/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190812.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, August 12, 2019, Vol. 23, No. 223 Headlines 1400 NORTHSIDE: Taps Stowers & Company as Listing Broker 160 ROYAL PALM: Taps Gregg H. Glickstein as Special Counsel 1924 LUNA’S: Wants to Use Cash Collateral 203 HARRISON STREET: Seeks to Hire Robert V. Ginn as Attorney 21 MAIN ST: Voluntary Chapter 11 Case Summary 3B GLOBAL: Wins Approval to Use Cash Collateral 4 HIM FOOD: U.S. Trustee Forms 5-Member Committee 4218 PARTNERS LLC: Hires Nutovic & Associates as Attorney 540 WILLOUGHBY: Amends Treatment of Bayview Secured Claims A NEW START: Rehab Clinic Seeks to Use Cash Collateral A.P. BECK: Court Extends Cash Collateral Use Until Sept. 13 AFC TRIDENT: Wins OK of Deal With Versant for Cash Use AIR INDUSTRIES: Incurs $735,000 Net Loss in Second Quarter AKCAFE OF NEW YORK: Aug. 22 Plan Confirmation Hearing ALAMO BUS: Seeks to Hire Carr Riggs as Accountant ALLIANCE COUNSELING: Hires Michael Wheatley as Accountant AMBOY GROUP: United Premium Objects to Disclosure Statement ANCESTRY.COM INC: Moody's Alters Outlook on B2 CFR to Negative ARMSTEAD RISK: Sept. 5 Hearing on Creditor-Proposed Plan ATI DALLAS: Seeks to Hire Steven Sewald as Accountant AYEEDA LLC: Has RN's Consent to Use Cash Collateral BARTLETT MANAGEMENT: Hires Michael J. Smith as Tax Accountant BEATRICE REALTY: Court OKs Interim Cash Collateral Use BPTW MERGER: S&P Assigns 'B-' ICR on Debt Recapitalization BREAULT RESEARCH: Hires Waterfall Economidis as Counsel BRETHREN HOME: U.S. Trustee Unable to Appoint Committee BRISTOW GROUP: Unsecureds to Get 11% Equity in Reorganized Parent BVS CONSTRUCTION: Unsecureds to Get 60 Monthly Payments of $5K Each CAPITAL RIVER: Aug. 22 Hearing on Disclosure Statement CAPSON CORP: Seeks to Hire Waller Lansden as Counsel CASCADES OF GROVELAND: Hires Nardella & Nardella as Counsel CASCADES OF GROVELAND: Hires Weiss Serota as Special Counsel CASCADES OF GROVELAND: Taps Becker & Poliakoff as Special Counsel CBCS WASHINGTON: Sept. 5 Plan Confirmation Hearing CLEAR CHANNEL: Moody's Rates Proposed $1.26BB Secured Notes 'B1' CLINTON NURSERIES: 18th Interim Cash Use Order Entered CLOUD PEAK: Gets Approval to Hire PwC as Tax Advisor CLYDE EVANS: Unsecureds to get 100% in Quarterly Installments COLORADO GROUP 3: Asks Court's Authority to Use Cash Collateral COLORADO GROUP: Seeks to Use Cash Collateral COMMSCOPE HOLDING: S&P Places 'B+' ICR on CreditWatch Negative DEFLORA LAKE: Seeks to Hire McGrath & Company as Appraiser DESTINY PETROLEUM: Sept. 17 Plan Confirmation Hearing DFW WINGS: Case Summary & 14 Unsecured Creditors DORIAN LPG: Posts $6.07 Million Net Income in June 30 Quarter DORIAN LPG: Registers $500 Million Worth of Securities DXI ENERGY: Has CAD581,000 Comprehensive Loss for June 30 Quarter EAGLE CORP: Case Summary & 20 Largest Unsecured Creditors EMERGE ENERGY: Hires Houlihan Lokey as Investment Banker EMPRESAS CARRION: Oct. 2 Hearing on Disclosure Statement ENTERPRISE INSURANCE: Unsecureds to Get 100% at 3.5% Over 5 Years FC BACKGROUND: Taps Clifford K. Nkeyasen as Special Counsel FC BACKGROUND: Taps Still Burton to Prepare 2018 Tax Return FIVE STAR: Posts $4.2 Million Net Income in Second Quarter FLIPPING EGG: Unsecureds to Get $50 Per Month in 60 Months FORBES AMBULATORY: Voluntary Chapter 11 Case Summary FORT BRAGG: Unsecureds Get Full Payment Within 12 Months FROM DUSK TIL DAWN: Sept. 10 Plan Confirmation Hearing FURIE OPERATING: Case Summary & 30 Largest Unsecured Creditors GOLD COAST: Sept. 10 Hearing on Plan, Disclosure Statement GREENE AVENUE: Unsecureds to Get Full Payment With Interest GULF COAST: Taps SAB Capital as Real Estate Broker HALCON RESOURCES: S&P Lowers ICR to 'D' After Bankruptcy Filing HERITAGE COMMUNITY: Fitch Rates $19.3MM Series 2019 Bonds 'BB' HORNBECK OFFSHORE: Says Substantial Going Concern Doubt Exists HOUTEX BUILDERS: Amends Plan to Add Info on Remnant Assets Auction HUNT CAMP: United to Get Monthly Payments Over 60 Months at 6.5% HUNTSMAN CORP: S&P Affirms 'BB+' ICR on Divestiture IAC/INTERACTIVECORP: S&P Places BB+' LT ICR on Watch Negative IDL DEVELOPMENT: Examiner Gets Approval to Hire IP Experts INTREXON CORPORATION: Says Substantial Going Concern Doubt Exists INVENERGY THERMAL: S&P Affirms BB Rating on New $378.6MM Term Loan JIB QSR OKLAHOMA: Hires Kiyohara + Takahashi as Accountant JULIETTE FALLS: Oct. 22 Disclosure Statement Hearing KRATOS HOLDINGS: Seeks to Hire Orshan PA as Counsel LANE-GLO BOWL: Sept. 25 Plan Confirmation Hearing LATEX FOAM: Case Summary & 20 Largest Unsecured Creditors LE'S DELI: U.S. Trustee Unable to Appoint Committee LEGACY RESERVES: Committee Seeks to Hire Investment Banker LEGACY RESERVES: Committee Taps Brown Rudnick as Lead Counsel LEGACY RESERVES: Committee Taps FTI as Financial Advisor LEGACY RESERVES: Committee Taps Pillsbury Winthrop as Co-Counsel LIFE PARTNERS: Ct. Upholds Denial of Relief Order vs Amicus Curiae MATTDOG INC: Seeks to Hire Vitolo & Associates as Accountant MAYFLOWER COMMUNITIES: Sept. 17 Plan Confirmation Hearing MCDERMOTT INTERNATIONAL: S&P Cuts ICR to B- on Higher Cash OutFlow MELINTA THERAPEUTICS: Incurs $36.2-Mil. Net Loss in 2nd Quarter MEYZEN FAMILY: Trustee Hires Klestadt Winters as General Counsel MEYZEN FAMILY: Trustee Taps Ryniker Consultant as Financial Advisor MIAMI METALS I: Files Chapter 11 Plan of Liquidation MINESEN COMPANY: Seeks Court Approval to Hire Accountant MR. COOPER: S&P Alters Outlook to Negative on Rising Leverage NATURAL HEALTH FARM: Has $619,000 Net Loss for June30 Quarter 2018 NCR CORP: S&P Rates New $1BB Senior Unsecured Notes 'BB' NEP/NCP HOLDCO: Moody's Lowers CFR to B3, Outlook Stable NEW MEDIA: S&P Places 'B+' Issuer Credit Rating on Watch Negative NOVASOM INC: Hires Kurtzman Steady as Bankruptcy Co-Counsel NOVASOM INC: Seeks to Hire Dilworth Paxson as Counsel NOVASOM INC: Seeks to Hire Donlin Recano as Claims Agent NOVASOM INC: Taps Sherwood Partners as Financial Advisor NULEAN INC: Sept. 25 Plan Confirmation Hearing OHIO VALLEY: Moody's Alters Outlook on $22MM Bonds to Stable OPTION CARE: S&P Hikes ICR to 'B-'; Rating Off Watch Positive P-D VALMIERA GLASS: Seeks Court Approval to Hire OCPs PARADIGM TELECOM: Sept. 11 Hearing on Disclosure Statement PATTERN ENERGY: S&P Affirms 'BB-' Issuer, Debt Ratings PG&E CORP: Incurs $2.5-Bil. Net Loss for Quarter Ended June 30 PKE WESTERN: Voluntary Chapter 11 Case Summary POLONIA DEVELOPMENT: Seeks Court Approval to Hire Accountant PRECIPIO INC: Registers 1.8 Million Shares for Possible Resale PRECIPIO INC: Reports $5.9 Million Net Loss for Second Quarter QUESOS DEL PAIS: Oct. 1 Plan Confirmation Hearing QUORUM HEALTH: Reports $16.9 Million Net Loss for Second Quarter RETRIEVAL-MASTERS: Taps Morvillo Abramowitz as Special Counsel REYNOLDS SIGNATURE: Case Summary & 14 Unsecured Creditors RIVERA BUSINESS: Case Summary & 2 Unsecured Creditors RJL ENTERTAINMENT: U.S. Trustee Unable to Appoint Committee SPRINGFIELD MEDICAL: Taps Spinglass as Financial Advisor ST. JOHN PENTECOSTAL: Seeks to Hire Dyal Consulting as Accountant STONEMOR PARTNERS: Incurs $34.4 Million Net Loss in 2nd Quarter STONEMOR PARTNERS: Withholds Unit Awards to Satisfy Tax Obligations SUNCOKE ENERGY: S&P Rates $400MM Revolving Facility 'BB+' SUNESIS PHARMACEUTICALS: Incurs $6.2-Mil. Net Loss in 2nd Quarter TITAN INTERNATIONAL: S&P Lowers ICR to 'CCC+'; Outlook Negative TOLLIVER'S AUTO: U.S. Trustee Unable to Appoint Committee TRULY FIT: Seeks to Hire Calderon Davis as Accountant TURNING POINT: Moody's Affirms B2 CFR, Outlook Stable UNITI GROUP: Posts $38.2 Million Net Income in Second Quarter US 1 ASSOCIATES: Aug. 29 Plan Confirmation Hearing US FOODS: S&P Affirms 'BB+' Issuer Credit Rating; Outlook Negative VALERITAS HOLDINGS: Reports $14.6 Million Net Loss for 2nd Quarter VYCOR MEDICAL: Incurs $185,000 Net Loss for Quarter Ended June 30 WHITING PETROLEUM: S&P Cuts ICR to BB- on Operational Issues WILLOW BEND: Aug. 30 Plan Confirmation Hearing ZLOOP INC: Law Firm Compelled to Produce Several E-mails [^] BOND PRICING: For the Week from August 5 to 9, 2019 ********* 1400 NORTHSIDE: Taps Stowers & Company as Listing Broker -------------------------------------------------------- 1400 Northside Drive Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Stowers & Company as its listing broker. The firm will assist the Debtor in connection with the sale of two duplexes located at 641 and 647 Green St., NW, Atlanta. The Debtor wants the firm to market the properties for a list price of $1.25 million. Stowers & Company will get a commission of 6% of the sales price. Mel Stowers, president of Stowers & Company, disclosed in court filings that the firm and its employees are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Stowers & Company can be reached through: Mel Stowers Stowers & Company 3906 Ivey Road Atlanta, GA 30319 Phone: 404-626-5966 Email: mstowers@stowersco.com About 1400 Northside Drive Inc. 1400 Northside Drive, Inc., owns and operates a male strip club known as Swinging Richards. 1400 Northside Drive filed a voluntary Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-56846) on May 2, 2019. The case is jointly administered with the Chapter 11 case filed by Cummins Beveridge Jones II (Bankr. N.D. Ga. Case No. 19-20853), the Debtor's chief executive officer and chief financial officer. At the time of the filing, 1400 Northside Drive estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Paul Reece Marr, P.C., is the Debtor's counsel. 160 ROYAL PALM: Taps Gregg H. Glickstein as Special Counsel ----------------------------------------------------------- 160 Royal Palm, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Gregg H. Glickstein, P.A. as its special counsel. The firm will serve as the Debtor's primary counsel in a state court litigation involving New Haven Contracting South, Inc. New Haven had previously obtained a final default judgment against the Debtor, which forms the basis of the disputed secured claim in the amount of $3,387,855.55 filed by the creditor in the Debtor's Chapter 11 case. On July 18, the Debtor filed a motion to reopen the state court litigation in order to prosecute its long-pending motion to set aside the final default judgment. Glickstein will be compensated on a contingency fee basis. The firm and Shraiberg, Landau & Page, P.A., the Debtor's bankruptcy counsel and special litigation counsel, would equally split any gross contingency fee awarded on account of the New Haven claim. Gregg Glickstein, Esq., disclosed in court filings that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregg H. Glickstein, Esq. Gregg H. Glickstein, P.A. 54 S.W. Boca Raton Boulevard, 2nd Floor Boca Raton, FL 33432 Office: 561-953-6662 Cell: 954-254-3477 Fax: 561-361-9770 About 160 Royal Palm 160 Royal Palm, LLC is a Florida limited liability company, which owns prime real property consisting of a partially constructed hotel/condominium located at 160 Royal Palm Way, Palm Beach, Fla. The property is under state court receivership. 160 Royal Palm filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19441) on Aug. 2, 2018. In the petition signed by Cary Glickstein, sole and exclusive manager, the Debtor disclosed $16,447,759 in total assets and $114,926,976 in total liabilities. The case is assigned to Judge Erik P. Kimball. The Debtor tapped Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., as its counsel; and Greenberg Traurig, P.A., as its special counsel and title agent. 1924 LUNA’S: Wants to Use Cash Collateral ------------------------------------------- 1924 Lunas & Associates, Inc., asks the Court to authorize use of cash collateral on an interim basis in order to make payroll and continue its business operations, pursuant to a budget. The budget provides for $72,945 in disbursements, including $20,000 for payroll, during the period. A copy of the is available free of charge at: http://bankrupt.com/misc/Luna_Cash_Budget.pdf The Debtor asserts that use of cash collateral is necessary to continue operating as a going concern while effectuating a plan of reorganization. Moreover, the Debtor asks the Court to grant adequate protection to its secured creditors in the form of replacement liens. The Debtor's secured creditors are Frost Bank, the Internal Revenue Services, and Quickstone Capital Corporation. About 1924 Luna's & Associates 1924 Luna's & Associates Inc., is a privately held company which operates a tortilla factory in Dallas, Texas. It sought Chapter 11 protection Code (Bankr. N.D. Tex. Case No. 19-32637) on Aug. 5, 2019. As of the Petition Date, the Debtor's total assets have estimated value of up to $50,000, while its liabilities are estimated between $1 million and $10 million. The petition was signed by Fernando Luna, president. Hon. Stacey G. Jernigan is the case judge. Eric A. Liepins, P.C., is the Debtor's counsel. 203 HARRISON STREET: Seeks to Hire Robert V. Ginn as Attorney ------------------------------------------------------------- 203 Harrison Street Limited Partnership seeks authority from the U.S. Bankruptcy Court for the District of Nebraska to employ the Law Office of Robert V. Ginn, as attorney to the Debtor. 203 Harrison Street 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. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Vaughan Ginn, Esq., the firm's founding partner, 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, Suite 209 Omaha, NE 68124 Tel: (402) 398-5434 E-mail: rvginn@cox.net About 203 Harrison Street LP 203 Harrison Street Limited Partnership is primarily engaged in renting and leasing real estate properties. 203 Harrison Street LP, based in Omaha, NE, filed a Chapter 11 petition (Bankr. D. Neb. Case No. 19-81060) on July 22, 2019. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by John C. Foley, Central States Development, LLC general partner. The Hon. Thomas L. Saladino oversees the case. The Law Office of Robert V. Ginn serves as bankruptcy counsel to the Debtor. 21 MAIN ST: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: 21 Main St. Restaurant Group, LLC 21 Main Street Medford, MA 02155 Business Description: 21 Main St. Restaurant Group, LLC operates as a full-service restaurant. The Debtor previously sought bankruptcy protection on Feb. 14, 2018 (Bankr. E.D. Mass. 18-10488). Chapter 11 Petition Date: August 8, 2019 Court: United States Bankruptcy Court District of Massachusetts (Boston) Case No.: 19-12718 Debtor's Counsel: Laurel E. Bretta, Esq. BRETTA LAW ADVISORS, P.C. 77 Mystic Avenue P.O. Box 110 Medford, MA 02155 Tel: 781-395-1545 E-mail: bglaw@lbretta.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Maurice W. Carroll, III, manager. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mab19-12718.pdf 3B GLOBAL: Wins Approval to Use Cash Collateral ----------------------------------------------- The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida approved on a final basis the request of 3B Global, LLC, to use cash collateral nunc pro tunc in order to pay: * the Debtor's current and necessary expenses pursuant to the Court-approved budget, plus 10 percent for each line item on the budget; * payments to the U.S. Trustee for quarterly fees; * check payments for adequate protection to the Debtor's secured creditors: (i) $1,007.40 to William Matthews; (ii) $771.90 to Last Call Capital; (iii) $793.20 to Frank M. Correll; and (iv) $427.50 to Chuck Ercole. The Debtor will make the adequate protection payments beginning Feb. 15, 2019 and every month thereafter until further Court order for cash collateral use. The Debtor will also maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the secured creditors. The provisions of the Order are without prejudice to the rights of the U.S. Trustee to appoint a committee or any rights of a duly appointed committee to challenge the validity, priority or extent of any liens asserted against the cash collateral. About 3B Global LLC 3B Global, LLC, which conducts business under the name Suncoast Liquidators -- https://www.suncoastliquidators.com/ -- specializes in closeouts, liquidation, overstock, & surplus inventory from major department stores and manufacturers in the USA. It is located in Tampa, Florida, serving the local businesses and businesses across The United States. 3B Global sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00127) on Jan. 8, 2019. At the time of the filing, the Debtor disclosed $81,872 in assets and $1,296,983 in liabilities. The case is assigned to Judge Caryl E. Delano. Buddy D. Ford, P.A., is the Debtor's legal counsel. 4 HIM FOOD: U.S. Trustee Forms 5-Member Committee ------------------------------------------------- Gregory Garvin, acting U.S. trustee for Region 18, on Aug. 6 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of 4 Him Food Group, LLC. The committee members are: (1) Personnel Source Attn: Jerry Stiltner 555 Lincoln Street Eugene, OR 97401 Phone: 541-342-5310 Fax: 541-485-6411 Email: Jerry@personnelsource.com (2) Columbia Corrugated Box Attn: Mark Overholt 12777 SW Tualatin Sherwood Road Tualatin, OR 97062 Phone: 541-747-0933 Fax: 541-747-0739 Email: Marko@ccbox.com (3) Frank D. Taylor 95796 Howard Lane Junction City, OR 97448 Phone: 541-968-5237 Email: Cycletaylor@aol.com (4) CDB Packaging Attn: Carl D. Brunst 2058 N. Mill Avenue #246 Claremont, CA 91711 Phone: 310-409-8499 Email: Carl@CDBpackaging.com (5) Graystone Legacy Investments, LLC Attn: Grant S. Jones 18301 NE 78th Circle Vancouver, WA 98682 Phone: 971-998-5466 Email: Jonesg12@hotmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About 4 Him Food Group 4 Him Food Group, LLC, d/b/a Cosmos Creations -- http://www.cosmoscreations.com/-- is a snack food company specializing in manufacturing, marketing, and distribution of puffed corn. 4 Him Food Group manufactures premium natural snack foods -- including non-GMO hull-and-kernel-free puffed corn -- from state of the art manufacturing facilities in the heart of Oregon's Willamette Valley. 4 Him Food Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-62049) on July 2, 2019. The petition was signed by John Strasheim, president. At the time of the filing, the Debtor disclosed assets in the amount of $15,043,017 and liabilities in the amount of $18,755,626. Timothy A. Solomon, Esq., at Leonard Law Group LLC, is the Debtor's counsel. Judge Thomas M. Renn is assigned to the case. Leonard Law Group LLC is the Debtor's counsel. 4218 PARTNERS LLC: Hires Nutovic & Associates as Attorney --------------------------------------------------------- 4218 Partners LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Nutovic & Associates, as attorney to the Debtor. 4218 Partners LLC requires Nutovic & Associates to: a. advise the Debtor with respect to its powers and duties in the continued operation of its business affairs and management of its property as Debtor and Debtor-in- possession; b. represent the Debtor before the Bankruptcy Court at all hearings on matters pertaining to the Debtor, including to prosecute and defend litigated matters that may arise during the Chapter 11 case; c. advise and assist the Debtor in the preparation and negotiation of a plan of reorganization with creditors; d. prepare all necessary or desirable applications, answers, orders, reports and other legal documents; and e. perform all other legal services for the Debtor which may be desirable and necessary in the course of the reorganization proceedings. Nutovic & Associates will be paid based upon its normal and usual hourly billing rates. The Firm will be paid a retainer in the amount of $25,566. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Isaac Nutovic, a partner at Nutovic & 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 estates. Nutovic & Associates can be reached at: Isaac Nutovic, Esq. NUTOVIC & ASSOCIATES 261 Madison Avenue, 26th Floor New York, NY 10016 Tel: (212) 421-9100 About 4218 Partners 4218 Partners LLC, and 175 Pulaski RLM LLC, based in Brooklyn, NY, sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No. 19-44444) on July 21, 2019. In the petitions signed by Joseph Fischman, manager, 4218 Partners estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million; and 175 Pulaski estimated assets and liabilities of $1 million to $10 million. Case No. 19-44444 was assigned to The Hon. Nancy Hershey Lord, while Case No. 19-44445 was assigned to the Hon. Carla E. Craig (19-44445). Nutovic & Associates is the Debtors' attorney. 540 WILLOUGHBY: Amends Treatment of Bayview Secured Claims ---------------------------------------------------------- 540 Willoughby Avenue, LLC, filed a second amended Chapter 11 plan and accompanying second amended Disclosure Statement to modify the treatment of Bank of New York Bayview's secured claim and the means for implementation of the Plan. Bayview's secured claims, classified in Class 1, will be satisfied by treatment in accordance with the Bayview Agreement. In summary, the Bayview Agreement provides: i. Bayview shall have a fully secured claim in the amount of $911,606.74. ii. The Secured Claim shall be amortized over 30 years at 5.00% interest per annum with a balloon payment due for the remaining balance owed on the original maturity date of the Loan; iii. Bayview shall have no non-priority unsecured claim in the Debtor's Plan and claim 4-1 shall be deemed expunged; iv. The Debtor shall tender principal and interest payments, or cause such payments to be tendered, in the amount of $4,893.70 to Bayview commencing on July 1, 2019, and continuing on the same day of each month thereafter until the original maturity date under the Subject Loan, December 1, 2036, at which time Debtor shall tender a balloon payment in for the outstanding balance owed on the Secured Claim. Class IV Unsecured Claims are unimpaired. Class IV Claims shall be paid in full, in Cash, on the Effective Date of the Plan or as soon thereafter as is practicable, plus interest at the federal funds rate on the Petition Date. The funds necessary for implementation of the Plan will be provided from the Debtor or one of its respective affiliates, divisions or subsidiaries. The Second Amended Plan removed provisions on the Guarantor. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y6glnkcn from PacerMonitor.com at no charge. Counsel for the Debtor: Ira R. Abel, Esq. Law Office of Ira R. Abel 305 Broadway 14th Floor New York, NY 10007 Phone: (212) 799-4672 Email: iraabel@verizon.net About 540 Willoughby Avenue 540 Willoughby Avenue, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-43292) on June 5, 2018, disclosing under $1 million in both assets and liabilities. The Law Office of Ira R. Abel is the Debtor's counsel. A NEW START: Rehab Clinic Seeks to Use Cash Collateral ------------------------------------------------------ A New Start Incorporated filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended motion to continue using cash collateral nunc pro tunc to March 14, 2019, the Debtor's Chapter 11 petition date. The Debtor asks the Court for approval to use cash collateral, except that which pertains to its sole creditor, Fundation, Inc., without Fundation's prior consent. As of July 30, 2019, the Debtor owes Fundation an estimated amount of $74,000. The Debtor asserts that immediate access to the cash collateral is necessary to continue as a going concern. The Debtor is a provider of intensive outpatient services to individuals recovering from substance abuse addiction. Through the years, the Debtor has relied upon the services of entities with common ownership -- Fast Vans, a transportation company, and ANS Houses and Promises Housing, both of which provide certified sober home living -- in order to provide a full range of services to its clients. To support the sober homes, the Debtor distribute funds to the owner's account as a distribution, and then route these funds to the sober homes facilities as needed. Certain of the Debtor's creditors have criticized the mechanism as susceptible to inappropriate distribution of net income, and may pose a regulatory concern to the Debtor’s business. The Court later ruled to stop payment of the subsidies to the sober home entities. Angelo A. Gasparri, Esq., the Debtor's counsel, however, negates as to any evidence that the Owner has used the funds for his benefit. Pursuant to the motion, the Debtor, also asks the Court: (a) approval to immediately transfer staffing from the sober homes to the Debtor immediately, and in support of the transition to the appropriate FARR IV regulatory framework, a model which eliminates the need for any cross-entity subsidies and complies with applicable laws and regulations. The Debtor believes that transferring staffing from entities running the sober homes to the Debtor is a valuable step in pursuing a restructuring plan; (b) permission to make these monthly payments, among other things: * $13,000 to Cherules, LLC, and $8,005 to EG Holdings, LLC, for office and treatment space rental (without prejudice to later reject the lease, if appropriate); * $900 to US Bank Equipment Finance, for a secured lease/purchase agreement on two copiers; * $6,000 to Fundation, as adequate protection for interest in the Debtor's assets. Amount will be paid out of the Debtor's net income; interest payments are provided for as appearing on the budget; * for payroll to approximately 40 employees; and * payment to Fast Vans for transport needs to the Debtor’s clients. About A New Start Inc A New Start Incorporated -- https://anewstartincfl.com/ -- is a treatment center in Palm Beach County, Florida, providing outpatient treatment for substance abuse and chemical dependency disorders in adult clients. An outpatient program allows clients to continue working or attending school while receiving treatment and support from the company's program and team of specialists. A New Start Incorporated filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-13294) on March 14, 2019. In the petition signed by Eugene Sullivan, CEO, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Angelo A. Gasparri, Esq., at Law Office Angelo A. Gasparri, is the Debtor's counsel. A.P. BECK: Court Extends Cash Collateral Use Until Sept. 13 ----------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts ruled that A.P. BECK-Andover Realty, LLC's authority to use cash collateral is continued under the same terms and conditions through Sept. 13, 2019. The Court set a further hearing on the cash collateral on Sept. 13, 2019 at 12:30 p.m. in Worcester, Courtroom 4 of the District of Massachusetts Bankruptcy Court. About A.P. Beck-Andover Realty A.P. Beck-Andover Realty, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-41696) on Sept. 11, 2018. In the petition signed by Adam P. Beck, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. The Ann Brennan Law Offices represents the Debtor. AFC TRIDENT: Wins OK of Deal With Versant for Cash Use ------------------------------------------------------ U.S. Bankruptcy Court for the Central District of California approved the stipulation between AFC Trident, doing business as Trident Case, and Versant Funding LLC. The stipulation relates to the Debtor's use of cash collateral in this case, and the establishment of a certain claim amount. No other details were provided in the Court Order. About AFC Trident AFC Trident, a California corporation -- http://www.tridentcase.com/-- is a family-owned company that creates cases for the mobile device market. The company, which conducts business under the name Trident Case, has its own manufacturing facility and in-house design team. It offers seven different product series that support a broad range of mobile devices from manufacturers including Apple, Samsung, HTC, Motorola, LG, Nokia, Sony, Vizio, and Asus. AFC Trident sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10565) on Jan. 23, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Scott H. Yun. Michael A. Cisneros, Attorney at Law, is the Debtor's counsel. AIR INDUSTRIES: Incurs $735,000 Net Loss in Second Quarter ---------------------------------------------------------- Air Industries Group filed with the Securities and Exchange Commission on Aug. 8, 2019, its quarterly report on Form 10-Q reporting a net loss of $735,000 on $13.36 million of net sales for the three months ended June 30, 2019, compared to net income of $185,000 on $10.97 million of net sales for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $1.65 million on $27.24 million of net sales compared to a net loss of $1.28 million on $22.88 million of net sales for the same period last year. As of June 30, 2019, the Company had $53.31 million in total assets, $43.02 million in total liabilities, and $10.29 million in total stockholders' equity. Air Industries said, "While we have reduced debt significantly, we remain highly leveraged and rely upon our ability to continue to borrow under our Loan Facility with PNC or to raise debt and equity from our principal stockholders and third parties to support operations. Substantially all of our assets are pledged as collateral under our Loan Facility. We are required to maintain a lockbox account with PNC, into which substantially all of our cash receipts are paid. If PNC were to cease providing revolving loans to us under the Loan Facility, we would lack funds to continue our operations. Over the past two years we have disposed of certain lines of business and also relied upon our ability to borrow money from our principal stockholders and raise debt and equity capital from third parties to support our operations. Should we continue to need to raise funds to support our operations, there is no assurance that we will be able to do so or that the terms on which we borrow funds or raise equity will be favorable to us or our existing stockholders." Highlights From Continuing Operations for the Three Months Ended June 30, 2019. * Consolidated net sales from continuing operations for the three months ended June 30, 2019 were $ 13.4 million increasing $2.4 million or 21.8% compared to net sales of $11.0 million for the three months in 2018. * Consolidated gross profit was $2.2 million increasing $700,000 or 46.7% compared to $1.5 million for the three months in 2018. Gross profit as a percentage of sales increased to 16.4% for 2019 compared to 13.6% in 2018. * Operating expenses were $2.0 million decreasing $200,000 or 9.1% compared to $2.2 million for the three months in 2018. * Income from operations improved by $868,000. Operating income was $219,000 compared to an operating loss of $649,000 for the three months in 2018. * Interest and financing costs were $992,000 compared to $860,000 for the three months in 2018. Highlights From Continuing Operations for the Six Months Ended June 30, 2019. * Consolidated net sales from continuing operations for the six months ended June 30, 2019 were $27.2 million increasing $4.3 million or 18.8% compared to net sales of $22.9 million for the six months in 2018. * Consolidated gross profit was $4.5 million increasing $1.0 million or 28.6% compared to $ 3.5 million for the six months in 2018. Gross profit as a percentage of sales increased to 16.5% in 2019 compared to 15.3% for 2018. * Operating expenses were $4.0 million decreasing $600,000 or 13.0% compared to $4.6 million for the six months in 2018. Included in operating expenses for 2019 was $365,000 of stock compensation expense, a non-cash expense, relating to stock option awards and payment of Directors fees compared to $ 225,000 for 2018. * Income from operations improved by $1.3 million. Operating income was $156,000 compared to an operating loss of $1,148,000 for the six months in 2018. * Interest and financing costs were $2.0 million compared to $1.6 million for the six months ended in 2018. Cash interest paid for the six months in 2019 was $760,000 million, compared to $840,000 for the six months in 2018. * Adjusted EBITDA for the six months ended June 30, 2019 was $2.5 million Adjusted EBITDA is a non-GAAP financial measure, which is reconciled to the most directly comparable GAAP financial measure. * New business awards for 2019 through June are nearly 150% ahead of the prior year. * At June 30, 2018, the Company had fully funded customer backlog of over $100 million. The financial highlights from continuing operations exclude the results of the divesture of Welding Metallurgy Inc. which occurred in December 2018 and the closure of Eur-Pac and its subsidiary ECC which occurred in March 2019. Consolidated GAAP net loss during the three months ended was $735,000 and for the six months ended was $1,658,000. Increased Fiscal 2019 Financial Guidance The Company believes that market conditions for the Company's products remain healthy. In light of strong demand from its customers which is anticipated to continue, the Company now expects fiscal 2019 sales from continuing operations to exceed $50.0 million which is above its previously issued sales guidance of sales in excess of $44.5 million. In addition, as a result of better year-to-date operating performance and ongoing expected improvements, the Company now expects Adjusted EBITDA for fiscal 2019 to approximate $4.0 million to $4.5 million as compared to its prior guidance of $3.0 million to $3.5 million. CEO Commentary Mr. Lou Melluzzo, CEO of Air Industries said, "Our results for the second quarter of 2019 validate the successful strategies we have implemented. Sales and gross profit significantly exceeded the prior year, and we are effectively managing our operating expenses. "The performance of our Connecticut operations dramatically improved, with sales increasing 31% for the second quarter and 23% for the six months compared to 2018. For the six months ended June, EBITDA at Sterling increased by nearly 50% compared to the prior year. "We are very confident of the continued progress of our operations. As demonstrated by the strong demand for our product, and the numerous operational improvements that we have made and continue to make. We have confidence that fiscal 2019 is going to be a successful turnaround year." A full-text copy of the Form 10-Q is available for free at: https://is.gd/oClnq6 About Air Industries Headquartered in Bay Shore, New York, Air Industries Group is an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors. Air Industries reported a net loss of $10.99 million in 2018 following a net loss of $22.55 million in 2017. As of March 31, 2019, the Company had $51.29 million in total assets, $40.49 million in total liabilities, and $10.80 million in total stockholders' equity. Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook, NJ, the Company's auditor since 2008, issued a "going concern" qualification in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered a net loss in 2018 and is dependent upon future issuances of equity or other financing to fund ongoing operations, all of which raise substantial doubt about its ability to continue as a going concern. AKCAFE OF NEW YORK: Aug. 22 Plan Confirmation Hearing ----------------------------------------------------- The Bankruptcy Court has conditionally approved the disclosure statement explaining the Chapter 11 plan of AkCafe of New York LLC, d/b/a Babylon Hookah Lounge, and scheduled a hearing for Aug. 22, 2019 at 10:00 AM, to consider final approval of the Disclosure Statement and confirmation of the Plan. Class 2 - General Unsecured Claims are impaired. Class 2 consists of Allowed General Unsecured Claims against the Debtor which consist of all Claims against the Debtor other than Statutory Fees, Administrative Claims, Priority Tax Claims or the Class I Lease Claim. Under the Plan, subject to the provisions of the Plan with respect to Disputed Claims, the Debtor will make a first and final Pro Rata Distribution of Cash to each holder of an Allowed Class 1 General Unsecured Claim in an amount equal to 5% of its Allowed Claim, on the Effective Date in full satisfaction of such Claim. Class 1 - Lease Claim are impaired. Class I consists of the Allowed Claim of the Landlord on account of monies owed by the Debtor under the Leases as provided for under the Lease Stipulation. Under the Plan, and consistent with the terms of the Lease Stipulation, in full satisfaction of the Allowed Lease Claim in Class l, the Landlord will be paid the full amount of its agreed-upon and reduced Class I Lease Claim in the amount of $115,000 accordance with the terms of the Lease Stipulation, the terms of which are incorporated in the Plan by reference. The Debtor and its Professionals analyzed the future prospects, future income and future liabilities of the Debtor and incorporated their findings into the cash flow and profit and loss projections attached hereto as Exhibit "B As confirmed by the Projections, the Debtor believes that, after the restructuring of its debt obligations provided for under the Plan, the Reorganized Debtor will be able to make all of its ongoing Plan payments while remaining current on its ordinary debts. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y6gguqn4 from PacerMonitor.com at no charge. Counsel to the Debtor are Douglas J. Pick, Esq., and Eric C. Zabicki, Esq., at Pick & Zabicki LLP, in New York. About Akcafe of New York Akcafe of New York LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-13052) on Oct. 5, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor tapped Pick & Zabicki LLP as its legal counsel. ALAMO BUS: Seeks to Hire Carr Riggs as Accountant ------------------------------------------------- Alamo Bus Company, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Mexico to employ Carr Riggs & Ingram, LLC, as accountant to the Debtor. Alamo Bus Company requires Carr Riggs to provide professional accounting services to the Debtor, and assist the Debtor in preparing and filing tax returns. Carr Riggs will be paid at these hourly rates: Gwen Sanders, CPA $250 Staff Accountants $160 Bookkeepers $100 Carr Riggs will also be reimbursed for reasonable out-of-pocket expenses incurred. Gwen Sanders, a partner at Carr Riggs & Ingram, 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. Carr Riggs can be reached at: Gwen Sanders CARR RIGGS & INGRAM, LLC 2424 Louisiana Blvd NE Ste 300 Albuquerque, NM 87110 Tel: (505) 883-2727 About Alamo Bus Co. Alamo Bus Company Inc., a transportation services provider in Alamogordo, N.M., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11568) on June 28, 2019. In the petition signed by Brent Buttram, president and director, the Debtor disclosed $1,400,621 in assets and $1,267,336 in liabilities. The case is assigned to Judge David T. Thuma. Chris W. Pierce, Esq., at Walker & Associates, P.C., is the Debtor's counsel. ALLIANCE COUNSELING: Hires Michael Wheatley as Accountant --------------------------------------------------------- Alliance Counseling Assoc. LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Michael Wheatley, CPA, as accountant to the Debtor. Alliance Counseling requires Michael Wheatley to evaluate the Debtor's business and provide a valuation including, if possible, a going concern value, FMV and liquidation value. Michael Wheatley will be paid at the hourly rate of $175. Michael Wheatley will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Wheatley 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. Michael Wheatley can be reached at: Michael Wheatley 2 Anchorage Pointe Louisville, KY 40223 Tel: (502) 423-7244 About Alliance Counseling Assoc. Alliance Counseling Associates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10207) on March 7, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Joan A. Lloyd. The Debtor hired Mark H. Flener, Esq., as its legal counsel. AMBOY GROUP: United Premium Objects to Disclosure Statement ----------------------------------------------------------- United Premium Foods, LLC, objects to the Disclosure Statement explaining the Chapter 11 Plan filed by Amboy Group LLC, asserting that the Disclosure Statement should disclose clearly those avoidance claims which the Debtor believes will be pursued by the Liquidating Trustee. Counsel to United Premium Foods, LLC: DANIEL M. STOLZ, ESQ. WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Phone: (973) 467-2700 Fax: (973) 467-8126 About Amboy Group Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet, d/b/a Amboy Cold Storage, is a provider of food products and temperature controlled warehouses. Its food processing and cold storage facility serves as a manufacturer/distributor of authentic Irish and Italian meat products in America. Amboy Group's facility is USDA, FDA and SQF 2000 certified. CLU Amboy, LLC, is the fee simple owner of a real property located at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of $13 million. CLU Amboy reported gross revenue of $624,444 in 2016 and gross revenue of $644,066 in 2015. Amboy Group holds a 51% interest in an American entity known as Parmacotta-Amboy NA, LLC, that distributes Italian meats. The remaining 49% is owned by an American entity known as Parmacotto America. Parmacotto America is owned by Paramcotto sPa. Parmacotto sPa has been subject to insolvency proceedings in Italy for approximately two and half years, during which time, no revenue has flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross revenue amounted to $10.01 million in 2016 and $6.26 million in 2015. Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11 petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct. 25, 2017. At the time of filing, the Amboy Group reported $1.48 million in assets and $7.11 million in liabilities, while CLU Amboy reported $13.34 million in assets and $10.78 million in liabilities. The Hon. Christine M. Gravelle oversees the case. The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as bankruptcy counsel, substituted by McManimon Scotland & Baumann, LLP. The Debtors hired Reitler Kailas & Rosenblatt LLC as special counsel, and Thomas A. Ferro, P.C., as their accountant. The Debtors also tapped Sout Risius Ross Advisors, LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor and investment banker. ANCESTRY.COM INC: Moody's Alters Outlook on B2 CFR to Negative -------------------------------------------------------------- Moody's Investors Service affirmed Ancestry.com Inc.'s ratings, including its B2 Corporate Family Rating and B2-PD Probability of Default Rating on the announcement of a partially debt-funded dividend. At the same time, Moody's assigned B2 ratings to the company's upsized and extended senior secured first lien credit facilities, issued by its subsidiary Ancestry.com Operations Inc., and has withdrawn Ancestry's Speculative Grade Liquidity Rating of SGL-2. The outlook was changed to negative from stable. Ancestry plans on utilizing the proceeds from a new $1.15 billion seven year first lien term loan and $387 million of cash on hand to pay a $912 million dividend to shareholders, repay $600 million of its existing first lien term loan, and pay fees and expenses associated with the transaction. Pro forma the repayment, there will be $1.154 billion outstanding on the company's existing first lien term loan due in October 2023. The company also plans on extending the expiration date of its $100 million revolver to 2024 from 2021 and receiving covenant flexibility to utilize future cashflow to payout a one-time dividend of approximately $150 to $160 million in December 2019 or January 2020 without reducing the restricted payments basket. "The dividend is a clear step-up in the aggressiveness of the company's financial policy," according to Harold Steiner, Moody's lead analyst for Ancestry. "Recent declines in DNA kit sales and subscribers have made future prospects more uncertain, making this an inopportune time to raise leverage aggressively. Given our expectation for little to no earnings growth, debt-to-EBITDA leverage is likely to remain elevated above 7.0x while free cash flow could quickly deteriorate should subscriber weakness continue, hence the negative outlook," finished Steiner. The partially debt-funded dividend will increase debt-to-EBITDA leverage back to 7.0x from 5.4x as of June 30, 2019, while cash interest is expected to increase from approximately $100 million to $138 million. Despite the increase in leverage and debt service costs and the recent operating weakness, Moody's affirmed Ancestry's B2 CFR because the rating agency still expects free cash flow to remain in the mid-single digits as a percentage of debt. Such robust cash flow is key to the company's ability to maintain a B2 CFR in spite of otherwise very high leverage for the rating category. Moody's took the following rating actions: Assignments: Issuer: Ancestry.com Operations Inc. Senior Secured Bank Credit Facility, Assigned B2 (LGD4) Outlook Actions: Issuer: Ancestry.com Inc. Outlook, Changed To Negative From Stable Issuer: Ancestry.com Operations Inc. Outlook, Changed To Negative From Stable Affirmations: Issuer: Ancestry.com Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Withdrawals: Issuer: Ancestry.com Inc. Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Moody's plans on moving the company's CFR and PDR to the borrower, Ancestry.com Operations Inc, following this action. RATINGS RATIONALE Ancestry.com Inc.'s B2 CFR broadly reflects the company's strong market position in its family history research niche and its robust cash flow, balanced by its very high leverage and recently weakening demand for DNA kits. Ancestry operates the largest family history website and has sold more genealogical DNA kits to consumers than its closest competitor, 23andMe (unrated). Ancestry's family history website, which boasts over 3.3 million subscribers, provides a relatively steady and robust stream of cash flow with which it can service its very high debt burden (PF Moody's-adjusted debt-to-EBITDA of 7.0x) and invest in its DNA kit business. None of its peers have this advantage, which has in Moody's opinion, forced competitors to increasingly focus on the monetization of consumer genetic data, a touchy area in the privacy-focused society. Moody's expects recently weak demand for DNA kits to persist in the near-term but believes that upcoming product launches, including a robust health and wellness offering, should support kit sales enough to perpetuate low-to-mid-single digit percentage range subscriber growth. Increased investment in product development and marketing will result in debt-to-EBITDA leverage remaining elevated in mid- to low-7.0x range over the next 12 to 18 months. Financial policies are aggressive under private equity ownership including multiple debt-funded dividends. The ratings could be upgraded if Ancestry is likely to sustain mid-single digit percentage revenue growth, debt-to-EBITDA below 4.5x, and FCF-to-debt in the high single-digits. A commitment by the ownership group to maintain conservative financial policies would also be needed. The ratings could be lowered if there is a deterioration in business fundamentals as evidenced by slowing subscriber or revenue growth, declining profitability, debt-to-EBITDA sustained above 6.5x, or FCF-to-debt sustained below 3%. A deterioration in liquidity could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Lehi, UT, Ancestry.com Inc. is the market leader in the family history and consumer genomics industries. The company is privately held by Silver Lake, GIC, Permira Advisers, Spectrum Equity Investors, LP and Ancestry's management. Revenues surpassed $1.3 billion in 2018. ARMSTEAD RISK: Sept. 5 Hearing on Creditor-Proposed Plan -------------------------------------------------------- A hearing to consider the adequacy of the disclosure statement explaining the Chapter 11 plan of liquidation filed by 461 Myrtle Avenue Funding LLC, a secured creditor of Armstead Risk Management, Inc., for the Debtor is scheduled for September 5, 2019 at 9:30 AM. Objections, if any, to the Motion must be filed and served no later than August 29, 2019 at 4:00 PM (New York). Class 4 (General Unsecured Claims) are impaired. Class 4 consists of all Allowed General Unsecured Claims. The Debtor did not schedule any unsecured claims. Only one unsecured proof of claim was filed, that of Con Edison in the amount of $828.05. The Confirmation Order will provide that the Plan Administrator shall be authorized to prosecute same on behalf of Classes 1, 3, 4, and 5, all of which Claims, as set forth herein, shall be entitled to a Pro Rata Distribution from any Causes of Action up to payment in full. Class 1 (Priority Claims) are impaired. They shall be paid Pro Rata up to in full from the Sales Proceeds, available Cash, and from Causes of Action, if any, or, if Myrtle Funding is the Successful Bidder at the Auction, from Myrtle Funding up to the $25,000 Creditor Fund to be established by Myrtle Funding, plus available Cash, plus recoveries from Causes of Action. The Plan Proponent does not believe there are any Priority Claims. The Plan Proponent is not aware of any Causes of Action. Class 2 (Myrtle Funding Secured Claim) are impaired. Myrtle Funding will be the stalking horse bidder in connection with the auction of the Property and the auction is the principle source of funding for the Plan. If Myrtle Funding is outbid by a Cash bidder, the unclassified Claims and the Class 1, 2, 3 and 4 Claims will be paid from the Sales Proceeds, plus available Cash, and Causes of Action if any. If the Sales Proceeds are insufficient to pay the priority and secured claims of Classes 1 and 3 in full after payment of Class 2, then Myrtle Funding will fund the Creditor Fund with $5,000 plus available Cash, which will be used to pay Class 1 up to in full and Classes 3 and 4 Claims Pro Rata. Class 3 (Claim of Receiver) are impaired. The Allowed Class 3 Claim of the Receiver will be paid pari passu and Pro Rata, after Class 1 Claims, if any, are paid in full, along with holders of Class 4 Claims, up to in full, from the Creditor Fund of $25,000 to be funded by Myrtle Funding plus available Cash along with Avoidance Action proceeds, if any. Any shortfall in payment of the Receiver Claim shall be paid directly by Myrtle Funding in accordance with the Receiver’s state law rights. Class 5 (Interests) are impaired. Class 5 consists of Allowed Interests in the equity of the Debtor. Class 5 Interests shall only receive a Distribution if Classes 1 – 4 are paid in full, subject to the terms hereof. Class 5 Interests shall receive excess Sales Proceeds, plus available Cash, plus recoveries of Causes of Action, after payment in full of all unclassified Claims set forth in Article II and III, and Classes 1, 2, 3, and 4 Claims are paid in full with interest at the Federal Judgment Rate, which is approximately 2.5%. The funds needed to pay all U.S. Trustee Fees, Allowed Administrative Expense Claims, and Allowed Priority Tax Claims will be paid in accordance with the Plan by either Myrtle Funding if it is the Successful Bidder, plus available Cash and recoveries from Causes of Action, or if the Successful Bidder is a Cash bidder from the Sales Proceeds, available Cash, and/or from the Causes of Action and other Property of the estate, in each case as set forth in the Plan. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y4u7nzep from PacerMonitor.com at no charge. Attorneys for 461 Myrtle Avenue Funding LLC: Gary O. Ravert, Esq. RAVERT PLLC 116 West 23rd Street, Fifth Floor New York, New York 10011 Tel: (646) 966-4770 Fax: (917) 677-5419 About Armstead Risk Management Armstead Risk Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41489) on March 14, 2019. At the time of the filing, the Debtor estimated assets and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth S. Stong. The Law Office of Courtney Davy is the Debtor's legal counsel. ATI DALLAS: Seeks to Hire Steven Sewald as Accountant ----------------------------------------------------- ATI Dallas, LLC and ATI Mezz Dallas, LLC, seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Steven Sewald and Company as their accountant. The firm will assist the Debtors in the preparation and filing of tax returns and monthy operating reports, and will provide advisory services required by the Bankruptcy Code. The firm's hourly rates are: Partner $300 Manager $200 Staff $150 - $175 Administrative $90 Steven Sewald is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Steven Sewald Steven Sewald and Company 242 Route 79 North, Suite 3 Morganville, NJ 07751 Phone: 732-332-1700 Fax: 732-332-9011 E-mail: info@sewaldcpa.com About ATI Dallas LLC ATI Dallas LLC classifies its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 16415 Addison Road, Addison, Texas. ATI Dallas and ATI Mezz Dallas, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No: 19-33705) on July 1, 2019. The petitions were signed by Charles Aque, president. At the time of filing, Atti Dallas disclosed assets of between $10 million and $50 million and liabilities of the same range. T. Josh Judd, Esq., at Andrews Myers, P.C., is the Debtors' counsel. AYEEDA LLC: Has RN's Consent to Use Cash Collateral --------------------------------------------------- Ayeeda LLC asks the U.S. Bankruptcy Court for the Central District of California (Santa Ana) to approve the stipulation it entered into with Rewards Network Establishment Service Inc.(RN) relating to the Debtor's use of cash collateral, as well as granting adequate protection to RN. RN asserts an ownership interest in a percentage of credit/debit transactions generated from the Debtor's business through the purchase of certain future credit card receivables Debtor's business generates. As of Aug. 2, 2019, the Debtor owes RN $43,670. RN also asserts a blanket lien in the Debtor's personal property to secure the obligation, which was perfected by a UCC Financing Statement. Pursuant to the Stipulation, among others, the parties agreed that: * the Debtor may use cash collateral to pay actual and necessary postpetition expenses as they come due in the ordinary course of the business, pursuant to the Order; * As adequate protection to RN's liens, the Debtor will pay RN consistent with the prepetition obligation of a percentage of each card transaction, and RN will be entitled to process automated clearing house (ACH) debits from the Debtor's designated DIP account, or otherwise, and RN is authorized to initiate such payment processing. To the extent applicable, all applicable stays will be terminated to permit the ACH debits or withdrawals; * RN will be granted nunc pro tunc to the Petition Date a valid and perfected security interest and lien in all of the Debtor’s personal property, currently owned or thereafter acquired. The authority to use cash collateral, pursuant to the Stipulation, will terminate automatically upon the earliest of the occurrence of any of these events: (a) When the Debtor is no longer a Debtor-In-Possession in the bankruptcy case or is otherwise limited or excluded from the management and operation of its business (through the appointment of a trustee or an examiner under the Bankruptcy Code, or through the appointment of some other type of fiduciary or custodian under federal or state law; (b) the granting of stay relief to any party that claims an interest in the Collateral or in the RN Replacement Collateral; (c) the filing by the Debtor or any other party in interest of any motion which seeks to grant to a party other than Rewards Network a lien or security interest equal or senior to the liens and security interests held by Rewards Network in the Collateral and the RN Replacement Collateral; (d) an order is entered by the Court rejecting a non-residential real property lease of the Debtor relating to the Fountain Valley Location, one of the Debtor's business locations; (e) an order is entered by the Court or a stipulation is entered into by the Debtor providing for modification of the automatic stay for any party with an interest in the non-residential real property lease; and (f) the Debtor confirms a plan of reorganization. About Ayeeda LLC Ayeeda LLC, as a franchisee of Dickey's Barbeque Pit, operates and manages restaurants since 2016. Ayeeda LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12012) on May 24, 2019. Andy C. Warshaw, Esq., at Financial Relief Law Center, is the Debtor's counsel. BARTLETT MANAGEMENT: Hires Michael J. Smith as Tax Accountant ------------------------------------------------------------- Bartlett Management Services, Inc., and its debtor-affiliates filed a third application from the the U.S. Bankruptcy Court for the Central District of Illinois to employ Michael J. Smith & Associates, Inc., as tax accountant to the Debtor. Bartlett Management seeks to: (a) employ Michael J. Smith & Associates, Inc., as tax accountant to prepare the Debtors' federal and state tax returns for tax year 2018; (b) provide Michael J. Smith the $26,123.26 "carve-out" from the proceeds of the January 31, 2019, sale of substantially all of their operating assets that were allocated for the Debtors' "tax accountant" as a retainer for such services; and (c) because the Court already has approved the Accountant Carve-Out, to limit notice of the Third Application, albeit not of the ultimate application for the allowance of Firm's fees, or application of the Carve-Out to such allowed fees, to the parties on CM/ECF electronic service list in the Cases. Michael J. Smith, the firm's founding partner, 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. Michael J. Smith can be reached at: Michael J. Smith MICHAEL J. SMITH & ASSOCIATES, INC. 3127 Village Office PI Champaign, IL 61822 Tel: (217) 378-4311 About Bartlett Management Services Bartlett Management Services, Inc., Bartlett Management Indianapolis, Inc., and Bartlett Management Peoria, Inc., owned 33 current franchises of KFC Corporation, the franchisor of the Kentucky Fried Chicken quick-services restaurant chain that provides a diverse menu of chicken and related side dishes and desserts. As of Feb. 28, 2018, Bartlett are operating 32 locations, 28 of which are leased. Bartlett Management Services and its affiliates sought Chapter 11 protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5, 2017. The Debtors have sought joint administration of the cases under Case No. 17-71890. In the petitions signed by Robert E. Clawson, president, Bartlett estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Mary P. Gorman oversees the cases. The Law Office of Jonathan A. Backman serves as bankruptcy counsel to the Debtors. The Debtors tapped Valenti Florida Management, Inc., as accountant and financial advisor; Steven A. Nerger of Silverman Consulting, Inc., as chief restructuring officer; and Equity Partners HG LLC as its investment banker and business broker. On Jan. 8, 2018, the Office of the United States Trustee appointed an unsecured creditors' committee in each of the three cases. On Jan. 19, 2018, counsel filed appearances on behalf of all three committees. Goldstein & McClintock LLLP is representing the committees. BEATRICE REALTY: Court OKs Interim Cash Collateral Use ------------------------------------------------------ The Hon. Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized Beatrice Realty Group, LLC, to use of cash collateral on an interim basis. The Court ordered the Debtor to file an emergency motion for determination that the escrow funds are not property of the estate and may be used in the ordinary course consistent with the term of the escrow. About Beatrice Realty Group Beatrice Realty Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. BPTW MERGER: S&P Assigns 'B-' ICR on Debt Recapitalization ---------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Massachusetts-based specialized staffing firm BPTW Merger Sub LLC (ALKU), which has just completed a debt recapitalization to fund its acquisition by FFL Partners. The rating agency also assigned its 'B-' issue-level and '3' recovery ratings to the company's $248 million first-lien senior secured credit facility. S&P's 'B-' issuer credit rating on BPTW Merger Sub LLC (ALKU) reflects the company's relatively small size and market position in the very competitive staffing industry with low barriers to entry. In addition, the company competes with larger, well-capitalized competitors, has significant concentration among its top 20 clients, limited track record in the market place, and a narrow set of services, in S&P's view. ALKU's specialized and focused offerings, coupled with its good direct client relationships and strong year-over-year consultant and client growth, partially offset some of these weaknesses. ALKU primarily assists corporations in finding talent for high-stakes assignments in highly competitive and high growth end markets such as technology, healthcare information technology (IT), life sciences, and government. Pro forma for the financing, the company has high leverage, with adjusted total debt to EBITDA is around 5.3x area and discretionary cash flow (DCF) to debt below 5% as of June 30, 2019. S&P expects the company's leverage will decline to the low-5x area by the end of 2019 due to EBITDA growth and DCF to debt will increase to 5%. However, as a private equity-owned firm, S&P expects ALKU will maintain an aggressive financial policy driven by the potential for special dividends. "The stable outlook reflects our belief that the increasing demand for a flexible work force will continue to boost demand for temporary staffing in the company's end markets, resulting in high-teens percent revenue growth over the next 12 months. We expect that the company's leverage will decline and remain in the low-5x range due to EBITDA growth and DCF to debt will rise above 5%," S&P said. "We could raise our rating if the company significantly expands and diversifies its business lines while continuing to generate good revenue growth and DCF and demonstrate a moderate financial policy," S&P said. More specifically, an upgrade would depend on debt leverage declining below 5x and DCF to debt increasing above 5% on a sustained basis due to an increase in clients, leading to revenue and EBITDA growth, according to the rating agency. "We view a downgrade as unlikely over the next 12 months. We could lower the rating if leverage rose to over 6.5x or DCF became negative. This could result from an economic slowdown and less demand for the company's temporary staffing services, if the company suffered operating challenges that resulted in customer losses, or if greater competition created significant pricing pressure," S&P said, adding that it could also lower the rating if the company prioritized shareholder-friendly initiatives such as debt-financed dividends. BREAULT RESEARCH: Hires Waterfall Economidis as Counsel ------------------------------------------------------- Breault Research Organization, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Waterfall Economidis Caldwell Hanshaw & Villamana, P.C., as counsel to the Debtor. Breault Research requires Waterfall Economidis to: a. advise the Debtor, as the debtor in possession, regarding its rights and responsibilities in operating its business and managing its property; b. prepare, on behalf of Debtor, necessary applications, answers, orders, reports, and other legal papers; c. apply for a cash collateral order, if necessary; d. prepare and file a Disclosure Statement and Plan of Reorganization; and e. perform all other legal services for the Debtor that may be necessary in the Bankruptcy Case and related proceedings. Waterfall Economidis will be paid at these hourly rates: Attorneys $275 to $300 Paralegals $150 Waterfall Economidis will also be reimbursed for reasonable out-of-pocket expenses incurred. Kasey C. Nye, a partner at Waterfall Economidis, 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. Waterfall Economidis can be reached at: Kasey C. Nye, Esq. Cindy K. Schmidt, Esq. WATERFALL ECONOMIDIS CALDWELL HANSHAW & VILLAMANA, P.C. 5210 E. Williams Circle Tucson, AZ 85711 Telephone: (520) 790-5828 Facsimile: (520) 745-1279 E-mail: knye@waterfallattorneys.com cschmidt@waterfallattorneys.com About Breault Research Organization Breault Research Organization, Inc. -- http://www.breault.com/-- is an optical engineering firm providing optical software products and training courses that help engineers turn creative visions into working prototypes, and the Company's own engineers work on projects for Fortune 500 companies, research institutions, and top government labs. BRO provides optical engineering services for companies requiring optical design solutions that outperform the competition. Clients include Agilent, Raytheon, General Dynamics, Lockheed Martin, NASA, and many other recognized names in industry. BRO is a privately held company headquartered in Tucson, Arizona. Breault Research Organization, based in Tucson, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-08754) on July 16, 2019. In the petition signed by Matthew Pobloske, president, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Kasey C. Nye, Esq., at Waterfall Economidis Caldwell Hanshaw & Villamana, P.C., serves as bankruptcy counsel to the Debtor. BRETHREN HOME: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Brethren Home of Girard, Illinois as of Aug. 7, according to a court docket. About Brethren Home of Girard, Illinois Brethren Home of Girard, Illinois -- http://pleasanthillvillage.org/-- owns an independent and assisted living facility known as Pleasant Hill Residence, which houses 48 apartments. Brethren Home is a non-profit organization founded in 1905 as a ministry of the Church of the Brethren. Brethren Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-70990) on July 10, 2019. In the petition signed by its president, Allen Krall, the Debtor disclosed assets in the amount of $6,513,700 and debts in the amount of $4,144,550. The Debtor is represented by R. Stephen Scott, Esq. at Scott & Scott, P.C. Judge Mary P. Gorman presides over the case. BRISTOW GROUP: Unsecureds to Get 11% Equity in Reorganized Parent ----------------------------------------------------------------- Bristow Group Inc and its debtor affiliates, as debtors and debtors in possession, submit this disclosure statement. The Plan is supported by the Debtors and certain holders of claims that have executed the restructuring support agreement, including holders of approximately 99.3% of the secured notes, 100% of the loans under the 2019 term loan facility and approximately 73.6% of the unsecured notes combined. The key components of the Plan are as follows: * A $385 million new money rights offering to purchase new common and preferred stock in Reorganized Bristow Parent, which rights offering shall be fully backstopped by certain Supporting Noteholders; * Holders of 2019 Term Loan Facility Claims shall either (i) if the Debtors enter into a new Exit Facility on or prior to the Effective Date, receive payment in full in Cash, or (ii) if the Debtors do not enter into a new Exit Facility prior to the Effective Date, (x) have its Allowed 2019 Term Loan Claim Reinstated and governed by the Amended and Restated 2019 Term Loan Credit Agreement, and (y) receive its Pro Rata share of the 2019 Term Loan Amendment Fee; * Holders of Secured Notes Claims shall receive (i) Cash equal to any accrued and unpaid preand post-petition interest and fees at the non-default contract rate, (ii) Cash equal to 97% of such Holder's claims (after giving effect to the payment in full in Cash of any accrued and unpaid pre- and post-petition interest and any prepayment of the 2019 Term Loan with proceeds from the DIP Facility) and (iii) the right to participate in their pro rata share (without oversubscription rights) of up to $37.5 million of the Rights Offering; * Holders of Unsecured Notes Claims and General Unsecured Claims shall receive their pro rata share of 11% of the equity interests in the Reorganized Bristow Parent (subject to dilution by the equity issued for the Management Incentive Plan) and the right to participate in their pro rata share (without oversubscription rights) of up to $347.5 million of the Rights Offering, provided that Holders that are not accredited investors or U.S. Citizens and Holders of General Unsecured Claims that so elect will receive a specified cash payment in lieu of the foregoing treatment; * Trade Claims shall be paid in full on the Effective Date or otherwise in the ordinary course of business; provided that the Debtors may require in their discretion that such trade vendors agree to continue to provide goods or services to the Reorganized Debtors on customary credit terms after the Effective Date (and for the avoidance of doubt, those trade vendors that do not agree to continue to provide goods and services on customary credit terms (to the extent required by the Debtors) shall have their Claims treated as General Unsecured Claims); * Claims based on the Debtors’ guarantees of obligations of their non-Debtor subsidiaries' customer contracts, including their contract for search and rescue services for the United Kingdom's Maritime & Coastguard Agent and Claims associated with the Debtors' credit facility with Lombard will be reinstated without impairment, ensuring minimal disruption to the Debtors' business as a result of the Chapter 11 Cases; and * Full equitization of the Debtors' proposed $150 million DIP Facility. Class 12 General Unsecured Claims are impaired. Each Holder of a General Unsecured Claim shall receive: (i) if such Holder does not timely make the GUC Rights Offering Election and is a 4(a)(2) Eligible Holder, its Pro Rata share of (x) the Unsecured Equity Pool and (y) the GUC Subscription Rights7 or (ii) if such Holder does timely make the GUC Rights Offering Election or is not a 4(a)(2) Eligible Holder, its Pro Rata share of the GUC Distribution Cash Amount. Class 3 2019 Term Loan Facility are impaired. Each Holder of an Allowed 2019 Term Loan Facility Claim shall either (i) if the Debtors enter into a new Exit Facility on or prior to the Effective Date, receive payment in full in Cash, or (ii) if the Debtors do not enter into a new Exit Facility on or prior to the Effective Date, (x) have its Allowed 2019 Term Loan Facility Claim be Reinstated and governed by the Amended and Restated 2019 Term Loan Credit Agreement, and (y) receive its Pro Rata share of the 2019 Term Loan Amendment Fee. Class 4 Secured Notes Claims are impaired. Each Holder of an Allowed Secured Notes Claim shall receive (i) payment in full in Cash of any accrued and unpaid prepetition and post-petition interest at the non-default contract rate, (ii) after giving effect to the immediately preceding clause (i), Cash in an amount equal to 97% of the outstanding amount of such Allowed Secured Notes Claim and (iii) such Holder’s Pro Rata share of the Secured Noteholder Subscription Rights. Class 6 PK Air Credit Facility Claims are impaired. Each Holder of an Allowed PK Air Credit Facility Claims shall receive its Pro Rata share of the New PK Air Note. Class 7 Macquarie Term Loan Credit Facility Claims are impaired. Each Holder of an Allowed Macquarie Term Loan Credit Facility Claims shall receive its Pro Rata share of the New Macquarie Note. Class 8 Unsecured Notes Claim are impaired. Each holder of an Allowed Unsecured Notes Claim shall receive (i) if such Holder is a 4(a)(2) Eligible Holder, its Pro Rata share of (x) the Unsecured Equity Pool and (y) the Unsecured Noteholder Subscription Rights6 or (ii) if such Holder is not a 4(a)(2) Eligible Holder, its Pro Rata share of the GUC Distribution Cash Amount. Class 13 Intercompany Claims. Intercompany Claims shall, at the election of the Required RSA Parties, be Reinstated, compromised, or cancelled. Class 14 Intercompany Interests. Intercompany Claims shall, at the election of the Required RSA Parties, be Reinstated solely to maintain the Debtors’ corporate structure, compromised, or cancelled. Class 15 Existing Interests are impaired. Each Existing Interest shall be cancelled, released, and expunged and shall be of no further force and effect and each Holder shall not receive any distribution on account of such Existing Interest. Class 16 Section 510(b) Claims are impaired. Section 510(b) Claims will be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and each Holder will not receive any distribution on account of such Section 510(b) Claim. As of the commencement of the Chapter 11 Cases, the Debtors had approximately $68 million of unrestricted Cash. The DIP Facility provides liquidity that is essential to fund the administrative cost of these Chapter 11 Cases. The DIP Facility allows the Debtors to pay suppliers and other participants in the Debtors' supply chain in the ordinary course to ensure the continuing and uninterrupted flow of inputs to the Debtors' businesses. Importantly, the DIP Facility will ultimately be converted into New Stock, thereby facilitating the de-levering of the Debtors' balance sheet and conserving cash for post-emergence operations. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y3ak6n6l from PacerMonitor.com at no charge. Co-Counsel to the Debtors: James R. Prince, Esq. Omar J. Alaniz, Esq. Kevin Chiu, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue, Suite 900 Dallas, Texas 75201-2980 Telephone: (214) 953-6500 Facsimile: (214) 953-6503 Email: jim.prince@bakerbotts.com omar.alaniz@bakerbotts.com kevin.chiu@bakerbotts.com -- and -- Emanuel C. Grillo, Esq. Chris Newcomb, Esq. BAKER BOTTS L.L.P. 30 Rockefeller Plaza New York, New York 10112-4498 Telephone: (212) 408-2500 Facsimile: (212) 408-2501 Email: emanuel.grillo@bakerbotts.com chris.newcomb@bakerbotts.com -- and -- Richard G. Mason, Esq. Amy R. Wolf, Esq. WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, New York 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 Email: rgmason@wlrk.com arwolf@wlrk.com About Bristow Group Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/-- provides industrial aviation and charter services to offshore energy companies in Europe, Africa, the Americas, and the Asian Pacific. It also provides search and rescue services for governmental agencies and the oil and gas industry. Headquartered in Houston, Bristow Group employs approximately 3,000 individuals around the world. Bristow Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion in assets and $1.886 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell, Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez & Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Bristow Group Inc. and its affiliates. The Committee selects Kramer Levin Naftalis & Frankel LLP as its legal counsel. BVS CONSTRUCTION: Unsecureds to Get 60 Monthly Payments of $5K Each ------------------------------------------------------------------- BVS Construction, Inc., filed a Chapter 11 plan and accompanying disclosure statement proposing that General Unsecured Creditors, classified in Class 10, will get 60 monthly payments commencing on the Effective Date of $5,000 each. Class 2 Claimants (Allowed Ad Valorem Tax Claims) are impaired. Any Allowed Claims of the Ad Valorem Tax creditors, shall be treated as secured Claims. The Ad Valorem Taxes will receive post-petition pre-Effective Date interest at the state statutory rate of 12% per annum and post-Effective Date interest at the rate of 12% per annum. The Debtors will pay the Ad Valorem Taxes in sixty (60) equal monthly payments commencing on the Effective Date with interest at the rate of 12% per annum. The monthly payment will be approximately $11,143 if the Claim is allowed as filed. Class 3 Claimants (Allowed Claims of the Texas Comptroller) are impaired. The Debtor shall pay the Comptroller Proof of Claims in full with interest at the rate of 6.5% per annum in 60 equal monthly payments commencing on the Effective Date. The Debtor believes if the claims are allowed as filled, the combined monthly payment amount on the Comptroller’s Tax Claim will be $836. Class 4 Claimants (Allowed Priority Claims of the Internal Revenue Service) are impaired. The Debtor shall pay the IRS Priority Claim in sixty (60) equal monthly payments commencing on the Effective Date with interest at the rate of 5% per annum. In the event the IRS Priority Claim is allowed as filed, the monthly payment on the IRS Priority Claim shall be approximately $5,782. Class 5 Claimants (Allowed Secured Claims of the Internal Revenue Service) are impaired. The Debtor shall pay the IRS Secured Claim in one hundred twenty (120) equal monthly payments commencing on the Effective Date with interest at the rate of 5% per annum. In the event the IRS Secured Claim is allowed as filed, the monthly payment on the IRS Secured Claim shall be approximately $14,602. The IRS shall retain its liens against the property of the Debtor, but shall release its liens, if any, when paid in full as called for by the Plan. Class 6 Claimant (Allowed Secured Claim of Commercial Credit Group) are impaired. On or about March 8, 2019, the Court entered that certain Amended Agreed Final Order Regarding Debtor's Use of Cash Collateral. Pursuant to the terms of the Agreed Order and the Proof of Claim filed by CCG, CCG shall have an Allowed Secured Claim in the amount of $2,900,875.46 less any amount paid to CCG post petition. The CCG Allowed Secured Claim shall be paid in 36 equal monthly payments with interest at the rate of 5% per annum making the monthly payment $86,942. Class 7 Claimant (Allowed Secured Claims of First State Bank of Bedias) are impaired. The Debtor shall pay the Bedias Note Claim in full in 36 equal monthly payments with interest at the rate of 5% per annum commencing on the Effective Date. The monthly payments shall be $150.44. Bedias shall retain its lien on the Bedias Collateral until paid in full under the Plan. Class 8 Claimant (Allowed Secured Claims of Prosperity Bank) are impaired. The Allowed Secured Claim of Prosperity shall be paid in eighty-four (84) equal monthly payments with interest at the rate of 5% per annum commencing on the Effective Date. Based upon the Proof of Claim filed by Prosperity, if allowed, the amount of the monthly payment will be $18,847.21. Prosperity shall retain its liens on the Prosperity Collateral described above until paid in full under the Plan. Class 9 Claimants (Allowed Claims of Numo Remanufacturing Company and Vanguard Truck Centers) are impaired. Numo has a secured claim, the secured claim shall be paid in full with interest at the rate of 5% per annum in sixty (60) equal monthly payments commencing on the later of the Effective Date or 30 days after a final determination of the amount owed Numo on its secured claim. Vanguard has a secured claim, the secured claim shall be paid in full with interest at the rate of 5% per annum in sixty (60) equal monthly payments commencing on the later of the Effective Date or 30 days after a final determination of the amount owed Vanguard on its secured claim. Class 11 Interests (Current Ownership) may be impaired. The Allowed Equity Interest Holder Claims shall retain their stock in the Reorganized Debtor, however, in the event that the unsecured creditors in Class 10 do not vote to accept the Plan, and the stock ownership of BVS, an auction for the stock ownership shall be conducted. The auction will take place on first business day that is five days after the Confirmation Order has been entered. All property which is to be paid for under the Plan will be vested in the name of the BVS regardless of whose name the property is currently titled in or whose name the underlying agreement was executed. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y55afsm4 from PacerMonitor.com at no charge. Counsel for BVS Construction: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, Texas 75251 (972) 991-5591 FAX: (972) 991-5788 EMAIL: eric@ealpc.com About BVS Construction B.V.S. Construction Inc., a company based in Bryan, Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 19-60004) on Jan. 2, 2018. In the petition signed by Elaine Palasota, president, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Ronald B. King oversees the case. Eric A. Liepins, Esq., at Eric A. Liepins, P.A., is the Debtor's bankruptcy counsel. CAPITAL RIVER: Aug. 22 Hearing on Disclosure Statement ------------------------------------------------------ The hearing to consider the approval of the Amended Disclosure Statement explaining the Amended Chapter 11 Plan of Capital River, LLC will be held at US Courthouse, Room 200, 255 W Main St., Charlottesville, VA 22902 on August 22, 2019 at 11:00 AM. August 15, 2019 is fixed as the last date for filing and serving written objections to the Amended Disclosure Statement. The Amended Plan disclosed that Brad Church has managed the debtor post-petition and shall continue to manage it post-confirmation. There is no dispute between the debtor's members as to management duties. It is not the Debtor's intention to currently try to sell individual lots, as its Seller did not sufficiently construct the road necessary to do so. (Admittedly it is a matter of dispute, possibly to be resolved by litigation, who has responsibility for the construction of the road.) Rather, it will seek to sell its real estate as one large parcel. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/yxtxyjog from PacerMonitor.com at no charge. About Capital River Based in Huntersville, North Carolina, Capital River, LLC, a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), whose principal assets are located at Lot 1-15, Bella Vista Estates Orange, VA 22960, filed a voluntary Chapter 11 petition (Bankr. W.D. Va. Case No. 19-60555) on March 14, 2019, and is represented Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., in Roanoke, Virginia. The case is assigned to Hon. Rebecca B. Connelly. At the time of filing, the Debtor had estimated assets and liabilities of $1 million to $10 million. The petition was signed by Bradley J. Church as member of BJC Holdings, LLC and Charles B. Payne as member of CBP Holdings, LLC. CAPSON CORP: Seeks to Hire Waller Lansden as Counsel ---------------------------------------------------- Capson Corp., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Waller Lansden Dortch & Davis, LLP, as counsel to the Debtor. Capson Corp. requires Waller Lansden to: (a) advise the Debtors as to their rights and responsibilities; (b) take all necessary action to protect and preserve the estate of the Debtors, including, if necessary, the prosecution of actions or adversary or other proceedings on the Debtors' behalf; (c) prepare on behalf of the Debtors all necessary applications, motions, and other pleadings and papers in connection with the administration of the estate; and (d) perform all other legal services required by the Debtors in connection with the Chapter 11 case. Waller Lansden will be paid at these hourly rates: Partners $350 to $765 Associates $255 to $360 Paraprofessionals $170 to $265 In the three months prior to the filing of the Chapter 11 Bankruptcy Cases, as security for payment of fees and expenses, the Debtors made advance payments to Waller Lansden of $185,000 in aggregate. During the course of Waller Lansden's employment, the Debtors paid Waller Lansden approximately $60,688 for professional services rendered and expenses incurred. As of the Petition Date, Waller Lansden expects the Debtors' on-account balance to be $124,312. Waller Lansden will also be reimbursed for reasonable out-of-pocket expenses incurred. Morris D. Weiss, a partner at Waller Lansden, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Waller Lansden can be reached at: Morris D. Weiss, Esq. Mark C. Taylor, Esq. Cleveland R. Burke, Esq. Evan J. Atkinson, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 Telephone: (512) 685-6400 Facsimile: (512) 685-6417 E-mail: morris.weiss@wallerlaw.com mark.taylor@wallerlaw.com cleve.burke@wallerlaw.com evan.atkinson@wallerlaw.com About Capson Corp. Capson Corp., based in Austin, TX, and its affiliates sought Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 19-10890) on July 3, 2019. In the petitions signed by Matthew Downs, president, Capson Corp. estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million; affiliate Capson Physicians estimated assets and liabilities of less than $50,000; and affiliate Capson Healthcare estimated assets of up to $50,000 and liabilities of $1 million to $10 million. The Hon. Christopher H. Mott oversees the cases. Morris D. Weiss, Esq., at Waller Lansden Dortch & Davis, LLP, serves as bankruptcy counsel. No request for the appointment of a trustee or examiner has been made in the Chapter 11 cases, and no committees have been appointed or designated. CASCADES OF GROVELAND: Hires Nardella & Nardella as Counsel ----------------------------------------------------------- The Cascades of Groveland Homeowners' Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Nardella & Nardella, PLLC, as counsel to the Debtor. Cascades of Groveland requires Nardella & Nardella to: a. advise and counsel the debtor-in-possession concerning the operation of its business in compliance with Chapter 11 and orders of the Bankruptcy Court; b. defend any causes of action on behalf of the debtor-in- possession; c. prepare all necessary applications, motions, reports, and other legal papers in the Chapter 11 case; d. assist in the formulation of a plan of reorganization and preparation of a disclosure statement; and e. provide all services of a legal nature in the field of bankruptcy law. Nardella & Nardella will be paid at these hourly rates: Attorneys $325 Associates $275 Paraprofessionals $175 The Debtor paid Nardella & Nardella the amount of $6,287.50 for services rendered, and $1,717 filing fee for costs incurred prior to the petition date. Nardella & Nardella will be paid an additional fee of $18,712.50 as retainer. Nardella & Nardella will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Nardella, name partner, 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. Nardella & Nardella can be reached at: Michael A. Nardella, Esq. NARDELLA & NARDELLA, PLLC 135 West Central Boulevard, Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 E-mail: mnardella@nardellalaw.com About The Cascades of Groveland Homeowners' Association The Cascades of Groveland Homeowners' Association, Inc., is a non-profit homeowner's association operating under Chapter 720, Florida Statute's. The Association's homeowners constitute a community known as "Trilogy Orlando" located in Groveland, Florida. The Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04077) on June 21, 2019. In the petition signed by Brian Feeney, president, the Debtor estimated assets of between $1 million to $10 million and liabilities of the same range. Michael A. Nardella, Esq. at Nardella & Nardella, PLLC serves as the Association's bankruptcy counsel. Weiss Serota Helfman Cole & Bierman, P.L., is serving as special appellate counsel, and Becker & Poliakoff, P.A., is special association counsel. CASCADES OF GROVELAND: Hires Weiss Serota as Special Counsel ------------------------------------------------------------ The Cascades of Groveland Homeowners' Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Weiss Serota Helfman Cole & Bierman, P.L., as special appellate counsel to the Debtor. On June 10, 2019, the Court entered a Final Judgment against the Debtor in the amount of $4,025,693 in the case styled PC Services, LLC v. The Cascades of Groveland Homeowners' Association, Inc., with case number 12-25877-CA-05, filed with the Circuit Court of State of Florida, Miami-Dade County. On June 21, 2019, the Debtor filed a Notice of Appeal to the Judgment to Florida's Third District Court of Appeal. Cascades of Groveland requires Weiss Serota to represent and provide legal services to the Debtor in relation to the appeal with the Florida's Third District Court of Appeal. Weiss Serota will be paid at the hourly rates of $150 to $700. Weiss Serota will be paid a retainer in the amount of $15,000. Weiss Serota will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward G. Guedes, partner of Weiss Serota Helfman Cole & Bierman, P.L., 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. Weiss Serota can be reached at: Edward G. Guedes, Esq. WEISS SEROTA HELFMAN COLE & BIERMAN, P.L. 2525 Ponce de Leon Blvd., Suite 700 Coral Gables, FL 33134 Tel: (305) 854-0800 About The Cascades of Groveland Homeowners' Association The Cascades of Groveland Homeowners' Association, Inc., is a non-profit homeowner's association operating under Chapter 720, Florida Statute's. The Association's homeowners constitute a community known as "Trilogy Orlando" located in Groveland, Florida. The Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04077) on June 21, 2019. In the petition signed by Brian Feeney, president, the Debtor estimated assets of between $1 million to $10 million and liabilities of the same range. Michael A. Nardella, Esq. at Nardella & Nardella, PLLC serves as the Association's bankruptcy counsel. Weiss Serota Helfman Cole & Bierman, P.L., is serving as special appellate counsel, and Becker & Poliakoff, P.A., is special association counsel. CASCADES OF GROVELAND: Taps Becker & Poliakoff as Special Counsel ----------------------------------------------------------------- The Cascades of Groveland Homeowners' Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Becker & Poliakoff, P.A., as special association counsel to the Debtor. Cascades of Groveland requires Becker & Poliakoff to assist and provide legal services to the Debtor in relation to its day to day operational matters, as well as to assist in any disputes which arise out of such operational matters. Cascades of Groveland will be paid at the hourly rates of $250 to $700. Becker & Poliakoff will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven H. Mezer, partner of Becker & Poliakoff, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Becker & Poliakoff can be reached at: Steven H. Mezer, Esq. BECKER & POLIAKOFF, P.A. 1511 N., Westshore Blvd., Suite 1000 Tampa, FL 33607 Tel: (813) 527-3900 Fax: (813) 286-7683 About The Cascades of Groveland Homeowners' Association The Cascades of Groveland Homeowners' Association, Inc., is a non-profit homeowner's association operating under Chapter 720, Florida Statute's. The Association's homeowners constitute a community known as "Trilogy Orlando" located in Groveland, Florida. The Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-04077) on June 21, 2019. In the petition signed by Brian Feeney, president, the Debtor estimated assets of between $1 million to $10 million and liabilities of the same range. Michael A. Nardella, Esq. at Nardella & Nardella, PLLC serves as the Association's bankruptcy counsel. Weiss Serota Helfman Cole & Bierman, P.L., is serving as special appellate counsel, and Becker & Poliakoff, P.A., is special association counsel. CBCS WASHINGTON: Sept. 5 Plan Confirmation Hearing -------------------------------------------------- The Bankruptcy Court has issued an order preliminarily approving the Amended Disclosure Statement for the Amended Chapter 11 Plan of Reorganization filed by CBCS Washington Street L.P., and scheduled the hearing on confirmation of the Plan to be held on September 5, 2019 at 10:00 AM. Class 3 Unsecured Claims are unimpaired. Each holder of an Allowed Class 3 Unsecured Claim shall receive on the Effective Date, from the Proceeds, Cash in the full amount of its Allowed Unsecured Claim. Funding for the Plan shall be from Proceeds, as supplemented, if necessary, by the Equity Contribution. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y4wlp34w from PacerMonitor.com at no charge. A redlined version of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y2spd2b8 from PacerMonitor.com at no charge. Attorneys for the Debtor: A. Mitchell Greene, Esq. Fred B. Ringel, Esq. Lori Schwartz, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, New York 10022 (212) 603-6300 About CBCS Washington Street CBCS Washington Street LP is a partnership and a lessee under an Agreement of Lease dated June 19, 2013 with 445 Washington LLC for the parcels of real property located in New York. The Debtor is currently developing the premises into a 96-room luxury hotel under the "Hotel Barriere Le Fouquet" brand. Based in White Plains, N.Y., CBCS Washington Street filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22607) on March 12, 2019. In its petition, the Debtor disclosed $40,500,496 in assets and $17,201,731 in liabilities. The petition was signed by Ivaylo V. Ninov, authorized representative of Washington Street Hotel GP LLC, GP. The Hon. Robert D. Drain oversees the case. Fred B. Ringel, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., is the Debtor's bankruptcy counsel. The U.S. Trustee for Region 2 on May 1 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of CBCS Washington Street LP. CLEAR CHANNEL: Moody's Rates Proposed $1.26BB Secured Notes 'B1' ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Clear Channel Outdoor Holdings, Inc.'s proposed $1.26 billion senior secured note due 2027 and the B3 Corporate Family Rating was affirmed. The outlook remains stable. The net proceeds of the new notes as well as $2 billion of new secured term loan are projected to be used to repay the $2.725 billion senior unsecured notes due 2022 issued by subsidiary, Clear Channel Worldwide Holdings, Inc. as well as $375 million of senior notes issued by subsidiary, Clear Channel International B.V. After repayment, the CFR, Probability of Default, Speculative Grade Liquidity Rating, rating for the senior notes due 2022, and outlook issued at CCW as well as the rating for the senior notes issued by CCI BV and outlook will be withdrawn. Approximately $334 million of the CCW senior subordinated notes due 2024 are expected to be repaid with proceeds of an equity raise on July 25, 2019 and an additional $50 million could be repaid if underwriters exercise the option to purchase additional shares. The new secured note and term loan will extend a material portion of CCO's debt maturity to 2026, although the remaining senior subordinated notes will mature in 2024 and prior to the term loan. Proforma for the prior equity and proposed debt transactions, Moody's calculation of leverage decreased to 9x from 9.3x and interest coverage is expected to improve to 1.6x from 1.4x as of Q2 2019 as the proposed debt transactions are expected to reduce interest expense. Changes in the amount and type of debt issued have the potential to lead to a change in the ratings. Assignments: Issuer: Clear Channel Outdoor Holdings, Inc. Senior Secured Note due 2027, Assigned B1 (LGD2) Affirmations: Issuer: Clear Channel Outdoor Holdings, Inc. Corporate Family Rating, Affirmed at B3 Probability of Default Rating, Affirmed at B3-PD Speculative Grade Liquidity Rating, Affirmed at SGL-3 Senior Secured Term Loan B due 2026, Affirmed at B1 (LGD2) Senior Secured Revolving Credit Facility due 2024, Affirmed at B1 (LGD2) Issuer: Clear Channel Worldwide Holdings, Inc. 2.2 billion Senior Subordinated Note due 2024, Affirmed at Caa2 (LGD5) Outlook Actions: Issuer: Clear Channel Outdoor Holdings, Inc. Outlook, Stable Ratings and outlook actions are subject to review of final documentation and no material change in the size, terms and conditions of the proposed transaction as advised to Moody's. RATINGS RATIONALE CCO's B3 CFR primarily reflects the high pro forma leverage of 9x (excluding Moody's standard lease adjustment) and an interest coverage ratio of approximately 1.6x as of Q2 2019. CCO benefits from its position as one of the largest outdoor advertising companies in the world with diversified international operations and high broadcast cash flow (BCF) margins of 40% LTM as of Q2 2019 in the Americas division (compared to 16% in the International division). There is also the ability to convert traditional billboards to digital which Moody's expects will lead to higher revenue and EBITDA over time with appeal to a broader range of advertisers. Outdoor advertising is not likely to suffer from disintermediation as other traditional media outlets have and the industry also benefits from restrictions on the supply of additional billboards (particularly in the US) which helps support advertising rates and high asset valuations. The separation of the company from iHeartCommunications, Inc. (iHeart) in Q2 2019 is a positive and allows CCO to focus on growth instead of generating liquidity for the prior parent company. Moody's expects the new owners to focus on growth, digital development, and deleveraging the balance sheet to more sustainable levels. While Moody's is positive on the prospects for the outdoor advertising industry, results are projected to be more volatile than it was in the past when the industry was subject to longer term contracts. The outdoor business is also cyclical and CCO's already high leverage level could deteriorate meaningfully in the event of an economic decline. The debt balance is also in US$ whereas a significant portion of revenue is denominated in foreign currencies which can increase volatility. CCO's liquidity profile is expected to be adequate as indicated by its Speculative Grade Liquidity Rating of SGL-3. The pro forma cash balance is projected to be approximately $350 million and CCO has a $125 million asset backed revolving facility due 2023 in addition to a proposed $200 million revolving credit facility due 2024. Free cash flow is projected to be modestly improved, but still negative in the near term and follows several years of negative free cash flow due to distributions to its prior parent company and significant capital expenditures. Capex was $229 million LTM Q2 2019 and Moody's expects it to be in a similar range in 2019. If necessary, capex could be reduced to improve its liquidity position if needed. The proforma EBITDA minus capex to interest coverage ratio is 0.9x as of Q2 2019. The term loan is covenant lite and the revolver is subject to first lien net leverage ratio when drawn. If the total net leverage ratio is less than 6.5x, the covenant will only be tested when 35% is drawn. The stable outlook reflects Moody's projection of low to mid-single digit EBITDA growth going forward due to the strength of the outdoor industry and lower expenses as CCO will not need to pay trademark expenses for use of the Clear Channel name going forward. The majority owned subsidiary in China is projected to face more challenging conditions that will partially offset growth in other regions. Moody's expects leverage will decline modestly over the next twelve months to the mid 8x range. The rating could be upgraded if leverage decreased well below 7x with a positive free cash flow to debt ratio in the mid-single digits and an EBITDA minus capex to interest coverage ratio of over 1.5x. An adequate liquidity profile would also be required. The rating could be downgraded if leverage increased above 10x or if the liquidity position deteriorated so that there was an increased possibility of default. An EBITDA minus capex to interest coverage ratio sustained below 1x due to economic weakness or poor operational performance also has the potential to lead to a downgrade. The principal methodology used in these ratings was Media Industry published in June 2017. Clear Channel Outdoor Holdings, Inc., headquartered in San Antonio, Texas, is a leading global outdoor advertising company that generates LTM revenues of approximately $2.7 billion as of Q2 2019. iHeartCommunications, Inc. previously owned 89% of CCO and former iHeart debtholders own a material portion of CCO's equity following iHeart's exit from bankruptcy in Q2 2019. CLINTON NURSERIES: 18th Interim Cash Use Order Entered ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Connecticut approved the stipulation authorizing the eighteenth interim request of Clinton Nurseries, Inc., and its debtor affiliates -- Clinton Nurseries of Maryland, Inc., Clinton Nurseries of Florida, Inc., and Triem LLC, -- to use cash collateral through and including the earlier of Aug. 17, 2019, or the date of the termination of the cash collateral due to an event of default. The Court ruled that, except as expressly provided in the 18th interim order or with the written consent of the Bank of the West, the Debtor's Lender, cash collateral may be used pursuant to the Court-approved budget, provided that: * the Debtor's actual collections are within at least 90 percent of the Debtor's projected collections, as measured on a rolling four-week basis; * any unused amount for any line item as set forth in the budget may be carried forward to the same budget line item for future use; * the Debtor's actual, aggregate disbursements other than the line item for "executive payroll" exceed the projected aggregate disbursements by no more than 10 percent, as measured: (i) cumulatively for the first four weeks of the budget, and (ii) on a rolling four week-basis thereafter; * the prepetition liens, adequate protection liens and super-priority claim will be subject and subordinate to a carve-out for unpaid fees and dues to the Clerk of Court, the U.S. Trustee, and unpaid fees incurred by counsel retained by the Official Committee of Unsecured Creditors, up to a maximum of $150,000. The Debtor will pay the Lender amounts of up to $85,000 for adequate protection for August 2019, at the contractual, non-default rate of interest pursuant to the Operating Agreement and the Real Estate Note, provided, however, that (i) the Lender asserts that all obligations owed by the Debtors to the Lender are legally accruing at the contractual "default rate" set forth in said Operating Agreement, and the Debtor reserves the right to contest the same; and (ii) intends to seek reimbursement for the Lender's reasonable and actual professional fees and costs the Lender incurred under the Loan Documents. The Court ruled that the Debtors file additional reporting to be provided to the Lender, Varilease Finance, Inc., and the Committee. A copy of the 18th Interim Order is available free of charge at: http://bankrupt.com/misc/Clinton_N_Cash_18th_Ord.pdf A hearing to further consider the continued use of the cash collateral will be held on Aug. 14, 2019 at 1:00 p.m. Objections must be filed on or before Aug. 12. About Clinton Nurseries Founded in 1921, Clinton Nurseries, Inc., operates nurseries that produce ornamental plants and other nursery products. The company grows trees, flowering shrubs, roses, ornamental grasses & ground covers, perennials, annuals, herbs and vegetables. Clinton Nurseries is based in Westbrook, Connecticut. Clinton Nurseries and its affiliates sought Chapter 11 protection (Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David Richards, president, signed the petition. The cases are jointly administered under Case No. 17-31897. At the time of filing, Clinton Nurseries estimated its assets and liabilities at $10 million to $50 million. Judge James J. Tancredi oversees the cases. Zeisler & Zeisler, P.C. is the Debtors' legal counsel. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The committee tapped Green & Sklarz LLC as its legal counsel. CLOUD PEAK: Gets Approval to Hire PwC as Tax Advisor ---------------------------------------------------- Cloud Peak Energy Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire PriceWaterHouseCoopers LLP. The firm will provide (i) audit services, which include an audit of the consolidated financial statements of the company and its affiliates at Dec. 31, 2019 and for the year ending, and a review of the Debtors' unaudited consolidated interim financial information for the remaining two quarters in the year ending Dec. 31, 2019; and (ii) tax services, which include tax compliance and advisory services. PwC's hourly rates are: Assurance Bankruptcy Other Staff Class Services Specialists Specialists ----------- --------- ----------- ----------- Partner $528 - $895 $994 $956 - $990 Managing Director n/a $898 $821 - $910 Director/Senior Manager $358 - $621 $807 $782 - $815 Manager $242 - $494 $628 $600 - $635 Senior Associate $190 - $364 $517 $500 - $522 Associate/Other Staff n/a n/a n/a Experienced Associate $136 - $286 $450 $422 - $455 Associate $114 - $286 n/a $210 - $338 Intern $77 - $127 n/a $127 Staff Class Tax Services ----------- ------------ Partner $885 - $990 Managing Director $780 - $910 Director/Senior Manager $600 - $810 Manager $495 - $625 Senior Associate $365 - $445 Associate/Other Staff $290 - $340 Experienced Associate n/a Associate n/a Intern n/a In the 90 days before their bankruptcy filing, the Debtors paid PwC $972,093, which included the $85,000 prepayment for the tax compliance services and $50,000 pre-bankruptcy retainer. Jade Walle, a partner at PwC, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. PwC can be reached through: Jade Walle PricewaterhouseCoopers LLP 1900 16th Street Denver, CO 80202 Tel: +1 (720) 931 7000 About Cloud Peak Energy Cloud Peak Energy Inc. (OTC: CLDPQ) -- http://www.cloudpeakenergy.com/-- is a coal producer headquartered in Gillette, Wyo. It mines low sulfur, subbituminous coal and provides logistics supply services. Cloud Peak owns and operates three surface coal mines and owns rights to undeveloped coal and complementary surface assets in the Powder River Basin. It is a sustainable fuel supplier for approximately two percent of the nation's electricity. Cloud Peak Energy and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in assets and $634,982,000 in liabilities as of the bankruptcy filing. The cases are assigned to Judge Kevin Gross. The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards, Layton & Finger, P.A., as local counsel; Centerview Partners LLC as investment banker; FTI Consulting Inc. as operational advisor; and Prime Clerk LLC as claims and noticing agent. CLYDE EVANS: Unsecureds to get 100% in Quarterly Installments ------------------------------------------------------------- Clyde Evans Land Company filed a Chapter 11 plan and accompanying disclosure statement proposing that General Unsecured Claims, classified in Class 7, will be entitled to receive a 100% distribution on the allowed amount of their claims. Payments on the allowed amount of the Class 7 claims shall be made in equal quarterly installments over a period of five (10) years. Further, under the proposed Plan, such claims shall be paid the present value of such claim during the repayment period so that each allowed claim is paid interest at a rate of 6.5% per annum. Class 1 - Secured claim of Velocity are impaired. Under its proposed Plan, the treatment of the Claim of Velocity will be subject to any order entered by the Court with respect to the sale of the Cable Road Property. Until its Secured Claim is paid in full, as provided above, the Debtor's Plan proposes that, on account of its Claim, Velocity shall retain its secured interest in the Debtor's Cable Road Property up to the principal amount due and owing on the allowed amount of its Secured Claim. Class 2 - Secured Claim of SFCU are impaired. SFCU holds an interest in the Elida Road, Cole Street and Elizabeth and Vine Street Properties. On its claims, and unless SFCU agrees to a different treatment of its claims, the Debtor's Plan proposes to pay to SFCU deferred cash payments totaling the present value of the New Obligation ($1,232,203.37). As provided in Class 1 of the Proposed Plan, SFCU shall be entitled to 80% of the proceeds received. Such proceeds shall be paid to SFCU as soon as practicable after the Debtor's receipt of such funds. Class 3 - Secured Claim of Allen County are impaired. The Claim of Allen County shall be paid over five years at an interest rate of 4%. Payments on the Claim of Allen County shall be made on a monthly basis, commencing on the first full month fully the Effective Day of the Plan, and shall be due on the fifth day of each applicable month thereafter unless such day falls on a weekend or federal holiday in which case such monthly payment shall be due on the first business day thereafter. Payments shall be deemed timely if mailed by the applicable due date. Class 6 - Tenants at Cable Road Property are impaired. Distributions to allowed claims in this Class shall be made, Pro Rata, in equal quarterly payments, over a period of ten (10) years, and shall commence on the first day of the month following the Effective Date of the Debtor's proposed Plan. No interest shall accrue on any allowed claim in this Class during the pendency of repayment. Class 8 - Equity Interests are impaired. Upon confirmation, the Debtor's Plan proposes that all issued Class B Stock of the Debtor shall be cancelled, and any holder of such stock shall not retain an interest in the Reorganized Debtor. Upon confirmation, the Debtor's Plan further proposes that all issued Class A of the Debtor shall continue to be held by Mr. Evans in the Reorganized Debtor. Further, it is proposed that such stock shall be held and shall vest in Mr. Evans free from any claims of those parties holding Class B stock of the Debtor. The Reorganized Debtor will continue the operations and continue in the same line of business as prior to the commencement of this case. This will include leasing its real property to tenants. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y4ygurkn from PacerMonitor.com at no charge. Attorneys for the Debtor: Steven L. Diller, Esq. Eric R. Neuman, Esq. DILLER & RICE, LLC 124 E. Main Street Van Wert, Ohio 45891 Telephone: (419) 238-5025 Facsimile: (419) 238-4705 About Clyde Evans Land Co. Clyde Evans Land Company Inc. owns and operates commercial real estate properties. The company was incorporated in 1976 and is based in Lima, Ohio. Clyde Evans Land Company Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-33906) on Dec. 18, 2018. In the petition signed by Dave Evans, president, the Debtor estimated assets of $1 million to $10 million in assets and liabilities of the same range. The case is assigned to Judge Mary Ann Whipple. The Debtor is represented by Steven L. Diller, Esq., at Diller and Rice, LLC. COLORADO GROUP 3: Asks Court's Authority to Use Cash Collateral --------------------------------------------------------------- Colorado Group 3 LLC asks the U.S. Bankruptcy Court for the District of Colorado to use cash collateral on an interim basis, plus a 15 percent-per-line-item variance, in order to pay necessary operating expenses, and to pay all amounts owed to the U.S. Trustee. Before the Petition Date, the Debtor is a party to a certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, with Lead Funding II LLC. The Debtor owes an estimated amount of $630,000 on the Loan, which is guaranteed by Colorado Group LLC 1, Proffit Development LLC, Christine Pearson, and Ernest Todd Proffit. Michael Davis, of DLG Law Group LLC, relates that the Debtor's total asset value as of the Petition Date is approximately $921,610. He says the Debtor plans to continue operation of its business throughout its Chapter 11 case, and propose a Plan of Reorganization which provides for the continuation of the Debtor's business. It is only through a Plan, he says, that unsecured creditors will be able to recover their claims. The Debtor asks the Court for an expedited hearing on the request. About Colorado Group 3 Colorado Group 3 LLC operates short term and long term rental on its property at 124 River Bend Way, Glenwood Springs, Colorado. Colorado Group 3 LLC sought Chapter 11 protection (Bankr. D. Colo. Case No. 19-116388) on July 26, 2019, estimating less than $50,000 in assets and liabilities. Michael J. Davis, Esq., of DLG LAW GROUP LLC, represents the Debtor. COLORADO GROUP: Seeks to Use Cash Collateral -------------------------------------------- Colorado Group LLC 1 asks the U.S. Bankruptcy Court for the District of Colorado to use cash collateral on an interim basis, with a 15 percent variance allowed per line item on the budget, in order to pay necessary operating expenses, and all fees owed to the U.S. Trustee. Michael J. Davis of DLG Law Group, LLC, counsel to the Debtor, relates that Debtor’s bankruptcy case was prompted by its inability to pay off their loan with Lead Funding II LLC. A receiver was later appointed for their property in the state court filed for that purpose. The Debtor, he says, plans to ask the Court to require the receiver to turn over the property for the Debtor to be able to continue its operation. The rental income, he adds, is the only source of income for the Debtor that allows it to make loan payments and pay its creditors. The Debtor owes Lead Funding II LLC , pursuant to a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing approximately $1,025,000 plus interest and late fees. The Loan is guaranteed by Colorado Group 3 LLC, Proffit Development LLC, Christine Pearson, and Ernest Todd Proffit. The Debtors propose to provide a replacement lien on all post-petition accounts and cash equivalents to the extent of the diminution in the value of the collateral, as adequate protection for cash collateral use. The Debtors also propose to (a) maintain adequate insurance coverage and insurance against potential loss on all personal property assets; (b) pay all post-petition taxes; and (c) retain in good repair all collateral in which any secured creditor has an interest. In the event that the Debtor be in default in providing adequate protection, the Debtor agrees that use of cash collateral shall cease and properly perfected secured creditors will have the opportunity to obtain further relief from the Court. The Debtor seeks for an expedited hearing on the request. About Colorado Group Colorado Group LLC 1 is into the business of acquiring short term and long terms renters for its property located at 66 Davis Court, Breckenridge, Colorado. The Company sought Chapter 11 protection (Bankr. D. Colo. Case No. 19-16386) on July 26, 2019. As of the filing of this case, the Debtor's assets are valued at up to $50,000 and its liabilities are within the same range. Michael J. Davis, Esq., of DLG LAW GROUP LLC, is the Debtor's counsel. COMMSCOPE HOLDING: S&P Places 'B+' ICR on CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings placed all of its ratings on telecommunications equipment and components provider CommScope Holding Co Inc., including its 'B+' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement follows CommScope's lower-than-expected guidance for the third quarter, including that its EBITDA will decline to the $310 million-$370 million range (prior S&P Global forecast for about $400 million) due to weak cable operator spending. If this trend continues, it will make it increasingly unlikely that the company will reduce its leverage to the mid-5x area in 2020 as S&P forecasts, which it considers important for the current rating. S&P will resolve the CreditWatch negative listing following its review of CommScope's business outlook with management, which it expects will likely occur in the next week or two. Any downgrade would likely be limited to one notch. DEFLORA LAKE: Seeks to Hire McGrath & Company as Appraiser ---------------------------------------------------------- DeFlora Lake Development Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ McGrath & Company, Inc., as appraiser to the Debtor. DeFlora Lake requires McGrath & Company to appraise the Debtor's property known as 78 Kipp Road, Hyde Park, New York. McGrath & Company will be paid at the hourly rate of $200. McGrath & Company will also be reimbursed for reasonable out-of-pocket expenses incurred. Al DeKrey, partner of McGrath & Company, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McGrath & Company can be reached at: Al DeKrey MCGRATH & COMPANY, INC. 20 Corporate Park Drive, Suite 2B Hopewell Junction, NY 12533 Tel: (845) 896-5333 Fax: (845) 896-5340 About DeFlora Lake Development Associates DeFlora Lake Development Associates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-35318) on March 2, 2017, disclosing less than $1 million in both assets and liabilities. Judge Cecelia G. Morris oversees the case. Elizabeth A. Haas, Esq., is the Debtor's counsel. DESTINY PETROLEUM: Sept. 17 Plan Confirmation Hearing ----------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Destiny Petroleum LLC is conditionally approved. The consolidated hearing to consider final approval of the Disclosure Statement and confirmation of the Plan will be held in the Ninth Floor Courtroom, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma, on September 17, 2019, at 9:30 a.m., prevailing Central Time. Responses and objections to final approval of the Disclosure Statement or confirmation of the Plan must be filed and served no later than September 3, 2019. Class 2: Unsecured Claims are impaired. Allowed Class 2 Claims, each holder thereof shall receive the full amount of the Allowed Class 2 Claim paid over nineteen (19) quarterly payments, the first to occur three (3) months after the Effective Date and the last to occur by July 1, 2025, including post-Effective Date interest at a rate of 5.0% per annum Class 1: Secured Mineral Lien Claims are impaired. Allowed Class 1 Claim, each holder thereof shall receive the full amount of the Allowed Class 1 Claim paid over nineteen (19) quarterly payments, the first to occur within three (3) months after the Effective Date and the last to occur by July 1, 2025, including post-Effective Date interest at a rate of 5.0% per annum. Class 4: Unsecured Claim of Post Oak Energy Capital are impaired. Class 4 Claim, Post Oak Energy Capital will retain its rights under the Participation Agreement effective as of March 5, 2018 entered into between Post Oak Energy Capital and the Debtor, among others, except that Post Oak Energy Capital shall not have the right to require the Debtor to sell assets or liquidate pursuant to Section 7.8 of the Participation Agreement on account of Post Oak Energy Capital not having received all of its applicable Payout Amount (as defined in the Participation Agreement) by June 30, 2019. Class 5: Interests are impaired. The Debtor shall not make any distributions on account of Interests in the Debtor until the Debtor has sufficient funds to pay all Allowed Claims of all non-Insider Claimants holding Allowed Claims in full, except that if the Debtor is taxed as a "pass-through" entity, the Debtor may make distributions to the holders of the Interests in an amount equal to the state and federal income taxes of the holders of its Interests attributable to the income of the Debtor. The Debtor's Cash on hand as of the Effective Date and proceeds generated from ongoing operations shall be used as the primary source to (i) fund the payment of expenses and other costs of operation; and (ii) fund distributions and other payments required under the Plan. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y6kquuqf from PacerMonitor.com at no charge. Attorney for the Debtor: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C. Corporate Tower, Thirteenth Floor 101 North Robinson Avenue Oklahoma City, Oklahoma 73102 Tel: 405.235.4100 Fax: 405.235.4133 About Destiny Petroleum Destiny Petroleum -- https://destinypetro.com/ -- is an independent oil and gas exploration and development company headquartered in Edmond, Oklahoma, and operating in Mississippi Lime sweet spots across Southern Kansas and Northern Oklahoma. Established and founded in 2015, Destiny Petroleum was incorporated and began land acquisition, technical subsurface studies and field development activities in early 2016. Destiny Petroleum LLC, based in Oklahoma City, OK, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 19-10412) on Feb. 6, 2019. In the petition signed by CEO Emad Elrafie, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Sarah A. Hall oversees the case. Clayton D. Ketter, Esq., at Phillips Murrah P.C., serves as bankruptcy counsel to the Debtor. DFW WINGS: Case Summary & 14 Unsecured Creditors ------------------------------------------------ Debtor: DFW Wings, Inc. dba Buffalo Wings & Rings 2150 E. Lamar Blvd, Ste 110 Arlington, TX 76006 Business Description: DFW Wings, Inc. owns and operates a chicken wings restaurant in Arlington, Texas. Chapter 11 Petition Date: August 7, 2019 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 19-43264 Judge: Hon. Edward L. Morris Debtor's Counsel: Behrooz P. Vida, Esq. THE VIDA LAW FIRM, PLLC 3000 Central Drive Bedford, TX 76021 Tel: (817) 358-9977 Fax: (817) 358-9988 Email: filings@vidalawfirm.com Total Assets: $175,675 Total Liabilities: $1,706,732 The petition was signed by William Melton, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-43264.pdf DORIAN LPG: Posts $6.07 Million Net Income in June 30 Quarter ------------------------------------------------------------- Dorian LPG Ltd. filed with the Securities and Exchange Commission on Aug. 7, 2019, its quarterly report on Form 10-Q reporting net income of $6.07 million on $61.16 million of total revenues for the three months ended June 30, 2019, compared to a net loss of $20.59 million on $27.64 million of total revenues for the three months ended June 30, 2018. As of June 30, 2019, the Company had $1.61 billion in total assets, $700.02 million in total liabilities, and $919.07 million in total shareholders' equity. On Aug. 5, 2019, the Company's Board of Directors authorized the repurchase of up to $50 million of the Company's common stock through the period ended Dec. 31, 2020. John C. Hadjipateras, chairman, president and chief executive officer of the Company, commented, "Our EBITDA is up over sevenfold from last year's quarter, and our realized TCE nearly doubled compared to the same time period last year. Since the majority of the voyages booked during the quarter are typically performed in the following quarter, we expect the current quarter's results to show an even greater improvement, assuming no significant market change during the quarter. On the back of the strong market, our board authorized a $50 million stock repurchase program, underscoring our commitment to a sensible capital allocation program. We believe that positive market fundamentals and the continued success of our people to contain costs and optimize operating efficiencies will enable us to generate good returns to our shareholders." Charter hire expenses for the vessel that the Company charters in from a third party were $2.1 million for the three months ended June 30, 2019. No such costs were incurred during the three months ended June 30, 2018. Vessel operating expenses were $16.1 million during the three months ended June 30, 2019, or $8,052 per vessel per calendar day, which is calculated by dividing vessel operating expenses by calendar days for the relevant time-period for the vessels that were in its fleet. This was a decrease of $0.6 million, or 3.4%, from $16.7 million for the three months ended June 30, 2018. Vessel operating expenses per vessel per calendar day decreased by $282 from $8,334 for the three months ended June 30, 2018 to $8,052 for the three months ended June 30, 2019. The decrease in vessel operating expenses for the three months ended June 30, 2019, when compared with the three months ended June 30, 2018, was primarily the result of a $0.5 million, or $255 per vessel per calendar day, decrease in repairs and maintenance costs. General and administrative expenses were $6.7 million for the three months ended June 30, 2019, a decrease of $1.2 million, or 15.0%, from $7.9 million for the three months ended June 30, 2018. The decrease was due to reductions of $0.8 million in cash bonuses to certain employees, $0.3 million in stock-based compensation, and $0.1 million in other general and administrative expenses. The reduction in cash bonuses to certain employees was due to a shift in the timing of approvals during the three months ended June 30, 2019 compared to the prior year period. In 2018, BW LPG Limited and its affiliates made an unsolicited proposal to acquire all of the Company's outstanding common stock and, along with its affiliates, commenced a proxy contest to replace three members of the Company's board of directors with nominees proposed by BW. BW's unsolicited proposal and proxy contest were subsequently withdrawn on Oct. 8, 2018. Professional (including investment banking fees) and legal fees related to the BW Proposal were $0.5 million for the three months ended June 30, 2018. No such costs were incurred during the three months ended June 30, 2019. Interest and finance costs amounted to $9.7 million for the three months ended June 30, 2019, a decrease of $0.7 million, or 6.5%, from $10.4 million for the three months ended June 30, 2018. The decrease of $0.7 million during this period was due to a decrease of $0.6 million in interest incurred on the Company's long-term debt, primarily resulting from a decrease in average indebtedness, and a reduction of $0.1 million in amortization of deferred financing fees. Average indebtedness, excluding deferred financing fees, decreased from $768.8 million for the three months ended June 30, 2018 to $707.9 million for the three months ended June 30, 2019. As of June 30, 2019, the outstanding balance of the Company's long-term debt, net of deferred financing fees of $13.3 million, was $680.8 million. Unrealized loss on derivatives was approximately $6.1 million for the three months ended June 30, 2019, compared to an unrealized gain of $1.7 million for the three months ended June 30, 2018. The unfavorable $7.8 million change is attributable to changes in the fair value of the Company's interest rate swaps caused by changes in forward LIBOR yield curves and reductions in notional amounts. Realized gain on derivatives was approximately $1.0 million for the three months ended June 30, 2019, compared to $0.8 million for the three months ended June 30, 2018. The favorable $0.2 million change is attributable to increases in floating LIBOR resulting in realized gains on interest rate swaps related to the $758 million debt financing facility that the Company entered into in March 2015 (as amended) with a group of banks and financial institutions. Market Outlook & Update For the second calendar quarter of 2019, the Baltic Index averaged $62 per metric ton, compared to an average of $30 per metric ton in the first calendar quarter. The Baltic VLGC Index began the quarter at $41 per metric ton, increasing to $78 per metric ton at quarter end. For the third calendar quarter of 2019 to date, the Baltic Index has averaged $75 per metric ton. Year-to-date through July, U.S. LPG exports have grown year-over-year by 22% to 22.5 million tons and Middle East exports have grown on the same basis 3.5% to 22.6 million tons. For the first time, U.S. and Middle East volumes were equal. The Company's expectation is that the U.S. exports will grow faster than those from the Middle East. U.S. propane inventories continue to push towards the higher-end of their 5-year range, having reached 80 million barrels on July 26th, 21.4% higher than last year, which was almost equal to the percentage increase in exports. North American export capacity continues to expand, further supporting global LPG trade. Altagas' new Ridley Island terminal on the west coast of Canada is now exporting two cargoes per month, while Enterprise expects its LPG Marine Terminal expansion to be ready by the end of September 2019 followed by an even more substantial expansion by the third calendar quarter of 2020. Targa Resources announced an expansion project of 200 million barrels per day by next year, while Energy Transfer Partners announced scheduling changes for this summer to facilitate vessel loadings and increased refrigeration capacity for their Nederland terminal by September 2020. Sunoco's Marcus Hook terminal has maintained a strong loading schedule, exporting 9 VLGC cargoes in April, 10 in May, and 9 in June. In April 2019, European and Asian benchmark propane prices climbed, while Mont Belvieu prices fell. Throughout the quarter, prices continued to fall in all three major regions, dropping below 50% of Brent in Northwestern Europe and the Far East. Despite a fall in crude prices and naphtha, propane remained a key feedstock for the petrochemical industry in the West as the propane-naphtha spread averaged around $130 per metric ton over the quarter. In China, several new PDH plants are anticipated to start up in the second half of 2019 with potential LPG demand of 700,000 tons per annum per facility. In South Korea several steam crackers were down for maintenance at the beginning of the second calendar quarter of 2019, limiting import demand. However, with several cracker expansions, propane consumption in Korean steam crackers is similarly expected to rise in the latter half of the year. With ballast water treatment regulations coming into effect this September and the IMO 2020 regulations at the beginning of 2020, the global fleet will be evolving with major equipment retrofitting. The global fleet currently contains 35 VLGCs that are 20 years of age or older, with a similar number of vessels in the orderbook. Given the significant investments required for compliance, the Company believes that owners of older tonnage may not find the investment proposition attractive and thus may consider scrapping. With a stable orderbook of approximately 12% of the global fleet, the Company believes that the market should remain relatively balanced. Seasonality Liquefied gases are primarily used for industrial and domestic heating, as a chemical and refinery feedstock, as a transportation fuel and in agriculture. The LPG shipping market historically has been stronger in the spring and summer months in anticipation of increased consumption of propane and butane for heating during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and the supply of certain commodities. Demand for the Company's vessels therefore may be stronger in the quarters ending June 30 and September 30 and relatively weaker during the quarters ending December 31 and March 31, although 12-month time charter rates tend to smooth these short-term fluctuations and recent LPG shipping market activity has not yielded the expected seasonal results. To the extent any of the Company's time charters expire during the typically weaker fiscal quarters ending December 31 and March 31, it may not be possible to re-charter its vessels at similar rates. As a result, the Company may have to accept lower rates or experience off-hire time for its vessels, which may adversely impact its business, financial condition and operating results. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Tw7S6S About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-three modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Dorian LPG reported a net loss of $50.94 million the year ended March 31, 2019, a net loss of $20.40 million for the year ended March 31, 2018, and a net loss of $1.44 million for the year ended March 31, 2017. As of March 31, 2019, Dorian LPG had $1.62 billion in total assets, $712.68 million in total liabilities, and $912.68 million in total shareholders' equity. DORIAN LPG: Registers $500 Million Worth of Securities ------------------------------------------------------ Dorian LPG Ltd. filed a Form S-3 registration statement with the Securities and Exchange Commission in connection with the periodic offering of common shares, preferred shares, debt securities, warrants, purchase contracts, rights, and units. The aggregate offering price of all securities issued under the prospectus may not exceed $500,000,000. The securities issued under the prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to the prospectus. The prices and other terms of the securities that the Company will offer will be determined at the time of their offering and will be described in a supplement to the prospectus. The Company's common shares are listed on the New York Stock Exchange under the symbol "LPG." A full-text copy of the Form S-3 is available for free at: https://is.gd/eZuU2H About Dorian LPG Stamford, Connecticut-based Dorian LPG Ltd. -- http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping company and an owner and operator of modern very large gas carriers. Dorian LPG's fleet currently consists of twenty-three modern VLGCs. Dorian LPG has offices in Stamford, Connecticut, USA; London, United Kingdom; Copenhagen, Denmark; and Athens, Greece. Dorian LPG reported a net loss of $50.94 million the year ended March 31, 2019, a net loss of $20.40 million for the year ended March 31, 2018, and a net loss of $1.44 million for the year ended March 31, 2017. As of June 30, 2019, the Company had $1.61 billion in total assets, $700.25 million in total liabilities, and $919.07 million in total shareholders' equity. DXI ENERGY: Has CAD581,000 Comprehensive Loss for June 30 Quarter ----------------------------------------------------------------- DXI Energy Inc. filed its Form 6-K, disclosing a comprehensive loss of CAD581,000 on CAD265,000 of total revenues (net of royalties) for the three months ended June 30, 2019, compared to a comprehensive loss of CAD792,000 on CAD424,000 of total revenues (net of royalties) for the same period in 2018. At June 30, 2019, the Company had total assets of CAD4,926,000, total liabilities of CAD8,767,000, and CAD3,841,000 in total shareholders' deficit. The Company's ability to continue as a going concern is dependent upon attaining profitable operations and sourcing additional equity and debt capital from financiers, other than the present non-arm's length lenders to the Company, to provide the Company with sufficient capital to meet capital expenditure commitments and continue exploration and development activities. The present non-arm's length lenders to the Company have informed the Company they will not provide any significant additional capital to the Company. There is no assurance that future financing and exploration and development activities will be successful. These material uncertainties cast substantial doubt upon the Company's ability to continue as a going concern. A copy of the Form 6-K is available at: https://is.gd/8YG70c DXI Energy Inc. operates as an upstream oil and gas exploration and production company. The Company acquires and develops energy resources. DXI Energy manages properties in Colorado's Piceance Basin and the Peace River Arch region in British Columbia. EAGLE CORP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Eagle Corp. LLC fdba Hill Country Brooklyn, LLC dba Hill Country Food Park 1123 Broadway, Suite 507 New York, NY 10010 Business Description: Eagle Corp. LLC owns and operates a food hall known as Hill Country Food Park. The Food Park has different stalls, including a coffee stand serving doughnuts and ice cream; a Tex-Mex taco stand; a salad and sandwich shop; and a pizza stall. Chapter 11 Petition Date: August 8, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Case No.: 19-12565 Judge: Hon. James L. Garrity Jr. Debtor's Bankruptcy Counsel: Brett S. Moore, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 156 West 56th Street, Suite 803 New York, NY 10019-3800 Tel: (212) 265-6888 E-mail: bsmoore@pbnlaw.com Total Assets: $1,647,463 Total Liabilities: $3,326,864 The petition was signed by Marc Glosserman, CEO and managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb19-12565.pdf EMERGE ENERGY: Hires Houlihan Lokey as Investment Banker -------------------------------------------------------- Emerge Energy Services LP, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Texas to employ Houlihan Lokey Capital, Inc., as financial advisor and investment banker to the Debtors. Emerge Energy requires Houlihan Lokey to: a. assist the Debtors in the development and distribution of selected information, documents and other materials, including, if appropriate, advise the Debtors in the preparation of a financing offering memorandum; b. assist the Debtors in evaluating indications of interest and proposals regarding any transaction from current and potential lenders, equity investors, and strategic partners; c. assist the Debtors with the negotiation of any transactions, including participating in negotiations with creditors and other parties involved in any transactions; d. provide expert advice and testimony regarding financial matters related to any transactions, if necessary; e. attend meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties; f. assist the Debtors in acquiring and negotiating debtor-in- possession financing; and g. provide such other financial advisory and investment banking services as may be required by the Debtors. Houlihan Lokey will be paid as follows: (a) Monthly Fee. The Debtors shall pay Houlihan Lokey a cash fee of $125,000 (the "Monthly Fee"), commencing in January 2019. Beginning with the sixth Monthly Fee, 50% of the Monthly Fees paid or previously paid on a timely basis to Houlihan Lokey shall be credited against any Restructuring Transaction Fee to which Houlihan Lokey becomes entitled except that, in no event, shall such Restructuring Transaction Fee be reduced below zero. For the avoidance of doubt, the first through the fifth Monthly Fees shall not be credited against any Transaction Fee. (b) Restructuring Transaction Fee. Upon the earlier to occur of: (i) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction; and (ii) in the case of an in-court Restructuring Transaction, 5 the date of confirmation of a plan of reorganization or liquidation under chapter 11 or chapter 7 of the Bankruptcy Code pursuant to an order of the Court, Houlihan Lokey shall earn, and the Debtors shall promptly pay to Houlihan Lokey, a cash fee (the "Restructuring Transaction Fee") of $2,500,000. (c) Amendment Transaction Fee. Upon the first closing of an Amendment Transaction 7 that does not otherwise constitute a Restructuring Transaction, Houlihan Lokey shall earn, and the Debtors shall promptly pay to Houlihan Lokey, a cash fee (the "Amendment Transaction Fee") of $1,000,000. One-hundred percent (100%) of any Amendment Transaction Fee previously paid on a timely basis to Houlihan Lokey shall be credited against any Restructuring Transaction Fee to which Houlihan Lokey becomes entitled under the Houlihan Engagement. Houlihan Lokey shall be paid only one Amendment Transaction Fee during the term of this Agreement, unless otherwise agreed to in writing by the Debtors. (d) Financing Transaction Fee. Upon the closing of each Financing Transaction, 8 Houlihan Lokey shall earn, and the Debtors shall thereupon pay immediately and directly from the gross proceeds of such Financing Transaction, as a cost of such Financing Transaction, a cash fee (the "Financing Transaction Fee") equal to the sum of: (i) 0.75% of the aggregate principal amount of all amounts raised, placed, or committed in any Financing Transaction through a new revolving credit facility; (ii) 2.0% of the aggregate principal amount of any other new non-common equity Securities raised, placed or committed in any Financing Transaction; and (iii) 4.0% of the gross proceeds of all common equity Securities placed or committed; provided, in the case of (iii), that Houlihan Lokey is a co-agent, seller, or otherwise provides investment banking and advisory services directly related to the common equity Financing Transaction. If the proceeds of any such Financing Transaction are to be funded in more than one stage, Houlihan Lokey shall be entitled to its applicable compensation hereunder upon the closing date of each stage. The Financing Transaction Fees shall be payable in respect of any sale of securities whether such sale has been arranged by Houlihan Lokey, by another agent (or other issuer of the Securities in such Financing Transaction), or directly by the Debtors. Any non-cash consideration provided to or received in connection with the Financing Transaction shall be valued for purposes of calculating the Financing Transaction Fee as equaling the number of Securities issued in exchange for such consideration multiplied by, in the case of debt securities, the face value of each such Security or, in the case of equity securities, the price per Security paid in the then current round of financing. The Financing Transaction Fee shall be in addition to any other fees that the Debtors may be required to pay to any investor or other purchaser of Securities to secure its financing commitment. Pre-petition the Debtors paid Houlihan Lokey a nonrefundable fee of $125,000, as well as an Initial Fee of $125,000 in December 2018 and Monthly Fees of $125,000 in respect of services provided in each of January through June 2019. Houlihan Lokey will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Dunayer, managing partner of Houlihan Lokey Capital, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Houlihan Lokey can be reached at: Adam Dunayer HOULIHAN LOKEY CAPITAL, INC. 100 Crescent Court, Suite 900 Dallas, TX 75201 Tel: (214) 220-8470 About Emerge Energy Services Emerge Energy Services LP -- http://www.emergelp.com/-- is engaged in the mining, processing and distributing silica sand, a key input for the hydraulic fracturing of oil and gas wells. The Debtors conduct their mining and processing operations from facilities located in Wisconsin and Texas. In addition to mining and processing silica sand primarily for use in the oil and gas industry, the Debtors also, to a lesser degree, sell their sand for use in building products and foundry operations. Emerge Energy was formed in 2012 by management and affiliates of Insight Equity Management Company LLC and its affiliated investment funds. Emerge Energy Services and its affiliates protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11563) on July 15, 2019. As of Sept. 30, 2018, the Debtors had total assets of $329,385,000 and total liabilities of $266,077,000. The Debtors tapped Richards, Layton & Finger, P.A. and Latham & Watkins LLP as bankruptcy counsel; Houlihan Lokey Capital Inc. as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent and administrative advisor. The Debtors also hired Ankura Consulting Group LLC to provide interim management services. EMPRESAS CARRION: Oct. 2 Hearing on Disclosure Statement -------------------------------------------------------- A hearing on approval of disclosure statement explaining the Chapter 11 Plan of Empresas Carrion Allende, Inc., is scheduled for October 2, 2019, at 9:00 AM, to consider and rule upon the adequacy of the disclosure statement. Objections to the form and content of the disclosure statement must filed and served not less than fourteen (14) days prior to the hearing. About Empresas Carrion Allende Empresas Carrion Allende, Inc., operates a grocery store in Arecibo, Puerto, Rico. Empresas Carrion Allende filed its petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-07111) on Dec. 6, 2018. In the petition was signed by Sandra I. Carrion Montalvo, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The case is assigned to the Hon. Mildred Caban Flores. Francisco J. Ramos Gonzalez, Esq., at Francisco J. Ramos & Asociados CSP, led by Francisco J. Ramos Gonzalez, is the Debtor's counsel. ENTERPRISE INSURANCE: Unsecureds to Get 100% at 3.5% Over 5 Years ----------------------------------------------------------------- Enterprise Insurance Agency, Inc., filed a Chapter 11 plan and accompanying disclosure statement proposing that Allowed Unsecured Claims, classified in Class 2, will be paid in full through monthly payments beginning on the Effective Date of the Plan and continuing for a period of five years. Allowed unsecured claims will be paid with interest at the rate of 3.5% per annum. Class 1 - Priority Claim of the IRS. The IRS filed a claim; however, the Debtor believes it is an estimated claim filed because the IRS mistakenly believed the Debtor had its own employees during the reporting period contained within the IR'’s Proof of Claim. At the time, however, Debtor's employees were leased, so no employee-related taxes were owed. The Debtor will be providing its employee leasing agreement to the IRS and expects the IRS claim to be withdrawn in its entirety. To the extent the IRS claim is not withdrawn, it will be paid in full over five (5) years from the Effective Date of the Plan. Class 3 - Equity Interests in the Debtor Under the Plan, Clyde F. Watson, Jr., will retain his one hundred percent (100%) equity interest in the Debtor. All payments due under this Plan will be funded from Debtor's operations. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y3dg75gt from PacerMonitor.com at no charge. Counsel for the Debtor: L. William Porter III LAW OFFICE OF L. WILLIAM PORTER III, P.A. dba THE BILL PORTER LAW FIRM 2014 Edgewater Dr. #119 Orlando, Florida 32804 About Enterprise Insurance Agency Inc. Enterprise Insurance Agency, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-00811) on February 6, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Cynthia C. Jackson. The Debtor tapped the Law Offices of L. William Porter III, P.A. as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Enterprise Insurance Agency, Inc. as of March 18, according to a court docket. FC BACKGROUND: Taps Clifford K. Nkeyasen as Special Counsel ----------------------------------------------------------- FC Background, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Clifford K. Nkeyasen, PLLC as special counsel. The firm will represent the Debtor in a case styled FC Background, LLC vs. First Mercury Insurance Company, and El Dorado Insurance Agency (Cause No. DC-18-05257) filed in the 95th District Court of Dallas County, Texas. The case was filed to resolve the Debtor's insurance coverage and notice disputes with the insurance companies. Trial is set for Oct. 21, 2019. The Debtor has agreed to employ Nkeyasen on a hybrid contingent basis, which includes two flat fee payments depending on the circumstances that develop in the case. The firm will provide representation for a 33% contingency fee. As part of this hybrid contingent fee arrangement, the Debtor has advanced $15,000 to Nkeyasen to cover the firm's initial investigation, damage assessment, document requests, and other preliminary items. In the event the case is not resolved before the pre-trial conference, the Debtor will advance $45,000 to Nkeyasen for trial and any appeals thereafter. The Debtor is unaware of any interest Nkeyasen holds that would be adverse to its role as special litigation counsel, according to court filings. Nkeyasen can be reached through: Clifford K. Nkeyasen, Esq. Clifford K. Nkeyasen, PLLC The Adelfa B. Callejo Building 4310 N. Central Expy., Suite 103 Dallas, TX 75206 Phone: 469-249-9271 Fax: 469-249-9113 Email: clifford@coveragedenied.com About FC Background FC Background, LLC -- http://www.fc-cs.com/-- is a services provider conducting worker screening, badging, tracking and access control programs on construction projects such as light rail, sports arenas, airports, hospitals, K-12 schools, colleges, universities and miscellaneous industrial construction. FC Background filed a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-32037) on June 19, 2019. In the petition signed by CEO Ira D. Walker, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Stacey G. Jernigan. Dykema Gossett PLLC, led by Mark Edward Andrews, is the Debtor's counsel. FC BACKGROUND: Taps Still Burton to Prepare 2018 Tax Return ----------------------------------------------------------- FC Background, LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Still Burton to prepare its 2018 tax return. The professional fee for the services is estimated to be $2,650. Still Burton is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Brett Burton Partner Still Burton LLP 13465 Midway Road, Suite 475 Farmers Branch, TX 75244 Phone: 469-701-1710 Fax: 972-692-7795 Email: bburton@stillburton.com About FC Background FC Background, LLC -- http://www.fc-cs.com/-- is a services provider conducting worker screening, badging, tracking and access control programs on construction projects such as light rail, sports arenas, airports, hospitals, K-12 schools, colleges, universities and miscellaneous industrial construction. FC Background filed a voluntary petition for relief under Chapter 11 of Title 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-32037) on June 19, 2019. In the petition signed by CEO Ira D. Walker, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Stacey G. Jernigan. Dykema Gossett PLLC, led by Mark Edward Andrews, is the Debtor's counsel. FIVE STAR: Posts $4.2 Million Net Income in Second Quarter ---------------------------------------------------------- Five Star Senior Living Inc. filed with the Securities and Exchange Commission on Aug. 7, 2019, its quarterly report on Form 10-Q reporting net income of $4.18 million on $355.73 million of total revenues for the three months ended June 30, 2019, compared to a net loss of $20.89 million on $343.09 million of total revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $29.03 million on $711.26 million of total revenues compared to a net loss of $28.84 million on $688.61 million of total revenues for the same period last year. As of June 30, 2019, the Company had $1.25 billion in total assets, $270.09 million in total current liabilities, $870.18 million in total long-term liabilities, and $109.74 million in total shareholders' equity. As of June 30, 2019, the Company had $35.5 million of unrestricted cash and cash equivalents, $62.5 million available for borrowing under its credit facility and $25.0 million available for borrowing under the SNH credit facility. The amount of available borrowings under the Company's credit facility is subject to its having qualified collateral, which is primarily based on the value of the assets securing the Company's obligations under its credit facility. Accordingly, the availability of borrowings under the Company's credit facility at any time may be less than $65 million. "We are excited to report substantial progress during the quarter, our first profitable period since the second quarter of 2013," stated Katie Potter, president and chief executive officer of Five Star Senior Living Inc. "Notably, we are very pleased that there no longer exists a substantial doubt about our continuing as a going concern. Additionally, we are pleased that we generated Adjusted EBITDA of $8.6 million this quarter and occupancy at owned and leased communities has increased, or remained flat, for the last five consecutive quarters, increasing 160 basis points this quarter compared to last year. We remain on track regarding the restructuring of our business arrangements with Senior Housing Properties Trust and we made significant strides regarding this effort during the quarter, including receiving stockholder approval to move forward with the restructuring and closing on our new $65.0 million secured revolving credit facility." Financial Results for the quarter ended June 30, 2019: * Senior living revenue for the second quarter of 2019 increased 1.3% to $274.5 million from $270.9 million for the same period in 2018, primarily due to increases in occupancy and average monthly rates for residents who pay privately for services, as well as increases in revenues attributable to ancillary services, such as rehabilitation and wellness services. These increases were partially offset by Five Star's sales during the first half of 2018 of four senior living communities to Senior Housing Properties Trust (Nasdaq: SNH), which communities Five Star now manages for SNH's account, as well as a skilled nursing facility, or SNF, to a third party, and the sale during the second quarter of 2019 of three SNFs to a third party. Management fee revenue for the second quarter of 2019 increased 6.5% to $4.0 million from $3.8 million for the same period in 2018, primarily due to an increase in the number of managed communities to 77 from 75 for the same period in 2018. * Net income for the second quarter of 2019 included $1.1 million, or $0.02 per share, of costs related to the transaction agreement Five Star entered into with SNH on April 1, 2019, or the Transaction Agreement, and $0.4 million, or $0.01 per diluted share, of net severance costs incurred during the second quarter of 2019 related to payments owed to a former Five Star executive officer. Net loss for the second quarter of 2018 included a gain on sale of senior living communities of $1.5 million, or $0.03 per share, primarily due to Five Star's sale in June 2018 of two senior living communities to SNH, which communities Five Star now manages for SNH's account. Net income for the second quarter of 2019 increased approximately $25.0 million primarily due to a decrease in rent expense of $18.9 million attributable to the reduction in the Company's minimum monthly rent payable to SNH pursuant to the Transaction Agreement. * Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the second quarter of 2019 was $6.9 million compared to $(11.3) million for the same period in 2018. EBITDA excluding certain items, or Adjusted EBITDA, for the second quarter of 2019 was $8.6 million compared to $(12.2) million for the same period in 2018. Operating Results for the quarter ended June 30, 2019: * Occupancy at owned and leased senior living communities for the second quarter of 2019 increased 160 basis points to 83.0% compared to 81.4% for the same period in 2018. * Average monthly rates at owned and leased senior living communities for the second quarter of 2019 increased 0.8% to $4,745 from $4,709 for the same period in 2018. * The percentage of revenue derived from residents' private resources at owned and leased senior living communities for the second quarter of 2019 was 79.1% compared to 78.0% for the same period in 2018. Financial Results for the six months ended June 30, 2019: * Senior living revenue for the six months ended June 30, 2019 increased 1.1% to $551.4 million from $545.4 million for the same period in 2018, primarily due to increases in occupancy and average monthly rates for residents who pay privately for services, as well as increases in revenues attributable to ancillary services, such as rehabilitation and wellness services. These increases were partially offset by Five Star's sales during the first half of 2018 of four senior living communities to SNH, which communities Five Star now manages for SNH's account, as well as a SNF to a third party, and the sale during the second quarter of 2019 of three SNFs to a third party. Management fee revenue for the six months ended June 30, 2019 increased 8.2% to $8.0 million from $7.4 million for the same period in 2018, primarily due to an increase in the number of managed communities to 77 from 75 for the same period in 2018. * Net loss for the six months ended June 30, 2019 included $8.8 million, or $0.18 per share, of costs related to the Transaction Agreement, $3.3 million, or $0.07 per share, related to long lived impairment charges recorded by Five Star to reduce the carrying value of certain long lived assets to their estimated fair values and $0.4 million, or $0.01 per share, of net severance costs incurred during the second quarter of 2019 related to payments owed to a former Five Star executive officer. Net loss for the six months ended June 30, 2018 included a gain on sale of senior living communities of $7.2 million, or $0.14 per share, primarily due to Five Star's sale during the first half of 2018 of four senior living communities to SNH, which communities Five Star now manages for SNH's account. * EBITDA for the six months ended June 30, 2019 was $(15.9) million compared to $(9.5) million for the same period in 2018. Adjusted EBITDA was $(3.3) million for the six months ended June 30, 2019 and $(15.9) million for the same period 2018. Restructuring of Business Arrangements with SNH: As previously disclosed, in April 2019, Five Star entered into the Transaction Agreement with SNH, pursuant to which Five Star and SNH agreed to restructure their existing business arrangements, subject to certain conditions and the receipt of various approvals. * Effective Jan. 1, 2020 (or Jan. 1, 2021 if extended under the Transaction Agreement), or the Conversion Time, Five Star's existing five master leases with SNH for SNH's senior living communities leased to Five Star, as well as Five Star's existing management agreements and pooling agreements with SNH for SNH's senior living communities managed by Five Star for SNH's account, will be terminated and replaced with new management agreements between Five Star and SNH for all of these senior living communities. * At the Conversion Time, Five Star will issue to SNH such number of Five Star common shares as is necessary to cause SNH to own, when considered together with Five Star common shares then owned by SNH, approximately 34% of Five Star's then outstanding common shares, and SNH will declare a pro rata distribution to the holders of its common shares of beneficial interest of the right to receive, and Five Star will issue on a pro rata basis to such holders, a number of Five Star common shares which equals approximately 51% of Five Star's then outstanding common shares, or, together, the Share Issuances; the noted percentage ownership amounts are post-issuance, giving effect to the Share Issuances. On June 11, 2019, Five Star's stockholders approved the Share Issuances in satisfaction of one of the conditions to the restructuring of Five Star's business arrangements with SNH. * At the Conversion Time, as consideration for the Share Issuances, SNH will provide to Five Star $75.0 million of additional consideration. * Commencing Feb. 1, 2019 through Dec. 31, 2019, the aggregate amount of monthly minimum rent payable to SNH by Five Star under Five Star's master leases with SNH is $11.0 million, subject to adjustment and extension, and no additional rent is payable to SNH by Five Star from such date to the Conversion Time. * On April 1, 2019, SNH purchased from Five Star approximately $50.0 million of unencumbered fixed assets and improvements related to SNH's senior living communities leased to and operated by Five Star, which amount was subsequently reduced to $49.2 million. * In connection with the Transaction Agreement, Five Star entered into a credit agreement with SNH pursuant to which SNH extended to Five Star a $25.0 million line of credit, which is secured by six senior living communities owned by Five Star. This line of credit matures at the Conversion Time, and there are currently no amounts outstanding under this line of credit. Financing Activities: In June 2019, Five Star entered into a new $65.0 million secured revolving credit facility, which replaced its previously existing secured revolving credit facility. At the time it entered into the new credit facility, Five Star had borrowings of approximately $51.5 million outstanding under its previous credit facility, which amount remained outstanding under the new credit facility until Five Star fully repaid that amount later in June 2019. The new credit facility matures in June 2021, and, subject to Five Star's payment of extension fees and meeting other conditions, Five Star has the option to extend the stated maturity date of the new credit facility for a one year period. Five Star is required to pay interest at an annual rate of LIBOR plus 250 basis points per annum, or at a base rate, as defined in the agreement governing the credit facility, plus 150 basis points per annum, on borrowings under the new credit facility. Other terms of the new credit facility are substantially similar to those of Five Star's previously existing credit facility. Other: * In April 2019, Five Star and SNH entered into an agreement to sell to a third party two SNFs located in Wisconsin that SNH owns and leases to Five Star. Following completion of these sales, Five Star is not expected to operate those facilities. * Also in April 2019, Five Star began managing for SNH's account a senior living community located in Oregon with 318 living units pursuant to a management agreement with SNH on terms substantially similar to those of existing management agreements between Five Star and SNH. * In May 2019, Five Star and SNH sold to a third party three SNFs located in California that SNH owned and leased to Five Star, and Five Star no longer operates those facilities. * Also in May 2019, Five Star and SNH entered into an agreement to sell to a third party 15 SNFs located in Iowa, Nebraska and Kansas that SNH owns and leases to Five Star. Following completion of these sales, Five Star is not expected to operate those facilities. * On June 12, 2019, Five Star announced its intention to effect a 1:10 reverse stock split of its issued and outstanding shares of common stock on or before Sept. 30, 2019. Five Star expects that, as a result of the reverse stock split, Five Star will regain compliance with Nasdaq listing standards. * On Aug. 6, 2019, Five Star announced the appointment of Margaret Wigglesworth as senior vice president and chief operating officer. Ms. Wigglesworth will lead Five Star's operations and direct various aspects of its administrative functions. Ms. Wigglesworth joins Five Star with extensive management experience spanning nearly three decades, including previously held leadership roles at the International Council of Shopping Centers, Cresa and Colliers International Group Inc. A full-text copy of the Form 10-Q is available for free at: https://is.gd/x0Ho4L About Five Star Senior Headquartered in Newton, Massachusetts, Five Star Senior Living Inc. -- http://www.fivestarseniorliving.com/-- is a senior living and healthcare services company. As of June 30, 2019, Five Star operated 282 senior living communities with 31,996 living units located in 33 states, including 205 communities (21,912 living units) that it owned or leased and 77 communities (10,084 living units) that it managed. These communities include independent living, assisted living, continuing care retirement and skilled nursing communities. Five Star is headquartered in Newton, Massachusetts. Five Star incurred a net loss of $74.08 million in 2018, following a net loss of $20.90 million in 2017. As of March 31, 2019, Five Star had $1.86 billion in total assets, $406.61 million in total current liabilities, $1.35 billion in total long term liabilities, and $105.38 million in total shareholders' equity. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit of $292.6 million. This raises substantial doubt about the Company's ability to continue as a going concern. FLIPPING EGG: Unsecureds to Get $50 Per Month in 60 Months ---------------------------------------------------------- The Flipping Egg, LLC, filed a Chapter 11 plan and accompanying disclosure statement proposing that General Unsecured Claims will get a pro rata distribution funded at the rate of $50.00 per month beginning in month 1 of the Plan and ending in month 60 of the Plan. Class B Secured Claims of Happy State Bank and the United States Small Business Administration are impaired. Total sum of $75,000.00, with no interest thereon, to be paid in monthly installments of $1,250.00 each over a term not to exceed sixty (60) months from the Effective Date of the Plan. The Debtor believes that it will have adequate cash flow during the next five (5) years to make all required Plan payments from operational revenue. The Debtor believes that it is extremely speculative to forecast, with any degree of specificity, the cash flow figures beyond one (1) year, let alone five (5) years. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/yyuq6gjn from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 T 972-578-1400 F 972-346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About The Flipping Egg The Flipping Egg, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-10194) on Aug. 6, 2018. In the petition signed by its president/managing member, Tammy Reese, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Robert L. Jones presides over the case. FORBES AMBULATORY: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Forbes Ambulatory Surgery Center, LLC 7501 Forbes Boulevard, Suite 103 Lanham, MD 20706 Business Description: Forbes Ambulatory Surgery Center, LLC owns and operates a surgical center in Maryland. Chapter 11 Petition Date: August 7, 2019 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Case No.: 19-20619 Judge: Hon. Lori S. Simpson Debtor's Counsel: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: (301) 881-8300 Fax: (301) 881-8350 E-mail: steveng@cohenbaldinger.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Charles Obioha, managing member. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb19-20619.pdf FORT BRAGG: Unsecureds Get Full Payment Within 12 Months -------------------------------------------------------- Fort Bragg Carolina Trust filed a small business Chapter 11 plan and accompanying disclosure statement proposing that general allowable unsecured claims, classified in Class 3, will be paid in full within twelve (12) months of an order confirming the Plan. Class 1 Christopher Goines (disputed) with a total claim of $197,408 and Class 2 William Lee (disputed)with a total claim of $375,000 are secured by property of the Debtor's bankruptcy estate (or that are subject to setoff) to the extent allowed as secured claims under § 506 of the Code. If the value of the collateral or setoffs securing the creditor's claim is less than the amount of the creditor's allowed claim, the deficiency will be classified as a general unsecured claim. Class 4 - Equity Security Holders of the Debtor are impaired. The Debtor will retain his equity in the property of the bankruptcy estate. Payments and distributions under the Plan will be funded by the income received through the continued business operations of the Debtor or Reorganized Debtor. The Debtor intends to retain its current management and will continue to implement changes in its business model for more cost-effective operations, in addition to pursuing new sales development lines, increasing subcontractor opportunities, and other new customer opportunities. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y5pkd2cc from PacerMonitor.com at no charge. About Fort Bragg Carolina Trust Fort Bragg Carolina Trust filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03388) on April 15, 2019, listing under $1 million in both assests and liabilities. The case is assigned to Judge Caryl E. Delano. Samantha L. Dammer, Esq., at Tampa Law Advocates, P.A., is serving as the Debtor's counsel. The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Fort Bragg Carolina Trust, according to court dockets. FROM DUSK TIL DAWN: Sept. 10 Plan Confirmation Hearing ------------------------------------------------------ The Disclosure Statement explaining the Chapter 11 Plan of From Dusk Til Dawn LLC is approved. A hearing will be held on September 10, 2019 at 10:00 a.m. on confirmation of the Plan before the Honorable John K. Sherwood, United States Bankruptcy Court, District of New Jersey, Martin Luther King, Jr. Federal Building, 50 Walnut Street, Newark, NJ 07102, in Courtroom 3D. September 3, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan. About From Dusk Til Dawn From Dusk Til Dawn LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns two properties in Irvington, New Jersey valued by the Company at $200,000. From Dusk Til Dawn LLC filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 18-26927) on Aug. 23, 2018. In the petition signed by Brandon Zaleski, managing member, the Debtor disclosed $209,234 in total assets and $1,042,723 in total liabilities as of the bankruptcy filing. Judge John K. Sherwood oversees the case. MARK GERTNER, P.C., led by founder Mark Gertner, is the Debtor's counsel. FURIE OPERATING: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Furie Operating Alaska, LLC (Lead Case) 19-11781 188 W. Northern Lights Blvd., Suite 620 Anchorage, AK 99503 Cornucopia Oil & Gas Company, LLC 19-11782 Corsair Oil & Gas LLC 19-11783 Business Description: The Debtors, headquartered in Anchorage Alaska, operate as an independent energy company primarily focused on the acquisition, exploration, production, and development of offshore oil and gas properties in the State of Alaska's Cook Inlet region. The Debtors hold a majority working interest in 35 competitive oil and gas leases in the Cook Inlet. Additionally, the Debtors wholly own and operate an offshore production platform in the middle of the Cook Inlet to extract natural gas under the oil and gas leases. Chapter 11 Petition Date: August 9, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' General Bankruptcy Counsel: Matthew P. Ward, Esq. Ericka F. Johnson, Esq. WOMBLE BOND DICKINSON (US) LLP 1313 North Market Street, Suite 1200 Wilmington, Delaware 19801 Tel:(302) 252-4320 Fax: (302) 252-4330 Email: matthew.ward@wbd-us.com ericka.johnson@wbd-us.com - and - Timothy W. Walsh, Esq. Darren Azman, Esq. Riley T. Orloff, Esq. McDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, New York 10173-1922 Tel:(212) 547-5400 Fax: (212) 547-5444 Email: twwalsh@mwe.com dazman@mwe.com rorloff@mwe.com Debtors' Investment Bankers: SEAPORT GLOBAL SECURITIES LLC Debtors' Financial Advisor: ANKURA CONSULTING GROUP, LLC 485 Lexington Avenue, 10th Floor New York, NY 10017 https://ankura.com Tel: 212.818.1555 Jason Solganick Debtors' Claims & Noticing Agent: PRIME CLERK LLC https://cases.primeclerk.com/furieoperatingalaska Estimated Assets: $10 million to $50 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Scott M. Pinsonnault, interim chief operating officer. A full-text copy of Furie Operating's petition is available for free at: http://bankrupt.com/misc/deb19-11781.pdf List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. U.S. Department of Justice Settlement $7,200,061 950 Pennsylvania Ave NW Agreement Washington, DC 20530 Tel: 202-514-2000 2. Chugach Electric Association Trade Debt $99,537 P.O. Box 196300 Anchorage, AK 99519-6300 Tel: 907-563-7494 3. Production Testing Services, Trade Debt $89,663 Inc. 1463 Highway 6 South, Suite 400 Houston, TX 77077 Tel: 281-498-7399 Email: info@ptssite.com 4. Sierra Pine Resources Trade Debt $63,233 International 110 Cypress Station Dr., Suite 105 Houston, TX 77090 Tel: 832-375-0300 5. WESCO Distribution Trade Debt $58,190 P.O. Box 31001-0454 Pasadena, CA 91110-0465 Tel: 412-454-2200 6. C & D Production Trade Debt $51,963 Specialists Co., Inc. 14090 West Main Cut Off, LA 70345 Tel: 504-693-6872 7. Clariant Corporation Trade Debt $48,866 49420 Kenai Spur Highway Nikiski, AK 99611 Tel: 907-776-3304 8. Peak Oilfield Service Co. Trade Debt $47,860 5015 Business Park Blvd., Suite 4000 Anchorage, AK 99503 Tel: 907-263-7000 9. Maritime Helicopters Inc. Trade Debt $47,304 3520 FAA Road Homer, AK 99603 Tel: 907-235-7771 Email: info@maritimehelicopters.com 10. Waukesha-Pearce Industries, LLC Trade Debt $39,653 P.O. Box 204116 Dallas, TX 75320-4116 Tel: 713-723-1050 11. M&H Enterprises Trade Debt $39,109 19450 Highway 249, Suite 600 Houston, TX 77077 Tel: 281-664-7222 Email: dave.costello@mhes.com 12. NRC Alaska, LLC Trade Debt $24,284 425 Outer Springer Loop Rd. Palmer, AK 99645 Tel: 907-258-1558 Email: ocdo@nrcc.com 13. Five Star Oilfield Services Trade Debt $23,282 1301 Huffman Rd., Suite 125 Anchorage, AK 99515 Tel: 907-272-9877 Email: jdickinson@fivestaroilfieldservices.com 14. Tailing, LLC Trade Debt $21,422 P.O. Box 7215 Metairie, LA 70010 Tel: 504-393-7570 Email: kyle@tailingllc.com; kerry@tailingllc.com 15. Cruz Construction, Inc. Trade Debt $21,253 7000 E. Palmer Wasilla Highway Palmer, AK 99645 Tel: 907-746-3144 Email: INFO@CRUZCONSTRUCT.COM 16. Ocean Marine Services, LLC Trade Debt $14,332 P.O. Box 7070 Nikiski, AK 99635 Tel: 425-828-6434 Email: kmcneil.oms@gmail.com 17. Arctos Alaska Trade Debt $12,054 2400 College Rd. Fairbanks, AK 99709 Tel: 907-632-1006 18. Weaver Brothers, Inc. Trade Debt $10,816 P.O. Box 2229 Kenai, AK 99611 Tel: 907-278-4526 19. Jacobs Trade Debt $8,544 P.O. Box 409767 Atlanta, GA 30384-9767 Tel: (907)-356-3322 Email: Vincent.Mihalik@jacobs.com 20. West Penetone Corporation Trade Debt $4,081 125 Kingsland Ave. Clifton, NJ 07017 Tel: 201-567-3000 21. MagTec Alaska, LLC Trade Debt $3,515 43385 Kenai Spur Highway Kenai, AK 99611 Tel: 907-335-6305 Email: kenaiadmin@magtecalaska.com 22. LMJ Consulting Services Trade Debt $3,351 4300 B Street, Suite 307 Anchorage, AK 99504 Tel: 907-269-4324 Email: info@lmjconsulting.com 23. Survival Systems International Trade Debt $2,982 P.O. Box 1855 34140 Valley Center Road Valley Center, CA 92082-7607 Attn: Carlos Siguenza, Jr. Tel: 504-469-4545 Email: CarlosS@ssinola.com 24. GLM Energy Services, LLC Trade Debt $2,897 420 N. Willow Kenai, AK 99611 Tel: 907-283-7556 Email: contacts@glmenergyllc.com 25. DNOW, L.P. Trade Debt $2,872 P.O. Box 200822 Dallas, TX 75320-0822 Tel: 907-283-6080 Email: CPL@DNOW.COM 26. WP Software Consultants, LLC Trade Debt $2,727 2901 S. First Street Abilene, TX 79605 Tel: 325-677-1543 Email: sales@wolfepak.com 27. Alaska Communications Trade Debt $2,309 P.O. Box 196666 Anchorage, AK 99519-6666 Tel: 800-808-8083 28. LONG Building Technologies, Inc. Trade Debt $2,186 5660 B. Street Anchorage, AK 99518 Tel: Tel: 907-561-3044 29. Tuboscope Trade Debt $1,624 P.O. Box 201177 Dallas, TX 75320-1177 Tel: 713-868-8749 30. Coffman Engineers Trade Debt $1,050 800 F. Street Anchorage, AK 99501 Tel: 907-276-6664 Email: anchorageinfo@coffman.com GOLD COAST: Sept. 10 Hearing on Plan, Disclosure Statement ---------------------------------------------------------- A combined hearing on the adequacy of the Disclosure Statement explaining the Chapter 11 Plan of Gold Coast Partners, LLC, and confirmation of the Plan is set for September 10, 2019, at 11:00 a.m. in Courtroom 744, Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, IL. September 3, 2019, is fixed as the last day for filing and serving written objections to the adequacy of the Disclosure Statement and confirmation of the Plan. About Gold Coast Partners Gold Coast Partners, LLC, is a privately-held company in Chicago, Illinois, that owns coin-operated laundries and cleaning business. Gold Coast Partners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-09765) on April 3, 2018. In the petition signed by Tracey L. Brooks, member, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Timothy A. Barnes presides over the case. The Debtor is represented by Joel A. Schechter, Esq., in Chicago, Illinois. GREENE AVENUE: Unsecureds to Get Full Payment With Interest ----------------------------------------------------------- Greene Avenue Restoration Corp. filed an amended plan of reorganization and amended disclosure statement proposing that all Allowed General Unsecured Claims, classified in Class 3, will be paid in full on the Effective Date with interest at the Federal Judgment rate in Effect on the Confirmation Date. Class 4. Class 4 consists of all Insider Claims are impaired. Class 4 Allowed Claims shall be subordinate to General Unsecured Claims. These Allowed Claims shall not be paid on the Effective Date and shall remain as liabilities of the Debtor. Class 5. Class 5 consists of all Interests are impaired. Class 5 consists of Allowed Interests and Claims of the shareholder of the Debtor. In exchange for funds being infused into the Debtor to consummate the Plan, equity shall retain its interest in the Debtor. The Debtor will effectuate the terms of the plan through the use of cash on hand in the Debtor, together with a new value contribution by Adler Milord to make all payments to Allowed claims under the Plan. These payments shall be made on the Effective Date through either contributions by Adler Milord or his obtaining new or subordinate financing on the Property. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y69hkhf5 from PacerMonitor.com at no charge. Counsel to Greene Avenue Restoration Corp.: Avrum J. Rosen, Esq. Rosen & Kantrow, PLLC 38 New Street Huntington, New York 11743 Tel: 631 423 8527 About Greene Avenue Restoration Corp. Greene Avenue Restoration Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-45394) on Oct. 19, 2017. Judge Carla E. Craig presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired Rosen, Kantrow & Dillon, PLLC as its legal counsel. GULF COAST: Taps SAB Capital as Real Estate Broker -------------------------------------------------- Gulf Coast Medical Park, LLC, received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire SAB Capital LLC as its real estate broker. The firm will assist the Debtor in the sale of its real properties located at 13778 and 13782 Plantation Road, Fort Myers, Fla. SAB Capital will receive a commission of 3.5 percent of the sales price if the buyer is procured by the firm or its affiliates, or 4 percent if the buyer is procured by another broker. Preet Sabharwal, a broker employed with SAB Capital, disclosed in court filings that he and his firm do not hold any interest adverse to the Debtor and its bankruptcy estate. SAB Capital can be reached through: Preet Sabharwal SAB Capital LLC 21 West 38th Street, Floor 16 New York, NY 10018 Phone: 646.809.8830 Email: psabharwal@sabcap.com About Gulf Coast Medical Park Gulf Coast Medical Park LLC, based in Punta Gorda, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-02446) on March 28, 2018. In the petition signed by Magnus Karlstedt, managing member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Caryl E. Delano is the case judge. Michael R. Dal Lago, Esq., at Dal Lago Law, serves as bankruptcy counsel to the Debtor. Holmes Fraser, P.A., is the special litigation counsel; and Webb, Lorah & McMillan, PLLC, CPAs, is the accountant. No official committee of unsecured creditors has been appointed in the Chapter 11 case. HALCON RESOURCES: S&P Lowers ICR to 'D' After Bankruptcy Filing --------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S.-based oil and gas exploration and production company Halcon Resources Corp. to 'D' from 'CC'. At the same time, S&P lowered its issue-level rating on the company's unsecured debt to 'D' from 'CC'. The '4' recovery rating is unchanged, indicating S&P's expectation for average recovery (30%-50%; rounded estimate: 35%) in a default. Halcon Resources Corp. announced that it had voluntarily filed a prepackaged Chapter 11 bankruptcy plan as part of its previously announced restructuring support agreement. HERITAGE COMMUNITY: Fitch Rates $19.3MM Series 2019 Bonds 'BB' -------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to $19.3 million of series 2019 fixed rate limited obligation revenue and revenue refunding bonds to be issued by the Economic Development Corporation of the City of Kalamazoo on behalf of the Heritage Community of Kalamazoo Obligated Group. USE OF PROCEEDS Proceeds from the series 2019 fixed rate bonds will be used to: refinance approximately $17 million of series 2007 bonds and $1.6 million Mercantile Bank loan; provide $2.9 million of incremental new money to fund capital projects; fund a debt service reserve fund (DSRF); and pay a portion of the costs of issuance. The bonds are expected to price on or near Aug. 20. The Rating Outlook is Stable. SECURITY Debt payments will be secured by a revenue pledge of the obligated group (OG) and a mortgage pledge. The series 2019 bonds will be supported by a debt service reserve fund (DSRF). OG members include the HCK parent, the Wyndham independent living (ILU) apartment building, Amber Way-Wyndham West assisted living units (ALU) and memory care, the Harold and Grace Upjohn Community Care Center skilled nursing facility (SNF), ALP, LLC (a limited liability company that owns four residential homes and parcels of vacant land), and the HCK Foundation. KEY RATING DRIVERS SOUND OPERATING PROFILE: The service area in Kalamazoo County is sound. Property values have increased in the county. The unemployment rate is below average, while population growth and the median household income level in the county are just below average. Competition for senior living is present in the broader Kalamazoo area, but HCK maintains a waitlist. MIXED FINANCIAL PROFILE: Favorably, HCK OG's track-record of operating ratio is below 100%, although its net operating margin (NOM) - adjusted is comparatively thinner (just under 11% in unaudited fiscal 2019, although this is compressed due to new accounting standards that treat expansion project marketing costs as operating expenses). Liquidity is sound for a non-investment grade (IG) life plan community (LPC) (nearly 300 days cash on hand at year-end 2019). Pro forma maximum annual debt service (MADS) coverage is good for a non-IG LPC at 2.4x; the expected roughly $47 million debt issuance in fiscal 2021 will pressure coverage. ILU occupancy remains in the 90% range. MANAGEABLE CURRENT LIABILITY PROFILE; STRESSED WITH EXPECTED FUTURE DEBT: Including the series 2019 bonds, HCK OG's pro forma MADS as a percentage of revenue is relatively low at approximately 7%. Pro forma debt-to-net available is good for a non-IG LPC at 6.5x. The planned fiscal 2021 debt issuance will pressure HCK OG's MADS burden and debt-to-net available, likely to a material degree. The extent of the expected fiscal 2021 debt issuance is factored into the 'BB' rating, contingent credit fundamentals or project and debt plans do not change materially. Debt equivalents are minimal as HCK does not have a defined benefit pension plan. LARGE CAPITAL PROJECT: HCK is planning a new large ILU apartment facility called Revel Creek, to be located on the west end of its existing campus. Marketing for Revel Creek began in late 2018. Construction is expected to start in fiscal 2021 and complete by spring 2022. Management notes that the project has 97 priority depositors of $1,000. ASYMMETRIC RISK CONSIDERATIONS: There are no asymmetric risk considerations affecting the rating determination. RATING SENSITIVITIES PENDING CAPITAL AND DEBT PLANS: The 'BB' rating encompasses the proposed Revel Creek capital project, although the anticipated borrowing is over a year away. If the project timing, scope or financing details change materially, those modifications could affect the rating at the time of the debt issuance. PROJECT COMPLETION: Successful completion of Revel Creek leading to top-line revenue growth and accretive cash flow could lead to upward rating movement, particularly if complimented with improved liquidity and debt coverage ratios. On the other hand, failure to execute Revel Creek and/or significant disruption to operations related to the project could pressure the rating. CREDIT PROFILE Founded in 1945 as a gift form Harold and Grace Upjohn, HCK is a type-C LPC located in Kalamazoo, MI, approximately 1.5 miles south of downtown. HCK OG currently includes 86 ILUs at its Wyndham apartment complex, 29 ALUs at Wyndham West, 20 memory care units at Amber Way, and 90 SNF beds at the Upjohn Community Care Center. Outside of the OG, HCK has 73 HUD qualified ILUs at Heritage Hills (Heritage Hills is in the process of being closed) and 76 ALUs and 17 memory care units at Director's Hall. HCK OG's total operating revenue measured nearly $20 million in unaudited fiscal 2019 (June 30 year-end). HCK OG offers 50% refundable, 70% refundable, and traditional non-refundable contract options. The 50% refundable and 70% refundable options were added in 2017. Management reports that the contract mix at the Wyndham ILU property has moved largely to 50% refundable (which accounted for 13% of contracts in 2019) and traditional non-refundable (up to 50% in 2019 from 42% in 2016), while 100% refundable contracts declined to 33% in 2019 from 58% in 2016 (HCK stopped offering new 100% refundable contracts as an option in 2017). HCK is governed by a board consisting of 14 members. Members serve three-year terms, and there currently are no term limits. Per state statute, at least one board member must be an HCK resident. HCK's CEO joined the organization in 2013, while the CFO and VP of Operations joined in 2016 and 2018, respectively. All three executives joined HCK from other senior living organizations. While there are no near-term planned retirements among senior executives, HCK has a formal succession planning process in place that is discussed with the executive committee monthly. SOUND OPERATING PROFILE HCK service area characteristics are sound. The primary market area (PMA) includes the City of Kalamazoo and many surrounding communities in Kalamazoo County. The unemployment rate in the county is below average. Population growth in the county well exceeds the state and is just below the national average. The median household income level in the county is below the national average and in-line with the state. Home values in Kalamazoo County have increased steadily in recent years and management reports that home sales turnover reasonably quickly. Competition for senior living is present in the Kalamazoo area. There are two comparable full service LPCs in the market: Friendship Village (with 237 ILUs, 42 ALUs, and 21 memory care units); and Fountains at Bronson (139 ILUs, 32 ALUs, and 26 memory care units). StoryPoint (122 ILUs), a new for-profit competitor, entered the market, although it does not offer the full continuum of services. Management notes that the market currently does not have a high-end ILU comparable to what will be offered by HCK's Revel Creek. HCK OG's ILU occupancy has been consistently in the 90% range for the last three fiscal years, including 90% in fiscal 2019. ALU and memory care occupancy are both consistently above 95%, with both measuring approximately 97% in fiscal 2019. SNF occupancy rebounded to nearly 90% in fiscal 2019 after dropping to 85% in 2018 (the number of SNF beds decreased from 118 to 90). Fitch expects that HCK OG's current operations will maintain similar occupancy rates during the construction of Revel Creek. MIXED FINANCIAL PROFILE Favorably, HCK OG's track-record of operating ratio is below 100%, and it was approximately 97% in fiscal 2019 (non-IG median is 101.6%). NOM-adjusted, however, is more modest, measuring 10.6% in fiscal 2019 (non-IG median is 18.3%). NOM-adjusted improved in fiscal 2019 to 10.6% after dropping to 6.2% in fiscal 2018. Fiscal 2019 benefited from the aforementioned rebound in SNF occupancy as well as management's lean process initiatives as the organization works to flex its expenses to match census. Moreover, fiscal 2019 operating margins would have been better if not for more than $400,000 of marketing costs related to Revel Creek that were incurred during the year. Under prior accounting standards, project expansion marketing costs would have been capitalized; under new accounting standards, however, these costs are to be expensed. Fitch notes that these marketing costs are not included in HCK's bond documents for calculating debt service coverage. Excluding these costs from operating expenses improves HCK OG's fiscal 2019 NOM-adjusted from 10.6% to 12.8%. HCK plans to reimburse itself for these costs as part of the permanent long-term financing in fiscal 2021. Fitch expects that HCK OG's cash flow generation might be somewhat modest during the construction of Revel Creek, with improved results after the project ramps up. HCK OG's liquidity is sound for a non-investment grade LPC. Cash on hand measured nearly 300 days at FYE 2019 (non-IG median is 292 days). Cash-to-debt at FYE 2019 was good at nearly 80% (non-IG median is 32%); pro forma cash-to-debt inclusive of the series 2019 bonds remains favorable at 68%. The expected debt issuance in fiscal 2021 will stress liquidity coverage of debt considerably. MANAGEABLE CURRENT LIABILITY PROFILE; STRESSED AFTER FISCAL 2021 ISSUANCE HCK OG's current debt burden is good for a 'BB' rated LPC. Including the series 2019 bonds, pro forma MADS as a percentage of revenue is approximately 7% (non-IG median is 16.5%). Likewise, pro forma MADS coverage is good at 2.4x (non-IG median is 1.3x). Moreover, as noted, HCK OG's debt service coverage calculation in its bond documents will not include the Revel Creek expansion project marketing fees (excluding these fees improves pro forma MADS coverage to 2.7x). Pro forma debt-to-net available of 6.5x is favorably below the non-IG median of 9.8x. MADS burden, MADS coverage, and debt-to-net available will be stressed, however, after the planned debt issuance in fiscal 2021. HCK OG plans to issue approximately $47 million of additional debt in fiscal 2021 (the current timeline has the debt issuance by calendar year-end 2020). The issuance includes approximately $31 million of permanent long-term debt and $16 million of temporary debt. The temporary debt is to be redeemed with initial entrance fees from the Revel Creek project. While this will stress HCK OG's liquidity, debt burden, and coverage, the 'BB' rating includes the extent of the expected fiscal 2021 debt issuance, contingent upon the organization maintaining its current liquidity position and operating results. HCK's debt structure is conservative, with all fixed rate debt and no interest rate swaps. HCK's does not have debt equivalents, as the organization does not have operating leases or a defined benefit pension plan. LARGE CAPITAL SPENDING CONTINUES HCK plans to construct the new Revel Creek ILU facility, to be located on the west end of its existing campus. As currently conceived, Revel Creek will include 62 ILU apartments in a three-story building. Units will range from 900 square foot one bedroom apartments to two bedroom units as large as 1,680 square feet. These are quite a bit larger than HCK OG's current ILU apartments at Wyndham, which range from 650-to-850 square feet. The current construction-related cost estimate of Revel Creek is $35 million, plus marketing and financing costs. Marketing for the new ILU project began in late 2018. Construction is expected to start in fiscal 2021 and complete by spring 2022. Management notes that Revel Creek has 97 priority depositors of $1,000. HCK OG's average age of plant measured a somewhat high approximately 19 years at FYE 2019, but the addition of Revel Creek will lower this considerably. HORNBECK OFFSHORE: Says Substantial Going Concern Doubt Exists -------------------------------------------------------------- Hornbeck Offshore Services, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $31,943,000 on $56,845,000 of revenues for the three months ended June 30, 2019, compared to a net loss of $25,088,000 on $58,431,000 of revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $2,772,010,000, total liabilities of $1,528,101,000, and $1,243,909,000 in total stockholders' equity. Since the second half of 2014, the offshore oil service sector has experienced difficult operating conditions due to the declining price of oil. This low oil price environment caused many of the Company's customers to reduce their budgets for the worldwide exploration or production of oil. This reduced spending has negatively impacted the Company's financial results. The Company's 2020 senior notes and 2021 senior notes mature in April 2020 and March 2021, respectively. The maturity of the Company's 2020 senior notes now falls within the twelve-month period following the issuance of these financial statements for which the Company is required to evaluate as part of its assessment of its ability to continue as a going concern. Management of the Company continues to believe it has adequate liquidity to fund its operations up until the maturity of the 2020 senior notes. However, absent the combination of a significant recovery of market conditions such that cash flow from operations were to increase materially from currently projected levels, coupled with the refinancing and/or further management of its funded debt obligations, the Company does not currently expect to have sufficient liquidity to repay the full amount of the 2020 senior notes and the 2021 senior notes as they mature in 2020 and 2021, respectively. Management continues to implement its on-going plan to address its maturities as they become due, including the refinancing of its 2020 senior notes. The recent closing of the $100 million Senior Credit Facility is the latest step in that iterative process. Based on continuing discussions with existing and potential lenders, management is optimistic that it will be able to successfully implement this plan. However, management recognizes that its plan depends on the actions of these third parties, including reaching an agreement with existing senior note holders and/or obtaining new sources of liquidity, and, therefore, the Company is unable at this time to conclude that such plan is reasonably certain of being achieved. Accordingly, given the uncertainty with respect to the Company's ability to pay its 2020 senior notes in full as they become due, the Company acknowledges that substantial doubt exists regarding its ability to continue as a going concern. The Company said that there can be no assurance that cash flows from operations will increase materially or that the Company will succeed in reaching agreements with its senior note holders or accessing new capital to pay the 2020 senior notes in full as they become due within the next twelve months. A copy of the Form 10-Q is available at: https://is.gd/Jb10DT Hornbeck Offshore Services, Inc., together with its subsidiaries, provides marine transportation, subsea installation, and accommodation support services to exploration and production, oilfield service, offshore construction, and the United States military customers. It operates offshore supply vessels (OSVs), multi-purpose support vessels (MPSVs), and a shore-based facility to provide logistics support and specialty services to the offshore oil and gas exploration and production industry, primarily Gulf of Mexico in the U.S., Latin America, and internationally. Its fleet of U.S.-flagged OSVs and MPSVs support deep-well, deepwater, and ultra-deepwater activities of the offshore oil and gas industry, such as oil and gas exploration, field development, production, construction, installation, well-stimulation, and other enhanced oil recovery, as well as inspection, repair, and maintenance services. The company also provides vessel management services, including crewing, daily operational management, and maintenance activities for other vessels owners. Hornbeck Offshore Services was founded in 1997 and is headquartered in Covington, Louisiana. HOUTEX BUILDERS: Amends Plan to Add Info on Remnant Assets Auction ------------------------------------------------------------------ Houtex Builders, LLC, 2203 Looscan Lane, LLC, and 415 Shadywood, LLC, filed an amended Chapter 11 plan and accompanying disclosure statement to include additional information relating to remnant assets auction. At the Confirmation Hearing or such later time as determined by the Debtors, the Debtors shall seek a determination from the Bankruptcy Court of the Allowed amount of the Shadywood DIP Claim and the Looscan DIP Claim. The amount of the Shadywood DIP Claim and the Looscan DIP Claim will be the initial bids for the Shadywood Remnant Assets and the Looscan Remnant Assets, respectively. Within 7 days after the Shadywood and Looscan DIP Claim Determination Date, the Debtors shall file a Notice of Auction of Remnant Assets order to notify potential bidders and parties-in-interest of the Auction for the Shadywood Remnant Assets and the Looscan Remnant Assets. The Notice of Auction includes the bidding procedures that will govern the sale of the Shadywood Remnant Assets and the Looscan Remnant Assets. Within 21 days of the entry of the Shadywood and Looscan DIP Claim Determination Date, any party desiring to bid on the Shadywood Remnant Assets or the Looscan Remnant Assets must provide counsel to the Debtors a certified check in the amount of the Shadywood DIP Claim or the Looscan DIP Claim, respectively. If there are any bidders for the Shadywood Remnant Assets or the Looscan Remnant Assets of than the DIP Lender, there will be an Auction for the Shadywood Remnant Assets or the Looscan Remnant Assets, as applicable. Any prospective bidder must bring good available funds to the Auction for any amount such bidder bids (without including any amount already provided to the Debtors' counsel). If there are no bidders for the Shadywood Remnant Assets or the Looscan Remnant Assets other than the DIP Lender, then the Debtors shall file a notice of on the docket indicating that there is no auction and the Shadywood Remnant Assets and/or the Looscan Remnant Assets shall be transferred to the DIP Lender. If there is an auction for the Shadywood Remnant Assets or the Looscan Remnant Assets, then the Debtors shall file a notice following such auction with the results of the auction. Any disputes regarding the auction shall be resolved by the Bankruptcy Court. All Shadywood Causes of Action and Looscan Causes of Action are included in the Shadywood Remnant Assets and the Looscan Remnant Assets, respectively. The Successful Bidder for the Shadywood Remnant Assets and the Looscan Remnant Assets, respectively, or their successors and assigns, shall be authorized and empowered as a representative of Shadywood and Looscan, respectively, to institute, prosecute, settle, compromise, abandon or release all Shadywood Causes of Action and Looscan Causes of Action, respectively. The Houtex Remnant Assets shall be assigned to the Houtex Liquidating Trust on the Effective Date. Charles Foster is authorized to continue funding the costs for the maintenance of the Lynbrook House during such period as determined in the Debtor's reasonable business judgment. These amounts advanced will be added to the Houtex DIP Facility Claim amount and shall accrue interest at three percent per annum. The Debtors shall seek a determination of the Allowed Amount of the DIP Facility Claim on, or prior to, the Effective Date. If the Lynbrook House has not sold by January 31, 2019, Charles Foster has committed to satisfy all the outstanding real property taxes on the Lynbrook House. For avoidance of doubt, any such advance shall be added to the Houtex DIP Facility Claim. During the period from the Confirmation Date through the Effective Date, CommunityBank has the right to seek relief from the stay for "cause." A full-text copy of the Amended Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y3rjty46 from PacerMonitor.com at no charge. Counsel to the Debtors: Charles M. Rubio, Esq. Michael D. Fritz, Esq. DIAMOND McCARTHY LLP 909 Fannin, Suite 3700 Houston, TX 77010 Tel: (713) 333-5100 About HouTex Builders Located at 17 Courtlandt Place, Houston, Texas 77006, HouTex Builders, LLC, and affiliates 415 Shadywood, LLC and 2203 Looscan Lane, LLC are privately held companies engaged in activities related to real estate. 2203 Looscan, LLC and 415 Shadywood, LLC, are special purpose entities established for the purpose of constructing new houses. 2203 Looscan, LLC and 415 Shadywood, LLC are each owned 100% by Charles C. Foster and Lily Foster. HouTex Builders, LLC, 415 Shadywood, LLC, and 2203 Looscan Lane, LLC, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 18-34658) on Aug. 23, 2018. In the petitions signed by Charles C. Foster, manager, the Debtors each estimated assets and liabilities in the range of $1 million to $10 million and in the range of $1 million to $10 million. Judge Jeffrey P. Norman presides over the cases. The Debtors tapped Charles M. Rubio, Esq., at Diamond McCarthy, LLP, as counsel. HUNT CAMP: United to Get Monthly Payments Over 60 Months at 6.5% ---------------------------------------------------------------- Hunt Camp, LLC, filed a Chapter 11 plan and accompanying Disclosure Statement. On May 29, 2019, United Community Bank filed a motion to vacate the automatic stay of Section 362 of the Bankruptcy Code. The Debtor's counsel filed an objection thereto. Attorneys for each party discussed a resolution of the matter by valuing the collateral securing the claim totaling $107,881 at $63,000 as secured via consent with the remaining balance being unsecured. The parties agreed that the secured portion would be paid in equal monthly installments over a period of 60 months and to include 6.5% fixed interest until that secured portion is paid in full. The parties further agreed that the remaining unsecured balance would be paid a sum of $74.80 per month over a 60-month period without interest and with only a percentage of that amount paid. The payment to the unsecured portion of the Bank's claim will total $4,488, which equals 10% of the total unsecured claim amount. Class 2 - Priority Claims. With respect to a claim of a kind specified in 507(a)(2) or 507(a)(3) of the Bankruptcy Code, on the effective date of the Plan, the holder of such claim will receive on account of such claim cash equal to the allowed amount of such claim. As to a claim of a kind specified in the holder of such claim will receive on account of such claim regular installment payments in cash, (i) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the date of the order for relief under 301, 302, or 303; and (iii) in a manner not less favorable than the most favored non priority unsecured claim provided for by the plan (other than cash payments made to a class of creditors under Section 1122(b). Class 4 Judgment Creditor Claims and Mechanics Liens are impaired. If property upon which a judgement has been perfected is sold, then such Class shall be paid their allowed Claims without interest from any proceeds remaining from the sale of that property to which any judgment lien attached, in the order of the date of filing of judgment liens, but only after all Class 3 Claims secured by such property have been paid in full. Otherwise, judgement creditors shall be paid in monthly installments beginning on the Effective Date of the Plan and continuing until such time as they are paid in full. Judgment Creditor Claims shall be treated as Unsecured Claims. Class 5 Executory Contracts and Unexpired Leases are impaired. All Contracts which existed as of the Filing Date between the Debtors and any individual or entity, whether such contract be in writing or oral, which have not heretofore been accepted by Final Order or in the Plan of Reorganization, are specifically rejected. Any person or entity claiming rights under an executory contract or unexpired lease rejected pursuant to the provisions of this Article or 11 U.S.C. Section 365 shall have thirty (30) days after the Confirmation Date to file a proof of claim, or such additional time as the Court, before that date, may allow. Class 7: Equity ownership are impaired. This class will receive no monies; however, the stock ownership if the debtor is a corporation, by members of this Class shall be retained. If the debtor is not a corporation, then equity ownership will include partnership property if the debtor is a partnership or any interest in personal or real property of the debtor if the debtor is an individual. If the debtor is a limited liability company, then equity includes ownership and management rights, which the principals will continue to control. The Debtor has a real property with a value of $260,530 and checking accounts and cash with a value of $25.00. A full-text copy of the Disclosure Statement dated August 5, 2019, is available at https://tinyurl.com/y5xw5tqo from PacerMonitor.com at no charge. Attorney for Debtor: Robert H Cooper, Esq. The Cooper Law Firm ISO Milestone Way, Suite B Greenville, SC 29615 864-271-9911 phone 864-232-5236 facsimile About Hunt Camp LLC Hunt Camp, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 19-00727) on February 5, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $50,000. The case has been assigned to Judge Helen E. Burris. The Debtor tapped Robert H. Cooper, Esq., as its bankruptcy attorney. The Office of the U.S. Trustee on March 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hunt Camp, LLC. HUNTSMAN CORP: S&P Affirms 'BB+' ICR on Divestiture --------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit ratings on Huntsman Corp. and its subsidiary Huntsman International LLC. The outlook remains stable. The rating affirmation follows Huntsman's announcement of the divestiture of its chemical intermediates and surfactants businesses to Indorama Ventures for $2 billion. The transaction will result in the company reducing in size by about 20% of EBITDA, according to S&P. The ratings and stable outlook reflect S&P's current expectations that credit measures will continue to be in a range appropriate for the 'BB+' rating pro forma for the divestiture. S&P's analysis incorporates a revised weaker EBITDA assumption in 2019 given trade uncertainties that have continued to depress results through the second quarter, and the rating agency's expectation for an acceleration of share repurchases pro forma for the transaction. The divestiture is expected to generate $1.6 billion in net proceeds. S&P expects the company will accelerate its share repurchases under the existing $1 billion authorization (with about $600 million remaining under this program) pro forma for the transaction. The rating also takes into account relative weakness in recent quarters due to lower MDI prices and a weaker global macroeconomic environment, which has persisted through the second quarter of 2019. S&P expects these challenges to continue throughout 2019, leading to an EBITDA decline in the midteens percentage range in 2019 compared to 2018, and credit measures near the lower end of the rating agency's expected range of funds from operations (FFO) to debt of between 30%-45% in 2019. The rating agency expects this ratio to improve in 2020 but remain within this range. The stable outlook reflects S&P's expectation that credit measures will remain appropriate for the current rating pro forma for the announced divestiture of the intermediates and surfactants business, which the rating agency assumes will close near the end of 2019. S&P's analysis takes into account the divestiture as well as its assumption that the company will use proceeds for share repurchases and growth initiatives. S&P expects Huntsman's credit profile to remain steady over the next 12 months despite an expected weakening in EBITDA and FFO in 2019. The weaker projections stem from the rating agency's assumptions for a weaker (relative to 2018) economic environment in key as areas such as North America, Europe, and China, as well as lower MDI prices. S&P's base case anticipates that the ratio of FFO to total debt will remain in the 30%-45% range over the next 12 months. The rating agency continues to exclude potential proceeds from Huntsman selling its Venator shares, due to uncertainty around timing of such a sale. "We could lower ratings over the next 12 months if the company's ratio of FFO to total debt is likely to, or does, decline below 30% on a sustained basis," S&P said. Unexpected circumstances that could lead to such a scenario include the company engaging in large, debt-funded acquisitions, or larger-than-expected shareholder rewards through share buybacks or dividends; or if the company's EBITDA margins and revenue growth drop by 150 basis points or more in 2019, according to the rating agency. Unanticipated softness in pricing or demand for some of the company's products, or unexpected macroeconomic shocks including negative GDP could result in EBITDA margin declines beyond what S&P currently expects. "We could consider a positive rating action if it became apparent that our expectation for a continued slowdown through the second half of 2019 does not materialize and instead earnings appear set to improve over 2018 levels, potentially triggered by a resolution to trade tensions. Additionally, we could consider an upgrade if credit measures improve such that FFO to total debt exceeds 45% on a sustained basis, even after factoring in expectations for share repurchases," S&P said. S&P said it could also consider an upgrade if the company's efforts to increase the value-added and specialty component of its businesses contributes to business and earnings strength. Such an improvement could result in an increase in S&P's adjusted EBITDA margins on a sustainable basis by a few percentage points over the 15% achieved in 2018. For an upgrade, the rating agency would need to view an increase in margins as a fundamental strengthening of the company's business, and not a reflection of a cyclical upturn in some product lines. IAC/INTERACTIVECORP: S&P Places BB+' LT ICR on Watch Negative ------------------------------------------------------------- S&P Global Ratings placed all of its ratings on IAC/InterActiveCorp., including its 'BB+' long-term issuer credit rating, on CreditWatch with negative implications. The CreditWatch negative placement follows the company's announcement that it is considering distributing its interests in its two large, publicly traded subsidiaries Match Group Inc. and ANGI Homeservices to its shareholders. The terms of the potential spin-off, including the likelihood that it will spinoff both companies and how the transaction will affect its subsidiaries' capital structures, have not been disclosed. The CreditWatch placement reflects the potential that S&P will lower its ratings on IAC if the company divests one or both subsidiaries. S&P believes that the company's business and financial risk profiles would weaken without Match and ANGI's contributions to its business diversity, earnings, and cash flow generation. This contrasts with the rating agency's previous expectation that IAC's business profile would strengthen over time as the growth at ANGI and its other smaller segments improves its business diversity. In resolving the CreditWatch, S&P will also look to assess the strength of the company's revised business mix, its EBITDA and cash flow generation capacity, any changes to its capital structure, and its financial policy. "We expect to reassess our CreditWatch negative placement on IAC as more definitive information regarding the spin-off becomes available, which we expect will likely occur in the next 90 days. Furthermore, we expect to resolve the CreditWatch once the company either successfully completes the spin-offs or chooses to maintain its controlling ownership stakes in its subsidiaries," S&P said. IDL DEVELOPMENT: Examiner Gets Approval to Hire IP Experts ---------------------------------------------------------- The examiner appointed in IDL Development, Inc.'s Chapter 11 case received approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Clark & Elbing LLP. Anne White, the examiner tasked to investigate assets owned or created by the Debtor, including intellectual property that were not disclosed in its schedules, requires the assistance of an IP and scientific expert. Adil Zhugralin, who specializes in organic and organometallic chemistry, and James De Camp, who specializes in IP and patent issues, are the firm's personnel who will be providing the services. Messrs. Zhugralin and De Camp will charge $340 per hour and $725 per hour, respectively. Mr. De Camp disclosed in court filings that he and other members of the firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Clark & Elbing can be reached through: Adil R. Zhugralin James D. De Camp Clark & Elbing LLP 101 Federal Street, 15th Floor Boston, MA 02110 Phone: 617.428.0200/617.428.7014/617.428.7043 Fax: 617.428.7045 Email: decamp@clarkelbing.com Email: azhugralin@clarkelbing.com About IDL Development IDL Development, Inc. is engaged in research in the field of "electromagnetic chemistry," which is the use of electromagnetic fields to manipulate, generate and change the properties of matter. Organized in 2014, IDL Development conducts research activities from a leased facility in Taunton, Massachusetts, and is funded through private equity investment. IDL Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 18-14808) on Dec. 29, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case is assigned to Judge Joan N. Feeney. Murphy & King, Professional Corp. is the Debtor's counsel. INTREXON CORPORATION: Says Substantial Going Concern Doubt Exists ----------------------------------------------------------------- Intrexon Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $38,931,000 on $35,986,000 of total revenues for the three months ended June 30, 2019, compared to a net loss of $66,829,000 on $45,275,000 of total revenues for the same period in 2018. At June 30, 2019, the Company had total assets of $655,188,000, total liabilities of $375,965,000, and $279,223,000 in total equity. The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of June 30, 2019, the Company had $125,803,000 in cash, cash equivalents and short-term investments which is not sufficient to fund the Company's planned operations through one year after the date the interim unaudited consolidated financial statements are issued, and accordingly, there is substantial doubt about the Company's ability to continue as a going concern. The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months. A copy of the Form 10-Q is available at: https://is.gd/XYVc2A Intrexon Corporation engages in the engineering and industrialization of biology in the United States. The company, through a suite of proprietary and complementary technologies, designs, builds, and regulates gene programs, which are DNA sequences that consist of key genetic components. The company was formerly known as Genomatix Ltd. and changed its name to Intrexon Corporation in 2005. Intrexon Corp. was founded in 1998 and is based in Germantown, Maryland. INVENERGY THERMAL: S&P Affirms BB Rating on New $378.6MM Term Loan ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' rating on Invenergy Thermal Operating I LLC (ITOI's) proposed $378.6 million pro forma term loan B (TLB) ($328.6 million as of June 30, 2019), and its $70 million proposed revolver. S&P removed the rating from CreditWatch, where the rating agency had placed it on May 30. The recovery rating remains '1', reflecting S&P's expectation of very high recovery (90%-100%, rounded estimate 90%) in the event of default. The outlook is stable. "The affirmation of our 'BB' rating reflects our updated financial forecasts, the upsize in the term loan and revolver, and our resolution of an analytical error given that we misapplied criteria due to the fact that the structure's features contain several elements that our criteria do not directly address. The affirmation also reflects our assessment of the proposed changes to ITOI's credit agreement," S&P said. ITOI owns a 2.68-GW (net capacity) portfolio of seven operating gas-fired electric power plants, each in a different North American Electric Reliability Corp. (NERC) region. The portfolio consists of the following: -- Hardee Power Partners Ltd., a contracted 370-MW combined-cycle gas turbine (CCGT) in Florida, 51% owned by ITOI; -- Spindle Hill Energy LLC, a contracted 314-MW combustion turbine (CT) in Colorado, 51% owned by ITOI; -- Invenergy Cannon Falls LLC, a contracted 357-MW CT in Minnesota, 51% owned by ITOI; -- St. Clair Power LP, a contracted 584-MW CCGT in Ontario, Canada, 100% owned by ITOI; -- Nelson, a mostly merchant 615-MW CCGT in Illinois, 100% owned by ITOI; -- Ector County Energy Center LLC, a 330-MW CT in Texas that benefits from a heat rate call option from 2018 through 2022, 100% owned by ITOI; and -- Grays Harbor Energy LLC, a merchant (as of 2020) 620-MW CCGT in Washington State, 100% owned by IOTI. The stable outlook reflects S&P's expectation that DSCRs will be a minimum of 2.35x under the rating agency's revised initial assessment of the DSCR that now considers only holding debt company distributions and debt obligations. In the next few years, S&P expects that improved financial performance, due to higher capacity factors at Nelson, could be offset by weaker performance at Grays Harbor, which will become merchant next year, absent re-contracting. Stable cash flows from the contracted assets will continue to support debt service. S&P said it would lower the ratios if project spark spreads weaken, capacity factors at Nelson decline, or Grays Harbor cannot realize forecast energy margins or any capacity revenue after 2019, causing minimum DSCRs to decline to less than 1.75x on a sustained basis. Persistent weaker operations, especially higher operating expenses at multiple plants could also contribute to weaker ratios. The holding company rating is also constrained by the credit profiles of the four projects (Cannon Falls, Hardee, Sprindle Hill and St. Clair) whose bankruptcy filing could cross default and cause a potential acceleration of the holding company debt. Two of the project's credit profiles (Hardee and St. Clair) currently constrain any ratings uplift. S&P assesses these credit profiles annually, and meaningful deterioration could cause the rating agency to lower the holding company rating even if there are compensating improvements in other assets in the portfolio. While the current ITOI holding company DSCR coverage could support a higher rating, an upgrade is constrained by operating companies that have debt and could cross default to ITOI. Specifically, the credit quality of the Hardee and St. Clair projects cap the ITOI rating, and both would have to meaningfully improve to elevate the credit profile of ITOI. JIB QSR OKLAHOMA: Hires Kiyohara + Takahashi as Accountant ---------------------------------------------------------- JIB QSR Oklahoma LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma (Oklahoma City) to hire Kiyohara + Takahashi as its accountant and financial consultant effective July 30, 2019. Kiyohara will provide the Debtor with accounting services, including preparation of monthly financial reports, post-petition returns, monthly operating reports, projections, and analysis and litigation support for all accounting matters. The analysis to be provided by the firm will assist the Debtor with the preparation of its financial documents and plan of reorganization. Kiyohara's hourly rates are: Firm Office and Field Work $180 Senior Accountant $20 Support Staff $62 Garrett Yamada, the firm's accountant who will be providing the services, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Garrett Yamada, CPA, MBT Kiyohara + Takahashi LLP 6055 E. Washington Blvd., Suite 690 Commerce, CA 90040 Tel: 323-278-1300 ext. 242 Fax: 323-278-1304 www.ktadvisors.com About JIB QSR Oklahoma LLC JIB QSR Oklahoma LLC owns and operates eight Jack in the Box locations in the greater Oklahoma City metro area. Jack in the Box is a fast-food restaurant chain offering burgers, chicken and salads, and tacos, fries, and sides. JIB QSR Oklahoma filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-13111) on July 30, 2019. In the petition signed by Mohammed Salous, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. David B. Sisson, Esq., at the Law Offices of B. David Sisson is the Debtor's counsel. JULIETTE FALLS: Oct. 22 Disclosure Statement Hearing ---------------------------------------------------- Juliette Falls Properties, LLC, filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing to source funding for Plan from the personal income of the Louie F. Wise, III, from his employment. The sole asset of the Debtor is a residential home located at 6898 SW 179th Avenue Road, Dunnellon, Florida. The residential home is occupied by Louie Wise who uses the property as his residence. The original intended purpose for the formation of the Debtor as a Florida limited liability company was to invest in multiple real estate properties. However, due to a down turn in the finances of Louie Wise, that turned out to be impractical. CLASS 1 - RENASANT BANK are impaired. Renasant Bank may elect to be treated as fully secured under the provisions of Section 1111(b). If the election is made, the class will be treated as fully secured and claims will be paid in full over 360 months, without interest. Payments to Renasant Bank shall be equal in amount and commence on the effective date of the plan, and continue on the same day of each succeeding month, unless the Court has entered an order requiring adequate protection payments. CLASS 2 - OTHER UNSECURED CLAIMS are impaired. The claims in this class will be satisfied with cash payments. Distributions to this class shall commence on the effective date of the plan and continue on the same day of each succeeding month for 12 months. The estimated claims in this class is $1,935.00. The estimated monthly payments to this class is $165.00. The hearing on the adequacy of the disclosure statement is scheduled for Oct. 22, 2019 at 02:30 PM. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y4kcbmh3 from PacerMonitor.com at no charge. Attorney for the Debtor: Richard A. Perry, Esq. RICHARD A. PERRY P.A. Law Practice 820 East Fort King Street Ocala, FL 34471-2320 Tel: 352-732-2299 Email: richard@ rapocala.com Juliette Falls Properties, LLC, filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02937) on Aug. 1, 2019. KRATOS HOLDINGS: Seeks to Hire Orshan PA as Counsel --------------------------------------------------- Kratos Holdings LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida (Fort Lauderdale) to hire Orshan, P.A. as legal counsel in its Chapter 11 case. The professional services the firm will render are: a. advise the Debtor with respect to its rights, powers and duties; b. prepare on behalf of the Debtor all necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed in this Chapter 11 case; c. advise the Debtor concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed and served in this Chapter 11 case, including complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; d. advise the Debtor with respect to, and assist in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; e. review the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; f. counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; g. advise and assist the Debtor in connection with any potential property dispositions; h. advise the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructurings and recharacterizations; i. assist the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; j. commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; k. provide general corporate, litigation and other non-bankruptcy services for the Debtor as requested by the Debtor; and l. perform all other necessary or appropriate legal services in connection with this Chapter 11 case for or on behalf of the Debtor. Orshan's hourly rates are: Paul L. Orshan, Esq. $475 Associate Attorneys $250 Paralegals $125 Paul Orshan, Esq., owner and president of Orshan, attests that his firm neither holds nor represents any interest adverse to the estate and is a "disinterested person" within the meaning of Sections 327(a) and 101(14) of the Bankruptcy Code. The firm can be reached through: Paul L. Orshan, Esq. Orshan, P.A. 701 Brickell Avenue Suite 2000 Miami, FL 33131 Phone: 305-529-9380 Fax : 305-402-0777 Email: paul@orshanpa.com About Kratos Holdings LLC Kratos Holdings LLC is engaged in the ownership of the property buildings at 2200 S. Federal Highway and 610 S.E. 22nd Street, Fort Lauderdale, FL 33316, at which location the Debtor leases the premises to Karan Equity and Trading, LLC, an entity owned by the principal of the Debtor. Karan Equity operates an automobile sales business at the location. Kratos Holdings LLC filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Fla. Case No. 19-20087) on July 30, 2019, listing under $1 million in both assets and liabilities. Paul L. Orshan, Esq., at Orshan, P.A. is the Debtor's counsel. LANE-GLO BOWL: Sept. 25 Plan Confirmation Hearing ------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Lane−Glo Bowl, Inc., is conditionally approved. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on September 25, 2019 at 10:00 A.M. in Tampa, FL − Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Any written objections to the Disclosure Statement must be filed and served no later than seven (7) days prior to the date of the hearing on confirmation. Objections to confirmation must be filed and served no later than seven (7) days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Lane-Glo Bowl Lane-Glo Bowl, Inc., filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-05861) on July 16, 2018, listing under $1 million in both assets and liabilities, and is represented by Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A. The petition was signed by Chris L. Langlo, president. LATEX FOAM: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Latex Foam International, LLC (Lead Case) 19-51064 dba Talalay Global 510 River Road Shelton, CT 06484 Latex Foam International Holdings, Inc. 19-51065 Latex Foam Assets Acquisition, LLC 19-51066 PureLatex Bliss, LLC 19-51067 PLB Holdings, LLC 19-51068 Business Description: Latex Foam International, LLC dba Talalay Global provides textile furnishing products. The Company offers house furnishings, such as blankets, bedspreads, sheets, table clothes, towels, and shower curtains. Latex Foam International and four affiliates sought Chapter 11 bankruptcy protection on May 30, 2014 (Bankr. D. Conn. Lead Case No. 14-50845). Chapter 11 Petition Date: August 8, 2019 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Julie A. Manning Debtors' Counsel: James Berman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 Email: jberman@zeislaw.com info@zeislaw.com - and - Eric A. Henzy, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: 203-368-5495 Fax: 203-549-0861 Email: ehenzy@zeislaw.com - and - Patrick R. Linsey, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: 203-368-4234 Fax: 203-594-0424 Email: plinsey@zeislaw.com Estimated Assets: $10 million to $10 million Estimated Liabilities: $10 million to $50 million The petitions were signed by Marc Navarre, CEO. A full-text copy of Latex Foam International's petition is available for free at: http://bankrupt.com/misc/ctb19-51064.pdf List of Latex Foam International's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Centrotrade Rubber USA, Inc. $442,334 Attn: Pres, GP or Managing Member 676 Independance Parkway, Ste 110 Chesapeake, VA 23320 Janice Connor Tel: (800) 520-7669 Email: Janice@centrotrade.com 2. BASF Corporation $264,560 Attn: Pres, GP or Managing Member P.O. Box 360941 Pittsburgh, PA 15251-6941 John Valovic Tel: (603) 763-4018 Email: john.valovic@basf.com 3. Tiarco, LLC $239,902 Attn: Pres, GP or Managing Member PO Box 745375 Atlanta, GA 30384-5375 Kevin Nolan Tel: (877) 284-2726 Email: knolan@trcc.com 4. Synthomer LLC $180,355 Attn: Pres, GP or Managing Member 5/3 Bank 1761 Momentum Place Chicago, IL 60689 Alexandra Diehl Tel: (678) 916-6267 Email: alexandra.diehl@synthomer.com 5. Standard Fiber, LLC $97,659 Attn: Pres, GP or Managing Member 577 Airport Blvd., Suite 200 Burlingame, CA 94010 Sandy Gray Tel: (650) 872-6528 Email: sandygray@standardfiber.com 6. Alvarez & Marsal $68,280 Private Equity Attn: Pres, GP or Managing Member 600 Madison Ave, 8th Floor New York, NY 10022 7. Blue -Grace $57,542 Logistics LLC Attn: Pres, GP or Managing Member Dept 108 PO Box 4964 Houston, TX 77210-4964 Matthew Skull Email: mscull@bluegracegroup.com 8. 8600 Central Venture, LLC $41,710 Attn: Pres, GP or Managing Member 3000 Buchanan Street Wichita Falls, TX 76308 Anthony Inman Tel: (940) 322-9000 Fax: (940) 322-1140 9. Unicorr Packaging Group $39,971 Attn: Pres, GP or Managing Member Connecticut Container Corp 4282 Paysphere Circle Chicago, IL 60674 Providencia Solis Tel: (203) 248-2161 Email: Psolis@unicorr.com 10. Ruckel Mfg. Co., Inc. $33,112 Attn: Pres, GP or Managing Member Brooklyn Navy Yard 63 Flushing Ave., Unit 331 Brooklyn, NY 11205 Joseph Rottenberg Tel: (718) 643-8005 Email: joer@ruckelmfg.com 11. United Illuminating Co. $32,604 Attn: Pres, GP or Managing Member P.O. Box 9230 Chelsea, MA 02150-9230 Michael Crowley Tel: (800) 722-5584 Email: Michael.Crowley@uinet.com 12. Axle Logistics, LLC $23,628 Attn: Pres, GP or Managing Member 520 W. Summit Hill Drive, Ste 1005 Knoxville, TN 37902 Jordan Parris Email: jordan.parris@axlelogistics.com 13. Evoque Data Center Solutions $23,579 Attn: Pres, GP or Managing Member P.O. Box 9005 Carol Stream, IL 60197-9005 Cynthia Andrews Email: ca424k@att.com 14. DeWolf Chemical, LLC $22,752 Attn: Pres, GP or Managing Member PO Box 842472 Boston, MA 02284-2472 Kristin Bastien Tel: (401) 434-3515 Email: kbastien@dewolfchem.com 15. Global Pallet Solutions, LLC $21,610 Attn: Pres, GP or Managing Member 271 John Downey Drive New Britain, CT 06051 Tom Hodgkinson Tel: (860) 826-5000 Email: globalpallets@sbcglobal.net 16. PraxAir Inc. $21,238 Attn: Pres, GP or Managing Member PO Box 417518 Boston, MA 02241-7518 Myron Stewart Tel: (800) 772-9247 Email: myronstewart@praxair.com 17. Carter-McLeod $21,168 Paper & Packaging Co Attn: Pres, GP or Managing Member 136 Wayside Avenue West Springfield, MA 01089-1318 Mike Pingree Tel: (413) 736-1000 Email: mikep@cartermcleod.com 18. Saatva, Inc. $21,000 Attn: Pres, GP or Managing Member 19-02 Whitestone Expwy, Ste 201 Whitestone, NY 11357 Harley Greenfield 19. Fifth Third $20,125 Bank-Credit Card Attn: Pres, GP or Managing Member P.O. Box 740523 Cincinnati, OH 45274-0523 Dan Bick Email: Dan.Bick@53.com 20. Veritiv Operating Company $20,084 Attn: Pres, GP or Managing Member P.O. Box 409884 Atlanta, GA 30384-9884 Barry Soehnlein Email: BARRY.Soehnlein@veritivcorp.com LE'S DELI: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Le's Deli and Bakery LLC as of Aug. 7, according to a court docket. About Le's Deli and Bakery Le's Deli and Bakery LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 19-12152) on June 7, 2019. The case is assigned to Judge Timothy W. Dore. Henry & DeGraaff PS is the Debtor's legal counsel. LEGACY RESERVES: Committee Seeks to Hire Investment Banker ---------------------------------------------------------- The official committee of unsecured creditors of Legacy Reserves Inc. and its debtor-affiliates seeks authority from the United States Bankruptcy Court for the Southern District of Texas to retain Miller Buckfire & Co., LLC and its affiliate Stifel, Nicolaus & Co., Inc. as investment banker. The services to be rendered by Miller Buckfire are: (a) familiarize itself with the business, operations, properties, financial condition and prospects of the Debtors and advise and assist the Committee in structuring and effecting the financial aspects of the transactions defined in the Engagement Letter; (b) receive, review and perform diligence on information provided on a confidential basis by the Debtors; (c) assist the Committee in negotiations regarding any plan of reorganization or liquidation of any of the Debtors in the Bankruptcy Case or other Restructuring; (d) represent and negotiate on the behalf of the Committee as it relates to any restructuring proposals advanced by the Committee, Debtors or any other parties or stakeholders; and (e) participate in hearings before the Bankruptcy Court in connection with Miller Buckfire's other services, including related testimony, in coordination with the Committee's counsel. Miller Buckfire's fees are: (a) Monthly Fee: $150,000 per month. (b) Restructuring Fee: $2,850,000, upon a Restructuring. It is a condition to the Restructuring Fee that the Restructuring must not then be objected to by the Committee, unless the Committee waives this condition. (c) Crediting: 50% of the fifth and subsequent Monthly Fees actually paid will be credited against any Restructuring Fee. (d) Expense Reimbursement: Miller Buckfire will be reimbursed for its reasonable, out-of-pocket expenses. These expenses include the reasonable fees and expenses of Miller Buckfire's counsel, including in connection with defending retention and fee applications (without the requirement that such counsel be approved by the Bankruptcy Court), its consultants and other advisors, and also include travel and lodging expenses, data processing and communication charges, research and courier services. Richard Klein, Managing Director of the investment banking firm Miller Buckfire & Co.,LLC, attests that Miller Buckfire is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, as required by section 328(c) of the Bankruptcy Code and does not represent any other entity having an adverse interest in connection with these chapter 11 cases. The firm can be reached through: Richard Klein Miller Buckfire & Co., LLC Stifel, Nicolaus & Co., Inc. 787 Seventh Avenue New York, NY 10019 Tel: (212) 895-1800 Fax: (212) 895-1853 About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: Committee Taps Brown Rudnick as Lead Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Legacy Reserves Inc. and its debtor-affiliates seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire Brown Rudnick LLP as its lead bankruptcy counsel. The committee requires Brown Rudnick to: a. assist and advise the committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of their Chapter 11 cases; b. represent the committee at hearings to be held before the court and communicate with the committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; c. assist and advise the committee in its examination and analysis of the conduct of the Debtors' affairs; d. review and analyze pleadings, orders, schedules, and other documents filed and to be filed with this court by interested parties in the Debtors' cases; e. assist the committee in preparing applications, motions, memoranda, proposed orders and other pleadings in support of positions taken by the committee; f. confer with the professionals retained by the Debtors and other parties-in-interest as well as with other professionals selected and employed by the committee; g. coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as information received from professionals engaged by the committee or other parties-in-interest; h. participate in examinations of the Debtors and other witnesses; i. negotiate and, if necessary or advisable, formulate a plan of reorganization for the Debtors; and j. assist the committee generally in performing such other services as may be desirable or required for the discharge of its duties pursuant to Bankruptcy Code Section 1103. Robert Stark, Esq., at Brown Rudnick, attests that his firm is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14). Hourly rates for Brown Rudnick attorneys and paraprofessionals are: Partners/counsel $745 to $1490 Associates $485 to $865 Paralegals $380 to $445 Other staff $280 to $400 The firm can be reached through: Robert J. Stark, Esq. Brown Rudnick LLP Seven Times Square New York, NY 10036 Tel: 212-209-4800 Fax: 212-209-4801 About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. At the time of the filing, the Debtors had estimated assets of between $500,000,001 and $1 billion and liabilities of between $1,000,000,001 and $10 billion. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: Committee Taps FTI as Financial Advisor -------------------------------------------------------- The official committee of unsecured creditors of Legacy Reserves Inc. and its debtor-affiliates seeks authority from the United States Bankruptcy Court for the Southern District of Texas to retain FTI Consulting, Inc. as its financial advisor. The committee requires FTI to: a. prepare analysis required to assess any proposed debtor-in-possession financing or use of cash collateral; b. assess and monitor the Debtors' short term cash flow, liquidity and operating results; c. review financial-related disclosures required by the court, including the Debtors' schedules of assets and liabilities, statement of financial affairs and monthly operating reports; d. review the Debtors' proposed key employee retention and other employee benefit programs; e. review the Debtors' long-term financial projections including cash generating capacity, and identify potential cost savings including overhead and operating expense reductions and efficiency improvements; f. review the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; g. review the Debtors' corporate structure including analysis of intercompany activities and claims; h. review any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; i. assist in the review of the claims reconciliation and estimation process; j. attend meetings and assist in discussions; k. review and prepare information and analysis necessary for the confirmation of a plan and related disclosure statement; l. assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; and m. assist in the prosecution of committee responses or objections to the Debtors' motions, including attending depositions and providing expert reports or testimony on case issues as required by the committee. FTI's customary hourly rates are: Senior Managing Directors $885 - $1,195 Directors / Senior Directors / Managing Directors $670 - $880 Consultants/Senior Consultants $355 - $640 Administrative / Paraprofessionals $145 - $275 Michael Cordasco, senior managing director of FTI, attests that the firm neither holds nor represents any interest adverse to the estate. The firm can be reached at: Michael Cordasco FTI Consulting, Inc. Suite 3500, 1301 McKinney Street Houston, TX 77010 TEL: +1 800 349 9990 FAX: +1 713 353 5459 About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LEGACY RESERVES: Committee Taps Pillsbury Winthrop as Co-Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Legacy Reserves Inc. and its debtor-affiliates seeks authority from the United States Bankruptcy Court for the Southern District of Texas to hire Pillsbury Winthrop Shaw Pittman LLP. Pillsbury will serve as co-counsel with Brown Rudnick LLP, the firm tapped by the committee as its lead bankruptcy counsel in connection with the Debtors' Chapter 11 cases. Pillsbury's current standard hourly rates are: Hugh M. Ray, III $860 Jason S. Sharp $845 William J. Hotze $830 Nancy Jones (Paralegal) $285 Hugh M. Ray III, Esq., a partner at Pillsbury, attests that his firm does not represent any other entity having an adverse interest to the committee, the Debtors, their estates, or any other party-in-interest in connection with these cases. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Ray disclosed that: -- Pillsbury has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for its employment with the committee; -- no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases; and -- the firm has not represented the committee in the 12 months prior to the Debtors' bankruptcy filing. The firm can be reached through: Ray, Hugh M. III Pillsbury Winthrop Shaw Pittman LLP 2 Houston Center 909 Fannin, Suite 2000 Houston, TX 77010- 1028 Phone: (713) 276-7661 About Legacy Reserves Legacy Reserves Inc. (NASDAQ: LGCY) -- http://www.legacyreserves.com/-- is an independent energy company engaged in the development, production and acquisition of oil and natural gas properties in the United States. Its current operations are focused on the horizontal development of unconventional plays in the Permian Basin and the cost-efficient management of shallow-decline oil and natural gas wells in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions. Legacy Reserves Inc. and 10 subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33395) on June 18, 2019. At the time of the filing, the Debtors had estimated assets of between $500,000,001 and $1 billion and liabilities of between $1,000,000,001 and $10 billion. The Hon. David R. Jones is the case judge. Perella Weinberg Partners and its affiliate, Tudor Pickering Holt & Co., is acting as financial advisor for the Company, Sidley Austin LLP is acting as legal advisor, and Alvarez & Marsal is acting as restructuring advisor. Kurtzman Carson Consultants LLC -- http://www.kccllc.net/legacyreserves-- is the claims agent. PJT Partners LP is acting as financial advisor for the Second Lien Lenders, and Latham & Watkins LLP is acting as legal advisor. Houlihan Lokey is acting as financial advisor for the Ad Hoc Group of Senior Noteholders, and Davis Polk & Wardwell LLP is acting as legal advisor. RPA Advisors, LLC is acting as financial advisor to Wells Fargo Bank, as administrative agent for the RBL Lenders, and Orrick Herrington & Sutcliffe LLP is acting as legal advisor. LIFE PARTNERS: Ct. Upholds Denial of Relief Order vs Amicus Curiae ------------------------------------------------------------------ In the appeals case captioned AMICUS CURIAE HOLDERS OF FRACTIONAL INTEREST, Appellants, v. POSITION HOLDER TRUST OF THE REORGANIZED LIFE PARTNERS HOLDINGS, INC. et al., Appellees, Civil Case No. 4:18-cv-00209-O (N.D. Tex.), District Judge Reed O’Connor affirms the bankruptcy court's order finding that the parties were bound by a stipulation of compromise and denied all other relief requested outside of that stipulation. Life Partners Holdings Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code on Jan. 20, 2015. On Oct. 27, 2016, the Chapter 11 Trustee, Subsidiary Debtors and Committee, as Plan Proponents, filed their Joint Plan. The bankruptcy court entered its order confirming the plan on Nov. 1, 2016. Id. On Dec. 26, 2017--after a hearing over the disagreements and resulting informal mediation related to the joint plan--the bankruptcy court entered a stipulation resolving most disagreements between the parties. However, a few disputes remained. After considering briefing provided by the parties, the bankruptcy court resolved those disputes in its Feb. 7, 2018, Order by denying relief and finding the parties otherwise bound by the stipulation of compromise. On March 14, 2018, Appellant filed notice of this appeal. In the statement of issues--but not in the briefs--Appellant argues that the bankruptcy court would have benefited from hearing oral argument over the remaining disputes surrounding the stipulation. Appellee responds that the bankruptcy court exercised appropriate discretion when it denied oral argument because Appellant previously agreed to submit its remaining arguments "totally on the papers" and noted that "[n]o further hearing [was] required." Bankruptcy courts are afforded discretion to manage their docket. Within that discretion is the ability to decide whether or not to grant oral argument in matters—and on specific motions. And "(i)n assessing what process is due . . . substantial weight must be given to the good-faith judgments of the individuals charged by Congress with the administration of . . . programs that the procedures they have provided assure fair consideration of the . . . claims of individuals." Here, noting that Appellant originally agreed to waive oral argument, the Court finds the Bankruptcy Court did not abuse its discretion when it denied oral argument. Accordingly, the Court affirms the Bankruptcy Court's ruling. A copy of the Court's Memorandum Opinion and Order dated March 21, 2019 is available at https://bit.ly/2T8KgvV from Leagle.com. Amicus Curiae Holders of Fractional Interest, Appellant, represented by Kevin Stuart Wiley, Sr. , The Wiley Law Group PLLC & Kevin Stuart Wiley, Jr. , The Wiley Law Group PLLC. The Govering Trust Board of the Life Partners Position Holder Trust and the Life Partners Creditors' Trust, Appellee, represented by Joseph J. Wielebinski , Winstead PC, Dennis L. Roossien , Munsch Hardt Kopf & Harr PC & Jay Ong , Munsch Hardt Kopf & Harr PC. Mark X. Mullin, Bankruptcy Judge, pro se. Case Admin Sup, Notice Only, pro se. Michael J. Quilling, Trustee, represented by Linda S. LaRue , Quilling Selander Lownds Winslett & Moser PC. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The case was assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, served as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee was represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). MATTDOG INC: Seeks to Hire Vitolo & Associates as Accountant ------------------------------------------------------------ Mattdog, Inc. seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Vitolo & Associates, LLC as its accountant. The firm will review the Debtor's financial data and will assist in the preparation of cash flow projections, monthly operating reports, and tax returns. Vitolo & Associates will be paid at these hourly rates: Owner/CPA $190 to $225 Senior Accountants $125 Jr. Accountants $100 Paraprofessionals $75 Admin Services $50 The firm will be paid a retainer in the amount of $1,500 and will receive reimbursement for work-related expenses incurred. The firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates, according to court filings. Vitolo & Associates can be reached at: Vitolo & Associates, LLC 2130 Highway 35, Building B, Suite 224 Sea Girt, NJ 08750 Tel: (732) 974-7211 Fax: (732) 974-7219 About Mattdog, Inc. Mattdog, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 19-14805) on March 8, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Michael B. Kaplan. The Debtor hired Eugene D. Roth, Esq., as its bankruptcy attorney. MAYFLOWER COMMUNITIES: Sept. 17 Plan Confirmation Hearing --------------------------------------------------------- The First Amended Disclosure Statement explaining the First Amended Chapter 11 plan of liquidation of Mayflower Communities, Inc., is approved. The Confirmation Hearing is scheduled to be held before the Honorable Harlin D. Hale, United States Bankruptcy Judge for the Northern District of Texas, Courtroom 3, United States Bankruptcy Court, Earle Cabell Federal Building, 1100 Commerce Street, Fourteenth Floor, Dallas, TX 75254-1496, on September 17, 2019 at 9:00 a.m. (prevailing Central Time). Any objections to the Plan must be filed and served not later than 5:00 p.m. (prevailing Central Time) on September 4, 2019. The Debtor and any other parties in interest must file replies, if any, to objections to confirmation of the Plan by 5:00 p.m. (prevailing Central Time) on September 11, 2019. About Mayflower Communities Mayflower Communities, Inc. -- https://www.thebarringtonofcarmel.com/ -- operates The Barrington of Carmel a senior living retirement community in Carmel, Indiana. Mayflower provides nursing care, memory support, rehabilitation, retirement home, assisted living, and independent living. Mayflower Communities sought Chapter 11 relief (Bankr N.D. Tex. Case No. 19-30283) on Jan. 30, 2019, estimating $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Harlin DeWayne Hale oversees the case. DLA Piper LLP (US), led by Andrew Ball Zollinger and Thomas R. Califano, and Rachel Nanes, serve as the Debtor's counsel. The Debtor also tapped Ankura Consulting Group, LLC as restructuring advisor; Larx Advisors, Inc. as financial advisor; Cushman & Wakefield U.S., Inc. as investment banker; and Donlin Recano & Company, Inc. as claims agent. The Office of the Trustee appointed an official residents' committee on Feb. 11, 2019. The residents' committee tapped Neligan LLP as its legal counsel. MCDERMOTT INTERNATIONAL: S&P Cuts ICR to B- on Higher Cash OutFlow ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on McDermott International Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level ratings on McDermott's senior secured term loan to 'B' from 'B+' and its unsecured debt to 'CCC' from 'CCC+'. S&P said, "The downgrade reflects our expectation for higher cash outflows in 2019 than previous assumptions. McDermott's operating results in the second quarter of 2019 were weaker than expected and the company continued to incur costs on a number of its projects and some new awards bookings that have taken longer than expected. Also, some of the projects the company inherited with the Chicago Bridge & Iron Co. N.V. (CB&I) acquisition will likely be less profitable than previously assumed. In addition, some of the incentive payments the company is due to receive on its Cameron LNG project will likely come in 2020 rather than 2019. As such, free cash flow in 2019 will be more than negative $600 million, leaving little headroom in the rating for operational missteps or project delays. "The negative outlook on McDermott reflects our expectation for significant cash outflows in 2019, leaving little room for project delays or operational missteps at the current rating. "We could lower our rating on McDermott's liquidity becomes constrained, such that 2019 cash outflows are greater than we currently expect or 2020 cash flows remain negative. This could occur if, for example, project losses or project delays are larger than we expect. This could also occur if the company encounters unexpected integration challenges or cannot successfully execute its asset sales. "We could revise our outlook to stable if FOCF to adjusted debt improves significantly and turns sustainably positive and the company's liquidity cushion improves. This could occur if the company executes its contracts without any further major cost overruns or project losses, along with proceeds from pending asset sales to bolster liquidity." MELINTA THERAPEUTICS: Incurs $36.2-Mil. Net Loss in 2nd Quarter --------------------------------------------------------------- Melinta Therapeutics, Inc., filed with the Securities and Exchange Commission on Aug. 8, 2019, its quarterly report on Form 10-Q reporting a net loss of $36.18 million on $15.95 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $55.78 million on $12.02 million of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $62.71 million on $30.03 million of total revenue compared to a net loss of $85.21 million on $26.86 million of total revenue for the same period last year. As of June 30, 2019, the Company had $440.37 million in total assets, $298.70 million in total liabilities, and $141.66 million in total shareholders' equity. "Melinta's second quarter 2019 results were driven by accelerating product sales, disciplined financial stewardship, and improved operational efficiencies. We continue to make strides towards expanding the market for our product portfolio with the potential approval of Baxdela (delafloxacin) for community-acquired bacterial pneumonia (CABP) and have enrolled more than half of the target study population in a clinical study evaluating a shorter infusion time formulation of Orbactiv (oritavancin) for the treatment of adult patients with acute bacterial skin and skin structure infections (ABSSSI)," said John H. Johnson, chief executive officer of Melinta. "We also applaud the recent and final ruling from the Centers for Medicare & Medicaid Services (CMS) to increase the new technology add-on payment, or NTAP, for Vabomere (meropenem and vaborbactam) from 50 to 75 percent for the fiscal year 2020, which will be effective October 1, 2019," Johnson added. "We are encouraged with the progress we have made toward our financial stewardship goals and product sales revenue growth. However, we continue to face significant risk relative to near-term compliance with the Company's financial commitments and covenants under its credit and convertible notes facilities. We are working diligently to negotiate with our creditors to navigate a path forward to continue executing against our strategy to provide effective antibiotics for patients in need," said Peter Milligan, chief financial officer of Melinta. Second Quarter 2019 Financial Results Revenue from product sales was $13.8 million in the second quarter of 2019, up 51 percent from the second quarter of 2018. Revenue from product sales was $25.6 million for the six-month period ended June 30, 2019, up 22 percent1 from $21.0 million reported in the six-month period ended June 30, 2018. Cost of goods sold (COGS) was $8.6 million and $11.0 million, respectively, for the three-month periods ended June 30, 2019 and 2018, respectively, including $4.1 million and $3.5 million of non-cash amortization of intangible assets. For the six-month periods ending June 30, 2019 and 2018, COGS was $16.0 million and $18.7 million, respectively, including $8.2 million of non-cash amortization of intangible assets in each period. Research and development expenses were $3.5 million and $15.8 million, respectively, for the three-month periods ended June 30, 2019 and 2018, and $8.9 million and $31.9 million, respectively, for the six-month periods ended June 30, 2019 and 2018. For both the three- and six-month periods ended June 30, 2019, R&D expenses decreased year-over-year primarily as a result of the completion of the Company's Phase 3 study for Baxdela in CABP as well as winding down its early research and discovery programs, which was completed in March 2019. Selling, general and administrative expenses were $30.9 million and $34.9 million, respectively, for the three-month periods ended June 30, 2019 and 2018, and $56.9 million and $69.6 million, respectively, for the six-month periods ended June 30, 2019 and 2018. For both the three- and six-month periods ended June 30, 2019, SG&A expenses decreased year-over-year primarily as a result of the cost-cutting measures the Company initiated in the fourth quarter of 2018. The Company ended the quarter with $90.3 million of cash and cash equivalents. The Company has not provided any financial guidance for the full-year 2019. Recent Portfolio Updates * CMS released the final rule for the 2020 Hospital Inpatient Prospective Payment Systems for Acute Care Hospitals and has increased the NTAP for Vabomere, from 50 to 75 percent for the fiscal year 2020, which is effective Oct. 1, 2019 * The U.S. Food and Drug Administration (FDA) accepted for priority review a supplemental New Drug Application (sNDA) for Baxdela seeking to expand the current indication to include adult patients with community-acquired bacterial pneumonia (CABP); the FDA has assigned a Prescription Drug User Fee Act (PDUFA) action date (proposed review deadline) of Oct. 24, 2019 * In July, the Company commenced enrollment in a Phase 1 study to evaluate the pharmacokinetics and safety of a new formulation of Orbactiv versus the approved formulation in subjects with ABSSSI; the new formulation aims to reduce infusion time from three hours to one hour * The World Health Organization (WHO) added Vabomere (meropenem and vaborbactam) to its Essential Medicines List for its ability to target multidrug-resistant infections caused by pathogens deemed a "critical priority" by the WHO, including carbapenem-resistant Enterobacteriaceae * The Company's partners in Latin America sold the first commercial product of Baxdela outside of the United States in Uruguay Upcoming Potential Catalysts * FDA approval for Baxdela for the treatment of CABP in adults by Oct. 24, 2019 * European Commission approval decision for delafloxacin (to be marketed under the brand name Quofenix) for ABSSSI * Country approvals for Baxdela in South America and Central America A full-text copy of the Form 10-Q is available for free at: https://is.gd/GvEutE About Melinta Therapeutics New Haven, Connecticut-based Melinta Therapeutics, Inc. -- http://www.melinta.com/-- is a commercial-stage pharmaceutical company focused on discovering, developing and commercializing differentiated anti-infectives for the hospital and select non-hospital, or community, settings that address the need for effective treatments for infections due to resistant gram-negative and gram-positive bacteria. The Company currently market four antibiotics to treat a variety of infections caused by these resistant bacteria. Melinta reported a net loss available to common shareholders of $157.2 million for the year ended Dec. 31, 2018, compared to a net loss available to common shareholders of $78.17 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $470.4 million in total assets, $293.9 million in total liabilities, and $176.5 million in total shareholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company's recurring losses from operations and its need to obtain additional capital raise substantial doubt about its ability to continue as a going concern. MEYZEN FAMILY: Trustee Hires Klestadt Winters as General Counsel ---------------------------------------------------------------- Fred Stevens, Chapter 11 trustee for Meyzen Family Realty Associates, LLC and La Cremaillere Restaurant Corp., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Klestadt Winters Jureller Southard & Stevens, LLP as his general counsel nunc pro tunc to July 25, 2019. The trustee requires the firm to: a. advise on issues involving the operation of the Debtors in chapter 11; b. analyze all agreements between the Debtors and their secured lenders, trade vendors, and other creditors, and render advice with respect to same; c. meet with management, creditors, owners, contract parties and other principal parties in the cases; d. assist in the determination, creation, drafting, negotiation and seeking approval of the most optimal and expedient exit strategy for the Debtors; e. investigate with the trustee's financial advisor the Debtors' assets and financial affairs and determine whether there are assets and/or claims against third parties that can be administered for the benefit of the estates and their creditors; f. review, analyze and respond, as necessary, to all applications, motions, orders, and statements, filed with the Court in these cases; g. represent the trustee at all hearings and other proceedings before this Court or any other court; and h. perform such legal services as may be required or deemed to be in the interest of the trustee in accordance with his powers and duties under the Bankruptcy Code. Klestadt's current hourly rates are: Partners $525 to $750 Associates $275 to $475 Paralegals $175 Sean C. Southard $625 Fred Stevens $625 Sean Southard, Esq., a partner at Klestadt, attests that the firm is "disinterested", as that term is defined in Section 101(14)of the Bankruptcy Code. The firm can be reached through: Sean C. Southard, Esq. Christopher Reilly, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: ssouthard@klestadt.com creilly@klestadt.com About Meyzen Family Realty Meyzen Family Realty Associates, LLC owns a property located at 46 BedfordBanksville Road, Bedford, N.Y., from which La Cremaillere Restaurant Corp. as lessee operates its business. The company valued the property at $2.8 million. Meyzen sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23419) on Sept. 13, 2018. La Cremaillere filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22823) on April 17, 2019. At the time of the filing, Meyzen disclosed $2.8 million in assets and $1.45 million in liabilities. La Cremaillere disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Robert D. Drain oversees the cases. The Debtors tapped Bruce H. Bronson Jr., Esq., at Bronson Law Offices, P.C., as their counsel. MEYZEN FAMILY: Trustee Taps Ryniker Consultant as Financial Advisor ------------------------------------------------------------------- Fred Stevens, Chapter 11 trustee for Meyzen Family Realty Associates, LLC and La Cremaillere Restaurant Corp., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Ryniker Consultants, LLC as his financial advisor nunc pro tunc to July 25, 2019. The trustee requires Ryniker to: a. attend meetings and conferences with the trustee, Debtors, creditors, and their respective attorneys, as requested; b. assist the trustee on the preparation of monthly operating reports, as required by the local rules of the Court, and the United States Trustee's guidelines; c. assist the trustee on the preparation of a cash flow budget, cash management and distribution of funds, as requested; d. perform an investigation and analyses of potential claims and recoveries, including analyzing transactions with vendors, insiders, former management, and related and/or affiliated companies, both subsequent and prior to the Debtors' commencement of their bankruptcy cases; e. provide litigation support to the trustee in connection with litigation that might be commenced by him to avoid and recover assets of the estate or pursue claims; f. assist in the liquidation or sale of the Debtors' businesses and assets, as determined by the trustee; g. assist the trustee and his information technology professionals with management of intellectual property and related contracts; h. assist in the preparation of the Federal, State, and Local tax returns and requisite disclosures on behalf of the trustee and the Debtors' estates as requested; i. reconcile filed proofs of claim and claims against the Debtors' estates; j. prepare plans of reorganization or liquidation of assets as determined by the trustee; k. perform services necessary to preserve and maximize the value of the assets of the Debtors' estates as requested by the trustee. The current hourly rates charged by Ryniker for professional services range between $250 per hour for junior professionals and $350 per hour for Brian Ryniker, the firm's accountant who will be providing the services. Mr. Ryniker attests that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Ryniker, CPA Ryniker Consultants LLC Nassau County, NY Email: brian@rynikerllc.com About Meyzen Family Realty Meyzen Family Realty Associates, LLC owns a property located at 46 BedfordBanksville Road, Bedford, N.Y., from which La Cremaillere Restaurant Corp. as lessee operates its business. The company valued the property at $2.8 million. Meyzen sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23419) on Sept. 13, 2018. La Cremaillere filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-22823) on April 17, 2019. At the time of the filing, Meyzen disclosed $2.8 million in assets and $1.45 million in liabilities. La Cremaillere disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Robert D. Drain oversees the cases. The Debtors tapped Bruce H. Bronson Jr., Esq., at Bronson Law Offices, P.C., as their counsel. MIAMI METALS I: Files Chapter 11 Plan of Liquidation ----------------------------------------------------- Miami Metals I, Inc., et al., formerly known as Republic Metals Refining Corporation, and its debtor affiliates filed a joint Chapter 11 plan of liquidation and accompanying Disclosure Statement. Class 4: General Unsecured Claims are impaired. Each holder of an allowed General Unsecured Claim shall receive, in full satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, interests in the Litigation Trust commensurate with the dollar value of their Allowed General Unsecured Claims on a 1 Trust Unit per $1,000 in General Unsecured Claim amount. Holders of Allowed General Unsecured Claims shall receive their pro rata share of Litigation Recoveries available after the payment in full of all Allowed 503(b)(9) Claims, except as provided for in the GUC Sharing Formula. Class 3: Secured Party Claims are impaired. the Secured Parties shall receive on account of and in full and complete settlement, release and discharge of, their Allowed Secured Party Claim, their pro rata share of (i) the consideration previously provided under the Settlement Agreement and the Cash Collateral Orders, (ii) funds in the Ownership Reserve that exceed the aggregate face amount of outstanding Title Property Claims, and (iii) any unused portion of the Priority Reserves. Class 5: Convenience Claims are impaired. Each Holder of an Allowed Convenience Claim shall receive, in full and final satisfaction of such Claim a distribution in cash equal to the lesser of (i) the amount of the Holder's Allowed Convenience Claim or (ii) $2,500,on the Initial Distribution Date for the Litigation Trust. Class 6: Intercompany Claims. On the Effective Date, all intercompany claims shall be deemed eliminated, cancelled and/or extinguished, except as otherwise provided for in the Plan. Class 7: Subordinated Claims. On the Effective Date, all Subordinated Claims shall be deemed eliminated, cancelled and/or extinguished and each holder thereof shall not be entitled to, and shall not receive or retain, any property under the Plan on account of such Subordinated Claims. Class 8: Intercompany Interests and Interests in Miami Metals I, Inc. and Miami Metals II, Inc. On the Effective Date, all interests in Miami Metals I, Inc. and Miami Metals II, Inc. shall be cancelled and each holder thereof shall not be entitled to, and shall not receive or retain, any property or interest in property under the Plan on account of such interests. Cash payments made pursuant to the Plan shall be in U.S. funds, by the means agreed to by the payor and the payee, including by check or wire transfer, or, in the absence of an agreement, such commercially reasonable manner as the Litigation Trustee shall determine in its sole discretion. Because the Plan provides for the orderly liquidation of all of the assets of the Debtors and their Estates, the Debtors believe that the Plan satisfies this requirement to the extent it is applicable. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/y56zplgu from PacerMonitor.com at no charge. Attorney for the Debtors: John E. Mitchell, Esq. Yelena Archiyan, Esq. AKERMAN LLP 2001 Ross Avenue, Ste. 3600 Dallas, TX 75201 Tel.: (214) 720-4300 Fax: (214) 981-9339 -- and -- Andrea S. Hartley, Esq. Joanne Gelfand, Esq. Esther A. McKean, Esq. Katherine C. Fackler, Esq. AKERMAN LLP 98 Southeast Seventh Street, Ste. 1100 Miami, FL 33131 Tel.: (305) 374-5600 Fax: (305) 374-5095 About Miami Metals I Founded in 1980, Republic Metals Refining Corporation and its affiliates are refiner of precious metals with a primary focus on gold and silver. They have the capacity to produce approximately 80 million ounces of silver and 350 tons of gold, along with over 55 million pieces of minted products per annum. Suppliers ship unrefined gold and silver to Republic for refining from all over the United States and the Western Hemisphere. They provide their products and services to a diverse base of global mining corporations, financial institutions and jewelry manufacturers. Republic Metals Refining, Republic Metals Corporation and Republic Carbon Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on Nov. 2, 2018. Republic Metals Refining Corporation is now known as Miami Metals I, Inc.; Republic Metals Corporation as Miami Metals II, Inc.; and Republic Carbon Company as Miami Metals III LLC. In the petition signed by CRO Scott Avila, Republic Metals Refining estimated assets of $1 million to $10 million and liabilities of $100 million to $500 million. The Debtors tapped Akerman LLP as their legal counsel; Paladin Management Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. MINESEN COMPANY: Seeks Court Approval to Hire Accountant -------------------------------------------------------- The Minesen Company seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire an accountant. In an application filed in court, the Debtor proposes to employ Peter Matsumoto, a certified public accountant, to assist in the preparation of financial reports and provide bookkeeping and accounting advice. The accountant charges an hourly fee of $220 for his services. Mr. Matsumoto neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. Mr. Matsumot maintains an office at: Peter K. Matsumoto P.O. Box 26479 Honolulu, HI 96825 Phone: (808) 843-1649 About The Minesen Company The Minesen Company -- http://www.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, is the Debtor's counsel. MR. COOPER: S&P Alters Outlook to Negative on Rising Leverage ------------------------------------------------------------- S&P Global Ratings revised its outlook on Mr. Cooper Group Inc. (COOP) to negative from stable. At the same time, S&P affirmed the long-term issuer credit and unsecured debt ratings at 'B' and revised its recovery rating on the unsecured notes to '4' from '3', indicating its expectation of an average (45%) recovery in the event of default. For the six months ending June 2019, COOP reported $524 million of mortgage servicing right (MSR) valuation markdowns because of falling interest rates and rising prepayment speed assumptions. Consequently, debt to tangible equity rose to 1.95x from 1.05x from a year ago. Because of unfavorable MSR marks, the company has reported a net loss for first half of 2019, which lead to deferred tax assets (DTA) rising to $1.05 billion from $967 million as of year-end 2018. If S&P was to exclude DTAs, which generally can only be realized if the company reports taxable income, the company's debt to tangible equity would be 6.75x, compared with 3.25x in December 2018. S&P said, "The negative outlook reflects our expectation that debt to EBITDA and EBITDA interest coverage will remain around 6.0x and 2.0x, respectively, over the next 12 months. We also expect debt to tangible equity will remain between 2.0x and 2.5x on a sustained basis and that the company will maintain its market position as the largest nonbank mortgage servicer. "We could lower the ratings over the next 12 months if we expect debt to EBITDA to remain above 6.5x and EBITDA coverage to approach 1.5x on a sustained basis. We could also lower the ratings if we expect debt to tangible equity will rise above 2.5x on a sustained basis. Although less likely, we could also lower our rating if the firm discloses significant regulatory or compliance failures that affect its operating profitability or market position." "We could revise our outlook to stable over the next 12 months if leverage reduces below 6.5x, debt to tangible equity declines below 2.0x, and EBITDA coverage stays above 2.0x on a sustained basis. An upgrade is unlikely over the near term." NATURAL HEALTH FARM: Has $619,000 Net Loss for June30 Quarter 2018 ------------------------------------------------------------------ On Aug. 9, 2019, Natural Health Farm Holdings Inc. filed its quarterly report on Form 10-Q/A, disclosing a net loss of $618,536 on $274,474 of total revenues for the three months ended June 30, 2018, compared to a net loss of $25,790 on $0 of total revenues for the same period in 2017. At June 30, 2018, the Company had total assets of $1,053,918, total liabilities of $595,415, and $458,503 in total shareholders' equity. The Company has generated small revenues and has sustained cumulative operating losses since July 10, 2014 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and affiliates, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company recorded a total comprehensive loss of $650,679 from October 1, 2017 to June 30, 2018 and has an accumulated deficit of $766,884 as of June 30, 2018. These factors, among others, raise a substantial doubt regarding the Company's ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. A copy of the Form 10-Q/A is available at: https://is.gd/3HhARo Natural Health Farm Holdings Inc., a development stage company, operates as a biotechnology company that focuses on developing healthcare eco-system based on natural or naturopathic products. The company was formerly known as Amber Group, Inc. and changed its name to Natural Health Farm Holdings Inc. in March 2017. Natural Health Farm Holdings Inc. was founded in 2014 and is based in Orlando, Florida. NCR CORP: S&P Rates New $1BB Senior Unsecured Notes 'BB' -------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to NCR Corp.'s proposed $1 billion senior unsecured notes due in 2027 and 2029. The recovery rating is '4', indicating S&P's expectations for average recovery (30%-50%; rounded estimate 30%) in the event of a payment default. S&P expects the company to use the net proceeds (along with a concurrent Term Loan B issuance) to refinance its existing credit facilities and senior unsecured notes ($500 million 4.625% notes due 2021 and $400 million 5.875% notes due 2021). While leverage at 6.1x (at June 30, 2019) is elevated currently, S&P expects it to improve through the end of this year as benefits from recent restructuring efforts are realized and related expenses roll off. NCR provides hardware, software, and service solutions to financial institutions and corporations that enable businesses or people to receive payments, withdraw cash, and utilize industry-focused software and payment processing. Banking represented 50% of 2018 revenues, retail 33%, and hospitality 12%, out of a total of $6.4 billion. NEP/NCP HOLDCO: Moody's Lowers CFR to B3, Outlook Stable -------------------------------------------------------- Moody's Investors Service downgraded NEP/NCP Holdco, Inc's Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, senior secured 1st lien credit facilities to B2 from B1 and senior secured 2nd lien term loan to Caa2 from Caa1. The outlook for NEP/NCP Holdco, Inc and NEP Europe Finco B.V. is stable. On Thursday August 8th, NEP announced it would borrow an incremental $100 million equivalent of Euro-denominated senior secured 1st lien term loan via NEP Europe Finco B.V. to be used towards acquisitions. RATINGS RATIONALE "Moody's expectations for negative free cash flow in 2019 due to lower operating performance than originally forecasted at the time of recapitalization and high capital expenditures, as well as its anticipation of further debt-funded M&A, drive the ratings downgrades," said Alina Khavulya, Moody's Senior Analyst. NEP's B3 CFR reflects Moody's expectations for sustained leverage above 6x and no free cash flow until 2020 on an annual basis. Financial performance for the LTM period ending June 2019 was hampered by a miss in earnings from certain acquisitions that have not closed as planned by NEP at the time of its recapitalization in October 2018 as well as a miss on organic growth in Australia. Continued negative free cash flow in 2019 is driven by the substantial capital spending needed to maintain and win new contracts for NEP, mitigated by near-term earnings gains that will not fully offset investment needs required to grow and maintain NEP's business. Moody's expects that the company could be able to reduce some of its capital expenditure needs in an event that its revenue declines. Moody's expectation for leverage remaining above 6x reflects NEP's aggressive debt-funded growth strategy. Moody's believes that heavy investments to service existing and new contracts and pursue acquisitions is an ongoing credit concern because it constrains the company's ability to reduce financial leverage through debt repayment. NEP's financial sponsor ownership further constrains the rating via increased likelihood of leveraging events, such as dividends. The rating is supported by NEP's contractual revenue base, leading position within the niche outsourced media sector and its ability to successfully integrate acquisitions while continuing to expand its portfolio of service offerings. All financial metrics cited reflect Moody's standard adjustments. Moody's considers NEP's liquidity adequate. Expectations for negative free cash flow results in ongoing reliance on its $250 million revolver. Moody's expects $170 million of the revolver will be available as of June 30, 2019, pro forma for the proposed incremental term loan, but notes that negative free cash flow due to ongoing capital expenditure needs over the next 12 months and M&A will reduce revolver availability until free cash flow turns positive, likely in 2020. The stable rating outlook reflects Moody's expectations for debt-to-EBITDA to remain at or above 6x as NEP continues to pursue debt-funded acquisitions and for some free cash flow in 2020. A downgrade could occur if NEP experiences diminished revenue, reduced margins or if EBITDA growth does not keep pace with further incremental debt raises, with increasing liquidity constraints. Free cash flow remaining negative, weak EBITDA less capital expenditures-to-interest coverage equal to or less than 1x EBITDA and limited availability under the revolving credit facility may also result in a downgrade. An upgrade would require profitable growth leading to debt-to-EBITDA sustained below 6x, free cash flow-to-debt of at least 5%, and adequate liquidity. A commitment to balanced financial strategies would also be important in evaluating a potential rating upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Downgrades: Issuer: NEP Europe Finco B.V. Gtd Senior Secured 1st lien Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Issuer: NEP/NCP Holdco, Inc Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Gtd Senior Secured 1st lien Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Gtd Senior Secured 1st lien Multi Currency Revolving Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Gtd Senior Secured 2nd lien Term Loan, Downgraded to Caa2 (LGD6) from Caa1 (LGD6) Outlook Actions: Issuer: NEP Europe Finco B.V. Outlook, Remains Stable Issuer: NEP/NCP Holdco, Inc Outlook, Remains Stable NEP/NCP Holdco, Inc, based in Pittsburgh, PA and owned primarily by affiliates of the Carlyle Group, provides outsourced media services necessary for the delivery of live broadcast of sports and entertainment events to television and cable networks, television content providers, and sports and entertainment producers. Its major customers include television networks such as ESPN, and key events it supports include the Super Bowl, the Olympics and sporting events such as Major League Baseball and Sky and Scottish Premier League football, as well as entertainment shows such as American Idol and The Voice. NEW MEDIA: S&P Places 'B+' Issuer Credit Rating on Watch Negative ----------------------------------------------------------------- S&P Global Ratings placed all of its ratings on newspaper publisher New Media Investment Group Inc., including its 'B+' issuer credit rating, on CreditWatch with negative implications. The CreditWatch placement follows the company's announcement that it will acquire Gannett Co. Inc. in a cash and stock transaction, which it expects to close by the end of 2019. The transaction is subject to regulatory and shareholder approval. New Media expects to fund the transaction with a new $1.79 billion term loan, which it will use to cover the cash purchase price and refinance the outstanding debt on both companies' balance sheets. Upon closing, S&P expects to withdraw its ratings on New Media's existing debt following the company's full repayment. S&P expects the combined company's pro forma leverage to increase to the low-5x area in 2020 because of the transaction (from the low-3x area for the 12 months ended March 31, 2019), which is above the rating agency's 3.5x downside threshold for the current rating. The rating agency expects the company to reduce its leverage as it achieves the expected synergies from the combination and repays debt with its discretionary cash flow. However, S&P does not expect that the combined company will realize the majority of its synergies and materially repay its debt until 2021 at the earliest. Furthermore, the company will remain somewhat vulnerable to meaningful declines in its circulation and advertising revenue if overall economic conditions deteriorate following the consummation of the acquisition. "The CreditWatch negative placement reflects that we will likely lower our rating on New Media by one notch to 'B' if the acquisition closes to reflect the increase in its leverage, the related integration and execution risks, and the continued secular decline in print readership and advertising revenue," S&P said, adding that it expects that the company's leverage will likely decline from the low-5x area in 2020 (pro forma for the acquisition) but likely remain between 3.5x and 4.5x through 2021. "While unlikely, we could lower our rating on New Media by two notches to 'B-' upon the close of the acquisition if industry conditions and the performances of each of the companies decline materially such that we expect the combined entity's leverage to remain above 4.5x for a prolonged period. We expect to resolve the CreditWatch placement when the transaction closes, likely by the end of 2019," S&P said. Alternatively, if the acquisition does not close, S&P would reassess its ratings on New Media. "We could lower our rating if its stand-alone operating performance declines such that we expect its leverage to increase to 3.5x or above and its discretionary cash flow to debt to remain below 5%," the rating agency said. NOVASOM INC: Hires Kurtzman Steady as Bankruptcy Co-Counsel ----------------------------------------------------------- NovaSom, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Kurtzman Steady, LLC as co-counsel with Dilworth Paxson LLP, the other firm handling its Chapter 11 case. NovaSom requires Kurtzman Steady to: (a) advise the Debtor regarding matters pertaining to the administration of the case; (b) assist the Debtor in connection with the sale of all or substantially all of its assets pursuant to Section 363 of the Bankruptcy Code; (c) assist the Debtor in obtaining approval for the use of cash collateral; and (d) propose and confirm a plan of reorganization. Kurtzman Steady will be paid at these hourly rates: Jeffrey D. Kurtzman, Esq. $480 Maureen P. Steady, Esq. $350 In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Jeffrey Kurtzman, Esq., disclosed that: -- Kurtzman Steady has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for its employment with the Debtor; -- no professional at Kurtzman Steady has varied his rate based on the geographic location of the Debtor's bankruptcy case; -- the billing rates and material terms of Kurtzman Steady's pre-bankruptcy engagement are the same as the terms of its proposed employment with the Debtor; and -- the Debtor approved or will be approving a prospective budget and staffing plan for Kurtzman Steady's employment for the post-petition period, as appropriate. The firm does not represent any interest adverse to the Debtor, creditors or any other "party-in-interest," according to court filings. The firm can be reached through: Jeffrey D. Kurtzman, Esq. Kurtzman Steady, LLC 401 South 2nd Street, Suite 200 Philadelphia, PA 19147 Tel: (215) 839-1222 (215) 883-1600 E-mail: Kurtzman@kurtzmansteady.com About NovaSom Inc. Based in Glen Burnie, Maryland, NovaSom, Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Del. Case No. 19-11734) on August 2, 2019. At the time of the filing, the Debtor had estimated assets of between $1,000,001 and $10 million and liabilities of between $10,000,001 and $50 million. Yonit A. Caplow, Esq., at Dilworth Paxson LLP, represents the Debtor as counsel. NOVASOM INC: Seeks to Hire Dilworth Paxson as Counsel ----------------------------------------------------- NovaSom, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Dilworth Paxson LLP as its legal counsel. NovaSom requires Dilworth Paxson to: a. provide legal advice with respect to its powers and duties; b. prepare on behalf of the Debtor all necessary pleadings, motions, applications, complaints, answers, responses, orders, United States Trustee reports, and other legal papers; c. represent the Debtor in any matter involving negotiations or disputes with secured or unsecured creditors, including the claims reconciliation process; d. negotiate, prepare and implement a plan of reorganization; and e. perform all other legal services for the Debtor which may be necessary in order to bring its bankruptcy case to a successful resolution. Dilworth's current standard hourly rates are: Peter Hughes, Partner $655 Yonit Caplow, Associate $355 Christine Chapman-Tomlin, Paralegal $225 The firm does not represent any interest adverse to the Debtor, creditors or any other "party-in-interest," according to court filings. The firm can be reached through: Peter C. Hughes Dilworth Paxson LLP One Customs House - Suite 500 704 King Street Wilmington, DE 19801 Tel:302-571-9800 Email: phughes@dilworthlaw.com About NovaSom Inc. Based in Glen Burnie, Maryland, NovaSom, Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Del. Case No. 19-11734) on August 2, 2019. At the time of the filing, the Debtor had estimated assets of between $1,000,001 and $10 million and liabilities of between $10,000,001 and $50 million. Yonit A. Caplow, Esq., at Dilworth Paxson LLP, represents the Debtor as counsel. NOVASOM INC: Seeks to Hire Donlin Recano as Claims Agent -------------------------------------------------------- NovaSom, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Donlin Recano & Company as the official claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtor's Chapter 11 case. The firm's hourly rates for professional services are: Executive Staff No charge Senior Bankruptcy Consultant $175 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 Donlin is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Nellwyn Voorhies Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 Phone: 212-481-1411 About NovaSom Inc. Based in Glen Burnie, Maryland, NovaSom, Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Del. Case No. 19-11734) on August 2, 2019. At the time of the filing, the Debtor had estimated assets of between $1,000,001 and $10 million and liabilities of between $10,000,001 and $50 million. Yonit A. Caplow, Esq., at Dilworth Paxson LLP, represents the Debtor as counsel. NOVASOM INC: Taps Sherwood Partners as Financial Advisor -------------------------------------------------------- NovaSom, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to hire Sherwood Partners as its restructuring consultant and financial advisor. Sherwood as financial advisor will explore financial restructuring options for the Debtor in connection with its Chapter 11 case. Among other things, the firm will assist the Debtor in soliciting and evaluating higher, better or competing bids to acquire all or a portion of its assets, ensure an orderly and efficient transition of its pre-bankruptcy operations during its Chapter 11 case, and respond to inquiries and other requests for information from the Debtor's suppliers and customers. The firm will also assist the Debtor in preparing its schedules of assets and liabilities, statement of financial affairs and monthly operating reports. Sherwood's hourly rates are: David Johnson, CFA, Senior Managing Director $550 Georgiana Nertea, Senior Vice President $400 Other Sherwood personnel $350 The Debtor has paid Sherwood a $60,000 retainer. David Johnson, senior managing director of Sherwood, attests that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David M. Johnson, CFA Sherwood Partners Inc. 3945 Freedom Circle, Suite 560 Santa Clara, CA 95054 Phone: 650-454-8001 Fax: 650-454-8040 About NovaSom Inc. Based in Glen Burnie, Maryland, NovaSom, Inc. filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (Bankr. D. Del. Case No. 19-11734) on August 2, 2019. At the time of the filing, the Debtor had estimated assets of between $1,000,001 and $10 million and liabilities of between $10,000,001 and $50 million. Yonit A. Caplow, Esq., at Dilworth Paxson LLP, represents the Debtor as counsel. NULEAN INC: Sept. 25 Plan Confirmation Hearing ---------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Nulean, Inc., is conditionally approved. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on September 25, 2019 at 10:00 a.m. in Tampa, FL − Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. Any written objections to the Disclosure Statement must be filed and served no later than seven (7) days prior to the date of the hearing on confirmation. Objections to confirmation must be filed and served no later than seven (7) days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Nulean, Inc. Nulean Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02176) on March 14, 2019. The petition was signed by Tadeuz Sztykowski, president. At the time of the filing, the Debtor had estimated assets and liabilities of less than $100,000. The case is assigned to Judge Michael G. Williamson. The Debtor tapped Cole & Cole Law, P.A. as legal counsel and K Company Realty LLC as real estate broker. No committee of unsecured creditors has been appointed in the Debtor's case. OHIO VALLEY: Moody's Alters Outlook on $22MM Bonds to Stable ------------------------------------------------------------ Moody's Investors Service has affirmed Ohio Valley General Hospital's, PA Caa1, affecting $22 million of outstanding bonds. The outlook has been revised to stable from negative. RATINGS RATIONALE Affirmation of the Caa1 reflects the recently executed affiliation agreement with Heritage Valley Health System, PA (HVHS) that provides OVGH with strategic and operational support from a significantly larger and more complex health system and a sizeable financial pledge to the organization. The positive attributes of the affiliation are balanced against further rapid decline in operating performance and liquidity, continued cashflow losses and a heavy dependency on investment income, which is volatile given high exposure to equities, to meet financial covenants and support operations. RATING OUTLOOK The stable outlook incorporates its expectation that FY 2020 operations will improve from 2019 levels with the further integration and investment of HVHS. FACTORS THAT COULD LEAD TO AN UPGRADE - Material and sustained multi-year improvement in operating margins and liquidity - Improved leverage metrics FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to meaningfully improve and maintain operating performance during fiscal 2020 - Failure to meet covenants or a further reduction in headroom to covenants that increases risk of acceleration LEGAL SECURITY Payments of principal and interest on the Series 2005 Bonds are secured by the gross revenues of the Obligated Group together with a lien on, and security interest in, substantially all property and equipment. The Obligated Group consists of the Hospital including The Residence at Willow Lane, The Residence at Willow Heights, Willow Brook, and Pathways. PROFILE OVGH is a community hospital in Kennedy Township, Pennsylvania, serving Pittsburgh's western suburbs. The system is comprised of an 124-bed acute care hospital, two senior living facilities, a School of Nursing, a School of Radiography and various outpatient facilities. On January 1st, 2019, OVGH was acquired by Heritage Valley Health System, PA. Heritage Valley Health System serves a broad 75 mile service area of greater Pittsburgh that includes: Allegheny, Beaver, Butler, and Lawrence counties, in Pennsylvania; eastern Ohio; and the panhandle of West Virginia. Heritage Valley offers a broad range of medical, surgical and diagnostic services at two hospital campuses, Beaver (285 licensed beds) and Sewickley (176 licensed beds). The system is also comprised of a large employed physician group (180 physicians), various satellite facilities, physician offices and convenient care clinics. OPTION CARE: S&P Hikes ICR to 'B-'; Rating Off Watch Positive ------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Option Care Health Inc., formerly known as BioScrip Inc., to 'B-' from 'CCC+' and removed the rating from CreditWatch, where it was placed with positive implications on March 20, 2019. The outlook is stable. S&P also assigned a final 'B-' issue-level rating and '3' recovery rating on the company's proposed $925 million first-lien term loan B. The asset-based lending (ABL) revolver and the secured second-lien notes will not be rated at the issuers' request. The rating actions follow the successful merger of BioScrip and HC Group Holdings III Inc. (d/b/a Option Care), with publicly traded BioScrip, renamed as Option Care Health, Inc., remaining as the parent entity of the combined group. The all-stock merger of highly leveraged BioScrip and HC Group Holdings III has closed. S&P's 'B-' rating on the combined entity reflects its expectation that the company will have a leading market position in the fragmented U.S. home infusion services market, about a 21% share. The rating agency expects mid-single-digit percentage revenue growth and modest free cash flow generation over time, despite high leverage of 7.5x-8x for 2020 and considerable integration risk. The stable rating outlook reflects S&P's expectation that Option Care Health will manage through the integration, given management's experience, and achieve synergies. Additionally, S&P expects the company will generate mid-single-digit percentage revenue growth stemming mainly from its specialty segment. The rating agency also expects good demand for Option Care Health's services given the favorable shift to a low cost-of-care setting. It expects adjusted leverage to remain 7x-8x pro forma for the combination. "We could lower the rating if margin pressure or difficulty with the integration result in material and sustained cash flow deficits, which could lead us to conclude that the capital structure has become unsustainable," S&P said. "We could raise the rating if, within the next 12 months, we gain confidence that the combined company will bring adjusted leverage below 7x and consistently generate significant free cash flows, such that free operating cash flow to debt will be at least 2.5%. This could occur over time from material EBITDA margin expansion, helped by operating leverage, and the achievement of planned cost synergies," S&P said. P-D VALMIERA GLASS: Seeks Court Approval to Hire OCPs ----------------------------------------------------- P-D Valmiera Glass USA Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire professionals used in the "ordinary course" of business. The Debtor also proposes to pay the OCPs, without application to the court, 100 percent of the fees and expenses incurred after the petition date. The request, if granted by the court, would allow the Debtor to hire these OCPs without having to file separate employment applications: (1) Arnall Golden Gregory LLP 171 17th St. NW, Suite 2100 Atlanta, GA 30363 (2) Nichols, Cauley & Associates, LLC 1300 Bellevue Avenue Dublin, GA 31021 (3) Sergey V. Makarov Law Offices of Sergey V. Makarov 14500 Bustleton Ave., Suite 204 Philadelphia, PA 19116 Nichols Cauley will provide tax and other accounting services to the Debtor at hourly rates ranging from $100 to $325. Meanwhile, the two other OCPs will provide legal services to the Debtor relating to immigration. Arnall Golden's billing rates range from $130 to $300 per hour for paralegals and from $275 to $525 per hour for attorneys. The firm charges flat fees ranging from $2,250 to $5,000 depending on the project. Sergey V. Makarov charges $450 per hour, with a cap of $3,000 for each PERM Labor Certification. About P-D Valmiera Glass USA Corp. P-D Valmiera Glass USA Corp. -- http://www.valmiera-glass.com/-- manufactures fiberglass and fiberglass products. P-D Valmiera Glass USA sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-59440) on June 17, 2019. At the time of the filing, the Debtor estimated assets of between $100 million and $500 million and liabilities of the same range. The is assigned to Judge Paul W. Bonapfel. The Debtor is represented by Scroggins & Williamson, P.C. PARADIGM TELECOM: Sept. 11 Hearing on Disclosure Statement ---------------------------------------------------------- The hearing to simultaneously to consider the approval of the disclosure statement and confirmation of the Chapter 11 Plan of Paradigm Telecom II, LLC, will be held on September 11, 2019 at 2:00 o'clock p.m. September 6, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement and to the Plan. September 6, 2019 is fixed as the last day for filing written acceptances or rejections of the plan. About Paradigm Telecom II LLC Paradigm Telecom II, LLC -- http://www.paradigmtelecom.com/-- is a provider of communications infrastructure to carrier providers. Its services include ethernet, dark fiber, DAS and small cell, fiber to the tower, and international voice and data. It was founded in 2001 and is headquartered in Houston, Texas. Paradigm Telecom II sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 18-34112) on July 27, 2018. In the petition signed by Brian Beers, president, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Jeff Bohm presides over the case. Richard L. Fuqua, II, Esq., at Fuqua & Associates, PC, serves as the Debtor's bankruptcy counsel. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors on Sept. 18, 2018. The committee tapped Walker & Patterson, P.C. as its legal counsel. PATTERN ENERGY: S&P Affirms 'BB-' Issuer, Debt Ratings ------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issue-level ratings on Pattern Energy Group Inc. (PEGI) after the company announced that it is issuing a three–year, $250 million nonamortizing term loan (unrated). PEGI will use the proceeds to finance two acquisitions and repay outstanding borrowings under its revolving credit facility. PG&E CORP: Incurs $2.5-Bil. Net Loss for Quarter Ended June 30 -------------------------------------------------------------- PG&E Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $2,549 million on $3,943 million of total operating revenues for the three months ended June 30, 2019, compared to a net loss of $980 million on $4,234 million of total operating revenues for the same period in 2018. At June 30, 2019, the Company had total assets of $84,387 million, total liabilities of $73,793 million, and $10,594 million in total equity. PG&E Corporation and the Utility are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. Uncertainty regarding these matters raises substantial doubt about PG&E Corporation's and the Utility's abilities to continue as going concerns. PG&E Corporation and the Utility determined that commencing reorganization cases under Chapter 11 was necessary to restore PG&E Corporation's and the Utility's financial stability to fund ongoing operations and provide safe service to customers. However, there can be no assurance that such proceedings will restore PG&E Corporation's and the Utility's financial stability. On the Petition Date, PG&E Corporation and the Utility filed voluntary petitions for relief under Chapter 11 in the Bankruptcy Court. The Condensed Consolidated Financial Statements do not include any adjustments that might be necessary should PG&E Corporation and the Utility be unable to continue as going concerns. Pursuant to Chapter 11, PG&E Corporation and the Utility retain control of their assets and are authorized to operate their business as debtors-in-possession while being subject to the jurisdiction of the Bankruptcy Court. While operating as debtors-in-possession under Chapter 11, PG&E Corporation and the Utility may sell or otherwise dispose of or liquidate assets or settle liabilities, subject to the approval of the Bankruptcy Court or as otherwise permitted in the ordinary course of business and subject to restrictions in PG&E Corporation's and the Utility's DIP Credit Agreement and applicable orders of the Bankruptcy Court, for amounts other than those reflected in the accompanying Condensed Consolidated Financial Statements. Any such actions occurring during the Chapter 11 Cases authorized by the Bankruptcy Court could materially impact the amounts and classifications of assets and liabilities reported in PG&E Corporation's and the Utility's Condensed Consolidated Financial Statements. A copy of the Form 10-Q is available at: https://is.gd/GyS7bv 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. PKE WESTERN: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: PKE Western Truck Leasing, Inc. 11617 Alexander Road Mabelvale, AR 72103 Business Description: PKE Western Truck Leasing Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from Mabelvale, Arkansas. Chapter 11 Petition Date: August 8, 2019 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Case No.: 19-14129 Judge: Hon. Ben T. Barry Debtor's Counsel: Gregg A. Knutson, Esq. KNUTSON LAW FIRM 17724 Interstate 30 N, Suite A4 Benton, AR 72019 Tel: (501) 224-2928 Fax: (501) 227-2088 Email: knutsonecf@gmail.com gak@knutson-law-firm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul Keith Everett, managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/areb19-14129.pdf POLONIA DEVELOPMENT: Seeks Court Approval to Hire Accountant ------------------------------------------------------------ Polonia Development & Preservation Services Co., LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire an accountant. In an application filed in court, the Debtor proposes to employ Gustavo Madera, a certified public accountant, to prepare financial reports, file tax returns, give advice on tax and financial matters, and provide other accounting services. The accountant charges an hourly fee of $95 for his services. Mr. Madera is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. About Polonia Development & Preservation Polonia Development & Preservation Services Co., LLC, is a privately held company in the nonresidential building construction industry. It is based in Astoria, New York. The Debtor previously sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-45726) on Nov. 10, 2014. Polonia Development & Preservation Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-45438) on Sept. 21, 2018. 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 Elizabeth S. Stong. Barry Haberman, Esq., is the Debtor's counsel. PRECIPIO INC: Registers 1.8 Million Shares for Possible Resale -------------------------------------------------------------- Precipio, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission to register the possible offer and sale of up to 1,800,000 shares of common stock, par value $0.01, of the Company by Lincoln Park Capital Fund, LLC. The Company's common stock is listed on The NASDAQ Capital Market under the symbol "PRPO." The last reported sale price of the Company's common stock on Aug. 8, 2019 was $2.84 per share. The shares of common stock being offered by the Selling Stockholder have been or may be issued pursuant to the purchase agreement dated Sept. 7, 2018 that the Company entered into with Lincoln Park. The prices at which Lincoln Park may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the Selling Stockholder. The Selling Stockholder may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. The Company will pay the expenses incurred in registering the shares, including legal and accounting fees. A full-text copy of the regulatory filing is available for free at: https://is.gd/tZdfPU About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $22.20 million in total assets, $7.97 million in total liabilities, and $14.22 million in total stockholders' equity. The audit opinion included in the Company's annual report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PRECIPIO INC: Reports $5.9 Million Net Loss for Second Quarter -------------------------------------------------------------- Precipio, Inc., filed its quarterly report on Form 10-Q with the Securities and Exchange Commission on Aug. 9, 2019, disclosing a net loss available to common stockholders of $5.91 million on $942,000 of net sales for the three months ended June 30, 2019, compared to a net loss available to common stockholders of $3.16 million on $817,000 of net sales for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss available to common stockholders of $7.56 million on $1.65 million of net sales compared to a net loss available to common stockholders of $9.11 million on $1.52 million of net sales for the same period a year ago. As of June 30, 2019, the Company had $22.20 million in total assets, $7.97 million in total liabilities, and $14.22 million in total stockholders' equity. During the first half of 2019 the Company received gross proceeds of $2.4 million from sale of 998,076 shares of its common stock, $1.6 million from the exercise of 310,200 warrants and $2.1 million from the issuance of convertible notes. The Company also converted $7.3 million of convertible notes, including interest, into 2,386,425 shares of its common stock. Cash increased by $0.8 million during the six months ended June 30, 2019 and 2018, respectively. The cash flows used in operating activities of approximately $4.9 million during the six months ended June 30, 2019 included a net loss of $7.6 million, an increase in accounts receivable of $0.7 million, a decrease in accounts payable of $1.3 million and a decrease in operating lease liabilities of $0.1 million. These were partially offset by an increase in accrued expenses and other liabilities of $0.1 million, a decrease in inventories of $0.2 million and non-cash adjustments of $4.5 million. Cash flows used in investing activities were $30,000 and $44,000 for the six months ended June 30, 2019 and 2018, respectively, resulting from purchases of property and equipment. Cash flows provided by financing activities totaled $5.7 million for the six months ended June 30, 2019, which included proceeds of $2.4 million from the issuance of common stock, $1.6 million from the exercise of warrants and $2.1 million from the issuance of convertible notes. A full-text copy of the Form 10-Q is available for free at: https://is.gd/PmCNWG About Precipio Omaha, Nebraska-based Precipio, formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics company providing diagnostic products and services to the oncology market. The Company has developed a platform designed to eradicate misdiagnoses by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Precipio operates a cancer diagnostic laboratory located in New Haven, Connecticut and has partnered with the Yale School of Medicine. Precipio incurred a net loss of $15.69 million for the year ended Dec. 31, 2018, compared to a net loss of $20.69 for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $21.63 million in total assets, $11.80 million in total liabilities, and $9.83 million in total stockholders' equity. The audit opinion included in the Company's annual report for the year ended Dec. 31, 2018, contains a "going concern" explanatory paragraph. Marcum LLP, in Hartford, CT, the Company's auditor since 2016, stated in its report dated April 16, 2019 that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUESOS DEL PAIS: Oct. 1 Plan Confirmation Hearing ------------------------------------------------- The Disclosure Statement explaining the small business Chapter 11 Plan of Quesos del Pais La Esperanza, Inc., is conditionally approved. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on October 1, 2019 at 10:00 AM at the U.S. Bankruptcy Court, U.S. Post Office and Courthouse Building, 300 Recinto Sur, Courtroom No. 2, Second Floor, San Juan, Puerto Rico. An objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed and served on/or before ten (10) days prior to the date of the hearing on confirmation of the Plan. Class 4 General Unsecured are impaired. Each Holder of an Allowed Class 4 General Unsecured Claim shall receive on or as soon as reasonably practicable after the Effective Date, and from time to time thereafter in accordance with Section VI.B of the Plan, its Pro Rata Share of the Debtor's Available Cash until each Holder receives approximately up to one four percent (4.%) of its Allowed Claim and, if applicable, post-petition interest in accordance with Section VI.I of the Plan but subject to the limitations in Section VI.D of the Plan. Class 3 General Unsecured Claims with recourse are impaired. Each Holder of an Allowed Class 3 will be paid as due under the contract or applicable non bankruptcy law. Class 5 Common Interests in Debtor in Possession are impaired. Each Holder of Allowed Class 5 Common Interests (including, if Allowed, shall neither receive nor retain any Property of the Estate of The Quesos del Pais La Esperanza Inc. The Plan provides for the distribution of (i) all Cash held by or for the benefit of each Debtor on the Effective Date) plus (ii) all Cash realized from the current operation of Debtor Business and collection of accounts receivables, causes of actions against third parties, or other disposition of Property of the Estate to the Holders of Allowed Claims and Allowed Interests. A full-text copy of the Disclosure Statement dated August 1, 2019, is available at https://tinyurl.com/yxefd8hm from PacerMonitor.com at no charge. Attorney for the Debtor: Garcia- Arregui & Fullana PSC 252 Ponce de Leon Ave. Suite 1101 San Juan, PR 00918 Tel. 787-766-2530 Fax-787-756-7800 Email: ifullana@gaflegal.com About Quesos Del Pais La Esperanza Quesos Del Pais La Esperanza Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-06529) on Nov. 6, 2018, disclosing under $1 million in assets and liabilities. The Debtor hired Garcia-Arregui & Fullana, as attorney. QUORUM HEALTH: Reports $16.9 Million Net Loss for Second Quarter ---------------------------------------------------------------- Quorum Health Corporation filed with the Securities and Exchange Commission on Aug. 7, 2019, its quarterly report on Form 10-Q reporting a net loss attributable to the Company of $16.87 million on $442.17 million of net operating revenues for the three months ended March 31, 2019, compared to a net loss attributable to the Company of $26.60 million on $472.63 million of net operating revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss attributable to the Company of $55.87 million on $884.97 million of net operating revenues compared to a net loss attributable to the Company of $125.57 million on $959.45 million of net operating revenues for the same period during the prior year. As of June 30, 2019, Quorum Health had $1.56 billion in total assets, $1.69 billion in total liabilities, $2.27 million in redeemable non-controlling interests, and a total deficit of $129.80 million. Financial results for the second quarter ended June 30, 2019 reflect the following: * Compared to the second quarter of 2018, same-facility net patient revenues decreased 2.6%, while same-facility net patient revenues per adjusted admission increased 0.9%. The decrease in same-facility net patient revenues compared to the second quarter of 2018 reflects a 3.4% decline in same- facility adjusted admissions and a 2.2% decline in same- facility surgeries. The decline in volumes compared to the second quarter of 2018 represents approximately $14.9 million of same-facility net patient revenues. * Same-facility net operating revenues for the second quarter of 2019 reflect a $5.6 million decrease related to Watsonville Community Hospital and MetroSouth Medical Center. The Pending Divestitures incurred negative Adjusted EBITDA of $2.4 million during the second quarter of 2019. The Company previously announced that it had entered into a definitive agreement to sell Watsonville Community Hospital and discontinue operations at MetroSouth Medical Center by the end of 2019. The Company will continue to reflect the results of the Pending Divestitures in its same-facility results until the facilities have been sold or closed. * Second quarter 2019 Adjusted EBITDA was 7.6% of net operating revenues and Same-facility Adjusted EBITDA was 8.3% of same-facility net operating revenues. Excluding the impact of the Pending Divestitures, Same-facility Adjusted EBITDA as a percent of same-facility net operating revenues would have been 10.3% in the second quarter of 2019 compared to 10.0% in the second quarter of 2018. * Same-facility operating expenses in the second quarter of 2019 reflect a $28.5 million reduction in professional and general liability reserves due to a change in actuarial estimates, including a $23.5 million reduction that relates to prior years and is excluded from Same-facility Adjusted EBITDA. Factors contributing to the change in estimate include the use of valuation techniques that place more emphasis on the Company's claims subsequent to the Spin-off compared to historical trends, as well as more reliance on industry trend factors. The reduction in the frequency and severity of the Company's claims is the result of internal initiatives in the areas of patient safety, risk management, and claims management, as well as external factors such as tort reform in certain key states. * Same-facility surgeries during the second quarter of 2019 improved 8.9% compared to the first quarter of 2019, as the Company focused on improving volumes at two facilities impacted by independent physician turnover and re- syndicating two outpatient surgery centers in Illinois. Excluding these four facilities and the Pending Divestitures, same-facility surgeries increased 4.9% during the second quarter of 2019 compared to the second quarter of 2018 as a result of the Company's efforts to increase volumes in higher acuity service lines. TSA Transition and R1 RCM Partnership Update * The Company announced today that it had signed an agreement with MEDHOST Inc. to deploy their Electronic Health Record platform in connection with the Company's planned transition from its Computer and Data Processing Transition Services Agreement with Community Health Systems, Inc. The Company currently utilizes MEDHOST's software through its IT TSA with CHS. The Company will incur additional costs to establish the remainder of its information technology systems. The Company expects the transition to be completed by the end of the first quarter of 2021. * As previously announced, the Company has partnered with R1 RCM to provide end-to-end revenue cycle management services. The Company is on-track with the implementation of R1 RCM's services and believes that the agreement with R1 RCM will result in approximately $5 million in cost savings and $5 million of improved net patient revenues during the second half of 2019. Beyond 2019, the Company expects the annual impact of the R1 RCM partnership to grow to approximately $45 million by 2021, which is revised from its previous estimate of $50 million to account for the Pending Divestitures. Divestiture Update * During the second quarter of 2019, the Company announced that it had entered into a definitive agreement to divest 106-bed Watsonville Community Hospital in Watsonville, California. Cash proceeds from the transaction are expected to be approximately $35 million to $40 million, subject to final net working capital balances. * On July 18, 2019 the Company received notice from the Pajaro Valley Community Health Trust that it had exercised its Right of First Refusal to purchase the stock interests of Watsonville Community Hospital. If the terms of the Right of First Refusal are not met, the definitive agreement entered into on May 31, 2019 will remain in effect. The Company currently anticipates completing the sale of Watsonville by the end of 2019. * The Company previously announced that it would either sell or discontinue operations at MetroSouth Medical Center in Blue Island, Illinois by the end of 2019. The Company later announced that operations will be discontinued by the end of the third quarter of 2019. The Company expects to complete its assessment of the closure of MetroSouth by the end of the third quarter, including any potential impacts on the Company's results of operations, financial position and cash flows. A full-text copy of the Form 10-Q is available for free at: https://is.gd/VU3mWj 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 June 30, 2019, the Company owned or leased 26 hospitals in rural and mid-sized markets located across 14 states and licensed for 2,458 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. RETRIEVAL-MASTERS: Taps Morvillo Abramowitz as Special Counsel -------------------------------------------------------------- Retrieval-Masters Creditors Bureau, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Morvillo Abramowitz Grand Iason & Anello P.C. as its special counsel. The Debtor requires the firm's services to fulfill its regulatory obligations. The services include addressing requests for information from state and federal government agencies. The rates for attorneys at Morvillo range from $470 to $975 per hour. The firm received an initial retainer in the amount of $50,000 prior to the Debtor's bankruptcy filing. Richard Weinberg, Esq., a partner at Morvillo, disclosed in court filings that the firm and its attorneys do not represent any interest adverse to the interest of the Debtor, creditors and equity security holders. Morvillo can be reached through: Richard D. Weinberg, Esq. Morvillo Abramowitz Grand Iason & Anello P.C. 565 Fifth Avenue New York, NY 10017 Phone: 212.880.9485 / 212.856.9600 Fax: 212.856.9494 Email: rweinberg@maglaw.com About Retrieval-Masters Creditors Bureau Retrieval-Masters Creditors Bureau, Inc. (RMCB) provides financial services. The Company operates as a recovery agency for consumer collections. Based in Elmsford, New York, Retrieval-Masters Creditors Bureau, Inc. filed a voluntary petition for relief under the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-23185) on June 17, 2019. The case is assigned to Judge Robert D. Drain. Steven Wilamowsky at Chapman and Cutler LLP is the Debtor's counsel. On July 2, 2019, the Office of the United States Trustee formed an Official Committee of Unsecured Creditors in the Chapter 11 case. REYNOLDS SIGNATURE: Case Summary & 14 Unsecured Creditors --------------------------------------------------------- Debtor: Reynolds Signature Homes, LLC PO Box 2131 Frisco, TX 75034 Business Description: Reynolds Signature Homes, LLC is a general contractor in Frisco, Texas. Chapter 11 Petition Date: August 8, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Case No.: 19-42161 Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Sarah M. Cox, Esq. LAW OFFICE OF SARAH M. COX, PLLC 12770 Coit Rd., Ste. 1100 Dallas, TX 75251 Tel: 214-310-1321 Fax: 469-716-4710 E-mail: sarah@sarahcoxlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michelle Reynolds, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at: http://bankrupt.com/misc/txeb19-42161.pdf RIVERA BUSINESS: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: Rivera Business Solutions, Inc. dba Rivera Construction 1109 E. Walnut Street Garland, TX 75040 Business Description: Rivera Business Solutions Inc. d/b/a Rivera Construction is a privately held company in Garland, Texas that provides construction and remodeling services. Chapter 11 Petition Date: August 7, 2019 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Case No.: 19-32652 Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Marcus Jermaine Watson, Esq. M.J. WATSON & ASSOCIATES, P.C. 325 N. Saint Paul Street, Suite 2200 Dallas, TX 75201 Tel: (214) 965-8240 Fax: (214) 999-1384 E-mail: jwatson@mjwatsonlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Oscar Rivera, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-32652.pdf RJL ENTERTAINMENT: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Aug. 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of RJL Entertainment, Inc. About RJL Entertainment Inc. RJL Entertainment Inc. owns and operates an adult entertainment club in Corpus Christi, Texas. RJL Entertainment sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 19-20273) on June 11, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge David R. Jones. Jordan, Holzer & Ortiz, P.C. is the Debtor's legal counsel. SPRINGFIELD MEDICAL: Taps Spinglass as Financial Advisor -------------------------------------------------------- Springfield Medical Care Systems, Inc., received approval from the U.S. Bankruptcy Court for the District of Vermont to hire Spinglass Management Group, LLC as its financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) analysis of financial information necessary to meet ongoing reporting requirements; (b) financial restructuring advice; and (c) assistance with the preparation of bankruptcy schedules, statements and monthly operating reports. The firm's hourly rates are: Mark Stickney Senior Manager $315 Gary Wardwell Chief Financial Officer $200 Valentyna Koval Manager $140 Stephen Collins Senior Consultant $125 Dajana Derman Junior Consultant $80 As of the petition date, the Debtor has paid Spinglass approximately $11,660. The firm currently holds a general security retainer of $7,500. Spinglass is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark Stickney 16 Casco Street, 3rd Floor Portland, ME 04101 Phone: (207) 774-7234 Email: mstickney@spinglassllc.com About Springfield Medical Care Systems Springfield Medical Care Systems -- https://springfieldmed.org/ -- is a 501(c) non-profit corporation, founded in 2009, as the parent corporation to its nine-site federally-qualified community health center network and Springfield Hospital. The Company's healthcare system integrates primary care, behavioral health, dental, vision, and hospital care with a broad network of community-based services. Springfield Medical Care Systems filed a Chapter 11 bankruptcy petition (Bankr. D. Vt. Case No. 19-10285) on June 26, 2019. Springfield Medical estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor hired Bernstein Shur Sawyer & Nelson, P.A., as counsel. ST. JOHN PENTECOSTAL: Seeks to Hire Dyal Consulting as Accountant ----------------------------------------------------------------- St. John Pentecostal Church Inc. seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Dyal Consulting Group, Inc. as its accountant nunc pro tunc, as of June 11, 2019. The firm will provide the Debtor with accounting write-up services and a compilation report for the period of Jan. 1 to Dec. 31 for the years 2017 and 2018 respectively. In furtherance of this service, Dyal will: a. assist with developing a chart of accounts, posting to the books of original entries and bank reconciliations prepared by the Debtor; b. develop the balance sheet, statement of activities and statement of cash flows for each month in 2017 and 2018; c. recommend or post adjusting entries to correct the books of original entries from information that the Debtor provides; d. catalog the income and expenses by category based on the information that the Debtor provides; and e. prepare a compilation statement. The firm's fee arrangements are: a. $200 per hour for accounting services; and b. A flat fee of $5,500 for the compilation of financial statements. Amar Dyal, a partner at Dyal, attests that the firm is a disinterested party within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Amar Dyal, C.P.A. Dyal Consulting Group, Inc. 1320 E. 53rd Street Brooklyn, New York 11234 Phone: (718) 252-5469 About St. John Pentecostal Church St. John Pentecostal Church Inc., a religious organization in New York, filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-10195) on Jan. 23, 2019. In the petition signed by Robert Johnson, deacon, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Erica Feynman Aisner, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's counsel. STONEMOR PARTNERS: Incurs $34.4 Million Net Loss in 2nd Quarter --------------------------------------------------------------- StoneMor Partners L.P. filed with the Securities and Exchange Commission on Aug. 9, 2019, its quarterly report on Form 10-Q reporting a net loss of $34.39 million on $78.49 million of total revenues for the three months ended June 30, 2019, compared to a net loss of $17.01 million on $81.57 million of total revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $56.93 million on $149.96 million of total revenues compared to a net loss of $34.94 million on $159.51 million of total revenues for the same period last year. As of June 30, 2019, the Company had $1.76 billion in total assets, $1.76 billion in total liabilities, $57.50 million in total redeemable convertible preferred units, and a total partners' deficit of $60.94 million. Cemetery segment operating profit for the second quarter was $4.8 million compared to $4.1 million for the prior year period. Six-month segment operating profit was $7.6 million compared to $6.3 million in the prior year period. Funeral segment operating profit was $1.8 million for the second quarter compared to $2.5 million in the prior year period. Six-month segment operating profit was $3.3 million compared to $4.5 million in the prior year period. Corporate overhead expense was $13.1 million for the second quarter compared to $15.2 million in the prior year period. Cash used in operating activities for the first six months of 2019 was $31.6 million compared to cash provided by operations in the prior year period of $15.4 million. The reduction in cash from operating activities was primarily due to a decline in sales production, non-recurring working capital initiatives in the prior year period, a decline in accounts payable and accrued expenses, increased debt service costs and increased costs associated with consulting and professional fees arising from the potential C-Corporation conversion, debt refinancing, various employee severance obligations and other ongoing initiatives. Merchandise trust value at June 30, 2019 was $519.4 million compared to $488.2 million at Dec. 31, 2018. Deferred revenue at June 30, 2019 was $944.1 million compared to $914.3 million at Dec. 31, 2018. As of June 30, 2019, the Partnership had $41.9 million of unrestricted cash and cash equivalents, $20.1 million of restricted cash related to the cash collateralization of letters of credit with proceeds from the recapitalization, and $358.2 million of total debt. On June 27, 2019, the Partnership completed a $447.5 million recapitalization transaction, consisting of a private placement of $62.5 million of convertible preferred securities and a concurrent private placement consisting of $385.0 million of Senior Secured Notes due 2024. Joe Redling, StoneMor's president and chief executive officer said, "Our second quarter results reflect continued pressure on pre-need production as our sales force adjusts to initiatives we launched in the first quarter of 2019. We believe we have identified the primary drivers of our sales productivity and pre-need sales issues. While our initiatives are in the early stages, we remain focused on improving our sales process and training, and optimizing staffing levels across our asset base. "We are also beginning to see early signs of improvement in sales production with a strong sequential rebound of net interment rights sold and pre-need contracts written from the first quarter of 2019 to the current quarter. At the same time, we saw a reduction in corporate overhead net of non-recurring expenses on a year-over-year basis. As we have previously disclosed, we’ve targeted a minimum of $30 million of cost reductions across corporate, G&A, sales and field operations. After a careful review of labor efficiencies across our properties, at the beginning of July 2019, we implemented a reduction of approximately 6% of our field workforce as part of these cost reduction initiatives. "The June 27, 2019 announcement of the closing of our $447.5 million recapitalization not only represented a major step in providing us with a meaningful liquidity improvement to execute our turnaround strategy, but also demonstrated both the strong underlying value of our asset base as well as investor confidence in our management team's ability to execute our turnaround plan, including the next phase of our performance improvement plans." Garry Herdler, senior vice president and chief financial officer added, "In mid-April 2019, we outlined our turnaround strategy focused on four key goals: cash flow and liquidity, capital structure, balance sheet/portfolio review, and performance improvement through cost reductions and revenue enhancement. Our results reflect the efforts of our initial 100-day plan, which included significant progress on improving liquidity and capital structure. We believe we have identified additional expense reduction opportunities in the next phase of this operational turnaround strategy. "We continue to work towards process improvements to better align our cost structure with our revenues and performance improvement efforts. These efforts and the contemplated C-Corporation conversion are important steps to revitalizing our business and positioning us for future success. Since joining the team and gaining a better understanding of StoneMor's business, I am more confident in the execution plans we are developing for the next phase of our turnaround plan to address our near-in challenges and opportunities, with the commitment to set a clear strategic roadmap for the future." Updated Unit Count As of June 30, 2019, the Partnership had 39.53 million units outstanding. As part of the debt and equity recapitalization, the Partnership issued 52.08 million of Series A Preferred units which are convertible to common units on a 1:1 basis (subject to anti-dilution adjustments) no later than upon the completion of the previously announced C-Corporation conversion. The outstanding unit count at June 30, 2019, pro forma for the recapitalization transactions, was 91.62 million units. In connection with the C-Corporation conversion, and as previously disclosed, StoneMor anticipates issuing an additional 2.95 million common units. Pro forma outstanding unit count as of June 30, 2019, after giving effect to the matters noted above and the C-Corporation conversion is expected to be approximately 94.57 million units. A full-text copy of the Form 10-Q is available for free at: https://is.gd/pQhXZD About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com-- is an owner and operator of cemeteries and funeral homes in the United States, with 321 cemeteries and 90 funeral homes in 27 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $72.69 million for the year ended Dec. 31, 2018, compared to a net loss of $75.15 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $1.72 billion in total assets, $1.75 billion in total liabilities, and a total partners' deficit of $28.83 million. * * * As reported by the TCR on Feb. 13, 2019, Moody's Investors Service downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2 from Caa1 and Probability of Default rating to Caa3-PD from Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need cemetery selling and liquidity pressures do not abate while the senior secured credit facility is being refinanced, a distressed exchange or other default event could become more likely. As reported by the TCR on July 3, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on StoneMor Partners L.P. The outlook remains negative. S&P said, "The rating affirmation reflects our view that despite the removal of near term maturities and sufficient liquidity over the next twelve months, we continue to view StoneMor's capital structure as unsustainable in the long term given our projection for persistent free cash flow deficits. STONEMOR PARTNERS: Withholds Unit Awards to Satisfy Tax Obligations ------------------------------------------------------------------- The Compensation and Nominating and Governance Committee of the Board of Directors of StoneMor GP LLC, the general partner of StoneMor Partners L.P., has approved the withholding of an aggregate of 376,351 common units otherwise issuable in connection with the accelerated vesting of certain phantom and restricted unit awards previously granted to certain employees of StoneMor GP pursuant to the Partnership's Amended and Restated 2019 Long-Term Incentive Plan in satisfaction of such employees' tax withholding obligations arising from such accelerated vesting in the aggregate amount of $677,431. The number of units withheld was based on the fair market value of the units on the date of the Committee's action as defined in the LTIP, and included the withholding of the number of units set forth opposite the names of the officers listed below in satisfaction of the tax withholding obligation set forth: Units Tax Name/Title Withheld Obligations ---------- -------- ----------- Joseph M Redling 132,669 $238,804 President and Chief Executive Officer Garry P. Herdler 69,979 $125,962 Senior Vice President and Chief Financial Officer Austin K. So 39,292 $70,725 General Counsel, Chief Legal Officer and Secretary About StoneMor Partners StoneMor Partners L.P., headquartered in Trevose, Pennsylvania -- http://www.stonemor.com/-- is an owner and operator of cemeteries and funeral homes in the United States, with 321 cemeteries and 90 funeral homes in 27 states and Puerto Rico. StoneMor's cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. StoneMor reported a net loss of $72.69 million for the year ended Dec. 31, 2018, compared to a net loss of $75.15 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $1.76 billion in total assets, $1.76 billion in total liabilities, $57.50 million in total redeemable convertible preferred units, and a total partners' deficit of $60.94 million. * * * As reported by the TCR on Feb. 13, 2019, Moody's Investors Service downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2 from Caa1 and Probability of Default rating to Caa3-PD from Caa1-PD. The Caa2 CFR reflects Moody's concern that if pre-need cemetery selling and liquidity pressures do not abate while the senior secured credit facility is being refinanced, a distressed exchange or other default event could become more likely. As reported by the TCR on July 3, 2019, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on StoneMor Partners L.P. The outlook remains negative. S&P said, "The rating affirmation reflects our view that despite the removal of near term maturities and sufficient liquidity over the next twelve months, we continue to view StoneMor's capital structure as unsustainable in the long term given our projection for persistent free cash flow deficits. SUNCOKE ENERGY: S&P Rates $400MM Revolving Facility 'BB+' --------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to Lisle, Ill.-based coke producer SunCoke Energy Inc.'s (SXC) new $400 million revolver due in 2024. The '1' recovery rating on the revolver indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. It also revised the recovery rating on the company's unsecured notes to '4' from '3' (30%-50%: rounded estimate: 45%) and affirmed its 'BB-' rating on the notes. SunCoke will use the proceeds from the revolver refinancing to redeem its $43.3 million outstanding term loan A and repay $100 million in borrowings under the existing SunCoke Energy Partners L.P. (SXCP) revolver. S&P expects SXC's adjusted leverage will be about 3.2x by the end of 2019 and continue to fall in 2020 due to improved operating performance of its Indiana Harbor facility. ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's default scenario contemplates a collapse in domestic steel prices that would precipitate SXC's customers reneging on take-or-pay coke contracts. Furthermore, the rating agency anticipates a collapse of global thermal coal prices due to intense competition from cheap natural gas. This would lead to a severe decline in coal shipments through SunCoke's Convent export terminal. These events would result in operating losses that the company would have to fund with cash on hand and borrowings under its revolving credit facility. Deteriorating liquidity and the looming August 2024 maturity of the SXC revolving credit facility, would contribute to a default in 2023. -- SXC's proposed capital structure will consist of a $400 million revolver and $700 million unsecured notes due in 2025 issued by SXCP. -- As part of the refinancing transaction, SXC provides a guarantee on SXCP's senior notes. -- S&P assesses recovery prospects on the basis of a going-concern value of $781 million, based on emergence EBITDA of $142 million and a 5.5x EBITDA multiple. The EBITDA multiple is consistent with the multiple assigned to other metals and mining downstream companies. -- S&P assumes that SXC's revolver will be 85% drawn at the time of default. -- Claims include six months of accrued but unpaid interest. Simulated default assumptions -- Year of default: 2023 -- Emergence EBITDA: $141.9 million -- Valuation multiple: 5.5x -- Gross enterprise value (EV): $780.7 million Simplified waterfall -- Obligor EV split: SXC (73%, $570 million)/Brazil Coke foreign sub (6%, $47 million)/Raven/Convent Marine Terminal assets (21%, $164 million) -- Net EV at SXC (after 5% administrative expenses plus foreign sub and Raven assets pledged to SXC): $726 million -- First-lien claims: $355 million (outstanding balance under new SXC revolver at default) -- Recovery expectation of revolver: 90%-100% (rounded estimate: 95%) -- Excess collateral available for unsecured claims: $387 million -- Senior unsecured claims: $785 million (unsecured notes and asset retirement and black lung obligations at default) -- Recovery expectation of senior unsecured notes: 30%-50% (rounded estimate: 45%) SUNESIS PHARMACEUTICALS: Incurs $6.2-Mil. Net Loss in 2nd Quarter ----------------------------------------------------------------- Sunesis Pharmaceuticals, Inc., filed with the Securities and Exchange Commission on Aug. 7, 2019, its quarterly report on Form 10-Q reporting a net loss of $6.24 million on $0 of total revenues for the three months ended June 30, 2019, compared to a net loss of $6.84 million on $0 of total revenues for the same period last year. For the six months ended June 30, 2019, the Company reported a net loss of $12.10 million on $0 of total revenues compared to a net loss of $14.11 million on $237,000 of total revenues for the six months ended June 30, 2018. As of June 30, 2019, the Company had $21.04 million in total assets, $9.30 million in total liabilities, and $11.73 million in total stockholders' equity. "We continue to make progress in the Phase 1b/2 trial of our non-covalent BTK inhibitor vecabrutinib in chronic lymphocytic leukemia and other B-cell malignancies. At the annual European Hematology Association meeting in June, we presented preliminary data demonstrating vecabrutinib's well-tolerated safety profile and evidence of clinical activity," said Dayton Misfeldt, interim chief executive officer of Sunesis. "More recently, in July, we announced completion of the safety evaluation period for the 200mg cohort, which continues to support the favorable safety profile with no drug-related serious adverse events experienced to date. We look forward to further defining the profile of vecabrutinib in the current study as we prepare for the upcoming Phase 2. We plan on sharing the next clinical update on the study at the annual American Society of Hematology meeting later this year." "In addition, we strengthened our balance sheet by completing an equity offering in July with leading biotechnology investors, as well as refinancing our previous loan with a new facility from Silicon Valley Bank in April. The proceeds from our recent offering extends our cash runway through key milestones including the initiation of the Phase 2 portion of the trial." Financial Highlights * Cash and cash equivalents, restricted cash, and marketable securities totaled $17.7 million as of June 30, 2019, as compared to $13.7 million as of Dec. 31, 2018. This capital, plus the approximately $25.9 million in net proceeds from the July 2019 public offerings, is expected to fund the Company through the initiation of the Phase 2 portion of the ongoing vecabrutinib Phase 1b/2 trial. The increase of $4.0 million was primarily due to $19.0 million net proceeds from issuance of common and preferred stock, and $5.5 million proceeds from SVB Loan Agreement, offset by $13.0 million net cash used in operating activities and $7.5 million used in principal payments to repay the Company’s prior loan. * Research and development expense was $3.7 million and $6.9 million for the three and six months ended June 30, 2019, as compared to $3.8 million and $7.7 million for the same periods in 2018. The decreases between the comparable periods were primarily due to a decrease in salary and personnel expenses due to lower headcount, decrease in professional services related to higher expenses incurred in the first half of 2018 for the start-up costs of the Phase 1b/2 trial for vecabrutinib, offset by an increase in clinical expenses related to the preparation for the Phase 2 portion of the ongoing clinical trial of vecabrutinib. * General and administrative expense was $2.5 million and $5.0 million for the three and six months ended June 30, 2019, as compared to $2.8 million and $6.2 million for the same periods in 2018. The decreases between the comparable periods were primarily due to a decrease in salary and personnel expenses due to lower headcount and stock-based compensation and a decrease in professional services expenses due to lower legal and vosaroxin patent expenses. * Interest expense was $0.1 million and $0.4 million for the three and six months ended June 30, 2019, as compared to $0.3 million and $0.6 million for the same periods in 2018. The decreases in interest expense from both periods resulted from a lower interest rate on a lower principal amount under the SVB Loan Agreement. * Cash used in operating activities was $13.0 million for the six months ended June 30, 2019, as compared to $12.4 million for the same period in 2018. Net cash used in the six months ended June 30, 2019, resulted primarily from the net loss of $12.1 million, partially offset by adjustments for non-cash items of $0.9 million and changes in operating assets and liabilities of $1.8 million. Net cash used in the six months ended June 30, 2018, resulted primarily from the net loss of $14.1 million, partially offset by adjustments for non-cash items of $1.6 million and changes in operating assets and liabilities of $0.1 million. Liquidity and Going Concern The Company has incurred significant losses and negative cash flows from operations since its inception, and as of June 30, 2019, the Company had cash and cash equivalents, restricted cash, and marketable securities totaling $17.7 million and an accumulated deficit of $671.6 million. In July 2019, the Company completed underwritten public offerings of 38,333,717 shares of common stock and 8,333 shares of Series F Convertible Preferred Stock for net proceeds of approximately $25.9 million. The Company expects to continue to incur significant losses for the foreseeable future as it continues development of its kinase inhibitor pipeline, including its BTK inhibitor, vecabrutinib. The Company has prioritized development funding on its kinase inhibitor portfolio with a focus on vecabrutinib. The Company has a limited number of products that are still in the early stages of development and will require significant additional future investment. The Company's cash and cash equivalents, restricted cash, and marketable securities are not sufficient to support its operations for a period of twelve months from the date these condensed consolidated financial statements are available to be issued. These factors raise substantial doubt about its ability to continue as a going concern. The Company will require additional financing to fund working capital, repay debt and pay its obligations as they come due. Additional financing might include one or more offerings and one or more of a combination of equity securities, debt arrangements or partnership or licensing collaborations. However, there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its operations or on terms favorable to the Company. If the Company is unsuccessful in its efforts to raise additional financing in the near term, the Company will be required to significantly reduce or cease operations. The principal payments due under the SVB Loan Agreement have been classified as a current liability as of June 30, 2019 due to the considerations discussed above and the assessment that the material adverse change clause under the SVB Loan Agreement is not within the Company's control. The SVB Loan Agreement also contains customary events of default, including among other things, the Company's failure to make principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or its breach of the covenants under the SVB Loan Agreement. Upon the occurrence of an event of default, SVB may, among other things, accelerate the Company's obligations under the SVB Loan Agreement. The Company has not been notified of an event of default by SVB as of the date of the filing of this Form 10-Q. The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/uPOLCQ 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. TITAN INTERNATIONAL: S&P Lowers ICR to 'CCC+'; Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Quincy, Ill.-based wheel, tire and undercarriage products manufacturer Titan International Inc. and its issue-level ratings on the company's senior secured notes to 'CCC+' from 'B-'. The outlook is negative. S&P's recovery rating on the notes is unchanged at '4'. The downgrade reflects Titan's weak operating prospects given S&P's expectation that soft demand for the company's agricultural industry products will reduce profitability and eat into liquidity. We believe the outlook for farmer incomes, confidence, and investment is uncertain given ongoing trade disputes and below-average crop conditions this year. As a result, we believe Titan's cash flows could be significantly challenged this year," S&P said. This, combined with working capital investments, could further stress the company's liquidity over the next 12 months, according to the rating agency. S&P expects leverage to remain elevated and believes there is a risk of ongoing weak performance that could ultimately lead to an unsustainable capital structure. S&P's negative outlook on Titan International reflects its view that liquidity could be constrained if operating performance does not rebound in 2020, the company does not sell its noncore assets, or if it is unable to extend its short-term overdraft and working capital facilities. "We could lower our ratings if Titan's operating performance and liquidity does not improve, such that we envision a specific default scenario taking place within the next 12 months," S&P said. "We could revise the outlook to stable or raise our ratings if Titan's cash flow generation and liquidity position improve, leading us to conclude a refinancing of its notes due 2023 at par is very likely," the rating agency said. TOLLIVER'S AUTO: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Tolliver's Auto Sales and Body Shop, Inc. as of Aug. 7, according to a court docket. About Tolliver's Auto Sales Tolliver's Auto Sales and Body Shop, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 19-13194) on June 19, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Oswald C. Sparks, Esq., at Caddell Reynolds Law Firm. TRULY FIT: Seeks to Hire Calderon Davis as Accountant ----------------------------------------------------- Truly Fit Studio Inc. seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Calderon Davis, LLC as accountant. The professional services the firm will render are: a. payroll processing services for both employees (bi-weekly) and contractors (monthly); b. prepare and file tax returns and conduct tax research including contacting the Internal Revenue Service; c. perform normal accounting and other accounting services as required by the Debtor; and d. prepare or assist the Debtor in the preparation of court-ordered reports, including the U.S. Trustee reports and any documents necessary for the Debtor's disclosure statement. Compensation for Calderon Davis is as follows: a. A $500 initial retainer to be billed against at: i. An hourly rate of $150 for services rendered by the accountant; ii. A range of $50 to $100 per hour for services rendered by accounting staff; iii. Reimbursement of out-of-pocket costs; and iv. Approximately $135 per month for payroll processing services. Calderon Davis neither represents nor holds any interest adverse to the Debtor, the bankruptcy estate and creditors, according to court filings. The firm can be reached through: Jessica L. Davis, LLC Calderon Davis, LLC 3750 Gunn Highway, Suite 107 Tampa, FL 33618 Phone: +1 813-964-5502 About Truly Fit Studio Inc. Truly Fit Studio Inc., a privately held company in Tampa, Fla., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05436) on June 7, 2019, listing under $1 million in both assets and liabilities. Buddy D. Ford, P.A. represents the Debtor as legal counsel. TURNING POINT: Moody's Affirms B2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed Turning Point Brands, Inc's B2 Corporate Family Rating and B2-PD Probability of Default Rating. At the same time, Moody's upgraded the company's first lien revolving credit facility and first lien term loan ratings to Ba3 from B1. Further, Moody's upgraded the Speculative Grade Liquidity Rating to SGL-1 from SGL-2. The outlook is stable. The upgrade of the credit facilities reflects the recent change in capital structure following the issuance of $172.5 million unsecured convertible notes due 2024 (not rated). Proceeds from these new notes will be used to fully repay the $35.5 million outstanding second lien term loan and repay borrowings under the company's $50 million senior secured first lien revolver. Approximately $110 million in proceeds from the new notes will be retained as cash for future corporate needs including acquisitions. The shift in debt mix results in less secured debt in the capital structure, and Moody's expectation of a higher recovery on the first lien debt in the event of a default. The upgrade to SGL-1 reflects improved liquidity following the increase in cash balances from the issuance of the unsecured convertible notes. Turning Point Brands, Inc: Moody's affirmed the following ratings: - Corporate Family Rating at B2 - Probability of Default Rating at B2-PD Moody's upgraded the following ratings: - $160 million senior secured term loan due 2023 to Ba3 (LGD2) from B1 (LGD3); - $50 million senior secured revolver expiring 2023 to Ba3 (LGD2) from B1 (LGD3); - Speculative Grade Liquidity Rating to SGL-1 from SGL-2 The outlook is stable. RATINGS RATIONALE Turning Point's B2 CFR reflects the company's high financial leverage and modest cash flows. The rating also reflects high execution risk as the company aggressively pursues acquisitions to offset an industry-wide decline in traditional combustible cigarettes. Turning Point will also continue to compete against significantly larger, better resourced, and well-known branded tobacco manufacturers. The regulatory risks will also remain high over the next two years as Turning Point seeks approval of its vaping products through the pre-market tobacco product application process (PMTA). The CFR also reflects the company's good market share position in niche tobacco categories, good interest coverage, and minimal cap-ex requirements in its asset-light model. The stable outlook reflects Moody's expectation that the company will remain highly leveraged as it pursues increased investment and acquisitions into new-generation categories such as vaping and cannabis-derived products. The stable outlook also reflects Moody's expectation that the company will generate modest free cash flow. Moody's could upgrade the ratings if the company increases its scale while reducing financial leverage below 3 times debt/EBITDA. The company would also need to successfully integrate acquisitions as well as maintain growth across its businesses as whole before Moody's would consider an upgrade. Moody's could downgrade the ratings if financial leverage is sustained above 5 times debt/EBITDA, operating performance deteriorates, or if the company's liquidity weakens. The principal methodology used in these ratings was Tobacco Industry published in February 2017. Turning Point manufactures and sells smokeless tobacco products, smoking products, and new-generation products. Smokeless products includes loose leaf chewing tobacco, moist snuff, moist snuff pouches, and snus. Smoking products consist of cigarette papers, large cigars, make-your-own (MYO) cigar wraps, MYO cigar smoking tobacco, MYO cigarette smoking tobacco and traditional pipe tobacco. The NewGen products consist of liquid vapor products, tobacco vaporizer products, a range of non-tobacco products, and other non-nicotine products. Turning Point's brands include Zig-Zag, Beech-Nut, Stoker's, Trophy, Havana Blossom, Durango, Our Pride and Red Cap. Annual revenues are approximately $360 million. UNITI GROUP: Posts $38.2 Million Net Income in Second Quarter ------------------------------------------------------------- Uniti Group Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to common shareholders of $38.24 million on $264.41 million of total revenues for the three months ended June 30, 2019, compared to a net loss attributable to common shareholders of $5.56 million on $247.3 million of total revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported net income attributable to common shareholders of $39.25 million on $525.4 million of total revenues compared to a net loss attributable to common shareholders of $6.43 million on $494.2 million of total revenues for the same period last year. As of June 30, 2019, the Company had $4.79 billion in total assets, $6.19 billion in total liabilities, $87.50 million in convertible preferred stock, and a total shareholders' deficit of $1.48 billion. "All of our businesses continue to execute well on their operating priorities for this year, and we continue to consider alternatives to maximize the value of our portfolio of infrastructure assets. I am pleased to announce today the sale of our U.S. ground lease business within Uniti Towers. Similar to the recent sale of our Latin America tower portfolio, the sale of our ground lease business recycles capital at an attractive return, as well as allows the Company to focus solely on its strategy of building towers within the U.S. for our wireless customers. Furthermore, we continue to expect to close our previously announced OpCo-PropCo partnership with Macquarie Infrastructure Partners to acquire Bluebird Network, LLC ("Bluebird") near the end of the third quarter," commented Kenny Gunderman, president and chief executive officer. Mr. Gunderman continued, "As previously announced, we completed a $345 million exchangeable notes offering in the second quarter, and used a portion of the proceeds to repay outstanding borrowings under our revolving credit facility. We also extended the maturity date of our revolving credit agreement by two years, and significantly increased our liquidity with both of these transactions." QUARTERLY RESULTS Consolidated revenues for the second quarter of 2019 were $264.4 million. Net income and Adjusted EBITDA was $39.5 million and $206.9 million, respectively, for the same period. Net income attributable to common shares was $38.2 million for the period and included $28.8 million of pre-tax gains on the sale of the Company's Latin American tower portfolio and U.S. ground lease business, a $22.3 million gain on changes in fair value of contingent consideration, $5.8 million of other income related to Hurricane Michael insurance settlement recoveries, partially offset by transaction and integration related costs of $7.0 million. Adjusted Funds From Operations ("AFFO") attributable to common shareholder was $105.3 million, or $0.55 per diluted common share. Uniti Fiber contributed $81.3 million of revenues and $37.0 million of Adjusted EBITDA for the second quarter of 2019, achieving Adjusted EBITDA margins of approximately 45.5%. Excluding the impact of the insurance recoveries, Adjusted EBITDA margins were approximately 38.4%. Uniti Fiber's net success-based capital expenditures during the quarter were $50.3 million, and maintenance capital expenditures were $1.9 million. At June 30, 2019, Uniti Fiber had approximately $1.3 billion of revenues under contract. Uniti Towers contributed $3.1 million of revenues and reported near break-even Adjusted EBITDA for the quarter. These results included the impacts of the Company's Latin American tower portfolio and U.S. ground lease business up to April 2 and May 23, 2019, respectively. Uniti Towers' total capital expenditures for the second quarter were $30.8 million and included the completed construction of 69 towers. Uniti Leasing had revenues of $177.0 million and Adjusted EBITDA of $175.9 million for the second quarter. The Consumer CLEC business had revenues of $2.9 million for the second quarter, achieving Adjusted EBITDA margins of approximately 19.5%. INVESTMENT TRANSACTIONS On May 23, 2019, Uniti completed the sale of substantially all of its U.S. ground lease business, resulting in a pre-tax gain of $5.0 million. Total consideration for the entire portfolio is approximately $34 million. LIQUIDITY AND FINANCING TRANSACTIONS At quarter-end, the Company had approximately $300 million of unrestricted cash and cash equivalents, and undrawn borrowing availability under its revolving credit agreement. The Company's leverage ratio at quarter end was 6.0x based on Net Debt to Annualized Adjusted EBITDA. As previously reported, on June 28, 2019, Uniti issued $345 million aggregate principal amount of 4.00% exchangeable senior notes, which will mature on June 15, 2024. The initial exchange price of the Exchangeable Notes is approximately $12.43 per share, representing a premium of approximately 32.50% to the $9.38 closing price of the common stock of the Company on June 25, 2019, the pricing date. The Exchangeable Notes are exchangeable into cash, shares of common stock, or a combination of both, at the Company's election. In connection with the Exchangeable Notes offering, Uniti entered into a series of privately negotiated hedging transactions with certain of the initial purchasers and/or their respective affiliates. In conjunction with the Exchangeable Notes offering, Uniti entered into an amendment to its credit agreement to extend the maturity date of $575.9 million of commitments under its revolving credit facility to April 24, 2022. A portion of the net proceeds from the Exchangeable Notes offering was used to repay outstanding borrowings under the revolving credit facility, including to make effective the amendment to extend the maturity date, and to pay the cost of the Exchangeable Note hedge transactions. During the second quarter, Uniti received notice from PEG Bandwidth Holdings, LLC that it had elected to convert all of its shares in the Company's 3.00% Series A Convertible Preferred Stock. Uniti settled the conversion in shares of common stock on July 2, 2019, issuing approximately 8.7 million shares representing a total value of $87.5 million. Upon conversion, all outstanding shares of the Series A Preferred Stock were cancelled and no longer remain outstanding. On Aug. 6, 2019, the Company's Board of Directors declared a quarterly cash dividend of $0.05 per common share, payable on Oct. 15, 2019 to stockholders of record on Sept. 30, 2019. UPDATED FULL YEAR 2019 OUTLOOK The Company's updated 2019 outlook includes, among other things, (i) the sale of the Company's U.S. ground lease business, (ii) incremental interest expense related to the Exchangeable Notes offering and amendment of the Company's revolving credit facility, (iii) the dilutive impact from the accounting treatment of its Exchangeable Notes offering and conversion of Series A Preferred Stock on our weighted-average common shares outstanding for the purpose of presenting earnings, FFO, and AFFO per diluted common share, (iv) transaction costs and other income reported during the first half of the year, and (v) other business unit level revisions. The Company's 2019 outlook assumes the Windstream lease continues in full force and effect, and that Windstream continues to make all lease payments on time. The Company's outlook includes the effect of the Bluebird transaction, which is expected to close near the end of the third quarter. A full-text copy of the Form 10-Q is available for free at: https://is.gd/3bxOcO About Uniti Group Little Rock, Arkansas-based Uniti -- http://www.uniti.com/-- is an internally managed real estate investment trust engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. As of June 30, 2019, Uniti owns 5.6 million fiber strand miles, approximately 570 wireless towers, and other communications real estate throughout the United States. Uniti reported net income attributable to common shareholders of $7.98 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common shareholders of $16.55 million for the year ended Dec. 31, 2017. As of March 31, 2019, Uniti had $4.69 billion in total assets, $6.16 billion in total liabilities, $87.25 million in convertible preferred stock, and a total shareholders' deficit of $1.55 billion. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's auditor since 2014, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 68.2% of consolidated total revenues for the year ended Dec. 31, 2018, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. * * * In February 2019, S&P Global Ratings lowered its issuer credit rating on Unti Group's Corporate Family Rating to 'CCC-' from 'CCC+'. The lower rating follows the downgrade of Uniti's principal leasing tenant, Windstream Holdings Inc. Also in February 2019, Moody's Investors Service downgraded downgraded Uniti Group Inc.'s corporate family rating (CFR) to 'Caa2' from 'Caa1' following the downgrade of Windstream Services. US 1 ASSOCIATES: Aug. 29 Plan Confirmation Hearing -------------------------------------------------- The disclosure statement explaining the Chapter 11 plan of US 1 Associates, Inc. is approved. August 29, 2019 at 11:00am is fixed as the date and time for the hearing on confirmation of the plan. Written acceptances, rejections or objections to the plan referred to above must be filed and served not less than seven (7) days before the hearing on confirmation of the plan. About US 1 Associates Inc. US 1 Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-12231) on Feb. 2, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. Middlebrooks Shapiro, P.C., is the Debtor's bankruptcy counsel. US FOODS: S&P Affirms 'BB+' Issuer Credit Rating; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' issuer credit rating on foodservice distributor US Foods Inc. (USF). The outlook remains negative. The rating agency assigned its 'BB+' issue-level rating to US Foods' proposed $1.5 billion term loan B, which will in part fund the company's pending acquisition of Services Group of America's Food Group Of Companies (SGAFG). Meanwhile, S&P lowered its issue-level rating on the company's existing $2.2 billion term loan B to 'BB+' from 'BBB-', and removed it from CreditWatch, where the rating agency placed it with negative implications on Aug. 1, 2018. It also affirmed its 'BB' issue-level rating on the company's $600 million senior unsecured notes and removing it from CreditWatch. The negative outlook continues to reflect the risk that the company will be unable to strengthen leverage to 4x or below in the 18 months following the close of the acquisition, which could occur if USF experiences integration missteps or other operational challenges. Based on the company's decision to move forward with the term loan, S&P believes regulatory approval of the acquisition (which has been under review for a year) is likely to occur in the coming weeks. S&P expects regulators will require the company to divest some assets, but the rating agency assumes this will not have a material impact on the deal or on management's deleveraging plans. Pro forma for the transaction, S&P estimates leverage will increase to the mid-4x area from the low- to mid-3x area presently. The negative outlook on USF reflects the potential for a lower rating if operating performance weakens and it fails to deleverage in line with S&P's expectations. "We could revise our outlook on USF to stable if the company successfully integrates SGAFG and deleverages below 4x through a combination of EBITDA growth and debt repayment. This would also be predicated on our belief that the company will delay shareholder payments and additional sizable debt-financed acquisitions until it has deleveraged to the 4x area," S&P said. "We could lower our ratings on USF if we believe the company will be unable to improve its leverage to 4x or lower by early 2021. This could occur if the company has difficulty managing its food, transportation, and labor costs, or if it experiences acquisition-integration missteps. We could also lower the rating if we come to believe the company has adopted a more aggressive financial policy," the rating agency said. VALERITAS HOLDINGS: Reports $14.6 Million Net Loss for 2nd Quarter ------------------------------------------------------------------ Valeritas Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $14.56 million on $7.51 million of net revenue for the three months ended June 30, 2019, compared to a net loss attributable to common stockholders of $11.51 million on $6.49 million of net revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss attributable to common stockholders of $29.80 million on $13.91 million of net revenue compared to a net loss attributable to common stockholders of $23.63 million on $12.57 million of net revenue for the same period last year. As of June 30, 2019, the Company had $52.75 million in total assets, $60.66 million in total liabilities, and a total stockholders' deficit of $7.90 million. Second Quarter and Recent 2019 Highlights * Revenues grew to $7.5 million, up 16% versus the second quarter of 2018 * Total prescriptions grew 22% year-over-year, driven by a 36% increase in target accounts * V-Go was adopted by three major commercial managed care organizations with preferred status, allowing patients easier access and lowering out of pocket expenses * Disposable patch-like devices such as V-Go were added to the American Diabetes Association Standards of Medical Care in Diabetes - 2019 * Announced preclinical results demonstrating the Company's proprietary h-Patch wearable drug delivery device as an effective option for continuous infusion for Cannabidiol (CBD) and Apomorphine "Strong growth in prescription volume in the second quarter demonstrate that our company-wide execution is accelerating the adoption of V-Go as a compelling tool to help patients with type 2 diabetes better manage their disease," said John Timberlake, president and chief executive officer. "We are confident that the combination of our V-Go Cares program combined with the increased production of our new sales representatives will enable us to achieve our goal of generating 30% year-over-year revenue growth in the second half of 2019." Second Quarter 2019 Financial Highlights Total revenue for the second quarter of 2019 was $7.5 million, a 16% increase as compared to the second quarter of 2018, and a 17% increase over the first quarter of this year. The increase in the Company's revenue was driven by prescription growth in the Company's targeted territories as U.S. total and new prescriptions in targeted accounts grew 36% and 42% year-over-year, respectively. Overall, total prescriptions for the second quarter grew more than 22%, as prescriptions in the Company's non-targeted accounts declined 7% year-over-year. Gross profit in the second quarter of 2019 was $3.7 million, an increase of 20% versus $3.1 million in the same period in 2018. Gross margin increased by over 190 basis points to 49.5% compared to the second quarter of 2018 due primarily to the increase in unit sales of V-Go, partially offset by a slight decrease in the net selling price of V-Go. Operating expenses for the second quarter of 2019 were $16.8 million, an increase of 28% from $13.1 million in the second quarter of 2018 largely due to an increase in SG&A expenses primarily related to the planned 50% increase in the U.S. field sales force, which was completed by the end of the first quarter of 2019, as well as a 15% increase in commercial spend supporting the Company's expanded sales team. Operating loss in the second quarter of 2019 was $13.1 million, as compared to $10.0 million in the second quarter of 2018, primarily due to an increase in SG&A expenses as previously noted. Net loss in the second quarter of 2019 was $14.0 million, compared to $11.0 million in the second quarter of 2018, which was primarily due to the increase in SG&A expense as previously noted. Total cash and cash equivalents were $27.3 million as of June 30, 2019. During the second quarter, the Company sold $3.8 million of its common stock, net of fees, through its ATM program with B. Riley FBR. Guidance Based on the continued strong prescription trends experienced through July offset by slightly greater pressure on net price, Valeritas projects revenue for 2019 will now be approximately $31.0 million to $33.0 million representing annual growth of roughly 22% at the midpoint of the range. The Company anticipates gross margin to trend upward throughout 2019 as its revenue growth accelerates each quarter in the second half of 2019, and it expects to exit the fourth quarter of 2019 with gross margins between 52% and 54%. A full-text copy of the Form 10-Q is available for free at: https://is.gd/1xpS7e About Valeritas Holdings Valeritas -- http://www.valeritas.com/-- is a commercial-stage medical technology company focused on improving health and simplifying life for people with diabetes by developing and commercializing innovative technologies. Valeritas' flagship product, V-Go Wearable Insulin Delivery device, is a simple, affordable, all-in-one basal-bolus insulin delivery option for patients with type 2 diabetes that is worn like a patch and can eliminate the need for taking multiple daily shots. V-Go administers a continuous preset basal rate of insulin over 24 hours, and it provides discreet on-demand bolus dosing at mealtimes. It is the only basal-bolus insulin delivery device on the market today specifically designed keeping in mind the needs of type 2 diabetes patients. Headquartered in Bridgewater, New Jersey, Valeritas operates its R&D functions in Marlborough, Massachusetts. Valeritas incurred a net loss of $45.92 million in 2018 following a net loss of $49.30 million in 2017. As of March 31, 2019, Valeritas had $59.59 million in total assets, $58.12 million in total liabilities, and $1.46 million in total stockholders' equity. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2016, issued a "going concern" opinion in its report dated March 5, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. VYCOR MEDICAL: Incurs $185,000 Net Loss for Quarter Ended June 30 ----------------------------------------------------------------- Vycor Medical, Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $185,304 on $429,890 of revenue for the three months ended June 30, 2019, compared to a net loss of $418,584 on $301,665 of revenue for the same period in 2018. At June 30, 2019, the Company had total assets of $1,128,830, total liabilities of $2,157,510, and $1,028,680 in total stockholders' deficiency. The Company has incurred losses since its inception, including a net loss of $365,602 for the six months ended June 30, 2019 and has not generated cash flows from operations. As of June 30, 2019 the Company had a working capital deficiency of $406,041, excluding related party liabilities of $1,056,089. As a result, these conditions, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/B8IxLr Vycor Medical, Inc. designs, develops, and markets neurological medical devices and therapies in the United States and Europe. The company provides non-invasive rehabilitation therapies for those who have vision disorders resulting from neurological brain damage that caused by a stroke. It operates in two segments, Vycor Medical and NovaVision. The Vycor Medical segment provides devices for neurosurgery comprising ViewSite Brain Access System, a retraction and access system for brain and spine surgeries. The NovaVision segment offers non-invasive, computer-based rehabilitation targeted at an un-addressed market of people who have lost their sight as a result of stroke or other brain injury. It offers therapies that restore and compensate for lost vision, including VRT that delivers a series of light stimuli along the border of the patient's visual field loss; VRT and NeET restoration therapies; and NeuroEyeCoach compensation or saccadic therapies for those suffering vision loss as a result of neurological trauma. The company primarily serves hospitals and medical professionals. Vycor Medical, Inc. was founded in 2005 and is headquartered in Boca Raton, Florida. WHITING PETROLEUM: S&P Cuts ICR to BB- on Operational Issues ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Whiting Petroleum Corp., a Denver-based crude oil and natural gas exploration and production (E&P) company, to 'BB-' from 'BB'. The rating agency also lowered its issue-level rating on the company's senior secured debt to 'BB+' from 'BBB-'. The recovery rating remains '1', indicating S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery of principal in the event of a payment default. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'BB-' from 'BB'. The recovery rating remains '4', indicating S&P's expectation of average (30%-50%: rounded estimate: 30%) recovery of principal in the event of a payment default. The downgrade reflects a weakening in Whiting Petroleum's business risk profile primarily the result of a reduced growth outlook, operational issues in the Williston Basin, and geographically concentrated asset base. Whiting reduced its full-year 2019 production guidance midpoint by 3%, to about 125,300 barrels of oil equivalent per day (boe/d), which represents a decrease of about 2% compared with 2018 average production volumes, while most E&P peers are continuing to grow production. Whiting's production was hurt by limited gas processing capacity in the region, which has come under strain due to North Dakota's progressively more stringent gas capture requirements. This resulted in Whiting curtailing about 3,000 barrels of oil per day (bbl/d) in the region, from a combination of constrained well flow and the deferral of well completions. New infrastructure is expected to come online around year-end, which will likely alleviate the situation. The stable outlook reflects S&P's expectation that Whiting will maintain a modest financial policy and generate free cash flow over the next 12 to 18 months. It expects FFO/debt should continue to exceed 30% over this period, assuming average West Texas Intermediate (WTI) prices of $55/bbl in both 2019 and 2020 and the easing of production curtailments by the end of 2019. In addition, S&P expects the company to address its 2020 and 2021 debt maturities in a timely manner. "We could lower the rating if FFO/debt weakened such that it approached 20% for a sustained period, which we believe would most likely occur if production falls short of our current projections and oil prices and/or differentials deteriorate below our current assumptions. We could also lower the ratings if Whiting does not address its 2021 debt maturity in a timely manner," S&P said. "We could raise the rating if Whiting increases its scale or asset diversification to levels commensurate with higher-rated peers, or if FFO/debt improved to above 45%. This would most likely occur if the company increases production and reserves beyond our current expectations through further drilling efficiencies and bolt-on acquisitions while continuing to generate cash flow in excess of capital spending," S&P said. WILLOW BEND: Aug. 30 Plan Confirmation Hearing ---------------------------------------------- The Fourth Amended Disclosure Statement explaining the Fourth Amended Chapter 11 Plan of Reorganization of Willow Bend Ventures, LLC, is approved. A hearing on Confirmation of the debtor’s fourth amended chapter 11 plan of reorganization will be held before the undersigned Bankruptcy Judge in COURTROOM B-709 HALE BOGGS FEDERAL BUILDING 500 POYDRAS STREET NEW ORLEANS, LOUISIANA on FRIDAY, AUGUST 30, 2019 AT 9:00 A.M. August 23, 2019 is fixed as the last day for filing and serving written objections to Confirmation of the debtor’s fourth amended chapter 11 plan of reorganization. Counsel for the Debtor: Phillip K. Wallace, Esq. 4040 Florida Street, Suite 203 Mandeville, LA 70448 (985) 624-2824 Fax : (985) 624-2823 Email: PhilKWall@aol.com About Willow Bend Ventures Edgard, Louisiana-based Willow Bend Ventures, LLC, sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11178) on May 9, 2017. The Debtor hired Phillip K. Wallace, PLC as its bankruptcy counsel; Professional Law Corporation of Liskow & Lewis and the Bezou Law Firm as special counsel; and Fletcher & Associates, LLC as accountant. ZLOOP INC: Law Firm Compelled to Produce Several E-mails -------------------------------------------------------- Magistrate Judge Patrick J. Hanna granted in part and denied in part Plaintiff, Zloop, Inc.'s motion to compel Phelps Dunbar lawyers to produce documents in the case captioned ZLOOP, INC., v. PHELPS DUNBAR LLP, et al., Civil Action No. 6:18-cv-00031, No. 6:18-cv-00032 (W.D. La.). Zloop, Inc., through its counsel James H. Gibson and Charles M. "Chuck" Kreamer of the Allen & Gooch law firm, seeks the production of seventeen e-mails that were sent by Phelps Dunbar lawyers to other lawyers in the same firm regarding ethical or professionalism issues involving the firm's joint representation of Zloop, Mr. Boston, and Mr. LaBarge. The seventeen e-mails were exchanged on dates between Dec. 5 and Dec. 16, 2016 among defendant Heather Duplantis, defendant Michael D. Hunt, Phelps Dunbar attorney Christopher Ralston, and others at the Phelps Dunbar law firm with regard to Allen & Gooch's request that Phelps Dunbar turn over its entire file and Allen & Gooch's request that Phelps Dunbar reimburse Zloop the sum of approximately $72,000 in attorneys' fees. The defendants claim that the documents are protected by the attorney-client privilege. Redacted versions of the documents were produced by Phelps Dunbar to Allen & Gooch and copies of the unredacted documents were submitted to the Court under seal for in camera review. The plaintiff alleged that the court has subject-matter jurisdiction over this action. The facts set forth in the plaintiff's original compliant are insufficient to establish diversity jurisdiction. If this were a diversity case, Louisiana law would govern the issue of whether the attorney-client privilege precludes disclosure of the seventeen e-mails. Since diversity jurisdiction has not been established, however, the common law as interpreted by federal courts governs this dispute. What law governs the dispute is not critically important in this case, however, because federal common law and Louisiana statutory law are materially similar concerning the attorney-client privilege. There is no presumption that a company's communications with counsel are privileged. Instead, a fact-specific inquiry must be made. The attorney-client privilege does not apply to materials that contain purely factual data. Similarly, a document that simply transmits another document to other individuals without more is not protected by the attorney-client privilege. Therefore, documents that were "carbon copied" to counsel for informational purposes rather than for legal advice are not privileged. Furthermore, with particular applicability to this case, the general rule is that information regarding attorneys' fees is generally not privileged. In this case, the defendants contend that they sought legal advice from a lawyer in their firm, Christopher Ralston, who was not working on this case but was a member of the firm's Ethics Committee and charged with addressing questions raised by any attorney at the firm regarding "the applicability, interpretation[,] or meaning of any of the rules of professional conduct." This Court finds that a law firm, like any other business, is entitled to in-house counsel. In this case, Phelps Dunbar established that it has policies in place regarding the consultation by its attorneys with particular lawyers in the firm designated as coverage counsel and also with particular lawyers in the firm designated as an Ethics Committee, to whom such issues may be addressed. This Court finds that it is immaterial that Mr. Ralston was a member of the Ethics Committee rather than the firm's officially designated coverage counsel. This Court finds that the defendants could have been in the position of a client seeking legal advice from Mr. Ralston, their attorney, when they approached him about Allen & Gooch's request for the file and the reimbursement of legal fees. Whether the seventeen e-mails are protected by the attorney-client privilege relating to communications between Mr. Ralston and the Phelps Dunbar attorneys providing services to Zloop, Mr. Boston, and LaBarge is the issue that must be resolved. Upon analysis of the e-mails, the Court finds that (1) the second and third sentences of the e-mail dated Dec. 5, 2015 are protected from production on the basis of the attorney-client privilege because they contain a request for legal advice; (2) the e-mail dated Dec. 12, 2016 at 3:22 p.m. is protected from production on the basis of the attorney-client privilege because it seeks legal advice on how to address conflict-of-interest issues during a conference with the Magistrate Judge; and (3) the e-mail sent at 4:37 p.m. that is part of the e-mail chain dated Dec. 16, 2016 at 4:40 p.m and duplicated in several subsequent items, is protected from production on the basis of the attorney-client privilege because it contains a request for legal advice. The Court finds that all of the other e-mails sought to be protected from production are not protected by the attorney-client privilege and should promptly be produced by the defendants to the plaintiff. A copy of the Court's Memorandum Ruling dated March 21, 2019 is available at https://bit.ly/2YOosLk from Leagle.com. Zloop Inc, by and through Patrick Trae' O'Pry, Plan Administrator, Plaintiff, represented by James H. Gibson, Gibson Law Partners, Charles M. Kreamer, Gibson Law Partners & Michael O. Adley, Gibson Law Partners. Zloop Inc, Consol Plaintiff, represented by James H. Gibson, Gibson Law Partners, Charles M. Kreamer, Gibson Law Partners & Michael O. Adley, Gibson Law Partners. Phelps Dunbar L L P, Heather Duplantis, Michael D Hunt, Kelly Kromer Boudreaux & Marc G Matthews, Defendants, represented by Christine Lipsey, McGlinchey Stafford, Jon Ann H. Giblin, McGlinchey Stafford, Michael H. Rubin, McGlinchey Stafford & Rachal Danielle Cox, McGlinchey Stafford. Phelps Dunbar L L P, Heather Duplantis, Michael D Hunt, Kelly Kromer Boudreaux & Marc G Matthews, Consol Defendants, represented by Christine Lipsey, McGlinchey Stafford, Jon Ann H. Giblin, McGlinchey Stafford, Michael H. Rubin, McGlinchey Stafford & Rachal Danielle Cox, McGlinchey Stafford. About ZLOOP, Inc. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. Founded in 2012, the Company offers eWaste recycling and data destruction services through its facility in Hickory, NC. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. The U.S. trustee overseeing the Debtors' Chapter 11 cases on Sept. 2, 2015, appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. [^] BOND PRICING: For the Week from August 5 to 9, 2019 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.75 15.824 10/1/2022 Acosta Inc ACOSTA 7.75 15.948 10/1/2022 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 7.875 31.202 12/15/2024 Approach Resources Inc AREX 7 22.02 6/15/2021 BNC Bancorp BNCN 5.5 92.251 10/1/2024 BPZ Resources Inc BPZR 6.5 3.017 3/1/2049 BPZ Resources Inc BPZR 6.5 3.017 3/1/2015 Bon-Ton Department Stores Inc/The BONT 8 10.625 6/15/2021 Bristow Group Inc BRS 6.25 19.5 10/15/2022 Bristow Group Inc BRS 4.5 19.5 6/1/2023 California Resources Corp CRC 5.5 53.616 9/15/2021 Cenveo Corp CVO 8.5 1.346 9/15/2022 Cenveo Corp CVO 8.5 1.346 9/15/2022 Cenveo Corp CVO 6 0.894 5/15/2024 Chukchansi Economic Development Authority CHUKCH 9.75 60 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.25 60 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12 15.25 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 0.313 3/15/2024 DFC Finance Corp DLLR 10.5 67.125 6/15/2020 DFC Finance Corp DLLR 10.5 67.125 6/15/2020 Denbury Resources Inc DNR 5.5 44.345 5/1/2022 Ditech Holding Corp DHCP 9 0.01 12/31/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 1.851 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 20.741 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8 13.053 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 1.632 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 20.673 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8 17.845 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 1.462 9/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 7.75 1.462 9/1/2022 Enel X North America Inc ENOC 2.25 99.75 8/15/2019 Energy Conversion Devices Inc ENER 3 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.75 38.125 10/15/2019 Federal Farm Credit Banks FFCB 2.75 99.441 5/15/2024 Federal Home Loan Banks FHLB 3.35 99.459 5/15/2029 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.051 6/15/2020 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 77.742 6/15/2020 Fleetwood Enterprises Inc FLTW 14 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.5 38.173 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.5 38.235 4/1/2023 Frontier Communications Corp FTR 8.5 64.004 4/15/2020 Frontier Communications Corp FTR 6.25 55.65 9/15/2021 Frontier Communications Corp FTR 8.75 51.492 4/15/2022 Frontier Communications Corp FTR 9.25 54.032 7/1/2021 Frontier Communications Corp FTR 8.875 57.212 9/15/2020 Goodman Networks Inc GOODNT 8 49 5/11/2022 Grizzly Energy LLC VNR 9 6 2/15/2024 Grizzly Energy LLC VNR 9 6 2/15/2024 Halcon Resources Corp HKUS 6.75 15 2/15/2025 Halcon Resources Corp HKUS 6.75 14.666 2/15/2025 Halcon Resources Corp HKUS 6.75 11.5 2/15/2025 Halcon Resources Corp HKUS 6.75 14.625 2/15/2025 Halcon Resources Corp HKUS 6.75 14.625 2/15/2025 High Ridge Brands Co HIRIDG 8.875 8.544 3/15/2025 High Ridge Brands Co HIRIDG 8.875 8.544 3/15/2025 Hornbeck Offshore Services Inc HOS 5.875 58.753 4/1/2020 Hornbeck Offshore Services Inc HOS 5 46.688 3/1/2021 Hornbeck Offshore Services Inc HOS 1.5 95.5 9/1/2019 Iconix Brand Group Inc ICON 5.75 35.75 8/15/2023 JC Penney Corp Inc JCP 7.125 30.033 11/15/2023 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8 3.69 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 6 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8 3.5 9/20/2023 Lehman Brothers Inc LEH 7.5 1.847 8/1/2026 MF Global Holdings Ltd MF 9 14.75 6/20/2038 MF Global Holdings Ltd MF 6.75 14.75 8/8/2016 MModal Inc MODL 10.75 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.35 16.25 7/1/2026 Murray Energy Corp MURREN 11.25 23.606 4/15/2021 Murray Energy Corp MURREN 9.5 21.5 12/5/2020 Murray Energy Corp MURREN 11.25 23.552 4/15/2021 Murray Energy Corp MURREN 9.5 21.5 12/5/2020 NWH Escrow Corp HARDWD 7.5 60 8/1/2021 NWH Escrow Corp HARDWD 7.5 57.569 8/1/2021 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 3.963 5/15/2019 New WEI Inc WLTG 8.5 0.834 4/15/2021 Northwest Hardwoods Inc HARDWD 7.5 58.676 8/1/2021 Northwest Hardwoods Inc HARDWD 7.5 58.676 8/1/2021 Pernix Therapeutics Holdings Inc PTX 4.25 2.25 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.25 2.25 4/1/2021 Pioneer Energy Services Corp PES 6.125 39.692 3/15/2022 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.154 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.154 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.155 10/1/2027 Renco Metals Inc RENCO 11.5 24.875 7/1/2003 Rolta LLC RLTAIN 10.75 8.405 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8 43.5 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 17.25 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 9.522 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8 43.792 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 9.842 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 9.522 11/1/2021 Sanchez Energy Corp SNEC 6.125 5.765 1/15/2023 Sanchez Energy Corp SNEC 7.75 5.154 6/15/2021 Sears Holdings Corp SHLD 6.625 7 10/15/2018 Sears Holdings Corp SHLD 6.625 4.53 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.5 1.162 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.5 1.141 12/1/2028 Sears Roebuck Acceptance Corp SHLD 7 1.295 6/1/2032 Sears Roebuck Acceptance Corp SHLD 6.75 1.171 1/15/2028 Sempra Texas Holdings Corp TXU 5.55 13.5 11/15/2014 Sempra Texas Holdings Corp TXU 9.75 93.75 10/15/2019 Stearns Holdings LLC STELND 9.375 50 8/15/2020 Stearns Holdings LLC STELND 9.375 50 8/15/2020 Synchronoss Technologies Inc SNCR 0.75 99.625 8/15/2019 TerraVia Holdings Inc TVIA 6 4.644 2/1/2018 Transworld Systems Inc TSIACQ 9.5 26 8/15/2021 Transworld Systems Inc TSIACQ 9.5 26 8/15/2021 Tyson Foods Inc TSN 2.65 100.002 8/15/2019 UCI International LLC UCII 8.625 4.78 2/15/2019 Ultra Resources Inc UPL 7.125 8.005 4/15/2025 Ultra Resources Inc UPL 6.875 7.856 4/15/2022 Ultra Resources Inc UPL 6.875 8.341 4/15/2022 Ultra Resources Inc UPL 7.125 7.948 4/15/2025 Windstream Services LLC / Windstream Finance Corp WIN 7.5 29.5 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 28.563 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.75 31.25 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 6.375 31.5 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.75 29.5 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.75 25.998 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.75 24.807 10/1/2021 Windstream Services LLC / Windstream Finance Corp RUE 9 1.428 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. 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