/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190701.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 1, 2019, Vol. 23, No. 181 Headlines 1234 PACIFIC: Taps Goldberg Weprin as New Legal Counsel 5431-33 S. WABASH: Seeks to Hire Tannen Law as Counsel 7 HILLS INC: Seeks to Hire Magee Goldstein as Attorney 900 RETAIL: Seeks to Hire Behar Gutt as Attorney ABB/CON-CISE OPTICAL: S&P Cuts ICR to 'CCC+' on Cash Flow Deficits ABC PM 652: Seeks to Hire Pacific Valuation as Appraiser ADVISOR GROUP: S&P Affirms B+ ICR on Leveraged Buyout; Outlook Neg. AE BICYCLE: $499K Sale of Commercial Tort Claim Approved AGROFRESH INC: Moody's Cuts CFR to B3 & Alters Outlook to Stable AIR FORCE VILLAGE: No Issues Identified in First PCO Report AIRFASTTICKETS: Liquidating Trust Named Custodian of Travana Assets ALAMO BUS: Case Summary & 8 Unsecured Creditors ALBANY MOLECULAR: S&P Downgrades ICR to 'B-'; Outlook Negative ALPHATEC HOLDINGS: Appoints New Member to Board of Directors ALPHATEC HOLDINGS: Draws Down $10M Under Squadron Credit Facility AMYRIS INC: B. Riley FBR Agrees to Exchange $4.7 Million Note ANCHOR PACKAGING: S&P Assigns 'B' ICR; Outlook Stable ANDREW TOMPKINS: $1.45M Sale of Nashville Property Approved ANKA BEHAVIORAL: PCO Taps Lee Hong Degerman as Legal Counsel ASTRIA HEALTH: Committee Seeks to Hire Sills Cummis as Counsel BBB INDUSTRIES: Moody's Alters Outlook on B3 CFR to Negative BEAVER STREET INVESTMENTS: Case Summary & 3 Unsecured Creditors BES LLC: U.S. Trustee Unable to Appoint Committee BIG DOG II: Aug 2 Hearing on Disclosure Statement BNG FITNESS: $2.5K Sale of 2006 Honda Shadow 750 Motorcycle Okayed BODY RENEW: Case Summary & 20 Largest Unsecured Creditors CALLON PETROLEUM: Moody's Hikes CFR to B1, Outlook Stable CAREVIEW COMMUNICATIONS: Files Amended Articles of Incorporation CELLA III: Taps Sternberg Naccari as Special Counsel CENTURY ALUMINUM: Moody's Lowers CFR to B3, Outlook Stable CHL-DEKALB II: Moody's Alters Outlook on Ba3 Bonds Rating to Stable CLAIMS RECOVERY: Case Summary & 4 Unsecured Creditors CLIFTON HOSPITALITY: Seeks to Hire Nolan Heller as Counsel COASTAL CARDIOLOGY: PCO Appointment Not Necessary, Court Says COLLECTIVE INTERESTS: Seeks to Hire Ray Battaglia as Counsel CRAIG WALKER: Plan Admin's $1.9M Sale of FSW Bank Shares Approved CYTORI THERAPEUTICS: Adjourns Annual Meeting Until July 11 DAS MOTORS: Case Summary & 20 Largest Unsecured Creditors DESERT LAND: Trustee Seeks to Hire Gordon Law as Special Counsel DSMR CONSULTANTS: Hires Golden Star as Real Estate Broker EIF CHANNELVIEW: Moody's Ups Ratings on $305MM Secured Loans to Ba3 ELITE TRANSPORTATION: Seeks to Hire Earp Cohn as Attorney EMPIRE GENERATING: Plan Confirmation Hearing Set for July 17 ENALASYS CORPORATION: Taps M. Jones and Associates as Legal Counsel ENERGY HOLDINGS: S&P Cuts ICR to B- on Lower-Than-Expected Margins ENOVA INT'L: Moody's Raises CFR to B2, Outlook Stable EYEPOINT PHARMACEUTICALS: Stockholders Elect Nine Directors FC GLOBAL: Sues DS Healthcare for Breach of Contract FINCABIZ INC: Seeks to Hire Castillo Law as Counsel FIREBALL REALTY: Case Summary & 20 Largest Unsecured Creditors FIVE DREAMS: Seeks to Hire Jones & Walden as Legal Counsel FLEETCOR TECHNOLOGIES: Moody's Raises CFR to Ba1, Outlook Stable FORTRESS CREDIT VII: S&P Assigns Prelim BB- (sf) Rating to E Notes FRUTTA BOWLS: Taps Withum Smith as Accountant FTD COMPANIES: July 22 Auction of Substantially All Assets Set FUSION CONNECT: Seeks to Hire FTI Consulting as Financial Advisor FUSION CONNECT: Seeks to Hire Kelley Drye as Special Counsel FUSION CONNECT: Seeks to Hire PJT Partners as Investment Banker FUSION CONNECT: Seeks to Hire Prime Clerk as Administrative Agent FUSION CONNECT: Seeks to Hire Weil Gotshal as Legal Counsel GOODWILL INDUSTRIES: July 29 Auction of All Assets Set GRCDALLASHOMES LLC: $165K Sale of Little Elm Property Approved GRCDALLASHOMES LLC: $313K Sale of Farmers Branch Property Approved GT REALTY: Taps Signature Premiere as Real Estate Broker HANNAH SOLAR: U.S. Trustee Forms 5-Member Committee HDA TRUCKING: Case Summary & 12 Unsecured Creditors HERMAN TALMADGE: Trustee's Sale of Henry County Parcels Approved HOLLYWOOD ONE: GVP Buying Paving Parcel for $12.5K Per Acre IFRESH INC: Incurs $12 Million Net Loss in Fiscal 2019 INPIXON: Iliad Research Swaps $305,000 Note for Equity INT'L. RESTAURANT: $140K Sale of Personal Property to Grady's OK'd IPS WORLDWIDE: Trustee Selling 2014 Ford Flex for $13.5K IRON MOUNTAIN: Moody's Alters Outlook on Ba3 CFR to Stable JUAN ALFARO: Hires Silverstein & Saperstein as Special Counsel KARL E. LUGUS: Hires Geer and Associates as Restructuring Advisor KEYERA CORP: DBRS Finalizes BB Rating on 2019-A Subordinated Notes KIRKLAND STALLINGS: Selling Prospect Condo Unit 347 for $540K LA VINAS MD: Seeks to Hire Ackerman Rodgers as Accountant LAUREATE EDUCATION: S&P Upgrades ICR to 'BB-' on Asset Sales LE-MAR HOLDINGS: Selling All Assets for $1.2M Sale to Expreso LONGVIEW INTERMEDIATE: Moody's Hikes Secured Loan Ratings to Caa1 LUMEE LLC: Case Summary & 20 Largest Unsecured Creditors M & G SERVICES: Gets Court Approval to Hire Accountant MAUSER PACKAGING: Moody's Affirms B3 CFR, Outlook Negative MERIDIAN MARINA: Case Summary & 20 Largest Unsecured Creditors MICHAEL ROSE: $217K Sale of Hot Springs Property Withdrawn MIDWAY OILFIELD: Seeks to Hire Orsak Langer as Accountant NEOVASC INC: Regains Compliance with Nasdaq Market Value Rule NEW JERSEY CITY UNIVERSITY: S&P Cuts Revenue Bond Rating to 'BB+' NMI HOLDINGS: S&P Hikes Issuer Credit Rating to 'BB'; Outlook Pos. O'BENCO IV: Seeks to Hire Bracewell as Legal Counsel OMNICHOICE HEALTH: Case Summary & 9 Unsecured Creditors OSB INVESTMENT: Case Summary & 15 Unsecured Creditors P&D INVESTMENTS: Case Summary & Largest Unsecured Creditors PARKER DRILLING: Chapter 11 Plan Declared Effective PHYSICIANS IMAGING: U.S. Trustee Unable to Appoint Committee PROXIMITY INNOVATIONS: U.S. Trustee Unable to Appoint Committee PULMATRIX INC: 2019 Annual Meeting Set for Sept. 6 PULMATRIX INC: Discloses CEO's Terms of Employment REGENTS HOLDINGS: Seeks to Hire Bradley Arant as Special Counsel REGENTS HOLDINGS: Taps Weaver and Tidwell as Valuation Expert SEARS HOLDINGS: U.S. Trustee Ordered to Appoint Retirees Committee SOCOCO INC: Case Summary & 20 Largest Unsecured Creditors STAR WEST: Moody's Assigns B2 Ratings to $114.5MM Secured Loans THRESHOLD OF A DREAM: Seeks to Hire Magee Goldstein as Counsel TMS CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors ULTIMATE BRANDS: Case Summary & 19 Unsecured Creditors VIRGIN ISLANDS PORT AUTHORITY: S&P Suspends 'B+' Rev. Bond Rating VISCONTI TRANSPORT: Taps Independent Truckers as Accountant WD-I ASSOCIATES: U.S. Trustee Unable to Appoint Committee ZELEZARA SMEDERVO: Chapter 15 Case Summary ZENITH ENERGY: Moody's Lowers CFR to B3, Outlook Stable [^] BOND PRICING: For the Week from June 24 to 28, 2019 ********* 1234 PACIFIC: Taps Goldberg Weprin as New Legal Counsel ------------------------------------------------------- 1234 Pacific Management LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP as its new legal counsel. The Debtor was previously represented by Yitzhak Law Group in its Chapter 11 case. The services to be provided by Goldberg are: a. formulate a viable plan of reorganization and negotiate with mortgage holders and creditors; b. advise the Debtor of its powers and duties under the Bankruptcy Code; c. prepare on behalf of the Debtor all necessary legal documents in connection with the case; and d. provide other legal services to bring the case to a successful conclusion. Goldberg will charge these hourly fees: Partners $525 - $595 Associates $250 - $450 Paralegals $110 Kevin Nash, Esq., a partner at Goldberg, 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. Goldberg Weprin can be reached at: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Fax: (212) 730-4518 About 1234 Pacific Management 1234 Pacific Management LLC, a company based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-40026) on Jan. 3, 2019. In the petition signed by Isaac Schwartz, managing member, the Debtor disclosed $6,000 in assets and $4,611,272 in liabilities. Judge Nancy Hershey Lord oversees the case. 5431-33 S. WABASH: Seeks to Hire Tannen Law as Counsel ------------------------------------------------------ 5431-33 S. Wabash, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Tannen Law Group, P.C., as counsel to the Debtor. 5431-33 S. Wabash requires Tannen Law to: a. give the Debtor legal advice and assistance with to the interplay of Debtor's pending state court tax deed proceedings with the instant bankruptcy court proceedings, including the amended and confirmed Chapter 11 plan. This includes, but is not limited to, responding to creditor Newline Holding, LLC's argument that Debtor is foreclosed by the confirmed plan from contesting Newline's efforts to obtain tax deeds in the state court proceedings; b. assist and represent the Debtor in the adversary action initiated by Newline which alleges defamation; c. represent the Debtor with respect to the pending motion to seek damages for the alleged removal of fixtures from the Debtor's property in alleged breach of confirmed plan; d. represent the Debtor in its dealings with the Office of the U.S. Trustee and with creditors of the estate with respect to the aforementioned matters; and e. appear and represent the Debtor in litigation in the Federal courts relating to this proceeding, where Debtor is a party or seeking to become a party, or otherwise become involved to protect the Debtor's interests and rights with respect to the aforementioned matters. Tannen Law will be paid at the hourly rate of $295. Tannen Law will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael M. Tannen, a partner at Tannen Law Group assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tannen Law can be reached at: Michael M. Tannen, Esq. Timothy R. Meloy, Esq. TANNEN LAW GROUP P.C. 19 South LaSalle Street, Suite 1600 Chicago, IL 60603 Tel: (312) 641-6650 E-mail: mtannen@tannenlaw.com tmeloy@tannenlaw.com About 5431-33 S. Wabash 5431-33 S. Wabash LLC owns a real property, which is its principal asset, located at 5431-33 S. Wabash, Chicago, Illinois. 5431-33 S. Wabash sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-12463) on April 27, 2018. In the petition signed by Dylan Reeves, managing member, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Judge Janet S. Baer oversees the case. The Debtor tapped Benjamin Brand LLP, and Tannen Law Group, P.C., as legal counsel. 7 HILLS INC: Seeks to Hire Magee Goldstein as Attorney ------------------------------------------------------ 7 Hills, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to employ Magee Goldstein Lasky & Sayers, P.C., as attorney to the Debtor. 7 Hills, Inc. requires Magee Goldstein to: a. advise the Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its business and properties; b. advise and consult on the conduct of the Bankruptcy Case, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of Debtor's creditors and other parties in interest; d. take all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is involved, including objections to claims filed against the Debtor's estates; e. prepare all pleadings, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; f. represent the Debtor in connection with obtaining postpetition financing, if necessary; g. advise the Debtor in connection with any potential sale of assets; h. appear before the Court to represent the interests of the Debtor's estate before the Court; i. take any necessary action on behalf of the Debtor to negotiate, prepare on behalf of the Debtor, and obtain approval of a chapter 11 plan and documents related thereto; and j. perform all other necessary or otherwise beneficial legal services to the Debtor in connection with prosecution of this Bankruptcy Case, including (i) analyzing the Debtor's leases and contracts and the assumptions, rejections, or assignments thereof, (ii) analyzing the validity of liens against the Debtor; and (iii) advising the Debtor on corporate and litigation matters. Magee Goldstein will be paid at these hourly rates: Attorneys $250-$375 Paralegals/Paraprofessionals $115 Magee Goldstein will be paid a retainer in the amount of $40,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew S. Goldstein, a partner at Magee Goldstein, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Magee Goldstein can be reached at: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. P.O. Box 404 Roanoke, VA 24003-0404 Tel: (540) 343-9800 E-mail: agoldstein@mglspc.com About 7 Hills, Inc. 7 Hills, Inc., based in Shawsville, VA, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-70804) on June 12, 2019. In the petition signed by Rajendra Patel, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Paul M. Black oversees the case. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as bankruptcy counsel to the Debtor. 900 RETAIL: Seeks to Hire Behar Gutt as Attorney ------------------------------------------------ 900 Retail 101, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Behar Gutt & Glazer, P.A., as substitute attorney of Adam I. Skolnik, P.A., as counsel to the Debtor. 900 Retail requires Behar Gutt to: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Behar Gutt will be paid at these hourly rates: Brian Behar $400 Ira Gutt $400 Robert J. Edwards $400 Associates $335 Behar Gutt will be paid a retainer in the amount of $17,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian S. Behar, partner of Behar Gutt & Glazer, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Behar Gutt can be reached at: Brian S. Behar, Esq. BEHAR GUTT & GLAZER, P.A. 1855 Griffin Road, DCOTA A-350 Fort Lauderdale, FL 33004 Tel: (954) 733-7030 E-mail: bsb@bgglaw.com About 900 Retail 101 900 Retail 101, LLC, is a privately-held real estate lessor that owns in fee simple a property located at 900 Biscyane Boulevard, Unit R-101, Miami, Florida, with an appraised value of $5.91 million. 900 Retail 101, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25049) on Nov. 30, 2018. At the time of the filing, the Debtor disclosed $5,916,011 in assets and $4,318,368 in liabilities. The case is assigned to Judge Laurel M. Isicoff. The Debtor originally tapped the Law Office of Adam I. Skolnik, P.A., as its legal counsel. The Debtor later hired Behar Gutt & Glazer, P.A., as substitute counsel. ABB/CON-CISE OPTICAL: S&P Cuts ICR to 'CCC+' on Cash Flow Deficits ------------------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on U.S.-based ABB/Con-Cise Optical Group LLC to 'CCC+' from 'B-'. The outlook is stable. S&P has also lowered its ratings on ABB's first-lien credit facility to 'CCC+' (from 'B-') and the company's second-lien term loan to 'CCC-' (from 'CCC'). The recovery ratings remain unchanged. S&P said, "The downgrade reflects our expectation that, modest margin improvements aside, ABB's earnings will remain challenged as pricing pressure from both customers and suppliers results in sustained cash flow shortfalls, liquidity constraints, and tightening covenant headroom. ABB's ability to grow its EBITDA base to a level that comfortably supports its capital structure and positive cash flow generation depends on its success in renegotiating supplier contracts and raising customer pricing such that margins return to the 5% area, an outcome that we see as unlikely over the next 12 to 18 months. "The stable outlook reflects our expectation that ABB's performance will continue to stabilize over the next 12 months. We expect steady revenue growth and slight gross margin expansion from price increases and better cost management will support covenant compliance and cover near-term cash flow deficits. The stable outlook also reflects our expectation that due to management's good relationship with its lender group, ABB will be able to extend its revolver at least 12 months before its June 2021 maturity. "We could lower our rating on ABB if we believe a default or debt restructuring is likely over the next 12 months. This could occur if slower-than-expected revenue growth, lack of margin expansion, or a large litigation settlement resulted in higher-than-anticipated cash burn and revolver usage, further straining liquidity. We could also lower our ratings should ABB fail to extend the maturity of its revolving credit facility (RCF) before it becomes current. "Although unlikely over the next 12 months, we could consider an upgrade if ABB demonstrates materially better than expected financial performance, with adjusted EBITDA margins expanding to at least 5% and steady revenue growth leading to sustained positive FOCF, FOCF/debt in the mid-single-digit percent area, and adjusted leverage of at least 7x. An upgrade would also require ABB to restore adequate covenant cushion as well as increase our confidence in its ability to extend its RCF before it becomes current." ABC PM 652: Seeks to Hire Pacific Valuation as Appraiser -------------------------------------------------------- ABC PM 652 S Sunset LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Pacific Valuation and its supervisory appraiser, Michael Yates, to conduct an appraisal of its properties located at 16538 Elmont Ave., Cerritos, Calif. and 652 S. Sunset Ave., West Covina, Calif. The Debtor has agreed to pay $450 and $1,500 for the appraisals of the Elmont and Sunset properties, respectively. Mr. Yates disclosed in court filings that he and his firm do not have connections with the Debtor and its insiders or creditors. The firm can be reached at: Michael Yates Pacific Valuation 15615 Alton Pkwy #450 Irvine, CA 92618, USA Phone: +1 949-271-6377 About ABC PM 652 S Sunset ABC PM 652 S Sunset LLC is a privately held company that provides property management services. Based in West Covina, Calif., ABC PM 652 S Sunset filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-16004) on May 22, 2019. In the petition signed by Juana M. Roman, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Barry Russell oversees the case. John H. Bauer, Esq., at Financial Relief Legal Advocates Inc., is the Debtor's bankruptcy counsel. ADVISOR GROUP: S&P Affirms B+ ICR on Leveraged Buyout; Outlook Neg. ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit and senior secured debt ratings on Advisor Group Holdings Inc. and removed the ratings from CreditWatch negative, where it placed them on May 14, 2019. The outlook is negative. S&P also assigned its 'B+' rating on the firm's new secured term loan and a 'B-' rating on its new senior unsecured notes. S&P said, "The affirmation on Advisor Group reflects that we believe the firm's increased earnings and operational improvements should allow it to shoulder the 2.5x increase in debt from Reverence Capital Partners' leveraged buyout of the firm. We estimate that the firm's interest and debt amortization expenses will approximate $110 million to $120 million per year." Earnings should continue to be boosted by several recent acquisitions and revisions to some of the firm's products and relationship revenue agreements. S&P believes the firm is on track to realize its projected earnings from its recent acquisitions of Questar, Signator, and Capital One, as retention rates for all three have exceeded targets. In addition, increased asset levels in the first quarter should increase advisory fees in the second quarter (all else equal), and market improvements in the second quarter should yield increased advisory fees in the third quarter. The negative outlook reflects S&P Global Ratings' expectation that Advisor Group's financial management will remain aggressive, including negative tangible equity, and an appetite for additional acquisitions. It also reflects S&P's expectation that it will improve its earnings capacity from its recent acquisitions and strategic initiatives, in order to maintain adequate debt service capacity. S&P said, "Over the next 12 months, we could lower the rating if there is a deterioration in performance or debt-service capacity, either due to reduced earnings growth or increased debt levels. In addition, we could also lower the rating if any material regulatory or legislative concerns emerge. "We would revise the outlook to stable if the company demonstrates stronger debt service coverage and prudent risk management, as it continues to grow its business." AE BICYCLE: $499K Sale of Commercial Tort Claim Approved -------------------------------------------------------- Judge Benkamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized AE Bicycle Liquidation, Inc. and affiliates to sell their interest in commercial tort claim in the pending class action lawsuit known as In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation (Case No. 1:05 md-1720-JG-JO), filed in the U.S. District Court for the Eastern District of New York, and any other cases constituting a reformation of the causes of action therein or in which the same claims are alleged, to Contrarian Funds, LLC, for $499,000. The Debtors conducted a telephonic auction on June 21, 2019, at the conclusion of which the Buyer was the prevailing bidder, and Optium Fund 2, LLC was the second highest bidder with a last and highest bid of $494,000, each upon substantially the same material terms and conditions as set forth in the Claim Purchase Agreement. The Claim Purchase Agreement, and transactions contemplated therein (including but not limited to any and all ancillary agreements contemplated thereby) and all of the terms and conditions thereof are approved. The sale is free and clear of all encumbrances. Any and all encumbrances now existing upon the Claim being sold are transferred to the proceeds of sale. The Claim authorized to be sold pursuant to the Claim Purchase Agreement are being sold "as is, where is." Notwithstanding the provisions of Bankruptcy Rules 6004(h) or any applicable provisions of the Local Rules, the Order will not be stayed after the entry thereof, but will be effective and enforceable immediately upon entry, and the 14-day stay provided in Bankruptcy Rules 6004(h) is expressly waived and will not apply. Any party objecting to the Sale Order must exercise due diligence in filing an appeal and pursuing a stay within the time prescribed by law and prior to the Closing or risk its appeal will be foreclosed as moot. The Debtors will serve a copy of the Order on the Master Service List and upon all parties served with the Motion within three days of the entry of the Order and file a certificate of service with the Clerk of the Court. Counsel for Debtors: John A. Northen, Esq. Vicki L. Parrott, Esq. John Paul H. Cournoyer, Esq. NORTHEN BLUE LLP 1414 Raleigh Road, Suite 435 Chapel Hill, NC 27517 Telephone: (919) 968-4441 E-mail: jan@nbfirm.com vlp@nbfirm.com jpc@nbfirm.com - and - William J. Burnett, Esq. Harry J. Giacometti, Esq. E. Richard Dressel, Esq. Damien Nicholas Tancredi, Esq. FLASTER/GREENBERG P.C. 1835 Market Street, Suite 1050 Philadelphia, PA 19103 Telephone: (215) 279-9383 Facsimile: (215) 279-9394 E-mail: william.burnett@flastergreenberg.com harry.giacometti@flastergreenberg.com Rick.Dressel@flastergreenberg.com Damien.Tancredi@flastergreenberg.com About Advanced Sports Enterprises Advanced Sports Enterprises, Inc., now known as AE Bicycle Liquidation Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc., operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc. designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Benjamin A. Kahn. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee retained Waldrep LLP and Cooley LLP as legal counsel. * * * Judge Benjamin A. Kahn in February authorized Advanced Sports Enterprises, Inc., and affiliates to sell to (i) BikeCo, LLC the Debtors' assets, including intellectual property associated with their Wholesale Business, excluding those assets being purchased by K&B and AMain, for $16,148,000; (ii) AMain the Debtors' assets associated with their Nashbar and Performance brands and related customer lists and date for $1,245,000; (iii) K&B Investment Corp. all of the Debtors' right, title and interest in real property known as 144 Old Lystra Road, Chapel Hill, Chatham County, North Carolina for$3,625,000; and (ii) K&B all of the Debtors' right, title and interest in real property known as 1940 Dutton Road, Philadelphia, Pennsylvania for $2 million. The Debtors were renamed to AE Bicycle Liquidation, Inc., et al., following the sale of the assets. AGROFRESH INC: Moody's Cuts CFR to B3 & Alters Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service downgraded AgroFresh Inc.'s Corporate Family Rating and Probability of Default rating to B3 from B2 and B3-PD from B2-PD, respectively. Moody's also downgraded the Senior Secured Bank Credit Facility of AgroFresh to B3 from B2. The Speculative Grade Liquidity Rating of AgroFresh is affirmed at SGL-3. The outlook is stable. The downgrade reflects slower than expected ramp-up of new products and ongoing declines in the core SmartFresh product volume that resulted in flat EBITDA and elevated leverage. Given the current capital structure, interest payments and ongoing payments to Dow under the tax receivables agreement are constraining cash flow generation and the company's growth. The company also has debt maturities in July 2021, which Moody's expects it would try to address in a timely fashion. Moody's took the following rating actions for AgroFresh, Inc. Downgrades: Issuer: AgroFresh, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Secured Term Loan B, Downgraded to B3 (LGD3) from B2(LGD3) Outlook Actions: Issuer: AgroFresh, Inc. Outlook, Changed To Stable From Negative Affirmations: Issuer: AgroFresh, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-3 RATINGS RATIONALE The B3 corporate family rating reflects high business risk due to technology, product and crop concentration, small scale and high debt levels that have burdened the company with high interest payments which have constrained growth. Although the company is more diversified now than when it was initially rated in 2015 as it was spun off from Dow, it has failed to generate EBITDA growth and to delever. EBITDA has remained fairly flat as volume of its core product has declined while ramp up of new products and expansion into other active ingredients or technologies was slower than expected. As a result, gross debt/EBITDA as adjusted by Moody's remains above 6 times and the company does not generate enough cash flow to meaningfully reduce its debt due to high interest expense and ongoing payments to Dow under the tax receivables agreement. The company has negotiated reduction in its obligations to Dow in the past. While AgroFresh has introduced some new products and diversified its technology to new crops through the Tecnidex acquisition, it continues to generate over 75% of its sales from its principal post-harvest product SmartFresh, based on its patented 1-MCP technology applied to apples. The company is facing increasing competition and patent expiration for its encapsulation technology over the next few years, which together with acquisitions in other post-harvest products will likely pressure margins going forward. As a result, Moody's expects modest organic growth and EBITDA improvement, while inorganic growth opportunities are constrained by the company's levered balance sheet and recent declines in its stock value. Moody's views that it would be difficult for the company to reach its stated strategic goal to raise sales nearly threefold to $500 million through acquisitions in the current environment. The credit profile benefits from the company's high EBITDA margins and asset-light business model, but high debt burden and cash payments to Dow constrain cash generation. Dow's (Baa2 stable) ongoing support to AgroFresh through its 41% ownership stake is also credit positive. AgroFresh's liquidity is adequate as the company maintains cash on hand, is projected to generate modest free cash flow, and has extended its revolver until December 2020. Although the revolver amount was reduced earlier this year when the company extended its maturity, actual availability under the facility improved following a change in covenant levels. The company's term loan matures in 2021 and Moody's expects the company to address its debt maturities in a timely manner. The stable rating outlook reflects expectations of flat EBITDA growth with new product growth offsetting loss of core SmartFresh volume. There is limited upside to the rating at this time due to AgroFresh's small size, single product concentration, and single crop risk. Moody's could upgrade the rating if the company successfully commercializes its new products while maintaining strong margins and cash generation, grows the business and size without increasing leverage, maintains interest coverage above 2.0x, or reduces leverage to 5x. Moody's could downgrade the rating if sales and EBITDA margins decline and leverage rises to and remains above 7x due to weak performance or acquisitions, or interest coverage falls below 1.5x. Moody's could also downgrade the rating if free cash flow remains negative and the company fails to extend its debt maturities. AgroFresh's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity supported by $40 million in cash. The company has a $12.5 million revolver due 2020, which was undrawn as of March 31, 2019, though availability may be reduced by a $10 million letter-of-credit sub-facility. While working capital needs are anticipated to be funded by cash balances, the revolver could be used to support the highly seasonal swings which are concentrated in the third quarter. The company's Term Loan B facility ($409 million outstanding) is due July 2021. The annual amortization is $4.25 million. The credit agreement has a springing senior secured net leverage ratio of 6.25 times if the revolver is drawn or outstanding letters of credit are above $5 million. As of the Q1 Bank Compliance certificate, the company's senior secured net leverage ratio was 5.65x. The covenant was not tested, but if it were, the cushion is narrow. The covenant steps down to 6 times on June 30, 2019. If performance deteriorates, the company may not have access to the full amount of draw on the revolver. All assets are encumbered under secured credit facilities. Headquartered in Philadelphia, PA, AgroFresh Solutions, Inc., the parent company of AgroFresh, Inc., was originally incorporated as Boulevard Acquisition Corp., a special purpose acquisition company, and changed its name after completing its acquisition of the AgroFresh business from Dow. AgroFresh is an agricultural chemicals company in the area of fresh produce preservation, which provides products and services for use in produce storage, transportation, and harvest management. Revenues for the last twelve months ending March 31, 2019 were approximately $179 million. AIR FORCE VILLAGE: No Issues Identified in First PCO Report ----------------------------------------------------------- Joseph Rodrigues, the Patient Care Ombudsman appointed for Air Force Village West, filed the first report before the U.S. Bankruptcy Court for the Central District of California covering the period from May 1, 2019, through June 27, 2019. The PCO reported that there have been no concerns involving vendors, utilities, or external support factors that may affect residents or resident care of the facility. The PCO added that the facility's administrator also reported about having no current staff openings and the local Ombudsman Program did not find any issues with the staffing levels. During the visit, the PCO noted that the facility has not received any complaints. Based on the Report, food, supplies, the facility environment and the general status of the residents was found by the local Ombudsman Program to be satisfactory. A full-text copy of the First Report is available at https://is.gd/Hz5YfG from PacerMonitor.com at no charge. About Air Force Village West Air Force Village West -- https://livealtavita.org/ -- owns and operates a continuing care retirement community with assisted living, independent living, skilled nursing and memory care services. Air Force Village is a not-for-profit entity opened in 1989. Air Force Village West, Inc., based in Riverside, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11920) on March 10, 2019. The petition was signed by Mary Carruthers, chairman of the Board. In its petition, the Debtor estimated $50 million to $100 million in both assets and liabilities. The Hon. Scott C Clarkson oversees the case. Samuel R. Maizel, Esq., at Dentons US LLP, serves as bankruptcy counsel. AIRFASTTICKETS: Liquidating Trust Named Custodian of Travana Assets ------------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized appointed the Liquidating Trust of Airfasttickets, Inc., through Adam Meislik, the duly appointed trustee of the Liquidating Trust, as the custodian for the intellectual property, software and related assets of Travana, Inc. The Liquidating Trust asked the Court to approve the stipulation to establish custodianship for certain assets held by the Travana trustee, entered into by and between the Liquidating Trust, HNA Group (International) Co., LTD., and HNA Capital Ltd., Fareportal, Inc., and Jason Chen, Edgar Park, and AirTourist Holdings, LLC. The Stipulation, and all of the provisions therein, are approved, and the Liquidating Trust is authorized to take all actions provided therein. About Airfasttickets Airfasttickets, Inc., was founded in 2011 by Nikoloas Koklonis, who served as the Debtor's sole director, sole officer, and controlling stockholder from its formation until December 2014. Airfasttickets is a Delaware corporation that had its headquarters in New York, and operated a multi-national business, together with several of its wholly-owned foreign subsidiaries, Fast Group Deutschland AG (Germany), Airfasttickets, Ltd. (United Kingdom), Air Fast Tickets Spolka z.o.o. (Poland), Air Fast Tickets Ltd. (Hong Kong), and Fast Group S.A. (Greece). It operated a multi-national business, together with several of its wholly-owned foreign subsidiaries. None of the subsidiaries are a debtor in this case. Airfasttickets had an administrator appointed in the United Kingdom. Certain of Airfasttickets' creditors filed an involuntary petition (Bankr. S.D.N.Y. Case No. 15-11951) against the Debtor seeking an order for relief under Chapter 7 of the Bankruptcy Code on July 27, 2015. Pursuant to the summons issued in conjunction with the involuntary petition, the Debtor had until Aug. 21, 2015, to respond to the involuntary petition. On Aug. 20, 2015, the petitioning creditors filed a stipulation with the court extending the Debtor's time to respond to the involuntary petition, through and including Sept. 21, 2015. On Sept. 21, 2015, the Debtor filed an answer, consenting to the entry of an order for relief under the Bankruptcy Code. The Debtor also filed its motion to convert the Chapter 7 case to Chapter 11. The motion to convert was filed to accomplish the Debtor's intent to effectuate the sale at issue in the motion under Chapter 11. On Oct. 27, 2015, the court entered an order converting the Debtor's case to Chapter 11 of the Bankruptcy Code. ALAMO BUS: Case Summary & 8 Unsecured Creditors ----------------------------------------------- Debtor: Alamo Bus Company, Inc., A New Mexico Corporation 1537 S. Florida Ave Alamogordo, NM 88310 Business Description: Alamo Bus Company Inc. is a transportation services provider in Alamogordo, New Mexico. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 19-11568 Judge: Hon. David T. Thuma Debtor's Counsel: Chris W. Pierce, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette N.W., Suite 650 Albuquerque, NM 87102 Tel: 505-766-9272 Fax: 505-766-9287 E-mail: cpierce@walkerlawpc.com - and - Samuel I. Roybal, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette, NW, Ste 650 Albuquerque, NM 87102 Tel: 505-766-9272 Fax: 505-766-9287 E-mail: sroybal@walkerlawpc.com - and - Stephanie L. Schaeffer, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette NW Suite 650 Albuquerque, NM 87102 Tel: 505-766-9272 E-mail: sschaeffer@walkerlawpc.com - and - Thomas D. Walker, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette Ave NW Ste 650 Albuquerque, NM 87102-5309 Tel: 505-766-9272 E-mail: twalker@walkerlawpc.com Total Assets as of March 31, 2019: $1,400,621 Total Liabilities as of March 31, 2019: $1,267,336 The petition was signed by Brent Buttram, president and director. A copy of the Debtor's list of eight unsecured creditors is available for free at: http://bankrupt.com/misc/nmb19-11568_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nmb19-11568.pdf ALBANY MOLECULAR: S&P Downgrades ICR to 'B-'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Albany, N.Y.-based contract development and manufacturing organization (CDMO) Albany Molecular Research Inc. (AMRI) to 'B-' from 'B', and its first-lien issue-level rating and second-lien issue-level rating to 'B-' and 'CCC+', from 'B' and 'B-', respectively. AMRI has materially underperformed S&P's expectations primarily due to the loss of a significant pharma customer, higher-than-expected expenses, and plant shutdowns for maintenance. The rating agency now expects adjusted leverage of about 10x for 2019 and about 9.0x-9.5x for 2020, which is materially weaker than its previous forecast for leverage of approximately 7x in 2019. S&P said, "The rating downgrade reflects our expectations for higher leverage and lower cash flows in 2019 and 2020 following weaker revenues due to the loss of a material customer, some weakness in overall demand, and plant shutdowns for maintenance. The new management team has embarked on value capture strategies, including operational and procurement enhancements to reduce expenses and targeted price increases through a market-based approach to drive top-line growth. However, we expect these initiatives could slow the pace of new contract wins and EBITDA growth, which could result in limited growth in EBITDA and deleveraging over the coming year. "Our negative outlook reflects risk to our base-case forecast that following a decline of about 1.5% in 2019 revenue will grow in the mid-single-digit range with adjusted EBITDA margins modestly expanding in 2020, allowing the company to generate modestly positive free cash flow in 2020 (excluding growth capital expenditures). "We could lower the rating if Albany misses our base-case forecast for revenue and profitability expectations such that we believe that material cash flow deficits will persist. We believe this scenario could occur if competition for clinical manufacturing contracts intensifies, or if the company's value initiatives do not result in lower expenses and revenue generation. "We could revise the outlook to stable if we become more confident that Albany can execute on its cost management initiatives while generating low- to mid-single-digit growth. In this scenario, we would expect deleveraging and free cash flow (excluding the impact of growth capital expenditures) to be nearly neutral." ALPHATEC HOLDINGS: Appoints New Member to Board of Directors ------------------------------------------------------------ Alphatec Holdings, Inc., has appointed Karen McGinnis to its Board of Directors for a term commencing on June 26, 2019 and expiring at the Annual Meeting of Stockholders of the Company in 2020. She also joins the Compensation and Special Finance Committees of the Board. McGinnis has over 20 years of experience in executive operational and finance roles at international public and private companies. She currently serves as the chief accounting officer of Illumina, Inc., a sequencing- and array-based solutions for genetic and genomic analysis. Prior to joining Illumina, McGinnis served as director, president and chief executive officer of Mad Catz Interactive, Inc., a global provider of innovative interactive entertainment products. She also served as Mad Catz' chief financial officer. Prior to joining Mad Catz, McGinnis served as chief accounting officer of Cymer, Inc., until its acquisition in 2013. McGinnis is a Certified Public Accountant and earned her Bachelor's Degree in Accounting from the University of Oklahoma. "I am thrilled to welcome Karen to the ATEC team," said Pat Miles, chairman and chief executive officer. "In addition to her finance and accounting expertise, Karen brings deep operational experience and skills that will help drive the refinement and execution of our growth strategies and initiatives. Her experience at multi-national entities also will prove valuable in the years to come as we develop and implement a strategy to expand into new and untapped global markets." Ms. McGinnis will receive annual equity compensation in accordance with the Company's standard remuneration for independent directors, which provides that non-employee directors receive an annual Restricted Stock Unit award with a grant value of $75,000. For continuing non-employee directors, the annual RSU award is granted on the date of the annual meeting of stockholders, based upon the volume weighted average price of the Company's stock for the 30-trading day period prior to the grant date. For newly elected, non-employee directors, the annual RSU award is granted upon election or appointment to the Board, with a grant value, as determined by the VWAP of the Company's stock for the 30-trading day period prior to date of election or appointment, pro-rated based on the length of service prior to the next annual meeting of stockholders. In each case, the annual RSU award will vest on the earlier of the 12-month anniversary of the grant date or the next annual meeting of stockholders. Ms. McGinnis also will receive an annual cash retainer in accordance with the Company's standard remuneration for independent directors, which includes, as applicable: (i) an annual payment of $25,000 ($50,000 for Chair or Lead Director), paid quarterly, to each non-employee director that serves as a member of a Board; and (ii) an annual payment of $7,500 ($20,000 for Chair), $5,000 ($13,750 for Chair) and $4,750 ($10,000 for Chair), each paid quarterly, to each non-employee director that serves as a member of the Audit Committee, Compensation Committee, and/or Nominating and Corporate Governance Committee, respectively. In addition, it is anticipated that Ms. McGinnis will enter into the Company's standard form of indemnification agreement for non-employee directors. About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiaries, Alphatec Spine, Inc. and SafeOpSurgical, Inc., is a medical device company that designs, develops, and markets technology for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. The Company markets its products in the U.S. via independent sales agents and a direct sales force. Alphatec reported a net loss attributable to common shareholders of $42.46 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $2.29 million for the year ended Dec. 31, 2017. As of March 31, 2019, Aphatec had $119.41 million in total assets, $27.62 million in total current liabilities, $42.55 million in long-term debt, $1.77 million in operating lease liability, $14.60 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and total stockholders' equity of $9.25 million. "We have incurred significant net losses since inception and relied on our ability to fund our operations through revenues from the sale of our products, debt financings and equity financings, including our private placement in March 2018 ("2018 Private Placement"). As we have incurred losses, a successful transition to profitability is dependent upon achieving a level of revenues adequate to support our cost structure. This may not occur and, unless and until it does, we will continue to need to raise additional capital. At December 31, 2018, our principal sources of liquidity consisted of cash of $29.1 million and accounts receivable (net) of $15.1 million. We believe that our current available cash, combined with the availability of our expanded credit facility with Squadron Capital ... and draws on our revolving credit facility, will be sufficient to fund our planned expenditures and meet our obligations for at least 12 months following our financial statement issuance date," the Company said in its 2018 Annual Report. ALPHATEC HOLDINGS: Draws Down $10M Under Squadron Credit Facility ----------------------------------------------------------------- In March 2019, Alphatec Holdings, Inc., closed its expanded credit facility with Squadron Medical Finance Solutions, LLC for up to $30 million in additional secured financing. On June 21, 2019, the Company drew $10 million under this additional secured financing. The funds drawn down against the facility will be used for general corporate purposes. The additional borrowings under the credit facility will mature in parallel with the current secured financing from Squadron and bear interest at LIBOR plus 8% per annum, subject to a 10% floor and a 13% ceiling. Interest-only payments on drawn amounts are due monthly through May 2021, followed by principal payable in 29 equal monthly installments beginning June 2021 and a lump-sum payment at maturity in November 2023. To date, $20 million remains undrawn on the overall credit facility. "The funds available to us through the total credit facility are an attractive form of capital that allow us to continue to aggressively and opportunistically pursue and execute on our growth strategy," said Jeff Black, chief financial officer. "Squadron continues to be a key ATEC partner in these efforts." In connection with the drawdown, ATEC issued a warrant to Squadron and its affiliate to purchase up to 4.8 million shares of ATEC common stock at an exercise price of $2.17. The warrants have a seven-year term and are exercisable immediately. Addition to the Russell 2000 Index Effective at the close of the stock market on Friday, June 28, 2019, ATEC will join the Russell 2000 Index, according to a preliminary list of additions posted on June 7 as part of the 2019 Russell Index's reconstitution. The annual reconstitution of the broad-market Russell 3000 Index captures 3,000 of the largest U.S. stocks, ranking them by total market capitalization. The largest 1,000 companies in this ranking comprise the Russell 1000 Index and the next 2,000 companies constitute the Russell 2000 Index. Membership in the Russell 2000 Index is effective until the Index's next annual reconstitution. Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Approximately $9 trillion in assets are benchmarked against Russell's U.S. indexes. For more information on the Russell 2000 Index and the Russell indexes reconstitution, go to the "Russell Reconstitution" section on the FTSE Russell website. About Alphatec Holdings Carlsbad, California-based Alphatec Holdings, Inc., through its wholly owned subsidiaries, Alphatec Spine, Inc., and SafeOpSurgical, Inc., is a medical device company that designs, develops, and markets technology for the treatment of spinal disorders associated with disease and degeneration, congenital deformities, and trauma. The Company's mission is to improve lives by providing innovative spine surgery solutions through the relentless pursuit of superior outcomes. The Company markets its products in the U.S. via independent sales agents and a direct sales force. Alphatec reported a net loss attributable to common shareholders of $42.46 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $2.29 million for the year ended Dec. 31, 2017. As of March 31, 2019, Aphatec had $119.41 million in total assets, $27.62 million in total current liabilities, $42.55 million in long-term debt, $1.77 million in operating lease liability, $14.60 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and total stockholders' equity of $9.25 million. "We have incurred significant net losses since inception and relied on our ability to fund our operations through revenues from the sale of our products, debt financings and equity financings, including our private placement in March 2018 ("2018 Private Placement"). As we have incurred losses, a successful transition to profitability is dependent upon achieving a level of revenues adequate to support our cost structure. This may not occur and, unless and until it does, we will continue to need to raise additional capital. At December 31, 2018, our principal sources of liquidity consisted of cash of $29.1 million and accounts receivable (net) of $15.1 million. We believe that our current available cash, combined with the availability of our expanded credit facility with Squadron Capital ... and draws on our revolving credit facility, will be sufficient to fund our planned expenditures and meet our obligations for at least 12 months following our financial statement issuance date," the Company said in its 2018 Annual Report. AMYRIS INC: B. Riley FBR Agrees to Exchange $4.7 Million Note ------------------------------------------------------------- Amyris, Inc., issued and sold on Dec. 10, 2018, a $60 million aggregate principal amount of senior convertible notes that are convertible into shares of the Company's common stock, par value $0.0001 per share, to certain private investors pursuant to a Securities Purchase Agreement, dated Dec. 6, 2018, by and among the Company and Investors. On June 24, 2019, the Company entered into an exchange agreement with B. Riley FBR, Inc., one of the Investors, pursuant to which the Company and the Exchanging Investor agreed to exchange the December 2018 Note held by the Exchanging Investor, in the principal amount of $4.7 million, for a new senior convertible note with an equal principal amount and a warrant to purchase 181,818 shares of Common Stock at an exercise price of $5.12 per share, with an exercise term of two years from issuance. The Exchange Agreement includes customary representations, warranties and covenants of the parties, and incorporates the covenants of the parties contained in the Purchase Agreement. The New Note has substantially identical terms as the Exchange Note, except that (i) the Exchanging Investor agreed to waive, until July 22, 2019, certain covenant breaches relating to the failure by the Company to timely file with the SEC its periodic reports for the fiscal year ended Dec. 31, 2018 and the fiscal quarter ended March 31, 2019 and (ii) during the period from July 22, 2019 to July 29, 2019, inclusive, the Exchanging Investor has the right to require the Company to redeem the New Note, in whole or in part, at a price equal to 125% of the principal amount of the New Note being redeemed. The exercise price of the New Warrant is subject to standard adjustments but does not contain any anti-dilution protection, and the New Warrant only permits "cashless" or "net" exercise after the six-month anniversary of issuance, and only to the extent that there is not an effective registration statement covering the resale of the applicable New Warrant Shares. In addition, the Exchanging Investor may not exercise the New Warrant, and the Company may not effect any exercise of the New Warrant, to the extent that, after giving effect to such exercise, the Exchanging Investor, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding after giving effect to such exercise. The closing of the Exchange occurred on June 24, 2019. At the Closing, the Company issued the New Note and the New Warrant to the Exchanging Investor in exchange for the Exchange Note, which was retired. About Amyris Amyris, Inc., based in Emeryville, California, is an industrial biotechnology company that applies its technology platform to engineer, manufacture and sell natural, sustainably sourced products into the health & wellness, clean skincare, and flavors & fragrances markets. The Company's proven technology platform enables it to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive manufacturing processes. The Company has successfully used its technology to develop and produce five distinct molecules at commercial volumes. The report from the Company's independent accounting firm KPMG LLP, the Company's auditor since 2017, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has current debt service requirements that raise substantial doubt about its ability to continue as a going concern. Amyris incurred net losses of $72.32 million in 2017, $97.33 million in 2016, and $217.95 million in 2016. As of Sept. 30, 2018, Amyris had $122.7 million in total assets, $323.3 million in total liabilities, $5 million in contingently redeemable common stock, and a total stockholders' deficit of $205.6 million. ANCHOR PACKAGING: S&P Assigns 'B' ICR; Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating and stable outlook to Anchor Packaging, LLC (Anchor), a U.S. consumer packaging company. S&P said, "At the same time, we are assigning our 'B' issue-level rating and our '3' recovery rating to the proposed $60 million senior revolving credit facility due in 2024, $320 million senior term loan due in 2026, and $70 million senior delayed-draw term loan due in 2026. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery of principal in the event of a payment default. The $95 million second-lien term loan is unrated. "Our 'B' issuer credit rating on Anchor reflects its niche position in the food service packaging subsector and high leverage. Following the transaction, we expect pro-forma EBITDA of about 7x, but anticipate a good pipeline of new products will allow for rapid deleveraging through EBITDA growth to a still-high adjusted leverage of below 6.5x by the end of 2020. A pipeline of innovative packaging products such as Safe Pinch and Crisp Food Technology leads us to anticipate decent topline growth that will support this deleveraging. "The stable outlook on Anchor reflects our expectation for relatively favorable end-market conditions, driven by stable economic growth and healthy demand from food service and restaurants, which will allow the company to improve profitability and reduce leverage. We expect leverage to be about 7x in 2019 and improve further due to healthy organic growth, the addition of new product lines, and favorable demand trends supported by a continued shift toward sustainable packaging. "We could lower our rating on Anchor if we do not expect leverage to stay under 7x and for FOCF to be positive. For instance, if margins fall by 200 basis points, it would result in leverage remaining elevated above 7x and trigger a downgrade. We could also lower our rating if the company pursues debt-financed acquisitions or if shareholder returns delay the expected delevering or stretch credit measures beyond levels contemplated in our base case. "We could raise our rating if we expect the company's adjusted debt-to-EBITDA ratio will remain less than 5x on a sustained basis and we believe the sponsor is committed to maintaining financial policies that will support this improved level of leverage." ANDREW TOMPKINS: $1.45M Sale of Nashville Property Approved ----------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Andrew Clemons Tompkins' sale of the real estate located at 6007 Sherwood Court, Nashville, Tennessee to Christopher K. Eveland and Christina Alvord for $1,449,000. The sale is free and clear of any and all liens, claims, encumbrances and interest with any such liens, claims, encumbrances, or interest to transfer to and attach to the proceeds of the sale. Wilmington Savings Fund Society, FSB's lien will attach to the sale proceeds. Wilmington's lien will be released only upon full payment of the amounts owed to Wilmington pursuant to Wilmington's Payoff Demand from the proceeds of the sale including, without limitation, costs and advances, and fees. Counsel for the Debtor: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Andrew Clemons Tompkins sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 18-07855) on Nov. 23, 2018. The Debtor tapped Steven L. Lefkovitz, Esq., at Law Offices of Lefkovitz & Lefkovitz, as counsel. ANKA BEHAVIORAL: PCO Taps Lee Hong Degerman as Legal Counsel ------------------------------------------------------------ David Crapo, the patient care ombudsman of Anka Behavioral Health, Incorporated, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to retain Lee Hong Degerman Kang & Waimey as his legal counsel nunc pro tunc to June 11. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) review and file pleadings on behalf of the ombudsman; (b) represent the ombudsman in any proceeding or hearing in the bankruptcy court and in other courts where the maintenance, storage, access and destruction of patient medical records may be litigated or affected as a result of the Debtor's bankruptcy case; and (c) advise the ombudsman concerning the requirements of the local rules of the bankruptcy court relating to the discharge of his duties under Section 333 of the Bankruptcy Code. Lee Hong will be paid at these rates: Keith H. Fichtelman, Esq. $450 Luba Yartseva (Paralegal) $140 Keith Fichtelman, Esq., at Lee Hong, disclosed in court filings that the firm neither represents nor holds any interest adverse to the interest of the Debtor and its estate, and is a disinterested person within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code. The firm can be reached at: Keith H. Fichtelman, Esq. Lee Hong Degerman Kang & Waimey 660 South Figueroa Street, Suite 2300 Los Angeles, CA 90017 Tel: (213) 623-2221 Fax: (213) 623-2211 Email: keith.fichtelman@lhlaw.com About Anka Behavioral Health In operation since 1973, Anka Behavioral Health, Inc. -- https://www.ankabhi.org/ -- is a 501(c)3 non-profit behavioral healthcare corporation. It offers crisis residential treatment, transitional residential treatment, and long-term residential treatment for children and adults experiencing a psychiatric emergency or behavioral crisis. Anka's residential-based facilities are located in Contra Costa, Alameda, Solano, Sonoma, Santa Clara, Fresno, San Luis Obispo, Santa Barbara, Ventura, Los Angeles, and Riverside Counties in California, and Tuscola County in Michigan. ANKA Behavioral Health sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 19-41025) on April 30, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The case is assigned to Judge William J. Lafferty. The Debtor tapped Trodella & Lapping, LLP and Wendel, Rosen, Black & Dean, LLP as legal counsel; BPM LLP as financial advisor; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors on May 8, 2019. The committee is represented by Fox Rothschild LLP. ASTRIA HEALTH: Committee Seeks to Hire Sills Cummis as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Astria Health seeks approval from the U.S. Bankruptcy Court for the Eastern District of Washington to hire Sills Cummis & Gross P.C. as its legal counsel. The firm will provide services in connection with the Chapter 11 cases filed by Astria Health and its affiliates, which include legal advice regarding the committee's powers and duties under the Bankruptcy Code; investigation of the Debtors' capital structure; and representation of the committee in all aspects of the Debtors' asset disposition and bankruptcy plan confirmation proceedings. The firm's standard hourly rates range from $425 to $1,050 for members, $425 to $625 for of counsel, $295 to $495 for associates, and $95 to $295 for paralegals. The attorneys expected to provide the services and their standard hourly rates are: Andrew Sherman $795 Boris Mankovetskiy $725 George Hirsch $710 Lucas Hammonds $575 Rachel Brennan $545 Gregory Kopacz $525 Andrew Sherman, Esq., at Sills Cummis, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sherman disclosed in court filings that his firm has agreed to a variation of its standard or customary billing arrangements for its employment with the committee. Sills Cummis has agreed that, for each month in the Debtors' cases, its fees (not including expenses) will be limited to the lesser of the amount of the firm's fees at its professionals' standard rates, and the amount of the firm's fees at a blended hourly rate of $495, according to the attorney. Mr. Sherman also disclosed that no professional at his firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The committee has reviewed the budget for the period of the week ending May 11, 2019 through the week ending August 10, 2019. Sills Cummis intends to submit a budget and staffing plan for approval to the committee in the normal course of its representation, according to Mr. Sherman. Sills Cummis can be reached through: Andrew H. Sherman, Esq. Boris Mankovetskiy, Esq. Sills Cummis & Gross P.C. One Riverfront Plaza Newark, NJ 07102 Telephone: (973) 643-6982 Email: asherman@sillscummis.com bmankovetskiy@sillscummis.com About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash, Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and chief executive officer, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC, is the claims and noticing agent. BBB INDUSTRIES: Moody's Alters Outlook on B3 CFR to Negative ------------------------------------------------------------ Moody's Investors Service changed the outlook for GC EOS Buyer, Inc. (d/b/a BBB Industries) to negative from stable and affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, the B3 rating on its $695 million first lien term loan due 2025 and the Caa2 rating on its $180 million second lien term loan. "BBB Industries free cash flow deficit will stay elevated as the company manages through challenges of rapid growth and facilities consolidation and this drove the outlook change," said Inna Bodeck, Moody's lead analyst for the company. "Currently, the company is funding Remy integration costs and absorbing an increase in inventories, partially related to the acquisition of Remy, but also attributable to dealing with large customers that require BBB Industries to hold inventory longer to win new business." BBB Industries will heavily rely on the revolver to finance its free cash flow shortfall and this weakens liquidity. Moody's affirmed the ratings because BBB Industries' good market position and proven execution has allowed it to pivot quickly from the issues in the fourth quarter of 2018, where increased sales resulted in substantial costs overruns. BBB Industries' organic growth rate of 27% in 1Q 2019 with a corresponding improvement in profitability demonstrates good market share gains. Moody's also projects that BBB Industries' debt-to-EBITDA leverage will continue to edge lower through earnings growth attributable to market share expansion and achievement of synergies with recently acquired Remy. Affirmations: Issuer: GC EOS Buyer, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Term Loan, Affirmed B3 (LGD3) Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: GC EOS Buyer, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE BBB Industries' B3 CFR broadly reflects the company's elevated financial risk evidenced by its very high leverage approximating 7.3x on a Moody's-adjusted debt-to-EBITDA basis. Moody's expects debt-to-EBITDA leverage to improve to a low 6.0x range in the next twelve months through earnings growth following the company's displacement of a competitor on a key large customer account and synergies realized from its recent acquisition of Power Product's North American Rotating Electrical business. The rating also reflects the cyclical nature of the auto parts market, substantial customer concentration (two customers represent approximately 40% of revenues) and projected free cash flow deficit. Partially mitigating these risks are the company's good market position, the relative stability provided by significant revenue contribution from aftermarket products, and adequate liquidity supported primarily by unused capacity under a $125 million asset-based revolving credit facility ($29 million drawn as of 3/31/19). Developments that could lead to an upgrade include an improvement in operating performance supporting the company's ability to maintain EBITA-to-interest expense over 2.0 times, debt-to-EBITDA under 5.5 times, and free cash flow-to-debt above 3%. A downgrade could occur if deteriorating operating results, customer losses or spending reductions, debt-financed acquisitions or shareholder dividends result in the debt-to-EBITDA leverage ratio remaining above 6.5x, EBITA-to-interest expense sustained below 1.5x, or continued free cash flow deficits. A deterioration in liquidity such as a further reduction in revolver borrowing availability could also result in a downgrade. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Headquartered in Daphne, Alabama, GC EOS Buyer, Inc. (d/b/a BBB Industries) is a supplier of primarily remanufactured automotive replacement parts to the North America automotive and light truck OEMs and aftermarket. The company's products include alternators, starters, brake calipers, power steering components and turbochargers. BBB was acquired by affiliates of Genstar Capital in August 2018. For the twelve-months period ended March 31, 2019, pro-forma for the acquisition of Remy, the company's net revenues are approximately $700 million. BEAVER STREET INVESTMENTS: Case Summary & 3 Unsecured Creditors --------------------------------------------------------------- Debtor: Beaver Street Investments, LLC 182 Beaver Street Akron, OH 44304 Business Description: Beaver Street Investments LLC is the fee simple owner of four real estate properties in Akron, Ohio, having a total current value of $1.16 million. Chapter 11 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Northern District of Ohio (Akron) Case No.: 19-51511 Judge: Hon. Alan M. Koschik Debtor's Counsel: David A. Mucklow, Esq. DAVID A. MUCKLOW 919 E Turkeyfoot Lake Road #B Akron, OH 44312 Tel: (330) 896-8190 Fax: (330) 896-8201 E-mail: davidamucklow@yahoo.com Total Assets: $1,166,000 Total Liabilities: $809,795 The petition was signed by E. William Glause, III, member. A full-text copy of the petition containing, among other items, a list of the Debtor's three largest unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb19-51511.pdf BES LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of BES LLC as of June 26, according to a court docket. About BES LLC BES LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-57615) on May 15, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $1 million. The case has been assigned to Judge Paul Baisier. Paul Reece Marr, P.C. is the Debtor's legal counsel. BIG DOG II: Aug 2 Hearing on Disclosure Statement ------------------------------------------------- The hearing to consider the approval of the disclosure statement of Big Dog II, LLC will be held at 100 N. Palafox Street, Courtroom 1, Pensacola, FL 32502 on August 2, 2019 at 10:00 AM, Central Time. July 26, 2019, is fixed as the last day for filing and serving written objections to the disclosure statement. About Big Dog II LLC Big Dog II, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-30284) on March 15, 2019. At the time of the filing, the Debtor had estimated assets and liabilities of between $1 million and $10 million. The case has been assigned to Judge Jerry C. Oldshue Jr. Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons P.A. is the Debtor's bankruptcy counsel. BNG FITNESS: $2.5K Sale of 2006 Honda Shadow 750 Motorcycle Okayed ------------------------------------------------------------------ Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida authorized BNG Fitness, LLC's sale of the 2006 Honda Shadow 750 Motorcycle, VIN JH2RC504M204560, to Ernie Mathers for $2,500, cash. BNG Fitness, LLC sought chapter 11 protection (Bankr. M.D. Fla. Case No. 19-05123) on May 30, 2019. The Debtor tapped David W. Steen, Esq., at David W Steen, P.A., as counsel. BODY RENEW: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Two affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Body Renew Winchester II, LLC 19-50547 201 Centre Drive Suite 111 Stephens City, VA 22655 Body Renew Winchester, LLC 19-50548 170-10 Delco Plaza, Suite 10 Winchester, VA 22602 Business Description: The Debtors are privately held companies in the health/fitness clubs & gyms business. Chapter 11 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Western District of Virginia (Harrisonburg) Judge: Hon. Rebecca B. Connelly Debtors' Counsel: James P. Campbell, Esq. CAMPBELL FLANNERY, P.C. 1602 Village Market Blvd Suite 2 Suite 225 Leesburg, VA 20175 Tel: (703) 771-8344 Fax: (703) 777-1485 E-mail: jcampbell@campbellflannery.com Body Renew Winchester II's Estimated Assets: $0 to $50,000 Body Renew Winchester II's Estimated Liabilities: $1 million to $10 million Body Renew Winchester's Estimated Assets: $0 to $50,000 Body Renew Winchester's Estimated Liabilities: $1 million to $10 million The petitions were signed by Jeremy W. Wright, manager. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at: http://bankrupt.com/misc/vawb19-50547.pdf http://bankrupt.com/misc/vawb19-50548.pdf CALLON PETROLEUM: Moody's Hikes CFR to B1, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Callon Petroleum Company's Corporate Family Rating to B1 from B2, its Probability of Default Rating to B1-PD from B2-PD, the ratings on its senior unsecured notes to B2 from B3 and the Speculative Grade Liquidity rating to SGL-2 from SGL-3. The outlook was changed to stable from positive. "Callon has grown its production and reserves organically and through acquisitions, while generating retained cash flow to debt in excess of 30%," commented James Wilkins, Moody's Vice President. "Despite its modest size relative to its peers, we expect Callon will continue its growth while maintaining strong cash flow-based leverage and capital efficiency metrics." Upgrades: Issuer: Callon Petroleum Company Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Corporate Family Rating, Upgraded to B1 from B2 Senior Unsecured Notes, Upgraded to B2 (LGD5) from B3 (LGD5) Outlook Actions: Issuer: Callon Petroleum Company Outlook, Changed To Stable From Positive RATINGS RATIONALE Callon's B1 CFR reflects its growing scale, improved credit metrics as well as its recent track record of growing production and reserves. It has spent heavily to grow its production and proved reserves. Production in the first quarter 2019 of over 40 thousand barrels of oil equivalent per day (Mboe/d) grew over 50% from 26.6 Mboe/d in the prior year quarter. Moody's expects that Callon's production will increase to 45-50 Mboe/d by late 2020. The company's margins have benefitted from its competitive unit costs as well as the high proportion of oil in its production volumes and it has a leveraged full cycle ratio above 1.7x, reflecting good capital efficiency of operations. Moody's expects Callon will generate positive free cash flow in the second half of 2019, as it lowers the number of drilling rigs to four from six and wells from its first Delaware Basin mega-pad start producing. Callon is focused on a single geographic region (Permian Basin) with operations in the Delaware and Midland basins, which requires significant capital to develop. It added to its acreage in mid-2018 with the $590 million purchase of 28 thousand acres in the Delaware Basin and recently closed on a small divestiture (Ranger) in the Southern Midland Basin, which provided net proceeds of $245 million with potential incremental cash payments of $60 million. Following the sale, Callon repaid revolver borrowings with the sale proceeds and gave notice for the redemption of its 10% Series A cumulative preferred stock (~$73 million). The company's use of equity to partially fund its 2018 acquisition has resulted in lower leverage than it otherwise would have. Moody's expects the company may engage in further non-core asset sales (possibly including an interest in its midstream infrastructure) using proceeds to fund smaller additions within its three core Permian Basin operating areas. Callon's SGL-2 Speculative Grade Liquidity Rating reflects good liquidity, supported by cash flow from operations, availability under the asset based revolving credit facility and modest cash balances ($10 million as of March 31, 2019). Callon had $747 million of availability under its revolving credit facility due May 25, 2023, as of March 31, 2019, pro forma for the $245 million southern Midland Basin divestiture proceeds being applied to repayment of outstanding revolver borrowings. The borrowing base is re-determined two times per year, and was reaffirmed at $1.1 billion in May 2019 with commitments held at $850 million. Moody's expects Callon to generate negative free cash flow for the full-year 2019 of roughly $125 million and remain reliant on its revolving credit facility. However, in the second half of 2019, Callon will begin to generate modest positive free cash flow. The revolving credit facility has two financial covenants: a minimum current ratio (1.0x) and a maximum leverage ratio (debt/EBITDAX of 4.0x); Moody's expects the company will comply with both covenants through mid-2020. The company's next maturity of notes is in October 2024. Callon's senior unsecured notes are rated B2, one notch below the B1 CFR, reflecting their more junior priority ranking to the senior secured borrowings under the company's revolving credit facility. If the proportion of secured debt (which has a more senior priority ranking compared to the senior unsecured notes) rises, the notes could be rated two notches below the CFR. The stable outlook reflects Moody's expectation that Callon's credit metrics will improve, and that it will manage its development program such that it does not generate meaningful negative free cash flow. The ratings are not likely to be upgraded in the near-term due to Callon's scale. The ratings could be upgraded if Callon increases its scale (with average daily production approaching 100 Mboe/d), reduces leverage (with debt to average daily production falling towards $20,000), and maintains retained cash flow (RCF) to debt above 40%. A downgrade would be considered if RCF/debt falls below 25%, capital efficiency weakens significantly, or if debt to average daily production remains above $30,000 for an extended period. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Callon Petroleum Company, headquartered in Houston, TX, is an independent exploration and production company with operations in the Permian Basin in West Texas. CAREVIEW COMMUNICATIONS: Files Amended Articles of Incorporation ---------------------------------------------------------------- As previously reported by CareView Communications, Inc., in its current report on Form 8-K filed with the Securities and Exchange Commission, on April 11, 2019 the Board of Directors of the Company approved an amendment to the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $0.001, from 300,000,000 shares to 500,000,000 shares, and on May 14, 2019, the Charter Amendment was approved by written consent of the holders of 72,863,770 shares of the Company's Common Stock, representing approximately 52% of its outstanding shares of Common Stock, in lieu of a special meeting. Following the Company's furnishing of an information statement to the Company's stockholders, pursuant to Rule 14c-2 of the Securities Exchange Act of 1934, as amended, the Charter Amendment was filed with the Secretary of State of the State of Nevada on, and effective as of, June 26, 2019. About CareView Communications CareView Communications, Inc. -- http://www.care-view.com/-- is a provider of products and on-demand application services for the healthcare industry, specializing in bedside video monitoring, software tools to improve hospital communications and operations, and patient education and entertainment packages. Its proprietary, high-speed data network system is the next generation of patient care monitoring that allows real-time bedside and point-of-care video monitoring designed to improve patient safety and overall hospital costs. The entertainment packages and patient education enhance the patient's quality of stay. CareView is dedicated to working with all types of hospitals, nursing homes, adult living centers and selected outpatient care facilities domestically and internationally. The Company's corporate offices are located at 405 State Highway 121 Bypass, Suite B-240, Lewisville, TX 75067. Careview Communications reported a net loss of $16.07 million for the year ended Dec. 31, 2018, compared to a net loss of $20.07 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $8.21 million in total assets, $89.04 million in total liabilities, and a total stockholders' deficit of $80.83 million. BDO USA, LLP, in Dallas, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has accumulated losses since inception that raise substantial doubt about its ability to continue as a going concern. CELLA III: Taps Sternberg Naccari as Special Counsel ---------------------------------------------------- Cella III, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Sternberg, Naccari & White, LLC as its special counsel. The firm will represent the Debtor in a lawsuit styled Cella III, LLC v. Jefferson Parish Hospital Service District #2, et al (No. 787-536) 24th J.D.C., Parish of Jefferson, State of Louisiana. The suit stems from Cella III's attempts to compel East Jefferson General Hospital to honor its lease obligations to completely re-orient parking and signage and transform the Cella III property into a free-standing emergency department. The firm's current hourly rates are: Scott L. Sternberg $275 David LaCerte $275 Joseph R. Marriot $225 Michael Finkelstein $225 Natalie Mitchell $225 Sternberg received $10,000 as retainer. Scott Sternberg, Esq., a partner at Sternberg, disclosed in court filings that the firm and its attorneys neither hold nor represent an interest adverse to the Debtor's estate. The firm can be reached at: Scott Sternberg, Esq. 935 Gravier, Suite 2020 New Orleans,LA 70112 Phone: +1 (504) 324 1887 Fax: (504) 534 8961 Email: scott@snw.law About Cella III, LLC Cella III, LLC, a company based in Metairie, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, is the Debtor's bankruptcy counsel. CENTURY ALUMINUM: Moody's Lowers CFR to B3, Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of Century Aluminum Company to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD, and the rating on the $250 million senior secured notes due in 2021 to Caa1 from B3. Moody's affirmed the Speculative Grade Liquidity rating of SGL-3. The outlook is stable. "The downgrade is driven by a material deterioration in Century's credit profile due to the recent volatility in aluminum and alumina prices and our expectations that, while EBITDA and cash flow will likely strengthen in 2H19 and 2020, the level of the anticipated improvement in debt protection metrics in the next 12-18 months will not be sufficient to support the prior B2 CFR," said Botir Sharipov, Vice President and lead analyst for Century Aluminum. Downgrades: Issuer: Century Aluminum Company Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD4) from B3 (LGD5) Outlook Actions: Issuer: Century Aluminum Company Outlook, Changed To Stable From Negative Affirmations: Issuer: Century Aluminum Company Speculative Grade Liquidity Rating, Affirmed SGL-3 RATINGS RATIONALE Century's B3 Corporate Family Rating reflects its relatively small size, high cost position related in large part to relatively high energy and labor costs in the US, and its exposure to the volatile global aluminum market fundamentals, which remain challenging. The rating also considers the stability of Century's aluminum offtake, most of which is under contract with Glencore plc (Baa1, stable). Century also has adequate liquidity. The CFR recognizes that Century's LTM operating and financial performance reflects the turbulent aluminum market environment seen in 2018 that evidenced an increase in aluminum prices and even higher rise in alumina prices following the 50% alumina production curtailment at the Alunorte refinery in Brazil, US sanctions against Rusal and Section 232 tariffs. As Century sources its alumina requirements from the Gramercy Alumina Refinery, Concord Resources (unrated) and Glencore PLC (Baa1, stable), it is almost entirely exposed to the volatility in alumina prices, which could have a significant impact on the company's margins, earnings and cash flow. This volatility along with the equipment failure at the company's Sebree smelter in 2018 have contributed to the deterioration in Century's credit metrics in the LTM with the lag impact of previously high alumina prices still reflected in 1Q19 results. The company's LTM EBITDA, as adjusted by Moody's, declined to $3 million as of March 31, 2019 from $28 million in 2018 and $165 million in 2017. Adjusted debt/EBITDA increased to about 13x in 2018. Alumina prices have declined sharply from a multi-year high of $710/MT in April 2018 to about $320/MT currently after Rusal sanctions were lifted in January 2019 and Alunorte refinery was allowed to ramp up production towards the normal run rate. LME aluminum prices have also been under pressure lately falling to about $1,740/MT recently after averaging $2,110/MT in 2018, largely due to higher aluminum exports out of China and global economic growth concerns. Aluminum prices have retreated by less than alumina prices driving down the ratio between the alumina and aluminum prices to about 19% recently from above 30% in 2018, which bodes well for Century's operating margins and EBITDA growth in the coming quarters. That said, the high cost nature of the company's smelters and a high sensitivity of its earnings and cash flows to incremental changes in alumina and aluminum prices, which are likely to remain volatile are constraining factors for the company's credit rating. Century also faces a number of ESG risks, typical for a primary aluminum producer, including the risks related to carbon dioxide emissions by its smelters, stringent environmental regulations governing third party coal-fired plants that supply some of the company's energy requirements as well as its highly unionized workforce, which represents about 65% of the total workforce. Century's credit metrics are currently weakly positioned for the rating. However, Moody's expects that higher anticipated production from the Hawesville idled capacity restart and other value-added capacity expansions as well as falling alumina prices should lead to the recovery in Century's operating margins and EBITDA growth in 2H19 and 2020 and result in improved credit metrics that will support its rating. Moody's estimates that adjusted EBITDA will increase to about $12 million in 2019 and $84 million in 2020 and that adjusted debt/EBITDA will decline to about 5.2x in the next 12-18 months. Century's SGL-3 rating reflects the company's adequate liquidity profile with $22 million in cash and cash equivalents as of March 31, 2019 and $102 million available under its $175 million revolving credit facility (ABL). The facility matures in May 2023 or six months before the maturity of senior secured notes, which are due in June 2021. Liquidity is also supported by an up to $50 million revolving credit facility to its Iceland subsidiary, Nordural Grundartangi ehf, which expires in November 2020. The Caa1 rating on the senior secured notes reflects their weaker position in the capital structure behind the company's $175 million ABL (unrated). The secured notes benefit from a second priority lien on all domestic assets, stock of domestic subsidiaries, and 65% of stock of foreign subsidiaries. Because the company does not currently have domestic first lien funded debt other than the ABL, the secured notes effectively have a first lien claim on the domestic assets not pledged to the ABL. The stable outlook reflects Moody's expectations that alumina market stabilizes and the alumina-aluminum price ratio settles around current levels. The outlook also anticipates that the company will maintain an adequate liquidity position while rebuilding the last 2 potlines at the Hawesville smelter and investing in other value-added capacity expansion projects. The ratings could be upgraded should the company demonstrate a sustainable EBIT margin of at least 6%, EBIT/interest of 3.0x and if leverage, as measured by the debt/EBITDA ratio is sustained below 4.5x. The rating could be downgraded should, on a sustained basis, the EBIT margin remain below 2%, EBIT/interest at less than 1.5x and debt/EBITDA ratio at above 5.5x, or if the liquidity deteriorates meaningfully. The principal methodology used in these ratings was Steel Industry published in September 2017. Headquartered in Chicago, Illinois, Century is a primary aluminum producer in North America and Iceland with ownership interests in four aluminum production facilities. The company also produces carbon anodes at its Century Vlissingen facility in the Netherlands. Revenues for the twelve months ended March 31, 2019 were $1.9 billion. Glencore plc and its affiliates own 42.9% of Century's outstanding common stock. CHL-DEKALB II: Moody's Alters Outlook on Ba3 Bonds Rating to Stable ------------------------------------------------------------------- Moody's Investors Service has revised the outlook to stable from negative and affirmed the Ba3 rating on Illinois Finance Authority's Student Housing Revenue Bonds (CHF-Dekalb II LLC Northern Illinois University Project) Series 2011. RATINGS RATIONALE The outlook revision to stable from negative reflects CHF-Dekalb IIs strong affiliation and support from Northern Illinois University (the "University" or "NIU"). On May 13, 2019 Moody's revised the outlook on NIU to stable from negative. Ratings were affirmed for NIU's outstanding Auxiliary System Revenue Bonds (Ba2) and Certificates of Participation (Ba3), based on NIU's strengthened liquidity and operating performance following its receipt of state funding for fiscal 2017 and fiscal 2018. The revised outlook for the University also incorporates Moody's expectations for modest increases in funding from the State of Illinois (Baa3 stable) over the outlook period. The Ba3 rating for CHF-Dekalb II LLC (the "Project") reflects NIU's support for the Project under the Management Agreement, which provides a 95% occupancy commitment or advances to the Project in the event of occupancy shortfalls from the University's legally available funds. The combined occupancy rate for Fall 2018 was reported at 96% and at 92% for Spring 2019. While recent year's enrollment pressures at the University have driven down occupancy levels at NIUs owned housing properties, the Project has benefitted from the University's support under the Management Agreement. Through June 30, 2018, the University has provided the Project a total of $2.5 million in operating support out of its own funds. The terms of the Management Agreement also require the University guarantee rent for a related dining facility in case of sub-lease termination. In the absence of legally available funds, both the occupancy and dining commitments from the University are subject to termination and cancellation without penalty, accelerated payment or other recoupment mechanism. RATING OUTLOOK The stable outlook reflects the University's strong affiliation and support for the Project. FACTORS THAT COULD LEAD TO AN UPGRADE - While an upgrade is not anticipated in the near term, a significant and sustained increase in occupancy at the Project coupled with enrollment growth at the University would be a positive credit factor. - Upgrade of the University FACTORS THAT COULD LEAD TO A DOWNGRADE - Failure of the University to fund occupancy shortfalls - Downgrade of the University, which provides occupancy guarantee and expenses - Erosion of debt service coverage ratio ("DSCR") LEGAL SECURITY The Series 2011 bonds are limited obligation of the Issuer, secured by trust estate assets and payments to be made under the Loan Agreement. As long as the University is the Project manager, all Project revenues will be deposited into a University-held restricted account from which bi-annual payments will be made as set forth in the trust indenture. On an annual basis, funds accrued in the revenue fund are transferred to the surplus fund, and are released to University as general revenue subject to a 1.20x Project debt service coverage test certified in the previous year's audited financial statements. If the University ceases to be the Project manager, the revenue fund and all other funds revert to Trustee control, with the ensuing third-party manager submitting all gross revenues to the Trustee on a weekly basis. The legal covenants for the bonds are satisfactory and include provisions for certain reserve funds. According to the trust indenture, operating expenses are subordinate to debt service. Lastly, the trust indenture requires the Project to maintain a minimum operating margin of 1.20x debt service coverage (the rate covenant). PROFILE CHF-Dekalb II LLC is a single member limited liability company established for the purpose of assisting NIU in providing on-campus housing for its students. The sole member of CHF-Dekalb II, LLC is Collegiate Housing Foundation, an Alabama not-for-profit corporation organized in 1996 exclusively for charitable and educational purposes, including assisting its member colleges and universities in providing housing for their enrolled students and faculty and otherwise assisting its member colleges and universities in furtherance of their educational missions. CHF Dekalb II is the owner and borrower for both student housing facilities that comprise the Project, which is located on the University's main campus. The New Hall Project contains 1,008 beds and is geared toward unmarried freshman entering the University under the age of 21, who are not living with a parent/guardian. Northern View Apartments is available for non-traditional students and their families. CLAIMS RECOVERY: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: Claims Recovery Associates LLC 1107 Fair Oaks Ave #127 South Pasadena, CA 91030 Business Description: Claims Recovery Associates LLC owns in fee simple a property located at 3124 Rowena Ave, Los Angeles, California valued by the company at $3.1 million. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-17545 Judge: Hon. Sandra R. Klein Debtor's Counsel: Julie J. Villalobos, Esq. OAKTREE LAW 10900 183rd St Ste 270 Cerritos, CA 90703 Tel: 562-741-3938 Fax: 888-408-2210 E-mail: julie@oaktreelaw.com Total Assets: $3,125,000 Total Liabilities: $2,514,525 The petition was signed by Temidayo Akinyemi, authorized agent. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-17545.pdf CLIFTON HOSPITALITY: Seeks to Hire Nolan Heller as Counsel ---------------------------------------------------------- Clifton Hospitality, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of New York to employ Nolan Heller Kauffman LLP, as counsel to the Debtors. Clifton Hospitality requires Nolan Heller to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession of the continued operation of the business and management of its property; b. prepare on the Debtor's behalf as debtor-in-possession necessary applications, answers, reports, orders, disclosure statement and plan; c. represent the Debtor in litigation; d. represent the Debtor in various transactional and other legal matters as may be required or desirable; and e. perform all legal services for the Debtor as may be necessary herein. Nolan Heller will be paid at these hourly rates: Partners $300 Associates $275 The Debtor paid Nolan Heller an initial retainer of $14,000, and additional $7,500 on June 11, 2019. The amount of $12,060 has been applied to accrued prepetition fees and $1,717 filing fee, with the balance of $2,572 held in retainer pending future application and allowance of fees by the Bankruptcy Court. Nolan Heller will also be reimbursed for reasonable out-of-pocket expenses incurred. Francis J. Brennan, a partner at Nolan Heller, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Nolan Heller can be reached at: Francis J. Brennan, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, NY 12207 Tel: (518) 449-3300 Fax: (518) 432-3189 E-mail: fbrennan@nhkllp.com About Clifton Hospitality Clifton Hospitality Inc., a New York corporation, operates an independent, 75-room hotel at 7 Northside Drive, Clifton Park, New York. The Property is owned by Clifton Motel II, LLC, a separate entity with some common ownership with the Debtor and includes restaurant and banquet facilities, operated by Clifton Restaurant Group, LLC. Clifton Suites, Inc., is the managing member of Clifton Motel. Clifton Hospitality Inc., based in Clifton Park, NY, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 19-11094) on June 12, 2019. In the petition signed by Frank M. Carnevale, authorized representative, the Debtor disclosed total assets of $1,960,674, and total liabilities of $9,044,773. The Hon. Robert E. Littlefield Jr. oversees the case. Francis J. Brennan, Esq., at Nolan Heller Kauffman LLP, serves as bankruptcy counsel to the Debtor. COASTAL CARDIOLOGY: PCO Appointment Not Necessary, Court Says ------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland found that the appointment of a patient care ombudsman is not necessary for Coastal Cardiology, LLC. The decision was made following the Debtor's motion, dated June 3, 2019, requesting the Court to determine the appointment of a PCO as unnecessary. About Coastal Cardiology Coastal Cardiology, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 19-15398) on April 20, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Thomas J. Catliota. The Law Offices of William Johnson is the Debtor's counsel. COLLECTIVE INTERESTS: Seeks to Hire Ray Battaglia as Counsel ------------------------------------------------------------ Collective Interests Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Offices of Ray Battaglia, PLLC, as counsel to the Debtor. Collective Interests requires Ray Battaglia to: a. advise the Debtor with respect to its powers and duties as Debtor and debtor in possession in the continued management and operation of its business and properties; b. attend meetings and negotiate with representatives of creditors and other parties in interest, and advise and consult on the conduct of the case, including all of the legal and administrative requirements of operating in chapter 11; c. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against its estate, negotiations concerning litigation in which the Debtor may be involved, and objections to claims filed against the estate; d. prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e. advise the Debtor in connection with any sales of assets; f. negotiate and prepare on the Debtor's behalf a plan of reorganization, disclosure statement, and all related agreements and documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; g. appear before this Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and h. perform all other necessary legal services and provide all other necessary or appropriate legal advice to the Debtor in connection with the Chapter 11 Case. Ray Battaglia will be paid at the hourly rate of $425. The Debtor paid Ray Battaglia the initial Retainer of $17,717. As of the Petition Date, the balance of the Retainer was $12,719.73 after payment of $1,717, the outstanding fees owed to the Firm through the Petition Date of $2,677.50, and the merchant charge for credit card payment of $602.77. The Retainer will remain in the Firm's IOLTA trust account as a post-petition retainer to be applied against post-petition fees and expenses after application to and approval by the Court. The Debtor has paid the Firm $4,997.27 from its initial engagement through the Petition Date. Ray Battaglia will also be reimbursed for reasonable out-of-pocket expenses incurred. Raymond W. Battaglia, partner of the Law Offices of Ray Battaglia, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ray Battaglia can be reached at: Raymond W. Battaglia, Esq. LAW OFFICES OF RAY BATTAGLIA, PLLC 66 Granburg Circle San Antonio, TX 78218 Tel: (210) 601-9405 E-mail: rbattaglialaw@outlook.com About Collective Interests Collective Interests -- http://www.coachworkscarwash.com/-- is a local, family-owned and operated business that provides automotive repair and maintenance services, including car washing, detailing, oil changes, and state inspections. Collective Interests, Inc., based in Austin, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-10665) on May 21, 2019. In the petition signed by Gary Domel, president, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The Hon. Christopher H. Mott oversees the case. Raymond W. Battaglia, Esq., at the Law Offices of Ray Battaglia, PLLC, serves as bankruptcy counsel to the Debtor. CRAIG WALKER: Plan Admin's $1.9M Sale of FSW Bank Shares Approved ----------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized C. Randel Lewis, the Plan Administrator for the Craig J. Walker and Susan Ann Walker, to sell the 211,580 shares of First Southwest Bancorporation, Inc., together with the estate's power to vote the share, to Strategic Value Private Investors, LP, for $1,946,536 or $9.20 per share. The sale is free and clear of liens, claims, and interests. The Plan Administrator is authorized to execute documents as necessary to close the sale pursuant to the order. About Craig and Susan Walker Craig J. Walker and Susan Ann Walker sought Chapter 11 protection (Bankr. D. Colo. Case No. 15-18281) on July 24, 2015. Walker III - Voss, LLC filed for Chapter 11 protection (Bankr. D. Colo., Case No. 15-19428) on Aug. 24, 2015. The cases are jointly administered. The official committee of unsecured creditors was appointed in the Debtors' Bankruptcy Case on Aug. 10, 2015, as amended by the United States Trustee on Feb. 24, 2016. On Nov. 10, 2015, the Court appointed C. Randel Lewis as examiner for the Individual Debtors. The Examiner was also appointed in the Walker III-Voss, LLC case on Oct. 5, 2016. CYTORI THERAPEUTICS: Adjourns Annual Meeting Until July 11 ---------------------------------------------------------- Cytori Therapeutics, Inc., reconvened its annual meeting of stockholders on Thursday, June 27, 2019 and adjourned the meeting until Thursday, July 11, 2019, at 9:00 a.m., Central Time. The annual meeting was adjourned to allow the Company's stockholders an additional opportunity to evaluate Proposal 4, relating to the approval of a reverse stock split of the Company's common stock. Although more than 69% of the votes cast were in favor of the reverse stock split (Proposal 4), this constitutes approximately 48% of the Company's outstanding shares of common stock and approval requires the affirmative vote of a majority of the outstanding shares of common stock. The annual meeting was adjourned until 9:00 a.m., Central Time, on July 11, 2019 at 4200 Marathon Blvd., Suite 200, Austin Texas 78756, the Company’s offices in Austin, Texas. The record date for the annual meeting remains March 29, 2019. Stockholders that have yet to vote are requested to do so prior to the new July 11 meeting date and are encouraged to vote in favor of the reverse stock split as outlined in the Company's proxy materials. Stockholders who have previously sent in proxy cards or given instructions to brokers do not need to re-cast their votes unless they want to change their vote. Proxies previously submitted in respect of the meeting will be voted at the adjourned meeting unless properly revoked. If stockholders have questions, need help voting shares, or want to change a vote in favor of Proposal 4, please call The Proxy Advisory Group, LLC, which is assisting the Company in this matter at 1-888-557-7699 or 1-888-55PROXY. About Cytori Based in San Diego, California, Cytori -- http://www.cytori.com/-- is developing, manufacturing, and commercializing nanoparticle-delivered oncology drugs. Cytori is focused on the liposomal encapsulation of anti-neoplastic chemotherapy agents or other drugs which may enable the effective delivery of the agents to target sites while reducing systemic toxicity and improving pharmacokinetics. Cytori's pipeline consists of ATI-0918 pegylated liposomal doxorubicin hydrochloride for breast cancer, ovarian cancer, multiple myeloma, and Kaposi's sarcoma, a complex/hybrid generic drug, and ATI-1123 patented albumin-stabilized pegylated liposomal docetaxel for multiple solid tumors. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of March 31, 2019, Cytori had $24.61 million in total assets, $20.75 million in total liabilities, and $3.85 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DAS MOTORS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: DAS Motors Corporation dba Lang Nissan at Mission Bay 4433 Mission Bay Drive San Diego, CA 92109 Business Description: DAS Motors Corporation -- https://www.langnissan.com/ -- is a car dealer in San Diego, California, offering a wide inventory of new & used nissan vehicles. The Company serves drivers in Pacific Beach, Ocean Beach, Chula Vista, and La Mesa. Chapter 11 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Southern District of California (San Diego) Case No.: 19-03752 Judge: Hon. Christopher B. Latham Debtor's Counsel: K. Todd Curry, Esq. CURRY ADVISORS, A PROFESSIONAL LAW CORPORATION 185 West F Street, Suite 100 San Diego, CA 92101 Tel: 619-238-0004 E-mail: tcurry@currylegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Lang, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/casb19-03752_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/casb19-03752.pdf DESERT LAND: Trustee Seeks to Hire Gordon Law as Special Counsel ---------------------------------------------------------------- Kavita Gupta, the Chapter 11 trustee for Desert Land LLC, seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Gordon Law to prepare an employee handbook required by insurance carriers. In light of the pending termination of Desert Land's agreement with Hospitality Associates, Inc., which managed the Desert Oasis Motel, the company decided to directly hire the staff at the motel employed by Hospitality to continue its operations, and obtain insurance to protect its bankruptcy estate against potential administrative claims. Gordon Law will be paid a flat fee of $2,500 for the preparation of the employee handbook. Aviva Gordon, Esq., the firm's attorney who will be providing the services, will be paid at the rate of $425 per hour. Gordon Law is disinterested within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: Aviva Y. Gordon, Esq. Gordon Law 2850 W. Horizon Ridge Pkwy., Suite 200 Henderson, NV 89052 Phone: (702) 527-5557 About Desert Land On April 30, 2018, Tom Gonzales commenced an involuntary petition for relief under Chapter 7 of the Bankruptcy Code against Desert Land, LLC. The petitioning creditor was Bradley J. Busbin, trustee for the Gonzales Charitable Remainder Unitrust One. Jamie P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP represents the Trustee. The court ordered the conversion of the Chapter 7 case to a case under Chapter 11 on June 28, 2018 (Bankr. D. Nevada, Lead Case No. 18-12454). The Debtor's affiliates are Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and Skyvue Las Vegas LLC. Schwartzer & McPherson Law Firm serves as the Debtors' counsel. Curtis Ensign, PLLC, is the special litigation counsel. DSMR CONSULTANTS: Hires Golden Star as Real Estate Broker --------------------------------------------------------- DSMR Consultants, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Golden Star Realty, Inc., as real estate broker to the Debtor. DSMR Consultants requires Golden Star to market and sell the Debtor's real property located at 44361 66th Street, Bangor, Michigan 49013. Golden Star will be paid a commission of 6% of the purchase price. Crystalle Demarest, broker of Golden Star Realty, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Golden Star can be reached at: Crystalle Demarest GOLDEN STAR REALTY, INC. 116 Gremps St. Paw Paw, MI 49079 Tel: (269) 547-7279 E-mail: crystalle.demarest@gmail.com About DSMR Consultants Based in Las Vegas, Nevada, DRMR Consultants LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-10153) on Jan. 10, 2019, listing under $1 million in both assets and liabilities. David Mincin, Esq., at Mincin Law PLLC, is the Debtor's counsel. EIF CHANNELVIEW: Moody's Ups Ratings on $305MM Secured Loans to Ba3 ------------------------------------------------------------------- Moody's Investors Service upgraded to Ba3 from B1 the rating on EIF Channelview Cogeneration, LLC's senior secured credit facilities. The facilities consist of a $275 million senior secured term loan B due 2025 (approx. $250 million currently outstanding) and a $30 million revolving credit facility due 2023. The rating outlook is stable. Channelview owns an 856 MW and 1.9 MM lbs/hr of steam, natural-gas fired, combined-cycle cogeneration facility located in the Houston zone of ERCOT. The Project has been in commercial operation since 2002 and provides an economic and reliable source of high and low-pressure steam and power to the adjacent petrochemical facility, operated by Equistar Chemicals, LP, a subsidiary of LyondellBasell Industries, N.V. (Lyondell: Baa1 stable), one of the world's largest independent petrochemical companies. The Project also serves the Houston zone of the ERCOT market with baseload power and ancillary services. The Project is indirectly owned by EIF Channelview, LLC. The indirect majority owner of the Sponsor is EIF United States Power Fund IV, a fund managed by Ares' Infrastructure and Power Group. RATINGS RATIONALE The upgrade reflects the implementation of several meaningful cost reductions undertaken by the Sponsor that are expected to result in sustained financial improvement prospectively, the most noteworthy of which is the expected savings from an amended and extended long-term services agreement (LTSA) with a subsidiary of Siemens Aktiengesellschaft (Siemens, A1 stable) executed late last year. Specifically, the LTSA was extended through the 4th major inspection, expected to occur in 2030, from the 3rd major inspection, expected in 2021. In return for the extension, Siemens agreed to reductions in fees under the contract, which will reduce major maintenance expenses. In addition, other smaller cost reductions, including lower property taxes, have been identified, which when combined with the benefits of the cost savings from the LTSA amendment and the benefits of somewhat higher near-term power price expectations in the ERCOT market, should meaningfully strengthen margins and cash flow. As such, over the next three years, all of Channelview's key financial metrics are expected to improve to levels, which are well-positioned within the Ba rating category as defined in the Power Generation Projects Methodology under the Moody's case, including an average debt service coverage (DSCR) over the next three years of 2.77x, an average Project CFO/Debt ratio of 19.17%, and an average Debt/EBITDA ratio of 2.62x over the same three-year time frame. Channelview earns a large portion of its revenues and cash flow from contractual arrangements for steam and electricity with Equistar and earns incremental revenue selling electricity into the ERCOT wholesale power market. Channelview also has two-year heat rate call option (HRCO) hedging arrangement with Morgan Stanley Capital Group that provide for incremental fixed capacity payments over the next few years. Incorporated into the rating upgrade is the importance of Channelview to Equistar's operations. The Equistar facility remains a key holding of Lyondell as it represents the largest of Lyondell's ethylene facilities and is integrated with Lyondell's sizeable Gulf Coast refinery and downstream petrochemical operations. We also understand that Equistar is exploring the possibility of expanding the size of its plant with additional capacity for ethylene and polyethylene polymers. Notwithstanding these positive considerations, the Ba3 rating is also balanced against the potential for volatility in cash flow and margins given Channelview's position as a merchant generator and its dependence on revenues from the sale of energy at market prices in an energy-only market. Rating Outlook The stable outlook reflects the expectation of improved cash flow that comes from reduced expenses and stronger market fundamentals for power sales in the ERCOT market. What Could Move the Rating Up Given the recent upgrade, the rating is well positioned at the lower end of the Ba-rating category. Positive trends that could lead to an upgrade include financial performance that exceeds our expected case resulting in stronger than expected cash flow, greater than expected debt repayment and credit metrics that are consistently well-positioned in the upper end of the Ba-rating category. What Could Move the Rating Down In light of the anticipated financial performance under the Moody's base case owing in large part to the cost reductions mentioned above, the rating has limited prospects for a downgrade in the near-term. The rating or the outlook could face downward pressure if incremental debt is added to the capital structure, should financial performance and expected deleveraging end up being substantially lower than our expectations on a sustained basis, should plant specific operating performance weaken from historical levels, or if key contractual off-takers face severe credit deterioration. EIF Channelview Cogeneration, LLC (Channelview, Borrower or Project) owns an 856 MW and 1.9 MM lbs/hr of steam, natural-gas fired, combined-cycle cogeneration facility near Houston, TX. The Project is indirectly owned by EIF Channelview, LLC (Sponsor). The indirect majority owner of the Sponsor is EIF United States Power Fund IV, L.P., a fund managed by Ares' Infrastructure and Power Group. ELITE TRANSPORTATION: Seeks to Hire Earp Cohn as Attorney --------------------------------------------------------- Elite Transportation of New Jersey, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Earp Cohn, P.C., as attorney to the Debtor. Elite Transportation requires Earp Cohn to represent the Debtor in the Chapter 11 bankruptcy proceedings. Earp Cohn will be paid at the hourly rate of $395. Earp Cohn will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald A. Nogowski, a partner at Earp Cohn, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Earp Cohn can be reached at: Donald A. Nogowski, Esq. EARP COHN, P.C. 20 Brace Rd., Suite 400 Cherry Hill, NJ 08034 Tel: (856) 354-7700 Fax: (856) 354-0842 E-mail: dnogowski@earpcohn.com About Elite Transportation Elite Transportation of New Jersey Inc. is a New Jersey corporation that provides transportation services. Elite Transportation of New Jersey Inc., based in Pennsauken, NJ, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-21734) on June 12, 2019. In the petition signed by Russel Cook, president, the Debtor disclosed $1,184,791 in assets and $1,514,232 in liabilities. The Hon. Jerrold N. Poslusny Jr. oversees the case. Donald A. Nogowski, Esq., at Earp Cohn, P.C., serves as bankruptcy counsel to the Debtor. EMPIRE GENERATING: Plan Confirmation Hearing Set for July 17 ------------------------------------------------------------ A hearing to consider confirmation of the amended joint Chapter 11 plan of reorganization of Empire Generating Co. LLC and its debtor-affiliates will be held before the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York on July 17, 2019, at 10:00 a.m. (Prevailing Eastern Time), at 300 Quarropas Street, White Plains, New York, New York 10601-4140. Objections to the plan, if any, must be filed on July 10, 2019, at 4:00 p.m. (Prevailing Eastern Time). About Empire Generating Empire Generating Co LLC engages in the generation and sale of natural gas fired electricity in New York. It owns and operates a power plant in Rensselaer, New York. Empire Generating is ultimately owned by non-debtor TTK Power, LLC, which in turn is indirectly owned by three sponsors: Tyr TTK Power, LLC ("Tyr"), KPIC USA, LLC ("Kansai") and TG TTK Power, LLC. Empire Generating Co, LLC, Empire Gen Holdco, LLC, Empire Gen Holdings, LLC, and TTK Empire Power, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-23007) on May 19, 2019. Empire Generating estimated assets and liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Steinhilber Swanson LLP as counsel; RPA Advisors as financial advisor and OMNI Management Group, Inc. as claims agent. ENALASYS CORPORATION: Taps M. Jones and Associates as Legal Counsel ------------------------------------------------------------------- Enalasys Corporation seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire M. Jones and Associates, PC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. assist and advise the Debtor relative to the administration of its bankruptcy case; b. represent the Debtor before the bankruptcy court and advise the Debtor on all pending litigations, hearings, motions and the decisions of the court; c. assist the Debtor in preparing legal papers and in reviewing all documents filed with the court by third parties; d. attend all meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; e. communicate with creditors and all other parties in interest; f. confer with other bankruptcy professionals, including accountants and consultants employed by the Debtor and parties in interest; g. assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; and h. prepare, draft and implement the Debtor's plan of reorganization and disclosure statement. M. Jones received a $35,000 retainer from the Debtor. Of this amount, the firm retained $27,125 in its trust account after paying costs and expenses prior to the filing of the case. The firm will be paid at these hourly rates: Michael Jones $550 Attorney Sara Tidd $450 Attorney Laily Boutaleb $350 Attorney Michael David $350 Attorney Paralegal $100 Paralegal Law Clerk $100 Law Clerk Michael Jones, Esq., at M. Jones and Associates, disclosed in court filings that he and other employees of the firm do not have connections with the Debtor, creditors or any party in interest. The firm can be reached through: Michael Jones, Esq. M. Jones and Associates, PC 505 N Tustin Ave, Ste 105 Santa Ana, CA 92705 Tel: (714) 795-2346 Fax: (888) 341-5213 Email: mike@MJonesOC.com About Enalasys Corporation Enalasys Corporation develops, markets and sells heating and air conditioning-related products and services especially those related to environmental matters. Enalasys Corporation filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11987) on May 23, 2019, listing under $1 million in both assets and liabilities. The Debtor is represented by Michael Jones, Esq., at M Jones & Associates, PC. ENERGY HOLDINGS: S&P Cuts ICR to B- on Lower-Than-Expected Margins ------------------------------------------------------------------ S&P Global Ratings lowered the ratings on Energy Holdings (Cayman) Ltd.'s (ECI) and its senior secured credit facilities to 'B-' from 'B'. The recovery rating remains '3' (50%-70%; rounded estimate: 50%), which indicates meaningful recovery in a default scenario. S&P also lowered the rating on its senior secured second-lien term loan to 'CCC' from 'CCC+'. The recovery rating remains '6' (0%-10%; rounded estimate: 5%), indicating negligible recovery in a default scenario. S&P said, "The downgrade reflects our opinion that debt reduction will take longer than we anticipated following last year's acquisition by Cerberus Capital Management (Cerberus). We believe ECI's cost reduction initiatives should bear fruit beyond the next 12 months, but that the debt burden will remain elevated in the near term. "The stable outlook reflects our view that leverage will remain above 6.5x for the foreseeable future, but liquidity will remain adequate. At this point, we believe the company's capital structure is sustainable over the long term. We expect the company will continue to execute its strategic initiatives to manage costs. We believe, however, that some of the costs will inhibit margins over the short term. We think the company will pursue acquisitions as part of its growth strategy, but we do not expect these to substantially increase. "We would downgrade ECI if additional debt causes its capital structure to become unsustainable, in our view. We believe this would most likely be the result of highly leveraged transactions (acquisitions or dividend recapitalizations) or the loss of significant customers. We could also downgrade the company if its liquidity weakens significantly, either because of negative free operating cash flow or the potential for breaching the springing covenant on its revolver becomes an area of concern. "We could upgrade the company if it reduces adjusted debt to EBITDA below 6.5x. We believe this could happen if the company's specialty transportation business continues to perform well and recent cost initiatives lead to significant improvement in margins. For an upgrade, we would also need to believe future financial policies will be consistent with the improved leverage and sustainable." ENOVA INT'L: Moody's Raises CFR to B2, Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded Enova International, Inc.'s corporate family and senior unsecured debt ratings to B2 from B3. The outlook is stable. The rating upgrade reflects the increase in the company's capitalization through earnings retention, which provides creditors with greater protection against unexpected losses. Moody's has also withdrawn the outlooks on Enova's corporate family rating and senior unsecured debt rating for its own business reasons. Upgrades: Issuer: Enova International, Inc. Corporate Family Rating, Upgraded to B2 from B3, Stable outlook withdrawn Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from B3, Stable outlook withdrawn Outlook Actions: Issuer: Enova International, Inc. Outlook, Remains Stable RATINGS RATIONALE The upgrade of Enova's ratings to B2 from B3 reflects a substantial progress the company has made in improving its capitalization through earnings retention in the past few quarters. In Moody's view, the increase in the company's capitalization levels substantially reduces its credit risk, providing a buffer for unexpected losses, which could stem from Enova's fast portfolio expansion or result from an economic downturn. The rating upgrade also reflects Enova's consistently strong earnings generation capacity, with minimal amounts of one-time costs. As of 31 March 2019, Enova's tangible common equity represented 10% of its tangible assets, a significant improvement from 5% a year ago. Since its spin-off from Cash America, International, Inc. in November 2014, Enova has demonstrated consistently strong earnings with minimal amounts of one-time costs. As with all payday lenders, Enova faces a high regulatory risk; however, the company's lower reliance on payday loans mitigates this concern. Moody's believes that Enova is better positioned for possible adverse changes in regulations than its branch-based peers, given its scalable online model with a lower fixed cost base, as well as its lower reliance on payday loans compared to most other peers. In 2018, 20% of Enova's revenues were derived from payday loans. While Enova's annual rate of loan portfolio expansion has slowed down to less than 20% in the first quarter of 2019 from over 30% in 2017, it remains fairly high. In general, Moody's views fast portfolio expansion as credit negative, given that high growth could present credit risks if underwriting is loosened. Partially mitigating this concern is Enova's substantially improved capitalization, which provides a higher loss absorption capacity. In addition, most of the growth in absolute terms has been in Enova's NetCredit installment loan portfolio, which targets borrowers with more established credit history, and which has lower levels of credit losses compared to other products in Enova's portfolio. Finally, Moody's believes that with Enova's extensive investments in its data analytics and underwriting over the years would help it reduce volatility in its asset quality through an economic cycle. WHAT COULD CHANGE THE RATINGS UP/DOWN The ratings for Enova could be upgraded if the company further improves its capitalization, while maintaining consistently strong profitability through an economic cycle, with well-managed asset quality, as well as if there is material reduction in the regulatory risk related to high-cost lending. Enova's ratings could be downgraded if its underwriting standards weaken amidst high loan portfolio growth, or if its profitability and leverage meaningfully deteriorate, and if its liquidity materially weakens. Enova's ratings could also be downgraded if the company pursues an aggressive financial policy, with substantial capital distributions. EYEPOINT PHARMACEUTICALS: Stockholders Elect Nine Directors ----------------------------------------------------------- EyePoint Pharmaceuticals, Inc., held its annual meeting of stockholders on June 25, 2019, at which the stockholders: (1) elected Goran Ando, M.D., Nancy Lurker, David J. Mazzo, Ph.D., Douglas Godshall, Jay Duker, M.D., Kristine Peterson, Ronald W. Eastman, John B. Landis, Ph.D., David Guyer, M.D. as directors, each to serve until the Company's 2020 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified; (2) approved an amendment to the Company's 2016 Long Term Incentive Plan; (3) approved the Company's 2019 Employee Stock Purchase Plan; (4) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement; (5) recommended, on a non-binding advisory basis, a yearly future advisory votes on the compensation of the Company's named executive officers; and (6) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2019. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. With the approval by the FDA on Oct. 12, 2018 of the YUTIQ three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye (NIPU), the Company has developed the majority of the FDA-approved sustained-release treatments for eye diseases. The Company reported a net loss of $44.72 million for the six months ended Dec. 31, 2018. For the year ended June 30, 2018, the Company reported a net loss of $53.17 million, compared to a net loss of $18.48 million for the year ended June 30, 2017. As of March 31, 2019, the Company had $81.85 million in total assets, $61.97 million in total liabilities, and $19.87 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, 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 limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. FC GLOBAL: Sues DS Healthcare for Breach of Contract ---------------------------------------------------- FC Global Realty Incorporated served a summons and complaint for breach of contract to DS Healthcare Group, Inc. ("DSKX") seeking payment by DSKX of amounts owed under a settlement agreement resolving previous litigation between the parties. As previously reported in the Company's filings with the United States Securities and Exchange Commission, on Feb. 16, 2016, the Company and certain of its subsidiaries entered into two Merger Agreements with DSKX. Those mergers failed to occur and the Company alleged that the failure was due to certain actions by DSKX, and that as a result of those actions the Company was entitled to certain break-up fees under the terms of the Merger Agreements. DSKX disputed those claims and asserted its own claims against the Company. On June 23, 2017, the Company and DSKX entered into a Confidential Settlement and Mutual Release Agreement to resolve that litigation, under which DSKX agreed to make certain payments to the Company, including a minimum payment of at least $800,000 within ten business days of the resolution of DSKX's legal malpractice lawsuit against Fox Rothschild, LLP. The Company claims the Fox Rothschild lawsuit was resolved on April 26, 2019, yet DSKX has refused to make any payments to it. The suit is known as FC Global Realty Incorporated f/k/a PhotoMedex, Inc. v. DS Healthcare Group, Inc. and is pending in the U.S. District Court for the Southern District of Florida. About FC Global Realty Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated -- http://www.fcglobalrealty.com/-- has recently transitioned to a company focused on real estate development and asset management, concentrating primarily on investments in, and the management and development of, income producing real estate assets. The Company is headquartered in Scottsdale, Arizona. FC Global reported a net loss attributable to common stockholders and participating securities of $4.66 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders and participating securities of $19.38 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $4.17 million in total assets, $4.79 million in total liabilities, and a total stockholders' deficit of $622,000. Fahn Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, issued a "going concern" opinion 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 incurred net losses for each of the years ended Dec. 31, 2018 and 2017 and has not yet generated any significant revenues from real estate activities. As of Dec. 31, 2018, there is an accumulated deficit of $139.7 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. FINCABIZ INC: Seeks to Hire Castillo Law as Counsel --------------------------------------------------- FinCabiz, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Castillo Law Firm as counsel to the Debtor. FinCabiz requires Castillo Law to: a. examine claims of creditors in order to determine their validity; b. provide legal advice and counsel to the Debtor; c. defend any actions brought for relief from the automatic stay; d. determine special treatment and payment of prepetition obligations; e. comply with the U.S. Trustee's reporting requirements; f. draft a Plan of Reorganization and Disclosure Statement; g. object to claims as may be appropriate; h. act on behalf of the Debtor in any and all bankruptcy law matters; and i. defend or prosecute any matters related to litigation before the Bankruptcy Court or any other court of appropriate jurisdiction. Castillo Law will be paid at these hourly rates: Attorneys $280 Paralegals $100 Castillo Law will be paid a retainer in the amount of $25,000. After deducting prepetition fees and expenses, the balance of the retainer of $4,160 has been held in the firm's trust account. Castillo Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Javier H. Castillo, a partner at Castillo Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Castillo Law can be reached at: Javier H. Castillo, Esq. CASTILLO LAW FIRM 145 E. Rowland Street, Suite A Covina, CA 91723 Tel: (626) 331-2327 Fax: (888) 229-0087 E-mail: jhcecf@gmail.com About FinCabiz, Inc FinCabiz, Inc., is a privately held company primarily engaged in renting and leasing real estate properties. FinCabiz, Inc., based in Woodland Hills, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-11386) on June 3, 2019. In the petition signed by Reto Fyffel, CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Victoria S. Kaufman oversees the case. Javier H. Castillo, Esq., at Castillo Law Firm, serves as bankruptcy counsel to the Debtor. FIREBALL REALTY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Fireball Realty LLC 373 South Willow Street, PMB 217 Manchester, NH 03103 Business Description: Fireball Realty LLC is a real estate agency in Manchester, New Hampshire. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court District of New Hampshire (Concord) Case No.: 19-10922 Debtor's Counsel: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm Street, 4th Floor Manchester, NH 03101 Tel: (603) 621-0833 Fax: (603) 621-0830 E-mail: bgannon@gannonlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charles R. Sargent, Jr., member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nhb19-10922.pdf FIVE DREAMS: Seeks to Hire Jones & Walden as Legal Counsel ---------------------------------------------------------- Five Dreams Holdings seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden, LLC as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) prepare pleadings and applications; (b) conduct examination; (c) advise the Debtor of its rights, duties and obligations under the Bankruptcy Code; (d) consult with and represent the Debtor with respect to a Chapter 11 plan; and (e) perform other legal services incidental and necessary to the day-to-day operations of the Debtor's business, including the institution and prosecution of necessary legal proceedings, and general business legal advice. Jones & Walden will be paid at these hourly rates: Attorneys $200 to $350 Legal Assistants $125 Jones & Walden will also be reimbursed for work-related expenses incurred. Leslie Pineyro, Esq., a partner at Jones & Walden, 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. Jones & Walden can be reached at: Leslie M. Pineyro, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: 404-564-9301 E-mail: lpineyro@joneswalden.com About Five Dreams Holdings Five Dreams Holdings, LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) Five Dreams Holdings filed a petition for relief under Chapter 11 of the Bankruptcy Code (N.D. Ga. Case No. 19-58641) on June 3, 2019. In the petition signed by Brian Stewart, manager, the Debtor estimated $50,000 in assets and $10 million to $50 million in liabilities. Leslie M. Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor as counsel. FLEETCOR TECHNOLOGIES: Moody's Raises CFR to Ba1, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded FleetCor Technologies Operating Company LLC's Corporate Family Rating to Ba1 from Ba2 and existing senior secured credit facilities rating to Ba1 from Ba2. The SGL-1 Speculative Grade Liquidity rating was affirmed. The outlook remains stable. RATINGS RATIONALE The upgrade of the CFR to Ba1 reflects FleetCor's increasingly scaled and diversified portfolio of leading business-to-business (B2B) payments solutions supported by positive secular growth trends and strong competitive positions, including the largest US fleet card network. The company's fuel, corporate payments, tolls and lodging businesses together accounted for 83% of revenue in 2018, and are each consistently delivering organic growth rates of 10% or higher. Each of these four core businesses are characterized by leading competitive positions, high profitability driven by scale economies, and solid free cash flow generation. Moody's believes that FleetCor's growth and profitability profile will be sustained over the next two years, further increasing business scale and free cash flow. Moody's expects the company to generate free cash flow of about $1 billion in 2019. FleetCor's capital allocation strategy is focused on growth through acquisition. Frequent acquisition activity in recent years resulted in temporary increases in leverage and consistently elevated integration risk. FleetCor has a track record of deleveraging quickly following acquisitions, including following recent acquisitions of Comdata (2014, $3.5 billion), STP (2016, $1.2 billion) and Cambridge (2017, $0.6 billion). Moody's expects acquisition activity to continue, but expects FleetCor to maintain leverage levels that will be consistent with the rating category. Acquisition capacity is supported by solid organic EBITDA growth, as well as by strong and growing discretionary cash flow which Moody's expects will be used to prepay debt after acquisitions. The stable rating outlook reflects Moody's expectation of continued solid organic growth and profitability with total debt to EBITDA (including securitization and standard Moody's adjustments) declining to about 3x by the end of 2019 absent debt financed acquisitions. The ratings could be upgraded if FleetCor were to meaningfully increase business scale and diversification, and consistently demonstrate conservative financial policies. The ratings could be downgraded if FleetCor were to experience a sustained slowdown in growth or margin decline, or if leverage were to be sustained above 4x. The SGL-1 liquidity rating reflects FleetCor's strong liquidity which is supported by $1.1 billion in available cash balances as of March 31, 2019 and expected free cash flow of $1 billion in 2019. The Ba1 facility ratings for the FleetCor's credit facilities are consistent with the Ba1 CFR reflecting the single class of secured debt comprising the preponderance of FleetCor's debt capital structure. The payment processing industry is characterized by heightened data security and privacy risks, with providers processing large amounts of customer data resulting in risks of breach causing legal, regulatory or reputational issues. FleetCor's data security risk profile is in line with the industry. The following rating actions were taken: Issuer: FleetCor Technologies Operating Company LLC Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Corporate Family Rating, Upgraded to Ba1 from Ba2 Speculative Grade Liquidity Rating, Affirmed SGL-1 Senior Secured Term Loans, Upgraded to Ba1 (LGD3) from Ba2 (LGD3) Senior Secured Revolving Credit Facilities, Upgraded to Ba1 (LGD3) from Ba2 (LGD3) Outlook Actions: Issuer: FleetCor Technologies Operating Company LLC Outlook, Remains Stable FORTRESS CREDIT VII: S&P Assigns Prelim BB- (sf) Rating to E Notes ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary ratings to Fortress Credit BSL VII Ltd.'s floating-rate notes. The note issuance is a collateralized loan obligation (CLO) transaction backed by broadly syndicated speculative-grade (rated 'BB+' and lower) senior secured term loans managed by FC BSL VII Management LLC. The preliminary ratings are based on information as of June 24, 2019. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings reflect: -- The diversified collateral pool. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is expected to be bankruptcy remote. PRELIMINARY RATINGS ASSIGNED Fortress Credit BSL VII Ltd./Fortress Credit BSL VII LLC Class Rating Amount (mil. $) A-1 AAA (sf) 243.00 A-2 NR 41.00 B AA (sf) 44.50 C (deferrable) A (sf) 27.25 D (deferrable) BBB- (sf) 30.00 E (deferrable) BB- (sf) 16.50 Subordinated notes NR 49.50 NR--Not rated. FRUTTA BOWLS: Taps Withum Smith as Accountant --------------------------------------------- Frutta Bowls Franchising, LLC, received approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Withum, Smith & Brown as its accountant. The services to be provided by the fim include the preparation of financial reports; assistance with respect to the Debtor's Chapter 11 plan; audit work associated with the Franchise Disclosure Document; and tax-related services. Withum will initially charge a fixed fee of $10,500 for the audit services and 2018 tax services, after which the firm will charge an hourly fee of $200 to $400 for tax services. Withum is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Lisa Morgan Withum, Smith & Brown 331 Newman Springs Road, Suite 125 Red Bank, NJ 07701-6765 Phone: (732) 842 3113 Fax: (732) 741 7292 Email: lmorgan@withum.com About Frutta Bowls Franchising Frutta Bowls Franchising is a fast-casual franchise committed to becoming an active lifestyle brand within every local community. Frutta Bowls filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 19-13230) on Feb. 15, 2019, listing under $1 million in both assets and liabilities. The case is assigned to Judge Michael B. Kaplan. Spadea Lignana is the Debtor's counsel. A committee of unsecured creditors was appointed in the Debtor's case. Porzio, Bromberg & Newman, P.C., is the committee's counsel. FTD COMPANIES: July 22 Auction of Substantially All Assets Set -------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of FTD Companies, Inc., in connection with the sale of substantially all assets at auction. A hearing on the Motion was held on June 25, 2019. The Bidding Procedures will govern the bids and proceedings related to the Auction and the sale of the Assets. Any party holding a perfected security interest in any of the Assets may seek to credit bid all, or a portion of, such party's claims for its respective collateral. Subject to the Order and the Bidding Procedures, the Debtors will have the right to (a) determine which bidders qualify as "Qualified Bidders," and which bids qualify as "Qualified Bids;" (b) make final determinations as to which Assets or combinations of Assets for which the Debtors will conduct an Auction; (c) select the Baseline Bid for each Auction Package; (d) determine the amount of each Minimum Overbid; (e) determine the Leading Bid for each Auction Package; (f) determine which Qualified Bid is the highest or otherwise best bid for each Auction Package and which Qualified Bid is the next highest and next best bid after the Successful Bid for an Auction Package; (g) reject any bid; (h) adjourn or cancel the Auction with respect to any or all of the Assets in accordance with the Bidding Procedures; and (i) adjourn the Sale Hearing with respect to a Sale Transaction involving any or all of the Assets in accordance with the Bidding Procedures. In accordance with the Bidding Procedures, the Debtors will have the right to modify the Bidding Procedures, including to (a) extend or waive deadlines or other terms and conditions set forth herein; (b) adopt new rules and procedures for conducting the bidding and Auction process; (c) if applicable, provide reasonable accommodations to a Stalking Horse Bidder; and (d) otherwise modify the Bidding Procedures to further promote competitive bidding for and maximizing the of value of the Assets. The salient terms of the Bidding Procedures are: a. Bid Deadline: July 15, 2019 at 4:00 p.m. (ET) b. Initial Bid: Each bid submitted in connection with Assets that are the subject of a particular Stalking Horse Bid must either (a) (i) be a bid for all of the Stalking Horse Assets in the Stalking Horse Bid and (ii) exceed the cash purchase price in the Stalking Horse Bid (taking into account any working capital adjustment under the applicable Stalking Horse Agreement), plus any applicable Termination Payment and the applicable Minimum Overbid; or (b) propose an alternative transaction that, in the Debtors' reasonable business judgment, provides better terms than the Stalking Horse Bid, taking into account, among other things, any applicable Termination Payment. c. Deposit: 10% of the Initial Bid d. Auction: The Auction, if required, will be conducted at the offices of Jones Day, 77 West Wacker, Chicago, Illinois 60601 on July 22, 2019, at 10:00 a.m. (CT), or at such other time and location as designated by the Debtors, after providing notice to the Sale Notice Parties. e. Bid Increments: The Debtors may announce increases or reductions to Minimum Overbids or Stalking Horse Overbids at any time during the Auction. f. Sale Hearing: July 31, 2019 at 11:00 a.m. (ET) g. Sale Objection Deadline: July 16, 2019 at 4:00 p.m. (ET) h. Supplemental Sale Objection Deadline: July 26, 2019 at 4:00 p.m. (ET) By no later than the later of (a) June 27, 2019 and (b) two days after the entry of the Order, the Debtors will file with the Court, serve on the Sale Notice Parties and cause to be published on the Omni Website, the Sale Notice. The Assumption and Assignment Notice is approved, and no other or further notice of the Debtors' proposed Cure Costs with respect to Contracts listed on an Assumption and Assignment Notice is necessary or required. By no later than the later of (a) July 1, 2019 and (b) three business days after the entry of the Order, the Debtors will file with the Court, serve on the applicable Counterparties and cause to be published on the Omni Website, the Assumption and Assignment Notice. The Cure Objection Deadline is July 16, 2019, at 4:00 p.m. (ET). The Adequate Assurance Objection Deadline is July 26, 2019, at 4:00 p.m. (ET), three business days prior to the Sale Hearing. Notwithstanding the applicability of any of Bankruptcy Rules 6004(h), 6006(d), 7062, 9014 or any other provisions of the Bankruptcy Rules or the Local Rules stating to the contrary, the terms and provisions of the Order will be immediately effective and enforceable upon its entry, and any applicable stay of the effectiveness and enforceability of the Order is waived. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/FTD_Cos_201_Order.pdf About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- is a premier floral and gifting company. Through its diversified family of brands, it provides floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provides floral products and services to retail florists and other retail locations throughout these same geographies. FTD has been delivering flowers since 1910, and the highly-recognized FTD brand is supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day as legal advisor, and Moelis & Company LLC and Piper Jaffray & Co. as investment bankers and financial advisors. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ FUSION CONNECT: Seeks to Hire FTI Consulting as Financial Advisor ----------------------------------------------------------------- Fusion Connect, Inc. and its subsidiaries seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ FTI Consulting, Inc. as their financial advisor. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. assist in the negotiation, evaluation and review of strategic alternatives with respect to the Debtors' cases; b. assist in the development of business plan, financial and liquidity projections; c. assist in the documentation and analyses relating to strategic alternatives; d. provide advisory and due diligence assistance in connection with creditor negotiations relating to strategic alternatives; e. assist in cash management and in the preparation, updating and variance reporting of a 13-week cash flow forecast in support of cash collateral negotiations and for any required debtor-in-possession financing; f. provide valuation and market analysis relating to strategic alternatives; g. assist in implementing all first-day and second-day orders; h. assist in preparing required motions throughout the course of the Debtors' cases; i. respond to creditor groups and vendors; j. assist in developing and implementing external and internal communications strategies and plans; k. assist in the preparation of plan and disclosure statement documents and supporting materials; l. assist in the financial analysis of potential avoidance actions; m. assist in the preparation of the Debtors' statement of financial affairs and schedules of assets and liabilities; n. assist in claim reconciliation and objections; o. provide testimony and other litigation support as the circumstances warrant; and p. provide other financial advisory services that the Debtors may direct FTI to perform. FTS's hourly rates are: Senior Managing Director $895 - $1,195 Director/Senior Director/ Managing Director $670 - $880 Consultant/Senior Consultant $355 - $640 Administrative/Paraprofessional $145 - $275 The firm will also receive reimbursement for work-related expenses incurred. Michael Katzenstein, senior managing director of FTI, 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 Debtors and their estates. FTI can be reached at: Michael Katzenstein FTI Consulting, Inc. Three Times Square, 9th Floor New York NY 10036 Tel: +1 212 651 7169 / +1 212 247 1010 Fax: +1 212 841 9350 Email: mike.katzenstein@fticonsulting.com About Fusion Fusion Connect -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc. as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. FUSION CONNECT: Seeks to Hire Kelley Drye as Special Counsel ------------------------------------------------------------ Fusion Connect, Inc. and its subsidiaries seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Kelley Drye & Warren LLP as special counsel. The services to be provided by the firm are: (a) legal advice regarding the Debtors' reporting obligations under the Securities Exchange Act of 1934; (b) federal and state telecommunications regulatory legal services to the Debtors, including the preparation of required regulatory filings, review of telecommunications-related contracts, compliance, and advice related to inter-carrier disputes; (c) legal advice regarding federal, state and local tax matters; and (d) representation in litigations. Kelley Drye will be paid at these hourly rates: Partners $685 to $1,145 Associates/Special Counsels $410 to $770 Paraprofessionals $175 to $335 The firm's hourly rates reflect a voluntary 10% discount. Kelley Drye will also be reimbursed for work-related expenses incurred. Jacob Miles, Esq., a partner at Kelley Drye, disclosed in court filings that the firm and its attorneys do not have any interest adverse to the interest of the Debtors' bankruptcy estates, creditors and equity security holders. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Miles disclosed that his firm did not agree to any variations from, or alternatives to, its customary billing arrangements for its employment with the Debtors other than a voluntary 10 percent discount from its customary hourly rates. The attorney disclosed that no professional at his firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Mr. Miles also disclosed in court filings that in the 12 months prior to the Debtors' bankruptcy filing, Kelley Drye's billing rates and the material financial terms of the pre-bankruptcy engagement include the following: (i) the hourly rates for the firm's professionals who rendered services during this period range from $685 to $1,145 for partners, $410 to $770 for associates and special counsel, and $175 to $335 for paralegals; (ii) all of the hourly rates reflect a voluntary 10 percent discount; and (iii) the Debtors were billed for the services on a monthly basis. Kelley Drye can be reached through: Jacob J. Miles, Esq. Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 About Fusion Fusion Connect -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc. as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. FUSION CONNECT: Seeks to Hire PJT Partners as Investment Banker --------------------------------------------------------------- Fusion Connect, Inc. and its subsidiaries seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ PJT Partners LP as their investment banker. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. assist in the evaluation of the Debtors' businesses and prospects; b. assist in the development of the Debtors' long-term business plan and related financial projections; c. assist in the development of financial data and presentations to the Debtors’ board of directors, various creditors and other third parties; d. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; e. analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the restructuring; f. provide strategic advice with regard to restructuring or refinancing of the Debtors' obligations; g. evaluate the Debtors' debt capacity and alternative capital structures; h. participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties; i. value securities offered by the Debtors in connection with a restructuring; j. advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; k. assist in arranging financing for the Debtors, including debtor- in-possession financing, as requested; l. provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and m. provide other advisory services in connection with the analysis and negotiation of a transaction similar to a potential amendment or restructuring, as requested and mutually agreed. PJT Partners will be paid as follows: a. Monthly Fee. The Debtors shall pay PJT a monthly advisory fee of $150,000. Fifty percent (50%) of all monthly fees paid to the firm after the sixth monthly fee payment (i.e., after $900,000 has been paid) shall be credited against the restructuring fee; b. Capital Raising Fee. The Debtors shall pay PJT a capital raising fee for any financing arranged by the firm or as to which the firm provides material assistance to the Debtors, earned and payable upon closing of such financing. To the extent that any portion of such financing is provided by existing lenders under the Debtors' pre-bankruptcy credit agreements or by the majority shareholder of the Debtors as of the bankruptcy filing, the capital raising fee in respect of such portion shall be reduced by 50 percent and no capital raising fee shall be due and payable with respect to any debt or equity financing that is arranged directly by the Debtors and its management. The capital raising fee will be calculated as follows: -- Senior Debt. 1 percent of the total issuance size for senior debt financing; -- Junior Debt. 2.5 percent of the total issuance size for junior debt financing; and -- Equity Financing. 4 percent of the issuance amount for equity financing. c. Amendment Fee. If an amendment is determined to be necessary, the Debtors shall pay PJT an amount equal to $1.25 million, earned and payable upon the closing of an amendment provided that all amendment fees paid to the firm shall be credited against any restructuring fee. d. Restructuring Fee. The Debtors shall pay PJT a restructuring fee equal to $5 million earned and payable upon consummation of a restructuring. e. Expense Reimbursements. The Debtors agree to reimburse PJT for all work-related expenses incurred. John Singh, a partner in the restructuring and special situations group of PJT, 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 Debtors and their estates. PJT Partners can be reached at: John P. Singh PJT Partners LP 280 Park Avenue New York, NY 10017 Tel: (212) 364-7800 About Fusion Fusion Connect -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc. as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. FUSION CONNECT: Seeks to Hire Prime Clerk as Administrative Agent ----------------------------------------------------------------- Fusion Connect, Inc. and its subsidiaries seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as their administrative agent. The firm will provide these services in connection with the Debtors' Chapter 11 cases: (a) assist in the solicitation, balloting, and tabulation of votes, prepare reports in support of confirmation of a bankruptcy plan, and process requests for documents; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gather data in conjunction therewith; (d) provide a confidential data room, if requested; and (e) manage and coordinate any distributions pursuant to the plan. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175 - $195 Consultant/Senior Consultant $65 - $170 Technology Consultant $35 - $95 Analyst $35 - $50 Prime Clerk will be paid a retainer in the amount of $50,000 and will receive reimbursement for work-related expenses incurred. Benjamin Steele, a partner at Prime Clerk, 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 Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Fusion Fusion Connect -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc. as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. FUSION CONNECT: Seeks to Hire Weil Gotshal as Legal Counsel ----------------------------------------------------------- Fusion Connect, Inc. and its subsidiaries seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Weil, Gotshal & Manges LLP as their legal counsel. The firm will provide these legal services in connection with the Debtors' Chapter 11 cases: a. take all necessary actions to protect and preserve the bankruptcy estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes, and the preparation of objections to claims filed against the estates; b. prepare legal documents in connection with the administration of the Debtors' estates; and c. take all necessary actions in connection with any Chapter 11 plan proposed in the Debtors' cases. Weil's hourly rates are: Members/Counsel $1,050 - $1,600 Associates $560 - $995 Paraprofessionals $240 - $420 The firm will also be reimbursed for work-related expenses incurred. For the 90 days prior to the petition date, Weil received payments and advances in the total amount of $4,843,835.96. Gary Holtzer, Esq., a member of Weil, 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 Debtors and their estates. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Holtzer attested that: a. Weil did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for its employment with the Debtors; b. No Weil professional included in the engagement has varied his rate based on the geographic location of the cases; c. Weil was formally engaged by the Debtors on March 22, 2019. In March 2019, the firm's hourly rates were $1,050 to $1,600 for members and counsel, $560 to $995 for associates, and $240 to $420 for paraprofessionals. Weil's billing rates and material financial terms for the pre-bankruptcy engagement have not changed post-petition. d. Weil, in conjunction with the Debtors, is developing a prospective budget and staffing plan for the period June to October 2019. Weil can be reached at: Gary T. Holtzer, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119 Tel: (212) 310-8000 Fax: (212) 310-8007 About Fusion Fusion Connect -- http://www.fusionconnect.com/-- provides integrated cloud solutions to small, medium and large businesses, is the industry's Single Source for the Cloud. Fusion's advanced, proprietary cloud services platform enables the integration of leading edge solutions in the cloud, including cloud communications, contact center, cloud connectivity, and cloud computing. Fusion's innovative, yet proven cloud solutions lower customers' cost of ownership, and deliver new levels of security, flexibility, scalability, and speed of deployment. On June 3, 2019, Fusion Connect and each of its U.S. subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11811). Fusion's two Canadian subsidiaries are not included in the filing. Fusion disclosed $570,432,338 in assets and $760,720,713 in liabilities as of April 30, 2019. Fusion is advised by FTI Consulting and PJT Partners, Inc. as financial advisors, and Weil, Gotshal & Manges LLP as legal counsel. Prime Clerk LLC is the claims agent. The First Lien Ad Hoc Group is advised by Greenhill & Co, LLC, as financial advisor, and Davis Polk & Wardwell LLP, as legal counsel. GOODWILL INDUSTRIES: July 29 Auction of All Assets Set ------------------------------------------------------ Judge Paul M. Black of the U.S. Bankruptcy Court for the Western District of Virginia authorized the bidding procedures of Goodwill Industries of South Central Virginia, Inc. in connection with the sale of substantially all assets to Goodwill of Central and Coastal Virginia, Inc. and Goodwill Industries of the Valleys, Inc. for the aggregate amount of (a) $2,135,000 and (b) the Cure Amounts, subject to certain adjustments specified in the Stalking Horse APAs, subject to overbid. The salient terms of the Bidding Procedures are: A. Bid Deadline: July 25, 2019 at 5:00 p.m. (EST) B. Initial Bid: (I) for Qualified Bidders bidding on any or all of the Purchased Assets to be sold to the Richmond Goodwill pursuant to the Richmond APA ("Richmond Purchased Assets"), including the following: (a) Richmond Purchased Asset Retail store located at 1369 E Atlantic St., La Crosse, VA; (b) Retail store located at 1312 S. Main St., Blackstone, VA; (c) Retail store located at 215 E. 5th St., Chase City, VA; and (iv) 2.499 acre vacant site in Amelia County exceeds the aggregate consideration to be paid to or for the benefit of the Debtor's estate set forth in the Richmond APA by at least $100,000, which represents the sum of (i) the amount of the Break-Up Fee payable to the Richmond Goodwill of $35,000, (ii) the Expense Reimbursement payable to the Richmond Goodwill of $40,000, plus (iii) $25,000, and otherwise has a value to the Debtor, in the Debtor's exercise of its reasonable business judgment, after consultation with the Consultation Parties, that is greater or otherwise better than the value offered under the Richmond APA including impact of any liabilities assumed in the Richmond APA; or (II) for Qualified Bidders bidding on any or all of the Purchased Assets to be sold to the Roanoke Goodwill pursuant to the Roanoke APA ("Roanoke Purchased Assets"), including the following Purchased Assets: (i) retail store located at 512 Westover Drive, Danville, VA; and (ii) retail store located at 4125 Halifax Road, South Boston, VA, exceeds the aggregate consideration to be paid to or for the benefit of the Debtor's estate set forth in the Roanoke APA by at least the Initial Overbid, which represents the sum of (i) the amount of the Break-Up Fee payable to the Roanoke Goodwill of $35,000, (ii) the Expense Reimbursement payable to the Roanoke Goodwill of $40,000, plus (iii) $25,000, and otherwise has a value to the Debtor, in the Debtor's exercise of its reasonable business judgment, after consultation with the Consultation Parties, that is greater or otherwise better than the value offered under the Roanoke APA including impact of any liabilities assumed in the Roanoke APA; C. Deposit: 10% of the cash purchase price D. Auction: The Debtor is authorized to conduct an Auction with respect to the Roanoke Assets if it received one or more Qualified Bids for the Roanoke Assets in addition to the Roanoke APA. The Auction, if necessary, will be held at 11:00 a.m. (ET) on July 29, 2019 at The Jefferson Center, 541 Luck Avenue, Roanoke, VA 24016, or such other location as will be timely communicated to all Qualified Bidders. If no other Qualifying Bid is received, no Auction will be necessary. E. Bid Increments: $50,000 F. Sale Hearing: Aug. 1, 2019 at 11:00 a.m. (EST) G. Sale Objection Deadline: July 22, 2019 H. Closing: If the Successful Bidders are the Stalking Horses, then the closing must occur no later than the earlier of (x) 10 business days following the entry of the Sale Order or (y) one day before the Termination Date. If the Successful Bidders are not the Stalking Horses, then the closing must occur no earlier than 65 days after the entry of the Sale Order. The Break-Up Fee and Expense Reimbursement are approved and the Debtor is required to pay them when and as set forth in the Stalking Horse APAs, which Break-Up Fee and Expense Reimbursement will survive termination of the Stalking Horse APAs and will be binding and enforceable against the Debtor and its estate, any trustee, examiner or other representative of the Debtor's estate. Any disputes as to the selection of a Qualified Bid will be resolved by the Court. At 5:00 p.m. on July 27, 2019, the Debtor will file with the Court a notice identifying the Qualified Bids or a notice advising that no Qualified Bids were received. If the Auction is held, the Debtor will file with the Court notice of the Successful Bid(s) and Successful Bidder(s) by 5:00 p.m. (ET) on July 30, 2019. The following forms of notice are approved: (a) the Notice of Bidding Procedures, Auction Date, Objection Deadline, and Sale Hearing, and (b) the Notice to Counterparties to the Debtor's Executory Contracts and Unexpired Leases of Assumption, Assignment and Sale. The Debtor shall, within two Business Days of the entry of the Bidding Procedures Order, serve a copy of the Sale Notice. It shall, within two Business Days from the entry of the Bidding Procedures Order, serve the Cure Notice upon each non-Debtor counterparty to each Executory Contract and Unexpired Lease and their counsel (if known) and the United States Department of Justice, Civil Division, if the non-Debtor counterparty is a department agency or instrumentality of the United States. The Cure Objection Deadline is July 12, 2019. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, or otherwise, the terms and conditions of the Order will be immediately effective and enforceable. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Goodwill_Industries_79_Order.pdf About Goodwill Industries of South Central Virginia Inc. Goodwill Industries of South Central Virginia, Inc. -- https://goodwillscv.org/ -- is a nonprofit agency that provides education and career services for individuals attempting to enter the workforce. Established in 1972, the company offers training and career opportunities for people with barriers to employment. Goodwill Industries of South Central Virginia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61207) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Paul M. Black. Whiteford, Taylor & Preston LLP is the Debtor's counsel. GRCDALLASHOMES LLC: $165K Sale of Little Elm Property Approved -------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized GRCDallasHomes, LLC's sale of the real property located at 1418 Lakeshore Blvd., Little Elm, Texas to Myers the Home Buyers of Dallas, LLC, for $165,000. The sale is free and clear of all liens, claims and encumbrances. Such liens, claims and encumbrances to attach to the proceeds of sale. The Purchase & Sale Contract is approved. The real estate tax liens of the local taxing authorities in Dallas County, Texas and the City of Farmers Branch will attach to the proceeds of the sale of the Property except for the 2019 real estate tax liens which will remain attached to the Property. All reasonable and necessary closing costs will be paid out of the proceeds of the sale of the Property. The balance of the proceeds of the sale of the Property will be paid to the Debtor to be deposited into its DIP bank account and will be disbursed only by further order of the Court. The Debtor is authorized to use $3,500 from the proceeds of the sale of the Property to pay insurance premiums, utilities and maintenance on its properties pending further order of the Court which may permit further disbursements. There will be no 14-day delay in the effectiveness of the Order of Sale. About GRCDallasHomes GRCDallasHomes LLC, based in The Colony, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41186) on May 3, 2019. In the petition signed by Kazem Daneshmandi, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel to the Debtor. GRCDALLASHOMES LLC: $313K Sale of Farmers Branch Property Approved ------------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized GRCDallasHomes, LLC's sale of the real property located at 3405 Janlyn Lane, Farmers Branch, Texas to James Hearon for $313,000. The sale is free and clear of all liens, claims and encumbrances. Such liens, claims and encumbrances to attach to the proceeds of sale. The One to Four Family Residential Contract (Resale) is approved. The real estate tax liens of the local taxing authorities in Dallas County, Texas and the City of Farmers Branch will attach to the proceeds of the sale of the Property except for the 2019 real estate tax liens which will remain attached to the Property. All reasonable and necessary closing costs will be paid out of the proceeds of the sale of the Property. The estimated quarterly United States Trustee fees will be escrowed from the proceeds of the sale of the Property. The balance of the proceeds of the sale of the Property will be paid to the Debtor to be deposited into its DIP bank account and will be disbursed only by further order of the Court. There will be no 14-day delay in the effectiveness of the Order of Sale. About GRCDallasHomes GRCDallasHomes LLC, based in The Colony, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-41186) on May 3, 2019. In the petition signed by Kazem Daneshmandi, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as bankruptcy counsel to the Debtor. GT REALTY: Taps Signature Premiere as Real Estate Broker -------------------------------------------------------- GT Realty Holdings LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire real estate broker Signature Premiere Properties to market a real property located at 501 Atlantic Ave., Freeport, N.Y. The property is owned by Samuel Hampton LLC, which acquired the property through tax lien foreclosure. To avoid the transfer of the property, GT Realty filed a Chapter 11 case and a complaint against Samuel Hampton. The companies eventually reached a settlement deal, under which Samuel Hampton agrees to transfer the property back to GT Realty, which agrees to sell it to a designee of the bankruptcy court. The court-approved settlement is the foundation of GT Realty's Chapter plan, according to court filings. Signature Premiere will get a 4.5% commission on a direct sale and 5% if the property is sold with a co-broker. Eythemia Bifulco, listing broker of Signature Premiere, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The broker can be reached at: Eythemia "Effie" Bifulco Signature Premier Properties 190 Laurel Rd East Northport, NY 11731 Phone: 631-368-6800 Mobile: 631-418-6195 Fax: 631-368-6880 Email: ebifulco@signaturepremier.com About GT Realty Holdings GT Realty Holdings LLC, a privately-held company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-75679) on Aug. 21, 2018. In the petition signed by Christopher Gebbia, managing member, the Debtor disclosed $2,504,320 in assets and $2,604,914 in liabilities. Judge Louis A. Scarcella presides over the case. Backenroth Frankel & Krinsky, LLP is the Debtor's legal counsel. HANNAH SOLAR: U.S. Trustee Forms 5-Member Committee --------------------------------------------------- The U.S. Trustee for Region 21 on June 26 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hannah Solar, LLC. The committee members are: (1) Grant Tollan Represented by William E. Dillard Brennan, Wasden & Painter, LLC 411 E. Liberty Street Savannah, Georgia 31401 Post Office Box 8047 Savannah, Georgia 31412 912-232-6700 bdillard@brennanwasden.com (2) Atlanta Electrical Distributors LLC Represented by Cory Close Senior Associate Busch, Reed, Jones & Leeper, P.C. 639 Whitlock Avenue Marietta, Georgia 30064 770-424-1934 cclose@buschreed.com (3) Norman (Finn) Findley Chief Executive Officer Precision Solar Installation 404-580-4444 finn@questrenewables.com www.questrenewables.com (4) Greg Tillotson President Diversified Resources, Inc. 1241 Prince Perry Rd. Easley, SC 29640 (864) 307-9521 gregt@dri-sc.com www.dri-sc.com (5) Cooperative Energy Represented by Mark Sherrill Eversheds Sutherland (US) LLP 1001 Fannin Street, Suite 3700 Houston, TX 77002-6760 marksherrill@evershedssutherland.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Hannah Solar Hannah Solar, LLC, is a solar energy equipment supplier in Atlanta. It specializes in planning, design, installation and maintenance of renewable energy solutions. Hannah Solar sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-57651) on May 15, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The Robl Law Group, LLC is the Debtor's counsel. Portnoy Garner & Nail LLC is co-counsel. HDA TRUCKING: Case Summary & 12 Unsecured Creditors --------------------------------------------------- Debtor: HDA Trucking, LLC 11026 Ventura Blvd., #7 Studio City, CA 91604 Business Description: HDA Trucking LLC is a cargo & freight company based in Studio City, California. The Company owns a property located at 8527 Hedges Way, Los Angeles valued by the company at $9.5 million. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Case No.: 19-11595 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6th Street, Ste. 940 Los Angeles, CA 90017 Tel:213-202-6070 Fax: 213-202-6075 E-mail: tbuesq@aol.com tom@urelawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Nelson Sargsyan, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-11595.pdf HERMAN TALMADGE: Trustee's Sale of Henry County Parcels 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 the Non-Debtor Subject Property Owners, to sell the following parcels of real property located in Henry County, Georgia: (i) a 100% fee simple interest in the following three parcels of property located in Henry County, Georgia: 125.27 acres (Tax Parcel No. 001-01004000), 20 acres (Tax Parcel No. 002-01006001), and 35.27 acres (Tax Parcel No. 001-01007001); (ii) a 1/5 undivided fee simple interest, along with Herman E. Talmadge, III, Tyler Talmadge, Margaret Talmadge and Murphy Talmadge (4/5 undivided fee simple interest), in the following parcels located in Henry County, Georgia: 98-acre parcel (Tax Parcel No. 001-0100600); (iii) a 1/6 undivided fee simple interest, along with Herman E. Talmadge, III, Tyler W. Talmadge, Margaret Talmadge, W. Murphy Talmadge and Ramsey Talmadge (5/6 undivided fee simple interest) in a 1.81-acre parcel located in Henry County, Georgia (Tax Parcel No. 001-01003054); (iv) a 1/6 undivided fee simple interest, along with Herman E. Talmadge, III, Tyler W. Talmadge, Margaret Talmadge, W. Murphy Talmadge and Ramsey Talmadge (5/6 undivided fee simple interest) in a 91.52-acre parcel located in Henry County, Georgia (Tax Parcel No. 001-01003005); (v) a 1/7 undivided fee simple interest along with the Debtor Aligned Children as well as Tyler Talmadge and Margaret Talmadge, in the following parcels located in Henry County, Georgia: 47.73-acre parcel (Tax Parcel No. 006-01023000), 264.06-acre parcel (Tax Parcel No. 001-01003000), 121.33 (Tax Parcel No. 006-01023001), and 100 acre homeplace parcel (Tax Parcel No. 001-01002000); and (vi) a 1/8 undivided fee simple interest, along with the Debtor-Aligned Children, Tyler Talmadge, Margaret Talmadge and Patricia Talmadge (1/8 undivided fee simple interest) in a 148.42-acre parcel located in Henry County, Georgia (Tax Parcel No. 001-01003006). The sale is free and clear of all liens, claims, interests and encumbrances. All outstanding ad valorem taxes owed on the Subject Properties will be paid at the time of closing of the sale of the Subject Properties. As outlined in the Agreement, at Closing, without prejudice to the rights of any of the Subject Property Owners regarding the proper allocation of sale proceeds to their ownership interests, a portion of the purchase price will be transferred to the Trustee's counsel to be used by Trustee to clear all encumbrances which have been expressly created, suffered or assumed by the Subject Property Owners, which encumbrances affect the Property including, but not limited to all debts, liens and unpaid/delinquent ad valorem property taxes on each property as well as a sum sufficient for payment of all allowed claims and approved administrative expenses incurred during the pendency of the Bankruptcy Action, including sums sufficient to cover all income tax liability or future estimated income tax liability of the Bankruptcy Estate as estimated by the Trustee, in his sole discretion, as well as any other payments contemplated by the Plan. Exhibit B to the Agreement shows an estimate by the Trustee of income tax liability or future estimated income tax liability of the Bankruptcy Estate as well as other payments contemplated by the Plan. If any of the Non-Debtor Subject Property Owners objects to the Trustee's distribution of sale proceeds as estimated in Exhibit B to the Agreement other than for the payment of ad valorem taxes, Cadence Bank, formerly known as State Bank & Trust's allowed secured claim and liens which should be paid at the closing of the sale of the Subject Property, the portion of sale proceeds that is the subject of such objection will be held pending further Order of the Court. The Trustee will receive funds from sale of deceased Debtor Herman E. Talmadge, Jr.'s property and from other funds transferred from Non-Debtor Subject Property Owners, such that Trustee can hold sums sufficient to cover all income tax liability or future estimated income tax liability to the Bankruptcy Estate resulting from sale by the Trustee of deceased Herman E. Talmadge, Jr.'s property owned entirely by Herman E. Talmadge, Jr.'s Bankruptcy Estate or from sale of the Bankruptcy Estate's interest in property owned jointly with any Non-Debtor Subject Property Owners. The funds generated by the sale of each of the Non-Debtor Subject Property Owners interests in any of the Subject Properties remains property of the Non-Debtor Subject Property Owners. The distribution of their funds to the Trustee as provided is not payment to the Trustee. Rather, transfer of a Non-Debtor Subject Property Owner's funds as set out herein will be an advance and loan by each of such Non-Debtor Subject Property Owner, in the amount of the dollars transferred to the Trustee by the Non-Debtor Subject Property Owner. The dollar amount of funds transferred by or on behalf of any of the Non-Debtor Subject Property Owners will be advances in the nature of Post-Confirmation loans and will be subordinate to Allowed Claims in the Talmadge Bankruptcy Estate and subordinate to Administrative and other claims in the Talmadge Bankruptcy Estate. Any such advances by Non-Debtor Subject Property Owners will not be a debt of the Bankruptcy Estate and will be and constitute a debt of the probate estate of deceased Herman E. Talmadge, Jr. as such probate estate exists on closing of the Herman E. Talmadge, Jr. bankruptcy estate. The Court makes no determination of the proper allocation of sale proceeds to individual ownership interests in the Order. The issue will be reserved for later ruling by the Court upon request by interested party, after proper notice and hearing before the Court. Regarding each of the Subject Properties owned partially by one or more of the Non-Debtor Subject Property Owners, the Trustee will provide to each Non-Debtor Subject Property Owner the Trustee's proposed allocation of sale proceeds resulting from the sale of any of the real estate parcels owned jointly by the Herman E. Talmadge, Jr. Bankruptcy Estate and any Non-Debtor Subject Property Owner. In the event any Non-Debtor Subject Property Owner objects to such proposed allocation of the Non-Debtor Subject Property Owner's Interest in a jointly owned property, the Non-Debtor Subject Property Owner may file and serve an objection; and the Court will determine issues raised by such objection after notice and hearing. Notwithstanding anything to the contrary contained in the Order, the Trustee and each of the Non-Debtor Subject Property Owners will be solely responsible for any income tax liability resulting to each of them from the sale of each of their specific interests in the Subject Properties. The Trustee will be responsible only for income tax liability incurred by the Bankruptcy Estate as a result of the sale of the Trustee's specific interest in each of the Subject Properties. A hearing on the Motion was held on May 23, 2019, at 2:00 p.m. 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 brokers. On Sept. 24, 2018, the Court appointed Auction Management Corp. as auctioneer. HOLLYWOOD ONE: GVP Buying Paving Parcel for $12.5K Per Acre ----------------------------------------------------------- Hollywood One, LLC, and Joel Tubas, the chapter 11 trustee for the Debtor's sole owner, Brenda Diana Nestor, ask the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of three contiguous parcels of vacant land, approximately 17 acres to 22 acres, located in Aberdeen, Harford County, Maryland ("Paving Parcel") to GVP, LLC for $12,500 per acre, subject to overbid. The Debtor owns several distinct parcels of Property: (1) 2.57 acres consisting of five building pads supporting 60 condominium units on Mantlewood Way and approximately 7.265 acres consisting of 16 building pads for 192 condominium units and an open space parcel (known as Lot 2) consisting of 13.40 acres for a total of 20.76 acres, known as Shingle Oaks ("Lots"); and (2) four contiguous parcels of vacant land located in Aberdeen, Maryland (Harford County). Three of the four contiguous parcels, the Large Parcel, are zoned agricultural and total 929 acres and the other parcel is zoned high density residential and totals 49.48 acres. Between 17 to 22 acres of The Large Parcel are the Paving Parcel, the subject of the Motion. In order to maximize the value of its assets for the benefit of all stakeholders in the Chapter 11 case, Trustee Tabas, on behalf of the Debtor, has made the decision to proceed with the sale of The Paving Parcel pursuant to Section 363 of the Bankruptcy Code to the highest and best bidder pursuant to a Stalking Horse Contract. Trustee Tabas submits that the sale of The Paving Parcel pursuant to the procedures set forth herein is in the best interests of the Debtor, its creditors, its equity holder and the estate. On April 15, 2019, the Debtor, by Trustee Tabas, as chapter 11 trustee for the bankruptcy estate of Brenda Diana Nestor, as sole owner of and party in control of the Debtor, entered into an agreement with the Stalking Horse Bidder, GVP, a Maryland limited liability company for the sale of approximately 17 acres to 22 acres more or less as conceptually outlined on the sketch attached to the APA as Schedule 1 and being a part of the 398.10 acre parcel of land described in and conveyed by a Deed recorded among the Land Records of Harford County at Liber 4945, folio 298 and designated on Tax Map 51 as Parcel 130, Tax Account No. 03-057100, together with all rights, ways, interest, privileges and appurtenances pertaining thereto known as The Paving Parcel. GVP is the owner and landlord of land leased to and occupied by Maryland Paving, Inc. adjacent to the Paving Parcel. Maryland Paving, Inc. operates an asphalt plant on the property owned by GVP. The Sale Terms are: i. Sale Price: $12,500 per acre as certified by a professional surveyor. ii. Deposit: $15,000 which was tendered, in trust, upon execution of the APA. iii. Warranties: The Paving Parcel is being sold "as is, where is -with all faults," without making any implied or express representations, warranties or guaranties with respect to The Paving Parcel.2 iv. Closing Date: Within five business days after the entry of the Sale Order, but not later than Oct. 31, 2019. v. Closing Conditions: Section 6 of the APA sets forth the conditions precedent to Closing (assuming Proposed Purchaser is the Prevailing Bidder): (i) entry of the Sale Order that is not subject to any stay pursuant to Rule 6004 of the Federal Rules of Bankruptcy Procedure; and (ii) Proposed Purchaser and Debtor have performed and complied with their respective obligations under the APA and the delivery of the closing items and documents set forth in Section 6 of the APA by the Debtor and the Proposed Purchaser to each other. The Auction Terms are: i. Proposed Auction Date: July 26, 2019 ii. Proposed Bid Deadline: July 16, 2019 iii. Minimum Incremental Overbid: $12,500 per acre as certified by a professional surveyor, plus the $15,000 break-up fee and $10,000 overbid protection The Requirements of Qualified Bidders are: i. Minimum Deposit: $15,000 ii. Documentation Requirements: Potential bidders must submit an executed confidentiality agreement (if requested) and evidence establishing that the potential bidder has the financial ability to close the sale, as well as a Qualified Bid Packet, which includes, but is not limited to: (i) an asset purchase agreement executed by the potential bidder with a purchase price equal to or greater than $12,500 per acre plus $25,000, (ii) a redlined version of the executed asset purchase agreement showing changes to the APA, (iii) an asset purchase agreement that does not contain any contingencies for financing or due diligence, and (iv) other information and requirements set forth in the Bid Procedures. iii. Other Qualifying Conditions: Evidence demonstrating appropriate corporate authority to consummate the transaction, proof of financial ability to perform and disclosure of any relationship to the Debtor or Brenda Nestor. The Proposed Break-Up Fee of $15,000 which will be paid to the Proposed Purchaser upon the closing of an Alternative Offer, subject to the Bid Procedures. The known lienholders are Fulton Bank, N.A., and, potentially, local taxing authorities in Harford County, Maryland. The Debtor asks to schedule an Auction on July 26, 2019, with sale approval the week of July 29, 2019. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Hollywood_One_274_Sales.pdf About Hollywood One Hollywood One LLC is the owner of multiple parcels of undeveloped land and two residential condominium units in Harford County, Maryland. Hollywood One filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-13739) on March 28, 2017, estimating less than $1 million in both assets and liabilities. The Debtor hired Genovese Joblove & Battista. P.A. as legal counsel, replacing Hoffman Larin & Agnetti, P.A.; Brown Brown and Young, P.A, as special counsel; Newpoint Advisors Corporation as accountant; and The Regional Team of Keller Williams American Premier Realty as its real estate broker. IFRESH INC: Incurs $12 Million Net Loss in Fiscal 2019 ------------------------------------------------------ iFresh Inc. filed with the Securities and Exchange Commission on June 28, 2019, its annual report on Form 10-K reporting a net loss of $12 million on $125.43 million of total net sales for the year ended March 31, 2019, compared to a net loss of $791,293 on $136.7 million of total net sales for the year ended March 31, 2018. As of March 31, 2019, iFresh had $47.10 million in total assets, $48.13 million in total liabilities, and a total shareholders' deficiency of $1.03 million. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company incurred operating losses and did not meet the financial covenant required in the credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company had operating losses in fiscal year 2019 and had negative working capital of $21.7 million and $18.4 million as of March 31, 2019 and 2018, respectively. The Company had negative equity of $1.0 million as of March 31, 2019. The Company did not meet certain financial covenants required in the credit agreement with Keybank National Association. As of March 31, 2019, the Company has outstanding loan facilities of approximately $21.3 million due to Keybank. Failure to maintain these loan facilities will have a significant impact on the Company's operations. iFresh said, "The Company's principal liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. The Company's ability to fund these needs will depend on its future performance, which will be subject in part to general economic, competitive and other factors beyond its control. These conditions raise substantial doubt as to the Company's ability to remain a going concern. The Company's report on Form 10-K is available from the SEC's website at https://is.gd/SZihDA About iFresh, Inc. iFresh Inc., headquartered in Long Island City, New York -- http://www.ifreshmarket.com/-- is an Asian American grocery supermarket chain and online grocer. iFresh currently has 10 retail supermarkets across New York, Massachusetts and Florida. In addition to retail supermarkets, iFresh operates two in-house wholesale businesses, Strong America Inc. and New York Mart Group, that offer more than 6,000 wholesale products and service to iFresh retail supermarkets and over 1,000 external customers including wholesale stores, retail supermarkets, and restaurants. INPIXON: Iliad Research Swaps $305,000 Note for Equity ------------------------------------------------------ Inpixon and Iliad Research and Trading, L.P., a holder of that certain outstanding promissory note, issued on Oct. 12, 2018, with an outstanding balance of $1,027,190 as of June 26, 2019, entered into an exchange agreement, pursuant to which the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $135,000 and then cause the outstanding balance to be reduced by $135,000; and (ii) exchange the partitioned note for the delivery of 228,814 shares of the Company's common stock, par value $0.001 per share, at an effective price per share equal to $0.59. The shares of Common Stock will be delivered to the Note Holder on or before June 27, 2019 and the exchange will occur with the Note Holder surrendering the partitioned note to the Company on the date when the shares of Common Stock are approved and held by the Note Holder's brokerage firm for public resale. On June 27, 2019, the Company and the Note Holder of the Original Note, with an outstanding balance of $892,438 as of June 27, 2019, entered into another exchange agreement, which agreement is substantially similar to the agreement entered into on June 26, 2019, pursuant to which the Company and the Note Holder agreed to (i) partition a new promissory note in the form of the Original Note in the original principal amount equal to $170,000 and then cause the outstanding balance to be reduced by $170,000; and (ii) exchange the partitioned note for the delivery of 275,974 shares of Common Stock at an effective price per share equal to $0.616. The shares of Common Stock will be delivered to the Note Holder on or before June 28, 2019 and the exchange will occur with the Note Holder surrendering the partitioned note to the Company on the date when the shares of Common Stock are approved and held by the Note Holder's brokerage firm for public resale. Note Purchase Agreement and Promissory Note On June 27, 2019, the Company entered into a note purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell to the Holder an unsecured promissory note in an aggregate principal amount of $1,895,000, which is payable on or before the date that is nine months from the issuance date. The Initial Principal Amount includes an original issue discount of $375,000 and $20,000 that the Company agreed to pay to the Holder to cover the Holder's legal fees, accounting costs, due diligence, monitoring and other transaction costs. In exchange for the Note, the Holder paid an aggregate purchase price of $1,500,000. The terms of the Note include: Interest. Interest on the Note accrues at a rate of 10% per annum and is payable on the maturity date or otherwise in accordance with the Note. Prepayment. The Company may pay all or any portion of the amount owed earlier than it is due; provided, that in the event the Company elects to prepay all or any portion of the outstanding balance, it shall pay to the Holder 115% of the portion of the outstanding balance the Company elects to prepay. Redemption. Beginning on the date that is six months from the issuance date and at the intervals indicated below until the Note is paid in full, the Holder shall have the right to redeem up to an aggregate of 1/3 of the initial principal balance of the Note each month by providing written notice delivered to the Company; provided, however, that if the Holder does not exercise any Monthly Redemption Amount in its corresponding month then such Monthly Redemption Amount shall be available for the Holder to redeem in any future month in addition to such future month's Monthly Redemption Amount. Upon receipt of any Monthly Redemption Notice, the Company shall pay the applicable Monthly Redemption Amount in cash to the Holder within five business days of the Company's receipt of such Monthly Redemption Notice. Default Events. The Note includes customary event of default provisions, subject to certain cure periods, and provides for a default interest rate of 22%. Upon the occurrence of an event of default (except a default due to the occurrence of bankruptcy or insolvency proceedings), the Holder may, by written notice, declare all unpaid principal, plus all accrued interest and other amounts due under the Note to be immediately due and payable at an amount equal to 115% of the outstanding balance of the Note. Upon the occurrence of a Bankruptcy-Related Event of Default, without notice, all unpaid principal, plus all accrued interest and other amounts due under the Note will become immediately due and payable at the Mandatory Default Amount. Pursuant to the terms of the Purchase Agreement, if at any time while the Note is outstanding, the Company will immediately following the completion of any offering of its equity securities make a cash payment to the Holder in the following amount: (a) 25% of the outstanding balance of the Note if the Company receives net proceeds equal to $2,500,000 or less; (b) 50% of the outstanding balance of the Note if the Company receives net proceeds of more than $2,500,000 but less than $5,000,000; and (c) 100% of the outstanding balance of the Note if the Company receives net proceeds equal to $5,000,000 or more. In addition, if any time while the Note is outstanding, if the Company intends to enter into a financing pursuant to which it will issue securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Company's common stock, or (B) are or may become convertible into common stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the common stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition, then the Company must first offer such opportunity to the Holder to provide such financing to the Company on the same terms no later than five trading days immediately prior to the trading day of the expected announcement of the Future Offering. If the Holder is unwilling or unable to provide such financing to the Company within five (5) trading days from the Holder's receipt of notice of the Future Offering from the Company, then the Company may obtain such financing upon the exact same terms and conditions offered by the Company to the Holder, which transaction must be completed within 30 days after the date of the notice. If the Company does not receive the financing within 30 days after the date of the notice, then the Company must again offer the financing opportunity to the Holder, and the process detailed above will be repeated. The Right of First Refusal does not apply to an Exempt Issuance (as defined in the Purchase Agreement) or to a registered offering made pursuant to a registration statement on Form S-1 or Form S-3. The Purchase Agreement also provides for indemnification of the Holder and its affiliates in the event that they incur loss or damage related to, among other things, a breach by the Company of any of its representations, warranties or covenants under the Purchase Agreement. The Company intends to use the net proceeds from the sale of the Note for general working capital purposes. About Inpixon Headquartered in Palo Alto, California, Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for businesses and governments in the connected world. Inpixon Indoor Positioning Analytics is based on new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises worldwide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon reported a net loss of $24.56 million for the year ended Dec. 31, 2018, compared to a net loss of $35.03 million for the year ended Dec. 31, 2017. As of March 31, 2019, Inpixon had $20.12 million in total assets, $7.21 million in total liabilities, and $12.90 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INT'L. RESTAURANT: $140K Sale of Personal Property to Grady's OK'd ------------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized the private sale by International Restaurant Group, LLC and its affiliates of personal property, including, but not limited to all furniture, fixtures, equipment, tools, and smallwears, at the surrendered locations, to Grandy's, LLC for $140,000. The sale is free and clear of all liens. Upon closing of the sale the Debtor is authorized to pay the claims of Denton County in the amount of $1,344 for tax years 2018 and 2019. All other liens against the Equipment will attach to the proceeds of the sale. The Court denied all other relief not specifically requested. About International Restaurant Group International Restaurant Group LLC and its affiliates, Al Rahum Enterprises LLC and Al Rahum Holdings LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case Nos. 19-40762 to 19-40764) on March 22, 2019. The Debtors are privately held companies in Allen, Texas, that operate in the restaurant industry. At the time of the filing, the Debtors each estimated up to $50,000 in assets and $1 million to $10 million in liabilities. IPS WORLDWIDE: Trustee Selling 2014 Ford Flex for $13.5K -------------------------------------------------------- Alex D. Moglia, the Chapter 11 Trustee of IPS Worldwide, LLC, asks authority from the U.S. Bankruptcy Court for the Middle District of Florida to sell his interest in the 2014 Ford Flex, VIN 2FMGK5C89EBD43088, currently located at his offices at 265 Clyde Morris Parkway, Suite 100, Orrnond Beach, Florida, to South Nova Automotive, Inc. for $13,500, cash, subject to higher and better offers. Moglia estimates that the Property has a fair market value of approximately $12,500. Additionally, the insurance is about to renew, and a sale now will save additional estate expense. The sale price will be $13,500, cash, payable in one lump sum payment. The Buyer has given a $500 deposit. The Property is being sold "as is" with no warranties of any kind. Moglia is unaware of any security interests or other liens on the Property, and all of the proceeds Will be net to the estate. He believes the sale is in the best interest of the creditors of the estate. If a party wishes to submit a higher, written bid, together with a tender of payment within 21 days of the filing of the Notice, Moglia will schedule a telephone auction between all parties interested in purchasing the Property. A copy of the Bill of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/IPS_Worldwide_389_Sales.pdf The Purchaser: SOUTH NOVA AUTOMOTIVE, INC. 428 Big Tree Rd. South Daytona Beach, FL 32119 About IPS Worldwide IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-00511) on Jan. 25, 2019. In the petition signed by William Davies, president, the Debtor estimated assets of less than $50,000 and liabilities of $100 million to $500 million. The case is assigned to Judge Karen S. Jennemann. The Debtor tapped the Law Offices of Scott W. Spradley, P.A., as its bankruptcy counsel, and Moglia Advisors, as investment banking advisor. Judge Karen S. Jennemann approved the appointment of Alex D. Moglia as the Chapter 11 Trustee for IPS Worldwide. The Trustee retained Klayer and Associates, Inc., as counsel, and Moglia Advisors, as investment banking advisor. The U.S. Trustee for Region 21 on Feb. 15, 2019, appointed three creditors to serve on an official committee of unsecured creditors. The Committee retained Elliott Greenleaf, P.C., as counsel, and Winderweedle Haines Ward & Woodman, P.A., as local counsel to the Committee. IRON MOUNTAIN: Moody's Alters Outlook on Ba3 CFR to Stable ---------------------------------------------------------- Moody's Investors Service revised the rating outlook of Iron Mountain Incorporated to stable from negative. At the same time, Moody's affirmed the Corporate Family Rating of Iron Mountain at Ba3. Moody's also affirmed the Ba3 and B2 ratings for Iron Mountain's existing senior and subordinate debt, respectively. The following ratings were affirmed: Issuer: Iron Mountain Incorporated LT Corporate Family Rating, Affirmed Ba3 Speculative Grade Liquidity Rating, Affirmed SGL-3 Senior Subordinated Regular Bond/Debenture (Domestic), Affirmed B2 Senior Unsecured Regular Bond/Debentures (Domestic and Foreign), Affirmed Ba3 Issuer: Iron Mountain Information Management, LLC Senior Secured Bank Credit Facility, Affirmed Ba3 Issuer: Iron Mountain US Holdings, Inc. Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Issuer: Iron Mountain (UK) PLC Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Issuer: Iron Mountain Australia Group PTY. LTD. Senior Secured Bank Credit Facility, Affirmed Ba3 Issuer: Iron Mountain Canada Operations ULC Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Outlook Actions: Issuer: Iron Mountain Incorporated Rating Outlook, revised to stable from negative Issuer: Iron Mountain Information Management, LLC Rating Outlook, revised to stable from negative Issuer: Iron Mountain US Holdings, Inc. Rating Outlook, revised to stable from negative Issuer: Iron Mountain (UK) PLC Rating Outlook, revised to stable from negative Issuer: Iron Mountain Australia Group PTY. LTD. Rating Outlook, revised to stable from negative Issuer: Iron Mountain Canada Operations ULC Rating Outlook, revised to stable from negative RATINGS RATIONALE The affirmation of Iron Mountain's ratings, and the revision of its rating outlook to stable from negative takes into consideration the company's leading market position in the North America storage and information management market, a large base of recurring storage rental revenues and a geographically diversified footprint and large scale property portfolio. The stable rating outlook is driven by an increase in portfolio size and scale in recent years, as a result of recent investments in its global data center platform as well as other strategic acquisitions in the secure storage space. The company's gross asset base on a book value basis, has increased to approximately $16.9 billion (Moody's adjusted) as of Q1 2019, from $10.0 billion at year-end 2014. The profile of the company has transformed over time, with a growing footprint in the global data center space and in top North America MSAs as well as faster-growing international markets. Iron Mountain's portfolio consists of more than 90 million square feet across more than 1,450 facilities in approximately 50 countries. Additionally, Iron Mountain's leverage and coverage metrics are considered solid relative to similarly rated companies and REIT peers, in particular net debt to recurring EBITDA (6.3x at YTD 1Q19), secured debt (17.7% at YTD 1Q19), and fixed charge coverage (2.9x at YTD 1Q19). Alternatively, effective leverage (debt plus preferred over gross assets) has been consistently high, at approximately 61% at YTD 1Q19. We will continue to monitor IRM's book leverage going forward as the company continues its long-term growth initiatives. The stable outlook reflects Moody's expectation that Iron Mountain will continue to grow and diversify its portfolio while reducing leverage over time. Iron Mountain's SGL-3 liquidity rating reflects its adequate liquidity supported by the availability of approximately $573 million under its secured revolving credit facility, approximately $146 million of unrestricted cash as of March 31, 2019, a manageable debt maturity profile, with no meaningful maturities until 2023, and a solid unencumbered asset pool, totaling 70% of gross assets, after adjusting for goodwill and other intangibles. Liquidity is constrained by the firm's sizeable capital investment / acquisition pipeline and the high utilization of its revolving credit facility. Moody's indicated that upward ratings movement would be unlikely in the short-term and would be predicated on the leverage neutral funding of new acquisitions, establishing a track record of deleveraging, such that net debt to recurring EBITDA improves closer to 5x, and effective leverage (debt plus preferred as a percentage of gross assets) improves closer to 50%, all on a sustained basis. Downward ratings pressure would be predicated upon any material deterioration in Iron Mountain's profitability or liquidity and should its credit metrics not improve as projected, such that net debt to recurring EBITDA remains at or above 6x and effective leverage remains at or above 60% over the next 12-24 month period. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2018. Iron Mountain (NYSE: IRM) is a global provider of information storage and related services, organized and operating as a real estate investment trust effective January 1, 2014. Iron Mountain is primarily engaged in the ownership, management, development, and acquisition of secure storage and data center real estate, consisting of more than 90 million square feet across more than 1,450 facilities in approximately 50 countries. Iron Mountain reported gross assets of approximately $16.9 billion as of March 31, 2019. JUAN ALFARO: Hires Silverstein & Saperstein as Special Counsel -------------------------------------------------------------- Juan Alfaro Design, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Silverstein & Saperstein, as special counsel to the Debtor. Juan Alfaro requires Silverstein & Saperstein to represent, prosecute and defend the Debtor against Steve Hasenfield, and HMH Iron Design, Inc., in relation to the retrieval of the bulk of assets of the Debtor located at 52 9th Street, Suite 37 B, Brooklyn, New York. Silverstein & Saperstein will be paid at these hourly rates: Partners $500 Associates $25 to $425 Paralegals $65 to $100 Silverstein & Saperstein received a prepetition retainer from the Debtor in the amount of $1,500. Silverstein & Saperstein will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Silverstein, a partner at Silverstein & Saperstein, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Silverstein & Saperstein can be reached at: Adam Silverstein, Esq. SILVERSTEIN & SAPERSTEIN 30 Wall Street, 8th Floor New York, NY 10005 Tel: (212) 233-4995 Fax: (646) 762-9857 E-mail: adamlaw@att.net About Juan Alfaro Design Juan Alfaro Design, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42177) on April 10, 2019. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. The case is assigned to Judge Carla E. Craig. Balisok & Kaufman, PLLC, is the Debtor's counsel. Silverstein & Saperstein, is special counsel. KARL E. LUGUS: Hires Geer and Associates as Restructuring Advisor ----------------------------------------------------------------- Karl E. Lugus, D.D.S., P.C., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Geer and Associates, CPA, P.C., as restructuring advisor to the Debtor. On May 29, 2019, LGE Community Credit Union filed an "Emergency Motion for Contempt and Immediate Injunction and Motion to Expedite Hearing". In resolution of the Emergency Motion, Debtor and LGE agreed upon entry of that certain "Order On Emergency Motion For Contempt" entered June 5, 2019 ("Consent Order"). The Consent Order provides in relevant part that, on or before June 6, 2019, the Debtor will file an application for approval of a chief restructuring officer. Specifically, Debtor is seeking to employ the CRO to essentially operate as Debtor's financial manager during the pendency of the Chapter 11 case. Karl E. Lugus requires Geer and Associates to: (a) review the Debtor's assets, financial condition and business; (b) advise and assist the Debtor in the development and implementation of restructuring initiatives; (c) assist the Debtor with cash budgeting and reporting and other court and US Trustee requested or required information; (d) assist the Debtor with evaluating financial alternatives based upon the Debtor's liquidity projections; (e) implement internal controls within the financial and accounting system of the Debtor; (f) maintain an appropriate accounting system and general ledger for the Debtor; (g) process and review all payroll checks and payroll tax deposits to ensure their accuracy and ensure all tax deposits and payments are made timely; (h) prepare, maintain and review budgets and expenditures to ensure the Debtor operates within budgetary constraints; (i) reconcile all bank accounts on a monthly basis; and (j) review the Debtor's billing practices and revenue cycle for inefficiencies. Geer and Associates will be paid at the hourly rate of $250. Geer and Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Will Geer, a partner of Geer and Associates, CPA, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Geer and Associates can be reached at: Will Geer GEER AND ASSOCIATES, CPA, P.C. 3524 Old Milton Parkway Alpharetta, GA 30005 Tel: (404) 304-0620 E-mail: will.geer@willgeercpa.com About Karl E. Lugus, D.D.S. Karl E. Lugus, D.D.S., P.C., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 19-55763) on April 11, 2019, estimating under $1 million in both assets and liabilities. The Debtor is represented by Will Geer, Esq., at Geer and Associates, CPA, P.C. KEYERA CORP: DBRS Finalizes BB Rating on 2019-A Subordinated Notes ------------------------------------------------------------------ DBRS Limited finalized its provisional rating of BB (high) with a Stable trend on Keyera Corp.'s (Keyera; rated BBB with a Stable trend by DBRS) C$600 million 6.875% Fixed-to-Floating Rate Subordinated Notes Series 2019-A due June 13, 2079 (the Subordinated Notes). The net proceeds of the Subordinated Notes will be used by Keyera to fund its capital projects, repay indebtedness under its revolving credit facility and for other general corporate purposes. Notes: All figures are in Canadian dollars unless otherwise noted. KIRKLAND STALLINGS: Selling Prospect Condo Unit 347 for $540K ------------------------------------------------------------- Kirkland C. Stallings and Sherri L. Stallings ask the U.S. Bankruptcy Court for the Western District of Kentucky to authorize the sale of the residential real property commonly known as 5417 Harbortown Circle, Unit 347, Building A, Prospect, Kentucky ("Condo") to Brigitte Owens for $540,000. On Aug. 5, 2015, the Debtors acquired the Condo, and financed the purchase with a loan from Republic Bank & Trust Co. to Mr. Stallings only which was and is secured by a first mortgage on the Condo. On Jan. 26, 2017, they financed the purchase of a separate residential property, identified by the Debtors in previous filings as the "Residence," with a second loan from Republic. Loan 2 was secured by a first mortgage on the Residence, and by the Condo Mortgage. On Jan. 23, 2019, the Jefferson (Ky.) Circuit Court entered judgment foreclosing the Condo Mortgage and the mortgage on the Residence and liquidating judgment on both Loan 1 and Loan 2. According to Republic's second amended proof of claim for Loan 1 [Claim 7-3], the judgment on Loan 1 had a balance of $676,783 on the Petition Date. According to its proof of claim for Loan 2 [Claim 8-1], the judgment on Loan 2 had a balance of $1,255,414 on the Petition Date. The Condo Mortgage securing both Loan 1 and Loan 2 is subordinate to certain unpaid assessments and fees payable to Harbortown Condominium Association, Inc. ("HCA"), which obligation is secured by a lien that arises and primes the Condo Mortgage by operation of law. According to HCA's proof of claim [Claim 12], the balance owed to HCA was $20,605, through and including the monthly condo fees assessed April 1, 2019, and the special assessment made the same day. In addition, there are past-due real estate taxes of $13,373. By its order of April 11, 2019, the Court approved the employment of Jimmy Welch of the Jimmy Welch Team / Keller Williams Realty to market the Condo pursuant to the listing contract contained in the record at DN 12-1,2 which calls for a commission of 5% of the gross sale price. On April 28, 2019, the Debtors reached an agreement with Ms. Owens, who is not an insider of the Debtors, whereby Ms. Owens agreed to purchase the Condo for the gross price of $540,000. The sale will be free and clear of all Liens, with such Liens to attach to the proceeds of such sale, and such proceeds to be distributed at the closing of the sale. The Debtors believe the purchase price expressed in the Agreement represents a fair value for the Condo, and will result in a greater yield for Republic than would be realized by auction, master commissioner's sale, or other disposition, and, accordingly, will minimize claims against the estate. The sale of the Condo will allow the Debtors to eliminate the ongoing expenses of property taxes and HCA's assessments. The Debtors ask the Court to waive the 14-day stay under Federal Rule of Bankruptcy Procedure 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Kirkland_Stallings_52_Sales.pdf Kirkland C. Stallings and Sherri L. Stallings sought Chapter 11 protection (Bankr. W.D. Ky. Case No. 19-30494) on Feb. 21, 2019. The Debtors tapped David M. Cantor, Esq., at Seiller Waterman LLC, as counsel. LA VINAS MD: Seeks to Hire Ackerman Rodgers as Accountant --------------------------------------------------------- L.A. Vinas, M.D., PA, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Ackerman Rodgers, CPA, PLLC, as its accountant. The services to be provided by the firm include the preparation of tax returns; preparation of monthly reports required by the U.S. Trustee; and assistance with respect to the Debtor's Chapter 11 plan of reorganization. Venita Ackerman, the firm's accountant who will be providing the services, charges an hourly fee of $225. Other accountants charge $95 per hour. The Debtor has agreed to pay the firm a post-petition retainer in the amount of $5,000. Ackerman Rodgers does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Venita Ackerman Ackerman Rodgers, CPA, PLLC 1665 Palm Beach Lakes Blvd., 10th Floor, Suite 1004 West Palm Beach, FL 33401 Phone: (561) 293-4120 Fax: (561) 899-0395 About L.A. Vinas Based in West Palm Beach, Florida, L.A. Vinas, M.D., P.A. owns plastic surgery, med spa & skin care centers. It offers breast augmentation, body contouring, liposuction, breast lift, face lift, gynecomastia, tummy tuck, facial, and butt lift services. The Company previously sought bankruptcy protection on April 17, 2017 (Bankr. S.D. Fla. Case No. 17-14765). L.A. Vinas, M.D., P.A. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.: 19-17065) on May 29, 2019. The petition was signed by Luis A. Vinas, M.D., president. At the time of the filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Judge Erik P. Kimball oversees the case. Kelley, Fulton & Kaplan, P.L., is the Debtor's legal counsel. LAUREATE EDUCATION: S&P Upgrades ICR to 'BB-' on Asset Sales ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Maryland-based global for-profit higher education company Laureate Education Inc. to 'BB-' from 'B'. Laureate has successfully sold approximately $1.8 billion in assets over the last 12 months and used a majority of the proceeds to repay debt. As a result, its pro forma leverage was 3.5x as of March 31, 2019 and the mismatch between the currency of earnings and the currency of debt has diminished. S&P forecasts adjusted debt to EBITDA in the 3x area and adjusted free operating cash flow (FOCF) to debt of about 9% over the next 12 months. The rating agency expects the company will maintain a prudent financial policy over the next 24 months to maintain credit metrics. S&P said, "We are also raising our issue-level rating on the secured debt to 'BB+' from 'B+', and revising the recovery to '1' from '2'. In addition, we are raising our issue-level rating on the company's senior notes to 'BB-' from 'B-', and revising the recovery to '3' from '5'. The recovery revision reflects lower secured debt following the term loan repayment. We are withdrawing the ratings on the company's term loan following repayment. "Our upgrade results from Laureate's good execution of asset divestitures and use of proceeds to pay down debt. Adjusted debt to EBITDA declined to about 3.5x (pro forma for the full repayment of the term loan with asset sale proceeds) as of March 31, 2019, down from 5.3x in 2017. We expect improving operating performance from growth in the company's key markets and that a conservative financial policy will support maintaining leverage at these levels in the future, including adjusted FOCF to debt in the high-single-digit percentage area. Capital structure risk from currency mismatch between currency of debt and currency of earnings has abated following the $1.6 billion term loan repayment. The company's financial sponsor, Wengen Alberta L.P., has reduced its ownership interest since Laureate's IPO in 2017. Currently it owns 46% following the recent secondary offering, and we expect the financial sponsor to relinquish control over the intermediate term, supporting our view that the risk of re-leveraging is low. "The stable rating outlook reflects our expectation that leverage will improve to the low-3x area in 2019, and further decrease in 2020 from enrollment growth and increase in EBITDA from operational efficiencies and debt repayment with asset sale proceeds. "We could raise the rating if the private equity sponsor reduces ownership and relinquishes control, and Laureate clarifies its long-term financial policy such that leverage remains below 3x and adjusted FOCF to debt is sustained above 10% over the long term. "We could lower the rating if leverage exceed 4x or FOCF to debt approaches mid-single digit percentage rate on a sustained basis. This could be a result of weaken operating trends from increased regulation, sharp foreign currency swings, and intense competition, or increased capital structure risk caused by the sale of the U.S. business and increased currency mismatch between the currency of debt and currency of earnings." LE-MAR HOLDINGS: Selling All Assets for $1.2M Sale to Expreso ------------------------------------------------------------- Le-Mar Holdings, Inc., Edwards Mail Service, Inc., and Taurean East, LLC, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of substantially all their assets to Expreso Logistic, LLC for $1.2 million cash, plus the assumption of Payroll Obligations incurred for the operations being purchased for up to two payroll periods immediately preceding each Closing, in an aggregate amount not to exceed $800,000, subject to overbid. After the Petition Date, the Debtors employed RSG Restructuring Advisors, LL as an investment advisor for the Debtors to focus on two capital raise processes (i) debt and/or equity capital to fund the plan of reorganization, and/or (ii) the sale of the Debtors' businesses in part or whole. Beginning in June 2018, RSG embarked on a comprehensive restructuring effort. On Oct. 23, 2019, the Debtors filed their Previous Sale Motion. On Nov. 2, 2018, the Court entered the Bid Procedures Order, which among other things, the Bid Procedures Order, set a bid deadline of Nov. 9, 2018, defined what a qualified bid was, and set an auction date of Nov. 14, 2018 if more than one qualified bid was received. Prior to the Bid Deadline, the Debtors received continued interest from multiple parties and one formal bid. However, they were not able to qualify that bid under the procedures set forth in the Bid Procedures Order and opted to continue the negotiations with the interested parties and extended the Bid Deadline, the auction date, and sale hearing to Nov. 26, 2018, Nov. 27, 2018, and Nov. 28, 2018, respectively. Again prior to the Bid Deadline the Debtors received multiple expressions of interest and two bids, however, the Debtors were not able to qualify either bid and instead opted at the Nov. 28, 2018, hearing to withdraw the Previous Sale Motion and to negotiate directly with the two bidders and other parties that had expressed interest and to come back to the Court when a viable deal was reached. After the Nov. 28, 2018 hearing, the Debtors and RSG, engaged in negotiations with the parties who had put forth bids in the prior bidding process to see if terms could be reached. Ultimately terms could not be reached with either group. The Debtors, therefore, began negotiations with multiple other interested parties, including a group that is a related-entity to the Buyer, who was interested in purchasing the Assets. After multiple iterations, a Letter of Intent was entered into by the Debtors and the Buyer on Feb. 19, 2019. On May 3, 2019, the APA was executed. Under the terms of the APA, the Buyer plans two separate closings of the GP Operations and the Non-GP Operations. The primary assets being transferred and assigned are the Debtors USPS Contracts. The APA provides for the sale of Non-GP Operations which encompass the assets described on Exhibit B, subject to the terms and conditions of the APA, for Cash Consideration on the Closing of $700,000 and the assumption by the Buyer of the two payroll periods directly preceding the Closing, provide, that the aggregate of the Payroll Obligations assumed by the Buyer for the Non-GP Operations plus the Grand Prairie Obligations will not exceed $800,000. Plus, the Shared Earnings attributable to the Non-GP Operations, which is defined as 50% of the annual renewal increase (not including any fuel component) in excess of 5% above the annual rate paid prior to the 2019 renewals, such annual rate will be identified on Exhibit C3 relating to any Postal Service Contracts identified on Schedule 2.2(d) that renew or are replaced in 2019 attributable to the Non-GP Operations. The APA provides for the sale of Grand Prairie Operations, which encompass the assets described on Exhibit A, subject to the terms and conditions of the APA, for Cash Consideration on the Closing of $500,000 and the assumption by the Buyer of the two payroll periods directly preceding the Closing, provide, that the aggregate of the Payroll Obligations assumed by the Buyer for the Non-GP Operations plus the Grand Prairie Obligations will not exceed $800,000. Plus, the Shared Earnings attributable to the Grand Prairie Operations, which is defined as 50% of the annual renewal increase (not including any fuel component) in excess of 5% above the annual rate paid prior to the 2019 renewals, such annual rate will be identified on Exhibit C, relating to the 2019 Contracts attributable to the Grand Prairie Operations. Pursuant to the Section 9.1(j) of the APA, the APA is subject to the receipt of higher and better offers, but that if the Debtors elect to pursue an Alternative Transaction that the Buyer would be entitled to a Break-Up Fee in the amount of $75,000; provided, however, as further provided in the APA, if the APA is terminated pursuant to 9.1(j)(2)of the APA then the Buyer would receive a Break Up Fee of $75,000 plus any deposits or out-of-pocket expenses made by the Buyer up to $325,000. The Debtors have engaged in an extensive marketing effort beginning in June 2018 and engaged in a prior sale and auction process and the APA is only viable transaction that those efforts have produced. Due to the prior efforts, including a prior aborted auction process and the financial position of these Debtors, the Debtors submit that it is unnecessary to conduct another bidding and auction process and simply ask that the Court approve the terms of APA, however, that if any party wishes to make a higher or better offer that they may submit such an offer as described in the Procedures Motion. In addition to the conditions listed in full in the APA, the closing of the transaction is conditioned on written approval of the United States Postal Service in form satisfactory to the Purchaser to an assignment of the existing postal contracts and the Sellers have negotiated the 2019 Contracts on terms and conditions approved in writing by the United States Postal Service, all of which must be acceptable to the Buyer. The timing of each closing will occur on the last business day of the month in which all of the 2019 Contracts, relevant to the that specific Closing have been renewed or replaced. By the Motion, the Debtors request entry of an order (a) approving the APA, including the Break-Up Fee or approving another higher or better transaction, (b) approving the sale of the Assets free and clear of all liens, claims, and encumbrances, and (c) granting related relief. The Debtors propose to sell substantially all of their Assets, pursuant to the terms of terms of the APA, including all rights under their contracts with the USPS, real property located at 420 Erskine St in Lubbock, Texas, and certain other Assets listed in Section 2.2 of the APA. The Assets will be sold free and clear of all liens, claims, encumbrances, rights, remedies, restrictions, pledges, interests, liabilities, charges, options, and contractual commitments of any kind or nature whatsoever. Schedule 2.2(d) to the APA lists all Contracts that the Debtors propose to assume and assign pursuant to the APA with all cure amounts proposed to be paid. Pursuant to the Procedures Motion the Debtors will serve a notice on all counterparties to the Contracts on the Assumption List with any cure amount list. Pursuant to the APA the Buyer will only be assuming the USPS Contracts, as listed on Schedule 2.2(d). The Buyer's assumption of the USPS Contracts is subject to the requirements of Section 4.9 of the APA, which among other things provides that the Buyer will not be responsible for any amounts that may be due and owing related to the DOL Allegations. Pursuant to the APA, the Buyer has reserved the right to amend the Assumption List not less than 20 days prior to each Closing, to add or remove a Contract. The sale of the Assets will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Debtors, their estates, or their agents or representatives. The Debtor will provide notice of the proposed sale of their Assets, pursuant to the terms of the APA, upon all Sale Notice Parties. Because of the potentially diminishing value of the Assets the Debtors must close the sale promptly after all closing conditions have been met or waived. Accordingly, they ask the Court to waive the 14-day stay period under the Bankruptcy Rules 6004(h) and 6006(d). A copy of the APA attached to the Motion is availabe for free at: http://bankrupt.com/misc/Le-Mar_Holdings_922_Sales.pdf About Le-Mar Holdings Le-Mar Holdings, Inc., is a mid-sized company in the general freight trucking business with operations in Grand Prairie, Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin and Lubbock. Chuck and Tracey Edwards own approximately 63.9% of the equity interests in Le-Mar while the Lawrence and Margie Edwards' Grand-Children's Trust owns approximately 36.1% of the equity interests. Le-Mar Holdings owns 100% of the equity interests of Edwards Mail Service, Inc., and 50% of the membership interests of Taurean East, LLC. Chuck and Tracey Edwards own 50% of the membership interests of Taurean East. Le-Mar Holdings, Edwards Mail and Taurean East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed by Chuck Edwards, its president, Le-Mar Holdings estimated assets and liabilities of $1 million to $10 million. Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash Smoak & Steward, P.C., is special counsel. The Official Committee of Unsecured Creditors formed in the case retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel. Colliers International North Texas, LLC, was appointed by the Court as a real estate broker on Jan. 10, 2018. RSG Restructuring Advisors, LLC, was appointed by the Court as investment advisor on June 11, 2018. LONGVIEW INTERMEDIATE: Moody's Hikes Secured Loan Ratings to Caa1 ----------------------------------------------------------------- Moody's Investors Service upgraded the rating on Longview Intermediate Holdings C, LLC's (Longview, or Project) senior secured term loan due 2021 and its five-year senior-secured revolving credit facility due 2020 to Caa1 from Caa2. Concurrently, Moody's revised the outlook to stable from positive. Upgrades: Issuer: Longview Intermediate Holdings C, LLC Senior Secured Bank Credit Facility, Upgraded to Caa1 from Caa2 Outlook Actions: Issuer: Longview Intermediate Holdings C, LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE The upgrade to Caa1 primarily reflects lower default risk owing to demonstrated strong operating performance at the Longview power plant, which Moody's believes is sustainable along with more competitive coal source contract. The plant's strong operating performance is evidenced by an average availability factor of 90% over the last seven quarters, which when coupled with a more economical coal arrangement enabled Longview's cash flow generation to improve significantly in 2018 and through the first quarter of 2019 compared to historical performance. Financial performance improved markedly in 2018 as severe winter weather caused significant power price volatility enabling Longview to capitalize on the sizable dark spreads. Longview's debt service coverage ratio (DSCR) and project cash from operations to debt (Project CFO/debt) were 1.61x and 7.0% on a Moody's adjusted basis, respectively. Longview's debt-to-EBITDA ratio for 2018 was 4.9x. Although realized power prices were significantly lower in first quarter of 2019 versus 2018 ($28.94/MWh versus $43.04/MWh), financial performance importantly did not deteriorate as Longview generated a similar amount of funds from operations ($13 million) because of a higher capacity factor (91.2% versus 90.2%) and lower coal costs ($20.2 million versus $23.9 million). Additionally, Longview has been easily able to meet its two financial covenants over the last five quarters: 1.1x DSCR and minimum $10 million available liquidity. The combination of Longview's recent operating performance, new coal contract, and low heat rate places the plant at the front of the line from a dispatch perspective relative to other coal plants in PJM, a credit positive. Despite the recent improvement in financial performance, Longview's financial headroom remains limited because of its high cost of debt. That said, the project should remain in compliance with its financial covenants in 2019. Per management's revised 2019 budget which incorporates actual performance through May, the Project expects to generate $38-$43 million of EBITDA, versus $67 million from its original 2019 budget prepared in November primarily due less power price volatility through the first five months of 2019 and lower forward prices for remainder of the year. Longview's DSCR as calculated by Moody's for 2019 (which subtracts major maintenance) is projected to be about 1.1x and Project CFO/Debt around 3.0%. Based on the revised budget, Moody's projects Longview will remain in compliance with its financial covenants through the rest of the year. Beyond 2019, financial performance is projected to remain challenged because of sustained low power prices, even with the assumption of capacity and availability factors on par with recent periods. Per management's case, which considers capacity factors of 91% on average, credit metrics are projected to moderately improve in 2020 with Project CFO/Debt around 4%. Longview's DSCR per Moody's calculation is projected to also increase to around 1.4x in 2020. In a Moody's sensitivity that incorporated a reduction in the plant's capacity factor, lower power prices and higher operating and capital expenditures compared to management's assumptions, Longview's DSCR as calculated by Moody's and Project CFO/Debt were 1.0x and 1.0%, respectively. Moody's projects Longview's 2020 pre-major maintenance DSCR to be around 1.1x, which is in line with DSCR financial covenant and will be able to satisfy its liquidity covenant as long as the revolver is available. We note however that given Longview's competitive strengths relative to other coal plants in PJM positions it well to generate excess cash flow if market fundamentals strengthen or if better than normal weather conditions emerge during the summer or winter periods. This is particularly true given Longview's current open hedging position. The Caa1 rating also considers Longview's high refinancing risk as its revolving credit facility is scheduled to expire in April 2020 owing to the project's weak financial performance and elevated carbon transition risk as a single asset merchant coal plant. Management stated on its first quarter conference call with lenders that discussions to extend the revolver have taken place but have been suspended in order to focus on the potential sale process. Management also stated it would try to procure an alternate source of liquidity if the revolver is not extended. If neither of these occur, there could be negative implications for the rating. The sponsors' unconditional $25 million liquidity commitment expired in May 2019 and according to management, was not renewed because the, "auditors no longer had going concern issue that required equity support." In addition, the term loan matures in April 2021 and the Project has continually struggled to generate excess cash flow to repay debt via the excess cash flow sweep. Approximately $289 million, or 96% of the original term loan balance, was outstanding as of March 31, 2019. OUTLOOK The stable outlook reflects Moody's expectation of continued strong operating performance of the plant with availability and capacity factors in line with recent performance. FACTORS THAT COULD LEAD TO AN UPGRADE - In light of the current upgrade, the rating is unlikely to be upgraded again in the near-term owing to the uncertainty around the pending debt maturities for the revolver and the term loan. Clarity around this factor coupled with better market dynamics that enables free cash flow generation increases prospects for consideration of a higher rating. FACTORS THAT COULD LEAD TO A DOWNGRADE - Revolver is not extended beyond its current April 2020 maturity date and management is not able to procure an alternate source of external liquidity - Sponsor provides no credible plan for refinancing of the term loan at its April 2021 maturity over the next twelve months - Plant encounters operating problems that negatively affect the ability of the project to generate sufficient cash to meet its financial covenants - Weaker than projected power prices lead to lower operating cash flow and additional calls on liquidity, or inability to meet financial covenants Longview is a special purpose entity that owns and operates a 700 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh, PA. Energy and capacity is sold on a merchant basis into PJM's wholesale energy and capacity markets and the plant targets having 50% of its generation output hedged with forward contracts at any time. Coal for the project is purchased from third-party providers via long-term contracts following the closure of the Mepco mine in March 2018. Water for the project is drawn from the Monongahela River, via a pipeline and treatment facility constructed by Dunkard Creek Water System LLC, another Longview affiliate. Mepco and Dunkard are both subsidiaries of Longview's parent, Longview Intermediate Holdings and are part of the collateral package pledged to the Longview lenders. LUMEE LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: LuMee LLC 136 Heber Ave., Suite 103 Park City, UT 84030 Business Description: LuMee LLC -- https://www.lumee.com/ -- designs, manufactures, and sells illuminated smart phone cases and other mobile accesories. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Case No.: 19-24752 Judge: William T. Thurman Debtor's Counsel: Brian M. Rothschild, Esq. Grace S. Pusavat, Esq. Michael R. Brown, Esq. PARSONS BEHLE & LATIMER 201 S. Main St. Suite 1800 Salt Lake City, UT 84111 Tel: 801-532-1234 Fax: 801-536-6111 E-mail: brothschild@parsonsbehle.com GPusavat@parsonsbehle.com MBrown@parsonsbehle.com ECF@parsonsbehle.com Estimated Assets: $100,000 to $500,000 Total Debts as of June 28, 2019: $4.2 million The petition was signed by Angela Shoemake, president and COO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/utb19-24752_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/utb19-24752.pdf M & G SERVICES: Gets Court Approval to Hire Accountant ------------------------------------------------------ M & G Services, Inc., received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Robert Heinz, an accountant based in Marshall, Minn. Mr. Heinz will assist the Debtor in the preparation and filing of tax returns and reports, and will provide other accounting services necessary to administer its bankruptcy estate. The Debtor will pay the accountant an hourly fee of $125 for his services. Mr. Heinz disclosed in court filings that he does not hold any interest adverse to the Debtor and its bankruptcy estate. About M & G Services Inc. M & G Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-30993) on April 3, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Michael E. Ridgway. Calvert Law Office PA is the Debtor's legal counsel. MAUSER PACKAGING: Moody's Affirms B3 CFR, Outlook Negative ---------------------------------------------------------- Moody's Investors Service affirmed Mauser Packaging Solutions Holding Company's Corporate Family Rating at B3. The outlook remains negative. Outlook Actions: Issuer: Mauser Packaging Solutions Holding Company Outlook, Remains Negative Affirmations: Issuer: Mauser Packaging Solutions Holding Company Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Gtd. Senior Secured Term Loan B, Affirmed B2 (LGD3) Gtd. Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD3) Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD3) Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5) RATINGS RATIONALE The affirmation of the corporate family rating and negative outlook reflect high pro forma leverage, recent sluggishness in certain end markets and the risks inherent in the realization of the synergies and cost savings needed to improve credit metrics. Mauser's pro forma leverage remains over 7.5 times (excluding unrealized synergies). The company will need to fully realize a significant portion of the projected synergies and cost savings over the next 12 months to restore credit metrics to a level within the B3 category. Mauser will also need to refinance its revolver in a timely manner and maintain adequate liquidity. Weaknesses in Mauser's credit profile include high pro forma leverage, high concentration of sales and aggressive financial policy. It also includes the mixed contract position, fragmented industry and primarily commoditized product line. The majority of pro forma revenue is generated from cyclical end markets and the company has a high customer concentration in many of its segments. The Mauser segment lacks contractual cost pass-throughs on a significant percentage of business and there are significant lags on the business that has them. The Mauser business has long-term contracts with customers that contain cost pass-through provisions for core raw materials, but other costs are excluded and the contracts allow for competitive bids. The company has a high percentage of variable rate debt and is not expected to hedge its interest rate exposure. Strengths in Mauser's credit profile include the company's strong competitive position in certain markets, long-standing relationships with customers and geographic diversity. In addition, the company also has some exposure to more stable end markets including consumer products related. Mauser has a strong competitive position in certain end markets including the US housing and construction-related end markets where the company has a significant share in the metal segment. The company has greater scale and breadth of product line than many competitors. Additionally, high shipping costs create a barrier against imports. The pro forma company has geographic diversity with an extensive global footprint. The rating could be downgraded if there is a deterioration in the credit statistics, liquidity, and/or the operating and competitive environment. Continued aggressive financial policies could also pressure the rating. Specifically, the rating could be downgraded if total debt to EBITDA remains above 6.5 times, funds from operations to debt remains below 6.0% and EBITDA to gross interest remains below 2.0 times. The rating could be upgraded if Mauser sustainably improves credit metrics and improves liquidity within the context of a stable operating and competitive environment. The company would also need to adopt less aggressive financial policies. Specifically, the ratings could be upgraded if debt to EBITDA declines below 5.5 times, funds from operations to debt increases to above 8.75% and EBITDA to gross interest improves to over 2.0 times. Mauser Packaging Solutions Holding Company is a supplier of steel paint cans, plastic pails, plastic paint bottles, ammunition boxes, metal and plastic drums, fiber drums, and intermediate bulk containers. The company also reconditions IBC's for resale. General line metal containers accounted for approximately 35% of Mauser's pro forma revenue, general line plastic containers for 37%, intermediate bulk containers for 12% and reconditioned containers for 13%. With 115 manufacturing facilities, Mauser is a supplier of steel paint cans, plastic pails, paint bottles, ammunition boxes and metal and plastic drums. The company generates 79% of sales in North America, 9% in Europe, 2% in South America, and 10% in Other regions. Revenue for the twelve months ended March 31, 2019 was approximately $3.8 billion. Mauser is owned by Stone Canyon Industries and does not publicly disclose information. MERIDIAN MARINA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Meridian Marina & Yacht Club of Palm City, LLC 1400 SW Chapman Way Palm City, FL 34990 Business Description: Meridian Marina & Yacht Club of Palm City LLC owns and operates a yacht club in Palm City, Florida offering concierge services, yacht club amenities, and sales and service. Chapter 11 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Case No.: 19-18585 Judge: Hon. Erik P. Kimball Debtor's Counsel: Craig I. Kelley, Esq. KELLEY & FULTON, PL 1665 Palm Beach Lakes Blvd #1000 West Palm Beach, FL 33401 Tel: 561-491-1200 E-mail: craig@kelleylawoffice.com dana@kelleylawoffice.com Total Assets: $8,528,155 Total Liabilities: $5,790,533 The petition was signed by Timothy Mullen, member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb19-18585.pdf MICHAEL ROSE: $217K Sale of Hot Springs Property Withdrawn ---------------------------------------------------------- Judge Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas withdrew that the sale by Michael D. Rose and Kathryn A. Rose of the real property located at 1412 Airport Road, Unit B-6, Hot Springs, Arkansas to Tracy and Melinda McKoin for $217,000, free and clear of all liens. Based upon the request of the Debtors' counsel, the Court finds that the Motion should be withdrawn. Michael D. Rose and Kathryn A. Rose sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 19-70883) on March 29, 2019. The Debtors tapped Marc Honey, Esq., at Honey Law Firm, P.A. as counsel. MIDWAY OILFIELD: Seeks to Hire Orsak Langer as Accountant --------------------------------------------------------- Midway Oilfield Constructors, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Orsak Langer & Barthel, PLLC, as its accountant. The firm will prepare the Debtor's federal and state income tax returns for the 2017, 2018 and 2019 tax years; prepare any Texas Franchise returns; and provide bookkeeping services necessary for the filing of the tax returns. The firm's hourly rates are: Partner $275 Professional Staff $160 Paraprofessional $115 The Debtor has agreed to pay the firm a retainer of $20,000. Orsak estimates that its fees will range between $30,000 and $40,000. Orsak and its employees are "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. About Midway Oilfield Constructors Midway Oilfield Constructors, Inc., provides construction services to the upstream, midstream, and downstream sectors of the oil and gas industry. Based out of Midway, Texas, Midway provides services across the State of Texas and Oklahoma. On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 18-34567). The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities as of the bankruptcy filing. Judge Marvin Isgur is the case judge. The Debtor tapped Hoover Slovacek LLP as its legal counsel. Hrdlicka White Williams & Aughtry, is the special tax counsel. The Office of the U.S. Trustee on Nov. 14, 2018, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. The committee members are: (1) Buffalo Gap Instrumentation & Electric Co. Inc.; (2) Sun Coast Resources, Inc.; and (3) Baldwin Redi-Mix Co., Inc. Lugenbuhl Wheaton Peck Rankin & Hubbard, is counsel to the Committee. NEOVASC INC: Regains Compliance with Nasdaq Market Value Rule ------------------------------------------------------------- Neovasc Inc. has received written notification from The Nasdaq Stock Market LLC notifying the Company that it has regained compliance with the minimum market value requirement set forth in the rules for continued listing on the Nasdaq Capital Market. The Company received a letter from the Nasdaq in January 2019 notifying it that it was not in compliance with the minimum market value requirement set forth in Listing Rule 5550(b)(2). The Nasdaq Notice confirms that the Company has regained compliance with Listing Rule 5550(b)(2) pursuant to Listing Rule 5810 as the Company's market value exceeded US$35 million for 10 consecutive business days between June 11, 2019 through June 24, 2019. The Company must still regain compliance with the minimum bid price requirement under Listing Rule 5550(a)(2) before July 15, 2019. In the event the Company does not regain compliance by July 15, 2019, the Company may be eligible for additional time to regain compliance or may be delisted. To regain compliance, the closing bid price of the common shares of the Company on the Nasdaq Capital Market will need to be at least US$1.00 per share for a minimum of 10 consecutive business days. The Company is also listed on the Toronto Stock Exchange and the Company's noncompliance with the Nasdaq minimum bid price requirement does not affect the Company's compliance status with the TSX. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$108.04 for the year ended Dec. 31, 2018, compared to a net loss of US$22.90 million for the year ended Dec. 31, 2017. As of March 31, 2019, Neovasc had US$16.09 million in total assets, US$18.89 million in total liabilities, and a total deficit of US$2.80 million. Grant Thornton LLP, in Vancouver, BC, the Company's auditor since 2002, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss of US$108.04 million during the year ended Dec. 31, 2018, and as of that date, the Company's liabilities exceeded its assets by US$9.67 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NEW JERSEY CITY UNIVERSITY: S&P Cuts Revenue Bond Rating to 'BB+' ----------------------------------------------------------------- S&P Global Ratings lowered its rating to 'BB+' from 'BBB-' on the New Jersey Economic Development Authority's series 2015A tax-exempt student housing revenue bonds. The bonds were issued on behalf of West Campus Housing LLC, the sole member of which is the New Jersey City University Foundation (NJCU Foundation). The outlook is negative. "The lowered rating and negative outlook reflect our view of the housing project's lower-than-projected debt service coverage of 1.07x in fiscal 2018, which is below the rate covenant," said S&P Global Ratings credit analyst Amber Schafer. "Furthermore, we understand management projects coverage to again be below the 1.2x covenant in fiscal 2019. We also believe continued declines in enrollment at NJCU could make it difficult to materially improve occupancy and therefore financial performance of the project," Ms. Schafer added. Although S&P has reviewed NJCU's finances and demand to understand the project and the university's role in supporting it, this rating does not directly reflect NJCU's underlying credit characteristics, as the bonds are not a direct debt obligation of NJCU. S&P does not hold a public underlying rating on NJCU. The rating reflects S&P's view of these project-specific and university risks: -- Weak debt service coverage (DSC) at 1.07x in fiscal 2018, below the covenanted 1.2x, and expectation that coverage will again be below 1.2x in fiscal 2019, but above 1.0x; -- Occupancy rates that are falling short of projections, with a fall 2018 occupancy of 92% and spring 2019 occupancy of 83%, which is comparable to the project's occupancy rates in recent years; lower than the original 95% projections; -- The project's break-even (1.0x) occupancy of 84% that provides little flexibility with the project; and -- Softer enrollment at the university in fall 2017 and fall 2018 and no housing requirement for freshman students; though there is one in place for international students, which accounts for approximately 50-60 beds. The rating further reflects S&P's assessment of these credit factors: -- The good connection between NJCU and the new 425-bed residence hall, demonstrated by the residence hall's location on the university's west campus, NJCU's active role in marketing and treating the new housing as part of its own housing stock, eventual ownership of the residence hall once the bonds are fully repaid, and its management of the housing project; -- The nonrecourse security pledge of net revenue of the new 425-bed residence hall and net revenue from the university's two existing on-campus student residence halls (Vodra and Co-Op halls), which were also renovated with the series 2015 bond proceeds; -- The bonds' adequate security features, including a fully funded debt service reserve fund (DSRF), a 1.2x annual debt service coverage (DSC) covenant beginning in fiscal 2018, and a 1.2x additional bonds test; and -- Limited competition from off-campus housing in the Jersey City area, with numerous off-campus developments already in operation and several under development and construction--however, none of these projects are actively geared toward the student market and they are appreciably more expensive. NJCU is one of 12 public institutions in the New Jersey higher education system. It is a co-educational regional university located in Jersey City, less than one hour from New York City. NMI HOLDINGS: S&P Hikes Issuer Credit Rating to 'BB'; Outlook Pos. ------------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating on NMI Holdings Inc. to 'BB' from 'BB-'. At the same time, S&P Global Ratings raised its financial strength and issuer credit ratings on NMI's core operating company, National Mortgage Insurance Corp. The outlook is positive. S&P said, "The upgrade reflects our enhanced view of NMI's management expertise and ability to successfully execute on its business strategy and improve profitability, while maintaining prudent underwriting discipline. Throughout this growth period, NMI managed to build sound relationships with national and regional lenders and successfully integrated its operating platform with that of its lenders and other third-party platforms. As a result, it achieved a meaningful presence in the market, as highlighted by its approximately 9.4% market share for 2018. We believe NMI will continue to execute its business strategy and further enhance its position in the U.S. private mortgage insurance industry. "The positive outlook reflects our expectations that NMI will continue to successfully execute its business and capital strategy and strengthen its capitalization level to support its growing underwriting portfolio. We expect the company to maintain pricing and underwriting discipline leading to strong operating profitability in line with that of its peers." S&P could raise its ratings by one notch in the next two years if: -- Management continues to execute its business strategy successfully, leading to a steady market share; -- The company maintains pricing and underwriting discipline by writing high-quality and profitable business; and -- NMI further strengthens its capital adequacy at the 'BBB' confidence level while supporting its business growth. S&P said, "We could affirm the ratings and revise the outlook to stable in the next two years if NMI does not perform as per the aforementioned expectations. We could also lower the ratings, contrary to our expectations, if the company's capital adequacy weakens materially because of aggressive portfolio growth and its underwriting discipline loosens, resulting in weakening of portfolio credit quality." O'BENCO IV: Seeks to Hire Bracewell as Legal Counsel ---------------------------------------------------- O'Benco IV, LP seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Bracewell LLP 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 and operation of its business and properties; b. advise the Debtor on the conduct of its bankruptcy case, including the legal and administrative requirements of operating in Chapter 11; c. negotiate with representatives of creditors and other parties-in-interest; d. take all necessary actions to protect and preserve the bankruptcy estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which it is involved; e. prepare pleadings and appear before the bankruptcy court and any appellate court to represent the interests of the Debtor's estate; f. represent the Debtor in connection with obtaining authority to continue using cash collateral; g. advise the Debtor in connection with any potential sale of its assets; h. advise the Debtor regarding tax matters; i. negotiate, prepare and seek approval of the Debtor's disclosure statement and bankruptcy plan; and j. provide other legal services, including an analysis of the Debtor's leases and executory contracts, an analysis of the validity of liens against the Debtor; and legal advice on corporate and litigation matters. Bracewell's hourly rates are: Partners $480 - $1,200 Associates $335 - $765 Paraprofessionals $180 - $325 The attorneys expected to provide the services are: William A. (Trey) Wood III $980 Jason G. Cohen $780 Finney Abraham $475 William Wood III, Esq., a partner at Bracewell, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: William A. (Trey) Wood III Jason G. Cohen Bracewell LLP 711 Louisiana, Suite 2300 Houston, TX 77002 Tel: (713) 223-2300 Fax: (713) 221-1212 Email: Trey.Wood@bracewelllaw.com Jason.Cohen@bracewelllaw.com About O'Benco IV LP O'Benco IV, LP -- https://www.obrienenergyco.com/ -- is an exploration and production company based in Shreveport, La. O'Benco IV sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 19-60384) on June 3, 2019. At the time of the filing, the Debtor disclosed assets of between $100 million and $500 million and liabilities of the same range. The Debtor is represented by William A. Wood III, Esq., at Bracewell LLP. OMNICHOICE HEALTH: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Debtor: OmniChoice Health Services, LLC dba Paramount Urgent Care 4250 Ridge Haven Road Tallahassee, FL 32305 Business Description: OmniChoice Health Services LLC -- https://www.paramounturgentcare.com/ -- is a provider of urgent care medical services throughout Central Florida, with seven locations. The medical centers treat a variety of injuries including cuts, simple fractures, eye injuries, sprains, strains and more. The Company's medical centers can also treat many types of symptoms including rashes, sore throats, flu, fever, upper respiratory infections, urinary tract infections, and digestive ailments. Chapter 11 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Case No.: 19-04225 Debtor's Counsel: 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 E-mail: Buddy@TampaEsq.com All@tampaesq.com Total Assets: $177,815 Total Liabilities: $1,148,946 The petition was signed by Eric Vaughn, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-04225.pdf OSB INVESTMENT: Case Summary & 15 Unsecured Creditors ----------------------------------------------------- Debtor: OSB Investment, LLC 427 N. Cannon Dr., Suite 202 Beverly Hills, CA 90210 Business Description: OSB Investment LLC is an investment company in Beverly Hills, California. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-17591 Judge: Hon. Julia W. Brand Debtor's Counsel: Ovsanna Takvoryan, Esq. CKR LAW, LLP 1800 Century Park East, 14th Floor Los Angeles, CA 90067 Tel: 310-400-0110 Fax: 424-382-1863 E-mail: otakvoryan@ckrlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Emily Siag, authorized representative. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-17591.pdf List of Debtor's 15 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. A&J $2,250 219 Junipero Serra Dr. San Gabriel, CA 91776 2. Albert Ramirez Unknown 1259 W. 89th St. Los Angeles, CA 90044 3. City of Beverly Hills Unknown 455 North Rexford Drive Beverly Hills, CA 90210 4. County of LA $213,046 Treasurer & Tax Collec 225 North Hill Street, Room 115 Los Angeles, CA 90012 5. Deluxe Home Vacation Rentals $8,000 390 Hauser Blvd #46-3A Los Angeles, CA 90036 6. DGK Plumbing $24,875 5939 Topeka Dr. Tarzana, CA 91356 7. HD Sound and Video $15,139 6542 West Olympic Blvd. Beverly Hills, CA 90210 8. Henry's Pool Service Unknown P.O. Box 1355 Sun Valley, CA 91352 9. Interior Illusions $1,890 7335 Santa Monica Blvd Los Angeles, CA 90046 10. JRD Construction $87,250 6159 Melvin Ave. Tarzana, CA 91356 11. Ray's HVAC $15,700 15715 Marilla St. North Hills, CA 91343 12. Ryan C. Baker $34,155 19200 Von Karman Ave., Suite 416 Irvine, CA 92612 13. Soar Management, LLC $3,190 1836 Laurel Canyon Blvd. Los Angeles, CA 90046 14. SoCal Gas Unknown PO Box C Monterey Park, CA 91756-5111 15. Southern California Edison Unknown P.O. Box 300 Rosemead, CA 91772 P&D INVESTMENTS: Case Summary & Largest Unsecured Creditors ----------------------------------------------------------- Three affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- P&D Investments, LLC 19-18740 552 NE 34 Court Fort Lauderdale, FL 33334-2183 PCD Investments, LLC 19-18744 552 NE 34 Court Fort Lauderdale, FL 33334 Whale Cay Group, Limited 19-18748 552 NE 34 Court Fort Lauderdale, FL 33334 Business Description: The Debtors' were established for the purpose of acquiring and developing real estate properties in The Bahamas. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B. Ray (Case Nos. 19-18740 and 19-18744) Hon. John K. Olson (Case No. 19-18748) Debtors' Counsel: Patrick S. Scott, Esq. GRAYROBINSON, P.A. 401 E. Las Olas Blvd #1000 Fort Lauderdale, FL 33301 Tel: 954.761.8111 Fax: 954.761.8112 E-mail: patrick.scott@gray-robinson.com P&D Investments' Estimated Assets: $1 million to $10 million P&D Investments' Estimated Liabilities: $10 million to $50 million PCD Investments' Estimated Assets: $1 million to $10 million PCD Investments' Estimated Liabilities: $10 million to $50 million Whale Cay Group's Estimated Assets: $10 million to $50 million Whale Cay Group's Estimated Liabilities: $10 million to $50 million The petitions were signed by David Casoria, manager. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flsb19-18740.pdf http://bankrupt.com/misc/flsb19-18744.pdf http://bankrupt.com/misc/flsb19-18748.pdf A. List of P&D Investments' Five Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. American Investment Loans $14,000,000 Properties, Inc. c/o Brian M. O'Connell 420 Royal Palm Way, Suite 300 Palm Beach, FL 33480 2. American Investment Lots 119 and 120 $13,519,379 Properties, Inc. Great Whale Cay, c/o Brian M. O'Connell The Bahamas 420 Royal Palm Way, Suite 300 Palm Beach, FL 33480 3. American Investment Lots 108, 109, $13,278,253 Properties, Inc. 115, Great Whale c/o Brian M. O'Connell Cay, The Bahamas 420 Royal Palm Way, Suite 300 Palm Beach, FL 33480 4. Caryl Stevens Loan $228,000 1311 NE 42 Street Fort Lauderdale, FL 33334 5. Saavedra Goodwin Legal Fees $300,000 312 SE 17th Street, Suite 2 Fort Lauderdale, FL 33316 B. List of PCD Investments's Six Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. American Investment Lots 1,2,3 and 5 $13,029,356 Properties, Inc. Great Whale Cay, c/o Brian M. O'Connell The Bahamas 420 Royal Palm Way, Suite 300 Palm Beach, FL 33480 2. Fred Colen Lots 48 and 49 $415,662 369 South Maya Great Whale Cay, Palm Drive The Bahamas Boca Raton, FL 33432 3. Fred McMurtrey Loan $114,000 3020 NE 49th Street #2 Fort Lauderdale, FL 33308 4. Larry Loschiavo Final Judgment $551,411 6238 Engram Road New Smyrna Beach, FL 32169 5. Olan Brunson Loan $171,000 1528 Applewood Way Tallahassee, FL 32312 6. Saavedra Goodwin Lot 57, Great $59,800 312 SE 17th Street, Suite 2 Whale Cay, The Fort Lauderdale, FL 33316 Bahamas C. List of Whale Cay Group's Seven Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. C. Craig Edewaard Loan $300,000 103 NW 2nd Avenue Fort Lauderdale, FL 33311 2. Caryl Stevens Loan $271,500 1311 NE 42 Street Fort Lauderdale, FL 33334 3. Lise Canora Loan $117,500 2215 Cypress Island, Dri., #102 Pompano Beach, FL 33069 4. Lise Canora Loan $28,500 2215 Cypress Island, Dri., #102 Pompano Beach, FL 33069 5. Richard Hahner Loan $285,000 2762 SE 14th Street Pompano Beach, FL 33062 6. Rocco Canora Two Loans $142,500 2326 Azalea Fields Court Fleming Island, FL 32003 7. Saavedra Goodwin Loan $300,000 312 SE 17th Street, Suite 2 Fort Lauderdale, FL 33316 PARKER DRILLING: Chapter 11 Plan Declared Effective --------------------------------------------------- The effective date, as defined in the amended joint Chapter 11 plan of reorganization of Parker Drilling Company and its debtor-affilliates, occurred on March 26, 2019. The Bankruptcy Court confirmed the Amended Joint Plan of Reorganization of Parker Drilling Company, et al., in early March. The Plan was accepted by holders of (i) 98.58% in number (99.99% in amount) of those voting in Class 4 ("2020 Notes Claims"), (ii) 95.37% in number (88.94% in amount) of those voting Class 5 ("2022 Notes Claims"), (iii) 99.63% of those voting in Class 9 ("Existing Preferred Interests") and (iv) 98.51% of those voting in Class 10 ("Existing Common Interests"). The projected amount of Class 4 ("2020 Notes Claims") claims is $231.1 million and expected recovery is 73%. The projected amount of Class 5 ("2022 Notes Claims") claims is $369.9 million and expected recovery is 69%. The projected amount of Class 6 ("General Unsecured Claims") claims is $14.5 million and expected recovery is 100%. The projected amount of Class 9 ("Existing Preferred Interests") is N/A and expected recovery is 28%. The projected amount of Class 10 ("Existing Common Interests") claims is N/A and expected recovery is 3%. About Parker Drilling Company Houston-based Parker Drilling (OTC:PKDSQ) -- http://www.parkerdrilling.com/-- provides drilling services and rental tools to the energy industry. The Company's Drilling services business serves operators in the inland waters of the U.S. Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in select U.S. and international markets and harsh environment regions utilizing Parker-owned and customer-owned equipment. The Company's Rental Tools Services business supplies premium equipment and well services to operators on land and offshore in the U.S. and international markets. Parker Drilling Company and 19 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12, 2018. Parker Drilling reported $937.2 million in assets and $695.5 million in liabilities as of Sept. 30, 2018. The Hon. Marvin Isgur is the case judge. Kirkland & Ellis LLP is serving as legal advisor to Parker in connection with the restructuring. Moelis & Company is serving as Parker's investment banker, and Alvarez & Marsal is serving as its financial advisor. Jackson Walker L.L.P. is the local and conflicts counsel. Prime Clerk LLC is the claims agent. Akin Gump Strauss Hauer & Feld LLP serves as legal advisor to the stakeholders that are parties to the RSA while Houlihan Lokey serves as financial advisor. No official committee of unsecured creditors has been appointed. PHYSICIANS IMAGING: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Physicians Imaging-Mt. Dora, LLC, according to court dockets. About Physicians Imaging-Mt. Dora Physicians Imaging-Mt. Dora, LLC owns and operates a medical diagnostic imaging center in Mount Dora, Fla. Physicians Imaging-Mt. Dora, LLC filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03091) on May 8, 2019. The petition was signed by Elias Gerth, chief executive officer and manager. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The case has been assigned to Judge Karen S. Jennemann. The Debtor is represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP. PROXIMITY INNOVATIONS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Proximity Innovations, Inc., according to court dockets. About Proximity Innovations, Inc. Based in Tarpon Springs, Fla., Proximity Innovations, Inc. filed its voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04673) on May 17, 2019. At the time of the filing, the Debtor had estimated assets of less than $100,000 and liabilities of less than $500,000. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor as counsel. PULMATRIX INC: 2019 Annual Meeting Set for Sept. 6 -------------------------------------------------- The board of directors of Pulmatrix, Inc., has established Sept. 6, 2019, as the date for the Company's 2019 Annual Meeting of Stockholders and set July 8, 2019, as the record date for the Annual Meeting. Due to the fact that the date of the Annual Meeting has been changed by more than 30 days from the anniversary date of the 2018 Annual Meeting of Stockholders, the Company is providing the due date for submission of any qualified stockholder proposal or qualified stockholder nominations. In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended, and the Company's amended and restated bylaws, the deadline for receipt of stockholder proposals or nominations for inclusion in the Company's proxy statement for the Annual Meeting pursuant to Rule 14a-8 will be no later than 5:00 p.m., Eastern Time, July 8, 2019. Stockholder proposals must comply with all of the applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 under the Exchange Act and the Company's amended and restated bylaws. About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix incurred a net loss of $20.56 million in 2018, following a net loss of $18.05 million in 2017. As of March 31, 2019, Pulmatrix had $13.99 million in total assets, $3.79 million in total liabilities, and $10.19 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company continues to have negative cash flow from its operations, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PULMATRIX INC: Discloses CEO's Terms of Employment -------------------------------------------------- Pulmatrix, Inc., filed with the Securities and Exchange Commission an amended Form 8-K to disclose additional compensatory terms of Teofilo Raad's employment agreement and to file Mr. Raad's amended and restated employment agreement. On May 16, 2019, the Board of Directors of Pulmatrix appointed Teofilo Raad to serve as chief executive officer and a Class II director of the Company. On June 28, 2019, the Company and Teofilo Raad entered into an amended and restated employment agreement, with Mr. Raad to serve as the Company's president and chief executive officer. Mr. Raad's employment with the Company is "at-will," and the Agreement does not include a specified term. As consideration for his services as chief executive officer, Mr. Raad is entitled to receive (i) an annual base salary of $450,000 and (ii) a target annual cash bonus equal to 45% of his base salary. Both Mr. Raad's salary and bonus are subject to review and adjustment by the Company's Board or an appropriate committee thereof. The actual bonus amount is based on both the Company and individual performance during the year. As soon as practicable upon execution of the Agreement, the Company agreed to grant Mr. Raad an option to purchase 136,628 shares of the Company's common stock, subject to the terms and conditions of the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan and Company's standard form of stock option agreement, which agreement will expire in ten years. If Mr. Raad's employment is terminated (i) by the Company without cause or (ii) by Mr. Raad for good reason, then the Company must pay Mr. Raad, in addition to any then-accrued and unpaid obligations owed to him, (a) 12 months of his then-current base salary, (b) a pro-rated bonus in an amount equal to the target annual performance bonus to which Mr. Raad may have been entitled for the year in which the termination occurs, (c) a separation bonus equal to 100% of the target annual performance bonus to which Mr. Raad may have been entitled for the year in which the termination occurs, and (d) up to 12 months of COBRA health insurance premiums at the Company's then-normal rate of contribution. In addition, all unvested equity awards held by Mr. Raad that would have vested during the 12 months following the termination date will immediately vest and become exercisable. If Mr. Raad's employment is terminated (i) by the Company without cause or (ii) by Mr. Raad for good reason, within 12 months following a change in control, then Mr. Raad will be entitled to receive, in addition to any then-accrued and unpaid obligations owed to him, (a) a lump sum payment equal to 18 months of his then-current base salary, (b) a pro-rated bonus in an amount equal to the target annual performance bonus to which Mr. Raad may have been entitled for the year in which the termination occurs, (c) a separation bonus equal to 100% of the target annual performance bonus to which Mr. Raad may have been entitled for the year in which the termination occurs, and (d) up to 12 months of COBRA health insurance premiums at the Company's then-normal rate of contribution. In addition, in that case, all unvested equity awards will immediately vest and become exercisable. Under Mr. Raad's employment agreement, "good reason" is defined as (i) relocation of Mr. Raad's principal business location to a location more than 50 miles from his then-current business location; (ii) a material diminution in Mr. Raad's duties, authority, responsibilities, or reporting lines in a manner whereby Mr. Raad no longer reports to the Board; or (iii) a material reduction in Mr. Raad's base salary; provided that (A) Mr. Raad provides the Company with written notice that he intends to terminate his employment for good reason within 30 days of such circumstance occurring, (B) if such circumstance is capable of being cured, the Company has failed to cure such circumstance within a period of 30 days from the date of such written notice, and (C) Mr. Raad terminates his employment within 65 days from the date that good reason first occurs. A full-text copy of the Amended and Restated Employment Agreement is available for free at https://is.gd/OpWebI About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix incurred a net loss of $20.56 million in 2018, following a net loss of $18.05 million in 2017. As of March 31, 2019, Pulmatrix had $13.99 million in total assets, $3.79 million in total liabilities, and $10.19 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company continues to have negative cash flow from its operations, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. REGENTS HOLDINGS: Seeks to Hire Bradley Arant as Special Counsel ---------------------------------------------------------------- Regents Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Bradley Arant Boult Cummings, LLP as special counsel. The firm will provide legal services to the Debtor in connection with a lawsuit (Cause No. 25:CH1,18-cv-319-G-S/2.) filed by Rick Morgan and several others in the Chancery Court of the First Judicial District (Jackson) of Hinds County, Miss. These services include assisting the Debtor with the removal and transfer of the case to the U.S. District Court for the Southern District of Mississippi. Bradley's hourly rates are: Slates Veazey Partner $385 Clarence Webster Counsel $400 Andrew J. Shaver Associate $315 Stevie Rushing Associate $285 Jeannette Altobelli Paralegal $265 Slates Veazey, Esq., a partner at Bradley, disclosed in court filings that the firm does not hold an interest adverse to the Debtor or its estate with respect to the lawsuit. The firm can be reached through: Slates C. Veazey, Esq. Bradley Arant Boult Cummings LLP One Jackson Place 188E Capitol Street, Suite 100 Jackson, MS 39201 Phone: 601-592-9925 Fax: 601-592-1425 Email: sveazey@bradley.com About Regents Holdings Regents Holdings Inc. is a subsidiary of 1218, Inc., a staffing agency with headquarters in Dallas. Regents Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 19-31313) on April 12, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Stacey G. Jernigan. Curtis | Castillo PC is the Debtor's counsel. REGENTS HOLDINGS: Taps Weaver and Tidwell as Valuation Expert ------------------------------------------------------------- Regents Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire a valuation expert. In an application filed in court, the Debtor proposes to employ Weaver and Tidwell, L.L.P. to give advice concerning the valuation of its assets, including the fair-market value of Regents Consulting; provide market trend analysis of Regents Consulting and other assets; prepare valuation reports and analysis; and assist the Debtor with its restructuring efforts. Weaver's hourly rates are: Partners and Managing Directors $470 Senior Managers and Directors $360 Managers $255 Staff $150 to $220 Paraprofessional $130 Jeffrey Matthews, the national partner in charge of forensics and litigation services for Weaver, disclosed in court filings that his firm does not hold an interest adverse to the Debtor's estate and is disinterested pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey G. Matthews Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 Dallas, TX 75201 Phone: 972-490-1970 Fax: 972-702-8321 About Regents Holdings Regents Holdings Inc. is a subsidiary of 1218, Inc., a staffing agency with headquarters in Dallas. Regents Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 19-31313) on April 12, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Stacey G. Jernigan. Curtis | Castillo PC is the Debtor's counsel. SEARS HOLDINGS: U.S. Trustee Ordered to Appoint Retirees Committee ------------------------------------------------------------------ Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York ordered the U.S. Trustee for Region 2 to appoint a committee to represent retired workers in the Chapter 11 cases of Sears, Roebuck and Co. and its affiliates. The bankruptcy judge also ordered that the committee to be appointed should have a budget not to exceed $250,000. The committee, however, "may seek increases for cause" upon application to the court, according to the order. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. Weil, Gotshal & Manges LLP is serving as legal counsel and M-III Partners is serving as restructuring advisor. Aebersold, managing director, and Levi Quaintance, vice president of Lazard Freres & Co. LLC, serve as investment banker to Holdings. DLA Piper LLP is the real estate advisor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on an official committee of unsecured creditors. Akin Gump Strauss Hauer & Feld LLP is counsel to the creditors' committee. FTI Consulting is financial advisor to the creditors' committee. Houlihan Lokey Capital, Inc., is providing investment banking services to the committee. SOCOCO INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Two affiliates that have filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Sococo, Inc. 19-12512 75 Arlington St Ste 500 Boston, MA 02116 VisibleGains, Inc. 19-12515 75 Arlington St Ste 500 Boston, MA 02116 Business Description: Sococo Inc. -- https://www.sococo.com/ -- provides an online virtual office software solution that allows teams to work together in a single place by bringing together people from different locations enabling real-time collaboration. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Theodor Albert Debtors' Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd, Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Email: rb@lnbyb.com - and - Krikor J. Meshefejian, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd, Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Fax: 310-229-1244 Email: kjm@lnbrb.com - and - Lindsey L. Smith, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Fax: 310-229-1244 Email: lls@lnbyb.com Sococo, Inc.'s Estimated Assets: $1 million to $10 million Sococo, Inc.'s Estimated Liabilities: $1 million to $10 million VisibleGains' Estimated Assets: $1 million to $10 million VisibleGains' Estimated Liabilities: $1 million to $10 million The petitions were signed by Marc Kirshbaum, chief executive officer, chairman of the Board of Directors. A full-text copy of Sococo, Inc.'s petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-12512.pdf A full-text copy of VisibleGains' petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-12515.pdf STAR WEST: Moody's Assigns B2 Ratings to $114.5MM Secured Loans --------------------------------------------------------------- Moody's Investors Service, assigned a B2 rating to Star West Generation LLC's new senior secured credit facilities, which consists of an approximately $64.5 million term loan B due in September 2020 and a $50 million revolving credit facility also due in September 2020. The outlook is stable. These new credit facilities replace the previous facilities, also rated B2, which are made up of a $450 million term loan B due in March 2020 (approximately $97.5 million outstanding at 3/31/19) and a $100 million revolving credit facility due in March 2020. The transaction, which extended and reduced the size of the credit facilities, was effectuated through an amendment with Star West's lenders, executed on Friday, June 21. Accordingly, simultaneous with this rating assignment, Moody's will withdraw the B2 rating on the existing facilities. Star West owns the 570 MW Griffith natural gas-fired, combined cycle power generation plant in Arizona. Star West is a wholly-owned subsidiary of private equity funds managed by Oaktree Capital. Assignments: Issuer: Star West Generation LLC Senior Secured Working Capital Facility due 2020, Assigned B2 Senior Secured Term Loan B due 2020, Assigned B2 Outlook Actions: Issuer: Star West Generation LLC Outlook, Remains Stable Withdrawals: Issuer: Star West Generation LLC Senior Secured Bank Credit Facility, Withdrawn, previously rated B2 RATINGS RATIONALE The B2 rating assignment for the new senior secured term loan and the revolving credit facility reflects the fact that the amendment, while credit positive because it further reduces leverage by $33 million and pushes out the maturity date by six months, does not alter Star West's fundamental credit profile, owing to its continued exposure to the merchant energy market during most of the remaining term of the financing. Specifically, the standalone Griffith plant continues to be exposed to merchant cash flows for the rest of 2019 and the first half of 2020, until such time as a new tolling agreement commences in June 2020. As previously reported, Griffith executed a new tolling agreement effective June 2020 with an investment grade, investor-owned utility for its entire 570MWs covering the summer period from June to September each year until 2026. The contract has a capacity payment as well as an adder for variable operating and maintenance costs and start-up charges. While the existence of this contractual arrangement provides substantial value creation and greatly lowers refinancing risk for Star West and the Griffith plant, during the next twelve months, Griffith will operate as a pure merchant generator in the Desert Southwest market, with Star West relying exclusively on Griffith for energy margins that are generated typically during the summer months. If Griffith were to experience a major outage, particularly during the critical summer months when it generates most of its revenues, the Project's cash flows could be stressed, although the deleveraging will help to mitigate the impact. Moody's notes that Griffith has historically had good operational performance. For example, for all of 2018, the availability factor was over 87%, and it was 100% in the critical summer months. For the first five months of 2019, availability was also at 87%. In addition to the 6-month extension and debt reduction in the term loan B, Star West also reduced the revolving credit size from $100 million to $50 million for working capital and the issuance of letters of credit owing to the issuer's lower working capital needs. Similar to the tenor for the secured term loan, the revolver was also extended to September 30, 2020, from March 13, 2020. Outlook The stable outlook reflects the extension of the maturity date and the deleveraging, which will aid refinancing prospects. The stable outlook also acknowledges the existence of a tolling contract with an investment grade utility starting in 2020, which will provide greater cash flow stability and predictability at that time. What could change the rating up Because the new toll commences in June 2020, and the Project can only earn energy margins as a merchant plant until then, there is limited potential for upward rating pressure in the short run. That said, upward rating pressure could emerge if merchant power prices were to improve enabling the Project to produce significantly higher cash flows. What could change the rating down There could be downward pressure on the rating or outlook if the Griffith plant sustains weaker operational performance leading to the debt service coverage ratio falling below 1.3x and CFO/Debt metrics drops below 5.0%. Star West Generation LLC owns the 570 MW Griffith natural gas-fired, combined cycle power generation plant in Arizona. Star West is in turn a wholly-owned subsidiary of private equity funds managed by Oaktree Capital. THRESHOLD OF A DREAM: Seeks to Hire Magee Goldstein as Counsel -------------------------------------------------------------- Threshold of a Dream, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to hire Magee Goldstein Lasky & Sayers, 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 management and operation of its business and properties; b. advise the Debtor on the conduct of its bankruptcy case, including all of the legal and administrative requirements of operating in Chapter 11; c. negotiate with representatives of the Debtor's creditors and other parties in interest; d. take all necessary action to protect and preserve the bankruptcy estate, including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor's interests in negotiations concerning all litigation in which it is involved; e. prepare pleadings and appear before the bankruptcy court; f. represent the Debtor in connection with obtaining post-petition financing, if necessary; g. advise the Debtor in connection with any potential sale of its assets; h. negotiate, prepare and seek approval of the Debtor's bankruptcy plan; and i. provide other legal services, including an analysis of the Debtor's leases and executory contracts, an analysis of the validity of liens against the Debtor, and legal advice on corporate and litigation matters. Magee Goldstein will be paid at these hourly rates: Andrew S. Goldstein $375 Garren R. Laymon $275 M. Coleman Adams $200 Paralegals/Paraprofessionals $115 Magee Goldstein will be paid a retainer in the amount of $25,000 and will receive reimbursement for work-related expenses incurred. Andrew Goldstein, Esq., a partner at Magee Goldstein, 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. Magee Goldstein can be reached at: Andrew S. Goldstein, Esq. Magee Goldstein Lasky & Sayers, P.C. P.O. Box 404 Roanoke, VA 24003-0404 Tel: (540) 343-9800 Email: agoldstein@mglspc.com About Threshold of a Dream, LLC Based in Bedford, Va., Threshold of a Dream, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-61281) on June 14, 2019. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. The Debtor is represented by Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C. TMS CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Two affiliates that simulteanously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- TMS Contractors, LLC 19-33555 1030 N. Pine Texas City, TX 77591 TMSC Properties, LLC 19-33556 2951 Marina Bay Dr. Suite 130-200 League City, TX 77573 Business Description: TMS Contractors, LLC -- https://www.tmsbuilds.com -- is a general contractor specializing in residential, commercial, and industrial buildings. TMS can supply pre-engineered, conventional or a hybrid steel solutions for all building needs from complete design, engineered and fabricated building systems to conventional steel for building structure. TMSC Properties primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R. Jones Debtors' Counsel: Donald L. Wyatt, Esq. ATTORNEY DONALD WYATT, PC 26418 Oakridge Dr The Woodlands, TX 77380 Tel: 281-419-8733 Fax: 281-419-8703 E-mail: don.wyatt@wyattpc.com TMS Contractors' Total Assets: $6,031,517 TMS Contractors' Total Liabilities: $2,958,214 TMSC Properties' Total Assets: $5,559,541 TMSC Properties' Total Liabilities: $1,783,866 The petitions were signed by Stefan Knieling, president and manager. A full-text copy of TMS Contractors' petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-33555.pdf A full-text copy of TMSC Properties' petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-33556.pdf ULTIMATE BRANDS: Case Summary & 19 Unsecured Creditors ------------------------------------------------------ Debtor: Ultimate Brands Inc. 30821 Seminole Pl Laguna Niguel, CA 92677 Business Description: Ultimate Brands Inc. is a franchisor of 18|8 Fine Men's Salons, Griff's Ace Grooming & Shave Bars, and True Solutions for Thinning Hair. Chapter 11 Petition Date: June 28, 2019 Court: United States Bankruptcy Court Central District of California (Santa Ana) Case No.: 19-12516 Judge: Hon. Theodor Albert Debtor's Counsel: Julie J. Villalobos, Esq. OAKTREE LAW 10900 183rd St Ste 270 Cerritos, CA 90703 Tel: 562-741-3938 Fax: 888-408-2210 E-mail: julie@oaktreelaw.com Total Assets: $3,003,000 Total Liabilities: $6,339,840 The petition was signed by Scott Griffiths, CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-12516.pdf VIRGIN ISLANDS PORT AUTHORITY: S&P Suspends 'B+' Rev. Bond Rating ----------------------------------------------------------------- S&P Global Ratings has suspended its 'B+' underlying rating (SPUR) on the Virgin Islands Port Authority's (VIPA) marine revenue bonds. The authority is recovering from hurricanes Irma and Maria in September 2017, which has adversely affected the local tourist-dependent economy. It has been delayed in publishing its September 2017 audit. This suspension follows delays in receiving audited financial information. S&P Global Ratings lacks timely information of satisfactory quality to maintain the rating on the securities in accordance with its applicable criteria and policies. S&P said, "We understand that VIPA is finalizing the fiscal 2017 audit and is actively working to complete its 2018 audit. If the audit is completed and we receive information that we consider adequate, we will conduct a review and reinstate the rating within 120 days. However, failure to receive the requested information will likely result in our withdrawal of the affected rating." VISCONTI TRANSPORT: Taps Independent Truckers as Accountant ----------------------------------------------------------- Visconti Transport, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Independent Truckers Accounting Service, Inc. as its accountant. The firm will represent the Debtor in financial matters associated with its Chapter 11 case. The services to be provided by the firm include the preparation of monthly reports and bookkeeping services. Independent Truckers and its employees neither hold nor represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. About Visconti Transport Visconti Transport, LLC is a privately held company in the general freight trucking industry. It offers dry, refrigerated, and temperature-controlled transportation services. Visconti Transport sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-23782) on May 24, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Kevin R. Anderson. The Debtor is represented by Diaz & Larsen. WD-I ASSOCIATES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on June 25 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of WD-I Associates, LLC. About WD-I Associates, LLC WD-I Associates, LLC is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). The company is the fee simple owner of land and improvements known as Sea Turtle Marketplace, which has an appraised value of $20.5 million. The property is located at 430 William Hilton Parkway, Hilton Head Island, S.C. WD-I Associates sought protection for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 19-02517) on May 7, 2019. In the petition signed by Jon Wheeler, manager of WD-I Management, LLC, the Debtor disclosed $22,809,092 in assets and $33,582,202 in total liabilities. Judge John E. Waites presides over the case. Kevin Campbell, Esq. at Campbell Law Firm, P.A. is the Debtor's counsel. ZELEZARA SMEDERVO: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Debtor: Zelezara Smedervo D.O.O. Izletnicka Street No. 6 Smederevo Serbia Business Description: Zelezara Smedervo D.O.O. is a steel producer based in Serbia. The company also provides tin-coated steel products for the production of cans for food products, paints, chemicals, pharmaceuticals, and cosmetics. Chapter 15 Petition Date: June 27, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Chapter 15 Case No.: 19-12129 Judge: Hon. Stuart M. Bernstein Foreign Representative: Zeljko Mijuskovic Serbian Bankruptcy Supervision Agency 23 Terazije Street Belgrade 11000 Serbia Foreign Proceeding: In re Zelezara Smedervo D.O.O., Commercial Court, Pozarevac, Ref No. 2 St. 18 Foreign Representative's Counsel: Matthew Draper, Esq. DRAPER & DRAPER LLC 200 Park Avenue, Suite 1700 New York, NY 10166 Tel: (347) 442-7788 E-mail: matthew.draper@draperllc.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb19-12129.pdf ZENITH ENERGY: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded the ratings of Zenith Energy US Logistics Holdings, LLC., including the Corporate Family Rating to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD and the rating on the company's first lien senior secured bank credit facilities to B3 from B2. The outlook is stable. "The downgrade of Zenith Energy's ratings reflects the company's ongoing high leverage and modest scale," stated James Wilkins, Moody's Vice President. The following summarizes the ratings activity: Downgrades: Issuer: Zenith Energy US Logistics Holdings, LLC Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured First Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Zenith Energy US Logistics Holdings, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE The downgrade to Zenith Energy's CFR to B3 reflects its high leverage and Moody's expectation that leverage will remain high in 2019, even as the company grows its earnings. It has been successful in identifying growth projects that are partially funded with capital contributions from its financial sponsors and growing EBITDA at the Portland terminal and other facilities, but lower revenues from the Joliet terminal, in particular, have resulted in lower than originally forecasted EBITDA generation. The company has benefited from support from its sponsors, which funded a $100 million capital contribution that was applied towards debt reduction (thereby limiting the impact on leverage of lower EBITDA generation) and contributed funding in 2019 for growth projects. Additionally, asset sales proceeds have funded growth capital expenditures. Moody's expects the company's leverage to be above 7x at year-end 2019, but on a run-rate basis could drop below 6x. Zenith Energy has modest scale and risks associated with executing its growth plans. Even after putting into service projects completed in 2019, Moody's expects the company's scale, as measured by its EBITDA, will be more typical of Caa-rated midstream peers. It has meaningful customer concentration, but has over 80 customers and has had long-term relationships with many of them. The company has stable cash flows from a network of established crude oil and refined products terminal assets with a large proportion of fee-based revenues under take-or-pay contracts and modest geographic diversity with operations in 12 states. The company enjoys niche positions in markets that can have limited competition and significant barriers to entry. Moody's expects future earnings growth will be derived from further development of existing assets as well as potential acquisition opportunities that are financed with a balance of debt and equity. The senior secured term loan, delayed draw senior secured term loan and senior secured revolving credit facility are all rated B3, the same level as the B3 CFR. The lack of notching of the ratings on the debt above or below the CFR reflects the fact that the debt under the proposed facility comprises all of the company's third party debt and the large majority of its liabilities. Zenith has adequate liquidity supported by stable cash flow from operations and an undrawn $50 million revolving credit facility due 2022. Moody's expects the company to repay debt with excess cash flow after funding growth capital expenditures (the credit facility terms require that 75% of excess cash flow be applied to debt reduction while leverage is greater than 5x, with step downs to smaller percentages at lower leverage levels) and to keep minimal cash balances. The credit facilities have one financial covenant -- a minimum debt service coverage ratio of 1.1x, which Moody's expects the company to comply with through mid-2020. The stable outlook reflects Moody's expectation that the company will enjoy modest growth from its existing base of business. The ratings could be upgraded if Zenith Energy continues to execute on its growth plans and leverage remains less than 5x on a sustained basis. The ratings could be downgraded if leverage exceeds 6.5x or if interest coverage falls below 1.1x on a sustained basis. The principal methodology used in these ratings was Midstream Energy published in December 2018. Zenith Energy US Logistics Holdings, LLC, headquartered in Houston, Texas, is a midstream energy company with 21 storage terminals in 12 states, mostly in the midwest and northeast regions. [^] BOND PRICING: For the Week from June 24 to 28, 2019 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 16.003 10/1/2022 Acosta Inc ACOSTA 7.750 15.881 10/1/2022 Aegerion Pharmaceuticals Inc AEGR 2.000 70.000 8/15/2019 Approach Resources Inc AREX 7.000 25.004 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 Bon-Ton Department Stores Inc/The BONT 8.000 10.500 6/15/2021 Bristow Group Inc BRS 6.250 21.163 10/15/2022 Bristow Group Inc BRS 4.500 22.000 6/1/2023 California Baptist Foundation CALBAP 7.100 18.000 1/2/2014 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Cenveo Corp CVO 8.500 1.346 9/15/2022 Chukchansi Economic Development Authority CHUKCH 9.750 59.005 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 56.990 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 13.250 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 1.237 3/15/2024 DBP Holding Corp DBPHLD 7.750 2.240 10/15/2020 DBP Holding Corp DBPHLD 7.750 2.240 10/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Ditech Holding Corp DHCP 9.000 0.010 12/31/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 6.677 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 12.139 5/1/2020 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 23.090 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 21.923 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 6.900 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 24.267 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 5.124 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 24.509 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.750 5.124 9/1/2022 EXCO Resources Inc XCOO 7.500 13.625 9/15/2018 EXCO Resources Inc XCOO 8.500 16.875 4/15/2022 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 38.125 10/15/2019 Federal Home Loan Banks FHLB 2.000 97.700 11/10/2026 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.422 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 75.471 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Goodman Networks Inc GOODNT 8.000 48.490 5/11/2022 Hexion Inc HXN 10.000 80.750 4/15/2020 Hexion Inc HXN 7.875 20.750 2/15/2023 Hexion Inc HXN 9.200 20.500 3/15/2021 Hexion Inc HXN 13.750 18.500 2/1/2022 Hexion Inc HXN 13.750 20.500 2/1/2022 Hexion Inc HXN 6.625 78.612 4/15/2020 Hexion Inc HXN 6.625 78.612 4/15/2020 Hexion Inc HXN 6.625 78.250 4/15/2020 High Ridge Brands Co HIRIDG 8.875 9.593 3/15/2025 High Ridge Brands Co HIRIDG 8.875 9.640 3/15/2025 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Hornbeck Offshore Services Inc HOS 5.000 51.565 3/1/2021 Hornbeck Offshore Services Inc HOS 5.875 60.801 4/1/2020 Hornbeck Offshore Services Inc HOS 1.500 91.750 9/1/2019 Iconix Brand Group Inc ICON 5.750 25.125 8/15/2023 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 3.690 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 6.000 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 3.500 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MF Global Holdings Ltd MF 9.000 14.625 6/20/2038 MF Global Holdings Ltd MF 6.750 14.644 8/8/2016 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 16.250 7/1/2026 Murray Energy Corp MURREN 11.250 43.303 4/15/2021 Murray Energy Corp MURREN 9.500 32.125 12/5/2020 Murray Energy Corp MURREN 11.250 43.381 4/15/2021 Murray Energy Corp MURREN 9.500 32.125 12/5/2020 Neiman Marcus Group Ltd LLC NMG 8.000 70.000 10/15/2021 Neiman Marcus Group Ltd LLC NMG 8.000 52.515 10/15/2021 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 3.806 5/15/2019 Oldapco Inc APPPAP 9.000 4.000 6/1/2020 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pioneer Energy Services Corp PES 6.125 45.547 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 6.075 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 22.089 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 11.034 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 66.000 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 13.900 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 23.289 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 72.250 6/15/2020 Sanchez Energy Corp SNEC 7.750 5.204 6/15/2021 Sanchez Energy Corp SNEC 6.125 4.171 1/15/2023 SandRidge Energy Inc SD 7.500 0.534 2/15/2023 Sears Roebuck Acceptance Corp SHLD 7.500 2.868 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.750 3.232 1/15/2028 Sears Roebuck Acceptance Corp SHLD 7.000 2.933 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.500 3.019 12/1/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Shopko Stores Inc SKO 9.250 0.950 3/15/2022 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Transworld Systems Inc TSIACQ 9.500 25.900 8/15/2021 Transworld Systems Inc TSIACQ 9.500 25.900 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 7.125 10.000 4/15/2025 Ultra Resources Inc UPL 6.875 11.000 4/15/2022 Ultra Resources Inc UPL 6.875 10.876 4/15/2022 Ultra Resources Inc UPL 7.125 13.000 4/15/2025 Vanguard Natural Resources Inc VNR 9.000 0.000 2/15/2024 Vanguard Natural Resources Inc VNR 9.000 6.000 2/15/2024 W/S Packaging Holdings Inc WSPKHD 9.000 108.568 4/15/2023 W/S Packaging Holdings Inc WSPKHD 9.000 108.525 4/15/2023 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.500 29.500 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 28.563 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 6.375 31.500 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 28.975 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 8.750 31.250 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 28.761 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 29.039 10/1/2021 rue21 inc RUE 9.000 1.407 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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 ***