/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190716.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 16, 2019, Vol. 23, No. 196 Headlines 1234 PACIFIC: Lender Files Chapter 11 Plan of Liquidation 5171 CAMPBELLS: DOJ Watchdog Seeks Ch. 11 Trustee Appointment ACE AMERICAN: Bid to Reconsider Mayfield Suit Transfer Order Denied AEGIS TOXICOLOGY: S&P Cuts ICR to 'B-'; Outlook Stable ALVIN SMOKED: New Plan Adds TWC as Priority Tax Claimant AMERICAN PARKING: Unsecureds to Get 5% in 60 Monthly Installments ANTHEM INC: Settlement in O'Dowd ERISA Suit Has Final Approval APPLE STREET: Aug. 8 Plan Confirmation Hearing BAKKEN INCOME: Subordinated Creditors to Get $90K in Amended Plan BEYDA ADULT: Unsecureds to Get $84K in Quarterly Payments Over 5Yrs BLUE WATER: Sept. 17 Hearing on Disclosure Statement CABLE & WIRELESS: Fitch Affirms BB- IDR, Outlook Stable CASTILLO I PARTNERSHIP: Aug 21 Hearing on Disclosure Statement CENTURY III MALL: Aug 9 Hearing on Disclosure Statement COTY INC: S&P Cuts Issuer Credit Rating to 'B+'; Outlook Stable DAK CONSTRUCTION: Sept. 10 Plan Confirmation Hearing DPW HOLDINGS: Board Recommends Approval of Two Proposals EL CANO DEVELOPMENT: Ponsa Flores Objects to Disclosure Statement FARROW GROUP: IRS Objects to Disclosure Statement FERMARALIZ CORP: Banco Santander Objects to Disclosure Statement FLEETCOR TECHNOLOGIES: S&P Alters Outlook to Pos., Affirms BB+ ICR FOREST INSTITUTE: Aug. 14 Plan Confirmation Hearing FUELD FILMS: Sept. 3 Plan Confirmation Hearing FUSION CONNECT: Proskauer Rose Represents Second Lien Lenders GATEWAY RADIOLOGY: Hires Joel M. Aresty as Legal Counsel GOLDEN-GLO CARPET: Treatment of Secured Tax Claims Modified in Plan GREEN FIELDS: Case Summary & 20 Largest Unsecured Creditors HARVEST PLASMA: U.S. Trustee Forms 3-Member Committee HD SUPPLY: Moody's Raises CFR to Ba1, Outlook Stable HEART CARE: Unsecureds to Get $3,750 Monthly Payment Over 5 Years HMSW CPA: Files Chapter 11 Plan of Liquidation ICON CONSTRUCTION: To Pay Unsecureds $2,500 Monthly Over 60 Months INPIXON: Iliad Research Swaps Remaining $215K Note for Equity INPIXON: Will Acquire Indoor Mapping Company Jibestream JOERNS WOUNDCO: Landis, Proskauer Represent PineBrige Lenders JONES LEASE: Walcott Trust Objects to Disclosure Statement KK SUB II: Seeks to Hire Hoover Slovacek as Legal Counsel LB STEEL: Aug 6 Hearing on Disclosure Statement LK BENNETT: Seeks to Hire John J. Arlotta as Tax Advisor LK BENNETT: Taps David L. Moss as Special Real Estate Counsel LUMEE LLC: U.S. Trustee Forms 3-Member Committee LYNWOOD HOLDINGS: Aug. 7 Plan Outline Hearing Set MAIREC PRECIOUS: Allen Hickman Resigns as Committee Member MASONITE INTERNATIONAL: S&P Rates US$500MM Sr. Unsecured Notes 'BB+ MCGRAW-HILL GLOBAL: S&P Withdraws Prelim B+ Rating on 1st-Lien Debt MINESEN COMPANY: Taps Choi & Ito as Legal Counsel MORNINGSIDE MINISTRIES: Fitch Affirms BB+ on $46.6MM Revenue Bonds OLIN CORP: S&P Affirms 'BB+' Issuer Credit Rating; Outlook Stable PERFORMANCE FOOD: Moody's Affirms Ba2 CFR & Alters Outlook to Neg. PG&E CORPORATION: Willkie, Diemer Updates Claim Holders PHI INC: Disclosure Statement OK'd, July 30 Confirmation Hearing PHOEBEN INC: Unsecureds to Get 1.5%-12.8% Under Amended Plan PROGRESSIVE SOLUTIONS: U.S. Trustee Objects to Disclosure Statement QEP RESOURCES: Fitch Withdraws BB- IDR for Commercial Reasons QUORUM HEALTH: OHA Strategic Entities Have 5% Stake as of July 2 RESTLAND MEMORIAL: Aug. 29 Plan Confirmation Hearing RESURRECTION LIFE: Aug. 1 Hearing on Secured Creditors' Plan RWP HOMES: Seeks to Hire Baker & Associates as Counsel SEARS HOLDINGS: Disclosures OK'd; Plan Hearing Set for Aug. 16 SHALE SUPPORT: Privately Held Proppant Supplier Enters Chapter 11 SHALE SUPPORT: To Complete Chapter 11 Reorganization in 100 Days SHEPPARD AND SON: Asset Liquidation Proceeds to Fund Plan Payments STACEY WHITE: Can Compel Arbitration in Johnson FLSA Suit STEARNS HOLDINGS: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy SUNCREST STONE: Examiner Hires Boyer Terry as Counsel SUNCREST STONE: Examiner Hires McNair as Financial Advisor SUNESIS PHARMACEUTICALS: Files Series F Certificate of Designation SUNESIS PHARMACEUTICALS: Inks Underwriting Agreements TCR SPORTS: Settlement in Gonzalez TCPA Suit Has Final Approval TECHNICAL COMMUNICATIONS: Auditor Tenders Resignation TELEFLEX INC: S&P Affirms 'BB+' ICR, Debt Ratings TG LIQUIDATING: Aug. 21 Plan, Disclosures Hearing Set TPC GROUP: Fitch Affirms B- Issuer Default Rating, Outlook Stable ULTRA PETROLEUM: Terminates 7.125% Senior Notes Exchange Offer VANGUARD NATURAL: Court Confirms Amended Reorganization Plan VTR FINANCE: Fitch Affirms BB- LongTerm IDRs, Outlook Stable WEATHERLY OIL: Discloses Settlement of RRC P&A Liabilities WEYERBACHER BREWING: Committee Hires Loeb & Loeb as Co-Counsel WHITETAIL AUTO: Hires Rumberger Kirk as Special Counsel WINDSOR MARKETING: Adds Gross Sales Info in 4th Amended Plan WINFIELD APARTMENT: Hires Robert V. Ginn as Counsel WYANDANCH UNION: Moody's Cuts Rating on $875K GO Debt to Ba1 [^] Large Companies with Insolvent Balance Sheet ********* 1234 PACIFIC: Lender Files Chapter 11 Plan of Liquidation --------------------------------------------------------- Secured lender 1234 Pacific Street Lender LLC has filed a Chapter 11 Plan of Liquidation for 1234 Pacific Management LLC. The Plan provides for the reorganization of the Debtor by liquidating the Debtor's sole asset, which is the real property and improvements thereon, commonly known as and located at 1232-1234 Pacific Street, Brooklyn, New York 11218 (Block 1206, Lot 28), in order to generate proceeds to pay 100% of all Allowed Claims of the Debtor's estate in full with Post-Petition Interest, except claims of creditors held by insiders of the Debtor and/or equity. The Secured Creditor will serve as the stalking horse bidder under the Secured Creditor's Plan. The Secured Creditor has communicated with, and intends to engage Richard Maltz of Maltz Auctions, to market and sell the Property in order to obtain its highest and best price. Class 4 General Unsecured Claims are unimpaired. The Plan with respect to Disputed Claims, in full satisfaction, release and discharge of all Allowed Unsecured, on the Effective Date, each holder of an Allowed Unsecured Claim shall receive cash in the full amount of its Allowed Unsecured Claim from the Sale Proceeds with interest at 4%. It is estimated that on the Effective Date, the Unsecured Creditors’ Claims shall total no more than $91,282,06 with interest. The Plan will be funded by monies made available from the Sale of the Property; however, plan proponent shall advance certain monies to the Disbursing Agent, which shall be deemed to be allowed administrative expenses, which are required to effectuate the sale of the Property. A full-text copy of the Disclosure Statement dated July 8, 2019, is available at https://tinyurl.com/y42af7sn from PacerMonitor.com at no charge. Attorneys for 1234 Pacific Street Lender LLC: Jerold C. Feuerstein, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, NY 10017 Tel: (212) 661-2900 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. 5171 CAMPBELLS: DOJ Watchdog Seeks Ch. 11 Trustee Appointment ------------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee, asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to appoint a Chapter 11 trustee for 5171 Campbells Land Co. According to Mr. Vara, a Chapter 11 trustee should be appointed in this case to take control of the financial affairs of the Debtor and to determine whether the Debtor’s principal engaged in any scheme to hinder, delay, or defraud the creditors of the Debtor, and determine whether this case has a viable path to a reorganization or should be converted to a chapter 7 liquidation. Further, Mr. Vara noted that the Debtor has accumulated almost $7 million of known general unsecured debts and a chapter 11 trustee should be immediately appointed to investigate and seek to recover, where possible, the money of the estate for the benefit of those creditors. Likewise, Mr. Vara emphasized that a Chapter 11 trustee should be appointed to take control of the financial affairs of the debtor to ensure the proper payment of all taxes and other financial obligations. About 5171 Campbells Based in Rankin, Pennsylvania, 5171 Campbells Land Co., Inc. is a privately held company that operates in the restaurant industry. 5171 Campbells filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.: 19-22715) on July 8, 2019, and is represented by Robert O. Lampl, Esq., in Pittsburgh, Pennsylvania. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by William T. Kane, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/pawb19-22715.pdf ACE AMERICAN: Bid to Reconsider Mayfield Suit Transfer Order Denied ------------------------------------------------------------------- In the case, MICHAEL MAYFIELD, on behalf of himself and all others similarly situated, Plaintiff, v. ACE AMERICAN INSURANCE COMPANY, Defendant, Case No. C18-1695 RSM (W.D. Wash.), Judge Ricardo S. Martinez of the U.S. District Court for the Western District of Washington, Seattle, denied the Plaintiff Mayfield's Motion for Reconsideration. Mr. Mayfield moves the Court to reconsider transferring his lawsuit to the Northern District of Georgia in light of evidence that Defendant ACE disclosed only after Mayfield filed his brief; namely, its belated responses to discovery confirm no relevant activity or witnesses in Georgia, disclose no class member whereabouts, and show activity in yet more locations across the Country. The Plaintiff does not ask the Court to revisit the reasoning behind its prior order. Mr. Mayfield asserts that new facts show witnesses who handled his claim are in Delaware, Virginia, Pennsylvania, and Illinois, not Georgia. He argues that ACE has refused to disclose any information about the identity and location of class members. He points to records previously before the Court to highlight how little connection there is between his claim and the State of Georgia. He also revisits several arguments that were previously before the Court. The Court based its prior decision to transfer the case on several factors. First, the Court ruled that the deference to the Plaintiff's choice of forum is "clearly reduced" because the case is a putative class action. Second, it ruled that the factual connection to the forum is minimal, as the apparent remaining issues for the case have more to do with the insurer and less to do with Plaintiff and the circumstances of his late wife's death. Third, the Court found that the case has a significant technical connection to Georgia, given that the Plan at issue was negotiated and executed there. Fourth, it found that, to the extent Georgia law may apply to this case, that district is obviously more familiar with that body of law. Fifth, and most importantly, the Court found that locating the action in the Northern District of Georgia will reduce the costs of litigation for such parties, class members, witnesses, and counsel travelling from within Georgia or other states located on the East Coast. This final conclusion was based on the record before the Court at the time, which indicated that those groups of people were mainly located in or near Georgia. Judge Martinez has reviewed the arguments and evidence presented by Mr. Mayfield in the Motion. He finds that some of these arguments were previously made and some rely on evidence that could have been presented earlier with reasonable diligence. Even if he were to find that the location of witnesses and the lack of information about class members could not have been brought to the Court's attention earlier with reasonable diligence, such new facts only affect the fifth factor. These facts do not indicate that Washington would be a more convenient venue than Georgia, and do not outweigh the other factors discussed by the Court. Based on the foregoing, the Judge finds that it would reach the same conclusion as in its prior Order and that such conclusion has not been shown to be manifest error. Accordingly, he denied the Plaintiff's Motion for Reconsideration. A full-text copy of the Court's May 24, 2019 Order is available at https://is.gd/PwqguY from Leagle.com. Ace American Insurance Company, Defendant, represented by Emily C. Hootkins -- Emily.hootkins@alston.com -- ALSTON & BIRD LLP, pro hac vice, H. Douglas Hinson -- doug.hinson@alston.com -- ALSTON & BIRD LLP, pro hac vice & Tiffany L. Powers -- tiffany.powers@alston.com -- ALSTON & BIRD LLP, pro hac vice AEGIS TOXICOLOGY: S&P Cuts ICR to 'B-'; Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on U.S.-based toxicology laboratory services provider Aegis Toxicology Sciences Corp. to 'B-' from 'B' and lowered its senior secured issue-level rating to 'B-' from 'B'. S&P removed the ratings from CreditWatch, where it placed them with negative implications on June 3, 2019. Aegis had a significant problem with its billing and collections function, resulting in a filing delay and ultimately a large accounts receivable write-off. The problem related to difficulties navigating increasing complexity in the billing and collection process. This resulted in problems with denials, untimely claims, and process and procedure failures. The company's systems were inadequate for the tasks. S&P said, "The stable outlook reflects our expectations for mid-single–digit percentage organic revenue growth, supplemented by the 2018 Ameritox acquisition, and flat to modest margin improvement, leading to marginally positive free cash flow in 2019 and 2020. We also anticipate that the engagement of a third-party RCM vendor will shorten the cash collection cycle to be in line with industry averages. "We could lower the rating if Aegis' billing and cash collection cycle does not improve as expected, leading to underperformance against our base-case forecast of only slightly positive free cash flow. This could happen if the third-party RCM vendor cannot manage enhanced billing requirements or if there are further rate reductions, leaving Aegis unable to generate modest, sustainable discretionary cash flow. "Although unlikely over the next 12 months, we could consider an upgrade if Aegis sustains discretionary cash flow over $20 million. In our view, this would require margin expansion to about 40% from 30%." ALVIN SMOKED: New Plan Adds TWC as Priority Tax Claimant -------------------------------------------------------- Alvin Smoked Meats & Eats, LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas its first small business first amended plan of reorganization. In this filing, the Texas Workforce Commission has been added as a priority tax claimant. The commission will be paid in monthly installments of $182.49 per month beginning August 1, 2019 and ending July 1, 2021 with interest. A copy of the First Amended Plan is available at https://tinyurl.com/yytkgx6h from Pacermonitor.com at no charge. About Alvin Smoked Meats & Eats Alvin Smoked Meats & Eats, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 18-36657) on November 30, 2018, disclosing less than $1 million in both assets and liabilities. Michael Hardwick Law, PLLC, led by principal Michael Hardwick, Esq., serves as the Debtor's counsel. AMERICAN PARKING: Unsecureds to Get 5% in 60 Monthly Installments ----------------------------------------------------------------- American Parking System, Inc., filed a disclosure statement in support of its proposed chapter 11 plan of reorganization. The Plan contemplates the sale of the three parcels of land at Monacillos Ward, Rio Piedras, to the Universidad Interamericana de Puerto Rico, for $2,600,000. Such funds will be used for the payment of the IRS' secured, priority, and unsecured claims, on the Effective Date. Pursuant to the Plan, Debtor will consummate the PSJ Transfer, whereby the Deed of Ground Lease and Concession Agreement with ESJ Resort, LLC and all other assumed contracts and assets related to the parking property known as Paseo San Juan and located in front of the El San Juan Hotel will be transferred to a newly created entity named Paseo San Juan, LLC for $9,700,000. The PSJ Transfer is the only available structure to obtain financing to pay off 767’s secured claim. All other allowed claims will be paid from Debtor’s remaining operations which will consists of the operations of parking lots at Marriot Hotel, Wyndham, and parking facilities at El Escambron, among others. The Holders of Allowed General Unsecured Claims in Class 3 will be paid in full satisfaction of their claims 5% thereof through 60 equal consecutive monthly installments of $6,308, commencing on the Effective Date and continuing on the 30th day of the subsequent 59 months. A copy of the Disclosure Statement is available at https://tinyurl.com/y327yhyq from Pacermonitor.com at no charge. About American Parking System Headquartered in San Juan, Puerto Rico, American Parking System owns and manages parking lots. The Company previously sought bankruptcy protection (Bankr. D.P.R. Case No. 16-02761) on April 8, 2016. American Parking System, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-02243) on April 24, 2019. In the petition signed by Miguel A. Cabral Veras, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves as bankruptcy counsel to the Debtor. ANTHEM INC: Settlement in O'Dowd ERISA Suit Has Final Approval -------------------------------------------------------------- In the case, LAURAL O'DOWD, for herself and all others similarly situated, Plaintiff, v. ANTHEM, INC., and ROCKY MOUNTAIN HOSPITAL AND MEDICAL SERVICE, INC., doing business as Anthem Blue Cross and Blue Shield, Defendants, Civil Action No. 14-cv-02787-KLM-NYW (D. Colo.), Judge Kristen L. Mix of the U.S. District Court for the District of Colorado granted both the Plaintiff's (ii) Unopposed Motion for Attorneys' Fees and Expenses and Incentive Award for Named Plaintiff, and (ii) Unopposed Motion for Final Approval of Class Action Settlement and Related Relief. The case concerns the reimbursement methodology Anthem Colorado used for Out-of-Network Behavioral Health Services. As the Plaintiff explains in the Motion for Final Approval, Anthem Colorado historically determined the allowed reimbursement amount for out-of-network behavioral health professional providers using a fee schedule that differed from the reimbursement methodology that Anthem Colorado most often used to calculate the Allowed Amounts for out-of-network medical and surgical services which was based on Medicare payment rates. Plaintiff O'Dowd purchased a Preferred Provider Organization ("PPO") health insurance policy from Anthem Colorado in 2008 and has been under the care of a psychiatrist since January of 2008. She alleges that Anthem Colorado's application of the ZBHA Fee Schedule for Out-of-Network Behavioral Health Services resulted in lower reimbursement rates than the RBRVS Reimbursement Methodology, thereby increasing the out-of-pocket responsibility borne by her and other putative class members for such services. She further alleges that, by using this different methodology for Out-of-Network Behavioral Health Services, Anthem Colorado violated ERISA4 and Colorado state law, and deprived her and other persons in health plans insured or administered by Anthem Colorado of benefits that were owed under the respective Plans. The Plaintiff initiated the lawsuit in Boulder County District Court on behalf of herself and others similarly situated on July 18, 2014. On Oct. 10, 2014, Anthem Colorado removed the action to the Court. The Plaintiff filed an Amended Complaint on Jan. 21, 2015, which asserted four claims against the Defendants. Defendant Anthem Colorado then filed a Motion to Dismiss Amended Complaint in Part. On Sept. 30, 2016, the Court granted in part and denied in part the First Motion to Dismiss. The Plaintiff filed her Second Amended Complaint on Dec. 1, 2015. The Plaintiff's Second Amended Complaint, which is the operative pleading in the case, did not add any new claims, but instead added further specificity with respect to her existing claims. Thus, her current claims are as follows: (1) a claim seeking a declaratory judgment that Defendants violated Colo. Rev. Stat. Sections 10-16-104(7) and 10-16-107.7; (2) a claim seeking injunctive relief under ERISA; (3) a claim for payment of benefits and associated interest under ERISA; and (4) a breach of fiduciary duty claim under ERISA. After the filing of the Plaintiff's Second Amended Complaint, the Defendants filed a Partial Motion to Dismiss Plaintiff's Second Amended Complaint which sought to dismiss all claims against Defendant Anthem and claims one, two, and four against Defendant Anthem Colorado. The Court denied the Defendants' Second Motion to Dismiss on Sept. 23, 2016. Following the Court's Sept. 23, 2016 Order, the parties engaged in prolonged settlement negotiations which culminated in the parties executing a proposed Settlement Agreement, dated March 7, 2018. On October 22, 2018, the Court entered its Order granting the Plaintiff's Unopposed Motion for Preliminary Approval of Class Action Settlement and Related Relief. Pursuant to the Preliminary Approval Order, the Court: (1) conditionally certified the class for settlement purposes; (2) preliminarily appointed the Plaintiff as a representative of the Settlement Class and D. Brian Hufford, Jason S. Cowart, and Andrew N. Goldfarb of Zuckerman Spaeder LLP, and Gregory A. Gold and Sommer D. Luther of The Gold Law Firm as the counsel for the Settlement Class; (3) preliminarily approved the parties' Settlement Agreement; (4) appointed Dahl Administration, LLC as the Settlement Administrator; (5) approved of and ordered the Settlement Administrator to provide the Mailed Notice, Long Form Notice, and CAFA Notice to Settlement Class Members; and (6) provided opportunities for absent Settlement Class Members to be heard. In the present Motions, the Plaintiff seeks, and the Defendants do not oppose, an order from the Court: (1) granting final certification of the Settlement Class to implement the Settlement, (2) granting final approval of the Settlement Agreement pursuant to Fed. R. Civ. P. 23(e), including the Plan of Allocation, and (3) approving the Plaintiff's attorneys' fees, costs, and incentive award. Motion for Final Approval. The proposed Settlement Agreement defines the Settlement Class as all Plan Members who received Out-of-Network Behavioral Health Services with dates of service during the Settlement Class Period that were allowed at or below the provider's billed charges. The Settlement Class Period ran from June 1, 2008, to Oct. 22, 2018, the date of the Court's Preliminary Approval Order. No ettlement Class Members appeared at the May 24, 2019 Settlement Hearing to object to the Settlement. Pursuant to the Settlement Agreement preliminarily approved by the Court, the Plaintiff may seek attorney fees in an amount not to exceed 25% of the Settlement Fund and litigation costs not to exceed $30,000. To increase recovery to the Class, the Class Counsel requests an award of attorney fees in the amount of $60,000, which is approximately 16% of the Settlement Fund, and expenses in the amount of $22,679.44. The Plaintiff asks the Court to approve an incentive award of $1,000 as recognition for her role in the case and its outcome. After reviewing the Motions and the Settlement Agreement, Judge Mix finds that the Settlement Agreement is fair, reasonable and adequate, and that the proposed settlement permits reasonable attorneys' fees and costs and an incentive award. She therefore approved the parties' Settlement Agreement. Based on the foregoing, the JUdge overruled the Objection Letter, and granted the Plaintiff's instant Motions. Accordingly, she finally certified the following Settlement Class, pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3) for settlement purposes only: All Plan Members who received Out-of-Network Behavioral Health Services during the Settlement Class Period that were allowed at or below the provider's billed charges. For purposes of the Settlement only, the appointment of Plaintiff O'Dowd as a representative of the Settlement Class and the appointment of D. Brian Hufford, Jason S. Cowart, and Andrew N. Goldfarb of Zuckerman Spaeder LLP, and Gregory A. Gold and Sommer D. Luther of The Gold Law Firm as the Class Counsel are affirmed. She approved the Settlement Agreement, including all terms set forth in the Settlement Agreement and the Plan of Allocation. The parties shall direct the distribution of the Settlement Fund pursuant to the Plan of Allocation. An incentive award payment of $1,000 to the Plaintiff, and a payment to the Class Counsel of $60,000 in attorneys' fees and of $22,679.44 in litigation expenses are approved. Judgment shall enter dismissing with prejudice all claims against the Defendants in the case, without fees or costs to any party except as provided in the Final Order and except as to any claim of the persons who properly requested to Opt Out of the Settlement (identified in Exhibit B to the Ness Declaration (under seal)). The Clerk of the Court is directed to close the case. A full-text copy of the Court's May 24, 2019 Final Order and Judgment is available at https://is.gd/PZzDa9 from Leagle.com. Laural O'Dowd, for herself and all others similarly situated, Plaintiff, represented by Kevin K. Eng -- keng@mzclaw.com -- Markun Zusman Freniere & Compton, LLP, Andrew N. Goldfarb -- agoldfarb@zuckerman.com -- Zuckerman Spaeder, LLP, D. Brian Hufford , Zuckerman Spaeder, LLP, Gregory A. Gold, Gold Law Firm, L.L.C, Jason S. Cowart, Zuckerman Spaeder, LLP, Jeffrey K. Compton -- jcompton@mzclaw.com -- Markun Zusman Freniere & Compton, LLP, Meiram Bendat, Psych-Appeal, Inc. & Sommer D. Luther, Gold Law Firm, L.L.C. Rocky Mountain Hospital and Medical Service Inc, doing business as Anthem Blue Cross and Blue Shield, Defendant, represented by Briana Liston Black -- briana.black@hoganlovells.com -- Hogan Lovells US LLP, Mark Douglas Gibson -- mark.gibson@hoganlovells.com -- Hogan Lovells US LLP & Miranda L. Berge -- miranda.berge@hoganlovells.com -- Hogan Lovells US LLP. Rocky Mountain Hospital and Medical Service Inc, doing business as, Defendant, represented by E. Desmond Hogan -- desmond.hogan@hoganlovells.com -- Hogan Lovells US LLP. Anthem, Inc., Defendant, represented by Briana Liston Black , Hogan Lovells US LLP, E. Desmond Hogan, Hogan Lovells US LLP, Mark Douglas Gibson, Hogan Lovells US LLP & Miranda L. Berge, Hogan Lovells US LLP. APPLE STREET: Aug. 8 Plan Confirmation Hearing ---------------------------------------------- The Second Amended Disclosure Statement explaining the Chapter 11 Plan filed by Apple Street One Twenty, LLC, is approved. A hearing on confirmation of the Plan will be held on August 8, 2019 at 2:00p.m. in Room 341 of the Frank E. Moss Federal Courts Building, 350 South Main Street, SaltLake City, Utah, before the Honorable Joel T. Marker. July 29, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan. About Apple Street One Twenty Apple Street One Twenty, LLC describes its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 451 West Apple Street Grantsville, UT 84029. Apple Street One Twenty, LLC filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-28618) on November 16, 2018. The petition was signed by Steven Walker, managing member. Judge Joel T. Marker presides over the case. At the time of filing, the Debtor estimates $1 million to $10 million in both assets and liabilities. Adam S. Affleck, Esq. and T. Edward Cundick, Esq. at Prince, Yeates & Geldzahler is the Debtor's counsel. BAKKEN INCOME: Subordinated Creditors to Get $90K in Amended Plan ----------------------------------------------------------------- Bakken Income Fund LLC, filed a first amended Chapter 11 plan of liquidation and accompanying disclosure statement proposing that holders of Subordinated Claims will receive its Pro Rata share of $90,000 in Cash on the Effective Date or as soon thereafter as reasonably practicable or pursuant to such other terms as may be agreed to by the Holder of an Allowed Subordinated Claim, and the Debtor or Plan Administrator, as applicable in full and complete satisfaction, discharge and release of the Allowed Subordinated Claims and any Liens and Encumbrances. Holders of General Unsecured Claims will receive payment in full, in Cash, of the unpaid portion of its Allowed General Unsecured Claim plus interest at the rate of 200 basis points above the 10-year Treasury Note on the Effective Date or as soon thereafter as reasonably practicable or pursuant to such other terms as may be agreed to by the Holder of an Allowed General Unsecured Claim, and the Debtor or Plan Administrator, as applicable. Class 3 Insider Claims are impaired. Holders of Insider Claims by affiliates of the Debtor will receive no distribution under the First Amended Plan. Class 4 Interests are impaired. Upon the Effective Date, on the Effective Date, all Class 4 Interests will be deemed canceled, null and void and of no force and effect, and the Holders thereof shall not receive or retain any distribution on account of their Interests. The First Amended Plan shall be funded from available Cash generated from the Sales. Presently, the Debtor has approximately $705,000.00 in Cash available to implement and fund the First Amended Plan. A full-text copy of the First Amended Disclosure Statement dated July 2, 2019, is available at https://tinyurl.com/y2l8fn9b from PacerMonitor.com at no charge. The Amended Plan was filed by John H. Rowland, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., in Nashville, Tennessee; and Michael Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, in Denver, Colorado. About Bakken Income Fund Bakken Income Fund LLC is an oil and gas investment fund. It was formed in Colorado in 2011. Its corporate offices are located at 521 DTC Parkway, Suite 200, Greenwood Village, Colorado. Bakken Income Fund sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on Oct. 17, 2016. In the petition signed by Randall Kenworthy, managing member, the Debtor estimated its assets and liabilities at $1 million to $10 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Courtney H. Gilmer, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. as lead bankruptcy counsel, and Brownstein Hyatt Farber Schreck, LLP as co-counsel. The Debtor also hired TenOaks Energy Advisors, LLC, as sales agent. No trustee, examiner or official creditors' committee has been appointed. BEYDA ADULT: Unsecureds to Get $84K in Quarterly Payments Over 5Yrs ------------------------------------------------------------------- The Beyda Adult Day Care Center, LLC, filed a Combined Disclosure Statement and Plan of Reorganization proposing that General Unsecured Creditors, classified in Class 1, will receive a total of $84,312.97 to be paid in quarterly installments over 5 years. In order to assist in funding the Debtor's business operations under the Plan, the Debtor may retain any cash on hand, funds in its bank accounts, and amounts received from accounts receivable to pay accounts payable. A full-text copy of the Disclosure Statement dated July 8, 2019, is available at https://tinyurl.com/y2nstdvr from PacerMonitor.com at no charge. The Plan was filed by Chad Van Horn, Esq., in Ft. Lauderdale, Florida. About Beyda Adult Day Care Center The Beyda Adult Day Care Center, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-14809) on April 12, 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 has been assigned to Judge Raymond B. Ray. Van Horn Law Group, Inc. is the Debtor's legal counsel. BLUE WATER: Sept. 17 Hearing on Disclosure Statement ---------------------------------------------------- The court has set a hearing to consider approval of the disclosure statement explaining the Chapter 11 plan of Blue Water Powerboats, Inc., for September 17, 2019 at 1:30 PM, in United States Bankruptcy Court Courtroom A, 8th Floor 1515 North Flagler Drive, West Palm Beach Florida 33401. The last day for filing and serving objections to the disclosure statement is September 10, 2019. Objections to the disclosure statement must be filed and served at least 3 business days before the disclosure hearing. About Blue Water Powerboats Inc. Blue Water Powerboats, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21113) on September 10, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Mindy A. Mora presides over the case. The Debtor tapped David Lloyd Merrill, Esq., at The Associates, as its legal counsel. CABLE & WIRELESS: Fitch Affirms BB- IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed the ratings of Cable & Wireless Communications Limited at 'BB-', including the Foreign Currency Issuer Default Rating, the Local Currency IDR, all of the existing instruments, and the new special purpose vehicle notes. The Rating Outlook is Stable. The proceeds from the new notes will be used to repay existing unsecured debt, in line with the company's debt reorganization plan. The ratings reflect its leading market positions across well-diversified operating geographies and service offerings, underpinned by solid network competitiveness. The long-term growth opportunities for data use and the concentrated nature of these markets, often with only one major competitor, provide additional support for the ratings. Further factored in CWC's ratings are the company's strong liquidity position and manageable debt amortization schedule. Fitch's expectation that parent Liberty Latin America (LLA) will maintain net leverage above 4.0x at CWC, along competitive pressures in key markets and cash flow leakage to minority shareholders, remain credit concerns that constrain the rating at 'BB-'. KEY RATING DRIVERS High Leverage Constrains Ratings: CWC's Total Adjusted Net Debt (including capitalized operating leases) to EBITDAR (after dividends to minority shareholders) remains high at 4.4x at YE2018, down from 4.7x at YE2017. Fitch believes that leverage has peaked following an aggressive investment cycle amid operational cash flow stagnation, which should lead to positive free cash flow generation. Fitch expects Adjusted Net Debt / EBITDAR to remain above 4.0x for the foreseeable future, which will likely limit the ratings to the 'BB' category. Solid Competitive Position: CWC has the No. 1 or No. 2 position in its markets, many of which are a duopoly between CWC and Digicel, although Panama is currently a four-player market. The risk of new entrants is low, given the relatively small size of each market. Investments of approximately USD1.2 billion over the last three years should ensure that the company's network remains competitive in the medium term. Under this environment, CWC's market position should remain stable over the medium term despite strong competition from Digicel and Millicom. These dynamics support robust EBITDA margins, which have consistently topped 35%. Diversified Operator: The company's revenue mix per service is well-balanced, with mobile accounting for approximately 29% of total sales, fixed-line with 24%, and B2B with 47% of revenues. The company's geographic diversification is also solid, with substantial fixed and mobile presence operations throughout the Caribbean and elsewhere. The company's largest markets are Panama and Jamaica, which together account for approximately 77% of mobile and 49% of fixed subscribers. The company has grown its footprint through M&A and consolidated its ownership of its subsidiaries, which Fitch expects to continue. Modest Growth Prospects: Fitch believes that CWC's broadband and managed services segments will be the main growth drivers backed by its increasing subscriber base and relatively low service penetrations, and growing corporate/government clients' IT service demands. Fitch does not expect further additional price competition to significantly pressure operating margins, but, the competitiveness of key markets precludes material ARPU expansion, particularly in mobile. Fitch does not expect data ARPU improvements in the mobile segment to fully mitigate voice ARPU trends. Legacy fixed-voice revenue erosion is also unlikely to abate, in line with regional trends. Refinancing and Restructuring Activities: CWC is simplifying its capital structure, which includes the creation of a new holding company, and changing the mix of secured and unsecured debt. The group's SPV 2026 and 2027 notes have been structured in a manner that would allow them to be moved to the new holding company once the current 2022 notes are paid off. At that time, the unsecured notes would be junior to CWC's secured debt, which includes the term loan, regional facilities, and secured 2027 notes, and would likely be downgraded, based on the structural subordination and diminished recovery prospects. The company's well-spread out maturity schedule, history of successfully refinancing, and revolving facility for USD625 million all support liquidity. Part of Liberty Latin America Group: CWC benefits from strategic oversight by LLA and its management expertise, as well as procurement and operating synergies. LLA's key subsidiaries have unique capital structures, which have historically had relatively high levels of leverage. While there aren't cross default or guarantees between the subsidiaries, LLA routinely moves excess cash throughout the group, which affords the operating companies additional financial flexibility. However, LLA's financial strategies also limit material deleveraging and act as a constraint on the ratings. Instrument Ratings Capped: The ratings have been capped at 'RR4' due to Fitch's Country-Specific Treatment of Recovery Rating Criteria, which does not allow uplift for issuance of by companies that operate in countries where concerns exists about whether the law is supportive of creditor rights, and/or where there is significant volatility in the enforcement of the law and legal claims. DERIVATION SUMMARY CWC's competitive position and diversified operations support EBITDA generation that compares favorably to speculative-grade telecoms in the region. This strength is offset by its higher leverage than most peers in the 'BB' rating category, as well as LLA's financial management, which limits any material deleveraging. For these reasons, CWC is rated the same as sister company VTR Finance B.V. (BB-/Stable). The company's overall financial profile is stronger than its main competitor, Digicel Limited, B-/Stable, although its business profile is broadly similar, though more diversified from a service prospective. The company has a weaker financial profile than Millicom International Cellular S.A. (BB+/Stable), with whom CWC competes in Panama. No parent/subsidiary linkage is applicable, as Fitch does not rate parent company LLA. LLA runs its four credit pools separately, with no guarantees or cross default provisions. Until recently the parent company did not issue debt, and it acts solely as a parent company for the operating subsidiaries. The instrument ratings are capped at 'RR4', reflecting concerns about creditors' rights in CWC's countries of operation. No other factors influenced these ratings KEY ASSUMPTIONS - Residential fixed RGU to grow in the mid-single digits; - Post-paid mobile numbers to stabilize in 2020; prepaid mobile numbers continuing to fall by low single digits; - Residential fixed ARPU to stay flat; Mobile ARPU to decline in the low to mid-single digits; - No significant changes to working capital; - Capital intensity of 17% of revenues. CASTILLO I PARTNERSHIP: Aug 21 Hearing on Disclosure Statement -------------------------------------------------------------- A hearing on approval of the Disclosure Statement as providing adequate information to creditors in relation to the Chapter 11 plan filed by Castillo I Partnership will be held on August 21, 2019 at 10:00 a.m., in Courtroom 302, 21041 Burbank Blvd Woodland Hills, CA 91367. Objections to the Disclosure Statement must be filed and served not less than 14 days before the date set for the Disclosure Statement Hearing. Class 11 General unsecured claims are impaired. Unsecured claims will be paid, within 5 years of the Effective Date their pro rata share of the net assets of the Debtor as of the Effective Date. Net estate assets are estimated to be approximately $147,675 computed as follows: Real estate ($1,130,000) + $28,000 in General DIP Account - administrative expenses to be paid at Effective Date ($10,325) - secured claims of $1,000,000 ($750,000 for Castillo Property and $250,000 for Valleyheart Property) = $147,675. Class 1 Secured claim of BANK OF NEW YORK MELLON, AS TRUSTEE/ NATIONSTAR MORTGAGE, LLC are impaired. The Secured Claim shall be amortized over 30 years at a fixed rate of interest of 5.75% per annum. The source of payments to Secured Creditor will be rental income and/or contributions from Debtor’s partners. Class 2 Secured claim of MORTGAGE ELECTRONIC REG. SYSTEMS, INC. are impaired. The SBA and/or MERS are believed to have been paid in full and/or to have waived, abandoned and/or written off any loan or other obligation, and/or any such obligation is otherwise unenforceable, as inter alia, no payment by Debtor has been made, and no request or demand for any payment from Debtor has been made for more than 13 years. Class 3 Secured claim of SBA, its purported assignee, Bayview Financial Trading Group and/or the current holder of this third deed of trust against the Castillo Property are impaired. Bayview is believed to have been paid in full and/or to have waived, abandoned and/or written off any loan or other obligation, and/or any such obligation is otherwise unenforceable, as inter alia, no payment by Debtor has been made, and no request or demand for any payment from Debtor has been made for more than 13 years. Class 4 Secured claim of E.N. Financial Services & Development are impaired. Any secured portion of this claim shall bear interest at 4.75% per annum and shall be payable and re-amortized over a 30-year period. Any unsecured portion shall be treated as an unsecured claim, receiving, within 5 years of the Effective Date its pro rata share of Debtor's net assets as of the Effective Date, but not less than 5% of the amount of the unsecured claim. Class 5 Secured claim of 17 Oakdale, LLC are impaired. Any secured portion of this claim shall bear interest at 4.75% per annum and shall be payable and re-amortized over a 30-year period. Any unsecured portion shall be treated as an unsecured claim, receiving, within 5 years of the Effective Date its pro rata share of Debtor's net assets as of the Effective Date, but not less than 5% of the amount of the unsecured claim. Class 6 Secured claim of Phillips Lerner Lauzon & Jamra LLP are impaired. Accordingly, this claim shall not be a lien against the Castillo Property, the Debtor has no liability to this creditor, secured or unsecured, and this creditor will receive no distribution under the Plan. Class 7 Secured claim of Unifund CCR, LLC are impaired. Accordingly, this claim shall not be a lien against the Castillo Property, the Debtor has no liability to this creditor, secured or unsecured, and this creditor will receive no distribution under the Plan. Class 8 Secured claim of CITIMORTGAGE, INC. are impaired. The Secured Claim shall be amortized over 30 years at a fixed market rate of interest, which shall be deemed to be 4.75% per annum, unless determined otherwise by stipulation or the court, but any remaining unpaid balance shall be paid by the original due date of the loan, on or about January 1, 2036. The source of payments to Secured Creditor will be rental income and/or contributions from Debtor's partners. Class 12 Interest holders Ahron Zilberstein and Vardit Zilberstein, the Debtor’s partners. Interest holders will retain their interests. The plan will be funded by the following: Rental income and/or contributions from Debtor's partners. The Debtor's partners will contribute any necessary funds to Debtor so that Debtor will have at least $15,000 and adequate cash and cash flow on hand at all times on and after the confirmation hearing to pay the Debtor's debts as they become due, together with a reasonable reserve. A full-text copy of the Disclosure Statement dated July 7, 2019, is available at https://tinyurl.com/y4d6qt83 from PacerMonitor.com at no charge. About Castillo I Partnership Castillo I Partnership is a privately held partnership in Van Nuys, California. A sister company, M.N.E. Funding, Inc., sought bankruptcy protection on Sept. 10, 2017 (Bankr. C.D. Cal. Case No. 17-12420). Castillo I Partnership, based in Van Nuys, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-13341) on Dec. 18, 2017. In its petition signed by Ahron Zilberstein, general partner, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Martin R. Barash presides over the case. Mark E. Goodfriend, Esq., at the Law Offices of Mark E. Goodfriend, serves as bankruptcy counsel to the Debtor. CENTURY III MALL: Aug 9 Hearing on Disclosure Statement ------------------------------------------------------- On August 9, 2019 at 11:00 a.m., the Bankruptcy Court will convene a hearing to consider the approval of the Disclosure Statement explaining the Chapter 11 Plan of Century III Mall PA LLC. July 26, 2019 is the last day for filing and serving Objections to the Disclosure Statement. About Century III Mall PA LLC Century III Mall PA LLC -- http://www.centuryiiimall.com/-- owns the Century III Mall shopping center located in West Mifflin, Pennsylvania. Century III Mall PA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-23499) on Sept. 3, 2018. In the petition signed by Edward Sklyaroff, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Carlota M. Bohm. The Debtor tapped Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C., as its legal counsel. No official committee of unsecured creditors has been appointed. COTY INC: S&P Cuts Issuer Credit Rating to 'B+'; Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on New York-based cosmetics manufacturer Coty Inc. and issue-level rating on its unsecured debt to 'B+' from 'BB-'. At the same time, S&P lowered its rating on the company's senior secured debt to 'BB-' from 'BB'. The recovery rating remains '2', indicating S&P's expectation of substantial recovery (70%-90%; rounded estimate: 75%) in the event of a payment default. Subsidiary Coty B.V. is a co-borrower under the revolver. In S&P's rating analysis, it views Coty Inc. and its operating subsidiaries as a group. S&P said, "We also lowered the rating on the senior unsecured debt to 'B+' from 'BB-'. The recovery rating remains '4', indicating our expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a payment default. "The downgrade reflects Coty's significant debt burden, difficulty turning around its consumer beauty segment, and our belief that leverage will remain above 5x until fiscal 2022. Coty's new management team recently announced a turnaround plan that will result in $600 million cash charges. Over the next four years, the company plans to reduce SKUs, improve the profitability of currently low-margin but strategic SKUs, shift consumer beauty's product mix to higher-margin premium products, increase research and development spending, improve the productivity of its supply chain, and be more targeted with its brand support. Coty is also flattening its organizational structure. "The stable outlook reflects our belief that Coty's turnaround strategy will stabilize its consumer beauty business primarily through favorable product mix over the next few years. In addition, we believe that it can expand its luxury and professional beauty businesses. That confluence should enable the company to deleverage below 5.5x in fiscal 2021 and increase free cash flow to $725 million. "We could lower the rating if Coty does not effectively execute its "Rediscover Growth" turnaround strategy. It is broad, and there is risk that there will be missteps that could deteriorate credit metrics because of further market share losses, margin erosion, and additional restructuring charges. We could lower the rating if leverage exceeds 6.5x or if its covenant cushion falls below 10%. "Although unlikely over the next year, we could raise the ratings if Coty stabilizes sales, expands its EBITDA margin close to 20%, and if we believe leverage will be sustained below 5x." DAK CONSTRUCTION: Sept. 10 Plan Confirmation Hearing ---------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan filed by DAK Construction Corporation is approved. September 10, 2019 at 1:30 P.M., in Courtroom 303, 21041 Burbank Blvd Woodland Hills, CA 91367 is the date and time for the hearing on confirmation of the Chapter 11 Plan. July 30, 2019 is also the deadline for serving and filing objections to confirmation of the Chapter 11 Plan. About DAK Construction Corp. Based in Woodland Hills, Calif., DAK Construction, Inc. filed a Chapter 11 Petition (Bankr. C.D. Calif. Case No. 18-12717) on Nov. 6, 2018. In the petition signed by Cheryl Fay Lindhemer, chief executive officer, the Debtor estimated assets of $0 to $50,000 and estimated liabilities is $1 million to $10 million. The case is assigned to Hon. Martin R. Barash. The Debtor is represented by Giovanni Orantes, Esq., at The Orantes Law Firm, A.P.C. DPW HOLDINGS: Board Recommends Approval of Two Proposals -------------------------------------------------------- As previously reported in the Current Report on Form 8-K filed on July 2, 2019, by DPW Holdings, Inc., at the Company's 2019 Annual Meeting of Stockholders, the Chairman of the Board of Directors adjourned the vote on the following proposals until 9:00 a.m. Pacific Time on July 19, 2019: * Proposal 5: approval of an amendment to the Company's Certificate of Incorporation to effect a reverse stock split of its Class A Common Stock by a ratio of not less than one- for-5 and not more than one-for-40 at any time prior to July 1, 2020, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its sole discretion; and * Proposal 7: approval of an amendment to the DPW Holdings, Inc. 2018 Stock Incentive Plan, as amended and restated as of May 13, 2019. At the Annual Meeting, the Company received sufficient votes with respect to the election of directors, as well as for Proposal 2 (ratification of appointment of independent registered public accounting firm for the year ending Dec. 31, 2019), Proposal 3 (approval, on a non-binding advisory basis, of named executive officer compensation) and Proposal 6 (approval of the issuance of 250,000 shares of common stock and the grant of options pursuant to the Employment Agreement dated April 12, 2019, as subsequently amended, by and between the Company and Henry Nisser). The Company did not, however, receive sufficient votes to approve Proposal 5, which requires the affirmative vote of 50% of all of the Company's outstanding shares of common stock, and Proposal 7, which requires the approval of a majority of the shares of the Company's common stock present in person or by proxy and voting at the Meeting. The Company believes that Proposals 5 and 7 will align the Company with recognized best practices in corporate governance and adjourned the voting with respect to those Proposals to solicit additional proxies for approval thereof. The Board recommends that stockholders vote "FOR" Proposals 5 and 7. The Board believes the proposed reverse split is in the best interests of the stockholders, principally because its failure to pass will in all likelihood mean that the Company's shares of common stock will be delisted from the NYSE American. Similarly, with respect to Proposal 7, the Board believes the proposed increase in the number of shares of common stock underlying the 2018 Stock Incentive Plan is in the best interests of the stockholders. The Annual Meeting will reconvene at 9:00 a.m. Pacific Time on July 19, 2019 and will be held at the Hyatt Regency Newport Beach located at 1107 Jamboree Road, Newport Beach, CA 92660. The Board previously selected May 23, 2019, as the record date for determining stockholders entitled to vote at the Annual Meeting. This means that a stockholder registered with the Company's transfer agent and registrar, Computershare Trust Company, N.A., on the record date may vote his or her shares on the matters to be considered at the reconvened Annual Meeting. How to Vote Your Shares The Company urges all stockholders to vote as soon as possible via: * the Internet at http://www.envisionreports.com/DPW; * by calling 1-800-652-8683, or * by returning the accompanying proxy card if they received a printed set of materials by mail. Votes submitted by phone or over the internet must be received by 11:59 p.m. Eastern Time on July 18, 2019. About DPW Holdings DPW Holdings, Inc., formerly known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold global potential. Through its wholly owned subsidiaries and strategic investments, the company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings' headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings incurred a net loss of $32.98 million in 2018, following a net loss of $10.89 million in 2017. As of March 31, 2019, the Company had $54.77 million in total assets, $36.74 million in total liabilities, and $18.03 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating 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. EL CANO DEVELOPMENT: Ponsa Flores Objects to Disclosure Statement ----------------------------------------------------------------- Edda Ponsa-Flores and Francisco Ponsa-Flores object to the approval of the disclosure statement explaining the Chapter 11 Plan of El Cano Development, Inc. The Creditors point out that the DIP has not met its obligation to disclose adequate information to the court and the creditors to evaluate the current condition of the company or to state the intention to comply with the requirement that all Administrative Expenses be satisfied upon confirmation. The Creditors assert that the DIP has not disclosed to which "financial reports" the statement refers, much less provide information from which the court or creditors could make a reasonable estimate of the reliability or truth of the assertion concerning having “enough cash on hand on the effective date of the Plan. The Creditors complain that the DIP has even failed to open a bank account as required by the Code and the US Trustee Guidelines. The appearing Creditors object to the inclusion of an unsecured debt which has never been supported with any evidence, such as the certification of debt commonly issued by the Department of Labor proving the debt. According to Creditors, nothing in the Disclosure Statement provides any information concerning this potential corporate opportunity and its current status. Counsel for Creditors: Patrick D. O'Neill, Esq. O'NEILL & GILMORE LAW OFFICE, LLC Suite 1701 City Towers 252 Ponce de Leon Avenue San Juan, Puerto Rico Tel: 787 620 0670 Fax: 787 620 0671 Email: pdo@go-law.com About El Cano Development El Cano Development Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-08122) on October 11, 2016. The petition was signed by Adrian J. Hilera Vidal, president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. Modesto Bigas Law Office is the Debtor's bankruptcy counsel. FARROW GROUP: IRS Objects to Disclosure Statement ------------------------------------------------- The United States of America, on behalf of the Internal Revenue Service, objects to the approval of the disclosure statement and confirmation of the Combined Plan and Disclosure Statement filed by Farrow Group, Inc. The IRS points out that the proposed Plan ignores the plain language of the Bankruptcy Code, which exempts governmental units from the onerous requirements of administrative tax claim bar deadlines. The IRS asserts that the administrative claim Bar Date provision violates the United States’ sovereign immunity. The IRS also objects to confirmation because the Debtor has failed to file all of its tax returns. According to the IRS, there is no valid business reason that the Debtor should be able to obtain a windfall by objecting to claims and thereby avoiding, at least temporarily, the payment of duly filed proofs of claims. The IRS complains that the Debtor has not presented substantial evidence and, therefore, the United States objects to the Plan in that allowing a debtor to avoid payment of a duly filed proof of claim would impermissibly shift the burden on the validity of the proof of claim from the debtor to the creditor. About Farrow Group Farrow Group, Inc., a demolition contractor based in Detroit, Michigan, filed for chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 19-41009) on Jan. 24, 2019, with estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Michael Farrow, president. FERMARALIZ CORP: Banco Santander Objects to Disclosure Statement ---------------------------------------------------------------- Banco Santander Puerto Rico ("BSPR") objects to the approval of the disclosure statement explaining the Chapter 11 Plan of Fermaraliz, Corp. The BSPR complains that the Debtor's proposed Chapter 11 plan does not provide for the Debtor to keep BSPR's collateral adequately insured with a hazard insurance duly endorsed in favor of BSPR as a "loss payee" or "coinsured secured creditor." The BSPR points out that the Debtor's underlying plan it not feasible as the Debtor proposes to payout to creditors a higher amount that its monthly income. According to the BSPR, the Debtor's underlying plan provides a default provision, as to actions creditors can take upon the Debtor's failure to comply with the terms of the confirmed plan. The BSPR asserts that the information provided for in the Debtors' disclosure statement is not complete and/or accurate and does not comply with the requirements. Counsel for Banco Santander Puerto Rico: Luis M. Suarez Lozada, Esq. P.O. Box 192333 San Juan, Puerto Rico 00919-2333 Phone: (787) 296-4299 Email: suarez@caribe.net About Fermaraliz Corp. Fermaraliz Corp., based in Coamo, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 18-06456) on Nov. 1, 2018. In the petition signed by Jose F. Espada Colon, president, the Debtor disclosed $389,300 in assets and $1,046,703 in liabilities. The Hon. Edward A. Godoy oversees the case. Modesto Bigas Mendez, Esq., at Modesto Bigas Law Office, is the Debtor's bankruptcy counsel. FLEETCOR TECHNOLOGIES: S&P Alters Outlook to Pos., Affirms BB+ ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook on FLEETCOR Technologies Inc. to positive from stable. At the same time, S&P affirmed its 'BB+' issuer credit rating on FLEETCOR and its 'BB+' issue rating on the company's senior secured notes, with a recovery of 3 (65% recovery expectation). S&P said, "Our outlook revision follows continued strength in operating performance, sustained leverage under 3.0x debt to adjusted EBITDA, and our view that, even if FLEETCOR were to pursue a debt-financed acquisition, it could return leverage to historical levels within one to two years because of robust cash flow generation. Net debt to EBITDA was 2.4x at the end of the first quarter of 2019 and has remained below 4x since the end of 2015. "The positive outlook reflects our view that there is at least a one-in-three chance that we may raise the ratings on FLEETCOR over the next 12 months if we continue to expect the company to maintain leverage below 3.0x on a sustained basis, while maintaining strong financial performance across its reportable segments. "We could revise the outlook back to stable over the next 12 months if large acquisitions, share repurchases, or depressed economic conditions weaken FLEETCOR's financial profile, hurting its leverage and debt service metrics. Specifically, we could revise the outlook back to stable if net debt to adjusted EBITDA rises to 3x-4x, without a credible plan to reduce it. We could also revise the outlook back to stable on the rating if the company's EBITDA margins deteriorate significantly, which we view as unlikely." FOREST INSTITUTE: Aug. 14 Plan Confirmation Hearing --------------------------------------------------- The disclosure statement explaining the Chapter 11 Plan of Forest Institute of Professional Psychology has been conditionally approved. August 14, 2019 at 11:00 a.m. is fixed for the hearing on final approval of the disclosure statement and confirmation of the Plan. August 2, 2019 is the deadline for filing with the Court objections to the disclosure statement or plan confirmation. Forest Institute of Professional Psychology filed a voluntary Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-61106) on September 28, 2018, and is represented by Ronald S. Weiss, Esq., at Berman Deleve Kuchan & Chapman, in Kansas City, Missouri. FUELD FILMS: Sept. 3 Plan Confirmation Hearing ---------------------------------------------- The Amended Disclosure Statement explaining the Amended Chapter 11 Plan of Fueld Films, Inc., is approved. The hearing to consider confirmation of the Plan is scheduled for September 3, 2019 at 1:30 p.m., at the United States Bankruptcy Court at 350 South Main Street, Room 376, Salt Lake City, Utah 84101. Any objection to confirmation of the Plan must be filed and served no later than 4:00 p.m. Mountain Time on the Voting Deadline. About Fueld Films Founded in 2001, Fueld Films Inc. is a film production company that makes everything from films to commercial advertising spots. Its business is managed and operated from Utah, with film production based out of Austin, Texas. Fueld Films Inc. filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-24652) on June 22, 2018, estimating $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Kent L. Christiansen, Esq., at Sage Law Partners, PLLC, is the Debtor's counsel. FUSION CONNECT: Proskauer Rose Represents Second Lien Lenders ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Proskauer Rose, LLP provided notice that it is representing these creditors in the Chapter 11 cases of Fusion Connect, Inc., et al. The Second Lien Lenders hold secured claims against the Debtors' estates as holders of loans issued pursuant to the Second Lien Credit Agreement. As of July 11, 2019, the Second Lien Lenders and their disclosable interests are: Second Lien Loans ----------------- (1) North Haven Credit Partners II L.P. $46,000,000 c/o Morgan Stanley 1585 Broadway, 39th Floor New York, NY 10036 (2) Backcast Credit Opportunities Fund I, L.P. $10,000,000 601 Lexington Avenue, 55th Floor New York, NY 10022 (3) Centre Lane Partners LLC $14,000,000 One Grand Central Place 60 East 42nd Street, Suite 1250 New York, NY 10165 (4) Aetna Life Insurance Company $15,000,000 with Nebrodi Partners, LLC acting as its representative c/o Nebrodi Partners 225 Asylum Street, 28th Floor Hartford, CT 06103 Counsel represents the Second Lien Lenders in their capacity as lenders under the Second Lien Credit Agreement. Other than the parties described in this verified statement, Counsel does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Counsel does not represent the Second Lien Lenders as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or other entity. In addition, the Second Lien Lenders do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Counsel to the Second Lien Lenders can be reached at: PROSKAUER ROSE LLP Charles A. Dale, Esq. One International Place Boston, MA 02110-2600 Telephone: (617) 526-9600 Facsimile: (617) 526-9899 Email: cdale@proskauer.com - and - Joshua A. Esses, Esq Eleven Times Square New York, NY 10036-8299 Telephone: (212) 969-3000 Facsimile: (212) 969-2900 Email: jesses@proskauer.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/Fusion_Connect_178_Rule2019.pdf 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. GATEWAY RADIOLOGY: Hires Joel M. Aresty as Legal Counsel -------------------------------------------------------- Gateway Radiology Consultants P.A. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Joel M. Aresty, Esq. as counsel. Gateway requires Joel M. Aresty to: (a) give advice to the Debtor with respect to its powers and duties in the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in 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. Fee agreement is $440 hour plus costs. Joel M. Aresty, a partner at Joel M. Aresty, 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 states. Joel M. Aresty can be reached at: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. 309 1 st Ave S Tierra Verde FL 33715 Tel: 305-904-1903 Fax: 800-559-1870 E-mail: Aresty@Mac.com About Gateway Radiology Consultants Gateway Radiology Consultants P.A., based in Saint Petersburg, Fl, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04971) on May 28, 2019. In the petition signed by Gagandeep Manget M.D., president, the Debtor disclosed $1,200,000 in assets and $14,899,135 in liabilities as of the bankruptcy filing. The Hon. Michael G. Williamson oversees the case. Joel M. Aresty, P.A., serves as bankruptcy counsel to the Debtor. Beighley Myrick Udell and Lynne, is special counsel. GOLDEN-GLO CARPET: Treatment of Secured Tax Claims Modified in Plan ------------------------------------------------------------------- Golden-Glo Carpet Cleaners, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania its first amended plan of reorganization dated June 27, 2019. This latest plan modifies the treatment of Class 1 secured tax claims. This class consists of Tax Claims of the Department of the Treasury - Internal Revenue Service, the Commonwealth of Pennsylvania, Department of Revenue, and Pennsylvania Department of Labor and Industry alleged to be secured by liens on property. The Class 1 Claimants will be paid in equal monthly installments of principal and interest using a rate of 6% per annum over five years commencing on the Effective Date. The secured claim of the Internal Revenue Service will not be discharged until the entire claim (tax, penalty & interest) plus secured interest is full paid through the Plan. The Internal Revenue Service’s Liens will not be discharged until the Internal Revenue Service’s secured claim plus interest is full paid through the Plan. The initial version of the plan proposed to pay this Class equal monthly installment of principal and interest using a rate of 5% per annum over five years. A copy of the First Amended Plan is available at https://tinyurl.com/yyvo3pw5 from Pacermonitor.com at no charge. About Golden-Glo Carpet Cleaners Golden-Glo Carpet Cleaners, Inc., a commercial and residential floor cleaning andmaintenance business serving the Philadelphia metropolitan area, was founded by Scott Goldenin 1981 and has operated continuously in the area ever since that time. Scott Golden has alwaysbeen President and sole owner of the business. Although the business names suggests that its focus is on carpet cleaning, in reality Golden-Glo offers the broadest possible range of janitorial services to commercial and institutional customers. In its heyday, Golden-Glo dominated the Philadelphia area movie theater cleaning market, cleaning as many as 35 theaters per night,primarily members of the Regal United Artists chain but also some AMC venues. Golden-Glo Carpet Cleaners, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 18-17002) on Oct. 22, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joseph R. Viola, Esq., at Joseph R. Viola, P.C. GREEN FIELDS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Green Fields School fdba Green Fields Country Day School 6000 N. Camino De La Tierra Tucson, AZ 85741 Business Description: Green Fields School -- https://www.greenfields.org -- was an independent, non-profit, coeducational school in Tucson, Arizona, United States. It provided educational services for elementary, middle, and high school students. The School was closed on July 9, 2019. Chapter 11 Petition Date: July 14, 2019 Court: United States Bankruptcy Court District of Arizona (Tucson) Case No.: 19-08642 Judge: Hon. Brenda Moody Whinery Debtor's Counsel: Jody A. Corrales, Esq. DECONCINI MCDONALD YETWIN & LACY, P.C. 2525 E. Broadway Blvd., Suite 200 Tucson, AZ 85716 Tel: 520-322-5000 Fax: 520-322-5585 Email: jcorrales@dmyl.com Total Assets: $3,116,402 Total Liabilities: $2,267,418 The petition was signed by Anthony Marshall, president, Board of Trustees. 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/azb19-08642.pdf HARVEST PLASMA: U.S. Trustee Forms 3-Member Committee ----------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on July 12 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Harvest Plasma Torch Corp. The committee members are: (1) William W. Grichin 2225 William Penn Highway Pittsburgh, PA 15235 Tel: (267) 408-3337 Email: billgrichin@hotmail.com (2) Denton W. Hough 3555 State Route 130 Acme, PA 15610 Tel: (724) 875-6925 Email: houghdw@gmail.com (3) Ronald O. Klatt 7464 National Pike Uniontown, PA 15401 Tel: (724) 237-2813 Email: klatt42@gmail.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 Harvest Plasma Torch Corp. Harvest Plasma Torch is an industrial torch company that manufactures high temperature torches to convert solid waste into synthetic gas, which can be used to generate electricity. On May 10, 2019, creditors Ronald Klatt, William Grichin and Denton Hough filed an involuntary Chapter 11 petition against the company (Bankr. W.D. Pa. Case No. 19-21929). The petitioners are represented by William C. Price, Esq., at Clark Hill PLC. The case is assigned to Judge Jeffery A. Deller. Bernstein-Burkley, P.C. is the Debtor's bankruptcy counsel. HD SUPPLY: Moody's Raises CFR to Ba1, Outlook Stable ---------------------------------------------------- Moody's Investors Service upgraded HD Supply, Inc.'s Corporate Family Rating to Ba1 from Ba2 and its Probability of Default Rating to Ba1-PD from Ba2-PD. Moody's also upgraded the rating on the company's senior secured term loan to Ba1 from Ba2 and its senior unsecured notes to Ba2 from Ba3 and affirmed the company's SGL-1 Speculative Grade Liquidity Rating. The outlook is stable. The upgrade of the Corporate Family Rating reflects Moody's expectation that HDS will continue to follow conservative financial policies with respect to its use of available cash flow. Further, incremental operational leverage from ongoing sound fundamentals in facilities maintenance and domestic private construction will result in strong operating results and improving credit metrics over the next 18 months. The following ratings/assessments are affected by the rating action: Upgrades: Issuer: HD Supply, Inc. Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Corporate Family Rating, Upgraded to Ba1 from Ba2 Gtd. Senior Secured Term Loan B5, Upgraded to Ba1 (LGD3) from Ba2 (LGD3) Gtd. Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD5) from Ba3 (LGD5) Outlook Actions: Issuer: HD Supply, Inc. Outlook, Remains Stable Affirmations: Issuer: HD Supply, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE HDS's Corporate Family Rating of Ba1 reflects Moody's expectation that the company will sustain strong credit metrics while maintaining conservative financial policies. Moody's projects that over the next 18 months revenues will approach $6.6 billion per year with operating margin near 12.6% over the same time period. Moody's views HDS's operating performance as the company's greatest credit strength. Moody's anticipates that interest coverage, measured as EBITA-to-interest expense, will near 7.3x, adjusted debt-to-EBITDA will remain below 2.5x, and free cash flow-to-debt will exceed 20% over the same time period (all ratios includes Moody's standard adjustments). Sound fundamentals in maintenance and repair operations ("MRO"), and US private construction support growth. Facilities Maintenance is HDS's larger and more profitable business, representing about 51% of total revenue, but the preponderance of operating income. HDS will benefit from both revenue growth and improvement in profitability from institutions increasing operating budgets, multifamily vacancies declining, and new apartment complexes being constructed as operating leverage increases with higher volumes. However, risks remain. Although fundamentals are sound, private construction is a very cyclical industry, which poses a significant credit risk to HDS. This market could contract quickly and have a substantive negative impact on the company's financial profile. Additionally, contractors for non-residential construction and remodeling activity exert tremendous pricing pressure on suppliers and their related distributors, which could negatively impact operating performance. HDS may pursue share repurchases more aggressively than in previous years, capital that could otherwise be deployed towards reducing debt and improving the company's balance sheet or enhancing liquidity. As of May 5, 2019, HD Supply has approximately $367.4 million shares authorized to repurchase. The stable outlook reflects Moody's expectations that HD Supply will follow conservative financial policies, such as leverage remaining below 3.0x, and that positive industry fundamentals will support growth. The rating could be upgraded if (all ratios include Moody's standard adjustments): -- Operating margin is sustained near 15% -- Debt-to-EBITDA is maintained near 2.0x -- EBITA-to-interest expense sustained above 7.5x -- A very good liquidity profile is preserved -- Ongoing positive trends in end markets promote sustained organic growth -- A public commitment to maintaining conservative financial policies and movement toward a capital structure that is largely unsecured, which are indicative of investment grade issuers The rating could be downgraded if: -- Operating margin is sustained below 10% -- Debt-to-EBITDA is expected to stay above 3.0x -- The company's liquidity profile deteriorates -- There is a divergence from conservative financial policies The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. HD Supply, Inc., headquartered in Atlanta, GA, is one of the largest North American industrial distributors of products and services for maintenance, repair and operations, and specialty construction. Revenues for the 12 months ended May 5, 2019 approximated $6.2 billion. HEART CARE: Unsecureds to Get $3,750 Monthly Payment Over 5 Years ----------------------------------------------------------------- The Heart Care Group, P.C., filed a First Amended Plan of Reorganization and accompanying disclosure statement. Class 3B - Non-priority unsecured creditors holding allowed unsecured claims of more than $1,000.00 are impaired. Each such creditor shall receive a pro rata portion of the Debtor's monthly installment of $3,750.00 over five years commencing August 1, 2019, or the date on which such claim is allowed by a final non-appealable order, and ending July 1, 2024; estimated to be 15% of such claims. Class 1A - Secured claim of Provident Bank/LOC are impaired. Monthly payments of $7,952.81, commencing August 1, 2019, and ending July 1, 2024. This claim shall be allowed in the sum of $425,960.16 and paid in full with interest at 4.56% per annum. Balance of claim in the sum of $149,416.55 is included in Class 3B. Class 1B - The secured claim of Provident Bank/Term Loan. Claim is wholly unsecured and is included entirely in Class 3B in the amount of $325,747.34. Class 4B - Equity interest holder, Joseph M. Laureti, D.O. are impaired. The shares of Joseph M. Laureti D.O. will be cancelled on the Effective Date of the Plan. The Plan will be funded from the income generated by services rendered by the Debtor's physicians and staff. On confirmation of the Plan all property will revert to the Debtor, free and clear of all claims and equitable interests, except as provided in the Plan. A full-text copy of the Disclosure Statement dated July 5, 2019, is available at https://tinyurl.com/y6lddnzr from PacerMonitor.com at no charge. About The Heart Care Group The Heart Care Group, P.C., is a medical group practice located in Allentown, Pennsylvania specializing in cardiology. The Heart Care Group, based in Allentown, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 18-17048) on Oct. 24, 2018. In the petition signed by Shehzad M. Malik, M.D., president, the Debtor disclosed $765,962 in assets and $2,035,282 in liabilities. The Hon. Richard E. Fehling presides over the case. John R. K. Solt, Esq., at John R. K. Solt, P.C., serves as bankruptcy counsel. HMSW CPA: Files Chapter 11 Plan of Liquidation ---------------------------------------------- HMSW CPA, P.L.L.C., filed a Combined Chapter 11 Plan of Liquidation and Disclosure Statement after the Bankruptcy Court previously denied approval of their plan of reorganization, saying it was not feasible. The Claims as filed or scheduled by the Debtor, as well as the expected range of returns under this Plan in each Class, are approximately as follows: Class Est. Amount % Recovery ----- ----------- ---------- Class 1 $5,000 100% Class 2 $54,000 100% Class 3 $0 n/a Class 4 $27,000 90% Class 5 $1,700,000 5%-37% Priority Tax Claims $0 n/a Class 5 - Any Allowed General Unsecured Claims are impaired. On the Effective Date, each holder of an Allowed General Unsecured Claim in Class 5 shall receive, in full and final satisfaction of its Class 5 General Unsecured Claim, its Pro Rata Share of the Remaining Cash on hand. Class 2 - Any Allowed Secured Claims of David Hagen are impaired. On the Effective Date, David Hagen shall receive, in full and final satisfaction of his Class 2 Allowed Secured Claim, a Cash payment in the amount of his Allowed Secured Claim. Class 3A through 3Z - Any Allowed Secured Claims not Otherwise Classified are impaired. Each holder of a Allowed Secured Claim against the Debtor, other than those classified in Class 1 or Class 2, shall receive on the Effective Date in full and final satisfaction of its Class 3 Allowed Secured Claim at the Debtor’s option, either [i] a Cash payment in the amount of its Allowed Secured Claim, or [ii] the surrender to such holder of all Collateral securing such Allowed Secured Class 3 Claim in accordance with In re Sandy Ridge Development Corp, 881 F.2d 1346, in which case such Allowed Class 3 Claim shall be deemed paid in full and fully satisfied and any deficiency thereon shall be treated as a General Unsecured Claim. Class 4 - Any Allowed Priority Non-Tax Claims are impaired. Each holder of an Allowed Priority Non-Tax Claim shall receive one Cash payment, in the amount of 90% of such holder’s Allowed Priority Non-Tax Claim. Such payments shall be made on the Effective Date. Class 6 - Interests in HMSW are impaired. Allowed Interests in HMSW shall be extinguished. The Debtor will be liquidated and closed. Pursuant to 11 U.S.C. Section 1123(b)(3)(B) of the Bankruptcy Code, as of the Effective Date any causes of action that are already pending or that are property of the estate of the Debtor, even if not yet filed, including, without limitation all common law tort, statutory tort, statutory claims and contract claims and claims for equitable relief of all kinds and avoidance or recovery actions under 11 U.S.C. Sections 544, 545, 547, 548, 549, 550, 551 and 553, that are not released as a part of this Plan, will be retained until liquidation. In the event that the Debtor transfers such causes of action prior to liquidation, the net proceeds of same shall be added to the remaining Cash at the time of collection and the Disbursing Agent shall be paid in accordance with the terms of the Plan. A full-text copy of the Disclosure Statement dated July 8, 2019, is available at https://tinyurl.com/y42lauh5 from PacerMonitor.com at no charge. The Plan was filed by Howard Marc Spector, Esq., at Spector & Johnson, P.L.L.C., in Dallas, Texas, on behalf of the Debtor. About HMSW CPA, PLLC HMSW CPA, PLLC -- http://www.hmswcpa.com/-- is a certified public accounting firm in Arlington, Texas. The company offers audit and assurance, tax compliance, business advisory, accounting and financial advisory services to small and medium size businesses. It also provides a wide range of business services for companies seeking to outsource payroll, transaction processing and basic accounting functions. HMSW CPA, PLLC based in Arlington, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-43569) on Sept. 10, 2018. In the petition signed by Cheree D. Bishop, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Mark X. Mullin presides over the case. Howard Marc Spector, Esq., at Spector & Johnson, PLLC, serves as bankruptcy counsel. ICON CONSTRUCTION: To Pay Unsecureds $2,500 Monthly Over 60 Months ------------------------------------------------------------------ Icon Construction, Inc., filed a first disclosure statement describing its proposed chapter 11 plan. Class 7 under the plan consists of the allowed claims of unsecured creditors. Each holder of an Allowed General Unsecured Claim will receive pro rata from $2,500 per month, over 60 months, beginning on the 15th day of the month following the Effective Date. The estimated amount of the Class 6 Allowed Claims is $1,100,000. The Plan contemplates that the Debtor's business will generate revenue sufficient to pay the obligations accruing from its operations. The Debtor does not "guarantee" that the expenses will equal those in the projections; however, the Debtor believes that the projections are reasonable. The Debtor’s operations do show the ability to propose a plan in this case. A copy of the Disclosure Statement is available at https://tinyurl.com/y6puperq from Pacermonitor.com at no charge. About Icon Construction Icon Construction -- http://icon-construction.com/ -- is a small business general contractor specializing in design/build of permanent modular and temporary modular buildings. Since April 1, 1998 Icon Construction has been able to meet the space needs of major markets, including military,education, administration facilities, health care, government, commercial and residential manufacturing. Icon Construction, Inc., based in McKinney, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-40279) on Feb. 1, 2019. In the petition signed by Mansour Khayal, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in 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. Glast Phillips & Murray, P.C., is the special counsel. INPIXON: Iliad Research Swaps Remaining $215K 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 a remaining outstanding balance of $214,806 as of July 11, 2019, entered into an exchange agreement, pursuant to which Inpixon 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 $214,806 and then cause the remaining outstanding balance to be reduced by $214,806; and (ii) exchange the partitioned note for the delivery of 403,772 shares of Inpixon's common stock at an effective price per share equal to $0.532. The shares of common stock were expected to be delivered to the Note Holder on or before July 12, 2019 and the exchange will occur with the Note Holder surrendering the partitioned note to Inpixon on the date when the shares of common stock are approved and held by the Note Holder's brokerage firm for public resale. Following such partition of the Original Note, the Original Note will be deemed paid in full, will be automatically deemed canceled, and will not be reissued. The offer and sale of the shares of common stock was not registered under the Securities Act in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the shares of common stock are being issued in exchange for the partitioned note which is another outstanding security of Inpixon; (b) there is no additional consideration of value being delivered by the Note Holder in connection with the exchange; and (c) there are no commissions or other remuneration being paid by Inpixon in connection with the exchange. 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. INPIXON: Will Acquire Indoor Mapping Company Jibestream ------------------------------------------------------- Inpixon has signed a definitive agreement to acquire Jibestream Inc., a provider of indoor mapping and location technology. Jibestream offers a full-featured geospatial platform that integrates business data with high-fidelity indoor maps to create smart indoor spaces. Jibestream states their solution is deployed in hundreds of buildings globally including numerous marque venues such as Mall of America, The Pentagon, Westfield World Trade Center, San Francisco International Airport, several Veteran Affairs hospitals and Mall of the Emirates. Jibestream was selected as a "Cool Vendor" by global research firm Gartner in the 2018 Cool Vendors in Location Services for Wayfinding report, and was named as a Top Geospatial Company in 2019 by Geoawesomeness. "The addition of Jibestream's mapping capabilities and technologies is a pivotal and transformative step in our mission to be the global leader for indoor data," said Nadir Ali, Inpixon CEO. "Our ability to provide a single indoor location platform that now provides mapping with what we believe is the most accurate positioning the market has to offer, comprehensive analytics that provide deep, meaningful insights for our customers, and the SDKs and APIs to fuel a thriving partner ecosystem sets us apart from competitors. Gradually, Inpixon's indoor location data platform will ingest data from various third party IoT sensors and databases in addition to its own proprietary sensors to deliver information critical to a multitude of industries and disciplines including marketing, customer experience, operations and security. Inpixon's depiction of indoor data will give each user a unique view of their indoor data, from wayfinding, visitor analytics and marketing campaigns to video camera integration and cybersecurity threat detection. Inpixon's analytics engine and artificial intelligence will continue to anonymize devices, ensuring privacy and security, as we deliver on our mission to do good with indoor data." "Over the last few months Inpixon has been focused on executing its strategic acquisition strategy allowing it to be able to significantly enhance its capabilities and strengthen its global partner network," continued Mr. Ali. "We have established new technology integration partnerships with marquee players, such as IBM and VMware, we've expanded our product line to offer entry-level solutions with IPA Wi-Fi and IPA Pod, and we've enhanced our technology portfolio with the addition of video management system integration and GPS technology allowing us to expand our solution offerings by seamlessly merging the indoors and outdoors." "Bringing Jibestream and Inpixon together is a winning combination that will be unprecedented in the market," commented Chris Wiegand, Jibestream CEO. "This acquisition will grant both companies access to a more comprehensive suite of products bringing even greater benefits to our customers and partners. Combined, we will have a unique and powerful portfolio with the potential to further our commitment to making the indoor world digitally addressable changing the way people live, work and play indoors." The proposed acquisition consists of a purchase price that includes a combination of cash and equity and is subject to customary closing conditions. Subject to the terms and conditions of the Purchase Agreement, Inpixon Canada Inc., a wholly owned subsidiary of Inpixon, will purchase all of the issued and outstanding shares of Jibestream in exchange for consideration consisting of: (i) C$5,000,000, plus an amount equal to all cash and cash equivalents held by Jibestream at the closing of the Transaction, minus, if a negative number, the absolute value of the Estimated Working Capital Adjustment (as defined in the Purchase Agreement), minus any amounts loaned by the Purchaser to Jibestream to settle any indebtedness or other fees, minus any cash payments to the holders of outstanding options to settle any in-the-money options, minus the deferred revenue costs of $150,000, and minus the costs associated with the audit and review of the financial statements of Jibestream required by the Purchase Agreement); plus (ii) a number of shares of common stock of Inpixon, par value USD$0.001, equal to C$3,000,000 divided by the lesser of (a) the price per share at which shares of Inpixon's common stock are issued in the Financing, and (b) the average closing price of Inpixon's common stock as reported or quoted by the Nasdaq Stock Market for the five trading days immediately preceding the Closing. To the extent that the Estimated Cash Closing Amount is a negative number, the number of Inpixon Shares will be reduced by the Estimated Cash Closing Amount divided by the Price Per Share. A full-text copy of the Share Exchange Agreement is available for free at: https://is.gd/3yamRm About Jibestream Jibestream -- http://www.jibestream.com/-- is a software company that specializes in merging the location dimension into enterprise solutions for real-time visual intelligence. The company's premier indoor mapping platform gives developers the tools to create tailored map-enabled web and mobile applications while having centralized management of all associated data. 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. JOERNS WOUNDCO: Landis, Proskauer Represent PineBrige Lenders ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Landis Rath & Cobb LLP and Proskauer Rose LLP provided notice that they are representing the PineBridge-Associated Second Lien Lenders in the Chapter 11 cases of Joerns Woundco Holdings, Inc., et al. In the summer of 2019, PineBridge Structured Capital Partners III, L.P., and PineBridge Structured Capital Partners Offshore III-A L.P. (both together, "PineBridge"), holders of obligations under that certain Second Lien Note Purchase Agreement dated as of March 15, 2017, engaged Proskauer Rose LLP to represent PineBridge and certain PineBridge-associated funds (such associated funds together with PineBridge, the "PineBridge-Associated Second Lien Lenders") in connection with a potential restructuring of Joerns Woundco Holdings, Inc., and its affiliated debtors (together, the "Debtors"). The PineBridge-Associated Second Lien Lenders subsequently retained Landis Rath & Cobb LLP ("LRC") as Delaware counsel when informed by the Debtors that they would pursue a reorganization in the U.S. Bankruptcy Court for the District of Delaware. Proskauer represents only the PineBridge-Associated Second Lien lenders and does not represent or purport to represent any entities other than the PineBridge-Associated Second Lien Lenders in connection with the Debtors' chapter 1l cases. Further, as of the date of this verified statement, LRC only represents the PineBridge-Associated Second Lien Lenders and does not represent or purport to represent any entities other than the PineBridge-Associated Second Lien Lenders in connection with the Debtors' chapter 11 cases. In addition, the PineBridge-Associated Second Lien Lenders, both collectively and through its individual members, do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. The individual entities comprising the PineBridge-Associated Second Lien Lenders hold claims or advise, sub-advise or manage accounts that hold claims against the Debtors arising from the Second Lien Note Purchase Agreement. In addition, PineBridge holds claims against the Debtors arising from the First Lien Credit Agreement. As of June 24, 2019, the Second Lien Lenders and their disclosable interests are: (1) Alliance United Company 200 East Randolph Street Suite 3300 Chicago, IL 60601 Attn: Jonathan Wilson * $2,775,585.31 in principal amount outstanding under the Second Lien Note Purchase Agreement (2) Nassau Life Insurance Company (FKA Phoenix Lifè Insurance Company) One American Row, H-l2 P.O. Box 5056 Hartford, CT 06102-5056 Attn: Paul M. Chute * $3,392,638.49 in principal amount outstanding under the Second Lien Note Purchase Agreement (3) PFCF, LLC 60 S 6th St. Suite 3900 Minneapolis, MN 55402 Attn: Kiel Luse * $8,326,755.92 in principal amount outstanding under the Second Lien Note Purchase Agreement (4) PHL Variable Insurance Company One American Row, H-12 P.O. Box 5056 Hartford, CT 06102-5056 Attn: Paul M. Chute * $2,158,532.13 in principal amount outstanding under the Second Lien Note Purchase Agreement (5) PineBridge Structured Capital Partners III, L.P. c/o PineBridge Investments LLC 399 Park Avenue, 4th Floor New York, NY 10022 Attn: Justin Steil * $9,299,889.33 in principal amount outstanding under the First Lien Credit Agreement * $59,521,648.82 in principal amount outstanding under the Second Lien Note Purchase Agreement (6) PineBridge Structured Capital Partners Offshore III-4, L.P. c/o PineBridge Investments LLC 399 Park Avenue, 4th Floor New York, NY 10022 Attn: Justin Steil * $852,828.31 in principal amount outstanding under the First Lien Credit Agreement * $5,458,316.13 in principal amount outstanding under the Second Lien Note Purchase Agreement (7) Trinity Universal Insurance Company 200 East Randolph Street Suite 3300 Chicago, IL 60601 Attn: Jonathan Wilson * $4,163,377.96 in principal amount outstanding under the Second Lien Note Purchase Agreement Co-Counsel for PineBridge Structured Capital Partners, III, LP and PineBridge Structured Capital Partners Offshore III-A, LP can be reached at: LANDIS RATH & COBB LLP Adam G. Landis, Esq. Kimberly A. Brown, Esq. 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 E-mail: landis@lrclaw.com brown@lrclaw.com - and - PROSKAUER ROSE LLP Charles A. Dale, Esq. Elliot R. Stevens, Esq. One International Place Boston, MA 02110-2600 Telephone: (617) 526-9600 Facsimile: (617) 526-9899 E-mail: cdale@proskauer.com estevens@proskauer.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/Joerns_WoundCo_99_Rule2019.pdf About Joerns WoundCo Holdings Joerns WoundCo Holdings, Inc. -- http://www.joerns.com/-- manufactures, distributes, and services healthcare beds, therapeutic surfaces, patient handling products, and negative pressure wound therapy devices, with a number of brands, including Ultracare XT bed frame and Hoyer lifts. Founded as the Joerns Brothers Furniture Company in 1889, the company entered the healthcare industry in 1960. Joerns and its affiliates have 130 distribution locations and other facilities located throughout the United States. The company is headquartered in Charlotte, N.C. and has approximately 1,100 employees in the United States. Joerns and 12 affiliates each filed petitions seeking voluntary relief under Chapter 11 of the Bankruptcy Code on June 24, 2019. The lead case is In re Joerns WoundCo Holdings, Inc. (D. Del. Lead Case No. 19-11401). The Debtors estimated assets on a consolidated basis of $100 million to $500 million and liabilities of the same range as of the bankruptcy filing. The Debtors tapped White & Case LLP as restructuring counsel; Fox Rothschild LLP as local restructuring counsel; Moelis & Company as investment banker and financial advisor; and Conway Mackenzie, Inc., as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. JONES LEASE: Walcott Trust Objects to Disclosure Statement ---------------------------------------------------------- Walcott Trust And Savings Bank, an Iowa banking corporation, objects to the Disclosure Statement explaining the Chapter 11 Plan filed by Jones Lease Properties. Walcott points out that at page 1 of the Disclosure Statement, Debtor asserts that unsecured creditors shall be paid "thirty seven point eight per cent" and then parenthetically sets forth (26.6%), the Debtor's counsel had been advised of this error, but as of the deadline for objections, the undersigned is unaware of any correction being filed. Walcott further points out that the real estate serving as collateral on Walcott's loans, was not improved; yet, the Debtor proceeded to utilize the as improved appraisal values to reduce the amounts due and owing to Walcott in its summary of estimated distribution to Walcott on page 13 of its Disclosure Statement. According to Walcott, the Debtor's summary, at page 13, also sets forth an inaccurate interest rate, which also differed from the interest rate set forth on page 56. Walcott submits that the disclosure statement does not provide adequate information from which Walcott, or any other creditor, can assess the feasibility of the plan, in fact, Walcott submits that based on the documentation as supplied at the end of the Debtor's disclosure statement, the projected repayment is not feasible. Walcott, believes that prior to approval of the plan that there should be a fair market value analysis of the true value of Jones Lease Properties, LLC's holdings. Attorney for Walcott Trust And Savings Bank: Candy K. Pastrnak, Esq. Pasternak Law Firm, P.C. 313 W. 3rd St. Davenport, IA 52801 Telephone: (563) 323-7737 Facsimile: (563) 323-7739 Email: ckpastrnak@pastrnak.com About Jones Lease Properties JP Rentals, LLC and Jones Lease Properties, LLC are a locally owned and operated rental property companies serving the Quad Cities and surrounding areas. As the source for rental living, they offer a wide variety of rental properties including apartment complexes, single family homes, townhomes, and duplexes. J.P. Apartments Cooperative, Jones Lease Properties, and J.P. Rentals, LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-02566, 18-02568, and 18-02569, respectively) on Nov. 26, 2018. In January 2019, the cases were transferred to the U.S. Bankruptcy Court for the Central District of Illinois and were assigned new case numbers (Case No. 19-80013 for J.P. Apartments; Case No. 19-80014 for Jones Lease; and Case No. 19-80015 for J.P. Rentals). In the petitions signed by Erik R. Jones, director, J.P. Apartments disclosed $4,765,888 in total assets and $4,689,693 in liabilities. The Debtors tapped Bradshaw, Fowler, Proctor & Fairgrave PC as their legal counsel; and GlassRatner Advisory & Capital Group, LLC, as their financial advisor and investment banker. The Skutch Arlow Group, LLC, as financial advisor. KK SUB II: Seeks to Hire Hoover Slovacek as Legal Counsel --------------------------------------------------------- KK Sub II LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas (Houston) to employ Hoover Slovacek LLP as counsel. KK Sub requires HSLLP to: a. assist, advise and represent Debtor relative to the administration of this chapter 11 case; b. assist, advise and represent Debtor in analyzing their assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of creditors; d. assist Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of Debtor before said Courts and the United States Trustee; g. handle litigation that arises regarding claims asserted against Debtor or their assets, including but not limited to disputes with amounts the Internal Revenue Service claims are owed; and, h. perform all other necessary legal services in this case. The hourly billing rates for Hoover Slovacek are: Edward Rothberg $500 Deirdre Carey Brown $400 Melissa Haselden $385 Curtis McCreight $335 Brendetta Scott $335 Mid-Level Associate $300 Vianey Garza $285 Legal Assistants/ Paralegals $125 On June 12, 2019, a retainer of $25,000 was provided to HSLLP by Kashika Aggarwal via wire transfer for the benefit of the Debtor, and on June 14, 2019, the remainder of $10,000 via wire transfer from Kashika Aggarwal for the benefit of the Debtor for a total retainer of $35,000 to Hoover Slovacek LLP. Deirdre Carey Brown, Esq., at Hoover Slovacek, attests that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Deirdre Carey Brown, Esq. Hoover Slovacek LLP Galleria II Tower 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713.977.8686 Fax: 713.977.5395 E-mail: Haselden@hooverslovacek.com About KK Sub II LLC Based in Houston, Texas, KK Sub II LLC filed a voluntary petition under Chapter 11 of Title 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33366) on June 17, 2019, listing under $1 million in both assets and liabilities. Deirdre Carey Brown, Esq. at Hoover Slovacek LLP is the Debtor's counsel. LB STEEL: Aug 6 Hearing on Disclosure Statement ----------------------------------------------- On August 6, 2019 at 9:30 a.m., LB Steel, LLC, will appear before the Honorable Janet S. Baer, or any other Judge sitting in her stead, and will present the Joint Motion of the Debtor and the Official Committee of Unsecured Creditors for an Order Approving (I) Procedures for Approval of the Disclosure Statement and Solicitation and Confirmation of Proposed Joint Plan of Liquidation; (II) Form of Ballots; and (III) Scheduling Hearing Dates and Deadlines. Voting Deadline with respect to the Plan is September 9, 2019 at 5:00 p.m. (Central Daylight Time). Deadline for Objections to Adequacy of Disclosure Statement and Confirmation of Plan: September 9, 2019 at 5:00 p.m. (Central Daylight Time). Deadline for Plan Proponents to File Report of Voting is September 16, 2019 at 5:00 p.m. (Central Daylight Time). Deadline for Plan Proponents to Reply to Objections to Adequacy of Disclosure Statement and Confirmation of Plan: September 16, 2019 at 5:00 p.m. (Central Daylight Time) Plan Confirmation and Disclosure Statement Hearing (the “Joint Hearing”): September 19, 2019 at 9:30 a.m. (Central Daylight Time) Class 1 Claims: Class 1 consists of all Allowed General Unsecured Claims except the Class 2 Claim. Class 1 Claims are impaired under the Plan and no interest will accrue on them. The Holders of Class 1 Claims will receive their Pro Rata share of Net Proceeds from the Litigation Actions. The total anticipated recovery from the Litigation Actions is estimated as approximately $3,000,000. The Class 1 Claims total approximately $16,000,000. Class 2 Claim: The Class 2 Claim consists of the Allowed Walsh Claim. The Class 2 Claim is impaired by the Plan, and no interest will accrue on the Class 2 Claim. Walsh Construction Company, the Holder of the Class 2 Claim, will receive its Pro Rata share of Net Proceeds from the Litigation Actions after the Distribution Event. Following the Distribution Event, the General Unsecured Claims and the Walsh Claim shall be treated as a single class for determining each Class 1 and Class 2 Claims' Pro Rata share of Net Proceeds from the Litigation Actions. The total anticipated recovery on the Walsh Claim is uncertain. The Allowed Walsh Claim is $24,132,650. Class 3 Interests: Class 3 consists of the Interests in the Debtor. Class 3 Interests are impaired by the Plan. Holders of Class 3 Interests will receive no distribution under the Plan, and all Class 3 Interests will be cancelled and rendered void on the Effective Date. The Plan will be funded by the continued prosecution of the Litigation Actions and the Debtor's cash on hand. The total recovery from the Litigation Actions is estimated to be approximately $3,000,000. A full-text copy of the Disclosure Statement dated July 8, 2019, is available at https://tinyurl.com/y5crwdxw from PacerMonitor.com at no charge. Counsel to the Debtor are Daniel A. Zazove, Esq., and David J. Gold, Esq., at Perkins Coie LLP, in Chicago, Illinois. Counsel to the Committee are Rosanne Ciambrone, Esq., and Richard P. Darke, Esq., at Duane Morris LLP, in Chicago, Illinois. About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor has engaged Perkins Coie LLP as counsel; Nisen & Elliott, and Crane Heyman Simon Welch & Clar, both as special counsel; Livingstone Partners LLC as investment banker; and Garden City Group LLC as notice, claims and balloting agent. Judge Janet S. Baer is assigned to the case. The Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Janco Steel LTD, Welding Industrial Supply Co., SSAB Americas, The Walsh Group and EVRAZ North America. The unsecured creditors' committee has engaged Duane Morris LLP as counsel, and Honigman Miller Schwartz and Cohn LLP as special counsel. LK BENNETT: Seeks to Hire John J. Arlotta as Tax Advisor -------------------------------------------------------- L.K. Bennett U.S.A, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire John J. Arlotta, Jr., Certified Public Accountant as its tax advisor. The Debtor seeks to retain Arlotta CPA to provide tax services as needed through the remainder of its Chapter 11 case, including the preparation of its final corporate income taxes for the past two years. Arlotta CPA intends to charge the Debtor a fixed fee of $13,250 fee for the tax services, due upon commencement of services, plus expenses. John A. Arlotta Jr., sole owner of John J. Arlotta, Jr., Certified Public Accountant, assures the court that his firm is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code. The accountant can be reached at: John J. Arlotta, CPA PC Accountants 36 Maple Street Garden City, NY 11530 Phone: 516-746-0375 About L.K. Bennett U.S.A, Inc. L.K. Bennett U.S.A, Inc. manufactures and sells apparel and accessories for women. The company was founded in 2010 and is based in New York, New York. The Debtor is the subsidiary and United States operations of luxury fashion brand L.K. Bennett, Ltd. L.K. Bennett U.S.A, Inc. filed with this Court a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Case no. 19-10760) on April 3, 2019. Stuart M. Brown at DLA Piper LLP (US) represents the Debtor as counsel. LK BENNETT: Taps David L. Moss as Special Real Estate Counsel ------------------------------------------------------------- L.K. Bennett U.S.A, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire David L. Moss & Associates as special real estate counsel to the Debtor. When the Debtor became party to litigation regarding the real property lease of premises supporting its brick-and-mortar retail operations and headquarters in New York, it engaged Moss & Associates as counsel pursuant to the Retainer Agreement dated April 4, 2018. The Debtor seeks to retain Moss & Associates as special real estate counsel to continue and conclude the real estate litigation and the reconciliation of any resulting claims. The firm intends to apply to the court for payment of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, as well as any additional procedures that may be established by the bankruptcy court. Jordan J. Tapia, associate at Moss & Associates, attests that his firm is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code. The firm can be reached at: Jordan J. Tapia, Esq. David L. Moss & Associates, LLC 370 Lexington Ave. #2102 New York, NY 10017 Phone: (212) 566-6780 About L.K. Bennett U.S.A, Inc. L.K. Bennett U.S.A, Inc. manufactures and sells apparel and accessories for women. The company was founded in 2010 and is based in New York, New York. The Debtor is the subsidiary and United States operations of luxury fashion brand L.K. Bennett, Ltd. L.K. Bennett U.S.A, Inc. filed with this Court a voluntary petition for relief under the Bankruptcy Code (Bankr. D. Del. Case no. 19-10760) on April 3, 2019. Stuart M. Brown at DLA Piper LLP (US) represents the Debtor as counsel. LUMEE LLC: U.S. Trustee Forms 3-Member Committee ------------------------------------------------ The Office of the U.S. Trustee on July 12 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of LuMee LLC. The committee members are: (1) United Global Services (NY) Corp. c/o Georgia Grant 20 North Central Avenue #2B Valley Stream, NY 11580 Telephone: (516) 256-0808 Facsimile: (516) 256-3088 Email: georgia.grant@ugslogistics.com (2) Vectra Management Group c/o Farran Tozer Brown 136 Heber Avenue, Suite 204 Park City, UT 84060 Telephone: (435) 901-4344 Email: ftozerbrown@vectra.com (3) Windy Place, Inc. c/o Cindy Gantz 4111 E. Madison St., #268 Seattle, WA 98112 Telephone: (917) 545-0986 Email: cindygantz@mac.com Attorney for Windy Place, Inc. Jay Kornfeld 601 Union Street, #5000 Seattle, WA 98101 Telephone: (206) 292-2110 Facsimile: (206) 292-2104 Email: jkornfeld@bskd.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 LuMee LLC LuMee LLC -- https://www.lumee.com/ -- designs, manufactures, and sells illuminated smart phone cases and other mobile accesories. LuMee LLC filed its petition for relief under chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 19-24752) on June 28, 2019. In the petition signed by Angela Shoemake, president and COO, the Debtor estimated $100,000 to $500,000 in assets and $4.2 million in liabilities. Brian M. Rothschild, Esq. at Parsons Behle & Latimer represents the Debtor as counsel. The case is assigned to Judge William T. Thurman. LYNWOOD HOLDINGS: Aug. 7 Plan Outline Hearing Set ------------------------------------------------- Bankruptcy Judge Rebecca B. Connelly is set to hold a hearing on August 7, 2019 at 3:00 PM to consider approval of Lynwood Holdings, Inc.'s disclosure statement. July 31, 2019 is fixed as the last date for filing and serving written objections to the disclosure statement. The Troubled Company Reporter previously reported that unsecured creditors’ recovery is unknown under the plan. A full-text copy of the Joint Disclosure Statement dated June 27, 2019, is available at https://tinyurl.com/y593837m from PacerMonitor.com at no charge. About Lynwood Holdings Inc. Based in Front Royal, Virginia, Lynwood Holdings, Inc. and its affiliate filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Lead Case No. 18-50784) on Aug. 31, 2018, estimating $1 million to $10 million in assets and liabilities. The petitions were signed by Walt L. Moyer, president. The Hon. Rebecca B. Connelly is the case judge. Lynn Lewis Tavenner at Tavenner & Beran, PLC, is the Debtors' counsel. MAIREC PRECIOUS: Allen Hickman Resigns as Committee Member ---------------------------------------------------------- John Fitzgerald III, acting U.S. trustee for Region 4, on July 12 announced that Allen Hickman resigned from the official committee of unsecured creditors in the Chapter 11 case of Mairec Precious Metals U.S., Inc. The remaining members of the committee are: (1) Eliza Goldberg Commerzbank AG 225 Liberty St. Fl. 32 New York, NY 10281 (212) 895-6572 (212) 208-6012 (fax) eliza.goldberg@commerzbank.com (2) Doug Meece 366 Processing Service, Inc. 5115 Highway 80 Somerset, KY 42501 dmeece@366international.com (3) Joseph B. Davis Davis Recycling, Inc. P.O. Box 1022 Johnson City, TN 37605 (423) 677-1391 ben@davisconverters.com (4) Michael Novellino Unicredit Ba nk, AG 150 East 42nd Street New York, NY 10017 (212) 672-6006 (212) 672-5515 (fax) michael.novellino@unicredit.eu 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 Mairec Precious Metals U.S. Mairec Precious Metals U.S., Inc., specializes in the recovery of precious metals including gold, silver, platinum, palladium or rhodium from various materials containing them. The Company collects and recycles car catalysts, industrial catalysts, electronic scrap, various sweeps and concentrates and other industrial waste. Mairec Precious Metals U.S. filed for Chapter 11 bankruptcy protection (Bankr. D.S.C. Case No. 19-01198) on March 1, 2019. In the petition signed by David M. Baker, chief restructuring officer, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The case has been assigned to Judge Helen E. Burris. The Debtor tapped McCarthy, Reynolds, & Penn, LLC as its counsel, and SSG Advisors, LLC, as its investment banker. The Office of the U.S. Trustee appointed a committee of unsecuredcreditors on March 13, 2019. The committee is represented by Beal, LLC. Janet B. Haigler was appointed Chapter 11 trustee for the Debtor on May 17, 2019. The Trustee is represented by Haynsworth Sinkler Boyd. MASONITE INTERNATIONAL: S&P Rates US$500MM Sr. Unsecured Notes 'BB+ ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Masonite International Corp.'s proposed US$500 million senior unsecured notes due 2028. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in its hypothetical default scenario. The company intends to use the proceeds to repay US$500 million of its existing 5.625% senior unsecured notes due 2023. The transaction is leverage neutral, but improves the company's maturity profile with no debt due over the next five years. S&P said, "We continue to expect Masonite's adjusted debt-to-EBITDA ratio to be in the mid-2x area in 2019 and 2020. We believe unit-price increases and efficiency gains from the restructuring initiatives should enable the company to offset the slowdown in U.S. housing starts. At the same time, we believe the company can manage its discretionary spending to maintain leverage below 3x. Accordingly, all of our ratings on Masonite are unchanged, including our 'BB+' long-term issuer credit rating." The outlook is stable. Recovery Analysis Key analytical factors -- S&P is assigning a '3' recovery rating to the company's proposed senior unsecured notes, which corresponds with meaningful (50%-70%; rounded estimate: 60%) recovery and an issue-level rating that is the same as the issuer credit rating. The proposed notes will rank pari passu with Masonite's existing senior unsecured notes. -- S&P's simulated default scenario contemplates a default in 2024, stemming from a severe demand downturn in the company's end markets, heightened competition, and margin erosion caused by an unexpected increase in material costs. In this scenario, Masonite is no longer able to fund its fixed charges, defaults on its financial obligations, and is restructured as a going concern. -- S&P's recovery analysis assumes a reorganization value for the company of slightly more than US$700 million, reflecting emergence EBITDA of about US$120 million and a 6x multiple (consistent for rated peer companies). S&P's EBITDA assumption contemplates a rebound in profitability following a cyclical downturn that would force the company to default with its current capital structure. -- In a hypothetical bankruptcy scenario, S&P assumes the company's US$250 million asset-backed lending revolving credit facility is 60% drawn. -- Based on these assumptions, S&P expects that in a default scenario, secured lenders will be fully covered and the remaining net enterprise value is almost exclusively available for senior unsecured noteholders. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: US$120 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): US$675 million -- Valuation split in % (obligors/non-obligors): 100/0 -- Priority claims: US$155 million -- Total value available to unsecured claims: US$525 million -- Senior unsecured debt and pari passu claims: About US$825 million -- Recovery expectations: 50%-70% (rounded estimate: 60%) All debt amounts include six months of prepetition interest. Ratings List Masonite International Corp. Issuer Credit rating BB+/Stable/-- New Rating Masonite International Corp. Senior Unsecured US$500 mil bank ln due 2028 BB+ Recovery Rating 3(60%) MCGRAW-HILL GLOBAL: S&P Withdraws Prelim B+ Rating on 1st-Lien Debt ------------------------------------------------------------------- S&P Global Ratings withdrew its preliminary 'B+' issue-level rating and preliminary '2' recovery rating on McGraw-Hill Global Education Holdings LLC's previously announced $3.7 billion of first-lien debt. All of S&P's other ratings on the company remain unchanged. S&P said, "We assigned our preliminary ratings to the company's proposed first-lien debt on May 1, 2019, in connection with McGraw-Hill Education, Inc. and Cengage Learning Holdings II Inc.'s pending all-stock merger. The issuers' two existing TLBs were to be combined into one term loan and the maturity extended to 2024. The company has since decided to delay the amend and extend financing transaction. Therefore, the company did not execute the amendment on the proposed $3.7 billion of first-lien debt. We still expect the merger to close in early 2020, pending regulatory approval, and anticipate that the company will announce another financing transaction in the coming months. McGraw-Hill Global Education Holdings LLC, the issuer of the proposed first-lien debt, is a subsidiary of parent McGraw-Hill Education Inc." Ratings List Not Rated Action To From McGraw-Hill Global Education Holdings LLC Senior Secured NR B+(prelim) Recovery Rating NR 2(85%)(prelim) MINESEN COMPANY: Taps Choi & Ito as Legal Counsel ------------------------------------------------- The Minesen Company seeks authority from the United States Bankruptcy Court for the District of Hawaii to employ Choi & Ito as its legal counsel. Minesen requires Choi & Ito to: (a) advise the Debtor with respect to the requirements and provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, United States Trustee Guidelines and any other bankruptcy‐related laws, rules or regulations which may affect the Debtor; (b) assist the Debtor in the analysis of bankruptcy‐related options, preparation of a disclosure statement and formulation of a Chapter 11 plan of reorganization; (c) advise the Debtor concerning the rights and remedies of the estate and of the Debtor in regard to adversary proceedings which may be removed to, or initiated in, the bankruptcy court; and (d) represent the Debtor in any proceeding or hearing in the bankruptcy court in any action where the rights of the estate or the Debtor may be litigated, or affected. Within one year prior to the Debtor's bankruptcy filing, the firm received $16,937.17 from the Debtor for services rendered prior to the Debtor's Chapter 11, including work in anticipation of the bankruptcy filing. The firm is holding a retainer balance in the amount of $33,062.83, as of the petition date. Ms. Ito, Esq., a partner at Choi & Ito, disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtor's estate. Choi & Ito can be reached through: Chuck C. Choi, Esq. Allison A. Ito, Esq. 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel.: (808) 533-1877 Fax: (808) 566-6900 E-mail: cchoi@hibklaw.com aito@hibklaw.com About The Minesen Company The Minesen Company -- innatschofield.com -- owns a transient military lodging facility at Schofield Barracks in central Oahu known as the Inn at Schofield Barracks. Amenities include queen-sized beds, coffee maker, refrigerator, microwave, television, Internet, air conditioning, laundry, and 24-hour convenience store. The Minesen Company dba Inn at Schofield Barracks sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Haw. Case No. 19-00849) on July 4, 2019. In the petition signed by Max Jensen, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $10 million in liabilities. Chuck C. Choi, Esq. at CHOI & ITO represents the Debtor as counsel. MORNINGSIDE MINISTRIES: Fitch Affirms BB+ on $46.6MM Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed the following bonds issued by the New Hope Cultural Education Facilities Finance Corporation on behalf of Morningside Ministries at 'BB+': -- $46.6 million first mortgage revenue bonds, series 2013. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of all revenues, first mortgage on all assets and a debt service reserve fund. KEY RATING DRIVERS IMPROVING PERFORMANCE: MM's operations remained weak in fiscal 2018 with a net operating margin (NOM) of 1.5% and operating ratio of 103.6%. The closure of MM's Chandler Estate community had a significant negative impact on 2018 results, but is expected to help stabilize MM's future operations. Going forward, Fitch expects management to continue its strategic plan to restore profitability through renovation of the Meadows' campus, additional cost reductions and increased marketing that produces occupancy improvement, particularly at the Meadows independent living and Kaulach Assisted Living facilities. Three month interim results show good improvement compared with fiscal 2018 results with a 7% NOM and 101.5% operating ratio. ADEQUATE LIQUIDITY FOR RATING: At March 31, 2019, MM had $44.9 million in unrestricted cash and investments, equal to 445 days cash on hand (DCOH) and 61.2% cash to debt, well above Fitch's below investment grade (BIG) medians of 292 days and 32.1%. MM's liquidity position is expected to weaken in the near future, but should remain adequate for the rating as Kaulbach Assisted Living at Morningside Manor will be undergoing a major renovation that will cost approximately $6 million. The renovation project is viewed favorably as it will improve the marketability of the facility. MANAGEABLE LONG-TERM LIABILITY PROFILE: Fitch views the loss of revenues from the Chandler Estates closure as manageable when viewed in the light of the community's debt burden. MM's maximum annual debt service (MADS) of $5.32 million in fiscal 2018 is moderate at 11.6% of fiscal 2018 revenue. Successful fill of MM at Menger Springs' Overlook expansion project has helped to moderate MM's debt burden as a result of additional monthly service fees from new units. Moreover, good net entrance fees in 2018 produced a solid debt to net available of 7.9x as of Dec. 31, 2018. ASYMMETRIC RISK FACTORS: There are no asymmetric risk factors affecting this rating determination. RATING SENSITIVITIES STRATEGIC PLAN EXECUTION: Fitch expects a moderate decline in MM's liquidity position as a result of the Kaulbach Assisted Living renovation. If MM is able to improve its census and coverage levels and grow its liquidity metrics, there could be upward rating movement. Conversely, continued weak operating performance and occupancy challenges or higher liquidity deterioration than expected could pressure the rating. LONG-TERM LIABILITY GROWTH: A significant increase in debt without commensurate earnings and liquidity growth could pressure the current rating. CREDIT PROFILE MM operates two senior living communities in the greater San Antonio, TX metropolitan area subsequent to the 2018 closure of its Chandler Estate campus. MM at Menger Springs is a retirement community consisting of 93 rental ILUs, 40 entrance fee independent living unit (ILU) cottages, 68 entrance fee ILUs in the Overlook Expansion, 48 assisted living units (ALU), 42 memory care units and 40 skilled nursing facility (SNF) beds located in Boerne, TX. MM at the Meadows includes 142 rental ILUs, 67 ALUs and 170 SNF beds. MM closed its Chandler Estate campus effective Feb. 28, 2018 after a sustained period of low occupancy and operating losses. Residents were relocated to the Meadows and Menger Springs, as well as to other campuses. The Chandler assets continue to be a part of the Obligated Group and MM is evaluating property repurposing options. ILU residents that have entrance fee contracts are typically 90% refundable agreements with a limited amount of health care services. MM also operates a pharmacy, a training institute, and a home care service, mmCare LLC. In fiscal 2018 (Dec. 31 year-end), MM had total operating revenue of $40.8 million. IMPROVING PERFORMANCE MM's operating performance has been weak over the past several years primarily as a result of softer occupancy and pressure on governmental reimbursement, particularly Medicaid. Though operational improvement initiatives continued in 2018, non-recurring expenses related to the closure of the Chandler Estate campus produced a weak NOM of 1.5% and operating ratio of 103.6% in 2018 - unfavorable to Fitch's BIG medians of 5.1% and 101.6%. Though operational losses at the Chandler Estates campus have now been contained and total census across the full system improved in fiscal 2018 to 87% from 82%, management remains focused on cost reductions to restore profitability. Recent initiatives include a reduction of employees at the corporate office, cutting agency staffing through aggressive recruiting and retention practices as well as the improvement in employee productivity at the Meadows SNF. Three month interim results show good progress as the 7% NOM and 101% operating ratio were very favorable to fiscal 2018 metrics. Campus-wide occupancy at the Meadows continued to be soft at 78% in fiscal 2018. While ILU and ALU occupancy improved slightly from 2017 to 2018, SNF occupancy at the Meadows weakened significantly averaging 81% in 2018 and 68% in the fourth quarter of 2018. The trend of ILU residents aging in place and heightened competition remains a challenge for MM overall. Fitch views the control of Medicare patient utilization for short-stay rehabilitation patients by managed care organizations and health systems as a contributing factor to the soft occupancy. Management is working to improve SNF census at the Meadows by hiring new clinical liaisons as well as a new admissions director who they believe will help to strengthen referrals from local hospitals and increase Medicare short-stay occupancy. MM also plans to leverage their long standing and strong reputation in the community as well as facility improvements and increased marketing to grow occupancy at the Meadows campus. A $6 million repositioning of the Kaulbach Assisted Living building at the Meadows campus is expected to begin in 2019. The repositioning will be a complete renovation of the building from individual units to hallways and common spaces. Once completed, the building is expected to have fewer apartments than currently available and therefore, management is actively keeping assisted living census at a level that will be appropriate for the building once the renovation is complete. Fitch views this positively as growing assisted living occupancy at the aging Meadows assisted living facility had already been a challenge and the renovated facility will not only improve marketability, but should also allow the facility to improve rates and increase profit margins. MM has a high level of exposure to skilled nursing (41% of fiscal 2018 net revenues) and Medicare and Medicaid payors (22% and 46% respectively of fiscal 2018 SNF revenues). Exposure to governmental payors poses occupancy challenges and revenue reimbursement risk. The Medicare business model is subject to transformation and revenue reimbursement initiatives (e.g., bundled payment programs) as well as shorter lengths of stay, although it currently remains a strong payor. The Medicaid program exposes MM to payment fluctuations in relation to governmental budget pressures. MM continues to implement strategies to reduce revenue reimbursement risk associated with governmental payors. Occupancy at MM's Menger Springs campus was very strong across the continuum of care as ILU, ALU, memory care and SNF occupancy averaged 96%, 98%, 99% and 91%, respectively. Fitch expects Menger Springs to maintain robust occupancy that produces consistent revenue for the system. ADEQUATE LIQUIDITY MM's liquidity position is adequate with approximately $45 million of unrestricted cash and investments as of March 31, 2019, translating to 445 DCOH and 61.2% cash to debt. This level of unrestricted cash is sufficient for a retirement community with mostly rental and fee-for-service resident agreements. A pro forma calculation that removes $6 million in unrestricted cash and investments for the renovation project shows DCOH at 385 days and cash to debt at 53% - stronger than the BIG category medians of 292 days and 32.1%. Fitch notes that management continues to consider potential renovation/construction projects, in addition to the Kaulbach Assisted Living project, to position the Meadows campus to be sustainable and competitive for the future. A significant increase in debt without commensurate liquidity growth would negatively pressure the adequacy of MM's cash position for the current rating. MANAGEABLE LONG-TERM LIABILITY PROFILE MM has $73.3 million of long-term debt outstanding. Though the closure of Chandler Estates resulted in a loss in revenue, successful fill of MM at Menger Springs' Overlook expansion project has helped to moderate MM's debt burden as a result of additional monthly service fees from new units. Fiscal 2018 MADS of $5.32 million was still manageable at 11.6% of 2018 revenue and debt to net available was a solid 7.9x. MM may issue new debt in the medium term to fund capital improvements at the Meadows campus. Management has not communicated the approximate scope of its plans as the master plan for the campus is still underway. MM also expects to refinance its $30 million short-term loan to match the service life of the Menger Springs expansion project. The new debt issuance has the potential to weaken MM's long-term liability profile. Fitch will assess the impact of the new debt on the rating as additional information becomes available. OLIN CORP: S&P Affirms 'BB+' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed the 'BB+' issuer credit rating on Olin Corp. and 'BB+' issue-level ratings on its existing senior unsecured debt. The recovery ratings remain '3'. Once fully repaid (expected in the fourth quarter of 2020), S&P expects to withdraw the issue-level ratings on the $720 million and $500 million unsecured notes due 2023 and 2025, respectively. At the same time, S&P assigned 'BB+' issue-level and '3' recovery ratings to the proposed unsecured credit facilities and unsecured notes. The '3' recovery rating reflects its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The rating actions follow the announcement that the company will be refinancing its capital structure by issuing $2 billion in new unsecured credit facilities and $750 million in unsecured notes. S&P said, "We expect the company to use the note proceeds primarily to pay down its accounts-receivable securitization facility, and remaining term loan A due 2022. In addition, we expect Olin will draw on its $1.2 billion delayed draw term loan around October 2020, when the company's higher interest rate 9.75% and 10% unsecured notes are first callable. We believe these transactions will lead to a meaningful cash interest savings, and thus lead to improving cash flows and credit measures." S&P said, "The stable outlook reflects our expectation that Olin will generate modestly lower EBITDA in 2019 compared to 2018, before rebounding in 2020. This is driven primarily by full-year 2019 caustic prices, which we expect to remain below 2018 levels. Beyond 2019, we forecast that EBITDA will gradually improve due to increasing chlorine and caustic soda prices, largely because of minimal new capacity coming online and increasing demand stemming from global GDP growth, a solid housing market in the U.S., and higher industrial production. Our base-case scenario assumes 2019-2020 U.S. natural gas prices of $2.75/million Btu, U.S. housing starts of 1.3 million annually, and U.S. GDP growth of 2.5% and 1.8% in 2019 and 2020, respectively. We expect credit measures in 2020 to improve due to stronger industry conditions, lower interest expense, and our expectation that the company will generate sufficient free cash flow that it will prioritize for reducing debt. In our base-case scenario, we expect the company will maintain FFO to debt in the 20%-30% range. "We could raise the rating to investment grade within the next 12 months if caustic soda, chlorine, and epoxy prices increase more rapidly than we currently project, resulting in revenues 10% higher and EBITDA margins at least 250 basis points (bps) greater than our base-case expectation. We could also raise the rating if the company generates free cash flow faster than we project in our base-case scenario and it is prioritized toward debt repayment, resulting in lower debt levels and significantly better leverage measures. To consider raising the rating, we would expect FFO to debt to remain in the higher end of the 30%-45% range, pro forma for acquisitions. Of equal importance, we would need to gain clarity that the company's financial policies would remain supportive of maintaining credit metrics that we consider to be appropriate for an investment-grade rating, even after factoring in future downturns. "We could lower the rating by one notch within the next 12 months if key product prices such as chlorine, caustic soda, or epoxy significantly decline, which could happen if the U.S. housing market and industrial production are much weaker than we expect. We could also consider a downgrade if natural gas (a key input for the company) prices are significantly higher than expected or if the company experiences unplanned outages that reduce operating rates. Specifically, we could consider a lower rating if revenues were moderately weaker than we project, combined with at least a 250-bps drop in EBITDA margins, causing weighted-average pro forma FFO to debt to drop below 20%, with no prospects for improvement. We could also consider a lower rating if the company does not maintain financial policies that we consider commensurate with the current rating, including completing additional large debt-funded acquisitions or shareholder rewards." PERFORMANCE FOOD: Moody's Affirms Ba2 CFR & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Investors Service affirmed Performance Food Group, Inc.'s Corporate Family Rating at Ba2, Probability of Default Rating at Ba2-PD and senior unsecured notes rating at B1. In addition, Moody's affirmed PFG's SGL-2 Speculative Grade Liquidity rating. The outlook was changed to negative. "The change in outlook to negative reflects the increased leverage and execution risk associated with its announced purchase of Reinhart Holdings" stated Christina Boni, Moody's Senior Credit Officer. "Although we anticipate the proposed acquisition will increase the company's scale significantly with combined sales of approximately $30 billion, prioritizing debt reduction and a successful integration will be required to improve credit metrics significantly. Affirmations: Issuer: Performance Food Group, Inc. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba2 Senior Unsecured Notes, Affirmed B1 (LGD5 from LGD6) Outlook Actions: Issuer: Performance Food Group, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Performance Food Group, Inc. Ba2 rating benefits from being the third largest food service provider in the US, greater business diversification provided by its candy, snacks, and beverages segment, moderate financial policy and good liquidity. Its recently announced $2 billion acquisition of Reinhart Foodservice from Reyes Holdings for approximately 10.6x EBITDA (pre-synergies) will increase its scale to approximately $30 billion in net sales and increase its density in existing markets. Despite the strategic benefits of the transaction and its intention to finance approximately $300-400 million of the purchase price with common equity, leverage will be elevated above its downward trigger of 3.75x EBITDA. The proposed purchase, which is its largest in recent history, will require solid integration and the deploying of free cash flow to debt reduction to return leverage to more appropriate levels for the rating. PFG is also constrained by its more modest operating margins versus its larger peers, and its acquisitive business strategy. The negative outlook reflects Moody's view that PFG's credit metrics will remain elevated as the company integrates both the proposed Reinhart purchase and the recently closed acquisition of Eby Brown. The outlook also reflects the risks associated with integrating these assets and the need to prioritize debt reduction over acquisitions to return leverage to below 3.75x. Factors that could lead to an upgrade include a sustained improvement in earnings while maintaining a balanced financial policy that results in debt to EBITDA of under 3.0 times and EBITA to interest above 4.25 times on a sustained basis. Factors that could lead to a downgrade include a steady deterioration in operating performance, a longer than anticipated timeframe for the integration of announced acquisitions or the adoption of a more aggressive financial policy that does not prioritize near term debt reduction that results in debt to EBITDA sustained above 3.75 times or EBITA to interest falling below 3.25 times. A sustained deterioration in liquidity for any reason could also lead to a downgrade. Performance Food Group, Inc., a wholly owned subsidiary of Performance Food Group Company headquartered in Richmond, Virginia, is a food distributor with annual revenues of approximately $18 billion and about $30 billion pro forma for the acquisition of Eby Brown and the proposed purchase of Reinhart Foodservice. PG&E CORPORATION: Willkie, Diemer Updates Claim Holders ------------------------------------------------------- In the Chapter 11 cases of PG&E Corporation and Pacific Gas Electric Company, the law firms of Willkie Farr & Gallagher LLP and Diemer & Wei, LLP, filed a second amended verified statement pursuant to F.R.B.P. Rule 2019 to provide an updated list of the ad hoc group of subrogation claim holders. The ad hoc group of subrogation claim holders ("Ad Hoc Subrogation Group") are comprised of at least 110 entities that hold liquidated and unliquidated insurance subrogation claims against PG&E Corporation and Pacific Gas and Electric Company, relating to certain California wildfires and other claims. As of July 3, 2019, members of the Ad Hoc Subrogation Group with the largest subrogation claims are: (1) Allianz Global Corporate & Specialty 1 Progress Point Parkway, Ste. 200 O’Fallon, MO 63368 * Wildfire Related Subrogation Claims: $98,459,917.87 * Senior Notes: $5,390,500.00 (2) Allstate Insurance Company and certain affiliates 2775 Sanders Road, Suite A2E Northbrook, IL 60062 * Wildfire Related Subrogation Claims: $767,827,493.00 * Senior Notes: $37,285,000.00 * Other Claims: $3,670,307.98 (3) Certain affiliates of American International Group, Inc. 175 Water Street New York, NY 10038 * Wildfire Related Subrogation Claims: $333,299,328.37 (4) Certain affiliates of United Services Automobile Association 9800 Fredericksburg San Antonio, TX 78288 * Wildfire Related Subrogation Claims: $532,829,646.00 * Senior Notes: $20,000,000.00 * Other Claims: $38,000 (5) American Reliable Insurance Company P.O. Box 6099 Scottsdale, AZ 85261 * Wildfire Related Subrogation Claims: $96,794,363.29 (6) ASI Select Insurance Corp. 1 ASI Way N St. Petersburg, FL 33702 * Wildfire Related Subrogation Claims: $14,167,681.01 (7) Mercury Insurance and certain affiliates 555 W. Imperial Highway Brea, CA 92821 * Wildfire Related Subrogation Claims: $63,489,833.00 (8) Amica Mutual Insurance Company 100 Amica Way Lincoln, RI 02865 * Wildfire Related Subrogation Claims: $35,014,454.00 (9) California Casualty Indemnity Exchange 1875 S. Grant Street, Ste. 800 P.O. Box M San Mateo, CA 94402 * Wildfire Related Subrogation Claims: $43,856,179.39 (10) California Fair Plan Association 3425 Wilshire Boulevard, Suite 1200 Los Angeles CA 90010 * Wildfire Related Subrogation Claims: $52,854,129.09 Willkie represents only the Ad Hoc Subrogation Group. Willkie does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Each member of the Ad Hoc Subrogation Group is aware of, and has consented to, Willkie's "group representation" of the Ad Hoc Subrogation Group. No member of the Ad Hoc Subrogation Group represents or purports to represent any other entities in connection with the chapter 11 cases. Counsel to Ad Hoc Group of Subrogation Claim Holders can be reached at: WILLKIE FARR & GALLAGHER LLP Matthew A. Feldman, Esq. Joseph G. Minias, Esq. Daniel I. Forman, Esq. 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 E-mail: mfeldman@willkie.com jminias@willkie.com dforman@willkie.com - and - DIEMER & WEI, LLP Kathryn S. Diemer, Esq. 100 West San Fernando Street, Suite 555 San Jose, CA 95113 Telephone: (408) 971-6270 Facsimile: (408) 971-6271 E-mail: kdiemer@diemerwei.com A copy of the Rule 2019 filing from PacerMonitor.com is available at http://bankrupt.com/misc/PGE_Corporation__2862_Rule2019.pdf http://bankrupt.com/misc/PGE_Corporation__Exhibit_2862_Rule2019.pdf About PG&E Corp PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The creditors' committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. PHI INC: Disclosure Statement OK'd, July 30 Confirmation Hearing ---------------------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of PHI, Inc., and its debtor affiliates is approved. The hearing to consider confirmation of the Plan is scheduled for 9:00 a.m. (CDT) on July 30, 2019, in 1100 Commerce Street, 14th Floor, Courtroom 3, Dallas, TX 75242. Any objections to confirmation of the Plan or proposed modifications to the Plan, if any, must be filed and served not later than 5:00 p.m. (CDT) on July 19, 2019. Deadline to File Confirmation Brief and Replies to Objections is on July 26, 2019. Rule 3018(a) Motion Deadline is on July 9, 2019 at 5:00 p.m. CDT. Voting Deadline is on July 19, 2019 at 5:00 p.m. CDT. Deadline to File Voting Report is on July 29, 2019. About PHI Inc. PHI, Inc. -- http://www.phihelico.com/-- is a provider of helicopter transportation services in the oil and gas industry, primarily transporting crews and materials, and in the healthcare and emergency medical services industry, primarily transporting patients. It is a publicly held company and provides services in the United States and abroad. As of the petition date, PHI owns or operates 238 aircraft worldwide, of which 17 are leased while eight are owned by the customer and operated by the company. The remaining 213 are owned by PHI. The company employs 2,218 people, including pilots, mechanics, medical and administrative staff. PHI and its affiliates sought protection under Chapter 11 of the Bankruptcy Code Bankr. N.D. Tex. Lead Case No. 19-30923) on March 14, 2019. At the time of the filing, PHI estimated assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion. The cases are assigned to Judge Harlin DeWayne Hale. The companies tapped DLA Piper LLP (US) as their bankruptcy counsel; Jones Walker LLP as regular outside counsel; Houlihan Lokey Capital Inc. and FTI Consulting Inc. as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. The Office of the U.S. Trustee on March 25 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of PHI, Inc. and its affiliates. Haynes and Boone, LLP, is co-counsel to the Creditors' Committee. Milbank, LLP, is counsel to the Creditors' Committee. PJT Partners LP, is investment banker to the Creditors' Committee. The Office of the U.S. Trustee on April 25 appointed an official committee of equity security holders in the Chapter 11 cases of PHI, Inc. and its affiliates. David B. Golubchik, Esq., Eve H. Karasik, Esq., and Gary E. Klausner, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles, California; and Jason S. Brookner, Esq., Lydia R. Webb, Esq., and Amber M. Carson, Esq., at Gray Reed & McGraw LLP, in Dallas, Texas, represent the Equity Committee. PHOEBEN INC: Unsecureds to Get 1.5%-12.8% Under Amended Plan ------------------------------------------------------------ Phoeben, Inc., filed an amended Combined Joint Disclosure Statement and Plan of Reorganization to disclose that general unsecured creditors are expected to receive a distribution of between 1.5% and 12.8%. The final distribution will depend both on the amount of claims that are allowed in the case and the cash available for distribution at the end of the case. The sources of cash for distribution to unsecured creditors are: Cash Held In Escrow for the Estate $38,440 Proceeds of the Sale of Colored Stone Inventory $10,000 Proceeds from Causes of Action $50,000 - $100,000 Less Post-Closing Administrative Expenses ($25,000) – ($50,000) Total Cash for Distribution to Unsecured Creditors $48,440 - $123,440 A hearing at which the Bankruptcy Court will determine the adequacy of the disclosures in this document and whether to confirm the Plan will take place on September 4, 2019, at 11am (prevailing local time), in Courtroom 403, 515 Rusk, Houston, TX, 77007. Objections to the Plan or the adequacy of the disclosures must be filed and served by August 21, 2019. A full-text copy of the First Amended Combined Disclosure Statement dated July 5, 2019, is available at https://tinyurl.com/y5rvs9wl from PacerMonitor.com at no charge. The Amended Plan was filed by Erin E. Jones, Esq., and Christopher R. Murray, Esq., at Jones Murray & Beatty LLP, in Houston, Texas, on behalf of the Debtor. About Phoeben, Inc. Based in Houston, Texas, Phoeben, Inc. -- https://www.armentacollection.com/ -- is manufacturer of bracelets, rings, necklaces, enhancers, earrings, and handbags. Phoeben, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-31000) on Feb. 26, 2019. The case is assigned to Jeffrey P. Norman. In the petition signed by CEO Emily Armenta, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Erin E. Jones, Esq., and Christopher R. Murray, Esq., at Jones Murphy & Beatty LLP, as counsel. PROGRESSIVE SOLUTIONS: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------------- Peter C. Anderson, U.S. Trustee for Region 16, objects to the adequacy of the Disclosure Statement explaining the Chapter 11 Plan filed by Progressive Solutions, Inc. According to Trustee, the Debtor's disclosure statement does not contain adequate information. The U.S. Trustee complains that the Disclosure Statement fails to provide adequate information as to how a Debtor that has negative cash flow can fund the plan now before the Court. About Progressive Solutions Founded in 1979, Progressive Solutions, Inc. -- http://www.progressivesolutions.com/-- is a provider of software and support services to governmental entities. The Company is headquartered in Brea, California. Progressive Solutions commenced a Chapter 11 case (Bankr. C.D. Cal. Case No. 18-14277) on Nov. 21, 2018. In the petition signed by Glenn Vodhanel, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Lewis R. Landau, Attorney-at-Law, represents the Debtor. QEP RESOURCES: Fitch Withdraws BB- IDR for Commercial Reasons ------------------------------------------------------------- Fitch maintains the ratings of QEP Resources' Issuer Default Rating (IDR) and the senior unsecured debt ratings on Rating Watch Evolving at 'BB-' and has subsequently withdrawn the ratings. QEP is commencing a review of strategic alternatives that could result in a merger or sale of the company or sale of assets. The Rating Watch Evolving reflects the uncertainty associated with the strategic review. Fitch believes that QEP is in the early stages of the review and no announcement is imminent. In addition, it is unclear what form the review will take, which could range from a total sale or merger, a sale of just one basin or no sale. Fitch has chosen to withdraw the ratings of QEP Resources, Inc. for commercial reasons. KEY RATING DRIVERS Review of Strategic Alternatives: On Feb. 20, 2019, QEP announced that its Board of Directors has commenced a review of strategic alternatives, which could result in a merger or sale of the company, or a transaction involving its assets. The company also announced that due to the deterioration in commodity prices, it has agreed to terminate the sale of its Williston Basin assets to Vantage Acquisition Operating Company, LLC (Vantage). On Jan. 7, 2019, Elliott Management Corp. (Elliott), one of QEP's largest shareholders (approximately 5%) announced a preliminary proposal to acquire QEP for $8.75 per share in cash, a 44% premium to the closing price, subject to certain conditions. QEP is expected to engage in discussions with interested parties, including Elliott. Repositioning Asset Base: Fitch believes that the Permian is an attractive asset; however, QEP's core acreage and production size is smaller than other producers in the basin, such as Concho, EOG Resources, Pioneer Natural Resources and XTO Energy. QEP plans to continue to operate and develop its assets in the Williston Basin. The 44,000 net acres in the Permian currently has about 1,800 drilling locations, which translates to 8-15 years of drilling inventory based on pacing. Further debt funded Permian acquisitions are expected to increase the running room in the basin. Manageable Leverage Expected: Fitch estimates 2019 pro forma net debt/EBITDA of 2.7x, and Fitch expects QEP to operate in that range going forward. QEP has consistently managed low leverage metrics even in the downturn, with debt/EBITDA peaking in 2016 at 3.3x. Negative to Neutral FCF: Fitch expects QEP's Permian assets to be FCF negative until 2021 when it reaches cash flow neutrality based on its current price deck. The FCF deficits will be funded with the expected asset sales. The move to neutral FCF is a credit positive but is done at the expense of production size and diversification. DERIVATION SUMMARY Following the sale of the Haynesville assets, QEP will primarily be an oil-based producer. Pro forma production of 83 mboe/d is at a level similar to higher-rated, single-B issuers, such as SM Energy (B+/Stable), a Permian/Eagle Ford producer more weighted to gas, and Extraction (B+/Stable), a rapidly growing producer in the DJ Basin. Fitch estimates pro forma reserves approximately in the 400mmboe-450mmboe range, which is also on the low side for 'BB' issuers. QEP lacks the core acreage and production size and scale that higher rated peers, such as Concho Resources Inc. (BBB/Stable) has in the Permian Basin and Newfield Exploration Co. (BBB-/Positive) has in the Anadarko Basin. However, the company's financial profile, as measured by debt/EBITDA, is generally consistent with higher rated peers. Fitch estimates 2019 pro forma debt/EBITDA in the 2.4x range, which is in-line with Murphy Oil (BB+/Stable), a diversified producer with onshore and offshore operations, and Southwestern Energy (BB/Stable), a Marcellus-focused natural gas producer. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil price of $65.50/barrel in 2018, $57.50 in 2019 and 2020 and long-term price of $55/barrel; - Henry Hub gas of $3.10/mcf in 2018, $3.25 in 2019 and a long-term price of $3.00/mcf; - Haynesville divestiture in January 2019 for net proceeds of $640 million; - Production declines by 41% from Haynesville sale, and grows in low-teens primarily from development of the Permian; - No other acquisitions, divestitures, dividends or stock buybacks are assumed. Proceeds from the Haynesville sale will be used to repay debt and fund the 2019 development program. QUORUM HEALTH: OHA Strategic Entities Have 5% Stake as of July 2 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities and individual reported beneficial ownership of 1,587,490 shares of common stock of Quorum Health Corporation as of July 2, 2019: * OHA Strategic Credit Master Fund II, L.P. * OHA Strategic Credit II GenPar, LLC * OHA Global PE GenPar, LLC * OHA Global PE MGP, LLC * Oak Hill Advisors, L.P. * OHA (UK) LLP * Oak Hill Advisors GenPar, L.P. * Oak Hill Advisors MGP, Inc. * Glenn R. August The Shares represent 5.08 percent based on 31,244,427 shares of Common Stock outstanding as of May 6, 2019, as the Issuer reported in its Form 10-Q filed with the SEC on May 10, 2019. A full-text copy of the regulatory filing is available for free at: https://is.gd/2DeXLE About Quorum Health Headquartered in Brentwood, Tennessee, Quorum Health -- http://www.quorumhealth.com/-- is an operator of general acute care hospitals and outpatient services in the United States. As of March 31, 2019, the Company owned or leased 27 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,604 beds. Through Quorum Health Resources LLC, a wholly-owned subsidiary, the Company provides hospital management advisory and healthcare consulting services to non-affiliated hospitals across the country. Over 95% of the Company's net operating revenues are attributable to its hospital operations business. The Company's headquarters are located in Brentwood, Tennessee, a suburb south of Nashville. Shares in Quorum Health Corporation are traded on the NYSE under the symbol "QHC." Quorum Health incurred net losses attributable to the Company of $200.24 million in 2018, $114.2 million in 2017, and $347.7 million in 2016. As of March 31, 2019, Quorum Health had $1.64 billion in total assets, $1.75 billion in total liabilities, $2.27 million in redeemable non-controlling interests, and a total deficit of $114.12 million. * * * As reported by the TCR on May 20, 2019, S&P Global Ratings lowered its issuer credit rating on Brentwood, Tenn.-based Quorum Health to 'CCC' from 'CCC+' with negative outlook. S&P said the downgrade reflects weak operating performance in the first quarter of 2019, a slower-than-expected pace of divestitures, and greater prospects for a covenant violation and possible debt restructuring, adding that the company has only divested one of the eight planned hospital divestitures for 2019. RESTLAND MEMORIAL: Aug. 29 Plan Confirmation Hearing ---------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Restland Memorial Parks, Inc. is conditionally approved. On August 29, 2019, at 11:00 AM the final hearing on the Disclosure Statement and Plan confirmation is scheduled in Courtroom A, 54th Floor, U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219. On or before August 21, 2019, all Objections to the Disclosure Statement must be filed and served. About Restland Memorial Parks Inc. Restland Memorial Parks, Inc. offers cemetery pre-need programs. Restland Memorial Parks sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-24151) on October 24, 2018. At the time of the filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of less than $1 million. The Debtor tapped Donald R. Calaiaro, Esq., at Calaiaro Valencik as its legal counsel. The Office of the U.S. Trustee on Dec. 11 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Restland Memorial Parks, Inc. RESURRECTION LIFE: Aug. 1 Hearing on Secured Creditors' Plan ------------------------------------------------------------ Bankruptcy Judge Jennie D. Latta issued an order approving Secured Creditors OSK I, LLC and Timothy Landis, PC's disclosure statement referring to a chapter 11 plan for Resurrection Life Ministries, Inc. July 25, 2019 is fixed as the last day for filing written objections to the plan and written acceptances or rejections of the plan. A hearing on confirmation of the plan is set for August 1, 2019, at 10:15 a.m., in Courtroom 645, 200 Jefferson Avenue, Memphis, Tennessee 38103. The Troubled Company Reporter previously reported that the Secured Creditors corrected the plan to disclose immaterial changes. A full-text copy of the Corrected Disclosure Statement dated June 26, 2019, is available at http://tinyurl.com/y6s7968pfrom PacerMonitor.com at no charge. A redlined version of the Corrected Disclosure Statement dated June 26, 2019, is available at https://tinyurl.com/y3yn3p5t from PacerMonitor.com at no charge. About Resurrection Life Ministries Based in Memphis, Tennessee, Resurrection Life Ministries, Inc., dba Grace Christian Fellowship Church, Inc., is an interdenominational, Christ-centered ministry that seeks to apply New Testament principles to every area of peoples' lives. The Church filed for chapter 11 protection on (Bankr. W.D. Tenn. Case No. 18-27490) on Sept. 7, 2018, listing its total assets at $640,000 and total liabilities at $4,120,718. The petition was signed by Leo Holt, pastor. RWP HOMES: Seeks to Hire Baker & Associates as Counsel ------------------------------------------------------ RWP Homes, LLC seeks authority from the United States Bankruptcy Court for the Southern District of Texas to employ Baker & Associates LLP as its legal counsel. Texas Semi Truck requires Baker & Associates to: a. analyze the Debtor's financial situation; b. advise the Debtor with respect to its duties under the Bankruptcy Code; c. prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; d. represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; e. represent the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; and f. prepare and file a disclosure statement and Chapter 11 plan of reorganization. Baker & Associates professionals and their hourly rates are: Attorneys Reese W. Baker $550 Sonya Kapp $500 Karen Rose $475 Nikie Marie Lopez-Pagan $325 Paralegals Alfredo Cruz $150 Angela Harpin $150 Jennifer Hunt $125 Yesenia Lila $100 Gabby Martinez $125 Bailey Morris $125 Susanne Taylor $150 Dee Wright $150 Katherine Wright $125 Baker & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Reese W. Baker, Esq., a partner of Baker & Associates, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Baker & Associates can be reached at: Reese W. Baker, Esq. BAKER & ASSOCIATES 950 Echo Lane, Suite 200 Houston, TX 77024 Tel: (713) 869-9200 Fax: (713) 869-9100 About RWP Homes, LLC RWP Homes, LLC classified its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). RWP Homes, LLC filed a voluntary petition for relief on June 4, 2019, under Chapter 11 of Title 11, United States Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33178). In the petition signed by Kirk Paschal, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Jeffrey P. Norman. Reese W. Baker, Esq. at Baker & Associates LLP, is the Debtor's counsel. SEARS HOLDINGS: Disclosures OK'd; Plan Hearing Set for Aug. 16 -------------------------------------------------------------- Bankruptcy Judge Robert D. Drain approved Sears Holdings Corporation and its debtor affiliates' amended disclosure statement referring to their second amended joint chapter 11 plan dated June 28, 2019. The Confirmation Hearing will be held on August 16, 2019 at 10:00 a.m. Objections to the confirmation of the plan must be filed and served no later than August 2, 2019 at 4:00 p.m. (Prevailing Eastern Time). The latest plan made some modifications to the treatment of PBGC's claims and the general unsecured claims. The plan provides that PBGC will receive from the Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest and (ii) in respect of the Allowed PBGC Unsecured Claims, PBGC’s Pro Rata share of (w) the Kmart Corp. General Unsecured Liquidating Trust Interests; (x) Kmart Corp. Specified Unsecured Liquidating Trust Interests; (y) the General Unsecured Liquidating Trust Interests; and (z) the Specified Unsecured Liquidating Trust Interests, in full and final satisfaction, settlement, release, and discharge of all PBGC Claims against Kmart Corp; provided, that for the avoidance of doubt, no Kmart Corp. Specified Unsecured Liquidating Trust Interests or Specified Unsecured Liquidating Trust Interests shall be granted to holders of Allowed ESL Unsecured Claims. General unsecured claimants will receive its Pro Rata share of (i) the Kmart Corp. General Unsecured Liquidating Trust Interests; (ii) Kmart Corp. Specified Unsecured Liquidating Trust Interests; (iii) the General Unsecured Liquidating Trust Interests; (iv) the Specified Unsecured Liquidating Trust Interests; and (v) any Excess PBGC Amounts that would have been distributed to PBGC on account of Kmart Corp. General Unsecured Liquidating Trust Interests and Kmart Corp. Specified Unsecured Liquidating Trust Interests; provided, that for the avoidance of doubt, no Kmart Corp. Specified Unsecured Liquidating Trust Interests or Specified Unsecured Liquidating Trust Interests shall be granted to holders of Allowed ESL Unsecured Claims. A copy of the Amended Disclosure Statement is available at https://tinyurl.com/y4wbyzz5 from Pacermonitor.com at no charge. 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. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as 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 the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. SHALE SUPPORT: Privately Held Proppant Supplier Enters Chapter 11 ----------------------------------------------------------------- Shale Support Global Holdings, LLC, sought Chapter 11 protection to obtain a breathing room to turn around its struggling operations and reorganize its capital structure. Shale Support is a privately owned, vertically integrated proppant supplier to the exploration and production sector of the oil and gas industry with 179 employees. Its proppants are comprised of monocrystallines and (i.e.,"frac sand") designed to keep an induced hydraulic fracture open to enhance oil and gas product recovery in unconventional shale deposits. Recognizing the importance of logistics in frac sand value chain, Shale Support Holdings, LLC ("SSH") was formed in 2014 to consolidate ownership of a sand mine (the "Mine"), a drying facility (the "Drying Facility") and a transload facility (the "Southton Facility") that would allow SSH integrate the production of frac sand with the logistics of delivery. Shortly after SSH was formed, it quickly began expanding its facilities to obtain economies of scale. Shale Support's Mine and Drying Facility are operated through Shale Energy Support, LLC ("SES"). The Southton Facility is operated by an unaffiliated third-party operator. The Debtors' mining and processing operations are conducted in and around Picayune, Mississippi at the Mine owned by Debtor Wet Mine Assets Holding, LLC ("WMAH") and the Drying Facility owned by Debtor Drying Facility Assets Holding, LLC ("DFAH"). The Mine consists of 1,100 acres of reserves area, containing 98 million tons of proven recoverable frac sand. After acquiring the Mine, the Debtors expanded operations to encompass two fully-operational "wet plants." At the Mine, sand and aggregate are mined, separated and processed at Shale Support's wet plants. The aggregate is then sold to the local construction industry and the sand is transported by truck to the Drying Facility. Since acquiring the Drying Facility, the Debtors have expanded operations, doubled production capacity and added a rail spur connecting the facility to the Norfolk Southern Railway. The Drying Facility is utilized to dry, process and segregate the raw sand into specific frac sand products. Thereafter, the frac sand is shipped by rail to transload facilities where the sand is sold to oilfield services ("OSF") companies that provide hydraulic fracturing services to the exploration and production ("E&P") industry. The Debtors' Southton Facility is located south of San Antonio, Texas and is a 300-acre transload facility owned by Debtor Southton Rail Yard, LLC ("SRY"). The Southton Facility permits Shale Support to transload 100 railcars of frac sand into 160 trucks for transport to specific wells for incorporation into hydraulic fracturing operations in the Eagle Ford basin. In addition to the Southton Facility, the Debtors have access to a strategically aligned transload network (the "Transload Facilities") with key destination terminals that serve the Austin Chalk, Marcellus, Utica, Haynesville, Tuscaloosa, Mid-Con, and Permian shale plays. As part of Shale Support's expansion of its logistic reach, debtor Stanton Rail Yard, LLC ("Stanton") was formed in 2017 to acquire certain real property in Stanton, Texas and develop the property into a Permian basin centric transload facility. While Stanton secured an option to acquire the property, it has not been able to obtain an anchor tenant or sufficient funding to close and develop the property. Prepetition Capital Structure As of the Petition Date, the Debtors' outstanding funded debt obligations are as follows: * $116.0 million outstanding under a first priority term loan term loan pursuant to an Amended and Restated Credit Agreement, dated as of Aug. 15, 2017 with BSP Agency, LLC, as administrative agent for term loan lenders, and the lender parties thereto; and * $11.60 million outstanding under a first-priority revolving credit facility provided under a Loan and Security Agreement, dated as of Feb. 28, 2018 with Siena Lending Group LLC, as lender. Events Leading to Chapter 11 Filing Over the past five years, commodity prices have been highly volatile resulting in an unpredictable demand curve and a significant amount of OFS and E&P bankruptcies. Compounding these demand issues, Shale Support operates in a highly-competitive industry that has seen a dramatic increase in supply. Supply for proppants exceeded demand in the second half of 2018 driving down prices for frac sand. Shale Support believed that demand would increase in early 2019 on an expectation of increased drilling and completion activity. While demand for frac sand did increase substantially in the first quarter of 2019, Shale Support lacked the liquidity to finance the costs necessary to capture its forecasted share of the increased demand. In early 2018, Shale Support retained Simmons Energy, a division of Piper Jaffrey & Co., as its investment banker to pursue a sale of the company. Since being retained, PJC contacted all significant strategic buyers about a potential acquisition of Shale Support and various private equity firms with an expressed-interest in the proppants sector. PJC engaged in discussions with each group throughout the summer of 2018. In the midst of these efforts, the price of frac sand began its steep decline. Unsurprisingly, no party submitted an indicative expression of interest, a non-binding offer or a valuation of Shale Support. The stated justification from these parties centered around market conditions, location of the reserves, quality of sand, availability of buyer cash, and consistent underperformance of business relative to forecasts. Based on the lack of market interest in an acquisition, in October 2018, Shale Support expanded PJC's mandate to obtain replacement financing. In response, PJC contacted over 40 lenders to provide new revolver and term loan products to Shale Support. This process yielded one asset based lending indication of interest and two term loan indications of interest. While the parties conducted diligence, none of the potential lenders pursued a transaction as both the commodities' and proppant's market -- as well as Shale Support's liquidity -- began to deteriorate. Restructuring Alternatives Concurrent with PJC's process, the price of oil and Shale Support's net revenue per-ton of frac sand fell substantially. This decline in revenue rendered Shale Support incapable of (a) complying with various financial covenants under the Prepetition Term Loan Agreement, and (b) maintaining payments on its railcar leases and obligations to vendors. Due to the results of PJC's marketing efforts, Shale Support began discussions with its key stakeholders -- including the Prepetition Term Loan Lenders -- regarding comprehensive restructuring alternatives that would strengthen Shale Support's balance sheet and provide near-term liquidity support. While Shale Support was ultimately able to secure several months' worth of forbearance from the Prepetition Term Loan Lenders, Shale Support was unable to secure a viable restructuring solution prior to its April 2019 interest payment or obtain additional near-term liquidity to continue operations. Accordingly, on April 19, 2019, Shale Support and the Prepetition Term Loan Lenders entered into a Limited Waiver to Amended and Restated Credit Agreement (this "Waiver and Fourth Amendment"). Pursuant to the Waiver and Fourth Amendment, the Prepetition Term Loan Lenders waived the Debtors' defaults under the Prepetition Term Loan Agreement and advanced an additional $4 million to Shale Support to meet critical obligations to sustain operations while the parties evaluated restructuring options. Subsequently, on July 2, 2019, Shale Support secured another waiver and amendment under which the Prepetition Term Loan Lenders advanced another $2.61 million to Shale Support to pay additional critical costs that Shale Support was unable to otherwise fund prior to the Petition Date. Shale Support's discussions with its stakeholders have focused on building consensus around a de-leveraging transaction. These discussions have included, among other things: (a) the provision of a substantial amount of diligence to the Prepetition Term Loan Lenders and their advisors; (b) ongoing dialogue and communication around the Shale Support enterprise, its operations, and its prospects; and (c) regular meetings to discuss Shale Support's potential restructuring path. To date, those negotiations have not resulted in global consensus around the Debtors' ultimate restructuring. The Debtors look forward to continuing this engagement and driving toward such a consensus. The DIP Financing and the Prepetition Term Loan Lenders' Support of the Chapter 11 Proceeding. Against this backdrop, Shale Support has worked to ensure that ample liquidity would be available should the Debtors be obliged to commence a chapter 11 proceeding. This process involved additional marketing efforts undertaken by PJC, the Debtors' proposed investment banker. The Debtors are pleased to report that that process has been a success and the Debtors will present the Court with a $16.6 million DIP facility that provides chapter 11 estates with financing that will provide the Debtors with the ability to maximize the value of these chapter 11 estates as a whole. As a condition of the proposed DIP facility, the Debtors must move swiftly through Chapter 11. The Prepetition Term Loan Lenders' commitment to provide the proposed DIP financing and facilitate the Debtors' restructuring are each contingent on the Debtors executing their restructuring in accordance with certain milestones. Under the Milestones, the Debtors must confirm a chapter 11 plan of reorganization and emerge from bankruptcy within 98 days after the Petition Date. The Debtors, cognizant of the turbulent operating backdrop, believe they will be able to consummate their restructuring in accordance with the Milestones and thereby maximize the value of the entire Shale Support enterprise. First Day Motions Contemporaneously, the Debtors have filed a number of First Day Motions in the chapter 11 cases and seek orders granting various forms of relief intended to stabilize the Debtors' business operations, facilitate the efficient administration of these chapter 11 cases, and expedite a swift and smooth restructuring of the Debtors' capital structure. The First Day Motions include: * Emergency Motion of Debtors for Entry of an Order (I) Directing Joint Administration of Related Chapter 11 Cases, and (II) Granting Related Relief (the "Joint Administration Motion"); * Emergency Motion of Debtors for Entry of an Order (I) Extending Time to File (A) Schedules of Assets and Liabilities, (B) Schedules of Current Income and Expenditures, (C) Schedules of Executory Contracts and Unexpired Leases, and (D) Statements of Financial Affairs, and (II) Granting Related Relief (the "Schedules and Statements Extension Motion"); * Emergency Motion of Debtors for Entry of an Order (I) Authorizing the Debtors to File a Consolidated List of Creditors and a Consolidated List of the 40 Largest Unsecured Creditors, (II) Authorizing the Debtors to Redact Certain Personal Identification Information for Individual Creditors, and (III) Approving the Form and Manner of Notifying Creditors of Commencement of These Chapter 11 Cases and Other Information (the "Consolidated Creditor List Motion"); * Emergency Application of Debtors for Appointment of Donlin, Recano & Company, Inc., as Claims, Noticing, and Solicitation Agent (the "Claims and Noticing Agent Application"); * Emergency Motion of Debtors for Entry of an Order (I) Restraining Utility Companies from Discontinuing, Altering, or Refusing Service; (II) Deeming Utility Companies Adequately Assured of Future Performance; (III) Establishing and Approving Procedures for Determining Assurance of Payment; and (IV) Granting Related Relief(the "Utilities Motion"); * Emergency Motion of Debtors for Entry of Order (I) Authorizing the Debtors to (A) Pay Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue Employee Benefits Programs, and (II) Granting Related Relief (the "Employee Motion"); * Emergency Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to Pay (A) 503(B)(9) Claims, (B) Shipping, Warehousing, and Other Lien Claims, and (C) Certain Critical Vendor Claims, and (II) Granting Related Relief (the "Vendor Motion"); * Emergency Motion of Debtors for Entry of Order (I) Authorizing the Debtors to (A) Maintain Existing Insurance Policies and Pay All Policy Premiums and Brokers' Fees Arising Thereunder, (B) Continue Insurance Premium Financing Programs and Pay Insurance Premium Financing Obligations Arising in Connection Therewith, and (C) Renew, Amend, Supplement, Extend, or Purchase Insurance Policies, and (II) Granting Related Relief (the "Insurance Motion"); * Emergency Motion of Debtors for Entry of an Order (I) Authorizing the Payment of Certain Prepetition Taxes and Fees and (II) Granting Related Relief (the "Tax Motion"); * Emergency Motion of Debtors for Entry of Interim and Final Orders Authorizing the Debtors to (I) Maintain and Use Existing Bank Accounts, Cash Management System, and Business Forms, (II) Honor Certain Prepetition Obligations Related Thereto, and (III) Continue to Perform Intercompany Transactions, and (IV) Granting Related Relief(the "Cash Management Motion"); and * Emergency Motion of Debtors for Entry of Interim and Final Orders Pursuant to 11 U.S.C. Sec. 105, 361, 362, 363, 364, and 507, Bankruptcy Rules 2002, 4001, 6004, and 9014, and Local Rule 4001-2 (I) Authorizing the Debtors to Use Cash Collateral and Obtain Post-Petition Financing, (II) Granting Liens and Providing Super-Priority Administrative Expense Status, (III) Granting Adequate Protection, (IV) Scheduling a Final Hearing, and (V) Granting Related Relief (the "DIP Financing Motion"). The first day hearing was held July 12, 2019. The second day hearing is scheduled for Aug. 5, 2019 at 11:00 a.m. About Shale Support Shale Support Global Holdings, LLC -- https://shalesupport.com/ -- is a privately owned, vertically integrated proppant supplier to the exploration and production sector of the oil and gas industry. Their proppants are comprised of monocrystalline sand (i.e., "frac sand") designed to keep an induced hydraulic fracture open to enhance oil and gas product recovery in unconventional shale deposits. On July 11, 2019, Shale Support Global Holdings, LLC, and seven affiliates sought Chapter 11 protection (S.D. Tex. Lead Case No. 19-33884). Shale Support Global disclosed total assets of $3,150,225 and $127,899,025 as of May 31, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP, as counsel; ALVAREZ & MARSAL as financial advisor; PIPER JAFFRAY & CO. as investment banker; and DONLIN, RECANO & COMPANY, INC., as claims agent. SHALE SUPPORT: To Complete Chapter 11 Reorganization in 100 Days ---------------------------------------------------------------- Shale Support Global Holdings, LLC and its subsidiaries have filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Shale Support said the reorganization, which is estimated to be completed within 90 to 100 days, will position the company for long-term success. During this time period Shale Support will maintain ample liquidity and resources to support business and will continue providing safe, reliable and efficient services to its customers. Shale Support has secured a $16.6 million debtor-in-possession credit facility to finance working capital needs and allow business operations to continue as normal during the restructuring process including meeting obligations to employees, vendors and others. "T[he] Chapter 11 filings represent a significant milestone in our financial restructuring process to significantly strengthen our financial condition by reducing debt, enhancing liquidity and best positioning our Company to weather the storm proactively as the market begins to recover. We are confident that this is the best path forward for Shale Support and our stakeholders," says the company's spokesperson. "On behalf of Shale Support's board of directors and executive management team, I want to thank our employees for their continued hard work and dedication and note that we look forward to working with our customers and vendors as we continue to operate as normal. We are confident that these proceedings will allow Shale Support to emerge as a stronger partner." The voluntary Chapter 11 petitions were filed in the United States Bankruptcy Court for the Southern District of Texas. Shale Support Louisiana has not filed for bankruptcy. The Company has retained Gary Barton of Alvarez & Marsal as its Chief Restructuring Officer; Greenberg Traurig, LLP as its bankruptcy counsel and Piper Jaffray Company, as its investment banker. About Shale Support Shale Support Global Holdings, LLC -- https://shalesupport.com/ -- is a privately owned, vertically integrated proppant supplier to the exploration and production sector of the oil and gas industry. Their proppants are comprised of monocrystalline sand (i.e., "frac sand") designed to keep an induced hydraulic fracture open to enhance oil and gas product recovery in unconventional shale deposits. On July 11, 2019, Shale Support Global Holdings, LLC, and seven affiliates sought Chapter 11 protection (S.D. Tex. Lead Case No. 19-33884). Shale Support Global disclosed total assets of $3,150,225 and $127,899,025 as of May 31, 2019. The Hon. David R. Jones is the case judge. The Debtors tapped GREENBERG TRAURIG, LLP, as counsel; ALVAREZ & MARSAL as financial advisor; PIPER JAFFRAY & CO. as investment banker; and DONLIN, RECANO & COMPANY, INC., as claims agent. SHEPPARD AND SON: Asset Liquidation Proceeds to Fund Plan Payments ------------------------------------------------------------------ Sheppard and Son Properties, LLC, filed a Chapter 11 plan and accompanying Disclosure Statement proposing that money received from the liquidation of assets and income will be distributed pursuant to the plan. The funds to be distributed in this plan are superior to dividend in a Chapter 7 case. Debtor is paying cash money over time to redeem properties. Creditors will be paid in full under this plan. Class 18 consists of all allowed unsecured claims. There are no claims in this class to be paid. Class 4 consists of the secured claim held by Colony Bank, to the extent allowed, collateralized by a first priority security interest in the Debtor's rental real estate located at 1311, 1317, 1401, 1405, and 1409 Drayton Road, Cordele, Crisp County, Georgia. The holder of the Class 4 claim shall be paid the secured value in full in 96 equal monthly installments of principal and interest with interest calculated at 5% per annum for an estimated payment of $1,000.00 per month. Payments will commence on the first day of the month following the Effective Date. Class 19 consists of the Debtor's equity interest. All interests will be retained. A full-text copy of the Disclosure Statement dated July 5, 2019, is available at https://tinyurl.com/y3tpt9o2 from PacerMonitor.com at no charge. The Plan was filed by Daniel L. Wilder, Esq., in Macon, Georgia. About Sheppard and Son Properties Sheppard and Son Properties, LLC, a nonresidential building operator in Cordele, Georgia, filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 18-11388) on Nov. 6, 2018. In the petition signed by Greene Wylie Sheppard, Jr., sole member, the Debtor disclosed $1,202,487 in total assets and $224,757 in total liabilities. The case is assigned to Judge Austin E. Carter. The Debtor is represented by Emmett L. Goodman, Jr., LLC. STACEY WHITE: Can Compel Arbitration in Johnson FLSA Suit --------------------------------------------------------- In the case, TAUNA JOHNSON & STACEY WHITE, et al., Plaintiffs, v. SMYTH AUTOMOTIVE, INC., Defendant, Case No. 2:18-cv-1384 (S.D. Ohio), Judge Algenon L. Marbley of the U.S. District Court for the Southern District of Ohio, Eastern Division, granted the Defendant's Motion to Compel Arbitration. The Plaintiffs are Ohio residents who worked for Defendant from approximately July 2018 to October 2018. The Defendant is an Ohio corporation that operates, inter alia, retail stores, warehouses, paint centers, and an auto repair shop in Ohio and Kentucky. The Plaintiffs allege the Defendant misclassified them as independent contractors when they were in fact employees. They also allege they were not paid overtime for hours worked in excess of 40 hours per work week. The Plaintiffs brought the suit alleging violations of the Fair Labor Standards Act; Ohio's Minimum Fair Wage Standards Act; and the Ohio Prompt Pay Act. Their complaint is made on behalf of a putative collective action, under Section 16(b) of the FLSA, and a putative class action, under Rule 23 of the Federal Rules of Civil Procedure. The Defendants have filed a Motion to Compel Arbitration. In their Motion, they explain that on July 5, 2018, the Plaintiffs signed contracts with a third-party, Subcontracting Concepts, LLC ("SCI"). SCI is a third-party administrator for independent owner operators in the courier and logistic business, including the Plaintiffs. The arrangement is that the Defendant was a "customer" or "client" of SCI and SCI "contracts with independent owner operators, as it did with the Plaintiffs, to provide additional services and products. In the contract the Plaintiffs concluded with SCI, there is an arbitration agreement. The Defendants argue that the arbitration provision is binding on the Plaintiffs and so their case in the Court must be dismissed. The Plaintiffs argue that the contracts were signed with SCI, not with the Defendants, and so the Defendants cannot enforce the agreements against the Plaintiffs. Calling the process alternative estoppel, New York courts focus on two factors when asked to compel arbitration: whether (1) the signatory's claims arise under the subject matter of the underlying agreement, and (2) whether there is a close relationship between the signatory and the non-signatory party. Judge Marbley arbitration agreement at issue here satisfies both of these elements. The agreement begins by defining the relevant terms and parties: "owner/operator" refers to those who "are in the business of providing any delivery services for Logistics Brokers and receivers of deliveries. The agreement also defines a "Logistics Broker," as "businesses that market, sell, and provide logistical support for the delivery of tangible items." Finally, the agreement defines "Third Party Administrator or TPA" as referring to a "business that procures, qualifies, and supports Owner/Operators." The Plaintiffs signed these agreements with SCI to become owner/operators and, by the terms of the agreement, are independent contractors. As a result, non-signatory Defendant Smyth may compel the Plaintiffs to arbitrate their dispute. In the absence of evidence that goes to the validity of the contract itself, Judge Marbley finds these contracts -- with their arbitration provisions -- to be enforceable against Defendant Smyth Automotive. A trial court has the inherent power to manage its docket, which includes the power to either stay or dismiss a case in which it orders arbitration. Accordingly, he stayed the proceedings in the case pending arbitration. A full-text copy of the Court's May 24, 2019 Opinion and Order is available at https://is.gd/EFTpF5 from Leagle.com. Tuana Johnson & Stacey White, Individually and on behalf of other members of the general public similarly situated, Plaintiffs, represented by Peter Alan Contreras -- peter@contrerasfirm.com -- Contreras Law & Matthew James Porter Coffman -- Matthew J.P. Coffman -- Coffman Legal, LLC. Smyth Automotive, Inc., Defendant, represented by Catherine Frost Burgett -- cburgett@fbtlaw.com -- Frost Brown Todd LLC & Steven M. Tolbert -- stolbert@fbtlaw.com -- Frost Brown Todd LLC. STEARNS HOLDINGS: S&P Lowers ICR to 'D' on Chapter 11 Bankruptcy ---------------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit rating and issue-level ratings on Stearns Holdings LLC to 'D' (default) from 'CCC+'. The downgrade to default follows the company's agreement with Blackstone, which owns 70% of the company, to implement a financial restructuring plan, and its voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy code. The Blackstone proposal is expected to wipe out $183 million of outstanding debt from the balance sheet, which dates back to 2013, in exchange for a discounted cash payment to bondholders. SUNCREST STONE: Examiner Hires Boyer Terry as Counsel ----------------------------------------------------- Christopher S. Edwards, the court appointed examiner of Suncrest Stone Products, LLC, and 341 Stone Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Terry LLC, as counsel to the Examiner. The Examiner requires Boyer Terry to: a. provide the Examiner legal advice with respect to the powers and obligations of the Examiner in conducting his duties as set forth in the Order for the Appointment of an Examiner; b. prepare on behalf of the Examiner, necessary applications, motions, answers, reports, and other legal papers; c. assist the Examiner in any hearings or other proceedings before the Court to consider the Examiner's Report including, without limitation, advocating positions asserted in the reports filed by the Examiner and on behalf of the Examiner; d. attend meetings between the Examiner and the Debtors, the Debtor's accountants, or other interested parties; e. assist the Examiner with the preparation of preliminary and final reports regarding the financial activities of the Debtors; and f. perform all other legal services for the Examiner that may be necessary. Boyer Terry will be paid at these hourly rates: Attorneys $300 to $340 Paralegals $100 Boyer Terry will be paid a retainer in the amount of $5,000. Boyer Terry will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher W. Terry, a partner at Boyer Terry LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Boyer Terry can be reached at: Christopher W. Terry, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9320 E-mail: chris@boyerterry.com About Suncrest Stone Products Suncrest Stone Products, LLC -- https://www.suncreststone.com/ -- is a stone supplier in Ashburn, Georgia. Its products include Ashlar, Country Ledge, Ledge, River Rock, Olde-Castle, Splitface, Stock, and Rubble. Suncrest Stone Products and 341 Stone Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Lead Case No. 18-10850) on July 13, 2018. In the petitions signed by Max Suter, authorized officer, Suncrest estimated assets of less than $1 million and liabilities of $1 million to $10 million; and 341 Stone estimated $1 million to $10 million in assets and liabilities. Judge Austin E. Carter oversees the cases. Stone & Baxter, LLP, is the Debtors' counsel. McMurry Smith & Company is the accountant. Crumley and Associates Inc. d/b/a South Georgia Appraisal Company is appraiser to the Debtor. Christopher S. Edwards was appointed examiner on June 20, 2019. The Examiner tapped Boyer Terry LLC as counsel, and McNair McLemore Middlebrooks & Co., LLC, as financial advisor. SUNCREST STONE: Examiner Hires McNair as Financial Advisor ---------------------------------------------------------- Christopher S. Edwards, the court appointed examiner of Suncrest Stone Products, LLC, and 341 Stone Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ McNair McLemore Middlebrooks & Co., LLC, as financial advisor to the Examiner. The Examiner requires McNair to: a. take all necessary actions to assist and advise the Examiner in the discharge of his duties and responsibilities under the Examination Order, other orders of the Bankruptcy Court, and applicable law; b. perform or assist in providing necessary accounting, financial, reconciliation, and investigatory services on behalf of the Examiner in connection with the Bankruptcy Cases; and c. assist the Examiner in undertaking any additional tasks or duties that the Examiner may determine are necessary and appropriate in the discharge of his duties. McNair will be paid at these hourly rates: Partners/Senior Litigators $350 Managers $240 Seniors/Supervisors $195 Staff I & II $145 Paraprofessionals $115 McNair will be paid a retainer in the amount of $15,000. McNair will also be reimbursed for reasonable out-of-pocket expenses incurred. Raymond A. Pippin, partner of McNair McLemore Middlebrooks & Co., LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McNair can be reached at: Raymond A. Pippin MCNAIR MCLEMORE MIDDLEBROOKS & CO., LLC 389 Mulberry Street Macon, GA 31201 Tel: (478) 746-6277 About Suncrest Stone Products Suncrest Stone Products, LLC -- https://www.suncreststone.com/ -- is a stone supplier in Ashburn, Georgia. Its products include Ashlar, Country Ledge, Ledge, River Rock, Olde-Castle, Splitface, Stock, and Rubble. Suncrest Stone Products and 341 Stone Properties, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Lead Case No. 18-10850) on July 13, 2018. In the petition signed by Max Suter, authorized officer, Suncrest estimated assets of less than $1 million and liabilities of $1 million to $10 million. 341 Stone estimated $1 million to $10 million in assets and liabilities. Judge Austin E. Carter presides over the cases. Stone & Baxter, LLP, is the Debtors' counsel. McMurry Smith & Company is the accountant. Crumley and Associates Inc. d/b/a South Georgia Appraisal Company is appraiser to the Debtor. Christopher S. Edwards was appointed examiner on June 20, 2019. The Examiner tapped Boyer Terry LLC as counsel, and McNair McLemore Middlebrooks & Co., LLC, as financial advisor. SUNESIS PHARMACEUTICALS: Files Series F Certificate of Designation ------------------------------------------------------------------ Sunesis Pharmaceuticals, Inc. filed a Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock with the Secretary of State of the State of Delaware on July 11, 2019, with respect to the Company's Series F Convertible Preferred Stock, par value $0.0001 per share. The rights, preferences and privileges of the Series F Stock are set forth in the Certificate of Designation. Each share of Series F Stock is convertible into 1,000 shares of the Company's common stock, par value $0.0001 per share, or the Common Stock, at any time at the holder's option. The holder, however, will be prohibited from converting shares of Series F Stock into shares of Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.98% of the total number of shares of the Company's Common Stock then issued and outstanding, or the Beneficial Ownership Limitation; provided, however, that a holder may, upon written notice to the Company, elect to increase or decrease the Beneficial Ownership Limitation (not to exceed the limits under Nasdaq Marketplace Rule 5635(b), to the extent applicable). In the event of out liquidation, dissolution, or winding up, holders of Series F Stock will receive a payment equal to the amount that would be paid on the Common Stock underlying the Series F Stock, determined on an as-converted basis. Shares of Series F Stock will generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series F Stock will be required to amend the terms of the Series F Stock or to alter or amend the Certificate of Designation. Shares of the Series F Stock will not be entitled to receive any dividends, except to the extent that dividends are paid on the Company's Common Stock, in which case the holders of the Series F Stock will be entitled to participate in such dividends on an as-converted basis. The Series F Stock will rank: * senior to all of the Company's Common Stock; * senior to all of the Company's authorized but unissued Series A Preferred Stock; * senior to any class or series of the Company's capital stock hereafter created specifically ranking by its terms junior to the Series F Stock; * on parity with all of the Company's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock; * on parity with any class or series of the Company's capital stock hereafter created specifically ranking by its terms on parity with the Series F Stock; * junior to any class or series of the Company's capital stock hereafter created specifically ranking by its terms senior to the Series F Stock; in each case, as to distributions of assets upon the Company's liquidation, dissolution or winding up whether voluntarily or involuntarily. A copy of the Certificate of Designation is available for free at: https://is.gd/bbFZd3 About Sunesis Pharmaceuticals Headquartered in San Francisco, California, Sunesis -- http://www.sunesis.com/-- is a biopharmaceutical company developing new targeted therapeutics for the treatment of hematologic and solid cancers. The Company is focused on advancing its novel kinase inhibitor pipeline, with an emphasis on its oral non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently being evaluated in a Phase 1b/2 study in adults with chronic lymphocytic leukemia and other B-cell malignancies that have progressed after prior therapies. The Company's proprietary PDK1 inhibitor SNS-510 is in preclinical development. PDK1 is a master kinase that activates other kinases important to cell growth and survival including members of the AKT, PKC, RSK, and SGK families. Sunesis is exploring strategic alternatives for vosaroxin, a late-stage investigational product for relapsed or refractory AML. Sunesis also has an interest in the pan-RAF inhibitor TAK-580 which is licensed to Takeda. TAK-580 is in a clinical trial for pediatric low-grade glioma. Sunesis incurred a net loss of $26.61 million in 2018 following a net loss of $35.45 million in 2017. As of March 31, 2019, the Company had $27.75 million in total assets, $10.66 million in total liabilities, and $17.08 million in total stockholders' equity. Ernst & Young LLP, in San Jose, California, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 7, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SUNESIS PHARMACEUTICALS: Inks Underwriting Agreements ----------------------------------------------------- Sunesis Pharmaceuticals, Inc., entered into two underwriting agreements on July 10, 2019, with Wells Fargo Securities, LLC as representative for itself and Oppenheimer & Co. Inc., together, the Underwriters, for separate, concurrent offerings of the Company's securities, which together are expected to result in gross proceeds to the Company of approximately $25 million. The first Underwriting Agreement relates to the offering and sale of 33,333,667 shares of the Company's Common Stock. The purchase price of each share of Common Stock to be paid by the Underwriters is $0.564. The Underwriters have a 30-day option to purchase up to an additional 5,000,050 shares of Common Stock. All of the shares in the Common Stock Offering are being sold by Sunesis. The second Underwriting Agreement relates to the offering and sale of 8,333 shares of the Company's Series F Stock. The purchase price of each share of Series F Stock, convertible into 1,000 shares of common stock, to be paid by the Underwriters is $564. Each of the Common Stock Offering and the Series F Offering is being made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-218607), including the prospectus dated Nov. 21, 2017, as the same has been supplemented. The sale of shares of Common Stock and Series F Stock is expected to close on July 15, 2019. Each Underwriting Agreement contains customary representations, warranties and agreements by Sunesis, customary conditions to closing, indemnification obligations of us and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in each Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, Sunesis and all of it directors and executive officers also agreed to not sell or transfer any Common Stock for 60 days after July 10, 2019 without first obtaining the consent of Wells Fargo Securities LLC. About Sunesis Pharmaceuticals Headquartered in San Francisco, California, Sunesis -- http://www.sunesis.com/-- is a biopharmaceutical company developing new targeted therapeutics for the treatment of hematologic and solid cancers. The Company is focused on advancing its novel kinase inhibitor pipeline, with an emphasis on its oral non-covalent BTK inhibitor vecabrutinib. Vecabrutinib is currently being evaluated in a Phase 1b/2 study in adults with chronic lymphocytic leukemia and other B-cell malignancies that have progressed after prior therapies. The Company's proprietary PDK1 inhibitor SNS-510 is in preclinical development. PDK1 is a master kinase that activates other kinases important to cell growth and survival including members of the AKT, PKC, RSK, and SGK families. Sunesis is exploring strategic alternatives for vosaroxin, a late-stage investigational product for relapsed or refractory AML. Sunesis also has an interest in the pan-RAF inhibitor TAK-580 which is licensed to Takeda. TAK-580 is in a clinical trial for pediatric low-grade glioma. Sunesis incurred a net loss of $26.61 million in 2018 following a net loss of $35.45 million in 2017. As of March 31, 2019, the Company had $27.75 million in total assets, $10.66 million in total liabilities, and $17.08 million in total stockholders' equity. Ernst & Young LLP, in San Jose, California, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 7, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. TCR SPORTS: Settlement in Gonzalez TCPA Suit Has Final Approval --------------------------------------------------------------- In the case, SEBASTIAN GONZALEZ, Plaintiff, v. TCR SPORTS BROADCASTING HOLDING, LLP d/b/a Mid-Atlantic Sports Network, HYUNDAI MOTOR AMERICA, INC., and MERCEDES-BENZ USA, LLC, Defendants, Case No. 1:18-CV-20048-DPG (S.D. Fla.), Judge Darrin P. Gayles of the U.S. District Court for the Southern District of Florida granted the Plaintiff's (i) Motion for Final Approval of Class Action Settlement and (ii) Motion for Attorneys' Fees, Costs, and Service Award, both filed on April 1, 2019. The matter came before the Court upon removal of the Plaintiff's Class Action Complaint, which alleged that TCR Sports, doing business as Mid-Atlantic Sports Network ("MASN") and various retail seller co-Defendants, violated the Telephone Consumer Protection Act ("TCPA") by offering to provide consumers with informational baseball score updates, but then sending them various text messages advertising third party retailers via an automated telephone dialing system ("ATDS") in violation of the TCPA. According to the Complaint, Plaintiff sought injunctive relief and statutory damages. The parties proceeded to litigate the case, which included motions for remand, numerous motions to stay, and the Defendants' efforts to strike the Plaintiff's nationwide class allegations under the Supreme Court's recent decision in Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco County. After attending two full-day mediation sessions and conducting confirmatory discovery, on Dec. 5, 2018, the parties noticed the Court that they had reached a Class Action Settlement. The Plaintiff filed an unopposed Motion for Preliminary Approval of Class Action Settlement Agreement, which the Court granted on Feb. 14, 2019. The matter came before the Court on the Plaintiff's Motions. In Plaintiff's Motion for Attorneys' Fees, Costs, and Service Award, the Plaintiff's counsel requests $833,333 in attorneys' fees and $28,830.57 in costs and expenses. The Plaintiff requests a $10,000 incentive payment for the Plaintiff as the Class Representative. A final fairness hearing was held on May 22, 2019. No objections to the Settlement Agreement were filed or raised at the final fairness hearing. Judge Gayles finds, pursuant to Federal Rule of Civil Procedure 23(e), that the settlement of the Action pursuant to the terms of the Settlement Agreement is, and is finally approved to be, a fair, reasonable, and adequate settlement in the best interests of the Settlement Class, in light of the factual, legal, practical, and procedural considerations raised in the Action. In light of these findings, and solely for purposes of the Settlement, the Judge certified the Action as a class action pursuant to Federal Rule of Civil Procedure 23(b)(3). The Settlement Class is defined as all Persons who received one or more text messages sent by or on behalf of Defendant MASN on a cellular phone between Dec. 12, 2013 and Feb. 14, 2019. The Judge appointed Plaintiff Gonzalez as the Class Representative; and the Plaintiff's attorneys David P. Milian and Ruben Conitzer of the law firm Carey Rodriguez Milian Gonya LLP as the Class Counsel. He approved the Settlement Agreement, and it will govern all issues regarding the settlement and all rights of the Parties and the Settlement Class Members thereunder. Defendant MASN will make the required payments, in accordance with the amounts and at the times set forth in the Settlement Agreement, to fund (a) all payments to Settlement Class Members who submit an Approved Claim; (b) the Plaintiff's incentive award; (c) attorneys' fees and costs to the Class Counsel; and (d) Settlement Administration Costs. Approved Claimants will be paid cash awards in the amounts and in the manner set forth in the Settlement Agreement. The Judge approved a $10,000-Incentive Award to the Plaintiff for his role as Class Representative. He also approved an award of attorneys' fees to the Class Counsel in the total amount of $833,333.33. He further approved a recovery of costs incurred by the Class Counsel in the total amount of $28,830.57. These amounts will be paid by MASN. The Action is dismissed with prejudice and without taxable costs to any Party, and judgment is entered in accordance with the Order and the Settlement Agreement. The Judge granted both the Plaintiff's (i) Motion for Final Approval of Class Action Settlement, and (ii) Motion for Attorneys' Fees, Costs, and Service Award. The Clerk of Court will close the case and deny all other pending motions as moot. A full-text copy of the Court's May 24, 2019 Final Approval Order and Judgment is available at https://is.gd/sqki3n from Leagle.com. Sebastian Gonzalez, Plaintiff, represented by David Philip Milian -- dmilian@caseyrodriguez -- Carey Rodriguez Milian Gonya LLP, Ruben Conitzer -- Rconitzer@caseyrodriguez.com -- Carey Rodriguez Milian Gonya LLP & David Matthew Levine -- dlevine@caseyrodriguez.com -- Carey Rodriguez Milian Gonya, LLP. TCR Sports Broadcasting Holding LLP, Defendant, represented by Ian M. Ross -- rossi@gtlaw.com -- Greenberg Traurig, P.A. Hyundai Motor America, Inc., Defendant, represented by Mitchell Edward Widom -- mwidom@bilzin.com -- Bilzin Sumberg Baena Price & Axelrod. Mercedes-Benz USA, LLC, Defendant, represented by Daniel Brandon Rogers -- drogers@shb.com -- Shook Hardy & Bacon LLP & James John Feeney -- jfeeney@shb.com -- Shook Hardy & Bacon. TECHNICAL COMMUNICATIONS: Auditor Tenders Resignation ----------------------------------------------------- CohnReznick LLP informed Technical Communications Corporation on July 8, 2019, of its intention to resign as the Company's independent registered public accounting firm effective at the conclusion of the third quarter interim review for the period ended June 29, 2019. The report of CohnReznick LLP on the Company's financial statements for the past fiscal year did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report disclosed an uncertainty that raised substantial doubt as to the Company's ability to continue as a going concern. The Company said that in connection with the audit of the Company's financial statements for the most recent fiscal year and through July 8, 2019, there have been no disagreements between the Company and CohnReznick LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which disagreement, if not resolved to the satisfaction of CohnReznick LLP, would have caused it to make reference to the subject matter of such disagreement in connection with its report on the financial statements for that period. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com/-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks. Technical Communications reported a net loss of $1.47 million for the year ended Sept. 29, 2018, compared to a net loss of $1.91 million for the year ended Sept. 30, 2017. As of March 30, 2019, Technical Communications had $3.26 million in total assets, $1.78 million in total current liabilities, and $1.47 million in total stockholders' equity. CohnReznick LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 21, 2019, on the Company's consolidated financial statements for the year ended Sept. 29, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit of $2,786,356 at Sept. 29, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TELEFLEX INC: S&P Affirms 'BB+' ICR, Debt Ratings ------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit and debt ratings on Teleflex Inc. The rating affirmation reflects S&P's expectation that the company will continue its deleveraging path, with leverage returning to less than 3x by late 2019, and for continued solid revenue and EBITDA growth. The negative outlook reflects the risk that Teleflex may adopt a more aggressive acquisition policy, resulting in leverage remaining above 3x for several years. Unforeseen declines in EBITDA margin could also result in higher leverage. S&P said, "The negative outlook continues to reflect the risks to our expectations of rapid deleveraging in 2019 and the potential for a downgrade if we believe the company's commitment to generally maintaining adjusted (net) debt leverage below 3x has weakened. "We could lower the rating if we expect debt leverage to remain above 3x on a sustained basis. This could happen if the company prioritizes acquisitions or other strategic plans ahead of debt reduction. This could also occur from underperformance due to heightened competition, operational disruptions, or weaker-than-expected margin expansion from the company's restructuring programs. This could occur if margins are more than 50 basis points (bps) weaker than our base-case expectations for 2019. "We would consider revising the outlook to stable if we believed adjusted debt leverage would decline below 3x and generally remain there over time." TG LIQUIDATING: Aug. 21 Plan, Disclosures Hearing Set ----------------------------------------------------- Bankruptcy Judge Thomas J. Tucker issued an order granting preliminary approval of TG Liquidating Co.'s disclosure statement referring to its chapter 11 plan. The deadline to return ballots on the Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Plan is August 2, 2019. The hearing on objections to final approval of the Disclosure Statement and confirmation of the Plan will be held on August 21, 2019 at 11:00 a.m., in Room 1925, 211 W. Fort Street, Detroit, Michigan. As previously reported by the Troubled Company Reporter, under the plan, holders of Class I general unsecured claims will be paid a Pro Rata share of the General Unsecured Claims Payment. The amount of the General Unsecured Claims Payment will be the proceeds of all Debtors assets, including all Causes of Action, after payment of all Administrative, and Priority Claims. Debtor makes no guaranty or representation that there will be sufficient funds to make a General Unsecured Claims Payment. A full-text copy of the Disclosure Statement dated June 24, 2019, is available at http://tinyurl.com/y6jym9kcfrom PacerMonitor.com at no charge. About The Tennis & Golf Co. Founded in 1977, The Tennis & Golf Co. is an independent specialty retailer specializing in sporting goods including golf, running, fitness apparel, footwear, and equipment. The Company sells tennis racquets, apparel, footwear, bags, and accessories, by Wilson, Babolat, Head, Prince, Nike, adidas, New Balance, K-Swiss, Bolle, Stella McCartney, and more. Visit https://www.mytennisandgolf.com for additional information. Tennis & Golf Co. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 19-43260) on March 7, 2019. Judge Thomas J. Tucker is assigned to the case. In the petition signed by Rita Kozlowski, general manager, the Debtor disclosed total assets at $948,138 and total liabilities at $1,344,787. The Debtor tapped David Eisenberg, Esq., at Maddin, Hauser, Roth & Heller, P.C., as counsel. It tapped T & S ASSOCIATES, P.C., as accountant. TPC GROUP: Fitch Affirms B- Issuer Default Rating, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed TPC Group, Inc.'s Long-Term Issuer Default Rating at 'B-' and its subsidiary TPC Phoenix Fuels LLC at 'B-' with a Stable Outlook. In addition, Fitch has assigned an expected rating to the proposed senior secured notes of 'B-(EXP)'/'RR4'. The secured notes issuance will be used to pay the 8.750% notes, the DDTL at TPC Phoenix Fuels LLC, and ABL borrowings due 2020, while eliminating the associated refinancing risk. TPC's ratings are supported by the company's targeted infrastructure enhancements, which Fitch believes will lead to fewer plant turnarounds, improve the long-term reliability of its facilities and enhance daily production volumes. This improved asset base, coupled with currently strong industry dynamics and a favorable new contract structure, should notably improve the company's financial profile. Fitch projects TPC will see FCF transition from negative in 2018 to positive at around $20million-$45 million/year through 2020 due to the upcoming wave of new ethylene capacity (four plants coming online throughout 2019) that should lead to higher utilization rates for the C4 segment and improved reliability of the dehydro unit. Ratings concerns include the company's small size and scale (the company relies on two manufacturing plants), which heightens unplanned shutdown risks and the potential for Methyl tert-butyl ether (MTBE) volatility as contract floors roll off (MTBE assets currently account for approximately 25% of gross profit generation). KEY RATING DRIVERS C4 Segment Primed for Expansion: Fitch believes that TPC's asset base is primed for positive operational momentum after several years of disruptions due to the company's targeted infrastructure enhancements that should improve the reliability of its facilities and reduce the frequency and length of planned and unplanned turnarounds. On March 12, 2019, TPC announced the completion of Phase 1 (four total phases) of its crude C4 Processing Capacity Program, including the expansion of C4 and reinstatement of finished butadiene railcar loading, critical utility system infrastructure reliability improvements, and mechanical integrity projects. By the end of 2Q19, TPC will have completed turnarounds on all of its major C4 processing units. Phase 1 coincides with the first production of four new ethylene crackers, which TPC is expected to receive the majority of production when they come online throughout 2019. The added contracted volume growth should translate to increased FCF and reduce TPC's exposure to spot pricing. Fitch believes the expected volumes from the ethylene crackers will bring down spot exposure to around 5%-10% of total volumes and increase C4 utilization to about 95% over the medium term. TPC's C4 facilities have generally proven reliable, with limited unplanned downtime. However, unplanned outages not forecasted in Fitch's base case can alter utilization rates dramatically. Ethylene cracker construction and operational delays also remain a key volumetric risk over the rating horizon. DeHydro Unit Performance Improved: TPC's financial results had previously been hit by several unplanned outages, most notably in its dehydro unit, which has seen only intermittent periods of successful operation since it was brought online in 2015. The company has made considerable investments to improve operational performance of the plant with post-improvement on-stream time around 98%-100%. Fitch believes, despite the relatively minor 1Q19 pump valve unit failure, the unit has found its operational footing and is significantly improved when compared to historical performance. New Contracts Reduce Volatility: Fitch views TPC's move towards less price sensitive contracts positively as it helps reduce price risk and provide relatively less variable profit margins. Under its C4 processing agreements, the company is able to price in a fixed margin from its C4 suppliers with the potential for further upside based on end-market prices. The company, however, sells its C4 derivatives based off current market prices, which can create some margin variability. A significant portion of TPC's MTBE production comes from its dehydro unit, which is sold under contracts that provide for a floor price linked minimum gross profit. The contracts expire in 2020 heightening cash flow risk, but Fitch believes historical price realizations and the company's strengthened operations and balance sheet help to mitigate the volatility that may be introduced. Positive FCF Generation Expected: Fitch projects TPC will turn FCF positive in 2019, generating around $20million-$45 million in annual FCF through 2020 with further increases thereafter. The negative FCF profile of years past was largely due to operational issues with the company's dehyro unit and the previous contract model that exposed its earnings to more price volatility. Fitch believes TPC has taken steps to mitigate both issues and projects the improved asset and contract base will lead to more stable and consistent FCF generation. Any operational delays in the ethylene facilities coming online could alter its projections somewhat; however, this is largely a timing issue, as the capacity considered in Fitch's projections is largely from plants that have already begun construction. Limited Size and Scale: TPC's business risk is heightened by its reliance on two manufacturing complexes, which combined generate all of its earnings. Any operational disruptions can significantly crimp its cash flow generation, as evidenced by the company's pressured financial profile when the dehydro unit went down for nearly all of 1Q18. While Fitch believes the risk of unplanned outages has significantly lessened with recent operational improvements, TPC's financial profile is still susceptible to the effects of any operational disruptions at either of its facilities. DERIVATION SUMMARY TPC Group has similar leverage to SK Blue Holdings, LP (B/Stable) and substantially lower leverage than Calumet Specialty Products Partners, L.P. (B-/Stable). Fitch expects TPC's gross leverage to be around 4.0x in 2021, compared with around 5.0x for Calumet. However, SK Blue and Calumet are larger in size and scale than TPC evidenced by access to an expansive and flexible logistics/production networks both globally (SK Blue) and domestically (SK Blue & Calumet). This compares against TPC's reliance on two manufacturing facilities both located in the U.S. Calumet and TPC are similarly exposed to commodity prices and have historically had high single-digit margins as opposed to SK Blue's specialized product mix, as evidenced by the company's slightly higher EBITDA margins of around 16% by 2021. These credit strengths enable SK Blue to support a relatively higher leverage profile than TPC and Calumet. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- C4 production growth in 2019 and 2020 as Ethylene plants ramp-up and single digit growth in 2021 as the C4 Processing Segment reaches capacity; -- Performance Products production growth driven by improved dehydro unit efficiency in 2019 and 2020, with a decrease in volumes in 2021; -- Relatively stable gross profit margins reflecting the new contract structure; -- Capex of approximately $70 million in 2019, 2020, and 2021. Fitch's Recovery Assumptions Fitch analyzed TPC's recovery on a going-concern approach to arrive at an enterprise value with a going-concern EBITDA and enterprise value (EV) multiple. Fitch's bankruptcy scenario is based off a prolonged period of unplanned disruptions or other operational hurdles that signal a weakness of the company's asset base and operations. As a result, the company could lose market share and weaken the negotiating power and renewal rates of the existing contracts, which will increase the cash flow risk and potential for losses. The unplanned disruptions will also stress the financial flexibility of the company as repairs can be both cost and time extensive. For the going-concern approach of the ABL and the new secured notes, Fitch made the following assumptions: Fitch assumed a going-concern EBITDA of $145 million, reflective of the C4 processing operating between 85%-90% of total capacity per year, current isobutylene production volumes as the derivative products are highly specialized and have historically operated well and dehydro productivity reverting to 80%-85% of on-stream time (in line with historical performance). Fitch assigned a 4.75x multiple given that, in Fitch's view, the C4 and isobutylene derivatives have relatively less cash flow risk than the MTBE assets, but are not quite as specialized as other peers in the specialty chemicals space, who could see multiples in the high-single digits if their products are considered highly differentiated (generally margins in excess of 20%). While the isobutylene derivatives segment is highly specialized and generates considerable cash flow, the C4 segment accounts for a majority of TPC's earnings and Fitch views most of the downstream products as more commoditized. Fitch assumes that the borrowing base of $200 million will be fully drawn as the company would borrow for added liquidity. The EV, $689 million, is deducted by 10% for administrative claims, leaving $620 million available to creditors. Under these assumptions, the ABL facility (revolver and FILO tranche) recovers within the 'RR1' level and is rated 'BB-' and the new senior secured notes are expected to recover within the 'RR4' level and are rated 'B-(EXP)'. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Improved operational stability signalled by high utilization across both segments, a decreased risk of unplanned disruptions, increased size and scale, and successful integration of added capacity into the company's systems; -- Continued or further improved, favourable contract terms, allowing TPC to maintain its lower margin volatility; -- Debt/EBITDA sustained at or below 3.5x (FFO adjusted leverage sustained around 3.0x-3.5x). -- Evidence of sustained FCF used to build cash. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Continued unplanned disruptions (outside of weather/third party incidents), signalling a continued weakness in the company's asset base; -- Inability to renew contracts at current terms leading to greater cash flow volatility; -- FFO interest coverage trending below 1.5x. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity Position: TPC's amended ABL provides immediate liquidity improvement with the borrowing base increasing from $155 million to $200 million and an extended the tenor to five years. Fitch expects the amended ABL to be approximately 95% available, pending the pro forma debt issuance. Similar to the existing ABL, the amended ABL has a FILO tranche, which will be 'reset' to the original commitment amount of $7.5 million. Fitch expects TPC's liquidity position to improve over the forecast horizon, highlighted by increasing FCF generation, which will lead to limited ABL borrowings throughout the forecast. Cash on hand at 1Q19 was $5 million. New Debt Extends Maturities: TPC's new capital structure extends the maturity profile by four years, with both ABL and proposed secured notes scheduled to mature in 2024, five years after issuance. ULTRA PETROLEUM: Terminates 7.125% Senior Notes Exchange Offer -------------------------------------------------------------- Ultra Petroleum Corp. has terminated its previously announced private offer to exchange outstanding 7.125% Senior Notes due 2025 of its wholly owned subsidiary, Ultra Resources, Inc., for new 9.00% Cash / 2.50% PIK Senior Secured Third Lien Notes due 2024 of Ultra Resources. All 2025 Notes previously tendered in the Exchange Offer and not validly withdrawn will be promptly returned to their respective holders. No 2025 Notes will be accepted for exchange and no Third Lien Notes will be issued. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- http://www.ultrapetroleum.com/-- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of March 31, 2019, the Company had $1.83 billion in total assets, $2.74 billion in total liabilities, and a total shareholders' deficit of $914 million. On Jan. 29, 2019, Ultra Petroleum received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that its common shares, no par value, closed below the $1.00 per share minimum bid price required by NASDAQ Listing Rule 5450(a)(1) for 30 consecutive business days. NASDAQ's notice had no immediate effect on the listing or trading of the Company's common shares, which will continue to trade on The NASDAQ Global Select Market under the symbol "UPL". In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has an automatic period of 180 calendar days, or until July 29, 2019, to achieve compliance with the minimum bid price requirement. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. VANGUARD NATURAL: Court Confirms Amended Reorganization Plan ------------------------------------------------------------ Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas, on July 9, issued a findings of fact, conclusions of law, and order confirming the amended joint plan of reorganization (as modified) of Vanguard Natural Resources, Inc., and its debtor affiliates. Class 6 - General Unsecured Claims are impaired. To the extent such Claim has not already been paid in full during the Chapter 11 Cases, each holder of an Allowed Class 6 Claim shall receive: (i) 2% of the face amount of its Allowed Class 6 Claim; provided that (1) the total Cash distribution to all Holders of Allowed Class 6 Claims on account of such Allowed Class 6 Claims shall not exceed the GUC Cash Recovery and (2) for the avoidance of doubt, if the total amount of the Allowed Class 6 Claims is in excess of $30,000,000, the Cash recovery to each holder of an Allowed Class 6 Claim on account of the GUC Cash Recovery shall be reduced on a Pro Rata basis; and (ii) a Pro Rata share of the net distributable portion of the GUC Distribution Trust Assets. Class 4 - Term Loan Claims are impaired. Each holder of an Allowed Class 4 Claim shall receive a Pro Rata share and interest in: (i) at the option of each holder of an Allowed Class 4 Claim, either: (x) the Class 4 Preferred A Option or (y) the Class 4 Preferred B Option; provided that if an holder selects both Class 4 Preferred A Option and Class 4 Preferred B Option or fails to select either option, as of the applicable deadline, such holder shall receive the Class 4 Preferred B Option; and (ii) 10 percent of the New Common Stock, subject to dilution on account of the Management Incentive Plan (if any). Class 5 - Senior Notes Claims are impaired. Subject to the charging lien of the Senior Notes Trustee, each holder of an Allowed Class 5 Claim shall receive a Pro Rata share and interest in: (i) the Class 5 New Preferred Equity Class A Stock Pool; (ii) 15 percent of the New Common Stock, subject to dilution on account of the Management Incentive Plan (if any); and (iii) the Senior Notes Claim Cash. Class 7 - Intercompany Claims are Impaired or Unimpaired. Class 7 Claim shall be, at the option of the Debtors, the Required Consenting Revolver Lenders, and the DIP Agent, either Reinstated, canceled and released without any distribution, or otherwise addressed at such parties' discretion. Class 8 - Intercompany Interests are Impaired or Unimpaired. Class 8 Interests shall be, at the option of the Debtors, the Required Consenting Revolver Lenders, and the DIP Agent, either Reinstated, canceled and released without any distribution, or otherwise addressed at such parties' discretion. Class 9 - Existing Equity Interests are impaired. (b) Treatment: Each Class 9 Interest will be canceled, released, and extinguished, and will be of no further force or effect. Each holder of an Interest will not receive any distribution on account of such Interest. Class 10 - Section 510(b) Claims are impaired. Class 10 Claims shall be discharged, cancelled, released, and extinguished without any distribution to holders of such claims. The Reorganized Debtors shall fund distributions under the Plan with: (1) Cash on hand, including Cash from operations; (2) the Exit Facilities; and (3) the issuance and distribution of the New Preferred Stock and the New Common Stock. A full-text copy of the Amended Disclosure Statement (as Modified) dated July 8, 2019, is available at https://tinyurl.com/yyhtz6g2 from PacerMonitor.com at no charge. The Plan was filed by James T. Grogan, Esq., and Philip M. Guffy, Esq., at Blank Rome LLP, in Houston, Texas; Brian E. Schartz, P.C., Esq., at Kirkland & Ellis LLP, in Houston, Texas; and Christopher Marcus, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland & Ellis LLP, in New York. About Vanguard Natural Resources Vanguard Natural Resources Inc. -- https://www.vnrenergy.com/ -- is an independent exploration and production company focused on the production and development of oil and natural gas properties in the United States. Its assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Piceance Basin in Colorado, the Permian Basin in West Texas and New Mexico, the Arkoma Basin in Oklahoma, the Gulf Coast Basin in Texas, Louisiana and Alabama, the Big Horn Basin in Wyoming and Montana, the Anadarko Basin in Oklahoma and North Texas, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Headquartered in Houston, the company and its affiliates have 295 employees. Vanguard Natural Resources and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-31786) on March 31, 2019. At the time of the filing, the Debtors disclosed $1.478 billion in assets and $1.196 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis International LLP as bankruptcy counsel; Blank Rome LLP as co-counsel with Kirkland; Evercore Group LLC as financial advisor and investment banker; Opportune LLP as restructuring advisor; and Prime Clerk LLC as claims and balloting agent and administrative advisor. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on April 11, 2019. The committee tapped Locke Lord LLP as its legal counsel. VTR FINANCE: Fitch Affirms BB- LongTerm IDRs, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed VTR Finance BV.'s Long-Term Foreign and Local Currency Issuer Default Ratings (IDR) at 'BB-'. In addition, Fitch has affirmed the company's USD1.26 billion senior secured notes due 2024 at 'BB-' and revolving credit facility of VTR's Chilean subsidiary, VTR Comunicaciones SpA, at 'BB+'/'RR2'. The Rating Outlook is Stable. VTR's ratings reflect its strong market position in the Chilean telecom industry, primarily through Pay TV and Internet services. VTR's ratings are supported by its competitive network quality, brand recognition, and successful commercial strategy for its bundled services offerings. The company's cash flow generation is relatively stable, despite an increasingly competitive environment, and boasts strong financial flexibility underpinned by a manageable debt amortization schedule and a committed credit facility. The ratings are tempered by its moderately high leverage for the rating level, pressured free cash flow (FCF) generation in the short to medium term due to high capex, a mature and highly competitive industry backdrop, and a lack of geographical and service diversification compared to the other integrated telecom operators in the region. KEY RATING DRIVERS Strong Market Position: VTR is the leading provider of pay TV and broadband services in Chile, with subscriber market shares of 32.6% and 38.8% on a national basis as of March 2019, respectively, followed closely by its main incumbent competitor, Telefonica Chile S.A. VTR is also the second largest fixed-line telephony service provider, with a 19.8% of subscriber market share. The company has consistently increased its overall revenue generating units (RGU) in recent years, backed by its effective bundled product strategy based on network and service competitiveness. In mobile, the company operates as a virtual network operator (MVNO) with a low market share of 1%. Fitch does not expect any material cash flow contribution from this segment in the short to medium term. Solid Operating Performance: VTR's performance has remained solid through the combination of positive average revenue per user (ARPU) evolution and subscriber expansion. Revenue growth averaged 6% during 2015-2018 with solid EBITDA margins around 39%, a trend that continued in a more conservative way through the first three months of 2019. This has been achieved mainly by growth in its Internet and pay TV services, which have fully offset revenue contraction in its fixed-line telephony services due to the ongoing mobile-fixed substitution trend. Fitch expects the company's steady revenue growth to continue over the medium term, with relatively stable EBITDA margins. Part of Liberty Latin America Group: VTR benefits from strategic oversight by LLA and its management expertise, as well as procurement and operating synergies. LLA's key subsidiaries have unique capital structures, which have historically had relatively high levels of leverage. While there are not cross default or guarantees between the subsidiaries, LLA routinely moves excess cash throughout the group, which affords the operating companies additional financial flexibility; however, LLA's financial strategies also limit material deleveraging and act as a constraint on the ratings. High Capex and Cash Upstreams Pressure FCF: Fitch does not expect any meaningful FCF generation over the medium term due to high capex and upstream dividends. Fitch expects the company's capital intensity, measured by capex to sales, to remain in around 20%, given investments for consumer premises equipment as it continues to grow its subscriber base, network new builds and upgrades. Fitch does not foresee any material net debt reduction over the medium term. Leverage Remains Stable: VTR's adjusted financial leverage is deemed moderately high for the rating level. The company's debt is mostly comprised of its USD1.26 billion senior notes due 2024, which were issued in 2014. Fitch expects an adjusted gross leverage remain around 4.0x in the medium term, considering the stable operational performance and the new bank facilities, five-year term bank loan for CLP174 billion (USD273 million) and revolving credit facility (RCF) of USD185 million plus CLP45 billion the company recently received. These facilities were used to help finance LLA's acquisition of 80% of Cabletica, as well as for repayment of existing debt and general working capital requirements. RCF's Rating Notched Up: VTR's USD1.26 billion senior notes due in 2024 are structurally subordinated to the term loan and RCF, which were entered into by its operating company VTR Comunicaciones SpA. Based on Fitch's bespoke recovery analysis, this term loan and RCF are anticipated to have bespoke recoveries of 100%. Fitch has capped the uplift of the RCF by two notches to 'BB+'/'RR2' (as opposed to three notches as suggested by the bespoke analysis) for the RCF in accordance with Fitch's Country-Specific Treatment of Recovery Ratings Criteria, which limits the potential uplift for Chilean issuers to two notches. The anticipated recovery of the senior secured notes due in 2024 was close to 50%. As a result, these notes remain rated 'BB-', which is consistent with an 'RR4'. DERIVATION SUMMARY Compared to main competitor, Telefonica Chile (BBB+), VTR has a similar business profile, with higher market shares offset by a weaker financial structure and less service diversification. The company's financial profile is weaker than Millicom's operating subsidiaries in the region, such as Comcel Trust (BB+/Stable), and Telefonica Celular del Paraguay (BB+/Stable), and is in line with Axtel S.A.B. de C. (BB-/Stable). These capital structure weaknesses are mitigated to a degree by its leading market positions and solid network competitiveness, and financial flexibility, all of which are deemed strong for the rating level. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include -- Mid-single-digit revenue growth over the medium term, with strong growth in Internet services and pay TV; -- Capex-to-sales ratio to remain around 22%; -- No meaningful FCF generation in 2019-2022; -- EBITDA margin in the range of 38%-39% during 2019-2022. Recovery Assumptions Fitch assumes a going concern EBITDA of CLP157 Billion, which is meaningfully lower than March 31 2019 LTM EBITDA of CLP260 billion. This figure is aligned with projected annual maintenance capex, interest and rent expenses. Fitch assumes a 5.5x EV multiple which was viewed to be conservative given the company's strong growth momentum. WEATHERLY OIL: Discloses Settlement of RRC P&A Liabilities ---------------------------------------------------------- Weatherly Oil & Gas, LLC, filed a further amended Chapter 11 Plan of Liquidation and accompanying Disclosure Statement to disclose the settlement and resolution of significant potential plugging and abandonment liability with the Texas Railroad Commission. On June 27, 2019, the Railroad Commission of Texas ("RRC") filed an objection to the Debtor's conditional approval of the Disclosure Statement. On June 27, 2019, the RRC filed its objection to the sale of the Boswell Unit; an amended objection was filed on July 1, 2019. In light of the RRC's objections and in recognition of significant potential plugging and abandonment liability ("P&A Liabilities") hinging on the results of the Sale Process, on July 2, 2019, the Debtor reached a compromise, with the RRC to mitigate the Debtor's potential P&A liability in the State of Texas. Subject to Court approval, the RRC Settlement resolves RRC claims asserting between $9.6 million and $38.5 million of potential P&A Liabilities, and its objections to the sale of the Boswell Unit and the Disclosure Statement and Plan. The RRC Settlement provides that if the RRC does not object to the Plan and waives any Administrative Claim then it will receive (i) a Cash payment of $1,500,000.00 (in addition to the $2,000,000.00 letter of credit and $250,000.00 bond it currently holds) and (ii) [20]% of the proceeds of the Company Claims Account pursuant to the terms of the Liquidation Trust Agreement. The RRC Settlement payment will be funded on the Effective Date by the Secured Lender's cash collateral ahead of any Plan distributions in the amount of $1,400,000.00 as it had committed pursuant to the Creditor Compromise and by WET in the amount of $100,000.00 which was necessary to bridge the gap between was the Secured Lender's provided and what the RRC required. In exchange for such funding, WET will receive Releases and Exculpations included in Section VII.F and approval of the 9019 Motion. The Debtor will also seek approval of a compromise of all potential causes of action against WET, Vortus Investments, L.P., VIFW GP, L.P., Mr. Brian Crumley, and Mr. Jeffrey Miller in exchange for a payment of $100,000.00 and the contribution of an insurance policy by separate motion to be heard contemporaneously with the confirmation hearing. A full-text copy of the Disclosure Statement dated July 3, 2019, is available at https://tinyurl.com/y6nw7bgq from PacerMonitor.com at no charge. A redlined version of the Disclosure Statement dated July 3, 2019, is available at https://tinyurl.com/y63w7lb9 from Epiq11.com at no charge. The Amended Plan was filed by Matthew D. Cavenaugh, Esq., Elizabeth C. Freeman, Esq., Kristhy M. Peguero, Esq., Vienna F. Anaya, and Veronica A. Polnick, Esq., at Jackson Walker L.L.P., in Houston, Texas, on behalf of the Debtor. About Weatherly Oil Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com/ -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by CRO Scott Pinsonnault, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtor tapped Jackson Walker LLP as its legal counsel; Tenoaks Energy Partners, LLC as sales agent; Ankura Consulting Group, LLC as restructuring advisor; and Epiq Corporate Restructuring LLC as notice and claims agent. The Office of the U.S. Trustee on March 15 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Weatherly Oil & Gas, LLC. The Committee retained Jones Walker LLP as counsel and Conway MacKenzie, Inc., as financial advisor. WEYERBACHER BREWING: Committee Hires Loeb & Loeb as Co-Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Weyerbacher Brewing Company, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to retain Loeb & Loeb LLP, as co-counsel to the Committee. The Committee requires Loeb & Loeb to: a. assist the Committee in maximizing the recovery to and otherwise protecting the rights of unsecured creditors as a whole; b. provide the Committee with legal advice regarding its powers and duties; c. assist in the preparation of any legal papers for the Committee; and d. perform all other legal services on behalf of the Committee which may be necessary. Loeb & Loeb will be paid at these hourly rates: Partners $675 to $1,200 Associates $485 to $770 Paralegals $260 to $440 Loeb & Loeb will also be reimbursed for reasonable out-of-pocket expenses incurred. Schuyler G. Carroll, a partner at Loeb & Loeb LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Loeb & Loeb can be reached at: Schuyler G. Carroll, Esq. LOEB & LOEB LLP 345 Park Avenue New York, NY 10154-1895 Tel: (212) 407-4000 About Weyerbacher Brewing Co. Weyerbacher Brewing Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 19-12558) on April 22, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Richard E. Fehling. Ciardi Ciardi & Astin, P.C., is the Debtor's counsel. Andrew Vara, acting U.S. trustee for Region 3, on May 8, 2019, appointed four creditors to serve on an official committee of unsecured creditors in the Chapter 11 case. The Committee retained Elliot Greenleaf, P.C., and Loeb & Loeb LLP, as co-counsel. WHITETAIL AUTO: Hires Rumberger Kirk as Special Counsel ------------------------------------------------------- Whitetail Auto Transport, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rumberger Kirk & Caldwell PA, as special counsel to the Debtor. Whitetail Auto requires Rumberger Kirk to represent and provide legal services in relation to personal injury claims filed against the Debtor, in the case captioned as Angelicchi vs. White Tail Auto Transport, et al, Case No. 16-CA-002806; and Thorne, as Personal Representative vs. White Tail Auto Transport, LLC, Case No, 2016-CA-006271. Both cases pending with the Circuit Court of the State of Florida, Sarasota County. Rumberger Kirk will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert L. Blank, partner of Rumberger Kirk & Caldwell PA, 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. Rumberger Kirk can be reached at: Robert L. Blank, Esq. RUMBERGER KIRK & CALDWELL PA 100 North Tampa Street, Suite 2000 Tampa, FL 33602-5830 Tel: (813) 223-4253 Fax: (813) 221-4752 About Whitetail Auto Transport Whitetail Auto Transport, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-50513) on Jan. 10, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Sage M. Sigler. The Law Office of Scott B. Riddle, LLC, is the Debtor's legal counsel. Rumberger Kirk & Caldwell PA, is special counsel. WINDSOR MARKETING: Adds Gross Sales Info in 4th Amended Plan ------------------------------------------------------------ Windsor Marketing Group, Inc., filed a Fourth Amended Chapter 11 Plan and accompanying Fourth Amended Disclosure Statement to disclose recent gross sales. During the case, the company has had difficulty generating new sales due to cash constraints. The sales department recognizes that limited resources have to be allocated to long-standing customers first and therefore is cautious in approach to "spot" work. Projects for new or sporadic customers must be carefully considered to ensure cash will be available to purchase the raw materials necessary for timely delivery. Absent the capital that is expected to be available from a refinance (and attendant exit from 11), only modest, if any, sales gains can be expected while operating in 11. Recent gross sales are as follows: - Nov-18 - 1,452,385 - Dec-18 - 906.498 - Jan-19 - 1,091,499 - Feb-19 - 894,089 - Mar-19 - 924,083 - Apr-19 - 1,038,430 - May-19 - 1,045,844 Class 6 - Allowed Unsecured Non-Priority Claims Against the Debtor are impaired. Holders of Allowed Unsecured Claims in Class 6 shall receive their Pro Rata share of a quarterly payment in the amount of $53,571.42 paid each quarter by the Reorganized Debtor to the Creditor Representative for a total of twenty-eight (28) quarters commencing six months after the Effective Date of the Plan. All Cash necessary for the Reorganized Debtor to make payments required pursuant to the Plan will be obtained from the Reorganized Debtor’s Cash balances, including Cash from operations, from financing or other capital investment to be obtained by the Debtor, and from net proceeds from the sale of any assets of the Reorganized Debtor. A full-text copy of the Fourth Amended Disclosure Statement dated July 2, 2019, is available at https://tinyurl.com/y2sd2ryg from PacerMonitor.com at no charge. A redlined version of the Fourth Amended Disclosure Statement dated July 2, 2019, is available at https://tinyurl.com/yxc7eb67 from PacerMonitor.com at no charge. Counsel for the Debtor are James Berman, Esq., and Matthew K. Beatman, Esq., at Zeisler & Zeisler, P.C., in Bridgeport, Connecticut. About Windsor Marketing Group Headquartered in Suffield, Connecticut, Windsor Marketing Group, Inc. -- https://windsormarketing.com/ -- is a privately held company that develops and implements innovative in-store marketing programs for more than 3,000 clients, including some of the nation's top retailers. Founded in 1976, Windsor Marketing helps retailers make their stores easier to shop, reduce turnaround times and lower production and fulfillment costs. Windsor Marketing Group filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-20022) on Jan. 8, 2018. In the petition signed by Kevin F. Armata, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor's counsel is James Berman, Esq., at Zeisler & Zeisler, P.C. The U.S. Trustee for Region 2 on Jan. 22, 2018, appointed three creditors to serve on an official committee of unsecured creditors. Lowenstein Sandler LLP, serves as counsel to the Committee; and Neubert, Pepe & Monteith, P.C., as its Connecticut counsel. WINFIELD APARTMENT: Hires Robert V. Ginn as Counsel --------------------------------------------------- Winfield Apartment Partners, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nebraska to employ Robert V. Ginn, Attorney, as counsel to the Debtor. Winfield Apartment requires Robert V. Ginn to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the continued operation of its business and in the management and reorganization of its affairs; b. prepare and file of a plan of reorganization and accompanying disclosure statement; and c. perform all other legal services as may be reasonably requested by Debtor and as are reasonably necessary herein. Robert V. Ginn will be paid at the hourly rate of $300. Robert V. Ginn will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Vaughan Ginn, 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. Robert V. Ginn can be reached at: Robert Vaughan Ginn, Esq. ROBERT V. GINN, ATTORNEY 1337 South 101 Street, Ste 209 Omaha, NE 68124 Tel: (402) 398-5434 E-mail: rvginn@cox.net About Winfield Apartment Partners Winfield Apartment Partners LLC is primarily engaged in renting and leasing real estate properties. Winfield Apartment Partners, based in Omaha, NE, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-80944) on June 25, 2019. The petition was signed by John C. Foley, Central States Development, managing member. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Thomas L. Saladino oversees the case. Robert Vaughan Ginn, Attorney at Law, serves as bankruptcy counsel. WYANDANCH UNION: Moody's Cuts Rating on $875K GO Debt to Ba1 ------------------------------------------------------------ Moody's Investors Service has downgraded Wyandanch Union Free School District, NY's outstanding general obligation debt to Ba1 from Baa3. The outlook has been revised to negative. This rating action affects approximately $875,000 in rated debt outstanding. RATINGS RATIONALE The downgrade to Ba1 reflects the district's continued stressed financial operations beginning in fiscal 2019. The district's reserves will decline in fiscal 2019 and, given the narrow budget in fiscal 2020, could continue to decline. The Ba1 also reflects the district's modest tax base with weak resident wealth and income and slightly elevated long-term liabilities. RATING OUTLOOK The negative outlook reflects its expectation that the district's financial position will remain challenged and narrow in the near-term. FACTORS THAT COULD LEAD TO AN UPGRADE Trend of adopting structurally balanced and realistic budgets Material growth in reserves Expansion of local economy and improvement in resident wealth and income FACTORS THAT COULD LEAD TO A DOWNGRADE Fiscal 2019 audited results worse than anticipated Inability to manage operations leading to continued declines in reserves Contraction of tax base Material growth in fixed costs or long-term liabilities LEGAL SECURITY The bonds are secured by the district's general obligation unlimited tax pledge. PROFILE Wyandanch Union Free School District, NY is located Suffolk County, NY (Baa1 stable) servicing the unincorporated areas of Wyandanch and East Farmingdale. The district's student population was approximately 2,700 students. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABBVIE INC ABBV US 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB TE 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBV AV 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB GZ 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB TH 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBVEUR EU 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB QT 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBVUSD EU 56,769.0 (7,826.0) 509.0 ABBVIE INC 4AB GR 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBV SW 56,769.0 (7,826.0) 509.0 ABBVIE INC ABBV* MM 56,769.0 (7,826.0) 509.0 ABBVIE INC-BDR ABBV34 BZ 56,769.0 (7,826.0) 509.0 ABSOLUTE SOFTWRE ALSWF US 93.0 (51.2) (30.8) ABSOLUTE SOFTWRE ABT CN 93.0 (51.2) (30.8) ABSOLUTE SOFTWRE OU1 GR 93.0 (51.2) (30.8) ABSOLUTE SOFTWRE ABT2EUR EU 93.0 (51.2) (30.8) AIXIN LIFE INTER AIXN US 2.1 (3.2) (4.7) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL TE 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G SW 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL1CHF EU 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G GZ 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL11EUR EU 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL AV 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G QT 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL US 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL* MM 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G GR 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE AAL1USD EU 60,787.0 (636.0) (11,195.0) AMERICAN AIRLINE A1G TH 60,787.0 (636.0) (11,195.0) AMERICAN BRIVISI ABVC US 7.5 (5.5) (10.9) AMYRIS INC AMRS US 172.8 (174.4) (111.5) ATLATSA RESOURCE ATL SJ 139.6 (285.7) (326.1) AUTODESK INC AUD GR 4,808.5 (245.3) (798.4) AUTODESK INC ADSK US 4,808.5 (245.3) (798.4) AUTODESK INC AUD TH 4,808.5 (245.3) (798.4) AUTODESK INC ADSKEUR EU 4,808.5 (245.3) (798.4) AUTODESK INC ADSKUSD EU 4,808.5 (245.3) (798.4) AUTODESK INC ADSK TE 4,808.5 (245.3) (798.4) AUTODESK INC AUD GZ 4,808.5 (245.3) (798.4) AUTODESK INC ADSK AV 4,808.5 (245.3) (798.4) AUTODESK INC ADSK* MM 4,808.5 (245.3) (798.4) AUTODESK INC AUD QT 4,808.5 (245.3) (798.4) AUTOZONE INC AZ5 TH 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZ5 GR 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZOUSD EU 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZO AV 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZ5 TE 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZO* MM 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZO US 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZOEUR EU 9,773.7 (1,589.5) (345.5) AUTOZONE INC AZ5 QT 9,773.7 (1,589.5) (345.5) AUTOZONE INC-BDR AZOI34 BZ 9,773.7 (1,589.5) (345.5) AVID TECHNOLOGY AVID US 299.7 (167.1) 1.4 AVID TECHNOLOGY AVD GR 299.7 (167.1) 1.4 AYR STRATEGIES I AYR/A CN 136.4 (286.0) (5.6) B RILEY - CL A BRPM US 0.4 (0.0) (0.4) B RILEY PRINCIPA BRPM/U US 0.4 (0.0) (0.4) BENEFITFOCUS INC BNFTEUR EU 341.0 (10.4) 119.3 BENEFITFOCUS INC BNFT US 341.0 (10.4) 119.3 BENEFITFOCUS INC BTF GR 341.0 (10.4) 119.3 BEYONDSPRING INC BYSI US 7.8 (17.0) (15.9) BJ'S WHOLESALE C 8BJ QT 5,226.7 (148.3) (330.7) BJ'S WHOLESALE C BJ US 5,226.7 (148.3) (330.7) BJ'S WHOLESALE C 8BJ GR 5,226.7 (148.3) (330.7) BLUE BIRD CORP BLBD US 355.4 (77.6) (2.7) BLUELINX HOLDING BXC US 1,089.7 (18.3) 454.7 BOMBARDIER INC-B BBDBN MM 26,719.0 (4,100.0) 263.0 BRINKER INTL BKJ GR 1,264.1 (814.2) (284.9) BRINKER INTL EAT US 1,264.1 (814.2) (284.9) BRINKER INTL EAT2EUR EU 1,264.1 (814.2) (284.9) BRINKER INTL BKJ QT 1,264.1 (814.2) (284.9) BRP INC/CA-SUB V B15A GR 3,358.1 (364.6) (223.2) BRP INC/CA-SUB V DOOO US 3,358.1 (364.6) (223.2) BRP INC/CA-SUB V DOO CN 3,358.1 (364.6) (223.2) CADIZ INC CDZI US 73.9 (81.4) 13.8 CADIZ INC 2ZC GR 73.9 (81.4) 13.8 CAMBIUM NETWORKS CMBM US 154.4 (18.7) 37.4 CAMBIUM NETWORKS CMBMEUR EU 154.4 (18.7) 37.4 CAMBIUM NETWORKS 089 GR 154.4 (18.7) 37.4 CAMBIUM NETWORKS 089 GZ 154.4 (18.7) 37.4 CATASYS INC CATS US 7.2 (10.7) (2.6) CDK GLOBAL INC C2G QT 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDK* MM 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDKUSD EU 3,165.8 (475.4) 143.9 CDK GLOBAL INC C2G TH 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDKEUR EU 3,165.8 (475.4) 143.9 CDK GLOBAL INC C2G GR 3,165.8 (475.4) 143.9 CDK GLOBAL INC CDK US 3,165.8 (475.4) 143.9 CEDAR FAIR LP FUN US 2,132.5 (109.6) (108.6) CEDAR FAIR LP 7CF GR 2,132.5 (109.6) (108.6) CEDAR FAIR LP FUN1EUR EU 2,132.5 (109.6) (108.6) CHEWY INC- CL A CHWY US 541.6 (335.9) (365.4) CHOICE HOTELS CZH GR 1,173.8 (185.5) (53.2) CHOICE HOTELS CHH US 1,173.8 (185.5) (53.2) CINCINNATI BELL CBB US 2,649.3 (102.3) (116.4) CINCINNATI BELL CIB1 GR 2,649.3 (102.3) (116.4) CINCINNATI BELL CBBEUR EU 2,649.3 (102.3) (116.4) CLEAR CHANNEL OU CCO US 6,325.6 (2,255.8) (147.2) CLEAR CHANNEL OU C7C1 GR 6,325.6 (2,255.8) (147.2) CLEAR CHANNEL OU CCO1EUR EU 6,325.6 (2,255.8) (147.2) COGENT COMMUNICA CCOI US 797.0 (164.2) 252.3 COGENT COMMUNICA OGM1 GR 797.0 (164.2) 252.3 COGENT COMMUNICA CCOIUSD EU 797.0 (164.2) 252.3 COHERUS BIOSCIEN CHRSUSD EU 186.1 (38.5) 117.8 COHERUS BIOSCIEN 8C5 QT 186.1 (38.5) 117.8 COHERUS BIOSCIEN 8C5 TH 186.1 (38.5) 117.8 COHERUS BIOSCIEN CHRSEUR EU 186.1 (38.5) 117.8 COHERUS BIOSCIEN CHRS US 186.1 (38.5) 117.8 COHERUS BIOSCIEN 8C5 GR 186.1 (38.5) 117.8 COLGATE-BDR COLG34 BZ 12,883.0 (210.0) 268.0 COLGATE-CEDEAR CL AR 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL SW 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL EU 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA TH 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CLEUR EU 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL* MM 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL TE 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV COLG AV 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CLUSD SW 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA GZ 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CL US 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA GR 12,883.0 (210.0) 268.0 COLGATE-PALMOLIV CPA QT 12,883.0 (210.0) 268.0 COLUMBIA CARE IN 3LP GR 161.5 (0.9) (1.9) COLUMBIA CARE IN CCHWEUR EU 161.5 (0.9) (1.9) COLUMBIA CARE IN CCHW CN 161.5 (0.9) (1.9) COLUMBIA CARE IN COLXF US 161.5 (0.9) (1.9) CURE PHARMACEUTI CURR US 5.3 (0.2) (1.8) CYCLERION THERAP CYCN US 9.8 (7.8) (16.5) DELEK LOGISTICS DKL US 640.2 (141.9) (4.8) DELEK LOGISTICS D6L GR 640.2 (141.9) (4.8) DENNY'S CORP DENN US 422.3 (140.2) (50.5) DENNY'S CORP DENNEUR EU 422.3 (140.2) (50.5) DENNY'S CORP DE8 GR 422.3 (140.2) (50.5) DIEBOLD NIXDORF DBD GR 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBD US 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBD SW 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBDEUR EU 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DBDUSD EU 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DLD TH 4,327.3 (274.7) 482.8 DIEBOLD NIXDORF DLD QT 4,327.3 (274.7) 482.8 DINE BRANDS GLOB IHP GR 2,076.1 (190.8) 19.7 DINE BRANDS GLOB DIN US 2,076.1 (190.8) 19.7 DOLLARAMA INC DOL CN 3,417.0 (219.0) 19.9 DOLLARAMA INC DR3 GR 3,417.0 (219.0) 19.9 DOLLARAMA INC DLMAF US 3,417.0 (219.0) 19.9 DOLLARAMA INC DR3 GZ 3,417.0 (219.0) 19.9 DOLLARAMA INC DOLEUR EU 3,417.0 (219.0) 19.9 DOLLARAMA INC DR3 QT 3,417.0 (219.0) 19.9 DOLLARAMA INC DR3 TH 3,417.0 (219.0) 19.9 DOMINO'S PIZZA EZV GR 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZ US 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZEUR EU 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZUSD EU 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZ AV 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA DPZ* MM 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA EZV QT 1,148.3 (2,975.2) 178.5 DOMINO'S PIZZA EZV TH 1,148.3 (2,975.2) 178.5 DUNKIN' BRANDS G DNKN US 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G 2DB GR 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G 2DB TH 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G 2DB GZ 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G 2DB QT 3,725.4 (691.3) 253.3 DUNKIN' BRANDS G DNKNEUR EU 3,725.4 (691.3) 253.3 EMISPHERE TECH EMIS US 5.2 (155.3) (1.4) EVERI HOLDINGS I G2C TH 1,632.0 (95.8) 3.3 EVERI HOLDINGS I G2C GR 1,632.0 (95.8) 3.3 EVERI HOLDINGS I EVRI US 1,632.0 (95.8) 3.3 EVERI HOLDINGS I EVRIUSD EU 1,632.0 (95.8) 3.3 EVERI HOLDINGS I EVRIEUR EU 1,632.0 (95.8) 3.3 EVOFEM BIOSCIENC NEOTEUR EU 3.2 (28.9) (30.7) EVOFEM BIOSCIENC 1AQ1 TH 3.2 (28.9) (30.7) EVOFEM BIOSCIENC NEOTUSD EU 3.2 (28.9) (30.7) EVOFEM BIOSCIENC 1AQ1 GR 3.2 (28.9) (30.7) EVOFEM BIOSCIENC EVFM US 3.2 (28.9) (30.7) EXELA TECHNOLOGI XELAU US 1,702.9 (204.3) (84.6) FC GLOBAL REALTY FCRE IT 4.2 (0.6) (3.2) FILO MINING CORP FIL SS 10.9 (5.4) (5.9) FORTUNE VALLEY T FVTI US 0.6 (0.4) (0.5) FRONTDOOR IN FTDR US 1,097.0 (334.0) (5.0) FRONTDOOR IN 3I5 GR 1,097.0 (334.0) (5.0) FRONTDOOR IN FTDREUR EU 1,097.0 (334.0) (5.0) GOGO INC GOGO US 1,296.8 (284.0) 220.7 GOGO INC G0G TH 1,296.8 (284.0) 220.7 GOGO INC GOGOUSD EU 1,296.8 (284.0) 220.7 GOGO INC GOGOEUR EU 1,296.8 (284.0) 220.7 GOGO INC G0G GR 1,296.8 (284.0) 220.7 GOGO INC G0G QT 1,296.8 (284.0) 220.7 GOOSEHEAD INSU-A GSHD US 48.4 (31.9) - GOOSEHEAD INSU-A 2OX GR 48.4 (31.9) - GOOSEHEAD INSU-A GSHDEUR EU 48.4 (31.9) - GRAFTECH INTERNA EAF US 1,529.7 (881.6) 456.0 GRAFTECH INTERNA G6G GR 1,529.7 (881.6) 456.0 GRAFTECH INTERNA G6G TH 1,529.7 (881.6) 456.0 GRAFTECH INTERNA EAFEUR EU 1,529.7 (881.6) 456.0 GRAFTECH INTERNA G6G QT 1,529.7 (881.6) 456.0 GRAFTECH INTERNA EAFUSD EU 1,529.7 (881.6) 456.0 GREEN PLAINS PAR GPP US 121.4 (73.4) (3.0) GREEN PLAINS PAR 8GP GR 121.4 (73.4) (3.0) GREENLANE HOLD-A GNLN US 93.7 (12.7) 28.0 GREENLANE HOLD-A G67 GR 93.7 (12.7) 28.0 GREENLANE HOLD-A G67 TH 93.7 (12.7) 28.0 GREENLANE HOLD-A G67 QT 93.7 (12.7) 28.0 GREENSKY INC-A GSKY US 832.7 (73.3) 288.2 HANGER INC HNGR US 752.0 (30.6) 77.2 HCA HEALTHCARE I 2BH GR 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I 2BH TH 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCA US 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCA* MM 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCAUSD EU 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I 2BH TE 43,379.0 (2,255.0) 577.0 HCA HEALTHCARE I HCAEUR EU 43,379.0 (2,255.0) 577.0 HERBALIFE NUTRIT HOO GR 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HLF US 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HLFUSD EU 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HOO GZ 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HLFEUR EU 2,982.8 (629.1) 304.0 HERBALIFE NUTRIT HOO QT 2,982.8 (629.1) 304.0 HEWLETT-CEDEAR HPQ AR 31,946.0 (1,487.0) (4,918.0) HOME DEPOT - BDR HOME34 BZ 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HD TE 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDI TH 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDI GR 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HD US 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HD* MM 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDUSD SW 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDI GZ 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HD AV 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDEUR EU 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDI QT 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDCHF EU 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HDUSD EU 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HD SW 51,515.0 (2,143.0) 880.0 HOME DEPOT INC HD CI 51,515.0 (2,143.0) 880.0 HOME DEPOT-CED HDD AR 51,515.0 (2,143.0) 880.0 HOME DEPOT-CED HDC AR 51,515.0 (2,143.0) 880.0 HOME DEPOT-CED HD AR 51,515.0 (2,143.0) 880.0 HP COMPANY-BDR HPQB34 BZ 31,946.0 (1,487.0) (4,918.0) HP INC 7HP TH 31,946.0 (1,487.0) (4,918.0) HP INC 7HP GR 31,946.0 (1,487.0) (4,918.0) HP INC HPQ US 31,946.0 (1,487.0) (4,918.0) HP INC HPQ* MM 31,946.0 (1,487.0) (4,918.0) HP INC HPQ TE 31,946.0 (1,487.0) (4,918.0) HP INC HPQUSD SW 31,946.0 (1,487.0) (4,918.0) HP INC HPQEUR EU 31,946.0 (1,487.0) (4,918.0) HP INC 7HP GZ 31,946.0 (1,487.0) (4,918.0) HP INC HPQ AV 31,946.0 (1,487.0) (4,918.0) HP INC HWP QT 31,946.0 (1,487.0) (4,918.0) HP INC HPQCHF EU 31,946.0 (1,487.0) (4,918.0) HP INC HPQUSD EU 31,946.0 (1,487.0) (4,918.0) HP INC HPQ SW 31,946.0 (1,487.0) (4,918.0) HP INC HPQ CI 31,946.0 (1,487.0) (4,918.0) IAA INC IAA US 1,975.4 (240.7) 187.9 IAA INC 3NI GR 1,975.4 (240.7) 187.9 IAA INC IAA-WEUR EU 1,975.4 (240.7) 187.9 IHEARTMEDIA-CL A IHTM US 14,286.0 (11,566.1) 650.5 IMMUNOGEN INC IMGN* MM 323.9 (27.6) 228.4 INSEEGO CORP INO QT 177.6 (32.6) 33.4 INSEEGO CORP INO TH 177.6 (32.6) 33.4 INSEEGO CORP INSGUSD EU 177.6 (32.6) 33.4 INSEEGO CORP INSG US 177.6 (32.6) 33.4 INSEEGO CORP INO GR 177.6 (32.6) 33.4 INSEEGO CORP INSGEUR EU 177.6 (32.6) 33.4 INSEEGO CORP INO GZ 177.6 (32.6) 33.4 INSPIRED ENTERTA INSE US 187.7 (13.2) 14.3 INTERCEPT PHARMA I4P QT 438.3 (55.0) 294.5 INTERCEPT PHARMA ICPTUSD EU 438.3 (55.0) 294.5 INTERCEPT PHARMA I4P TH 438.3 (55.0) 294.5 INTERCEPT PHARMA ICPT US 438.3 (55.0) 294.5 INTERCEPT PHARMA I4P GR 438.3 (55.0) 294.5 IRONWOOD PHARMAC IRWD US 363.5 (237.2) 83.3 IRONWOOD PHARMAC I76 GR 363.5 (237.2) 83.3 IRONWOOD PHARMAC I76 TH 363.5 (237.2) 83.3 IRONWOOD PHARMAC IRWDUSD EU 363.5 (237.2) 83.3 IRONWOOD PHARMAC IRWDEUR EU 363.5 (237.2) 83.3 IRONWOOD PHARMAC I76 QT 363.5 (237.2) 83.3 ISRAMCO INC ISRL US 110.9 (3.7) (8.7) ISRAMCO INC IRM GR 110.9 (3.7) (8.7) ISRAMCO INC ISRLEUR EU 110.9 (3.7) (8.7) JACK IN THE BOX JBX GR 832.1 (592.5) (76.8) JACK IN THE BOX JACK US 832.1 (592.5) (76.8) JACK IN THE BOX JBX GZ 832.1 (592.5) (76.8) JACK IN THE BOX JBX QT 832.1 (592.5) (76.8) JACK IN THE BOX JACK1EUR EU 832.1 (592.5) (76.8) KIMBERLY-CEDEAR KMB AR 15,204.0 (18.0) (1,942.0) KIMBERLY-CLA-BDR KMBB34 BZ 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY TH 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMB US 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY GR 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY SW 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMBUSD EU 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY GZ 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY TE 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMBEUR EU 15,204.0 (18.0) (1,942.0) KIMBERLY-CLARK KMY QT 15,204.0 (18.0) (1,942.0) KONTOOR BRAND KTB US 2,385.4 1,579.0 1,143.8 KONTOOR BRAND 3KO TH 2,385.4 1,579.0 1,143.8 KONTOOR BRAND 3KO GR 2,385.4 1,579.0 1,143.8 KONTOOR BRAND KTBEUR EU 2,385.4 1,579.0 1,143.8 KONTOOR BRAND KTBUSD EU 2,385.4 1,579.0 1,143.8 KONTOOR BRAND 3KO QT 2,385.4 1,579.0 1,143.8 KONTOOR BRAND 3KO GZ 2,385.4 1,579.0 1,143.8 KONTOOR BRAND 0A1X LI 2,385.4 1,579.0 1,143.8 L BRANDS INC LTD TH 10,998.0 (898.0) 750.0 L BRANDS INC LB US 10,998.0 (898.0) 750.0 L BRANDS INC LBUSD EU 10,998.0 (898.0) 750.0 L BRANDS INC LBRA AV 10,998.0 (898.0) 750.0 L BRANDS INC LBEUR EU 10,998.0 (898.0) 750.0 L BRANDS INC LB* MM 10,998.0 (898.0) 750.0 L BRANDS INC LTD QT 10,998.0 (898.0) 750.0 L BRANDS INC LTD GR 10,998.0 (898.0) 750.0 LAMB WESTON LW-WUSD EU 3,111.2 (56.2) 401.4 LAMB WESTON 0L5 GR 3,111.2 (56.2) 401.4 LAMB WESTON LW-WEUR EU 3,111.2 (56.2) 401.4 LAMB WESTON 0L5 TH 3,111.2 (56.2) 401.4 LAMB WESTON 0L5 QT 3,111.2 (56.2) 401.4 LAMB WESTON LW* MM 3,111.2 (56.2) 401.4 LAMB WESTON LW US 3,111.2 (56.2) 401.4 LANDCADIA HOLD-A LCA US 0.2 (0.0) (0.3) LANDCADIA HOLDIN LCAHU US 0.2 (0.0) (0.3) LENNOX INTL INC LII US 2,105.7 (204.8) 303.5 LENNOX INTL INC LXI GR 2,105.7 (204.8) 303.5 LENNOX INTL INC LII* MM 2,105.7 (204.8) 303.5 LENNOX INTL INC LXI TH 2,105.7 (204.8) 303.5 LENNOX INTL INC LII1USD EU 2,105.7 (204.8) 303.5 LENNOX INTL INC LII1EUR EU 2,105.7 (204.8) 303.5 LEXICON PHARMACE LXRXUSD EU 258.5 (45.7) 118.6 LEXICON PHARMACE LXRXEUR EU 258.5 (45.7) 118.6 LEXICON PHARMACE LX31 QT 258.5 (45.7) 118.6 LEXICON PHARMACE LX31 GR 258.5 (45.7) 118.6 LEXICON PHARMACE LXRX US 258.5 (45.7) 118.6 MCDONALDS - BDR MCDC34 BZ 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD TE 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO TH 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD SW 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD US 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO GR 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD* MM 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDUSD SW 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDEUR EU 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO GZ 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD AV 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MDO QT 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDCHF EU 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCDUSD EU 46,466.6 (6,550.9) 1,584.8 MCDONALDS CORP MCD CI 46,466.6 (6,550.9) 1,584.8 MCDONALDS-CEDEAR MCD AR 46,466.6 (6,550.9) 1,584.8 MCDONALDS-CEDEAR MCDC AR 46,466.6 (6,550.9) 1,584.8 MCDONALDS-CEDEAR MCDD AR 46,466.6 (6,550.9) 1,584.8 MEDICINES COMP MDCO US 835.9 (75.4) 195.0 MEDICINES COMP MZN GR 835.9 (75.4) 195.0 MEDICINES COMP MZN GZ 835.9 (75.4) 195.0 MEDICINES COMP MZN QT 835.9 (75.4) 195.0 MEDICINES COMP MDCOUSD EU 835.9 (75.4) 195.0 MEDICINES COMP MZN TH 835.9 (75.4) 195.0 MICHAELS COS INC MIK US 3,679.3 (1,587.4) 307.9 MICHAELS COS INC MIM GR 3,679.3 (1,587.4) 307.9 MOTOROLA SOL-CED MSI AR 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA GR 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA TH 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MOT TE 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MSI US 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MSI1USD EU 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MSI1EUR EU 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA GZ 9,993.0 (1,090.0) 735.0 MOTOROLA SOLUTIO MTLA QT 9,993.0 (1,090.0) 735.0 MSCI INC 3HM GR 3,295.6 (316.5) 457.1 MSCI INC MSCI US 3,295.6 (316.5) 457.1 MSCI INC MSCIUSD EU 3,295.6 (316.5) 457.1 MSCI INC 3HM QT 3,295.6 (316.5) 457.1 MSCI INC MSCI* MM 3,295.6 (316.5) 457.1 MSG NETWORKS- A MSGN US 844.6 (503.3) 205.5 MSG NETWORKS- A 1M4 GR 844.6 (503.3) 205.5 MSG NETWORKS- A MSGNEUR EU 844.6 (503.3) 205.5 MSG NETWORKS- A 1M4 QT 844.6 (503.3) 205.5 NATHANS FAMOUS NATH US 94.3 (70.1) 72.2 NATHANS FAMOUS NFA GR 94.3 (70.1) 72.2 NATHANS FAMOUS NATHEUR EU 94.3 (70.1) 72.2 NATIONAL CINEMED XWM GR 1,117.9 (104.7) 111.7 NATIONAL CINEMED NCMI US 1,117.9 (104.7) 111.7 NATIONAL CINEMED NCMIEUR EU 1,117.9 (104.7) 111.7 NAVISTAR INTL IHR TH 7,066.0 (3,852.0) 1,393.0 NAVISTAR INTL NAV US 7,066.0 (3,852.0) 1,393.0 NAVISTAR INTL IHR GR 7,066.0 (3,852.0) 1,393.0 NAVISTAR INTL NAVEUR EU 7,066.0 (3,852.0) 1,393.0 NAVISTAR INTL NAVUSD EU 7,066.0 (3,852.0) 1,393.0 NAVISTAR INTL IHR QT 7,066.0 (3,852.0) 1,393.0 NAVISTAR INTL IHR GZ 7,066.0 (3,852.0) 1,393.0 NEW ENG RLTY-LP NEN US 243.2 (38.2) - NRC GROUP HOLDIN NRCG US 394.1 (41.4) 51.2 NRG ENERGY NRA TH 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRA GR 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRG US 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRG1USD EU 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRA QT 9,530.0 (1,520.0) 1,513.0 NRG ENERGY NRGEUR EU 9,530.0 (1,520.0) 1,513.0 OMEROS CORP OMER US 101.2 (121.0) 32.4 OMEROS CORP 3O8 GR 101.2 (121.0) 32.4 OMEROS CORP OMERUSD EU 101.2 (121.0) 32.4 OMEROS CORP 3O8 TH 101.2 (121.0) 32.4 OMEROS CORP OMEREUR EU 101.2 (121.0) 32.4 ONDAS HOLDINGS I ONDS US 2.8 (20.7) (17.2) OPTIVA INC RKNEF US 122.5 (24.0) 18.9 OPTIVA INC OPT CN 122.5 (24.0) 18.9 PAPA JOHN'S INTL PZZAEUR EU 739.1 (56.6) (19.2) PAPA JOHN'S INTL PP1 GZ 739.1 (56.6) (19.2) PAPA JOHN'S INTL PZZA US 739.1 (56.6) (19.2) PAPA JOHN'S INTL PP1 GR 739.1 (56.6) (19.2) PHILIP MORRI-BDR PHMO34 BZ 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1 TE 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 TH 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1EUR EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMI SW 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM US 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1 EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 GR 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM1CHF EU 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMOR AV 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 GZ 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMIZ IX 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PMIZ EB 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN PM* MM 38,042.0 (10,185.0) (2,745.0) PHILIP MORRIS IN 4I1 QT 38,042.0 (10,185.0) (2,745.0) PLANET FITNESS-A PLNT1USD EU 1,509.6 (354.0) 283.0 PLANET FITNESS-A PLNT1EUR EU 1,509.6 (354.0) 283.0 PLANET FITNESS-A 3PL QT 1,509.6 (354.0) 283.0 PLANET FITNESS-A PLNT US 1,509.6 (354.0) 283.0 PLANET FITNESS-A 3PL TH 1,509.6 (354.0) 283.0 PLANET FITNESS-A 3PL GR 1,509.6 (354.0) 283.0 PRIORITY TECHNOL PRTH US 472.1 (85.1) 11.7 PROMETIC LIFE PJ2N TH 140.6 (84.1) (2.1) PROMETIC LIFE PLI CN 140.6 (84.1) (2.1) PROMETIC LIFE PJ2N GR 140.6 (84.1) (2.1) PROMETIC LIFE PFSCD US 140.6 (84.1) (2.1) PROMETIC LIFE PLI1EUR EU 140.6 (84.1) (2.1) PURPLE INNOVATIO PRPL US 84.4 (2.7) 13.4 REATA PHARMACE-A 2R3 GR 331.3 (4.6) 256.3 REATA PHARMACE-A RETAEUR EU 331.3 (4.6) 256.3 REATA PHARMACE-A RETA US 331.3 (4.6) 256.3 RECRO PHARMA INC REPH US 181.0 (19.0) 68.1 RECRO PHARMA INC RAH GR 181.0 (19.0) 68.1 REVLON INC-A REV US 3,041.7 (1,132.2) 9.3 REVLON INC-A RVL1 GR 3,041.7 (1,132.2) 9.3 REVLON INC-A REVUSD EU 3,041.7 (1,132.2) 9.3 REVLON INC-A RVL1 TH 3,041.7 (1,132.2) 9.3 REVLON INC-A REVEUR EU 3,041.7 (1,132.2) 9.3 RH RH US 2,545.8 (247.4) (189.5) RH RHEUR EU 2,545.8 (247.4) (189.5) RH RH* MM 2,545.8 (247.4) (189.5) RH RS1 GR 2,545.8 (247.4) (189.5) RIMINI STREET IN RMNI US 124.2 (135.8) (110.6) ROCKETFUEL BLOCK RKFL US 0.0 (0.0) (0.0) ROSETTA STONE IN RST US 174.8 (9.8) (71.6) ROSETTA STONE IN RS8 GR 174.8 (9.8) (71.6) ROSETTA STONE IN RST1EUR EU 174.8 (9.8) (71.6) SALLY BEAUTY HOL S7V GR 2,092.6 (145.1) 753.4 SALLY BEAUTY HOL SBHEUR EU 2,092.6 (145.1) 753.4 SALLY BEAUTY HOL SBH US 2,092.6 (145.1) 753.4 SBA COMM CORP SBACUSD EU 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP 4SB GR 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBAC US 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP 4SB GZ 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBAC* MM 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBACEUR EU 9,312.8 (3,302.8) (1,104.1) SBA COMM CORP SBJ TH 9,312.8 (3,302.8) (1,104.1) SCIENTIFIC GAMES TJW GZ 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES SGMS US 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES SGMSUSD EU 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES TJW GR 8,837.0 (2,423.0) 660.0 SCIENTIFIC GAMES TJW TH 8,837.0 (2,423.0) 660.0 SEALED AIR CORP SEE US 5,155.0 (292.4) 74.1 SEALED AIR CORP SDA GR 5,155.0 (292.4) 74.1 SEALED AIR CORP SEE1EUR EU 5,155.0 (292.4) 74.1 SEALED AIR CORP SDA TH 5,155.0 (292.4) 74.1 SEALED AIR CORP SDA QT 5,155.0 (292.4) 74.1 SHELL MIDSTREAM SHLXUSD EU 1,915.0 (254.0) 246.0 SHELL MIDSTREAM 49M GR 1,915.0 (254.0) 246.0 SHELL MIDSTREAM 49M TH 1,915.0 (254.0) 246.0 SHELL MIDSTREAM SHLX US 1,915.0 (254.0) 246.0 SILK ROAD MEDICA SILK US 38.7 (52.8) 18.3 SILK ROAD MEDICA 2OW GR 38.7 (52.8) 18.3 SILK ROAD MEDICA 2OW GZ 38.7 (52.8) 18.3 SILK ROAD MEDICA SILKEUR EU 38.7 (52.8) 18.3 SILK ROAD MEDICA 2OW TH 38.7 (52.8) 18.3 SILK ROAD MEDICA SILKUSD EU 38.7 (52.8) 18.3 SINO UNITED WORL SUIC US 0.1 (0.1) (0.1) SIX FLAGS ENTERT 6FE GR 2,724.9 (239.9) (308.6) SIX FLAGS ENTERT SIXEUR EU 2,724.9 (239.9) (308.6) SIX FLAGS ENTERT SIX US 2,724.9 (239.9) (308.6) SLEEP NUMBER COR SNBR US 770.7 (124.6) (399.8) SLEEP NUMBER COR SL2 GR 770.7 (124.6) (399.8) SLEEP NUMBER COR SNBREUR EU 770.7 (124.6) (399.8) STARBUCKS CORP SRB TH 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX* MM 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SRB GR 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX TE 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXEUR EU 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX IM 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXUSD SW 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXUSD EU 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SRB GZ 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX AV 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX US 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SRB QT 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUXCHF EU 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX SW 17,641.9 (5,035.2) (321.1) STARBUCKS CORP SBUX CI 17,641.9 (5,035.2) (321.1) STARBUCKS-BDR SBUB34 BZ 17,641.9 (5,035.2) (321.1) STARBUCKS-CEDEAR SBUX AR 17,641.9 (5,035.2) (321.1) STEALTH BIOTHERA S1BA GR 15.5 (175.3) (27.3) STEALTH BIOTHERA MITO US 15.5 (175.3) (27.3) SUNPOWER CORP S9P2 TH 2,307.7 (221.5) 190.3 SUNPOWER CORP SPWR US 2,307.7 (221.5) 190.3 SUNPOWER CORP S9P2 GR 2,307.7 (221.5) 190.3 SUNPOWER CORP SPWREUR EU 2,307.7 (221.5) 190.3 SUNPOWER CORP SPWRUSD EU 2,307.7 (221.5) 190.3 SUNPOWER CORP S9P2 GZ 2,307.7 (221.5) 190.3 SUNPOWER CORP S9P2 QT 2,307.7 (221.5) 190.3 TAILORED BRANDS TLRDEUR EU 2,765.5 (4.0) 291.4 TAILORED BRANDS WRM TH 2,765.5 (4.0) 291.4 TAILORED BRANDS TLRDUSD EU 2,765.5 (4.0) 291.4 TAILORED BRANDS WRM GR 2,765.5 (4.0) 291.4 TAILORED BRANDS TLRD US 2,765.5 (4.0) 291.4 TAILORED BRANDS TLRD* MM 2,765.5 (4.0) 291.4 TAUBMAN CENTERS TU8 GR 4,451.4 (331.9) - TAUBMAN CENTERS TCO US 4,451.4 (331.9) - TRANSDIGM GROUP TDG US 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP T7D GR 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP TDG* MM 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP T7D TH 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP TDGUSD EU 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP TDGEUR EU 17,797.2 (1,482.2) 3,869.3 TRANSDIGM GROUP T7D QT 17,797.2 (1,482.2) 3,869.3 TRANSMEDICS GROU TMDX US 38.8 (12.5) 13.9 TRIUMPH GROUP TG7 GR 2,854.6 (573.3) 265.8 TRIUMPH GROUP TGI US 2,854.6 (573.3) 265.8 TRIUMPH GROUP TGIEUR EU 2,854.6 (573.3) 265.8 TUPPERWARE BRAND TUP US 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP GR 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP TH 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP1EUR EU 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP1USD EU 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP GZ 1,438.8 (184.0) (141.3) TUPPERWARE BRAND TUP QT 1,438.8 (184.0) (141.3) UNISYS CORP UIS1 SW 2,484.5 (1,282.5) 345.4 UNISYS CORP UIS US 2,484.5 (1,282.5) 345.4 UNISYS CORP UISEUR EU 2,484.5 (1,282.5) 345.4 UNISYS CORP UISCHF EU 2,484.5 (1,282.5) 345.4 UNISYS CORP USY1 TH 2,484.5 (1,282.5) 345.4 UNISYS CORP USY1 GR 2,484.5 (1,282.5) 345.4 UNISYS CORP UIS EU 2,484.5 (1,282.5) 345.4 UNISYS CORP USY1 GZ 2,484.5 (1,282.5) 345.4 UNISYS CORP USY1 QT 2,484.5 (1,282.5) 345.4 UNITI GROUP INC CSALUSD EU 4,697.3 (1,463.5) - UNITI GROUP INC 8XC TH 4,697.3 (1,463.5) - UNITI GROUP INC 8XC GR 4,697.3 (1,463.5) - UNITI GROUP INC UNIT US 4,697.3 (1,463.5) - VALVOLINE INC VVVUSD EU 1,914.0 (298.0) 343.0 VALVOLINE INC 0V4 TH 1,914.0 (298.0) 343.0 VALVOLINE INC VVVEUR EU 1,914.0 (298.0) 343.0 VALVOLINE INC 0V4 GR 1,914.0 (298.0) 343.0 VALVOLINE INC 0V4 QT 1,914.0 (298.0) 343.0 VALVOLINE INC VVV US 1,914.0 (298.0) 343.0 VANTAGE DRILL-UT VTGGF US 1,107.9 (112.5) 228.5 VECTOR GROUP LTD VGR GR 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGR US 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGREUR EU 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGRUSD EU 1,429.2 (590.1) 324.7 VECTOR GROUP LTD VGR QT 1,429.2 (590.1) 324.7 VERISIGN INC VRS TH 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS GR 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSN US 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS SW 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSN* MM 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSNUSD EU 1,919.7 (1,406.1) 374.0 VERISIGN INC VRSNEUR EU 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS GZ 1,919.7 (1,406.1) 374.0 VERISIGN INC VRS QT 1,919.7 (1,406.1) 374.0 VERISIGN INC-BDR VRSN34 BZ 1,919.7 (1,406.1) 374.0 W&T OFFSHORE INC UWV GR 842.5 (372.6) 14.6 W&T OFFSHORE INC WTI US 842.5 (372.6) 14.6 W&T OFFSHORE INC WTI1EUR EU 842.5 (372.6) 14.6 W&T OFFSHORE INC WTI1USD EU 842.5 (372.6) 14.6 W&T OFFSHORE INC UWV TH 842.5 (372.6) 14.6 WAYFAIR INC- A W US 2,113.9 (479.1) (112.0) WAYFAIR INC- A 1WF QT 2,113.9 (479.1) (112.0) WAYFAIR INC- A 1WF GR 2,113.9 (479.1) (112.0) WAYFAIR INC- A WEUR EU 2,113.9 (479.1) (112.0) WEIGHT WATCHERS WW US 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW6 GR 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WTWUSD EU 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW6 GZ 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WTW AV 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WTWEUR EU 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW6 QT 1,526.2 (815.1) (44.7) WEIGHT WATCHERS WW6 TH 1,526.2 (815.1) (44.7) WESTERN UNIO-BDR WUNI34 BZ 9,432.0 (374.2) 190.9 WESTERN UNION WU US 9,432.0 (374.2) 190.9 WESTERN UNION W3U GR 9,432.0 (374.2) 190.9 WESTERN UNION W3U TH 9,432.0 (374.2) 190.9 WESTERN UNION WU* MM 9,432.0 (374.2) 190.9 WESTERN UNION WUUSD EU 9,432.0 (374.2) 190.9 WESTERN UNION WUEUR EU 9,432.0 (374.2) 190.9 WESTERN UNION W3U GZ 9,432.0 (374.2) 190.9 WESTERN UNION W3U QT 9,432.0 (374.2) 190.9 WIDEOPENWEST INC WOW US 2,462.2 (284.2) (97.6) WIDEOPENWEST INC WU5 GR 2,462.2 (284.2) (97.6) WIDEOPENWEST INC WU5 QT 2,462.2 (284.2) (97.6) WIDEOPENWEST INC WOW1EUR EU 2,462.2 (284.2) (97.6) WINGSTOP INC WING1EUR EU 151.5 (220.5) 5.4 WINGSTOP INC WING US 151.5 (220.5) 5.4 WINGSTOP INC EWG GR 151.5 (220.5) 5.4 WINMARK CORP WINA US 46.8 (21.5) 6.9 WINMARK CORP GBZ GR 46.8 (21.5) 6.9 WORKHORSE GROUP WKHSEUR EU 13.1 (18.0) (14.9) WORKHORSE GROUP WKHSUSD EU 13.1 (18.0) (14.9) WORKHORSE GROUP WKHS US 13.1 (18.0) (14.9) WORKHORSE GROUP 1WO GZ 13.1 (18.0) (14.9) WYNDHAM DESTINAT WD5 TH 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WD5 GR 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WYND US 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WD5 QT 7,370.0 (584.0) 525.0 WYNDHAM DESTINAT WYNEUR EU 7,370.0 (584.0) 525.0 YELLOW PAGES LTD Y CN 418.5 (106.1) 82.7 YELLOW PAGES LTD YLWDF US 418.5 (106.1) 82.7 YUM! BRANDS -BDR YUMR34 BZ 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR TH 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR GR 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM* MM 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUMUSD SW 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR GZ 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM US 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM AV 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR TE 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUMEUR EU 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC TGR QT 4,744.0 (7,904.0) (141.0) YUM! BRANDS INC YUM SW 4,744.0 (7,904.0) (141.0) ********* 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 ***