from positive. While the ratings affirmation reflects Moody's assessment of DriveTime's unchanged standalone assessment, the change in outlook to stable from positive was prompted by DriveTime postponing a $350 million bond offering, which it announced on Monday June 17, 2019. Affirmations: Issuer: DriveTime Auto Group Corporate Family Rating, Affirmed B3 Senior Secured Regular Bond/Debenture, Affirmed B3 Outlook Actions: Issuer: DriveTime Auto Group Outlook, Changed To Stable From Positive RATINGS RATIONALE DriveTime intended to use the funding from the postponed bond offering to refinance its existing senior secured notes maturing in June 2021, which would have materially improved its liquidity and the debt maturity profile for the next two years. While DriveTime has demonstrated improvements in other areas, including stabilizing asset quality and taking a more proactive approach to renewing its credit facilities well ahead of their maturities, improvements in the long term funding profile is a key element to its outlook for the company. The uncertainty related to the refinancing of the June 2021 senior secured notes constrains DriveTime's current B3 ratings level, prompting a change in outlook to stable from positive. DriveTime's ratings are supported by the company's established franchise of used vehicle stores with integrated retail finance operations. DriveTime's integrated franchise of used vehicle stores, combined with retail finance operations, provides it with the ability to control the entire vehicle sale and lending processes. The company is focused on the subprime segment of the US auto market, which carries elevated risks relative to other auto finance companies. Unlike traditional indirect auto lenders, DriveTime must maintain its retail store operations, with associated overhead costs, in addition to the funding and operating costs of its lending operations. Both the stores and the finance business require liquidity in a cyclical downturn to cover costs and maintain operations. Moody's believes that the company's ability to protect both the size of the store network as well as the lending operations in a downturn is important to sustaining the firm's franchise. The B3 ratings also take into consideration DriveTime's history of weak profitability, as evidenced by low return on assets and high leverage considering the high risk profile of its receivables and the firm's strong reliance on secured funding, which can limit alternative liquidity tied to unencumbered assets. DriveTime is also a frequent issuer of asset-backed securities, an asset class which can experience little to no investor demand, in times of market stress. Lastly, at times, DriveTime has displayed an appetite to grow in other areas of auto sales and ancillary products through related party transactions, which can detract management time and focus from its core business and add some opacity. Asset quality has improved, as DriveTime has limited growth in recent quarters and tightened underwriting standards, improving its performance relative to prior years. During the past few years, DriveTime has reported strengthening trends for borrower down-payment, payment to income and loan to values. Vintage delinquency trends and static pool net losses have improved as a result. If sustained, the company's improved asset quality should lead to stronger and less volatile profitability, in Moody's view. On May 31, 2019, DriveTime extended its financing commitments on its inventory facility from Ally Bank and Ally Financial and its warehouse facility from Wells Fargo through May 31, 2021, which Moody's considers as a modest improvement in its liquidity. DriveTime must carefully manage delinquency and loss covenants, which remain central risks to the company, particularly given the limited cushion in some of their facilities. WHAT COULD CHANGE THE RATINGS UP/DOWN The ratings could be upgraded if DriveTime's asset quality improvements are maintained, contributing to stronger and more consistent profitability in the upcoming quarters, if DriveTime continues to extend its warehouse facilities well in advance of their maturities and refinances its outstanding $400 million June 2021 senior secured notes. The ratings could be downgraded due to capital or liquidity depletion or market funding difficulties. DURR MECHANICAL: $29K Sale of Four Vehicles to MAC Approved ----------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized Durr Mechanical Construction, Inc.'s private sale of the following vehicles to Mechanical Advantage Construction, LLC ("MAC"): (i) 2011 Ford F350 for $18,000; (ii) First 2011 Ford F150 for $4,000; (iii) Second 2011 Ford F150 for $6,000; and (iv) Honda Pilot for $1,000. A hearing on the Motion was held on June 18, 2019. The sale is free and clear of all Liens, with any such Liens to attach to the net proceeds of sale. The 14-day stay provided for in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure will not be in effect and, pursuant to Rule 7062 of the Federal Rules of Bankruptcy Procedure, the Order will be effective and enforceable immediately upon entry. Any sales or applicable tax relating to the Sale of the Vehicles will be the obligation of MAC. About Durr Mechanical Durr Mechanical Construction, Inc. -- http://www.durrmech.com/-- is a mechanical contracting company headquartered in New York. It offers commercial HVAC, scheduling and cost control, BIM drafting, erecting and setting equipment, process piping, power piping, and emergency services. Durr Mechanical Construction filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code (Bankr. S.D.N.Y. Case No. 18-13968) on Dec. 7, 2018. In the petition signed by Kenneth A. Durr, president, the Debtor estimated $100 million to $500 million in assets and $50 million to $100 million in liabilities. LaMonica Herbst & Maniscalco, LLP, led by Michael Thomas Rozea, and Adam P. Wofse, serves as counsel to the Debtor. EDEN HOME: PCO Files 8th Report ------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman, filed the eighth report, dated April 22, 2019, concerning the clinical operational challenges, such as staff turnover and fall data, throughout the reorganization process of Eden Home, Inc. The PCO noted that concerns such as those recently expressed through the LTC PCO may continue after plan confirmation and require operational adjustments. Moreover, the PCO is encouraged that the current clinical leadership brings a fresh analysis to clinical quality data which provides a stepping off point for the continued process improvement to address ongoing clinical operation challenges such as staffing, care planning, fall reductions, resident engagement, and infection control. The PCO also reported that the age and limitations of the clinical documentation system may also create an additional immediate burden as the Debtor engages in efforts to comply with the new Medicare, case-mix payment model that becomes effective in October 2019.\ A full-text copy of the Seventh Report is available at https://is.gd/BXuauP from PacerMonitor.com at no charge. About Eden Home Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill Communities -- https://www.edenhill.org/ -- is a not-for-profit, faith-based organization that provides independent living, affordable housing, assisted living, skilled nursing an rehabilitation, long-term care and memory care services. The EdenHill Communities Transportation Department provides ADA services in support of seniors and individuals with disabilities. Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50608) on March 16, 2018. In the petition signed by Laurence P. Dahl, CEO and executive director, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig A. Gargotta is the case judge. Dykema Cox Smith is the Debtor's counsel; Langley & Banack, and Gravely & Pearson, L.L.P., as special counsels; Cushman & Wakefield as real estate broker. Cushman & Wakefield has entered into a Co-Broker Agreement with CF Commercial Brokerage, LLC d/b/a San Antonio Commercial Advisors. On March 26, 2018, the U.S. Trustee appointed Susan N. Goodman as the Patient Care Ombudsman in the case. On May 30, 2018, the Official Committee of Unsecured Creditors of Eden Home, Inc. was appointed by the Bankruptcy Court. The Committee retained Martin & Drought, P.C., as counsel. ESCUE WOOD: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Escue Wood Treated Products, LLC as of June 21, according to a court docket. About Escue Wood Treated Products Founded in 2013, Escue Wood Treated Products, LLC is a privately held manufacturer of treated southern yellow pine wood. Its wood products are manufactured in Milan and distributed in five states. Escue Wood Treated Products sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 19-11142) on May 23, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Jimmy L. Croom. EXCO RESOURCES: 1.5 Lien Claims Holder to Get 61% of Common Stock ----------------------------------------------------------------- EXCO Resources, Inc. and its debtor affiliates filed a further revised Third Amended Settlement Joint Chapter 11 Plan and accompanying disclosure statement on June 12 to disclose that the 1.5 Lien Claims Recovery is 61% of the New Common Stock and the 1.75 Lien Claims Recovery is 39% of the New Common Stock. Class 3 consists of 1.5 Lien Notes Claims are impaired. Each such Holder shall receive its Pro Rata share of the 1.5 Lien Claims Recovery; provided that to the extent that an Allowed 1.5 Lien Notes Claim is an Unsecured Claim following successful prosecution of a Secured Claim Challenge, the Holder of such Allowed Unsecured 1.5 Lien Notes Claim shall receive its Pro Rata share, together with all Holders of Allowed Unsecured Claims, of the Unsecured Claims Recovery. Class 4 consists of 1.75 Lien Term Loan Facility Claims are impaired. Each such Holder shall receive its Pro Rata share of the 1.75 Lien Claims Recovery; provided that to the extent that an Allowed 1.75 Lien Term Loan Facility Claim is an Unsecured Claim following successful prosecution of a Secured Claim Challenge, the Holder of such Allowed Unsecured 1.75 Lien Term Loan Facility Claim shall instead receive its Pro Rata share, together with all Holders of Allowed Unsecured Claims, of the Unsecured Claims Recovery. The Debtors shall fund distributions under the Plan with, as applicable: (1) Cash on hand; (2) the Exit RBL Facility; (3) the New Common Stock; (4) the Unsecured Claims Distribution Trust Beneficial Interests; (5) the Challenge Action Recovery (if any); and (6) the Convenience Claims Distribution. A full-text copy of the Disclosure Statement dated June 12, 2019, is available at https://tinyurl.com/y5nbnwk7 from PacerMonitor.com at no charge. Counsel for the Debtors are Christopher T. Greco, P.C., Esq., at Kirkland & Ellis LLP, in New York; Patrick J. Nash, Jr., P.C., Esq., and Alexandra Schwarzman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Marcus A. Helt, Esq., and Michael K. Riordan, Esq., at Foley Gardere, in Houston, Texas. About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas, with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, Texas. EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15, 2018. EXCO disclosed total assets of $829.1 million and total debt of $1.355 billion as of Sept. 30, 2017. The Debtors' cases are assigned to the Honorable Marvin Isgur. The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis LLP, as bankruptcy counsel; PJT Partners LP as financial advisor; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC, as claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by lawyers at Jackson Walker LLP and Brown Rudnick LLP. Intrepid Partners LLC and Jefferies LLC serve as the committee's investment bankers. FORESIGHT ENERGY: S&P Lowers ICR to 'CCC+' on Debt Restructuring ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based coal producer Foresight Energy L.P. (FELP) to 'CCC+' from 'B-', saying the company's first-and second-lien debt is trading at a deep discount to par, which heightens the risk of a distressed exchange or restructuring. The company has $825 million of first-lien debt (about $743 million outstanding as of June 20 2019) due in 2022, and $425 million second-lien debt due in 2023. S&P also lowered the issue-level ratings on the company's first-lien term loan to 'B-' from 'B'; the recovery rating on this debt remains '2'. At the same time, the rating agency lowered the issue-level ratings on the company's second-lien notes to 'CCC-' from 'CCC'; the recovery rating on this debt remains '6'. The downgrade of Foresight Energy L.P., reflects S&P's view that the company is at heightened risk of a distressed exchange or other restructuring before its 2022 debt maturities, and that its second-lien notes are trading at about 65% of par. The company is facing weak international thermal coal prices (The European price index has dropped by about 45% since the end of 2018), which S&P anticipates will lower adjusted EBITDA by about 15%-20% in 2019 and 2020. The negative outlook indicates S&P's view that FELP could pursue a debt restructuring or a distressed exchange offer in the next 12 months if profitability doesn't improve substantially before its debt matures in 2022. S&P also anticipates that lower international thermal coal prices will lower FELP's cash flows by 15% to 20% in 2019 and 2020. The company's second-lien and first-lien debt are trading at a discount to par of about 35% and 20%, respectively, which poses refinancing risk. S&P could lower the rating on FELP if the company announced a debt exchange or engaged in discounted principal buybacks that the rating agency considers distressed. S&P could also lower the issuer rating if liquidity deteriorates to the point where it believes that the company has one year of liquidity sources left to cover its fixed charges. "Although less likely, we could stabilize the outlook or even raise the rating if we believed that FELP's prospects for refinancing had improved. We think that would require a resurgence in profitability to reduce leverage to comfortably less than 4x," S&P said, adding that this could happen if international thermal coal prices or contracted domestic volumes increased. Under this scenario, S&P expects outstanding debt would return to trading closer to par. FRONTIER COMMUNICATIONS: S&P Lowers ICR to 'CCC'; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on U.S.-based telecommunications service provider Frontier Communications (Frontier) and its issue-level rating on the company's senior unsecured debt to 'CCC' from 'CCC+' based on a higher risk of default. It also lowered its issue-level ratings on the company's senior secured first- and second-lien debt to 'B-' from 'B'. The downgrade follows Frontier's recent appointment of new members with restructuring and bankruptcy experience to its board of directors and finance committee, the latter of which has a mandate to evaluate the company's capital structure and execute balance sheet transactions and strategic alternatives. S&P believes Frontier faces a higher risk of a distressed exchange or bankruptcy filing over the next year following these board appointments, in its view. Still, the timing is uncertain given the company's manageable debt maturities over the next couple of years ($585 million total coming due through the end of 2021), which it can address with free operating cash flow generation (FOCF), revolver availability, and cash on hand. In addition, the company may elect to delay any action until it receives proceeds from the recent sale of its operations in Washington, Oregon, Idaho, and Montana for $1.35 billion in cash (expected to close within one year). "The negative outlook reflects our belief that Frontier will be unable to address its 2022 debt maturities in a manner that we would view as consistent with its original terms absent favorable business, economic, and financial conditions because of its lack of secured debt capacity, limited access to unsecured markets, insufficient cash flow, and high leverage," S&P said. The negative outlook also incorporates the rating agency's view that a distressed exchange or restructuring is increasingly likely over the next year. "We could lower the rating on Frontier if we believe a default or restructuring is imminent. We could also lower our rating if the company takes steps to initiate, or voices its intention to execute, a debt exchange that we view as distressed," S&P said. "Although unlikely in the near term, we could raise the rating longer term if the company significantly improves its revenue and EBITDA, leading to higher levels of FOCF, and reduces leverage from the mid-5x area enough to lessen refinancing risks," S&P said. This scenario could materialize if the company demonstrates sustained broadband customer growth in the California, Texas, and Florida markets that is sufficient to offset the declines in its copper-based broadband and video services, according to the rating agency. GC EOS: S&P Alters Outlook to Negative on Weaker Credit Metrics --------------------------------------------------------------- S&P Global Ratings revised its rating outlook to negative from stable and affirmed the 'B-' issuer rating on GC EOS Buyer Inc. (BBB Industries). At the same time, S&P affirmed its 'B-' issue-level rating on the company's first-lien term loan. The '4' recovery rating is unchanged. The rating agency also affirmed its 'CCC' issue-level rating on the company's second-lien term loan, for which '6' recovery rating is unchanged. The outlook revision to negative from stable reflects at least a one-in-three chance of a downgrade over the next 12 months as BBB Industries' credit metrics continue to be weaker than S&P's expectations. This is because of increased risks from higher tariffs, high labor costs, and the integration of Remy. The company's credit metrics weakened significantly in fourth-quarter 2018 and first-quarter 2019, and S&P now expects leverage to remain over 8x in 2019. The rating agency now expects that weaker margins, higher working capital investment, and investments to acquire new customers and their cores will cause negative free cash flow of over $65 million in 2019. While S&P understands that the company is winning a lot of new business from competitors, the new business ramp-up raised working capital needs higher than expected. The negative outlook on BBB Industries reflects the increased risk that margins remain weak and cash flow remains negative for multiple quarters, hurting its liquidity. The company now faces increased risks as it works to offset higher labor costs and higher tariffs, and also as it integrates Remy. "We could lower our rating on BBB Industries if EBITDA margins remain below 17%, causing its free operating cash flow (FOCF) to remain negative for multiple quarters such that it affects liquidity, or if debt leverage worsens from current levels. This would cause us to view BBB Industries' financial commitments as unsustainable," S&P said, adding that this could occur because of problems integrating Remy, operational issues at its Reynosa facilities, or of the placement of tariffs on Mexican imports. It could also be caused by the loss of a major customer because of quality issues or increased competition, according to the rating agency. "We could revise our outlook on BBB Industries to stable if margins increase above 17% and FOCF to debt increases to at least 1%-2%. This could occur if the company increases prices sufficiently to offset inflation and tariffs while successfully integrating Remy and reducing working capital," S&P said. GETCHELL AGENCY: Estimated Funds at Plan Distribution Total $3.26MM ------------------------------------------------------------------- Nathaniel R. Hull, the duly-appointed Chapter 11 trustee for the bankruptcy estate of The Getchell Agency, revised the Combined Disclosure Statement and accompanying Chapter 11 Plan to disclose funds on hand as of May 31, 2019: PUB Checking Acct $3,188,066.80 PUB Savings Acct $100,062.03 PUB Debit Acct $5,792.92 The Trustee also disclosed that the total estimated funds on Hand when Distributions under the Plan are made is $3,263,921.75. CLASS 3 - SUBORDINATED UNSECURED CLAIMS are impaired. The Holder of the Class 3 Claim is deemed to have an Allowed subordinated, unsecured, nonpriority claim against the Estate of $734,000. The Holder of the Class 3 Claim shall be paid from funds on hand or hereafter acquired after all other payments and reserves under this Combined Plan and Disclosure Statement. CLASS 1 - DHHS MAINECARE OVERPAYMENT CLAIM SET FORTH IN POC 28-4 are impaired. The Maine Department of Health and Human Services, Division of Audit, Program Integrity, through counsel, shall be paid the amount of $797,422.23 as set forth on Schedule A. CLASS 2 - UNSUBORDINATED UNSECURED NONPRIORITY CLAIMS are impaired. The Holders of such Claim shall be paid in the amount set forth on Schedule A. If such Claim is listed as "Disputed" on the attached Schedule A such Disputed Claim will be paid in full on the later of (i) seven (7) days after such Disputed Claim becomes an “Allowed” Claim and (ii) thirty (30) days. CLASS 4 - EQUITY INTERESTS are impaired. The Holder of the Class 4 Equity Interests shall be paid from funds on hand or hereafter acquired after all other payments under this Combined Plan and Disclosure Statement. Unless otherwise expressly agreed, in writing, all payments to be made pursuant to the Combined Plan and Disclosure Statement shall be made by check. A full-text copy of the Combined Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y2w6tndg from PacerMonitor.com at no charge. A redlined version of the Combined Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/yynh8cza from PacerMonitor.com at no charge. The Trustee is represented by Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and Stephen B. Segal, Esq., at Verrill DANA LLP, in Portland, Maine. About The Getchell Agency Headquartered in Bangor, Maine, The Getchell Agency is a Residential Section 21 Funded Care Agency, licensed by the State of Maine to house and provide support services for approximately 65 adults living with physical, emotional and cognitive disabilities in residential care facilities of mobile or modular homes located in Bangor, Maine. Getchell Agency filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 16-10172) on March 25, 2016. In the petition signed by Rena J. Getchell, its president, the Debtor estimated under $50,000 in assets and between $1 million and $10 million in liabilities. The Debtor hired Strout & Payson as bankruptcy counsel; Curtis Thaxter, LLC and Rudman Winchell as special counsel; and Purdy Powers & Co. as financial consultant. On Nov. 29, 2017, Nathaniel R. Hull was appointed the Debtor's Chapter 11 trustee. The Trustee hired Verrill Dana LLP as his legal counsel; Thompson Bowie & Hatch LLC, as special counsel. GREGORY TE VELDE: Trustee's $100K Sale of Haywagon Approved ----------------------------------------------------------- Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California authorized Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, to sell the Model R840-S Shuitemaker Haywagon to Douglas Van Surksum for $100,000. A hearing on the Motion was held on June 5, 2019 at 10:30 a.m. Pursuant to the provisions of Bankruptcy Code Section 363(f)(2), the sale will be free and clear of the following liens and interests: (i) A UCC-l Financing Lien in favor of Rabobank, N.A., in the approximate amount of $44 million, as evidenced by a UCC-l Financing Statement filed on Sept. 23, 2010, in the Office of the California Secretary of State as Document No. 10-7245 872480 and thereafter amended and continued. (ii) A UCC-l Financing Lien in favor of Federal Land Bank Association of Kingsburg, FLCA, also known as Golden State Farm Credit, in the alleged amount of approximately $5,354,969, as evidenced by a UCC-l Financing Statement filed on July 28, 2011, in the Office of the California Secretary of State as Document No. 11-7279747510 and thereafter amended and continued. (iii) A UCC-l Financing Lien in favor of J.D. Heiskell Holdings, LLC in thealleged amount of approximately $7.9 million as evidenced by a UCC-l Financing Statement filed on Aug. 26, 2016 in the Office of the California Secretary of State as Document No. 16-543473131 and thereafter amended. (iv) A UCC-l Financing Lien in favor of Overland Stock Yards, Inc., in the alleged amount of approximately $1.7 million, as evidenced by a UCC-l Financing Statement filed on Oct. 1, 2017, in the Office of the California Secretary of State as Document No. 17-91346140. As adequate protection for the holder of the liens set forth, the Trustee proposes that all net proceeds of sale will be held in a blocked account, with the liens identified to attach to the proceeds. Said funds will not be disbursed absent further Order(s) of the Court. About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. GREGORY TE VELDE: Trustee's Auction of Classic Cars Approved ------------------------------------------------------------ Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California authorized Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, to sell the following vehicles by public auction to be conducted by his previously employed Auctioneer West Auctions, Inc.: (1) a 1958 Cadillac 62 Sedan De Ville (VIN 58L100659/License No. 4LZD452) and (2) a 1966 Lincoln Continental Convertible (VIN 6Y86G429828 or as shown on CA DMV 6Y86G2982/License No. 5JNL426). A hearing on the Motion was held on May 8, 2019 at 10:30 a.m. The Trustee is authorized to pay the Auctioneer its previously authorized costs of sale and commission from the proceeds of sale. The Trustee will timely file a Report and Return of Sale as is required by FRBP 6004(f)(1). About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. HERMAN TALMADGE: Trustee's $135K Sale of Hwy 138 Tract Approved --------------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized J. Michael Levengood, the Chapter 11 Trustee for Herman E. Talmadge, Jr., and Hedcon Properties, LLC, to sell the tract of real property constituting approximately 14.001 acres of unimproved property with frontage along GA Hwy 138, Henry County, Georgia to Martin Bonea for $135,000. The tract is more properly described in that Quit Claim Deed recorded July 20, 2010 at Deed Book 11806, Pages 242, Clerk of Superior Court, Henry County, Georgia, minus approximately .64 acres previously conveyed to the Georgia Department of Transportation, pursuant to that certain Right-of-Way Deed recorded March 13, 2003, at Deed Book 5781, Page 180, Henry County Georgia. The sale is free and clear of all liens, claims, interests and encumbrances. The Debtor owns a three-fourths undivided interest, free and clear of liens in the Subject Property. Hedcon owns the remaining one-fourth undivided interest free and clear of liens. Any outstanding ad valorem tax related to the Subject Property will be satisfied at the time of the sale. The Trustee is authorized to pay all costs associated with the sale from the proceeds of the sale, including, but not limited to, sales commission and compensation consistent with the compensation identified in Trustee's Motion. The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case No. 14-50312). J. Michael Levengood was appointed as the Debtor's Chapter 11 trustee. Counsel for the Trustee: James C. Joedecke, Jr., Esq. ANDERSEN, TATE & CARR, P.C. 1960 Satellite Boulevard, Suite 4000 Duluth, Georgia 30097 Telephone: (770) 822-0900 Facsimile: (770) 822-9680 E-mail: jjoedecke@atclawf1rm.com On Nov. 22, 2016, the Court appointed Natural Resource Consultants, LLC, and Jim Branch as broker. On Sept. 24, 2018, the Court appointed Auction Management Corp. as auctioneer. HERMAN TALMADGE: Trustee's Auction of 121-Acre Henry Tract Approved ------------------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized J. Michael Levengood, the Chapter 11 Trustee for Herman E. Talmadge, Jr., to sell the tract of real property constituting approximately 121 acres of unimproved property with approximately 1 mile of highway frontage along Hwy 19 and Hwy 41, Henry County, Georgia, regarding which the Debtor owns a 1/7th undivided interest, at public auction. The sale will be free and clear of all liens, claims, interests and encumbrances. The Auction will be conducted in a manner consistent with the manner presented in the Plan and the Order. No advertising for the public auction will take place until such time as the private sale approved by the Court has failed to timely close and no further extension periods are available pursuant to that certain Agreement, as may be amended by agreement of the Trustee and the holders of the remaining joint undivided ownership interests. The Public Sale will occur within 60 days thereafter, but no sooner than 50 days thereafter, in order to allow for a 45-day period for public notice and advertisement of the public auction. All proceeds of sale will be distributed in accordance with the Plan. All costs will be paid proportionally by all joint owners of the 121 Acre Tract, including, but not limited to, auctioneer compensation, sales tax, any outstanding ad valorem taxes associated with the 121 Acre Tract, etc. from the proceeds of sale. The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case No. 14-50312). J. Michael Levengood was appointed as the Debtor's Chapter 11 trustee. Counsel for the Trustee: James C. Joedecke, Jr., Esq. ANDERSEN, TATE & CARR, P.C. 1960 Satellite Boulevard, Suite 4000 Duluth, Georgia 30097 Telephone: (770) 822-0900 Facsimile: (770) 822-9680 E-mail: jjoedecke@atclawf1rm.com On Nov. 22, 2016, the Court appointed Natural Resource Consultants, LLC, and Jim Branch as broker. On Sept. 24, 2018, the Court appointed Auction Management Corp. as auctioneer. HOOD LANDSCAPING: Seeks to Hire Kelley Lovett as Legal Counsel -------------------------------------------------------------- Hood Landscaping Products, Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Kelley, Lovett & Blakey, P.C. as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) advise the Debtor of its powers and duties in the continued operation of its business and management of its property; (b) conduct examinations incidental to the administration of the Debtor's estate; (c) assist the Debtor in the preparation and filing of its statement of financial affairs and schedules of assets and liabilities; (d) take whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral, including cash collateral; and (e) pursue claims of the Debtor. Kelley Lovett will be paid at these hourly rates: Thomas D. Lovett $300 Walter Kelley $325 F. Anthony Blakey $275 Alex Sanders $275 Thomas Lovett $175 Paralegal $50 to $80 Kelley Lovett will also be reimbursed for work-related expenses incurred. The Debtor paid Kelley Lovett an advance deposit of $31,717, which will be used to pay pre-bankruptcy fees and expenses and filing fee. The remaining funds on deposit as of the date the petition was filed will be used to pay post-petition fees and expenses. Thomas Lovett, Esq., a member of Kelley Lovett, disclosed in court filings 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. Kelley Lovett can be reached at: Thomas D. Lovett, Esq. Kelley, Lovett & Blakey, P.C. 2912-B North Oak Street Valdosta, GA 31602 Tel: (229) 242-8838 Email: tlovett@kelleylovett.com About Hood Landscaping Products, Inc. Hood Landscaping Products, Inc., a wholesaler of landscaping equipment and supplies in Adel, Ga., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 19-70644) on June 3, 2019. In the petition signed by Leon Hood, chief financial officer, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge John T. Laney III presides over the case. Kelley, Lovett, Blakey & Sanders, P.C. represents the Debtor as counsel. HOOVER GROUP: S&P Downgrades ICR to 'CCC' on Near-Term Maturities ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Hoover Group Inc. to 'CCC' from 'B-'. S&P believes internally generated liquidity will not be sufficient to repay the company's $30 million revolving credit facility (about $25 million of which is drawn) when it comes due. In addition, the rating agency does not expect the company's first-lien term loan (which matures in January 2021) to be refinanced before it becomes current, given the challenging capital market conditions for companies exposed to the oil and gas sector. Meanwhile, S&P lowered its issue-level ratings on the company's first-lien credit facilities to 'CCC' from 'B-'. The recovery rating remains '3' (rounded estimate: 65%). S&P believes Hoover will be unable to repay revolver borrowings upon expiration in January 2020 from internally generated funds due to a material liquidity deficit. It expects U.S. onshore oil and gas drilling, a key end market for Hoover, to slow in 2019, and believes profitability and working-capital performance will be weaker than its previous expectations. Coupled with its expectation of capital spending in excess of maintenance levels, this has driven a downward revision to its forecast for Hoover's free cash flow generation in 2019. S&P believes this will leave Hoover with a material liquidity deficit when the outstanding revolver borrowings come due. S&P does not include any potential equity infusion from the company's financial sponsor in its liquidity analysis. Although an equity injection could strengthen Hoover's liquidity position, the sponsor has not made a legally binding commitment to infuse capital. "The negative rating outlook reflects the risk that we could lower our rating on Hoover if we believe the likelihood of a distressed restructuring or payment default increases over the next few months," S&P said. "We could lower our ratings on Hoover if we believe a near-term default will be inevitable. This could occur if Hoover's end markets deteriorate, putting further pressure on the company's operating performance or liquidity," the rating agency said. S&P added that it would also lower its ratings if the company pursues a restructuring that the rating agency considers distressed. "We could raise our ratings on Hoover if it addresses its near-term maturities in full and on time and if we expect the company will not face any subsequent liquidity issues over the next 12 months," S&P said. INSYS THERAPEUTICS: U.S. Trustee Forms 9-Member Committee --------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on June 20 appointed nine creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Insys Therapeutics, Inc. and its affiliates. The committee members are: (1) McKesson Corporation Attn: Ben Carlsen 1 John Henry Drive Robbinsville, NJ 08691 Phone: 609-312-4665 (2) Infirmary Health Hospitals, Inc. Attn: Mark Nix 5 Mobile Infirmary Circle Mobile, AL 36607 Phone: 251-435-2400 (3) Louisiana Health Service & Indemnity Co., Blue Shield of Louisiana and HMO, LA, Inc. Attn: Allison Pham 5525 Reitz Avenue (70809) P.O. Box 98029 Baton Rouge, Louisiana 70898-9029 (4) LifePoint Health, Inc. Attn: Jonah Fecteau 330 Seven Springs Way Brentwood, TN 37027 Phone: 615-920-7647 (5) Deborah Fuller, administrator for Estate of Sarah Fuller Attn: Richard Hollawell, Esq. 121 Saratoga Lane Woolwich Twp, NJ 08085 Phone: 215-498-8609 Fax: 856-467-5101 (6) Julie Key, Attn: Anne Andrews, Esq. Andrews & Thornton 4701 Von Karman Ave, Suite 300 Newport Beach, CA 92660 Phone: 949-748-1000 Fax: 949-315-3540 (7) James Starling Jr. Attn: Phillip Edwards, Esq. Murphy & Landon 1011 Centre Road, Suite 210 Wilmington, DE 19805 Phone: 302-472-8102 Fax: 302-472-8135 (8) Angela Mistrulli-Cantone Attn: S. Randall Hood McGowan, Hood and Felder, LLC 1539 Healthcare Drive Rock Hill, SC 29732 Phone: 803-327-7828 Fax: 803-324-1483 (9) Lisa Mencucci Attn: Zachary Mandell, Esq. Mandell, Boisclair & Mandell, Ltd. One Park Row Providence, RI 02903 Phone: 401-273-8330 Fax: 401-751-7830 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. The Committee's proposed counsel: Daniel H. Golden, Esq. Arik Preis, Esq. Mitchell P. Hurley, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park Bank of America Tower New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: dgolden@akingump.com apreis@akingump.com mhurley@akingump.com -- and -- Justin R. Alberto, Esq. Erin R. Fay, Esq. Daniel N. Brogan, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 Email: jalberto@bayardlaw.com efay@bayardlaw.com dbrogan@bayardlaw.com About INSYS Therapeutics Headquartered in Chandler, Arizona, INSYS Therapeutics -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, INSYS is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. INSYS is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). INSYS intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin Gross. Weil, Gotshal & Manges LLP is serving as legal counsel to INSYS, Lazard Freres & Co. LLC is serving as investment banker, and FTI Consulting, Inc. is serving as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. INTERNAP CORP: S&P Cuts ICR to 'B-' on Weak Operating Performance ----------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on U.S. data center operator Internap Corp. by one notch, including its issuer credit rating to 'B-' from 'B', to reflect the company's weak credit ratios and its reassessment of the business given the volatility of its earnings and the prospect for elevated leverage due to continued acquisitions. The downgrade reflects Internap's lower-than-expected earnings stemming primarily from lower non-recurring revenue and lower number of installs net of churn, which have raised its adjusted leverage to 6.7x from about 6.3x (pro forma for the acquisition of SingleHop) as of fiscal year-end 2018. The downgrade also reflects S&P's reassessment of the company's business, which is susceptible to earnings volatility, because its customer churn can fluctuate on a quarterly basis. In addition, the company's new initiative to explore strategic opportunities to gain scale could cause leverage to remain elevated over the near term and continue to pressure free operating cash flow (FOCF). The stable outlook on Internap reflects S&P's expectation for continued modest EBITDA growth, primarily due to a decrease in the restructuring and one-time expenses that were associated with the company's portfolio resizing resulting in break-even FOCF in 2019 while maintaining adequate covenant headroom and liquidity. "We could lower our rating on Internap if operating performance in its core colocation, hosting, and cloud businesses declines, reducing its EBITDA and leading to persistent FOCF deficits that ultimately hurt its liquidity position and ability to organically reduce its leverage. This would lead us to assess the company's capital structure as unsustainable over the longer term," S&P said. "Although unlikely over the next year, we could raise our rating on Internap if it reduces leverage below 6x on a sustained basis while maintaining positive FOCF and EBITDA interest coverage of more than 2.0x, reflecting the successful execution of its portfolio resizing," S&P said, adding that any upgrade would also require a longer-term financial policy supportive of improved credit metrics. KENMETAL LLC: PCO Files 2nd Report ---------------------------------- William Whited, the Patient Care Ombudsman appointed for Kenmetal, LLC, submitted a Second Report before the U.S. Bankruptcy Court for the Northern District of Georgia concerning Kenwood Manor Nursing facility covering the period of January 2, 2019, through June 24, 2019. Based on the Report, the PCO noted that the facility is in substantial compliance with the licensure requirements. The PCO likewise reported that there were no complaints regarding the facility since the last report. A full-text copy of the Report, dated June 24, 2019, is available at https://is.gd/LCUrmu from PacerMonitor.com at no charge. About Kenmetal LLC Kenmetal, LLC, operates a 50-bed skilled nursing facility known as the Kenwood Manor located at 502 West Pine Avenue, Enid, Oklahoma. Kenmetal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-65903) on Sept. 21, 2018. In the petition signed by Christopher F. Brogdon, managing member, the Debtor estimated assets and liabilities of less than $10 million. The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N. Stapleton, P.C., as counsel. KHRL GROUP: Unsecured Creditors to Get 75% in Quarterly Payments ---------------------------------------------------------------- KHRL Group, LLC, and Papa Grande Gourmet Foods, LLC, file a Joint Substantively Consolidating Chapter 11 Plan and accompanying disclosure statement. Class 9 Claims: General Unsecured Claims are impaired. The Debtor shall pay general unsecured claims 75% in pro rata quarterly payments of $42,500 per quarter until paid in full. The first payment shall be made October 1, 2020, and subsequent payments shall be made the first day of each calendar quarter. Class 1 Claims: Secured Claims of TransPecos are impaired. The Debtor have been making combined $25,000 monthly adequate assurance payments, which likely shall increase to $38,000 on June 24, 2019. Each payment shall be applied pro rata to accrued interest on the PP Notes and then to principal on the PP Notes. Class 2 Claims: Secured Claim(s) of Leaf Financial are impaired. Within 20 days of the confirmation date, creditor shall provide Debtor with an outstanding balance and the Debtor shall pay the outstanding balance in 60 equal monthly installments of $313 at 6.5% interest. Class 3 Claims: Secured Claim(s) of Mercedes Benz Financial are impaired. Within 20 days of the confirmation date, creditor shall provide Debtor with an outstanding balance and the Debtor shall pay the outstanding Secured Balance in 60 equal monthly installments of $2,000.00 at 6.5% interest. Class 4 Claims: Secured Claim(s) of Handtmann, Inc. are impaired. Within 20 days of the confirmation date, creditor shall provide Debtor with an outstanding balance and the Debtor shall pay the outstanding Secured Balance in 60 equal monthly installments $783.00 at 6.5% interest. Class 5 Claims: Secured Claim(s) of Crown Credit Company are impaired. Within 20 days of the confirmation date, creditor shall provide the Debtor with an outstanding balance and the Debtor shall pay the outstanding balance in 60 equal monthly installments of $50.00 at 6.5% interest. Class 6 Claims: Priority Claim(s) of Restaurant Depo are impaired. Debtor shall pay the outstanding balance in 30 equal monthly installments of $319. The first payment shall be due the fifteenth 15th day of the month to occur 30 days after the effective date. Class 7 Claims: Secured Claim(s) of Ascentium Capital are impaired. Within 20 days of the confirmation date, creditor shall provide Debtor with an outstanding balance and Debtor shall pay the outstanding balance in 60 equal monthly installments of $607.00 at 6.5% interest. Class 8 Claims: Unsecured Creditor Claims are impaired. Debtor shall pay the critical vendor claims 75% in pro rata quarterly payments of $10,700 per quarter until paid in full. The first payment shall be made January 1, 2020. Class 10 Claims: Unsecured Claims of Insiders are impaired. Debtor shall pay unsecured insider claims 75% in pro rata quarterly payments of $36,800 per quarter until paid in full. The first payment shall be made the later of October 1, 2026. Class 11 Claims: Equity Holders are impaired. The Class 11 claims consist of Equity Holders Kenny and Hilda Garcia. Equity Holders shall retain their interest in the Debtor. The Debtors anticipate paying administrative claims from Debtors' business income or post-confirmation cash flow. A full-text copy of the Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y29e5q2f from PacerMonitor.com at no charge. About KHRL Group and Papa Grande Gourmet Foods Papa Grande Gourmet Foods LLC -- http://garciafoods.com/-- is a producer of a growing line of Mexican food products including tamales, fajitas, chorizo, shredded chicken, picadillo, carne guisada, carnitas, chili, refried beans and rice. Founded in 1956 by Andy Garcia, Papa Grande conducts business under the name Garcia Foods. KHRL Group, LLC owns the real estate used in the business. KHRL Group and Papa Grande filed voluntary Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 19-50390) on Feb. 25, 2019. At the time of filing, both Debtors estimated their assets and liabilities under $10 million. The Hon. Ronald B. King is the case judge. Ronald J. Smeberg, Esq., at The Smeberg Law Firm, PLLC, is the Debtors' counsel. KINGDOM FELLOWSHIP: Unsecured Creditors to Recoup 18% Under Plan ---------------------------------------------------------------- Kingdom Fellowship Christian Life Center Incorporated filed a small business chapter 11 plan and accompanying disclosure statement. General Unsecured Class are impaired and will receive a monthly payment of $1,265 beginning in month 1, and Payments ending in month 10 and monthly payment of $2,265 beginning in month 11, and Payments ending in month 60 for a total estimated recovery of 18%. The Plan Proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. Tables showing the amount of cash on hand on the effective date of the Plan, and the sources of that cash are attached to this disclosure statement as Exhibit F. A full-text copy of the Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y4676m84 from PacerMonitor.com at no charge. About Kingdom Fellowship Christian Life Center Based in Louisville, Kentucky, Kingdom Fellowship Christian Life Center Incorporated filed a petition for relief under Chapter 11 of the US Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-33459) on November 12, 2018, listing under $1 million in both assets and liabilities. Marque G. Carey, Esq. at Smith & Carey, PLLC, represents the Debtor as counsel. LEGACY JH762: Hires David Merrill of The Associates as Attorney --------------------------------------------------------------- Legacy JH762, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Associates as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties in the continued management of its business operations; b. advise the Debtor of its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; and c. represent the Debtor in negotiation with its creditors in the preparation of a plan. Fees the firm will charge for its services are: Hourly Rate ----------- Attorneys $450 Paralegals $120 to $145 David Lloyd Merrill, Esq., at The Associates, disclosed in court filings that he and his firm do not represent any interest adverse to the Debtor and its estate, and they are "disinterested persons" as required by Section 327(a) of the Bankruptcy Code. The firm can be reached through: David Lloyd Merrill, Esq. The Associates 105 S Narcissus Ave Suite 802 West Palm Beach, FL 33401 Phone: 561-877-1111 Fax: 772-409-6749 About Legacy JH762 LLC Legacy JH762, LLC owns three real properties in Pinehurst, N.C. and Jupiter, Fla., having a total comparable sale value of $5.1 million. Legacy JH762 filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-16308) on May 23, 2019. In the petition signed by James W. Hall, managing member, the Debtor estimated $5,100,100 in assets and $3,456,044 in liabilities. David L. Merrill, Esq., at The Associates, represents the Debtor as counsel. MACOM TECHNOLOGY: Moody's Lowers CFR to B3, Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded MACOM Technology Solutions Holdings, Inc.'s Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, and senior secured credit facilities rating to B3 from B2. Moody's also affirmed the Speculative Grade Liquidity rating of SGL-3. The rating outlook is stable. RATINGS RATIONALE The downgrade of the CFR reflects the execution risks involved in MACOM's planned operational restructuring, which aims to reduce the cost structure as revenues are expected to remain significantly below historical levels. The restructuring will include an approximately twenty percent reduction in the work force and the closing of seven of MACOM's twenty-four product development centers. Moody's believes that the potential operational disruptions created by a restructuring of this scale increases the risk of design losses, which would erode MACOM's competitive position over time. Moody's expects that MACOM's EBITDA margin and financial leverage metrics will remain weak over the next 12 to 18 months, with free cash flow to debt (Moody's adjusted) remaining below the mid-single digit percent level over the near term. The deterioration of credit metrics reflects further declines in revenues, the negative impact of operating leverage on the lower revenue base, and the approximately $10 million of cash costs of the restructuring. Lower revenues reflect the loss of sales to Huawei Technologies Co., Ltd. and related entities ("Huawei") following the placement of Huawei on the US Department of Commerce "Entity List." Moreover, Moody's expects that MACOM's data center revenues, which accounted for 24% of MACOM's fiscal second quarter revenues, will decline at least in the upper teens percent sequentially in the current fiscal quarter and will remain depressed over the near term due to the ongoing industry inventory correction. The B3 CFR reflects MACOM's weak credit profile as the company undergoes an operational restructuring to reduce the cost base to correspond with the depressed revenues. This is necessary until new revenue growth drivers materialize, including the ramp of spending by global telecom carriers on 5G networks and the resumption of capital spending by data centers. Moody's does not expect these growth drivers to materialize until calendar year 2020. Until then, Moody's believes that MACOM will consume cash of about $20 million in the second half of fiscal year 2019. Still, Moody's believes that MACOM has adequate liquidity and that MACOM will maintain a balance of cash and short term investments well above $125 million ($192.4 million at March 29, 2019), and revolver availability of at least $50 million, which should allow MACOM to fund anticipated cash consumption over the next 12 to 18 months. Eventually, Moody's expects new demand drivers to emerge which will allow MACOM to generate materially positive FCF. In addition, the debt maturity of the senior secured term loan is May 2024, which provides a long runway to stabilize the business. The B3 CFR also considers MACOM's position as a niche player in the analog semiconductor market, which tends to have longer product life cycles than the overall semiconductor market. MACOM also benefits from valuable intellectual property, which supports the gross margin over time. The stable outlook reflects Moody's expectation that MACOM's revenues will decline further in the fiscal third and fourth quarters, which will reduce EBITDA for the fiscal year 2019. Moody's expects that free cash flow ("FCF") will remain negative over the next two quarter but should improve in fiscal year 2020, with FCF to debt (Moody's adjusted) rising toward the mid-single digits percent level over the next 12 to 18 months. The stable outlook also reflects Moody's expectation that MACOM will maintain a balance of cash and short term investments well above $125 million and at least $50 million of availability under the revolver. Although unlikely in the near-term, the ratings could be upgraded if MACOM rapidly recovers with revenue growth sustained at least in the single digits percent with improving gross and EBITDA margins improving toward the upper teens percent level (Moody's adjusted). Moody's would expect for FCF to debt to be sustained at least in the mid-single digits percent level (Moody's adjusted). The ratings could be downgraded if cash consumption worsens or if the balance of cash and short term investments declines below $125 million. If Moody's believes that FCF to debt (Moody's adjusted) will remain no better than breakeven, the ratings could also be pressured. The senior secured credit facilities' B3 rating, the same as the corporate family rating, reflects the collateral (lien on all assets and capital stock of domestic subsidiaries), MACOM's single-class debt structure, with senior secured debt accounting for the entire debt capital structure, and the limited cushion of unsecured liabilities. Downgrades: MACOM Technology Solutions Holdings, Inc. Corporate Family Rating, downgraded to B3 from B2 Probability of Default Rating, downgraded to B3-PD from B2-PD Senior Secured Revolving Credit Facility, downgraded to B3 (LGD3) from B2 (LGD4) Senior Secured Term Loan B, downgraded to B3 (LGD3) from B2 (LGD4) Affirmations: MACOM Technology Solutions Holdings, Inc. Speculative Grade Liquidity rating, affirmed SGL-3 Outlook Actions: MACOM Technology Solutions Holdings, Inc. Outlook, remains stable MACOM Technology Solutions Holdings, Inc.("MACOM"), based in Lowell, Massachusetts, produces high performance analog communication semiconductor products across the radiofrequency spectrum. These include integrated circuits and discrete semiconductors used in data center, telecommunications infrastructure, industrial, and defense market applications, such as optical networking, telecom backhaul, and RADAR. MACOM utilizes a fab-lite manufacturing model, outsourcing a large portion of its semiconductor chip manufacturing, which limits capital expenditures. MAYFLOWER COMMUNITIES: PCO Files 2nd Report ------------------------------------------- Susan N. Goodman, the appointed Patient Care Ombudsman for Mayflower Communities, Inc., filed the second interim report before the U.S. Bankruptcy Court for the Northern District of Texas, dated June 24, 2019. During the visit, the PCO noted that there were no concerns received from the interview with the patient/residents and the nurse practitioner provider. Further, the PCO observed that the facility's care processes were observed. A full-text copy of the PCO's First Interim Report is available at https://is.gd/41Qq0p from PacerMonitor.com at no charge. About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R. Califano, and Rachel Nanes, serve as the Debtor's counsel. The Debtor also tapped Ankura Consulting Group, LLC as restructuring advisor; Larx Advisors, Inc. as financial advisor; Cushman & Wakefield U.S., Inc. as investment banker; and Donlin Recano & Company, Inc. as claims agent. The Office of the Trustee appointed an official residents' committee on Feb. 11, 2019. The residents' committee tapped Neligan LLP as its legal counsel. NATURE'S SECOND: Sale of Equipment to Joey Martin Approved ---------------------------------------------------------- Judge William V. Altenberger of the Southern District of Illinois authorized Nature's Second Chance Leasing, LLC's sale of the equipment described on Exhibit A at the prices reflected on that Exhibit to Joey Martin Auctioneers, LLC. The sale is free of all liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the proceeds of sale. The proceeds from the sale of the Sale Property will be paid by the Purchaser to the Debtor's counsel, and the Debtor's counsel will hold such net proceeds in trust pending further Order of the Court. The Order will take immediate effect and the 14-day period provided by Fed. R. Bankr. P. 6004(h) will not apply so that the sale may close immediately. The counsel for the Debtor will serve a copy of the Order by mail on all interested parties who are not served electronically. A copy of the Exhibit A attached to the Motion is available for free at: http://bankrupt.com/misc/Natures_Second_177_Sales.pdf About Nature's Second Chance Leasing Nature's Second Chance Leasing, LLC, is a trucking company based in Alton, Illinois. It was in the business of owning trucks, tractors, trailers, skid steers, and other Bobcat(R)-branded equipment, which it leased to its affiliated entity, Nature's Second Chance Hauling, LLC. Nature's Second Chance Hauling sought bankruptcy protection (Bankr. S.D. Ill. Case No. 18-30328) on March 19, 2018. Nature's Second Chance Leasing sought Chapter 11 protection (Bankr. S.D. Ill. Case No. 18-30777) on May 23, 2018. In the petition signed by Vern Van Hoy, managing member, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Steven M. Wallace, Esq., at Heplerbroom, LLC, as counsel. NEW ACADEMY: S&P Raises ICR to CCC+' Following Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings raised its issuer rating to 'CCC+' from 'SD' (selective default) on Katy, Texas-based sporting goods retailer New Academy Holding Co. LLC, which has just completed repurchases of its senior secured term loan facility due 2022 that the rating agency considered a distressed exchange. S&P also raised the issue-level ratings on the existing term loan facility to 'CCC+', with a recovery rating of '4', from 'D', as it does not expect the company to make additional repurchases of the debt for the remainder of the fiscal year. "The rating action reflects our view that New Academy's existing capital structure is unsustainable with its still significant debt burden and our expectation for weak operating performance to continue. We believe the company's long-term business prospects will continue to face pressure from established e-commerce and big-box retailers," S&P said. The negative outlook on New Academy reflects S&P's expectation that operating performance will remain weak with continued same-store sales declines and margin pressures over the next year. S&P believes operating performance will be challenged by heightened competitive landscape, economic weakness in oil and gas dependent markets, and tariffs imposed on products sourced from China. "We could lower the ratings if the company resumes its debt repayment activity below par in the next 12 months. We could also lower the ratings if same-store sales fall by high-single digits and EBITDA declines by more than 300 basis points, meaningfully reducing free operating cash flow in 2019 and causing the company to heavily rely on the revolving credit facility to fund business operations," S&P said. "We could revise the outlook to stable or raise the ratings if we anticipate sustained EBITDA growth and believe the risk of a distressed exchange or proactive debt restructuring is minimal," the rating agency said. This could happen if management executes on its merchandising strategy that resonates well, improves its omni-channel capability with enhanced customer experience to drive positive traffic, grow EBITDA in the mid-single digit percent range, and generate meaningfully positive free operating cash flow, according to the rating agency. NORTHBELT LLC: Modifies Treatment of Wilmington's Secured Claim --------------------------------------------------------------- Northbelt, LLC, filed an amended Chapter 11 Plan and accompanying disclosure statement to disclose that there is no unimpaired class of claims and to modify the treatment of the allowed secured claims of Wilmington Trust, N.A. Class 2: Allowed Secured Claim of Wilmington Trust, N.A. This Claim is an Allowed Secured Claim of Wilmington Trust, N.A. and shall be satisfied as follows: The Debtor disputes that there are monetary defaults owed to Wilmington Trust, N.A. as the debt has been kept current prior to and after the Chapter 11 filing. Any non-monetary defaults have already been cured by the Debtor. As of Confirmation the Debtor shall be fully in compliance with its loan documents and Wilmington Trust, N.A. shall have no basis for claiming a default against the Debtor following Confirmation based on any alleged pre-petition defaults and such terms of payment shall be as set forth in the original loan documents with no default. Class 3: Allowed Secured Claims of Mechanics Lien Holders. These Claims once Allowed Secured Claim shall be paid out fully over a period of 12 months from and after the Confirmation Date. Payments shall be made in equal monthly payments. These claims may be paid sooner in order to release the liens that secure such claims or to get the projects for which such liens were placed on the Debtor's property completed. The first payment is due on the fifteenth day of the first month following the Effective Date and all subsequent payments shall continue on the fifteenth day of each month thereafter until the allowed amount of the claim is paid in full. These claims shall be paid from the Replacement Reserve held by Wilmington Trust, N.A. Class 4: Allowed General Unsecured Claims are impaired. The Claims in this class will be paid by the Reorganized Debtor once Allowed at 100% of their Claims over 48 months. The payments shall commence on the first day of the month following the Effective Date and shall continue on the first day of each succeeding month thereafter until the end of the payment term as defined herein. The total of claims in this class is estimated at $300,000. The major source of funding for the Plan will come from the Debtor's future income and amounts held in reserve by Wilmington Trust. To the extent that the Debtor's business generates income, such income will used to fund the Plan. A full-text copy of the Disclosure Statement dated June 13, 2019, is available at https://tinyurl.com/y2c64ore from PacerMonitor.com at no charge. About Northbelt LLC Northbelt, LLC, a lessor of real estate headquartered in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-30388) on Jan. 28, 2019. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. The case is assigned to Judge Eduardo V. Rodriguez. Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. NUSTAR ENERGY: Fitch Affirms BB LT IDR & Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating for NuStar Energy, L.P. and NuStar Logistics, L.P.'s at 'BB'. The senior unsecured rating for Logistics is affirmed at 'BB'/'RR4' and the junior subordinated notes at 'B+'/'RR6'. The preferred equity ratings for Series A, B, and C for NuStar have also been affirmed at 'B+'/'RR6.' The Rating Outlook for both entities has been revised to Stable from Negative. The revised Outlook reflects NuStar's improved liquidity position and reduced leverage, which has fallen from a high of 6.4x at the end of 2017. Fitch calculates that leverage defined as total debt (adjusted for equity credit) to adjusted EBITDA was 5.3x at the end of 2018 versus 6.4x at the end of 2017. Spending is expected to rise in 2019. Fitch expects this to increase leverage to around 5.5x at the end of 2019. With projects coming on line and generating cash, Fitch expects leverage to improve and be between 4.4x and 4.8x by YE 2021. Logistics is an operating subsidiary of NuStar. Senior unsecured debt is issued by Logistics and is guaranteed by NuStar and an operating subsidiary, NuStar Pipeline Operating Partnership L.P. (NPOP). There is no debt outstanding at NPOP. KEY RATING DRIVERS Improved Liquidity Position: In May 2019, NuStar announced an agreement to sell its St. Eustatius assets for $250 million. This transaction is expected to close before the end of June 2019 and the partnership intends to use the proceeds for debt reduction and for capex. NuStar's liquidity is also enhanced following the $500 million bond offering that was completed in May. At March 31, 2019, there was $925 million drawn on the $1.4 billion revolver so these two events will greatly increase liquidity. Strategic growth spending is expected to be in the range of $500 million-$550 million in 2019 according to management projections and funding for this now appears to be complete while leaving the partnership in good liquidity position. Leverage Reduction in 2018: At the end of 2018, leverage (total debt with equity credit to adjusted EBITDA) was 5.3x, down from 6.4x at the end of 2017. Adjusting for the sale of NuStar's European assets that were sold in November 2018, Fitch estimates that pro forma leverage was 5.5x, which was better than Fitch's prior forecast of 5.8x to 6.2x for the end of 2018. With NuStar's slate of growth projects and unattractive equity markets, Fitch expects NuStar to be reliant on asset sales and additional debt to fund growth and as a result, 2019's YE leverage is expected to be around 5.5x. By the end of 2021, Fitch calculates that leverage should improve and be between 4.4x and 4.8x. 2018 Highlights: During the year, NuStar merged with its general partner which eliminated the burdensome distribution rights. In addition, the distribution was cut to $0.60/unit per quarter which results in approximately $190 million of retained cash. This improved the partnership's distribution coverage ratio, which was 1.4x at the end of 2018, up from 0.7x at the end of 2017. The partnership stated it wanted to have its leverage ratio (as defined by the bank agreement) in the range of 4.0x to 4.3x by the end 2019 and NuStar hit the low end of that range at the end of 2018. This target was partially achieved with the November 2018 sale of the European operations for $270 million. EBITDA Growth: Fitch calculates that 2018 adjusted EBITDA was $673 million versus $594 million in 2017. The increase was largely attributed to higher volumes in the pipeline segment which benefited from operations in the Permian. Better results in the pipeline segment more than offset weakness in the storage segment. NuStar has a number of projects to drive EBITDA growth in 2019 and beyond. It remains focused on growth in the Permian where volumes have been growing and it expects YE volumes to have throughput of 450,000 bpd by YE 2019 (versus 1Q19 average volumes of 350,000 bpd). NuStar also expects EBITDA growth from its Trafigura projects and from its Northern Mexico Supply project. Significant Use of Hybrids: NuStar has a large part of its capital structure coming from the Series A, B, C and D perpetual preferreds. The partnership has leaned on these securities when equity and debt markets were less attractive. In addition, the bank agreement excludes them from the definition of debt for purposes of its leverage calculation (Fitch assigns 50% equity credit to these four securities). As of YE 2018, the face value of these securities was nearly $1.4 billion (versus the face value of debt which was $3.1 billion). These securities come with high coupons: $227 million Series A 8.5%, $385 million Series B 7.625%, and $173 million Series C 9.0%. In addition, there are $590 million of Series D perpetual preferreds that were privately placed with EIG in June and July 2018, and the coupon is currently 9.75%. In addition, NuStar has $402.5 million of junior subordinated debt that receives 50% equity credit per Fitch's criteria. These are fixed-to-floating notes that were fixed at 7.625% until April 2018 when they became floating rate notes. At the end of 2018, the interest on these was 9.2%. DERIVATION SUMMARY The 'BB' rating reflects NuStar's size and scale, and elevated leverage. The partnership currently has a higher leverage profile than its investment-grade peers which operate in the crude oil, refined products pipelines and storage terminal segments, such as Plains All American LP (PAA). Fitch forecasts NuStar's leverage defined as (total debt to adjusted EBITDA with debt adjusted for equity credit) to be close to 5.5x by YE 2019. This is significantly higher than Fitch's 2019 leverage forecast for PAA. NuStar is smaller and less diverse than this peer, which has the advantage of size and scale that provides operational and geographic diversification as well as an advantage in accessing the capital markets. NuStar's leverage is higher than similarly rated 'BB' midstream energy issuers like Sunoco, LP and AmeriGas Partners, LP. Fitch expects Sunoco to have 2019 YE leverage in the 4.5x to 5.0x range and AmeriGas Partners, LP to have leverage in the range of 4.5x to 5.0x as of its fiscal yearend (Sept. 30, 2019) and decrease to 4.2x to 4.5x at the end of fiscal 2020. NuStar, however, generates more stable operating cash flow and exhibits lower leverage compared to NGL Energy Partners LP (B/Stable), which has some operations in crude transportation and refined products. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenues grow in 2019 largely due to continued growth in the pipeline segment, while the storage market remains unconstructive; revenue growth ramps up significantly in 2020 as new projects come online and generate increased cash flows; -- EBITDA margins are held at 32.5% in the forecast period, which is close to the four year historical average of 32.3%; -- The sale of St. Eustatius closes around the end of 2Q19 for approximately $250 million; -- Debt increases in 2019 to fund significant increases in dividends for the perpetual preferreds and increases in strategic spending; -- Distributions remain flat in 2019 and 2020; -- No equity is raised in 2019 or 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch may take positive rating action if leverage defined as total debt/adjusted EBITDA (and debt adjusted for equity credit) falls below 5.0x for a sustained period of time provided that NuStar has adequate cushion on its financial covenants. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Inability to complete the sale of St. Eustatius in the very near term; -- Inability to meet funding needs which could come from a lack of access to capital markets, inability to complete asset sales, or restricted liquidity which could occur if the revolver maturity is not extended; -- If Fitch calculates or projects that leverage (total debt/adjusted EBITDA and debt adjusted for equity credit) at YE 2020 is beyond 5.8x; -- Failure to reduce growth capex if funding is restricted or too heavily dependent on debt; -- Significant increases in capital spending beyond Fitch's expectations that have negative consequences for the credit profile. LIQUIDITY AND DEBT STRUCTURE Liquidity Sufficient: As of March 31, 2019, NuStar had total liquidity of $491 million which includes $475 million undrawn on its revolver that extends until 2020. Cash on the balance sheet was $16 million. In addition, NuStar has nearly $30 million available on a $35 million uncommitted line of credit which is not included in the total liquidity calculation. In connection with the bank agreement's 5th amendment effective June 28, 2018, the revolving credit facility was reduced to $1.575 billion from $1.75 billion. The same amendment also cut the facility size effective Dec. 28, 2018 to $1.4 billion. During the two commitment reductions, each lenders commitment was lowered on a pro rata basis. This most recent amendment also introduced a minimum interest rate coverage ratio of 1.75x beginning on June 30, 2018. As of March 31, 2019, interest coverage was 2.3x, just a tick above YE 2018 when it was 2.2x. NuStar's ability to draw on the revolver is also restricted by a leverage covenant defined by the bank agreement, which does not allow leverage to be greater than 5.0x for covenant compliance or 5.5x for two consecutive quarters following a qualifying acquisition. As of March 31, 2019, bank defined leverage was 4.1x which was in line with yearend 2018, and down significantly from 4.9x at the end of 2017. Fitch notes that the covenant calculation allows for the exclusion of its junior subordinated notes ($402.5 million), debt proceeds held in escrow for the future funding of construction ($43 million) and preferred equity (Series A, B, C, and D which total nearly $1.4 billion), and allows for the inclusion of pro forma EBITDA for material projects and acquisitions which should provide some cushion to covenant calculations. Fitch expects NuStar to remain covenant compliant, however, Fitch expects that the interest coverage ratio covenant may not have increased cushion until NuStar has EBITDA growth. NuStar calculates that its consolidated debt is $3.1 billion as of YE 2018 and of that, $1.5 billion is fixed rate. The remaining $1.6 billion is floating rate (largely based on LIBOR) with only $250 million hedged with an interest rate swap. Furthermore, the partnership's $402.5 million floating rate notes changed from a fixed rate of 7.65% to a floating rate effective April 2018. The interest rate on those notes was 9.5% at the end of the recent quarter, up from 9.2% at the end of 2018. Again, Fitch expects NuStar to remain covenant compliant but these points illustrate that interest expense is expected to increase. In June 2015, NuStar established a $125 million receivable financing agreement that can be upsized to $200 million. The borrowers are NuStar Energy LLC and NuStar Finance LLC, a special purpose entity and wholly owned subsidiary of NuStar. As of March 31, 2019, it had $52 million of borrowings outstanding under the agreement. The securitization program extends until September 2021. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch gives 50% equity credit to NuStar's $402.5 million junior subordinated notes due 2043 and its perpetual preferred equity securities which are nearly $1.4 billion. Fitch excludes cash raised from Gulf Opportunity bonds held in escrow for the future use of capex ($43 million) from its calculation of debt. OFFICE BARGAIN: 95 Showroom Objects to Disclosure Statement ----------------------------------------------------------- 95 Showroom Corp. objects to the Disclosure Statement for the Chapter 11 Plan of Reorganization of Office Bargain Center 2011, LLC. The Creditor complains that the Disclosure Statement does not reference the Administrative Expense, nor indicate whether the Debtor has the ability to fund the payment of the Administrative Expense upon confirmation of the Plan. The Creditor points out that the Disclosure Statement does not provide creditors with an estimate of the total amount of general unsecured claims that the Debtor expects will receive distributions through the Plan. The Creditor further complains that the Disclosure Statement should provide more details as to this creditor, as well as what steps the Debtor may bring to avoid and recover any monies so garnished which could benefit funding of the plan. The Creditor asserts that that the Disclosure Statement is misleading when it indicates on page 5 that "It relinquished its Broward premises to [Creditor]," this Statement is misleading, because the Disclosure Statement fails to provide creditors the timing upon which that relinquishment occurred, which ultimately resulted in the substantial administrative expense held by Creditor. According to Creditor, the Disclosure Statement at page 13 indicates that Classes 1, 2, 3 and 5 are unimpaired and Classes 4, 6 and 7 are impaired, however, a review of the Plan suggests that there are only a total of 4 Classes. The Creditor points out that it is suggested a note buried in the cash flow projection that the allowed unsecured Creditors would only be receiving $1,000.00 a month for the first 44 months of the distribution payment schedule and there would be an increase starting in month 45, nowhere in the Disclosure Statement, in the specific provisions, is this described. Attorneys for 95 Showroom: Brian S. Behar, Esq. 1855 Griffin Road Fort Lauderdale, FL 33004 Tel: (305) 931-3771 Fax: (305) 931-3774 About Office Bargain Center 2011 Office Bargain Center 2011, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-10226-RAM) on Jan. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert A. Mark. The Debtor hired Weiss Serota Helfman Cole & Bierman, P.L. as its legal counsel. OFFICE BARGAIN: SVF Transal Park Objects to Disclosure Statement ---------------------------------------------------------------- SVF Transal Park, LLC, as successor in interest to PR Transal Park, LLC, objects to the Disclosure Statement explaining the Chapter 11 Plan of Office Bargain Center 2011, LLC. SVF complains that the Disclosure Statement and Plan do not address the treatment of Claim Nos. 8, 10, and 12 to 16 (some of which were filed after the Debtor's Plan and Disclosure Statement). SVF points out that if all filed general unsecured claims are allowed in full, allowed Class 2 claims should actually be paid approximately $5,200 per month (instead of $1,950 per month), under the Plan. According to SVF, based on the Debtor's Cash Flow Projection, the Debtor's projected income will be insufficient or barely sufficient to meet actual Plan payment obligations for Class 2 claims, if all filed general unsecured claims are allowed. SVF further complains that the Cash Flow Projection does not account for cash flow during the life of the 5 year plan. Rather, it only includes projections through December 2019. SVF asserts that the Disclosure Statement does not account for payment of SVF's Stipulated Admin Claim or the Former Landlord's Admin Claim, if allowed. SVF points out that the Liquidation Analysis describes a liquidation value of $147,119, but does not indicate how this valuation was estimated or derived. Attorneys for SVF: Alexandra D. Blye, Esq. CARLTON FIELDS 525 Okeechobee Blvd., Suite 1200 West Palm Beach, FL 33401 Telephone: (561) 659-7070 Facsimile: (561) 659-7368 Email: ablye@carltonfields.com About Office Bargain Center 2011 Office Bargain Center 2011, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-10226-RAM) on Jan. 7, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $1 million. The case has been assigned to Judge Robert A. Mark. The Debtor hired Weiss Serota Helfman Cole & Bierman, P.L. as its legal counsel. PARKLAND FUEL: Fitch Assigns BB LongTerm IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned a first time Long-Term Issuer Default Rating (IDR) of 'BB' to Parkland Fuel Corporation. Additionally, Fitch has assigned a Senior Unsecured Rating of 'BB'/'RR4' to Parkland's senior unsecured notes. The Rating Outlook is Stable. Parkland's ratings and Stable Outlook reflect its unique business characteristics as a fully integrated downstream petroleum company, which features a strong retail fuel presence in Canada and the Caribbean as well as supporting distribution and logistics businesses and small relative refining operations. Fitch views the cash flow stability gained through Parkland's integrated operations as well as diversified asset base as supportive of higher relative credit quality. The company has grown measurably over the past few years through a combination of acquisitions (a few large and many small), including compelling synergy capture, and steady capital spending on organic initiatives. Risks remain on successful integration and synergy capture related to the latest sizable acquisition in the Caribbean, as well as the cash flow variability characteristic of the refining industry. The 'RR4' rating for the senior unsecured notes reflects Fitch's expectation for 'Average' recovery for the debt security in the event of default. KEY RATING DRIVERS Diversification Across the Downstream Value Chain: Parkland is able to drive value through its strong retail and commercial service station footprint by creating and exploiting cost/supply advantages via the downstream integration, securing attractive margins to support consistent cash flow generation. This advantage is meaningful versus non-integrated fuel retailer peers. The company's diversified business model and vertical integration also help smooth some of the volatility that is common in the refining space, supporting higher credit quality versus stand-alone refiner peers. Having its own retail outlet for finished product sourced both internally and externally, in addition to having the capability to move, store and deliver that product to customers provide Parkland an offset, as well as a simple buffer, to the cyclical lows that are inherent in the refining industry. Size, Scale and Asset Quality: Parkland's retail and commercial franchises in Canada and the Caribbean display size and scale advantages and geographic and product diversification. Parkland has over 1,800 retail service stations across Canada and more than 500 in the Caribbean. In Canada and the Caribbean, Parkland has regionally relevant brands in close proximity to the major population centers (the company cites that 84% of Canadians live within a 15 minute drive of a Parkland service station). Parkland has a dominant retail position in many of the Caribbean countries where it operates, meaningful shipping capabilities, and control of essential distribution and supply assets [garnering regulated margins on roughly 45% of the International business (onshore volumes only)]. Size/scale in the U.S. is very small currently, but the company is expanding its retail, commercial and wholesale capabilities off the back of advantages developed just north of the border. The juxtapositions within Parkland's refining operations in Burnaby, British Columbia as it relates to size, scale and asset quality are distinct. Currently, the company operates only a single, small capacity, low complexity refinery. Fitch typically views refining companies with less than 100,000 bpd of capacity as well as single asset refineries as being more consistent with a 'B' credit profile, if it were a standalone refining business. Fitch does believe Parkland's single refinery possesses some geographic advantages. It is strategically connected by pipeline to the Trans Mountain Pipeline and its tank farm in Burnaby as well as being located on Burrard inlet, in close proximity to Vancouver, and fully integrated with Parkland's commercial/wholesale and retail businesses in Western Canada, and as such not a merchant refiner. Fitch believes that these unique characteristics provide more cash flow and earnings stability than Parkland would have without integration. Stable Credit Metrics: To account for the company's material operating leases, Fitch is utilizing the lease adjusted gross debt/EBITDAR metric in its analysis of Parkland to incorporate the off-balance sheet nature of this type of financing (capitalizing lease expense at an 8x multiple). Fitch forecasts lease adjusted gross debt/EBITDAR to average between 3.6x-3.9x over 2019-2022. In contrast, lease adjusted gross debt/EBITDAR stood at 5.4x in 2017. Fitch believes that the retail, commercial and wholesale fuel businesses will generate fairly consistent earnings and cash flows for Parkland, which help insulate the company from the more varied margins and returns in supply & distribution/refining. Additionally, management has stated its commitment to keep leverage within a relatively conservative range (even with acquisitions). Model Provides Opportunities: The company is expected to grow earnings and cash flow over the coming years driven by both organic growth and accretive acquisitions, supporting an improving credit profile over the forecast period. Vertical downstream integration serves the dual purpose of garnering reliable, lower cost supply for retail, commercial and wholesale and allowing for growth within existing markets and expansion into new markets. Examples of this include the company's expansion into the highly competitive U.S. commercial and retail gasoline market by leveraging off supply advantages developed nearby in Canada. Another example would be the company's meaningful expansion of its non-fuel offerings at its retail locations (driving material margin uplift over the past few years). Acquisition Proficiencies: Parkland has grown meaningfully over the past few years largely on the back of successful acquisitions, with synergy capture after the fact and steady organic growth all along the way. The company has been able to, with the Ultamar (CAD978 million) and Chevron Canada (CAD1.68 billion) acquisitions, both acquired in 2017, generate a projected ~50% synergy capture (defined by the company as EBITDA lift post-acquisition). Earlier in 2019, the company moved into the Caribbean with the purchase of 75% of Sol Investments for CAD1.5 billion to obtain a dominant fuel marketing position in 23 countries (generating roughly CAD210 million in annual adjusted EBITDA, net to Parkland) with extensive supply and distribution assets. Parkland has been adept in not only sourcing and closing attractive deals but also in making the most out of the acquired assets post-transaction, supporting Fitch's assumptions for modestly improving leverage metrics beyond the next two fiscal years. Volatility in Refining: Refining remains one of the most cyclical of corporate sectors, and is subject to periods of boom and bust, with sharp swings in crack spreads over the cycle. The last major bust period was 2009, when collapsing oil prices and lagging costs led industry margins to collapse. The rebound in market conditions was also relatively quick however, as the industry tends to adjust rapidly. Given the rest of Parkland's portfolio is highly ratable, refining remains a source of potential variability in results going forward. The retail, commercial and wholesale fuel and the marine & aviation and logistics operating segments tend to be less cyclical and Parkland's positions in Canada and the Caribbean are expected to benefit from the company's position as one of the largest competitors in the regions. DERIVATION SUMMARY Parkland is somewhat unique relative to Fitch's coverage given its diversification across the midstream and downstream value chain, especially given the relatively small size and scale of its refining operations. From a business line perspective, though orders of magnitude smaller in size and scale, Fitch sees Marathon Petroleum Corporation (MPC; BBB/Stable) as a peer. Fitch views a one full rating category difference between Parkland and MPC as appropriate given Parkland's distinctive characteristics, significantly smaller size and scale and weaker relative financial profile. Credit rating differences, relative to MPC, arise from Parkland's 'single refiner risk' factor as well as the substantially smaller size and scale (and complexity) of Parkland's refining operations. Fitch views similarly rated Sunoco LP (SUN; BB/Stable) as a relevant peer for the distribution part of Parkland's business. Differences in credit profile, relative to SUN, arise from Parkland's advantaged position as a fully integrated downstream operator. However, Fitch view's SUN as having greater margin stability due to its multi-year take-or-pay fuel supply agreement with a 7-Eleven subsidiary (under which SUN will supply approximately 2.2 billion gallons of fuel annually), as well as no refining operations. Puma Energy Holdings Pte Ltd (BB/Negative Outlook) is a global integrated midstream and downstream peer with storage, distribution, fuel-retailing and B2B activities across the globe. Relative to Parkland, Puma has more exposure to developing economies and foreign currency risks, globally, a slightly larger size and scale, and leverage slightly lower, but generally consistent with Fitch's expectations for Parkland. Leverage, as measured by lease adjusted gross debt to EBITDAR, is roughly one half to one full turn worse than MPC and Fitch does not forecast improvement in that metric for Parkland until later in the forecast period. Furthermore, Parkland's leverage is expected to be at least one turn better than Sunoco's over the forecast period, based on Fitch's expectations for SUN's debt/adjusted EBITDA to remain between 4.5x-5.0x. Parkland's weaker relative financial profile is a factor considered in the credit rating difference between MPC and Parkland. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Little to no Canadian retail sales volume growth over the forecast period but adjusted gross margins improve gradually from 10% in 2018 to 10.6% in 2022, driven by successful non-fuel sales expansions; -- USA continues to grow through acquisitions with volumes increasing 15% YOY in 2019 & 2020 before levelling off in 2021, while margins remain flat with 2018 over the forecast period; -- Little to no International volume growth but margin improvement expected as Parkland optimizes logistics/distribution in these businesses as well as takes costs out of the system; -- Refining utilization of 92%-93% in years without a major turnaround; -- Roughly CAD1.6 billion of organic growth capital spent over the forecast period bolstered by ~CAD1.0 billion of acquisitions (beyond Sol that closed in January 2019); -- Minimal debt issuances/repayments over the forecast period, upcoming maturities are assumed to be refinanced. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Expected or actual fiscal year with lease adjusted gross debt to EBITDAR below 3.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Lease adjusted gross debt to EBITDAR (capitalizing rent at 8x) above 4.0x on a sustained basis. Attractive acquisitions that push this metric above the negative sensitivity temporarily will be reviewed on a case by case basis; -- Acquisitions that increase overall business risk and/or are not financed in a balanced manner. LIQUIDITY Liquidity Adequate: As of March 31, 2019, Parkland had CAD264 million in cash and CAD616 million in availability under its revolving credit facility. Parkland has no material maturities until 2021. The company amended its secured revolving credit facility on Jan. 8, 2019 (coinciding with the close of the Sol acquisition), expanding total capacity and extending the maturity date to January 2023. The agreement requires the company to maintain a senior funded debt to credit facility EBITDA ratio of below 3.5x (as well as a total funded debt to credit facility EBITDA ratio of below 5.0x) and an interest coverage ratio above 3.0x. As of March 31, 2019, Parkland was in compliance with its covenants, and Fitch believes that Parkland will remain in compliance with its covenants. The credit facility is secured by the assignment of insurance and priority interests on all present and future Parkland properties and assets. FULL LIST OF RATING ACTIONS Parkland Fuel Corporation -- Long-Term IDR 'BB'; -- Senior Unsecured 'BB'/'RR4'. The Rating Outlook is Stable. PAYAM NAWAB: $170K Sale of Rockville Condo Unit 108 Approved ------------------------------------------------------------ Judge Lori S. Simpson of the U.S. Bankruptcy Court for the District of Maryland authorized Payam Nawab's private sale of his interest in the residential condominium located at 10500 Rockville Pike, #108, Rockville, Maryland to Gopalakrishna I. Bangalore $170,000. The title company or closing agent for the sale of the Rockville Pike Property is authorized to pay all liens securing the Rockville Pike Property plus all costs of closing and any escrow fees, title premiums, closing costs, unpaid property taxes and any other fees and costs of sale and to remit the balance of the net sales proceeds to the Sellers, Borzou Biabani and Payam Nawab, in equal shares The Order is effective immediately and will not be subject to a 14-day stay as provided in Bankruptcy Rule 6004(h). Payam Nawab sought Chapter 11 protection (Bankr. D. Md. Case No. 14-23775) on Sept. 4, 2014. On Jan. 8, 2016, the Court entered an order confirming the Debtor's the Chapter 11 Plan of Reorganization. PIKE CORP: Moody's Affirms B2 Corp Family Rating, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Pike Corporation's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B2 rating for the company's senior secured first-lien credit facilities, consisting of a $100 million revolver and a $935 million term loan. The ratings outlook remains stable. "While this debt-funded dividend to Eric Pike and NextEra Energy, Inc. (including partial preferred redemption for NextEra) is a leveraging transaction, Pike's good performance, partially aided by favorable unpredictable storm revenue in the last couple of years, and solid execution has allowed it to consistently generate cash and pay down debt, " said Moody's analyst Inna Bodeck. "Pike is well positioned within the B2 rating category and has good flexibility to continue to pursue acquisitions." Earlier this month Pike raised a $117 million second-lien bridge term loan, a portion of which was used to make a dividend payment to its owners Eric Pike and NextEra. The remaining proceeds were used to finance the redemption of preferred stock owned by NextEra and certain family members, and add roughly $3 million of cash to the balance sheet. Moody's affirmed the ratings because Pike's good earnings growth and voluntary reduction of debt ($120 million in the last year) results in debt-to-EBITDA leverage of 4.4x (LTM 3/31/2019 pro-forma for the shareholder distributions) and EBITA-to-interest coverage of 2.0. Moody's projects that debt-to-EBITDA leverage will increase to approximately 5.0x by the end of 2019 due to some of the outsized storm earnings in 2018 rolling off, but this still gives Pike flexibility within Moody's leverage expectations for the rating category. Moody's also expects that the free cash generation will be approximately $40 million in the next 12 months, assuming normalized storm revenue. The B2 first lien facility ratings were additionally affirmed because it is Moody's expectation that Pike will issue first-lien debt in the near future to at least partially refinance the second-lien bridge term loan due June 2020. Any delay in refinancing will create liquidity concerns given the maturity of the second-lien term loan. Moody's took the following rating actions on Pike Corporation: Corporate Family Rating, affirmed B2 Probability of Default Rating, affirmed B2-PD $100 Million Gtd Senior Secured First-lien Revolving Credit Facility due 2022, affirmed B2 (LGD3) $935 Million (currently $815 million outstanding) Gtd Senior Secured First-lien Term Loan due 2025, affirmed B2 (LGD3) Outlook, remains Stable RATINGS RATIONALE Pike's B2 CFR broadly reflects the company's moderate scale in a competitive industry and geographic, end market and customer concentration. Pike's credit profile continues to be supported, however, by good industry tailwinds and solid execution. Moody's anticipates ongoing revenue and earnings growth as utilities continue to focus on replacing aging infrastructure and rely on third parties to provide engineering and construction services. The company's master service agreements will also continue to support relative revenue stability and stickiness. Pro forma for the debt-funded dividend and partial preferred redemption, Moody's expects debt-to-EBIDTA will increase to about 4.4x (LTM 3/31/2019 vs. pre-transaction leverage of 4.0x) and to 5.0x at the end of 2019 assuming normalized storm revenue. This positions Pike comfortably in the B2 rating category and gives it flexibility for tuck-in acquisitions. The stable ratings outlook reflects Moody's expectation that Pike will continue to benefit from favorable industry dynamics and good customer relationships. It also assumes that the company will leverage its ability to generate good free cash flow to partially fund potential tuck-in acquisitions. Additionally, it incorporates Moody's expectation that Pike will refinance the second lien term loan at a manageable cost in the near future. A downgrade could occur if deteriorating operating results, debt-financed acquisitions or shareholder distributions result in the company's debt-to-EBITDA being sustained above 5.5x, or FFO/debt sustained below 12.5%. A weakening of liquidity including failure to refinance the second-lien term loan on a timely basis will also result in a downward pressure. The ratings could be upgraded if the company increases its scale and geographic diversification and improves its cash generating ability, as evidenced by FFO/debt greater than 17.5%, while maintaining good margins and debt to EBITDA below 4.0x. The principal methodology used in these ratings was Construction Industry published in March 2017. Headquartered in Mount Airy, North Carolina, Pike Corporation provides installation, repair and maintenance and storm restoration services for investor-owned, municipal, and cooperative electric utilities in the United States. The company provides engineering and design services and constructs and maintains substations, underground and overhead distribution networks and transmission lines. The company is privately owned by Eric Pike and NextEra. Revenue for the twelve months ended March 31, 2019 approximated $1.3 billion. PLAINVILLE LIVESTOCK: Trustee's Auction of Plainville Assets OK'd ----------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized the sale procedures of James A. Overcash, the Chapter 11 Trustee Plainville Livestock Commission, Inc. and Plainville Livestock, LLC, in connection with the sale of personal property at auction to be conducted at the location of the real property located at 907 NW 3rd Street, Plainville, Kansas. The sale will be free and clear of liens. The Judge will conduct the Sale Hearing on June 28, 2019 at 9:00 a.m. (CT). The Objection Deadline is June 27, 2019 at 4:30 p.m. (CT). Within one business day after the entry of the Order, the Trustee will serve the Sale Motion and a copy of the Order upon (i) all entities known to have expressed an interest in a transaction with respect to the assets or a portion thereof; and (ii) all entities requesting notice on the Court's ECF System. The Trustee is not required to mail the Order to the creditors' matrix on file with the Court. The terms of sale and sale procedures, as set forth in the Sale Motion are approved in their entirety, and will govern all proceedings relating to the sale except as modified by the stipulation between CNH Industrial Capital America, LLC and the Trustee. Notwithstanding Fed. R. Bankr. P. 6004(g), the Order will become immediately effective upon entry. A list of assets to be auctioned and the sale procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Plainville_Livestock_131_Sales.pdf About Plainville Livestock Commission Plainville Livestock Commission, Inc., operates a livestock auction house in Kansas. It conducts a weekly cattle sale every Tuesday, selling all classes of cattle. Plainville Livestock Commission sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 19-10293) on March 1, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of between $10 million and $50 million. The case is assigned to Judge Robert E. Nugent. Hinkle Law Firm, LLC serves as the Debtor's bankruptcy counsel. RB SMITH LAND: $1.3M Sale of Dawson Property to Fortune Approved ---------------------------------------------------------------- Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana authorized RB Smith Land, LLC's sale of the real property, personal property and improvements located in Dawson County, Montana, to Fortune Properties, LLC for $1.3 million. The Real Estate is described as: a. Tract 2: A Tract of Land Lying in the Southeast Quarter of the Southeast Quarter of Section 22, Township 16 North, Range 55, East of the MPM, Dawson County, Montana, more particularly described as Certificate of Survey No. 723, Recorded Dec. 30, 1987 at 11:10 a.m. as Document No. 381332 in the Office of the County Clerk and Recorder in and for Dawson County, Montana. b. Tract 3: A Tract of Land Lying in the Southeast Quarter of the Southeast Quarter of Section 22, Township 16 North, Range 55, East of the MPM, Dawson County, Montana, more particularly described as Certificate of Survey No.724 Recorded Dec. 30, 1987 At 11:11 a.m. as Document No. 381333 in the Office of the County Clerk and Recorder in and for Dawson County, Montana. The sale is free and clear of liens and interests. All valid liens will attach to the proceeds of the sale and will be paid in accordance with the Debtor's Motion. The Order constitutes a final and appealable order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding Bankruptcy Rules 6004(g), and to any extent necessary under Bankruptcy rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, and made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of the Order. About RB Smith Land RB Smith Land LLC, based in Glendive, MT, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 18-61161) on Dec. 12, 2018. In the petition signed by Brady J. Smith, vice president, the Debtor disclosed $1,606,124 in assets and $518,800 in liabilities. The Hon. Benjamin P. Hursh presides over the case. James A. Patten, Esq., at Patten Peterman Bekkedahl & Green, PLLC, serves as bankruptcy counsel. RIVOLI & RIVOLI: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rivoli & Rivoli Orthodontics, P.C. 77 Nichols Street Spencerport, NY 14559 Business Description: Rivoli & Rivoli Orthodontics, P.C. -- http://www.rivoliortho.com-- offers orthodontic services with locations in Spencerport, Rochester, Webster, and Brockport New York. Chapter 11 Petition Date: June 21, 2019 Court: United States Bankruptcy Court Western District of New York (Rochester) Case No.: 19-20627 Judge: Hon. Warren, U.S.B.J. Debtor's Counsel: Daniel F. Brown, Esq. ANDREOZZI BLUESTEIN LLP 9145 Main Street Clarence, NY 14031 Tel: 716-633-3200 Fax: 716-565-1920 E-mail: dfb@andreozzibluestein.com Total Assets: $233,492 Total Liabilities: $1,778,831 The petition was signed by Peter S. Rivoli, 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/nywb19-20627.pdf SARU CONTRACTING: Seeks to Hire Yitzhak Law Group as Legal Counsel ------------------------------------------------------------------ Saru Contracting Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District to hire The Yitzhak Law Group as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties in the management of its bankruptcy estate; b. assist in the preparation, review and amendment of a disclosure statement and plan of reorganization; c. negotiate with the Debtor's creditors and take the necessary legal steps to confirm and consummate the plan; d. provide all other legal services that may be necessary and proper for its reorganization. Yitzhak's hourly rates are: Erica T. Yitzhak $450 Lavinia Acaru $325 Junior Associate $275 Paralegal $125 Yitzhak will be paid based upon its normal and usual hourly billing rates and will receive a retainer in the amount of $3,500. The firm will also be reimbursed for work-related expenses incurred. Erica Yitzhak, Esq., a partner at The Yitzhak Law Group, disclosed in court filings 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. Yitzhak can be reached at: Erica T. Yitzhak, Esq. The Yitzhak Law Group 17 Barstow Road, Suite 406 Great Neck, NY 11021 Telephone: (516) 466-7144 Facsimile: (516) 466-7145 E-mail: erica@etylaw.com About Saru Contracting Inc. Saru Contracting Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-73805) on May 29, 2019, listing under $1 million in both assets and liabilities. Erica T. Yitzhak, Esq., at The Yitzhak Law Group, is the Debtor's counsel. SECURED CAPITAL: Seeks to Hire Buss-Shelger Associates as Appraiser ------------------------------------------------------------------- Secured Capital Partners, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Buss-Shelger Associates, Real Estate Consultants to conduct an appraisal of its real property located at 1652 Tower Grove Drive, Beverly Hills, Calif. The firm will charge a flat fee of $18,135 for the appraisal report and $325 per hour for additional services, which include preparing for and attending depositions, mediations, legal settlement meetings or trials. Ronald Buss, principal of Buss-Shelger Associates, disclosed in court filings that his firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ronald L. Buss, MAI Buss-Shelger Associates 970 W. 190th Street, Suite 350 Torrance, CA 90502 Phone: (213) 388-7272 Email: bussshelger@pacbell.net About Secured Capital Partners, LLC Secured Capital Partners, LLC, a privately held company in Beverly Hills, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-16243) on May 29, 2019. In the petition signed by Franco Noval, managing member, the Debtor estimated $100,000 to $500,000 in assets and $50 million to $100 million in liabilities. The case has been assigned to Judge Barry Russell. Daniel A. Lev, Esq., at SulmeyerKupetz, A Professional Corporation, represents the Debtor as counsel. SECURED CAPITAL: Seeks to Hire Ronald Richards as Special Counsel ----------------------------------------------------------------- Secured Capital Partners, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Ronald Richards & Associates, APC as its special litigation counsel. The firm will represent the Debtor in two separate lawsuits pending in the Los Angeles Superior Court: (i) Secured Capital Partners, LLC, et al. v. Hughes Investment Partnership, LLC, et al. (Case No. 19SMCV00567), and (ii) Hughes Investment Partnership, LLC v. Secured Capital Partners, LLC, et al.(Case No. BC636286). Ronald Richards, Esq., principal of the firm, will be paid an hourly fee of $895. His associates will charge $450 per hour. Mr. Richards disclosed in court filings that his firm is a "disinterest person" as that term is defined in Section 101(14) and does not have any interest adverse to the Debtor and its estate. The firm can be reached through: Ronald Richards, Esq. Law Offices of Ronald Richards & Associates, A Professional Corporation P.O. Box 11480 Beverly Hills, CA 90213 Phone: 1-310-556-1001 Fax: 1-310-277-3325 Email: ron@ronaldrichards.com About Secured Capital Partners, LLC Secured Capital Partners, LLC, a privately held company in Beverly Hills, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-16243) on May 29, 2019. In the petition signed by Franco Noval, managing member, the Debtor estimated $100,000 to $500,000 in assets and $50 million to $100 million in liabilities. The case has been assigned to Judge Barry Russell. Daniel A. Lev, Esq., at SulmeyerKupetz, A Professional Corporation, represents the Debtor as counsel. SENIOR NH: PCO Files 2nd Report ------------------------------- William Whited, the Patient Care Ombudsman appointed for Senior NH LLC, submitted a Second Report before the U.S. Bankruptcy Court for the Northern District of Georgia concerning Enid Senior Care Nursing facility covering the period of January 2, 2019, through June 24, 2019. Based on the Report, the PCO noted that the facility is not in substantial compliance with the licensure requirements. The facility was non-compliant after deficient practices were identified during the May 22, 2019 revisit. Further, the PCO observed that the facility staff have been polite and professional during the visit and that all supplies and food stocks have been adequate during each Ombudsman visit. A full-text copy of the Report, dated June 24, 2019, is available at https://is.gd/gRdJPO from PacerMonitor.com at no charge. About Senior NH LLC Senior NH, LLC, operates a one hundred bed skilled nursing facility known as the Enid Senior Care located at 410 N. 30th Street, Enid, Oklahoma. Senior NH sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-65904) on Sept. 21, 2018. In the petition signed by Christopher F. Brogdon, managing member, the Debtor estimated assets of less than $10 million and debt under $50 million. The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N. Stapleton, P.C., as counsel. SOUTH TEXAS INNOVATIONS: To Surrender Equipment to Woodforest ------------------------------------------------------------- South Texas Innovations, LLC, filed an Amended Chapter 11 Plan and accompanying Disclosure Statement proposing that all encumbered equipment will be surrendered to the secured creditor - Woodforest, all litigation claims being transferred to the Litigation Trust, and all remaining assets and rights of the Debtor shall vest in South Texas Innovations, LLC. Class 3 - General Unsecured Claims against the Debtor are impaired. Based on the claims register and the schedules, the Debtor has unsecured claims of approximately $10 Million. This number may not include all tort claims, unliquidated claims or claims for litigation damages. Under the Plan, each unsecured creditor of the Debtors shall receive a beneficial interest in the Litigation Trust, and will receive the net proceeds of the Litigation Trust pro-rata. The Plan and the Litigation Trust Agreement should be consulted for details. Class 1 - Secured Claim of Woodforest Bank against the Debtor are impaired. Woodforest National Bank that asserts a lien on the Debtor’s assets for for approximately $7 million. All equipment encumbered by the Woodforest claim will be surrendered, with all remaining collateral transferred to the Litigation Trust. Woodforest National Bank is the only secured creditor, asserting a lien against all of the Debtor’s assets. The Debtor currently has approximately $61,000.00 on hand, with the remainder of assets in receivables and claims on completed jobs. A full-text copy of the Amended Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y2zf45xd from PacerMonitor.com at no charge. About South Texas Innovations Creditors Titan Formwork Systems LLC, Superior Crushed Stone LC and T-Star Sawing & Drilling LLC filed a Chapter 7 involuntary petition (Bankr. S.D. Texas Case No. 18-34245) against South Texas Innovations LLC on Aug. 3, 2018. The creditors are represented by Lisa M. Norman, Esq. On November 1, 2018, the Chapter 7 case was converted to one under Chapter 11 (Bankr. S.D. Texas Case No. 18-34245). The case has been assigned to Judge David R. Jones. The Debtor tapped Walker & Patterson, P.C. as its legal counsel. ST. JOSEPH ENERGY: S&P Affirms 'BB-' Ratings on Sr. Sec Facilities ------------------------------------------------------------------ S&P Global Ratings affirmed the 'BB-' ratings on the senior secured facilities of St. Joseph Energy Center LLC, which is upsizing its term loan B by about $21 million. The outlook is stable. The '1' recovery rating is unchanged, indicating S&P's expectations of very high (90%-100%; rounded estimate: 90%) recovery in a default scenario. SJEC's highly efficient heat rate places the plant near the bottom of the dispatch stack. At a heat rate of 6,600-6,800 Btu per kWh, SJEC is one of the lowest-cost power producers in the heavily coal-dominated AEP region of PJM. SJEC has operated in line with S&P's expectations since it reached COD, and the rating agency expects the plant to continue to operate at about a 90% capacity factor and dispatch close to availability. The stable outlook reflects S&P's expectation that the project's performance will remain strong, with capacity factors around 90% and spark spreads in the $11.5-$12.5 range in the upcoming 12 months. S&P projects DSCRs above 2x until 2025, and a minimum of around 1.40x in the post-refinancing period, in which the rating agency expects the project will have around $320 million outstanding at maturity on its term loan B. "We could lower the ratings if we see the project minimum DSCR drop below 1.35x. This could occur if energy margins deteriorate, resulting in lower cash flow sweeps that increase the outstanding debt at refinancing, which we consider a key rating driver," S&P said. "While unlikely over the next year or so, we could raise the ratings if the project is able to materially deleverage, reaching a projected DSCR of above 1.6x. This could occur if spark spreads increase materially from our expectations," the rating agency said. SUPER QUALITY: Objects to 11 Broadway's Priority Wage Claim ----------------------------------------------------------- On April 9, 2019, the Bankruptcy Court approved on a final basis as containing adequate information the Disclosure Statement explaining the Third Amended Chapter 11 Plan filed by Super Quality Cleaners, LLC. The Court takes confirmation of Debtors Chapter 11 Plan under advisement and will issue its ruling within the time specified in 11 U.S.C. Section 1129(e). On June 10, the Debtor filed a Fourth Amended Plan and accompanying disclosure statement to disclose that the Debtor has filed an objection to Claim 2-1, the priority wage claim filed by 11 Broadway. Upon information and belief, 11 Broadway represents the 21 plaintiffs in the federal case Canizalez v. Super Quality, Case No. 1:16cv02246-MSK-STV (D. Colo) represented by AndersonDodson, P.C. A group of plaintiffs in the federal case of Canizalez v. Super Quality, Case No. 1:16-cv-02246-MSK-STV (D. Colo.) have filed a Proof of Claim (Claim 9-1, Part 2) and assert a priority wage claim. However, part 5 to the same proof of claim asserts that the alleged damages were calculated with the assumption that the wage practice at issue ended on February 17, 2017. This case was filed November 22, 2017, over nine months after the alleged wrongful wage practice ended. Accordingly, there were no unpaid wages on the Petition Date earned within 180 days before the bankruptcy petition was filed. Additionally, the Debtor disputes the amount of the claim and the amount of the attorney fees included in the claim. The Debtor has objected to the allowance of Proof of Claim 9-1. Class 4 General Unsecured Creditors are impaired. Allowed Class 4 Claims shall receive their pro rata share of the Net Profits Fund. Distributions from the Net Profits Fund shall continue for 5 years following the Effective Date. Distributions to Class 4 claimants shall not exceed the amount of the Allowed Unsecured Claims plus interest calculated at two and a half percent (2.5%) per annum. Class 1 U.S. Bank, N.A. d/b/a U.S. Bank Equipment Finance are impaired. The Debtor has been making its regular payments to U.S. Bank, N.A. since the Petition Date and after application of those payments. The Debtor will retain the U.S. Bank Collateral and the Equipment Finance Agreement at issue will be assumed and paid pursuant to its original terms until paid in full. Payments and distributions under the Plan will be funded by cash flow from operations, post-confirmation loans, and contributions of capital from the Debtor’s members, who are also Plan Proponents. A full-text copy of the Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y6qqv7st from PacerMonitor.com at no charge. About Super Quality Cleaners Super Quality Cleaners, LLC is a dry-cleaning plant located in Colorado Springs, Colorado. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20703) on November 21, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. The Debtor hired Wadsworth Warner Conrardy, P.C. as its bankruptcy counsel and Waugh & Goodwin, LLP as its accountant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Super Quality Cleaners, LLC, as of Jan. 24, according to a court docket. SUPERIOR PLUS: S&P Alters Outlook to Stable, Affirms 'BB' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Superior Plus Corp. to stable from negative and affirmed its 'BB' issuer credit rating on the company based on the company's successful integration of the NGL propane assets and expectation for realizing synergies earlier than previously anticipated. S&P's outlook revision on Superior primarily reflects the alleviation of the integration risks associated with the NGL and Canwest Propane acquisitions and expectation that the company will maintain adjusted funds from operations (FFO)-to-debt above 20%. Superior has fully integrated the NGL propane acquisition and expects to realize US$20 million in synergies by year-end 2019, a year ahead of S&P's previous expectations. In addition, the company has realized most of the synergies related to the Canwest Propane acquisition. The rating agency also expects Superior to generate modestly higher cash flows that, coupled with gradual deleveraging from excess cash flows, should enable it to maintain credit measures commensurate with the current rating. S&P expects cash flows from the energy segment to increase materially in 2019 relative to 2018, as full-year NGL results are incorporated. Beyond 2019, the rating agency believes cash flows will modestly increase as Superior continues to benefit from higher synergy realization, and incremental earnings from anticipated continued tuck-in acquisitions. S&P believes cash flows in the chemicals segment will be relatively flat as modest improvements in sodium chlorate contract pricing will be offset by higher electricity rates and reduced drilling in the oil and gas industry. Based on its estimates, S&P believes adjusted FFO-to-debt will be about 20% in 2019 and modestly increase thereafter. The stable outlook on Superior reflects S&P's expectation that increasing cash flows and gradual deleveraging should enable the company to maintain credit measures commensurate with the current rating. Specifically, S&P expects the company will generate 2019-2021 weighted-average adjusted FFO-to-debt in the low 20% area. S&P said it could lower the rating within the next 12 months if it expects Superior's weighted-average adjusted FFO-to-debt (for 2019-2021) to decline and remain below 20%, with limited prospects for improvement. S&P believes this could occur if cash flows deteriorated due to competitive pressures in the energy services division, which affect gross margins, or if there is a sharp deterioration in profitability at the specialty chemicals division. The rating agency said it could also lower the rating if management pursues more aggressive financial policies or actions, including significant debt-financed acquisitions or shareholder returns, which could push the weighed-average FFO-to-debt ratio below its 20% threshold. "Absent an improvement in the company's operating breadth/profitability, which we do not expect in the near term, we could raise the ratings if the company's weighted-average FFO-to-debt increased to more than 30% and if management appears committed to maintaining credit measures consistently at this minimum level. In this scenario, we would also require the company's discretionary cash flow-to-debt to remain above 10%," S&P said. SUSAN HENTSCHEL: $1.3M Wainscott Property Sale to Dinstein Approved ------------------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Susan Hentschel's proposed private sale of the land with the improvements thereon located at 19 Broadwood Court, Wainscott, East Hampton, New York, to Joshua S. Dinstein and Lauren J. Kucerak for $1.265 million, cash. The Court ordered the counsel for the Debtor to submit a proposed order reflecting the comments made in open Court during the hearing, to edk@mab.uscourts.gov. About Susan Hentschel Susan Hentschel sought Chapter 11 protection (Bankr. D. Mass. Case No. 19-40426) on March 20, 2019. The Debtor tapped Michael B. Feinman, Esq., at Feinman Law Offices, as counsel. SWAIN HOLDING: Seeks to Hire Craig M. Geno as Counsel ----------------------------------------------------- Swain Holding Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ the Law Offices of Craig M. Geno, PLLC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor concerning contract negotiations; b. evaluate claims of creditors; c. prosecute or defend suits involving the Debtor; d. advise and consult with the Debtor in connection with any proposed reorganization plan; and f. provide other legal services as they become necessary in the Debtor's case. CMG will be paid at these hourly rates: Attorneys $425 Associates $250 Paralegals $175 The firm will also be reimbursed for work-related expenses incurred. Craig Geno, Esq., a partner at CMG, assured the court that his 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. Craig M. Geno can be reached at: Craig M. Geno, Esq. Jarret P. Nichols, Esq. Law Offices of Craig M. Geno, PLLC 587 Highland Colony Parkway Ridgeland, MS 39158-3380 Tel: (601) 427-0048 Fax: (601) 427-0050 E-mail: cmgeno@cmgenolaw.com jnichols@ cmgenolaw.com About Swain Holding Inc. Swain Holding Inc., a privately held company based in Flowood, Miss., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-01998) on May 31, 2019. In the petition signed by Miles Swain, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, represents the Debtor as counsel. TAILORED BRANDS: S&P Alters Outlook to Negative, Affirms 'B+' ICR ----------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed its 'B+' issuer credit rating on Fremont, Calif.-based specialty apparel retailer Tailored Brands Inc. It also affirmed the 'BB-' issue-level rating on the company's term loan B and the 'B-' issue-level rating on the company's senior unsecured notes. The outlook revision reflects Tailored Brands' soft operating performance and weaker profitability, a trend S&P expects to continue in the remainder of 2019. Tailored Brands reported consolidated retail comparable sales decline of 3.2% in the first fiscal quarter 2019, including a 4.5% decline at Men's Wearhouse (54% of fiscal 2018 total sales) and a 0.7% decline at Jos. A. Bank (22%). S&P expects weak comparable sales performance will remain in the next several quarters and continue to hurt operating performance in the remainder of 2019. While S&P believes the company's continued investment in a number of key strategic initiatives focused on personalization, omnichannel, and value merchandising may yield results longer term, the timing and execution remain uncertain. As a result, S&P anticipates these investments will weigh on profitability and cash flow generation this year and potentially amplify earnings volatility over the next 12 months. The negative outlook reflects S&P's expectation that operating performance will continue to be pressured with weak consolidated same-store sales and margin decline in the remainder of 2019, offsetting the benefit of continued debt reduction. The rating agency also expects weakened credit metrics, including debt to EBITDA of 3.6x, from 3.4x a year ago. "We could lower the rating if weaker-than-expected operating performance leads to meaningful deterioration of company credit metrics, with debt to EBTIDA approaching 4x. This could happen if the company fails to stabilize recent softness at Men's Wearhouse and Jos. A. Bank, indicating eroding market share because of increased competition or inability to execute on key growth initiatives such as personalization and an enhanced omnichannel experience," the rating agency said. S&P said the company could reach the rating agency's downgrade threshold if comparable sales decline in the low- to mid–single-digit percent range and EBITDA margin decreases by 150 basis points (bps) or more below its base-case forecast. "We could revise the outlook to stable if operating performance improves including a return to consistently positive same-store sales at both of its key Men's Wearhouse and Jos. A. Bank brands, with stable or expanding margins. Under this scenario we would also expect Tailored Brands to at least modestly improve credit metrics from current levels, as the company continues to repay a portion of its outstanding debt with healthy FOCF generation," S&P said. TENEO GLOBAL: S&P Assigns 'B' ICR on Debt Recapitalization ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to New York City-based business consulting firm Teneo Global LLC, which is planning a debt recapitalization to fund its acquisition by CVC Capital Partners. It also assigned its 'B' issue-level and '3' recovery ratings to the company's proposed $365 million first-lien senior secured credit facility. S&P's 'B' issuer credit rating on Teneo is based on its assessment of the company's position as a small to midsize consulting firm that primarily operates directly with CEOs and senior executives in a highly competitive strategic consulting market. Teneo's specialized and focused set of offerings, coupled with the firm's high proportion of retainer-based fees, and strong year-over-year client retention rates have contributed to stable operating performance. Pro forma for the proposed financing, the company has high leverage, with an adjusted total debt to EBITDA in the mid 5x as of March 31, 2019. S&P expects Teneo, as a private equity-owned firm, will maintain an aggressive financial policy driven by acquisitions and the potential for special dividends. Teneo's high percentage of retainer-based fees and strong year-over-year client retention rates provide good visibility to future revenue and cash flow generation. As such, a significant percentage of the revenue comes from repeat clients. Concentration among the top 20 clients, limited track record, and narrow set of services partially offset these strengths. S&P views the company's reputation and ability to attract and retain qualified professionals as key for future growth. Additionally, despite the large market opportunities and predictable corporate events providing ongoing commercial opportunities for the company, S&P believes that demand could decline significantly during a downturn as its advisory services are cyclical. Organic revenue growth was strong in 2018, and operating momentum appears to be solid. For the 12 months ended March. 31, 2019, the company's EBITDA margin (based on S&P's methodology) was better than most rated peers, primarily due to premium offerings and cost benefits from word of mouth, which generates almost half of new accounts. The stable rating outlook reflects S&P's view that Teneo's credit metrics will improve steadily over the next 12 months as the company benefits from organic mid-single-digit percentage revenue and EBITDA growth from new client growth. It expects that debt leverage will decline to the low-5x area and discretionary cash flow to debt will improve to about the high-single-digit percentage area by the end of 2020. "We could lower the issuer credit rating if we expect adjusted debt leverage would increase above 6.5x and discretionary cash flow to debt would decline below 5% as a result of weak operating performance due to competition, a slowdown in the economy, or management missteps," S&P said, adding that it could lower the rating if the company pursues shareholder dividends or acquisitions that drive leverage above 6.5x. "We view the probability of an upgrade as low over the next 12 months primarily because of the company's financial sponsor ownership and current high leverage above 5x. An upgrade would require the company to implement a more conservative financial policy and to decrease its adjusted debt leverage to below 5x on a sustained basis through a combination of EBITDA growth and debt repayment," S&P said. TRAILSIDE LODGING: Litigation Proceeds, Income to Fund Plan ----------------------------------------------------------- Trailside Lodging, L.P., filed an Amended Chapter 11 Plan and accompanying disclosure statement proposing that holders of Allowed General Unsecured Claims will receive payment, in Cash, of that Holder's Pro Rata share of: (i) the proceeds from any Actions pursued by the Debtor or the Reorganized Debtor as soon as reasonably practicable after the Debtor or the Reorganized Debtor, as the case may be, has finally resolved, whether by settlement, judgment, or otherwise, any Actions commenced in accordance with the Plan; and (ii) commencing on or before the close of the second (2nd) quarter after the first (1st) anniversary of the Effective Date of the Plan and continuing for five consecutive years, a Pro Rata share of 10% of the Reorganized Debtor's net income after taxes calculated based on the prior calendar year, which will be paid on or before the close of the second quarter of each subsequent calendar year. In the event all Holders of Allowed Claims in Classes 1 through 9 of the Plan are paid in full (including reserves for Disputed Claims), each Holder of an Allowed Insider Claim will receive payment, in Cash of such Holder's Pro Rata share of 10% of the Reorganized Debtor's net income after taxes calculated based on the prior calendar year, commencing on or before the close of the second (2nd) quarter after the sixth (6th) anniversary of the Effective Date of the Plan and continuing for two (2) consecutive years, which shall be paid on or before the close of the second (2nd) quarter of each subsequent calendar year. TRF will receive the following in full satisfaction of its Secured Claim against the Debtor and its claims against Mr. Morgan under the Morgan Guaranty: (i) a cash payment in the amount of $2,850,000, which amount may be increased as set forth in the Plan; and (ii) a full release of claims against TRF and any participant in the loan issued by TRF, from the beginning of time through the Effective Date, as set forth more fully in the Plan. Partnership Interests shall be cancelled and all equity interests of the Debtor shall be revested in the Reorganized Debtor in accordance with Article VI of the Amended Plan. The Debtor will reorganize its operations and fund its restructuring through ongoing operational revenue and an equity infusion from the individual(s) and/or entity(ies) identified in Article VI of the Amended Plan. A full-text copy of the Amended Disclosure Statement dated June 10, 2019, is available at https://tinyurl.com/y6csomzb from PacerMonitor.com at no charge. Counsel for the Debtor are Daniel R. Schimizzi, Esq., Michael J. Roeschenthaler, Esq., and Kelly E. McCauley, Esq., at Whiteford, Taylor & Preston, LLP, in Pittsburgh, Pennsylvania. About Trailside Lodging Trailside Lodging, LP, based in Pittsburgh, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-20524) on February 10, 2019. The Hon. Thomas P. Agresti oversees the case. In the petition signed by Nathan Morgan, member, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Debtor hired Whiteford Taylor & Preston, LLP, as counsel. TRULY FIT: Seeks to Hire Buddy D. Ford as Legal Counsel ------------------------------------------------------- Truly Fit Studio Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties in the continued operation of its business and management of its property; b. prepare and file schedules of assets and liabilities, statement of affairs, and other documents required by the court; c. represent the Debtor at the Section 341 creditors' meeting; d. advise the Debtor of its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. Buddy D. Ford will be paid at these hourly rates: Partner $425 Senior Associate $375 Junior Associate $300 Senior Paralegal $150 Junior Paralegal $100 Prior to its bankruptcy filing, the Debtor paid Buddy D. Ford an advance fee of $23,000. The firm will also be paid a retainer of $11,717 and will receive reimbursement for work-related expenses. Buddy Ford, Esq., a partner at the firm, assured the court that his 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. Buddy D. Ford can be reached at: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 Email: Buddy@tampaesq.com About Truly Fit Studio Inc. Truly Fit Studio Inc., a privately held company in Tampa, Fla., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05436) on June 7, 2019, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A. represents the Debtor as its legal counsel. TURBOCOMBUSTOR TECHNOLOGY: Moody's Hikes CFR to B3 -------------------------------------------------- Moody's Investor's Service upgraded its ratings for TurboCombustor Technology, Inc., including the Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa2-PD. Concurrently, Moody's upgraded its ratings on the company's senior secured term loan and senior secured revolver to B3 from Caa1. The outlook is stable. RATINGS RATIONALE The upgrades recognize recent improvements in TurboCombustor's earnings profile that have resulted in a strengthening set of credit metrics and a moderately leveraged balance sheet (Moody's adjusted debt-to-EBITDA of 4.7x as of March 2019). The upgrades also reflect Moody's expectation that TurboCombustor's operating profile will be more stable going forward and that cash generation will improve meaningfully over the next 12 to 24 months. The B3 corporate family rating (CFR) balances TurboCombustor's modest scale and mixed track record of operating performance against the company's content on a number of key engine platforms that have meaningful barriers to entry. TurboCombustor's content on growth programs such as CFM International's LEAP engine (737MAX, A320neo and C919) and Pratt & Whitney's F-135 (F35 Joint Strike Fighter) figures prominently in the rating. Moody's expects these programs to ramp up in production over the next few years and this should translate to notable earnings and cash flow growth. Barriers to entry in the form of significant upfront capacity investments, engineering and technical expertise, and long-term customer contracts add further credit support and provide good revenue visibility. These considerations are tempered by TurboCombustor's high degree of customer concentration (top 3 customers comprise 75% of sales) as well as its heavy reliance on the LEAP-1B engine (likely to account for 30% of 2019 sales). The LEAP-1B is the exclusive engine for Boeing's 737MAX fleet which has been grounded since March 2019. A longer than expected grounding of the fleet or significant levels of cancellation for the 737MAX would be expected to have a negative impact on TurboCombustor's financial profile. Additional considerations include elevated near-term execution risk relating to the aggressive ramp up in the delivery of LEAP engines with CFM International targeting deliveries in excess of 1,800 engines during 2019 as compared to about 1,100 in 2018. Intermittent shortages of raw materials that have the potential to curtail and/or disrupt TurboCombustor's ability to meet these ambitious rate increases are also a risk to the company's credit profile. The stable outlook reflects Moody's expectation of steady operating performance and earnings growth that is expected to translate into a gradually improving credit profile over the next 12 to 18 months. Moody's expects TurboCombustor to maintain an adequate liquidity profile. Cash balances are expected to remain modest (cash of $6 million as of March 2019) and Moody's notes TurboCombustor's relatively short-dated capital structure with all existing debt obligations coming due in December 2020. Moody's expects improvement in TurboCombustor's cash flow generation over the next 12 to 18 months driven by earnings growth and reduced capital expenditure requirements, with FCF-to-Debt in the low to mid-single-digit range seemingly achievable during 2019. External liquidity is provided by a $70 million revolver that expires in December 2020 ($20 million drawn as of March 2019). The facility contains a first lien net leverage ratio of 6.25x and Moody's anticipates comfortable cushion with respect to compliance under the covenant. Ratings could be upgraded if Debt-to-EBITDA is expected to be sustained below 5.75x. Strong execution on the pending ramp-up of the LEAP platform and a stable operating profile with a cleaner set of earnings would be prerequisites for any upgrade. An improving liquidity profile with FCF-to-Debt expected to remain at least in the mid-single-digits while maintaining near full availability under the revolver could also create upward rating pressure. Ratings could be downgraded if Debt-to-EBITDA is expected to remain above 7x. An inability to generate positive free cash flow over the next 12 to 18 months or a failure to extend the maturity of TurboCombustor's existing capital structure would create downward rating pressure. Poor execution on the ramp-up of production on the LEAP engine or unanticipated delays and/or cancellations on production of the 737MAX would also create downward rating pressure. The following summarizes the rating actions: Issuer: TurboCombustor Technology, Inc. Corporate Family Rating, upgraded to B3 from Caa1 Probability of Default, upgraded to B3-PD from Caa2-PD $70 million first lien revolver due 2020, upgraded to B3 (LGD3) from Caa1 (LGD3) $260 million first lien term loan due 2020, upgraded to B3 (LGD3) from Caa1 (LGD3) Outlook, Stable The principal methodology used in these ratings was Aerospace and Defense Industry published in March 2018. TurboCombustor Technologies, Inc., headquartered in Manchester, Connecticut, is majority-owned by entities of The Carlyle Group. The company is involved with the fabrication and assembly of gas turbine engine parts for use in commercial, military, and industrial applications. Revenues for the twelve months ended March 2019 were approximately $525 million. U.S. SILICA: S&P Lowers Issuer Credit Rating to 'B'; Outlook Neg. ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based industrial and hydraulic fracturing (frac) sand producer U.S. Silica Co. to 'B' from 'B+', reflecting its expectation that discretionary cash flow will remain slightly negative this year and preclude the debt prepayments it previously incorporated. S&P also lowered the issue-level rating on the company's $1.28 billion senior secured term loan due in 2025 to 'B' from 'B+'. The '3' recovery rating is unchanged, indicating the rating agency's expectation of meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. The downgrade is driven by U.S. Silica's higher adjusted leverage ratio, which S&P expects to remain around 4.5x through the end of 2019, compared to its previous expectation of 2x–3x. This is spurred by lower average selling prices per ton for frac sand, which in S&P's view are unlikely to return to early 2018 levels within the next year, even with increasing contributions from Sandbox, its last-mile logistics services unit. However, integration and corporate costs that spiked in part due to the EP Minerals LLC acquisition last year should begin to fall in the back half of the year. "The outlook is negative, based on our view that leverage could exceed 5x in 2019, given our expectation of 4x-5x. This could occur if the recovery in frac sand demand stalls, particularly if the growth in logistic services also falls short of expectations," S&P said. S&P said it could lower the rating on U.S. Silica if discretionary cash flow (operating cash flow less capital spending and dividends) is expected to remain negative beyond 2019, or interest coverage falls below 2x. In this scenario, the rating agency would expect EBITDA margins to remain below 25% while adjusted leverage increases above 5x. "We could revise the outlook to stable if U.S. Silica completes the rampup of its Texas frac sand mines, and continues expanding its Sandbox services," S&P said. For 2019, S&P assumes that U.S. Silica will increase frac sand tons sold to around 17 million tons, offset by lower prices relative to 2018. For the industrial and specialty sand segment, S&P assumes just above 20% revenue growth as contribution margins continue to rise driven by higher average sales prices. In this scenario, the rating agency would consider it less likely that debt leverage would increase above 5x. ULTRA PETROLEUM: Further Extends Exchange Offer Deadlines --------------------------------------------------------- With respect to the private offer to exchange outstanding 7.125% Senior Notes due 2025 of Ultra Petroleum Corp.'s wholly owned subsidiary, Ultra Resources, Inc., for up to $90.0 million aggregate principal amount of new 9.00% Cash / 2.50% PIK Senior Secured Third Lien Notes due 2024 of Ultra Resources, Ultra Petroleum has extended the Early Participation Date and the Withdrawal Deadline to 5:00 p.m., New York City time, on Friday, July 12, 2019 and extended the Expiration Date to 5:00 p.m., New York City time, on Friday, July 26, 2019. All other terms and conditions of the Exchange Offer as set forth in the confidential offering memorandum dated May 9, 2019 and related letter of transmittal remain unchanged. As of 5:00 p.m., New York City time, on June 21, 2019, a total of approximately $7.6 million, or approximately 3.4%, of the outstanding aggregate principal amount of 2025 Notes were validly tendered and not validly withdrawn. The Exchange Offer is conditioned on the satisfaction or waiver of certain conditions as described in the Offering Documents. The Exchange Offer for the 2025 Notes may be amended, extended or terminated by Ultra Resources at its sole option. The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to beneficial holders of the 2025 Notes that have properly completed and returned an eligibility form confirming that they are (1) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) not a "U.S. person" and are outside of the United States within the meaning of Regulation S under the Securities Act and, if resident in Canada, (x) an "accredited investor," as defined in National Instrument 45-106 - Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), that either would acquire the Third Lien Notes for its own account or would be deemed to be acquiring the Third Lien Notes as principal by applicable law, (y) a "permitted client" within the meaning of NI 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (z) a resident of the province of Alberta, British Columbia, Manitoba, Ontario, Quebec or Saskatchewan. Holders of the 2025 Notes who desire to obtain and complete an eligibility form should contact the information agent and exchange agent, D.F. King & Co., Inc., at (800) 967-5074 (toll-free) or (212) 269-5550 (for banks and brokers), or via the following website: www.dfking.com/UPL or email upl@dfking.com. Eligible holders are urged to carefully read the Offering Documents before making any decision with respect to the Exchange Offer. None of the Company, Ultra Resources, the dealer manager, the trustee with respect to the 2025 Notes and the Third Lien Notes, the exchange agent, the information agent or any affiliate of any of them makes any recommendation as to whether eligible holders of the 2025 Notes should exchange their 2025 Notes for Third Lien Notes in the Exchange Offer, and no one has been authorized by any of them to make such a recommendation. Eligible holders must make their own decision as to whether to tender 2025 Notes and, if so, the principal amount of 2025 Notes to tender. The Third Lien Notes and the Exchange Offer have not been and will not be registered with the U.S. Securities and Exchange Commission under the Securities Act, or any state or foreign securities laws. The Third Lien Notes may not be offered or sold in the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Third Lien Notes will not be qualified for distribution under applicable Canadian securities laws and, accordingly, any distribution of Third Lien Notes to persons resident in Canada will be made only pursuant to an exemption from the prospectus requirements of applicable Canadian securities laws. The Exchange Offer is not being made to holders of 2025 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- http://www.ultrapetroleum.com-- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of March 31, 2019, the Company had $1.83 billion in total assets, $2.74 billion in total liabilities, and a total shareholders' deficit of $914 million. On Jan. 29, 2019, Ultra Petroleum received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that its common shares, no par value, closed below the $1.00 per share minimum bid price required by NASDAQ Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's notice had no immediate effect on the listing or trading of the Company's common shares, which will continue to trade on The NASDAQ Global Select Market under the symbol "UPL". In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic period of 180 calendar days, or until July 29, 2019, to achieve compliance with the minimum bid price requirement. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. UNITI GROUP: Plans to Offer $300 Million Exchangeable Notes ----------------------------------------------------------- Uniti Group Inc. announced the planned offering by Uniti Fiber Holdings Inc., a subsidiary of the Company, of $300 million aggregate principal amount of exchangeable senior notes due 2024. The offering of the Exchangeable Notes is subject to market and other conditions. The Issuer also intends to grant to the initial purchasers of the Exchangeable Notes an option to purchase up to an additional $45 million aggregate principal amount of the Exchangeable Notes during a 13-day period beginning on, and including, the first day on which the Exchangeable Notes are issued. The Exchangeable Notes will be general senior unsecured obligations of the Issuer, guaranteed by the Company and each of the Company's subsidiaries (other than the Issuer) that is an issuer, obligor or guarantor under its existing senior notes. The Exchangeable Notes will mature on June 15, 2024, unless earlier repurchased, redeemed or exchanged. Prior to March 15, 2024, the Exchangeable Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, the Exchangeable Notes will be exchangeable at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Exchangeable Notes will be exchangeable on the terms set forth in the indenture into cash, shares of common stock of the Company, or a combination thereof, at the Issuer's election. The Issuer may redeem all or a portion of the Exchangeable Notes, at any time, at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, if the Company's board of directors determines such redemption is necessary to preserve the Company's status as a real estate investment trust for U.S. federal income tax purposes. The Issuer may not otherwise redeem the Exchangeable Notes prior to June 20, 2022. On or after June 20, 2022 and prior to the 42nd scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Common Stock has been at least 130% of the exchange price for the Exchangeable Notes for certain specified periods, the Issuer may redeem all or a portion of the Exchangeable Notes at a cash redemption price equal to 100% of the principal amount of the Exchangeable Notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. In addition, Uniti has entered into an amendment to its credit agreement to extend the maturity date of its revolving credit facility. Pursuant to the amendment, Uniti will extend the maturity date of $575.9 million of commitments under its revolving credit facility to April 24, 2022 and expects to pay down approximately $101.6 million of outstanding revolving loans and terminate the related commitments with a portion of the net proceeds of the offering of the Exchangeable Notes. The remaining commitments of approximately $72.4 million will mature on April 25, 2020. The operative provisions of the amendment will become effective upon Uniti obtaining sufficient cash to fund the repayment on or prior to Sept. 15, 2019. In addition, in the event that the commitments maturing on April 24, 2020 are not repaid in full or extended to April 24, 2022 on or before April 10, 2020, the maturity date of the revolving credit facility will spring to a maturity date of April 25, 2020. The Issuer intends to use a portion of the net proceeds of the offering to repay the $101.6 million of outstanding borrowings under the revolving credit facility in connection with the amendment, pay the cost of the exchangeable note hedge transactions, and for general corporate purposes, which may include funding acquisitions (including the previously announced acquisition of Bluebird Networks, LLC) and the repayment of additional borrowings under our revolving credit facility. In connection with the pricing of the Exchangeable Notes, the Issuer intends to enter into privately negotiated exchangeable note hedge transactions with one or more of the initial purchasers and/or their respective affiliates. The exchangeable note hedge transactions will cover, subject to customary anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the same number of shares of Common Stock that will initially underlie the Exchangeable Notes. The exchangeable note hedge transactions are expected generally to reduce potential dilution to the Common Stock and/or offset potential cash payments the Issuer is required to make in excess of the principal amount, in each case, upon any exchange of the Exchangeable Notes. Concurrently with the Issuer's entry into the exchangeable note hedge transactions, the Company intends to enter into warrant transactions with the option counterparties relating to the same number of shares of Common Stock, subject to customary anti-dilution adjustments. These warrant transactions could separately have a dilutive effect on the Common Stock to the extent that the market price per share exceeds the applicable strike price of the warrants on one or more of the applicable expiration dates unless, subject to the terms of the warrant transactions, the Company elects to cash settle the warrants. If the initial purchasers exercise their option to purchase additional Exchangeable Notes, the Company intends to repay additional outstanding debt under its revolving credit facility. In addition, the Issuer may enter into additional exchangeable note hedge transactions with the option counterparties and the Company may enter into additional warrant transactions with the option counterparties. In connection with establishing their initial hedges of the exchangeable note hedge transactions and warrant transactions, the option counterparties and/or their respective affiliates have advised the Issuer and the Company that they expect to purchase Common Stock or securities of the Issuer in secondary market transactions and/or enter into various derivative transactions with respect to the Common Stock concurrently with or shortly after the pricing of the Exchangeable Notes, including with certain investors in the Exchangeable Notes. This activity could increase (or reduce the size of any decrease in) the market price of Common Stock or the Exchangeable Notes at that time. In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Common Stock and/or purchasing or selling shares of Common Stock or securities of the Issuer in secondary market transactions following the pricing of the Exchangeable Notes and prior to the maturity of the Exchangeable Notes (and are likely to do so following exchange of the Exchangeable Notes, during any observation period related to an exchange of the Exchangeable Notes or upon any repurchase of Exchangeable Notes by the Issuer (whether upon a fundamental change or otherwise)). The effect, if any, of these activities on the market price of the Common Stock or the Exchangeable Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could cause or prevent an increase or a decline in the market price of the Common Stock or the Exchangeable Notes, which could affect the ability of noteholders to exchange Exchangeable Notes and could also affect the amount of cash and/or the number and value of the shares of Common Stock noteholders receive upon exchange of the Exchangeable Notes. The Exchangeable Notes will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act or any applicable state securities laws. The Exchangeable Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act. The Company has agreed to file registration statement covering resales of the shares of Common Stock issuable upon exchange of the Exchangeable Notes with the Securities and Exchange Commission. About Uniti Group Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an internally managed real estate investment trust engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. The Company is principally focused on acquiring and constructing fiber optic broadband networks, wireless communications towers, copper and coaxial broadband networks and data centers. As of March 31, 2019, Uniti owns 5.6 million fiber strand miles, approximately 500 wireless towers, and other communications real estate throughout the United States. Uniti reported net income attributable to common shareholders of $7.98 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $16.55 million for the year ended Dec. 31, 2017. As of March 31, 2019, Uniti had $4.69 billion in total assets, $6.16 billion in total liabilities, $87.25 million in convertible preferred stock, and a total shareholders' deficit of $1.55 billion. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 68.2% of consolidated total revenues for the year ended Dec. 31, 2018, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on Feb. 25, 2019, S&P Global Ratings lowered its issuer credit rating on Unti Group's Corporate Family Rating to 'CCC-' from 'CCC+'. The lower rating follows the downgrade of Uniti's principal leasing tenant, Windstream Holdings Inc. Also in February 2019, Moody's Investors Service downgraded downgraded Uniti Group Inc.'s corporate family rating (CFR) to 'Caa2' from 'Caa1' following the downgrade of Windstream Services. VITARGO GLOBAL: Trustee's Sale of Insider Litigation Rights Okayed ------------------------------------------------------------------ Judge Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California authorized Richard J. Laski, the Chapter 11 Trustee of the bankruptcy estate of Vitargo Global Sciences, Inc., to sell all of the Estate's litigation claims and affirmative rights currently against the following parties: Darcie Edwards-Almada; Anthony Almada; Imaginutrition, Inc.; and GENr8, Inc., which claims include but are not limited to those set forth in the pending adversary proceeding, styled as Laski v. Almada et al., 8:19-ap-01042-TA, to RVCA Partners, LLC for (i) a cash component of $20,000, plus (ii) 20% of the Buyer's ultimate recoveries from the Insider Litigation Rights in excess of $100,000, net of the Cash Component and all attorneys' fees and costs. The Sale Hearing and the Auction were held on May 29, 2019 at 10:00 a.m. The Darcie Edwards Almada Opposition is overruled. The Trustee is authorized and directed to sell and/or assign the Estate's interest in the Insider Litigation Rights to the Buyer on the terms and conditions set forth in the Amended APA. The Insider Litigation Rights transferred to the Buyer as set forth in the Amended APA are transferred on an "as is, where is" basis and no representations or warranties have been made by the Trustee with respect to the Insider Litigation Rights. At the closing, the Trustee is authorized and directed to sell, assign, transfer, convey and deliver all of the Estate's right, title and interest in the Insider Litigation Rights to the Buyer pursuant to the terms set forth in the Amended APA. The Order will constitute the report of sale required by FRBP 6004(f)(1) and no further report of the sale is required to be filed or served. The automatic stay imposed by 11 U.S.C. Section 362 is modified to the extent necessary to implement the provisions of the Order and the terms of the Amended APA as approved by the Order. The 14-day stay of order provided in Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d) is waived. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding Federal Rules of Bankruptcy Procedure 6004(h) and 6006(d), and to any extent necessary under Federal Rule of Bankruptcy Procedure 9014, Rule 54(b) of the Federal Rules of Civil Procedure, made applicable by Federal Rule of Bankruptcy Procedure 7054, and any other applicable rule or law, the Court expressly finds that there is no just reason for the delay in the implementation of the Order, waives any stay, and expressly directs entry of the Order as set forth. About Vitargo Global Sciences Vitargo Global Sciences, Inc., was initially formed as Vitargo Global Sciences, LLC, in June 2013, a follow-along entity of GENr8, Inc., a predecessor business to Vitargo. Conversion from LLC to Inc. took place on September 2015. The Company's line of business includes manufacturing dry, condensed, and evaporated dairy products. Vitargo Global Sciences previously filed a Chapter 12 bankruptcy petition (N.D. Tex. Case No. 92-42174) on May 5, 1992. Vitargo Global Sciences, based in Irvine, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March 15, 2017. In the petition signed by CEO Anthony Almada, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Theodor Albert oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, served as the Debtor's bankruptcy counsel. Damian Moos, Esq., at Kang Spanos & Moos LLP, was the litigation counsel. Jeffrey Bolender, Esq., at Bolender Law Firm PC, served as the Debtor's state court insurance coverage counsel. On April 4, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Marshack Hays LLP, as general counsel. Richard J. Laski has been appointed as the Chapter 11 Trustee. The Trustee hired Arent Fox LLP, as general bankruptcy and restructuring counsel. WILLIAM ABRAHAM: Trustee's $431K Sale of El Paso Property --------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas authorized Ronald E. Ingalls, the Chapter 11 trustee of William David Abraham, to sell the real property commonly known as 416 E. San Antonio Ave., El Paso, Texas to Fred Loya or assigns for $431,000. A hearing on the Motion was held on June 11, 2019. If Fred Loya does not perform, the Trustee is authorized to sell the property to Sam Legate or assigns for $426,000 as first back-up bidder. If neither Fred Loya nor Sam Legate perform, the Trustee is authorized to sell the property to St. Rogers, LLC for $421,000 as second back-up bidder. The sale will be free and clear of liens, claims, interests and encumbrances. All other liens, claims, interests and encumbrances will attach to the proceeds from the sale. The following liens will be paid at closing: Lien of Louis Garcia in the amount of approximately $40,000 if the parties can agree upon a payoff number. The Trustee is authorized to pay all usual and necessary closing costs, including broker's fees of 3% of the gross sales proceeds. The ad valorem taxes for year 2019 pertaining to the subject property will be prorated in accordance with the Earnest Money Contract and will become the responsibility of the Purchaser and the year 2019 ad valorem tax lien will be retained against the subject property until said taxes are paid in full. The Buyer must cure any violations relating to the subject property under the El Paso City Codes within a time period acceptable to the City of El Paso. The buyer must satisfy the City of El Paso of the Buyer's ability to cure outstanding such code violations, and the City of El Paso reserves the right to disapprove the buyer if it determines the buyer does not have the ability to cure such violations. In the event that the City of El Paso disapproves the Buyer, the Buyer may seek a ruling from the court as to its ability to cure such violations. Nothing in the Order enjoins or prohibits the City of El Paso from performing its governmental functions or from pursuing enforcement action pursuant to its police and regulatory powers. The Trustee will file a Report of Sale upon closing. About William Abraham William David Abraham filed for chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is represented by Omar Maynez, Esq. of Maynez Law. Franklin Acquisitions, one of Mr. Abraham's companies, also filed for Chapter 11 bankruptcy reorganization Feb. 6, 2018. Mr. Abraham is a well-known businessman in El Paso, Texas. He has a portfolio of at least 15 downtown buildings, including several prominent, historical ones. On March 13, 2018, the Court approved the appointment of Ronald Ingalls as Chapter 11 trustee. WOMAN'S CLUB: Seeks to Hire Hinds & Shankman as Special Counsel --------------------------------------------------------------- Woman's Club of Hollywood, California seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Hinds & Shankman, LLP as its special counsel. Hinds & Shankman will assist the Debtor in finding a new lender to negotiate the terms of a loan for its emergence from bankruptcy. The firm will also help the Debtor obtain court approval for the loan and negotiate payments of all remaining claims. The firm's hourly rates are: James Andrew Hinds Jr. $795 Paul Shankman $500 Rachel Sposato $300 Paralegals $90 - $120 Paul Shankman, Esq., a partner at Hinds & Shankman, disclosed in court filings that his firm does not have interest materially adverse to the interest of the the Debtor and its estate. The firm can be reached through: Paul R. Shankman Hinds & Shankman, LLP 21257 Hawthorne Boulevard, 2nd Floor Torrance, CA 90503 Phone: (310) 316-0500 Fax: (310) 792-5977 Email: pshankman@jhindslaw.com About The Woman's Club Based in Los Angeles, The Woman's Club of Hollywood, California filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-50767) on December 13, 2012. In the petition signed by Jennifer Morgan, chief executive officer, the Debtor disclosed $6,410,150 in assets and $1,139,000 in liabilities. Judge Barry Russell presides over the case. Alda Shelton, Esq., is the Debtor's bankruptcy counsel. YLPF HASBROUCK: Seeks to Hire Genova & Malin as Legal Counsel ------------------------------------------------------------- YLPF Hasbrouck Property, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Genova & Malin as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. advise the Debtor of its powers and duties in the management of its property; b. take necessary action to void liens against the Debtor's property; c. prepare or amend, on behalf of the Debtor, necessary petitions, schedules, orders, pleadings and other legal papers; and d. provide all other legal services which may be necessary. Michelle Trier, Esq., a partner at Genova & Malin, disclosed in court filings that the firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrea B. Malin, Esq. Michelle L. Trier, Esq. Genova & Malin 1136 Route 9 Wappingers Falls, NY 12590 Phone: (845) 298-1600 About YLPF Hasbrouck Property YLPF Hasbrouck Property, LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is the fee simple owner of two parcels of real estate located at Hasbrouck Road, Town of Fallsburg, N.Y., with a liquidation value of $3 million. YLPF Hasbrouck Property filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-35951) on June 7, 2019. In the petition signed by Leib Puretz, managing member, the Debtor estimated $3,000,000 in assets and $4,769,112 in liabilities. Michelle L. Trier, Esq., at Genova & Malin, represents the Debtor as counsel. YUMA ENERGY: Will Effect 1-for-15 Reverse Stock Split ----------------------------------------------------- Yuma Energy, Inc.'s Board of Directors has approved a one-for-fifteen reverse stock split of its issued and outstanding shares of common stock. The reverse split will be effective at 12:01 a.m. Eastern Time on July 3, 2019, and shares of the Company's common stock will begin trading on a split-adjusted basis when the NYSE American market opens on that date. The Company's common stock will continue to trade on the NYSE American under the trading symbol "YUMA," but will trade under the following new CUSIP number starting July 3, 2019: 98872F 204. As a result of the reverse split, each fifteen pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the stockholder. The number of outstanding common shares will be reduced from approximately 23.2 million to approximately 1.5 million shares. The authorized number of shares of common stock will not be reduced and will remain at 100.0 million. All fractional shares will be rounded up to the nearest whole share. As previously disclosed, at the Company's Annual Meeting of Stockholders held on June 12, 2019, the Company's stockholders approved a proposal authorizing the Company's Board of Directors to effect a reverse stock split by a ratio of not less than one-for-ten and not more than one-for-twenty-five. The reverse split is being implemented for the purpose of complying with the NYSE American continued listing standards regarding the low selling price of the Company's common stock. Additional information about the reverse split, including the reasons therefor, can be found in the Company's Definitive Proxy Statement on Schedule 14A filed with Securities and Exchange Commission on April 30, 2019. Registered stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company's transfer agent, Computershare Trust Company, N.A., will send instructions for exchanging those certificates for new certificates representing the post-split number of shares. Computershare can be reached at 800-962-4284. About Yuma Energy Yuma Energy, Inc. -- http://www.yumaenergyinc.com/-- is an independent Houston-based exploration and production company focused on acquiring, developing and exploring for conventional and unconventional oil and natural gas resources. Historically, the Company's activities have focused on inland and onshore properties, primarily located in central and southern Louisiana and southeastern Texas. Its common stock is listed on the NYSE American under the trading symbol "YUMA." Yuma Energy reported a net loss attributable to common stockholders of $17.07 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $6.80 million for the year ended Dec. 31, 2017. As of March 31, 2019, Yuma Energy had $66.53 million in total assets, $45.84 million in total current liabilities, $14.68 million in total other noncurrent liabilities, and $5.99 million in total stockholders' equity. Going Concern Uncertainty Moss Adams LLP, in Houston, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 2, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company is in default on its credit facility, has a substantial working capital deficit, no available capital to maintain or develop its properties and all hedging agreements have been terminated by counterparties. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ZACKY & SONS: Stockton Property Sale Hearing Continued to Aug. 21 ----------------------------------------------------------------- Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California continued the hearing on Zacky & Sons Poultry, LLC's sale of substantially all real estate related assets, but solely as it relates to the auction and sale of the real property located at 1111 Navy Drive, Stockton, California, APN 163-260-07, and the distribution of cash proceeds from the sale of assets previously approved by the Court, to Aug. 21, 2019 at 2:00 p.m. Any party in interest who wishes to file a brief regarding the distribution of the Cash Sale Proceeds will file such brief with the Court, and serve such brief on counsel for the Debtor, the Official Committee of Unsecured Creditors appointed in the Debtor's case, Great Rock Capital Partners Management, LLC, GemCap I Lending LLC, and the United States Trustee by Aug. 14, 2019. The Status Conference in the Debtor's case is also continued to Aug. 21, 2019 at 2:00 p.m. About Zacky and Sons Poultry Zacky & Sons Poultry, LLC -- http://zackyfarms.com-- is a grower, processor, distributor, and wholesaler of poultry products. It offers turkey and chicken products such as sausages, franks, and sliced meat. Zacky & Sons Poultry, LLC, based in City of Industry, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-23361) on Nov. 13, 2018. In the petition signed by Lillian Zacky, managing member, the Debtor estimated $50 million to $100 million in assets and liabilities. The Hon. Robert N. Kwan oversees the case. Ron Bender, Esq., at Levene Neale Bender Yoo & Brill L.L.P., serves as bankruptcy counsel to the Debtor; GlassRatner Advisory & Capital Group, LLC, as financial advisor; and LKP Global Law, LLP as special employment and labor counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***