/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190828.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 28, 2019, Vol. 23, No. 239 Headlines 10 HOMESTEAD: $265K Sale of Quincy Property to Hazlett Approved 3600 ASHE: Oct. 7 Disclosure Statement Hearing 9469 BEVERLY CREST: Case Summary & 5 Unsecured Creditors ACI WORLDWIDE: S&P Affirms 'BB' ICR; Outlook Negative ADVANCED TEXTILES: U.S. Trustee Unable to Appoint Committee AE BICYCLE: Oct. 22 Plan Confirmation Hearing AGPB LLC: Unsecured Creditors to Get 3% Distribution Under Plan ANGEL 1844: To Refinance Property for Plan Payments ANTERO MIDSTREAM: S&P Downgrades ICR to 'BB'; Outlook Negative ASCENA RETAIL: Lenders Said to Raise Bankruptcy Concerns BADGER FINANCE: S&P Downgrades ICR to 'CCC' on Tight Liquidity BARNEYS NEW YORK: Fartech Says It's Not Acquiring Barneys BLACKHAWK MINING: Adds Injunction, Gov't Matters Provisions in Plan CBAK ENERGY: Chief Financial Officer Resigns CHIEF POWER: Moody's Lowers Ratings on Secured Loans to Caa1 COBRA WELL: Sept. 24 Disclosure Statement Hearing COLUMBUS PARTNERS: U.S. Trustee Unable to Appoint Committee CUSSETA ROAD: U.S. Trustee Unable to Appoint Committee DELL INC: Fitch Affirms BB+ LongTerm IDR, Outlook Still Negative DELL INC: Moody's Affirms Ba1 Corp. Family Rating, Outlook Stable DOW CORNING: Wants Court to Approve Settlement Deals ELIZABETH ZAHARIAN: $1.88M Sale of Sherman Oaks Property Approved EPIC COMPANIES: Case Summary & 30 Largest Unsecured Creditors FOOT & ANKLE: Unsecured Creditors to Recoup 64% Under Plan GARRY KING: $8.5K Sale of Personal Property to Walkers Approved GARY FLEMING: $590K Sale of Sewickley Property to Pronto Approved GEORGIA DIRECT: Case Summary & 20 Largest Unsecured Creditors GREAGER CUSTOM: U.S. Trustee Unable to Appoint Committee GREGORY TE VELDE: Trustee's $1.1M Sale of LP Interests Okayed HELIOS AND MATHESON: Delays Filing of Second Quarter Form 10-Q ICONIX BRAND: Posts $1.27 Million Net Income in Second Quarter IDEANOMICS INC: Appoints Steven Fadem as Director IDEANOMICS INC: Posts $5.3 Million Net Income in Second Quarter IN THE WIND: Seeks to Hire R Champ Crocker as Special Counsel INSPIRON INC: Voluntary Chapter 11 Case Summary IX DESIGN: Gets Approval to Hire Wolfe Snowden as Legal Counsel JERRY BATTEH: $125K Sale of Jacksonville Property to Niermann OK'd JERRY BATTEH: $40K Sale of Jacksonville Property to Niermann Okayed JOHN B. COX: Cox Land's $200K Sale of Equipment Approved K & B DIRECTIONAL: Oct. 1 Disclosure Statement Hearing K&N PARENT: Moody's Affirms B3 CFR & Alters Outlook to Negative LEXINGTON 12: Case Summary & 7 Unsecured Creditors LOOT CRATE: Seeks to Hire Robinson & Cole as Legal Counsel LUBY'S INC: Adds Two New Independent Board Members MARINE ENVIRONMENTAL: $2.45M Sale of Two Vessels to Offshore Okayed ODEBRECHT SA: Files Chapter 15 Bankruptcy in U.S. PERKINS & MARIE: Sept. 9 Auction of All Assets Set PES HOLDINGS: Elliott, Brown Represent Official Committee PHUNWARE INC: Sets 2019 Annual Meeting for Dec. 5 PLUS THERAPEUTICS: Receives Noncompliance Notices from Nasdaq PROTECH METAL: Case Summary & 20 Largest Unsecured Creditors PURADYN FILTER: Incurs $361,500 Net Loss in Second Quarter RAYONIER AM: Moody's Lowers CFR to B1& Alters Outlook to Negative SELECTA BIOSCIENCES: Signs $5.75 Million Share Purchase Agreement SPEEDWAY MOTORSPORTS: Moody's Reviews Ba1 CFR for Downgrade SUNEX INT'L.: $575K Sale of Export Business Assets to Atlass Okayed TIEL TRUST: Sept. 12 Disclosure Statement Hearing VARTEK LLC: Case Summary & 20 Largest Unsecured Creditors VMWARE INC: Fitch Affirms 'BB+' IDR Amid Acquisition Announcements WEATHERLY OIL: $225K Sale of Sligo South Assets to Aethon Approved WEATHERLY OIL: $400K Sale of Bethany Longstreet Assets Approved WHITEWATER/EVERGREEN: Sept. 23 Disclosure Statement Hearing ********* 10 HOMESTEAD: $265K Sale of Quincy Property to Hazlett Approved --------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized 10 Homestead Avenue, LLC's private sale of the real property commonly known as 10 Homestead Avenue, LLC's private sale of the real property commonly known as Unit 4, 10 Homestead Avenue, Quincy, Massachusetts, as described in a Deed dated April 8, 2013, recorded at Norfolk County Registry of Deeds, Book 31214, Page 199 and further described in a Master Deed dated April 11, 2018, recorded at the Norfolk County Registry of Deeds, Book 35907, Page 233, to Lei Hazlett for $265,000. The sale is free and clear of liens. The Debtor will submit a proposed order by 4:30 p.m. on Aug. 21,2019. About 10 Homestead Avenue 10 Homestead Avenue's principal assets are located at 10 Homestead Avenue Quincy, MA 02169. Landing at Braintree's principal assets are located at Units 125-139B, Commercial Street Braintree, MA 02184. 10 Homestead Avenue, LLC, and its affiliate Landing at Braintree, LLC, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr. D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the petitions signed by William T. Barry, manager, the Debtors estimated $1 million to $10 million in assets and liabilities. Judge Frank J. Bailey oversees Case No. 18-14158 while the Hon. Christopher J. Panos presides over Case No. 18-14159. The Ann Brennan Law Offices serves as the Debtors' counsel. The Law Office of Lipman & White, is the special counsel. 3600 ASHE: Oct. 7 Disclosure Statement Hearing ---------------------------------------------- 3600 Ashe, LLC, filed a First Amended Chapter 11 Plan of Liquidation and accompanying disclosure statement. The hearing to consider the adequacy of the Disclosure Statement will take place on October 7, 2019, at 1:30 p.m. 4-2 General Unsecured Claims are impaired. Each Holder of a Class 4-2 Claim shall receive, in full satisfaction, discharge, exchange, and release thereof, Cash in the amount equal to the Holder's Pro Rata Share of the Distributable Cash, and any Distribution on account of the Class 4-2 Claim shall be made after the Effective Date in the Plan Administrator's discretion. 4-3 Insider Claims are impaired. each Holder of a Class 4-3 Claim shall receive, in full satisfaction, discharge, exchange, and release thereof, Cash in the amount equal to the Holder’s Pro Rata Share of the Distributable Cash, and any Distribution on account of the Class 4-3 Claim shall be made after the Effective Date in the Plan Administrator's discretion. 4-4 Third-Party-Collateral Claims are impaired. Each Holder of a Class 4-4 Claim shall receive no Distributions on account of its Class 4-4 Claim but shall be entitled to enforce the lien securing the Class 4-4 Claim and exercise its remedies against the applicable collateral (i.e., the applicable Unit(s) that is no longer Property) to the extent permissible under applicable nonbankruptcy law. 5-1 Interests are impaired. Upon occurrence of the Effective Date, all Class 5-1 Interests shall be deemed canceled, annulled, and extinguished, and each Holder of a Class 5-1 Interest shall receive no Distributions on account of its Class 5-1 Interest. The source of all Distributions under the Plan will be the remaining Property or the net proceeds thereof, including any available Cash on hand (including the Contribution), any proceeds of the Causes of Action and Avoidance Actions, and any other property of the Debtor or Estate liquidated or administered by the Plan Administrator. A full-text copy of the Disclosure Statement dated August 19, 2019, is available at https://tinyurl.com/y4ublk5a from PacerMonitor.com at no charge. A full-text copy of the Plan dated August 19, 2019, is available at https://tinyurl.com/y3tvdrhd from PacerMonitor.com at no charge. Attorneys for 3600 Ashe, LLC: Dean G. Rallis, Jr., Esq. Matthew D. Pham, Esq. ANGLIN, FLEWELLING, RASMUSSEN, CAMPBELL & TRYTTEN LLP 301 N. Lake Ave., Suite 1100 Pasadena, CA 91101-4158 Tel: (626) 535-1900 Fax: (626) 577-7764 Email: drallis@afrct.com mpham@afrct.com About 3600 Ashe LLC 3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the petition signed by Stephen Hall, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Deborah J. Saltzman presides over the case. Dean G. Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten LLP, serves as bankruptcy counsel to the Debtor; and DTLA Real Estate, Inc., as its real estate broker. 9469 BEVERLY CREST: Case Summary & 5 Unsecured Creditors -------------------------------------------------------- Debtor: 9469 Beverly Crest LLC 9469 Beverlycrest Drive Beverly Hills, CA 90210 Business Description: 9469 Beverly Crest LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-20000 Debtor's Counsel: John N. Tedford, Esq. DANNING, GILL, DIAMOND & KOLLITZ, LLP 1900 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 Tel: 310-277-0077 Fax: 310-277-5735 E-mail: jtedford@dgdk.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin Livingston, managing member. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-20000.pdf List of Debtor's Five Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. LA Hillside Homes, Inc. $240,000 4055 Murietta Avenue Sherman Oaks, CA 91423 2. Sharf Law Firm $3,500 6080 Center Drive, 6th Floor Los Angeles, CA 90045 3. City of Los Angeles $0 Office of Finance PO Box 53200 Los Angeles, CA 90053 4. Franchise Tax Board $0 P.O. Box 942857 Sacramento, CA 94257 5. Internal Revenue Service $0 P.O. Box 21126 Philadelphia, PA 19114 ACI WORLDWIDE: S&P Affirms 'BB' ICR; Outlook Negative ----------------------------------------------------- S&P Global Ratings affirmed its issuer credit rating on ACI Worldwide Inc. at 'BB' and resolved its CreditWatch listing. At the same time, S&P downgraded the issue-level rating on ACI's $400 million senior unsecured notes to 'BB-' from 'BB', reflecting their subordination to an increasing amount of secured debt. The '5' recovery rating indicates S&P's expectation of modest (10%-30%; rounded 25%) recovery in the event of default. ACI on May 9 completed its SpeedPay acquisition (Western Union's United States bill-pay business) for $750 million in an all-cash transaction. The company primarily funded the transaction with a $235 million draw on its revolving credit facility, and $775 million from a senior secured term loan ($275 million initial term loan and $500 million from a delayed draw term loan). S&P's affirmation of ACI's rating reflects its assessment that pro forma leverage -- which the rating agency expects to increase to 3.0x by mid-2020, up from 2.3x at the end of 2018, following the SpeedPay acquisition will remain below 4.0x, but it is placing the rating on a negative outlook in light of its view that the company is exposed to a slowing global economy and that macroeconomic weakness could lead to sustained increases in leverage above its base-case forecast. S&P is simultaneously downgrading the firm's unsecured notes because it views an increasing quantity of secured debt will reduce the recovery prospects of these notes in a default. The negative outlook reflects S&P's view that the company is exposed to a slowing global economy and that there is risk that a sustained economic slowdown could limit ACI's ability to maintain leverage under 4x over the next 12 months. S&P currently expects that revenue contribution from Speedpay will drive at least low-double-digit percent revenue growth in 2020, with modestly expanding EBITDA margins from acquisition synergies. The rating agency expects revenue growth rates to normalize in 2021 in the low- to mid-single-digit range and expect leverage to reach the high-2x area by 2021. "We could lower our rating if competitive pressures or high customer attrition result in continued organic revenue declines, if operational missteps result in significant EBITDA margin compression, or if the company adopts a more aggressive financial policy such that leverage approaches 4.0x. Given consolidation trends in the industry, the potential for additional tuck-in acquisitions also represents downside risk," S&P said. "While an upgrade is unlikely over the next year given ACI's relatively modest scale and free cash flow generation, we could stabilize our rating if the company achieves a stronger market position, grows organic revenues consistently in at least the mid-single-digit percentage area, and sustains leverage below 3.5x," the rating agency said. ADVANCED TEXTILES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Advanced Textiles LLC as of Aug. 26, according to a court docket. Advanced Textiles Advanced Textiles, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-08428) on July 9, 2019. In the petition signed by its managing member, Paul Honnen, Advanced Textiles estimated assets of less than $50,000 and debts of less than $1 million. The case has been assigned to Judge Brenda K. Martin. Advanced Textiles is represented by Patrick F. Keery, Esq., at Keery McCue, PLLC. AE BICYCLE: Oct. 22 Plan Confirmation Hearing --------------------------------------------- AE Bicycle Liquidation, Inc., AI Bicycle Liquidation, Inc., Performance Direct, Inc., Bitech, Inc., and Nashbar Direct, Inc., filed a Chapter 11 plan of liquidation and accompanying disclosure statement. The Bankruptcy Court has issued an order conditionally approving the Disclosure Statement and scheduling a combined hearing on the final approval of the Disclosure Statement and confirmation of the Plan for Oct. 22, 2019 at 9:30 am. Objections are due Oct. 7, 2019 at 5:00 pm. Ballots are due Oct. 7, 2019 at 5:00 pm. Class 3: General Unsecured Claims are impaired. Fifty five percent (55%) of the Net Available Cash in the estates of ASI, Performance Direct and Bitech, respectively, shall be distributed to holders of allowed General Unsecured Claims, including the allowed deficiency claims of York Street Note Purchasers and Ideal. Distributions on account of the Secured Creditors’ deficiency claims against ASE and Nashbar. Fifty five percent (55%) of all Net Recoveries on Bankruptcy Causes of Action of ASI, Performance Direct and Bitech, respectively, shall be allocated to holders of allowed General Unsecured Claims of ASI, Performance Direct and Bitech, respectively. All Net Recoveries on Bankruptcy Causes of Action of ASE and Nashbar, respectively, shall be allocated 100% to other GUC creditors of ASE and Nashbar, respectively. Class 1: Secured Claims of Advanced Holdings are impaired. Forty percent (40%) of the Net Available Cash in the estates of ASI, Performance Direct and Bitech, respectively, shall be distributed to Advanced Holdings. Forty percent (40%) of all Net Recoveries on Bankruptcy Causes of Action of ASI, Performance Direct and Bitech, respectively, shall be distributed to Advanced Holdings. All net recoveries on Bankruptcy Causes of Action of ASE and Nashbar, respectively, shall be allocated 100% to other GUC creditors of ASE and Nashbar. Class 2: Secured Claims of York Street Note Purchasers are impaired. Five percent (5.0%) of the Net Available Cash in the estates of ASI, Performance Direct and Bitech, respectively, shall be distributed to York Street Note Purchasers. York Street Note Purchasers shall be entitled to share pro rata with other GUC creditors to the extent of its allowed deficiency claims against ASI, Performance Direct and Bitech. Five percent (5%) of all Net Recoveries on Bankruptcy Causes of Action of ASI, Performance Direct and Bitech, respectively, shall be allocated to York Street Note Purchasers. All Net Recoveries on Bankruptcy Causes of Action of ASE and Nashbar, respectively, shall be allocated 100% to other GUC creditors of ASE and Nashbar. Class 4: Equity Interests are impaired. The existing equity interests in the Debtors shall be extinguished as of the Effective Date. Holders of Class 4 Equity Interests will receive or retain no property on account thereof. The Plan Administrator will use proceeds remaining on the Effective Date or thereafter recovered or generated from the liquidation of Assets and from recoveries on causes of action (including Bankruptcy Causes of Action) to fund payments as, to the extent and in the manner provided under the Plan. A full-text copy of the Disclosure Statement dated August 19, 2019, is available at https://tinyurl.com/y2m7yvfn from PacerMonitor.com at no charge. A full-text copy of the Amended Disclosure Statement dated August 20, 2019, is available at https://tinyurl.com/y5uzthoa from PacerMonitor.com at no charge. Counsel for the Debtors: John A. Northen, Esq. Vicki L. Parrott, Esq. John Paul H. Cournoyer, Esq. NORTHEN BLUE LLP 1414 Raleigh Road, Suite 435 Chapel Hill, North Carolina 27517 Telephone: (919) 968-4441 Email: jan@nbfirm.com vlp@nbfirm.com jpc@nbfirm.com -- and -- William J. Burnett, Esq. Harry J. Giacometti, Esq. E. Richard Dressel, Esq. Damien Nicholas Tancredi, Esq. FLASTER/GREENBERG P.C. 1835 Market Street, Suite 1050 Philadelphia, PA 19103 (215) 279-9383 Telephone (215) 279-9394 Facsimile Email: william.burnett@flastergreenberg.com harry.giacometti@flastergreenberg.com Rick.Dressel@flastergreenberg.com Damien.Tancredi@flastergreenberg.com About Advanced Sports Enterprises Advanced Sports Enterprises, Inc., now known as AE Bicycle Liquidation Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc., operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc. designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Benjamin A. Kahn. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee retained Waldrep LLP and Cooley LLP as legal counsel. * * * Judge Benjamin A. Kahn in February authorized Advanced Sports Enterprises, Inc., and affiliates to sell to (i) BikeCo, LLC the Debtors' assets, including intellectual property associated with their Wholesale Business, excluding those assets being purchased by K&B and AMain, for $16,148,000; (ii) AMain the Debtors' assets associated with their Nashbar and Performance brands and related customer lists and date for $1,245,000; (iii) K&B Investment Corp. all of the Debtors' right, title and interest in real property known as 144 Old Lystra Road, Chapel Hill, Chatham County, North Carolina for $3,625,000; and (ii) K&B all of the Debtors' right, title and interest in real property known as 1940 Dutton Road, Philadelphia, Pennsylvania for $2 million. The Debtors were renamed to AE Bicycle Liquidation, Inc., et al., following the sale of the assets. AGPB LLC: Unsecured Creditors to Get 3% Distribution Under Plan --------------------------------------------------------------- AGPB, LLC, filed a plan of reorganization and accompanying disclosure statement. The Debtor sought and obtained conditional approval of the Disclosure Statement. Class 11 - Allowed Unsecured Claims - Administrative Convenience Class are impaired. Claimholders with Allowed General Unsecured Claims of $3,999 or less shall receive a one-time distribution of 3% of their Allowed Unsecured Claim without interest within 90 days of the effective date. A creditor with an Allowed General Unsecured Claim of $4,000 or higher may elect to reduce its claim to $3,999 and receive a one-time distribution rather than payments over time by submitting a written request to Debtor's counsel. Conversely, a creditor with an Allowed General Unsecured Claim of less than $4,000 may elect to be treated under Class 10 and receive a 5% distribution paid over 60 months. Class 1 - Allowed Secured Claim of American Express National Bank are impaired. AmEx's claim will be amortized over 60 months, at 6% interest, and paid in equal monthly installments, commencing within 30 days of the effective date. There is no penalty for pre-payment. Class 2 - Allowed Secured Claim of Bryn Mawr Equipment Finance are impaired. After application of all adequate protection payments made during the case, the balance of Bryn Mawr's allowed secured claim will be amortized over 24 months at 5% interest, paid in equal monthly installments, commencing within 30 days of the effective date. There is no penalty for pre-payment. Bryn Mawr shall retain its liens until the secured claim is paid in full. Class 3 - Allowed Secured Claim of TCF Equipment Finance are impaired. The claim arises from an equipment finance agreement and includes all anticipated future interest payments. TCF has a first priority purchase money security interest on a Presstek 52DI Serial Number 1165. The Debtor shall retain the property. TCF's claim is fully secured. After application of all adequate protection payments made during the case, the balance of TCF's allowed secured claim will be paid in equal installments over 60 months, without interest, commencing within 30 days of the effective date. There is no penalty for pre-payment. Class 4 - Allowed Secured Claim of Mail Finance are impaired. Mail Finance's claim shall be treated as fully secured. Mail Finance's claim will be amortized over 60 months in equal monthly installments with no interest, commencing within 30 days of the effective date. There is no penalty for pre-payment. Mail Finance shall retain its liens until the secured claim is paid in full. Class 5 - Allowed Secured Claim of U.S. Bank Equipment Finance are impaired. US Bank's claim shall be treated as fully secured. US Bank's claim will be amortized over 60 months in equal monthly installments with no interest, commencing within 30 days of the effective date. There is no penalty for pre-payment. US Bank shall retain its liens until the secured claim is paid in full. Class 6 - Allowed Secured Claim of Seaside Solutions Inc. are impaired. Seaside's Allowed Secured Claim, as determined by the Bankruptcy Court, shall be amortized over 60 months and paid in equal monthly principal and interest installments calculated with an interest rate of 6% per annum, commencing within 30 days of the effective date. Class 7 - Allowed Secured Claim of M&M Scrubs & Distribution, Inc. are impaired. M&M's Allowed Secured Claim (Claim No. 27), as determined by the Bankruptcy Court, shall be amortized over 24 months and paid in equal monthly principal and interest installments calculated with an interest rate of 4% per annum, commencing within 30 days of the effective date. Class 8 - Allowed Secured Claim of Everest Business Funding are impaired. Everest's Allowed Secured Claim, as determined by the Bankruptcy Court or by agreement of the parties, shall be amortized over 60 months and paid in equal monthly principal and interest installments calculated with an interest rate of 6% per annum, commencing within 30 days of the effective date. Class 9 - Allowed Secured Claim of Pearl Delta Funding are impaired. Pearl's Allowed Secured Claim, as determined by the Bankruptcy Court or by agreement of the parties, shall be amortized over 60 months and paid in equal monthly installments (paid with no interest) commencing within 30 days of the effective date. Class 10 - Allowed Unsecured Claims are impaired. The Plan proposes to pay a distribution equal to approximately 5% of allowed general unsecured claims, in equal quarterly installments over five years, commencing within 30 days of the effective date. Class 12 - Allowed Interests are impaired. This Class includes the Equity Interests in the Debtor. Equity interest holder TJK Consulting Services, Inc. will lose its pre-petition equity interest in the Debtor. Upon confirmation of the Debtor's Plan, Timothy and Jennifer Kerbs (who presently own 100% of TJK Consulting Services, Inc.) will be hold the equity interest in the reorganized Debtor. Timothy Kerbs will be issued 49% of the membership interests and Jennifer Kerbs will be issued 51% of the membership interests in the Reorganized Debtor. All payments as provided for in the Debtor's Plan shall be funded by the Debtor's Cash on hand and rental revenue, unless otherwise stated. A full-text copy of the Disclosure Statement dated August 19, 2019, is available at https://tinyurl.com/y3qbghk8 from PacerMonitor.com at no charge. Attorneys for Debtor: Markarian & Hayes, Esq. 2925 PGA Blvd., Suite 204 Palm Beach Gardens, FL 33410 (561) 626-4700 (561) 627-9479-fax About AGPB LLC AGPB, LLC, which conducts business under the name, is a full-service printing and marketing company in Palm Beach Gardens, Florida. The company -- https://www.alphagraphics.com/ -- offers printing on apparel, textile products, glass, metals, papers and more. AGPB filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-23206) on Oct. 24, 2018. In the petition signed by Timothy J. Kerbs, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Erik P. Kimball presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes, is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of AGPB, LLC as of Dec. 3, according to a court docket. ANGEL 1844: To Refinance Property for Plan Payments --------------------------------------------------- Angel 1844 Realty Corp. filed a Chapter 11 plan and accompanying disclosure statement proposing to pay holders of general unsecured claims 100% of their claim upon confirmation or within 90 days of confirmation. This Class is impaired and is entitled to vote. Payments and distributions under the Plan will be funded by the refinance of Debtor's Commercial Property. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6hoh9vt from PacerMonitor.com at no charge. Angel 1844 Realty Corp. filed a Chapter 11 Petition (Bankr. E.D.N.Y. Case No. 19-43020) on May 16, 2019, and represented by David J. Doyaga, Esq. ANTERO MIDSTREAM: S&P Downgrades ICR to 'BB'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Antero Midstream Partners LP (AM) to 'BB' from 'BB+' and revised the outlook to negative. The downgrade came after S&P lowered the rating of Antero Resources Corp (AR), former parent and majority customer of Antero Midstream, to 'BB' from 'BB+', and revised the outlook to negative. Meanwhile, S&P lowered its issue-level ratings to 'BB' from 'BB+'. The '3' recovery rating is unchanged, indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in a payment default scenario. The 'bb+' stand-alone credit profile (SACP) of AM is unchanged. The rating action reflects S&P's consideration of AM as strategically important to AR. Following the simplification transaction that occurred in March 2019, AR owns 31% of AM, and holds two of nine of AM's board seats. While the lack of control provides some separation between the two entities, AM and AR are still dependent on each other. AM derives nearly 100% of its revenues from AR and they share the same management team. S&P considers the two entities inherently linked and it continues to link the ratings, with its rating on AM constrained by that of AR. The negative outlook on AM reflects the negative outlook on AR. S&P expects AM to continue to increase its volumes, resulting in adjusted debt to EBITDA of about 3.3x in 2019 and between 3.25x and 3.5x in 2020 while maintaining adequate liquidity. In addition, the rating agency expects AM to maintain a distribution coverage ratio between 1.1x and 1.2x through 2020. "We could lower our ratings on AM if we lowered our ratings on AR. Specifically, we could lower the ratings if AR's cash flow weakens such that its funds from operations (FFO) to debt declines to less than 20% with no near-term remedy," S&P said. Such a scenario could occur if commodity prices, particular for natural gas liquids (NGLs), weaken further, or if the gap between capital spending and internal cash flow widens, according to the rating agency. "In addition, we could lower our SACP on AM if AR's credit quality continues to deteriorate and AM does not diversify its customer base. We could also lower our SACP on AM if AR reduces its volume expectations, leading to sustained debt to EBITDA exceeding 3.5x at AM," S&P said. S&P said it could stabilize the outlook on AM if the outlook on AR stabilizes. This could occur if AR's consolidated leverage measures improve such that FFO to total debt comfortably exceeds 30%, and debt to EBITDA declined to near 2x on a sustained basis. This would most likely occur if the company began generating positive discretionary cash flow by further improving profitability or executing greater capital efficiency, according to the rating agency. "Though unlikely, we could raise our SACP on AM if the partnership increased its size, scale, and improved its customer diversity while maintaining current leverage metrics," S&P said. ASCENA RETAIL: Lenders Said to Raise Bankruptcy Concerns -------------------------------------------------------- Ascena Retail Group, Inc., the Mahwah, New Jersey-based company that owns women's retailers Ann Taylor, Loft, Lane Bryant and Dressbarn, owes $1.4 billion to lenders and isn't returning their phone calls, according to a New York Post report. Ascena Retail Group hasn't missed debt payments, but more than 40 lenders are nervous that Ascena may be eyeing bankruptcy, the Post reports, citing a source. "It's been radio silence from Ascena and the lenders are just spooked at this point," the source told the Post. The Post recounts that last month, the lending group made up of some 40 lenders, including Franklin Resources, Eaton Vance, Lord Abbett, and Greywolf Capital, retained Milbank as legal counsel because of all the uncertainty over what the retailer might do next. Wind Down of Dressbarn Ascena in May 2019 announced that its Dressbarn unit, which employs 6,400 people, will wind down its retail operations and close all 650 stores. All stores of the 57-year-old fashion chain are expected to close by the end of 2019. In July, Dressbarn commenced store closing or inventory clearance event sales at 53 stores that are slated for closure by the end of August. Dressbarn in July said it has engaged Gordon Brothers Retail Partners to assist with the eventual closure of all stores. It added that it has retained Hilco Streambank to solicit interest in the intellectual property assets of Dressbarn, which include U.S. and international trademarks, domain names, and other assets. Dressbarn is negotiating with landlords on a termination of unexpired leases by August or December. If landlords balk, the retailer will owe over $302 million in rent to landlords. Dressbarn reportedly warned of a bankruptcy filing if less than 90% of the landlords agree to relieve the retailer of its lease obligations. About Ascena Retail Ascena Retail Group, Inc. (NASDAQ:ASNA), a Delaware corporation, is a national specialty retailer of apparel for women and tween girls, with annual revenue of $5.6 billion for fiscal 2018. Ascena Retail through its retail brands operates ecommerce websites and 3,500 stores throughout the United States, Canada and Puerto Rico. Its store chains cover premium fashion (Ann Taylor, LOFT, and Lou & Grey), plus fashion (Lane Bryant, Catherines and Cacique), and value fashion (Dressbarn) segments, and for tween girls under the kids fashion segment (Justice). Dressbarn offers an assortment of women's clothing for every day and occasion. Dressbarn was founded by Elliot S. Jaffe and Roslyn S. Jaffe in 1962. The single store in Stamford, Connecticut grew to a nationwide chain of 650 stores. In May 2019, Dressbarn said that it will shutter all brick-and-mortar locations by the end of 2019. Ascena reported a net loss of $303.5 million on $4.039 billion of net sales for the 9 months ended May 4, 2019, compared with a net loss of $72.9 million on $4.047 billion of net sales during the same period in 2018. Ascena's balance sheet at May 4, 2019, showed $3.239 billion in total assets against $2.729 billion in liabilities. BADGER FINANCE: S&P Downgrades ICR to 'CCC' on Tight Liquidity -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Badger Finance LLC to 'CCC' from 'B-', saying it envisions a default scenario occurring over the next 12 months. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'CCC' from 'B-'. The '3' recovery rating remains unchanged, indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The downgrade reflects Badger's inability to increase its revenue and profitability, which has caused its liquidity to deteriorate. S&P now envisions a default scenario occurring over the next 12 months. The company continues to underperform its expectations because it has been unable to win significant new customers for its RTD Horseshoe business, which led to excess overhead costs and reduced its EBITDA margins to the low-double-digit percent area in the second quarter of 2019 (from the mid-twenties percent area a year ago). Badger's declining profitability has caused its leverage to increase to 12x, from 5.2x a year ago, which is a level that S&P views as unsustainable. S&P does not believe the company will be able to reduce its elevated leverage absent favorable changes in its business conditions. S&P said the negative outlook reflects that it could lower its ratings on Badger within the next 6 to 12 months if its liquidity position continues to weaken such that the rating agency views a default as imminent. "We could lower our ratings on Badger if we believe the company will run out of liquidity, restructure its debt balance whereby it repurchases its debt at less than par or conducts a distressed exchanged, or fails to meet its 1x fixed-charge coverage ratio in the next 6-12 months," S&P said. "We could revise our outlook on Badger to stable or raise our ratings if it improves its financial performance or its sponsor contributes additional equity such that the company's liquidity situation improves and we no longer envision a near-term default scenario," S&P said. This could occur if the company generates greater operating leverage at its Horseshoe facility or achieves significant customer wins in its Trilliant business, according to the rating agency. BARNEYS NEW YORK: Fartech Says It's Not Acquiring Barneys --------------------------------------------------------- In response to a New York Post published story on Aug. 26, 2019, stating that: "Barneys nears sale to online retailer Fartech", London-based online retailer Fartech immediately denied plans to acquire luxury retailer Barneys from bankruptcy. "The story is incorrect -- Farfetch is not acquiring Barneys New York," Fartech said Aug. 27. Barneys in early August sought Chapter 11 protection and said that its store locations in Chicago, Las Vegas, Seattle, and other areas will close but its Madison Avenue, Beverly Hills and three other flagship locations will remain open. Barneys New York has secured $75 million of financing from Hilco Global and the Gordon Brothers Group to keep the Company afloat while it pursues a buyer for what's left of the business. The Debtors are required to complete a sale by Oct. 4, 2019. Barneys is reportedly in advanced talks to sell itself to Fartech. Farfetch kicked off negotiations with Barneys before its Chapter 11 bankruptcy filing -- but the talks have been heating up, sources said, according to the Post. Fartech, according to the Post's sources, has even convinced the landlord of Barneys' crown jewel location on Madison Avenue to slash the rent and take back 40% of the 10-story store. The Post's source said that if Fartech buys Barneys out of bankruptcy, it plans to keep only the Madison Avenue flagship and its store in Beverly Hills open. Founded in 2007 by Jose Neves for the love of fashion, and launched in 2008, Farfetch Limited sells luxury goods on behalf of nearly 1,000 sellers, including 375 luxury brands. Fartech's e-commerce marketplace -- Farfetch.com Marketplace -- connects customers in over 190 countries with items from more than 50 countries and over 1,100 of the world's best brands, boutiques and department stores, providing access to the most extensive selection of luxury on a single platform. About Barneys New York Barneys New York -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, N.Y. The cases are assigned to Judge Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. The Debtors tapped Kirkland & Ellis LLP as legal advisor, Houlihan Lokey as financial advisor, M-III Partners, L.P. as restructuring advisor, and Katten Muchin Rosenman LLP as conflicts counsel. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent. BLACKHAWK MINING: Adds Injunction, Gov't Matters Provisions in Plan ------------------------------------------------------------------- Blackhawk Mining, LLC, and its debtor affiliates filed a modified joint prepackaged Chapter 11 plan of reorganization to include provisions on plan injunctions and treatment of certain governmental matters. The automatic stay pursuant to section 362(a) of the Bankruptcy Code and the permanent injunction, if and to the extent applicable, shall be deemed lifted without further order of the Bankruptcy Court, solely to permit: (1) claimants with valid direct action claims under applicable non-bankruptcy law to proceed with their claims; (2) any insurer of the Debtors to administer, handle, defend, settle, and/or pay, in the ordinary course of business and without further order of the Bankruptcy Court, (i) all claims (x) where a claimant asserts a direct claim against any insurer of the Debtors under applicable law or (y) that are subject to an order of the Bankruptcy Court granting the applicable claimant relief from the automatic stay or the injunction to proceed with such claim and (ii) all costs in relation to the foregoing; and (3) subject to the terms of the Debtors' agreement with any insurer of the Debtors and/or applicable non-bankruptcy law, any insurer of the Debtors to (i) cancel any policies under the Debtors' agreement with such insurer, and (ii) take other actions relating thereto. Nothing in the Plan, the Plan Supplement, or the Confirmation Order will discharge or release the Debtors, the Reorganized Debtors, or any non-debtor from any right, claim, liability, or Cause of Action of the United States or any State, or impair the ability of the United States or any State to pursue any claim, liability, right, defense, or Cause of Action against any Debtor, Reorganized Debtor, or non-debtor. Contracts, purchase orders, agreements, leases, covenants, guaranties, indemnifications, operating rights agreements, or other interests of or with the United States or any State shall be, subject to any applicable legal or equitable rights or defenses of the Debtors or the Reorganized Debtors under applicable non-bankruptcy law, paid, treated, determined, and administered in the ordinary course of business as if the Chapter 11 Cases were never filed and the Debtors and the Reorganized Debtors will comply with all applicable non-bankruptcy law. A red-lined version of the Modified Plan dated Aug. 26, 2019, is available at https://tinyurl.com/y4jzc8bt from PacerMonitor.com at no charge. The Debtors also filed Plan Supplements, including: * New Organizational Documents and Shareholders Agreement, a full-text copy of which is available at https://tinyurl.com/y29xu36j from PacerMonitor.com at no charge * New First Lien Loan Agreement, a full-text copy of which is available at https://tinyurl.com/y5wyggcj from PacerMonitor.com at no charge * Exit ABL Facility Agreement, a full-text copy of which is available at https://tinyurl.com/y2fys64d from PacerMonitor.com at no charge * Restructuring Steps Memorandum, a full-text copy of which is available at https://tinyurl.com/y4qu9vzf from PacerMonitor.com at no charge * Members of the Reorganized Blackhawk Board, a full-text copy of which is available at https://tinyurl.com/y5o9hdna from PacerMonitor.com at no charge * Rejected Executory Contract and Unexpired Lease List, a full-text copy of which is available at https://tinyurl.com/y3ksjpcq from PacerMonitor.com at no charge * Assumed Executory Contract and Unexpired Lease List, a full-text copy of which is available at https://tinyurl.com/y3f4cl4a from PacerMonitor.com at no charge * Schedule of Retained Causes of Action, a full-text copy of which is available at https://tinyurl.com/y6z25bk7 from PacerMonitor.com at no charge Kevin Nystrom, the Debtors' Chief Restructuring Officer and a Managing Director of AlixPartners, LLP, filed a Memorandum in Support of Plan Confirmation, a full-text copy of which is available at https://tinyurl.com/y63vlyep from PacerMonitor.com at no charge. Shonk Land Company LLC objected to the proposed assumption of the Shonk Leases and the asserted cure cost for these leases. Other objections were filed by Carroll Engineering Co., Delta Electric, Inc.; Garland Fork, LLC; E. Fontaine Broun and Rahel D. Broun, et. al.; Blue Eagle Land, LLC, Kinder Morgan Resources, LLC; H.A. Robson LLC, et al.; Cecil I. Walker Machinery Company, WHAYNE SUPPLY COMPANY; CSX Transportation, Inc.; Sauls Seismic, LLC; KYMAC Land LLC, Kentucky River Properties LLC, Timberlands LLC; Natural Resource Partners, L.P., ACIN LLC, and WPP LLC. Counsel for Shonk Land: Stephen M. Miller, Esq. MORRIS JAMES LLP 500 Delaware Ave., Ste. 1500 P.O. Box 2306 Wilmington, DE 19899-2306 Telephone: (302) 888-6800 Facsimile: (302) 571-1750 E-mail: smiller@morrisjames.com Counsel for Natural Resource Partners L.P., ACIN LLC and WPP LLC: Karen C. Bifferato, Esq. Kelly M. Conlan, Esq. CONNOLLY GALLAGHER LLP 1201 North Market Street, 20th Floor Wilmington, DE 19801 Telephone: (302) 757-7300 Facsimile: (302) 757-7299 E-mail: kbifferato@connollygallagher.com kconlan@connollygallagher.com -- and -- Augustus C. Epps, Jr., Esq. Michael D. Mueller, Esq. Jennifer M. McLemore, Esq. Bennett T. W. Eastham, Esq. WILLIAMS MULLEN Williams Mullen Center 200 South 10th Street, Suite 1600 Richmond, Virginia 23219 Telephone: (804) 420-6000 Facsimile: (804) 420-6507 E-mail: aepps@williamsmullen.com mmueller@williamsmullen.com jmclemore@williamsmullen.com beastham@williamsmullen.com About Blackhawk Mining Founded in 2010, Blackhawk Mining LLC -- http://www.blackhawkmining.com/-- is a diversified coal mining company headquartered in Lexington, Kentucky. They are a privately-owned coal producer operating predominantly in the Central Appalachian Basin of the United States. They sell their coal production domestically and internationally to a diverse set of end markets, such as steel producers, regulated utilities, and commodity trading houses. On July 19, 2019, Blackhawk Mining and 21 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11595). The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Potter Anderson Corroon LLP as local counsel; and Alixpartners as restructuring advisor; and Centerview Partners LLC as investment banker. Prime Clerk LLC is the claims agent. CBAK ENERGY: Chief Financial Officer Resigns -------------------------------------------- Wenwu Wang resigned from his position as the chief financial officer of CBAK Energy Technology, Inc., effective Aug. 20, 2019. Mr. Wang's resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Wang will continue to serve the Company as general manager of Dalian CBAK Battery Co., Ltd., the Company's subsidiary. On Aug. 23, 2019, the Board of Directors appointed Ms. Xiangyu Pei as the interim chief financial officer. Ms. Pei, 30, has been the secretary of the Company since 2017. She has also served as the financial controller of the Company's subsidiary, Dalian CBAK since 2017. She has been responsible for the auditing, accounting and investor relationship of Dalian CBAK, as well as assisting in consolidation and financial reporting of the Company. Ms. Pei received a PhD in World Economics from Jilin University in China. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc. -- http://www.cbak.com.cn-- is engaged in the business of developing, manufacturing and selling new energy high power lithium batteries, which are mainly used in the following applications: electric vehicles; light electric vehicles; and electric tools, energy storage, uninterruptible power supply, and other high power applications. CBAK Energy reported a net loss of $1.95 million for the year ended Dec. 31, 2018, compared with a net loss of $21.46 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $118.34 million in total assets, $112.16 million in total liabilities, and $6.17 million in total equity. Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2018. All these factors raise substantial doubt about its ability to continue as a going concern. CHIEF POWER: Moody's Lowers Ratings on Secured Loans to Caa1 ------------------------------------------------------------ Moody's Investors Service downgraded the rating on Chief Power Finance, LLC's senior secured term loan due 2020 and its senior secured revolving credit facility due 2019 to Caa1 from B3. Concurrently, Moody's revised the outlook to negative from stable. Current debt outstanding includes a $320 million senior secured term loan B due December 2020 as well as an undrawn $44 million senior secured revolving credit facility due December 2019. RATINGS RATIONALE The downgrade to Caa1 from B3 reflects the increased refinancing risk following the inability of Chief to successfully syndicate $380 million of senior secured credit facilities that would have refinanced and extended the maturities of its existing debt. According to the sponsor, ArcLight Energy Partners Fund V, LP, the syndication was discontinued because of market conditions. Moody's believes that Chief's elevated carbon transition risk as an owner of undivided interests in two coal-fired power plants was a primary factor as investor interest in lending to coal-fired generators continues to shrink in the face of stricter standards for invested capital as investors increasingly look to incorporate Environmental, Social or Governance factors into their investment strategies. Other factors that arguably contributed to the subdued market response to the refinancing was the project's weaker financial performance during the first part of 2019 compared to the same period last year as its margins and cash flow have been influenced by low natural gas prices and moderate winter weather. The decision by the Federal Energy Regulatory Commission to delay the 2022/23 base residual auction for capacity also reduced Chief's medium-term cash flow visibility. Notwithstanding the weaker than expected financial results during the part of 2019, Chief's internal cash flow generation and operating performance remains strong as the Project continues to generate free cash flow enabling it meet its required obligations from internal sources. For example, for the twelve months ending March 31, 2019, Chief recorded project cash flow to debt of around 15% and a debt service coverage ratio of around 2.5x. From a liquidity perspective, as of June 30, 2019, Chief had approximately $63 million of cash on its balance sheet in addition to approximately $30 million of capacity available on its revolving credit facility and a $14 million debt service reserve letter of credit. Under the assumption that the revolver is not extended at the end of this year and the debt service reserve letter of credit is replaced with cash from the revenue account, Moody's believes that Chief will have sufficient internal liquidity to operate its business and satisfy required debt service through December 31, 2020, the maturity date of the term loan owing to the Project's consistent operating performance, relatively low heat rates and competitive coal supply contracts. Moody's understands that ArcLight intends to move forward with the acquisition of the approximate 23% interest in Keystone and Conemaugh currently owned by PSEG Power LLC (Baa1 stable) which, when completed, would increase ArcLight's ownership to approximately 67% in Keystone and 58% in Conemaugh. However, the acquired interest will not be owned by Chief; it will be owned by another entity. As such, Chief creditors will not benefit from the incremental cash flows that this acquisition will provide. OUTLOOK The negative outlook reflects the uncertainty surrounding the project's refinancing prospects particularly given the shrinking investor pool interested in coal-fired generating assets owing to ESG. The negative outlook also incorporates the likelihood of liquidity weakening should the expiring revolving credit facility not be replaced in December 2019 as it does provide a funding source to address an unforeseen event, such as an unplanned outage. FACTORS THAT COULD LEAD TO AN UPGRADE In light of the negative outlook and the uncertainty around the refinancing challenges, prospects for a ratings upgrade are limited. To the extent, however, that the project can successfully refinance its debt in a manner that preserves its credit metrics and liquidity profile, Chief's credit profile should improve. FACTORS THAT COULD LEAD TO A DOWNGRADE The rating may be downgraded if refinancing prospects deteriorate further; if expected margins or cash flows are lower than anticipated, particularly during the winter season; if there is extended unplanned plant outage which leads to a call on Chief's liquidity. The project's rating could be downgraded if prospects for a default emerge, including through a distressed exchange, owing to the uncertain market value of merchant coal assets in the current low natural gas price environment. PROFILE Chief Power Finance, LLC is an affiliate of ArcLight Energy Partners Fund V, LP, formed to fund the acquisition of ownership interests in the Keystone Generating Station and Conemaugh Generating Station coal-fired units. The plants each have a net base-load capacity of about 1,712 MW and are located in the MAAC region of PJM in western Pennsylvania, approximately 50 miles from Pittsburgh. Chief owns 44.45% (761MW) of Keystone and 35.11% (601MW) of Conemaugh. COBRA WELL: Sept. 24 Disclosure Statement Hearing ------------------------------------------------- The hearing on the approval of Cobra Well Testers, LLC's Disclosure Statement, the United States Trustee's Limited Objection, and the objection filed by ANB Bank, is rescheduled and will be held on September 24, 2019, at 9:00 a.m. About Cobra Well Testers Cobra Well Testers, LLC, provides high pressure well testing services to the oil and gas industry. It was established in 1999 to initially service the Muddy Ridge gas field in Western Wyoming. Since then, the company has expanded to complete work in multiple oil and gas basins throughout the Rockies. Cobra Well Testers sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20449) on May 31, 2018. In the petition signed by Yavette Bailey, member, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. Judge Cathleen D. Parker oversees the case. Markus Williams Young & Zimmermann LLC is the Debtor's bankruptcy counsel. COLUMBUS PARTNERS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Columbus Partners Community Trust, according to court dockets. About Columbus Partners Based in Riverview, Fla., Columbus Partners Community Trust is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)) owning in a fee simple the Fort Benning Estates Mobile Home Park. Columbus Partners Community Trust filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-06985) on July 25, 2019. In the petition signed by Caleb Walsh, trustee, Columbus Partners Community Trust disclosed that it had total assets of $3,129,065 and total liabilities of $959,626. Columbus Partners Community Trust's counsel is Tampa Law Advocates, P.A. CUSSETA ROAD: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Cusseta Road Community Trust, according to court dockets. About Cusseta Road Community Trust Cusseta Road Community Trust classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the fee simple owner of Grand Oaks Cusseta Mobile Home Park having a comparable sale value of $1.88 million. Cusseta Road Community Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-06986) on July 25, 2019. At the time of the filing, the Debtor disclosed $1,946,158 in assets and $283,643 in liabilities. The case has been assigned to Judge Caryl E. Delano. Cusseta Road Community Trust is represented by Tampa Law Advocates, P.A. DELL INC: Fitch Affirms BB+ LongTerm IDR, Outlook Still Negative ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Dell Technologies, Inc. and for Dell's wholly owned subsidiaries Dell International LLC, EMC Corp. and Dell Inc., including the long-term Issuer Default Rating at 'BB+'. The Rating Outlook remains Negative. Fitch's actions affect $58.7 billion of total debt, including the undrawn $4.5 billion 1st lien senior secured revolving credit facility (RCF). The ratings and Outlook reflect Fitch's expectation that Dell's credit protection measures are likely to remain weak for the rating through at least the near-term despite increased confidence in the company's ability to organically meet debt reduction targets in each of fiscal 2020 and 2021 without incremental contributions from its subsidiary VMware Inc. While Fitch does not expect Dell to achieve core leverage (total debt to operating EBITDA adjusted for activities) below 3.5x until fiscal 2021, excess cash and $4 billion to $4.5 billion of annual adjusted FCF for Dell (excluding VMware) from ongoing share gains will support structural debt reduction. Fitch estimates core leverage, which excludes associated debt and profitability that Fitch attributes to DFS, was more than 4x for the latest 12 months (LTM) ended May 3, 2019, although already lower than core leverage prior to Dell's debt funded VMware tracking stock consolidation near the end of fiscal 2019. Fitch expects debt repayments and profitability growth in 2020 from meaningfully lower commodity prices and strong growth at VMware should result in core leverage below 4x exiting the current fiscal year and below 3.5x roughly mid-way through fiscal 2021. KEY RATING DRIVERS Organic Debt Reduction Capacity: Fitch has increasing confidence in Dell's capacity to organically meet its debt reduction targets, including $4.5 billion in each of fiscal 2020 and 2021. Fitch anticipates roughly $4.5 billion of annual FCF (excluding VMware) in each of these fiscal years. Fitch estimates Dell will reduce core leverage by 1x to roughly 3.9x exiting fiscal 2020 and 3.3x exiting fiscal 2021, although the majority of debt reduction will be in the first half of the year. Fitch believes that Dell is on track for core leverage below 3x in fiscal 2022 but that the company will shift to more balanced capital allocation around this time frame with an eye to achieving investment grade ratings. Strong VMware Performance: VMware should continue posting strong operating results, driven by robust adoption of the company's networking, hybrid cloud and software-as-a-service (SaaS) offerings. Fitch expects VMware will grow by double digits over the next two years and mid-single digits thereafter, providing positive organic growth and a richer sales mix with an increasing percentage of recurring cash flow. The potential acquisitions of Pivotal, Inc. and Carbon Black, Inc. should add roughly $1 billion of annual revenue for VMware, the meaningful portion of which is subscription based and strengthens VMware's applications development and cloud cyber security platforms, respectively. Share Gains Boosting Revenue: Fitch anticipates share gains in personal computers (PC), higher PC peripherals and service attach rates and pricing discipline will drive continued momentum in Dell's Client Solutions Group (CSG), despite expectations for lower unit shipments. Dell, as well as the other top PC makers, continue consolidating share from tier 2 and 3 players, a trend Fitch expects to continue given the importance of design, procurement and supply chain scale. Improving Infrastructure Performance: Despite currently weaker enterprise spending, Dell's Infrastructure Services Group's (ISG) profitability is improving, driven by cross-selling and new product introductions, as well as a more disciplined go-to-market strategy. The segment should experience modest growth, despite uneven buying patterns and increased white boxing by large cloud service providers (CSP) and execution issues in legacy storage during fiscal 2018. Dell's strong performance in industry standard servers, where the company and Hewlett Packard Enterprises (BBB+/Stable) share market leadership (40% share combined) and rapidly growing all flash arrays (AFA), hyper-converged and software-defined solutions should offset declining legacy storage technologies, which still constitute just under half of Dell's storage mix in the near term. Strengthening Profitability: Dell's profitability should continue strengthening after weaker performance in fiscal 2017 and 2018, driven by elevated commodity prices. Meaningfully lower prices, which are only now starting to stabilize, are driving Fitch's expectation for operating EBITDA ahead of plan for fiscal 2020 and a richer sales mix from faster growing VMware should support consolidated operating EBITDA margins above 12% through the forecast period. Moderate Parent-Subsidiary Linkage: Fitch believes the parent-subsidiary linkage between VMware and its 81% owner, Dell, is moderate due to its belief that VMware's indentures or independent-related party committee do not constrain Dell's ability to access VMware's cash. This was evidenced by a special dividend payment funding Dell's consolidation of its ownership interest in VMware. As a result, Fitch equalized Dell's and VMware's ratings and notched VMware's senior unsecured notes up one notch from the IDR to reflect the significance of the contribution to consolidated cash flow. DERIVATION SUMMARY Dell's core leverage is high for the peer group, although FCF-based metrics are strong driven by the company's negative cash conversion cycle. Dell's continued focus on debt reduction with FCF in conjunction with operating EBITDA growth from positive revenue trends and cost synergy realization will strengthen credit metrics. The ratings also reflect Fitch's expectations for positive organic revenue growth from share gains in PCs and servers, higher attach rates and solid growth at VMware. Fitch also believes moderate linkage between Dell and VMware provides meaningful contingent liquidity for Dell. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Continued share gains in PCs, servers and networking, strong growth at VMware and faster than corporate-wide growth at DFS drive flat to low-single digit positive organic revenue growth through the forecast period. - Declining DRAM and NAND prices will drive meaningfully higher profitability growth in fiscal 2020 versus fiscal 2019 and a higher VMware sales mix will support operating EBITDA margins above 12% through the remainder of the forecast period. - FCF is used for debt reduction, including $4.5 billion in each of fiscal 2020 and 2021. - Dell does not rely upon support from VMware for debt reduction. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Fitch believes greater than expected debt reduction from FCF, resulting in the expectation core leverage will be sustained below 3.5x and adjusted FCF (adjusted for the change in financing receivables) to debt below 5x in the near term could result in the stabilization of the current ratings, while core leverage below 3x could result in the long-term IDR being upgraded to investment grade. - Positive organic revenue growth from profitable market share gains, despite challenging demand dynamics across its largest markets, including PCs, servers and legacy storage solutions. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Pre-dividend FCF margin sustained below 2%, from lower than anticipated revenue. - Expectation for core leverage to remain above 3.5x and FCF (adjusted for the change in financing receivables) to debt approaching the high single digits from lower than expected profitability or debt reduction. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch believes Dell's liquidity remains adequate and as of May 3, 2019 consisted of i) $9.0 billion of cash, cash equivalents and short-term investments, of which $3.3 billion was attributable to VMware and ii) an undrawn $4.5 billion senior secured RCF expiring 2021. Fitch's expectations for $4 billion to $4.5 billion of adjusted annual FCF also supports liquidity, as does Fitch's expectation for more modest excess cash on Dell's balance sheet, excluding cash at VMware and what Fitch estimates is attributable to DFS. DELL INC: Moody's Affirms Ba1 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Dell Inc.'s Ba1 Corporate Family Rating and Ba1-PD Probability of Default Rating following the announcement that VMware, Inc. plans to acquire Pivotal Software, Inc. and Carbon Black, Inc. for $4.8 billion, including approximately $2.8 billion in net cash consideration. The rating outlook is stable. VMware plans to finance the cash portion of the purchase price from a combination of cash on hand and proceeds from short-term borrowings. As part of the rating action, Moody's also affirmed the debt ratings at Dell International LLC and EMC Corporation. Dell Inc. is a wholly-owned indirect subsidiary of Dell Technologies Inc. ("Dell") and VMware is an indirect, unrestricted indirect subsidiary of Dell. Affirmations: Issuer: Dell Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD6) Issuer: Dell International LLC Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD3) Senior Secured Regular Bond/Debenture, Affirmed Baa3 (LGD3) Issuer: Diamond 1 Finance Corporation Senior Secured 1st lien Notes, Affirmed Baa3 (LGD3) Senior Unsecured Notes, Affirmed Ba2 (LGD5) Issuer: EMC Corporation Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD6) Unchanged: Issuer: Dell Inc. Speculative Grade Liquidity Rating, SGL-1 Outlook Actions: Issuer: Dell Inc. Outlook, Remains Stable Issuer: Dell International LLC Outlook, Remains Stable RATINGS RATIONALE The proposed acquisitions by VMware will enhance VMware's cloud-based security and application development software portfolio and accelerate its revenue growth. While the acquisitions are credit negative for Dell given the erosion in cash position at VMware and the dilutive impact to EBITDA in the next 12 to 18 months following the close, Moody's expects VMware to repay the acquisition debt and replenish its cash balances during fiscal year ending in February 2021. Michael Dell and Dell together own common stock representing about 95% of the voting power of Pivotal common stock and will receive shares of VMware's Class B stock as part of the purchase consideration, which will raise their beneficial ownership of VMware by 0.34% to 81.09%. Moody's analyst Raj Joshi said, "The affirmation of Dell's Ba1 CFR and the stable outlook reflect Moody's view that Dell has the capacity and remains committed to substantially reducing its "core debt" over the next 12 to 24 months." Moody's expects total debt to EBITDA (incorporating Moody's analytical adjustments and proportionate consolidation of VMware's debt and EBITDA) to decline to 4x in FYE '22, down from about mid-5x at fiscal year ended February 2019. In addition to the company's commitment to reducing "core debt" by $4.8 billion in FY '20, Moody's expects that Dell will continue to allocate the preponderance of its about $3.5 billion of annual free cash flow (excluding VMware's free cash flow and incorporating Moody's adjustments for growth in financing receivables) after FY '20 to reduce its debt consistent with management's goal of achieving an investment grade financial profile. Joshi said, "We believe that future deleveraging will increasingly depend upon debt reduction as extremely favorable conditions that supported above-trend revenue and EBITDA growth in FY '19, are expected to recede in the next 12 to 24 months." Dell's adjusted EBITDA grew 13% in FY '19, benefiting from a combination of extremely favorable macroeconomic conditions globally, steep declines in memory component prices and strong business execution. Moody's expects EBITDA growth to decelerate to the high single digits in FY '20 and mid-single digits in FY '21 as a result of the slowing global macroeconomic growth and stabilizing memory prices. The Ba1 CFR is supported by Dell's significant scale as one of the largest vendors of Information Technology (IT) solutions with $91 billion in revenues and leading positions in the server, storage and personal computer categories, and through VMware, in the infrastructure software segment. However, many of Dell's core product segments are mature and demand for IT hardware products is highly correlated with changes in macroeconomic conditions. Moody's expects Dell to generate revenue growth in the low single digits though EBITDA growth should outpace revenue growth. Dell has very good liquidity comprising its strong cash balances ($5.4 billion excluding cash at unrestricted subsidiaries), a $4.5 billion revolving credit facility and Moody's expectations for free cash flow of over $3 billion over the next 12 months. Dell's Ba1 rating also incorporates the high event risk resulting from the majority ownership interest of affiliates of Michael Dell, and the equity interest in the company held by affiliates of Silver Lake Partners. The stable outlook reflects its expectation that Dell will maintain strong liquidity and prioritize debt repayments such that total debt to EBITDA will decline toward 4x over the next 12 to 24 months. Dell's rating could be upgraded if the company generates sustained annual revenue growth of at least mid-single digits, adjusted operating margins (as reported by the company) increase to the low double digits percentages, and total debt to EBITDA (including 81% of VMware debt and EBITDA, as well as Moody's adjustments for operating leases and finance operations) approaches the mid 2 times range. In addition, financial policies will need to be very conservative with the risk of a significant leveraging event considered remote. The ratings could be downgraded if Moody's expects that Dell's total debt to EBITDA (Moody's adjusted) will not decline to below 4.5x as a result of deterioration in profitability or the failure to repay debt with the preponderance of free cash flow. The principal methodology used in these ratings was Diversified Technology published in August 2018. Dell Technologies Inc. is a leading provider of personal computers, servers, enterprise storage, and related devices. Dell Technologies Inc. owns approximately 81% of VMware's outstanding common stock. DOW CORNING: Wants Court to Approve Settlement Deals ---------------------------------------------------- Dow Corning Corporation, n/k/a Dow Silicones Corporation, asks the U.S. Bankruptcy Court for the Eastern District of Michigan to approve the settlement agreements as fair and reasonable compromise of all claims and disputes arising from or related to the credit agreements and swap agreements, including, without limitation, the disputed claims. The settlement agreement in respect of the credit agreements provides for Dow Corning to pay a settlement amount of $172 million, which will first be used to reimburse the fees and expenses that the claimant parties incurred under the credit agreements or in the litigation over the disputed claims for excess interest, with the balance allocated between the revolver and the term loans such that the recovery on the revolver will be fie bond points higher than on the term loans. The portion allocated to the revolver will be paid to Bank of America as agent under the revolver for distribution on a pro rata basis to the revolver claimants, and the portion allocated to the term loans will be paid only to the non-agent claimants that are party to the loan settlement. Furthermore, the settlement agreement in respect of the swap agreements provides for Down Corning to pay a settlement amount of $15 million to the swap claimants as specified and allocated among the swap claimants in the swap settlement. Dow Corning and the claimants have reached agreements to settle all disputes related to the disputed claims. The terms of the settlements are incorporated into the two separate agreements. The motion, the settlements and the proposed order may be obtain by sending an email to DCC9019@kirkland.com or via PACER at https://ecf.mieb.uscourts.gov/. Before Dow Corning's petition date, the company was a party to these credit agreements: a) a revolving credit agreement dated as of Nov. 3, 1993, by and among Dow Corning Corporation, Bank of America National Trust and Savings Association as administrative agent, and the other financial institution party thereto; and b) file separate term loan agreements, consisting of: i) agreement dated as of Nov. 16, 1992, by and between Dow Corning and Credit Lyonnais Chicago Branch; ii) agreement dated as of July 12, 1993, by and between Dow Corning and The First National Bank of Chicago; iii) agreement dated as of Feb. 18, 1994, by and between Dow Corning and The Bank of New York; iv) agreement dated as of Feb. 24, 1994, by and between Dow Corning and Comerica Bank; and v) agreement dated as of May 26, 1994, by and between Down Corning and The Bank of Tokyo Trust Company. In addition, the company was also a party to four separate interest rate and currency exchange agreements, consisting of: a) agreement dated Jan. 19, 1988, by and between Dow Corning and Citibank N.A.; b) agreement dated Aug. 2, 1988, by and between Dow Corning and Citibank N.A., through its Tokyo branch; c) agreement dated April 17, 1990, and an amendment thereto dated May 2, 1995, by and between Dow Corning and Bank of America Illinois fka Continental Bank N.A.; and d) agreement dated March 22, 1991, and an amendment thereto dated May 12, 1995, by and between Dow Corning and Credit Suisse Financial Products. Deadline to file objections to Dow Corning's motion, if any, must be filed no later than 5:00 a.m. (Eastern Time) on Sept. 12, 2019. About Dow Corning Dow Corning Corp. -- http://www.dowcorning.com/-- produces and supplies more than 7,000 silicon-based products and services to more than 25,000 customers worldwide. Dow Corning is equally owned by The Dow Chemical Company and Corning Incorporated. The Company filed for Chapter 11 protection on May 15, 1995 (Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-related tort liability. The Company owed its commercial creditors more than $1 billion at that time. A consensual Joint Plan of Reorganization, amended on Feb. 4, 1999, offering to pay commercial creditors in full with post-petition interest, establish a multi-billion-dollar settlement trust for tort claims, and leave Dow Corning's shareholders unimpaired, took effect on June 30, 2004. ELIZABETH ZAHARIAN: $1.88M Sale of Sherman Oaks Property Approved ----------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California authorized Elizabeth Y. Zaharian's sale of the real property located at 4146 Murietta Avenue, Sherman Oaks, California outside of the ordinary course of business to Zachary and Michelle Greenberg for $1.88 million, less a buyers' credit in the sum of $5,000. The Greenbergs will tender the balance of the purchase price of $1,821,600 to West Coast Escrow via certified funds (i.e., a certified bank check or a cashier's check) prior to close escrow, scheduled for Aug. 27, 2019. The Murietta Avenue Residence will be sold free and clear of the following interests, and any other interests that may be recorded against the Murietta Avenue Residence with such interests attaching to the sale proceeds: (a) Delinquent property taxes assessed against the Murietta Avenue Residence for the period from 2015 through 2016 in favor of the Los Angeles County Treasurer And Tax Collector ("LACTTC") in the amount of $226, as set forth in the Proof Of Claim [Claim No. 3], dated Dec. 14, 2018; (b) First priority deed of trust lien in favor of U.S. Bank, National Association, successor in interest to Residential Mortgage Funding, Inc. ("RMF, Inc."), in the amount of $1,008,158, as set forth in the Proof Of Claim [Claim No. 2], dated Jan. 17, 2019, and the "Deed Of Trust," recorded in the Official Records of the Los Angeles County Recorder's Office on June 30, 2006, as Instrument No. 2006-1446141; (c) Second priority deed of trust lien in favor of Anoush Yergan, as Trustee of the Anoush Yergan Revocable Family Trust, successor in interest to Strategic Funding Source, Inc., in the principal amount of $100,000, as set forth in Schedule D: Creditors Who Have Claims Secured By Property ("Schedule D") and the Deed Of Trust And Assignment Of Rents, recorded in the Official Records of the Los Angeles County Recorder's Office on Jan. 27, 2012, as Instrument No. 20120153678; (d) Tax lien in favor of the Internal Revenue Service for the period from 2010 through 2012 in the amount of $91,863, as set forth in the Proof Of Claim [Claim No. 1], filed on behalf of the IRS on June 19, 2019, and the Notice Of Tax Lien, recorded in the Official Records of the Los Angeles County Recorder's Office on Aug. 5, 2013, as Instrument No. 20131144912; (e) Tax lien in favor of the IRS for the period from 2012 through 2013 in the amount of $12,256, as set forth in the Proof Of Claim [Claim No. 1], filed on behalf of the IRS on June 19, 2019, and the Notice Of Tax Lien, recorded in the Official Records of the Los Angeles County Recorder's Office on March 7, 2014, as Instrument No. 20140235359; (f) Third priority deed of trust lien in favor of Pacific M. International and/or Parviz Mossighi ("PMI") in the principal amount of $200,000, as set forth in Schedule D and the Deed Of Trust With Assignment Of Rents, recorded in the Official Records of the Los Angeles County Recorder's Office on April 29, 2014, as Instrument No. 20140438149; (g) Fourth priority deed of trust lien in favor of Philip Krauss c/o Olympia Financial in the principal amount of $300,000, as set forth in Schedule D and the Deed Of Trust With Assignment Of Rents, recorded in the Official Records of the Los Angeles County Recorder's Office on May 1, 2014, as Instrument No. 20140450056; (h) Fifth priority deed of trust lien in favor of the Trust, successor in interest to All Valley Dealer Auto Auction, Inc. ("AVDAA, Inc."), in the amount of $279,120, as set forth in Schedule D and the Deed Of Trust With Assignment Of Rents, recorded in the Official Records of the Los Angeles County Recorder's Office on March 2, 2016, as Instrument No. 20160228891; and (i) An abstract of judgment in favor of Strategic Funding in the amount of $69,046, as set forth in the Proof Of Claim [Claim No. 6], dated March 13, 2019, and the Abstract Of Judgment, recorded in the Official Records of the Los Angeles County Recorder's Office on Nov. 28, 2017, as Instrument No. 20171367070. The Debtor is required to pay the following from the sale proceeds and through escrow: (1) the amount of any property taxes owing through the close of escrow; (2) the demand submitted to Escrow by U.S. Bank in an amount approved for payment by the Debtor in writing; (3) the demand(s) submitted to Escrow by the Trust in an amount approved for payment by the Debtor in writing; (4) the demand(s) submitted to Escrow by the IRS in an amount approved for payment by the Debtor in writing; (5) the demand submitted to Escrow by PMI in an amount approved for payment by the Debtor in writing, or payment of $9,000 to Bond Services of California, LLC and a $200,000 holdback until the bond is released; (6) the demand submitted to Escrow by Krauss in an amount approved for payment by the Debtor in writing; (7) the sum of $22,500 to Strategic Funding Source, Inc., doing business as Kapitus, Inc.; and (8) the broker's commissions in the sum of $32,900 to Steve Shrager, Coldwell Banker Residential Brokerage and $47,000 to Margie Markus, Coldwell Banker Residential Brokerage; and (i) Costs of sale, including escrow fees and closing costs. The Escrow will hold back the sum of $18,860 for payment of estimated quarterly fees due the United States Trustee for the third quarter of 2019. Upon the close of escrow, the disbursement of the sale proceeds to the entities/individuals identified in the preceding paragraph and the issuance of a final closing statement, Escrow will remit the remaining balance of the purchase price, if any, to the Aver Firm to be deposited into its client trust account pending further order of the Court. The Murietta Avenue Residence will be sold free and clear of any claims against the Debtor and the Debtor's chapter 11 estate. The 14-day stay provided in FRBP 6004(h) is inapplicable. The Debtor will file and serve a statement regarding distribution of sale proceeds from the sale of the Murietta Avenue Residence no later than 14 days after the close of escrow in accordance with FRBP 6004(f)(1). Elizabeth Y. Zaharian sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 18-12785) on Nov. 16, 2018. The Debtor tapped Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver, as counsel. EPIC COMPANIES: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Epic Companies, LLC 1080 Eldridge Parkway, Suite 1300 Houston, TX 77077 Business Description: The Debtors together formed a full-service provider to the global decommissioning, installation and maintenance markets headquartered in Houston, Texas. The Debtors' services included heavy lift, diving and marine, specialty cutting and well plugging and abandonment services. As of the Petition Date, the Debtors have limited ongoing operations. Chapter 11 Petition Date: August 26, 2019 Seven affiliates that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Epic Companies, LLC (Lead Case) 19-34752 Epic Alabama Steel, LLC 19-34753 Epic Applied Technologies, LLC 19-34754 Epic Diving & Marine Services, LLC 19-34755 Epic San Francisco Shipyard, LLC 19-34756 Epic Specialty Services, LLC 19-34757 Zuma Rock Energy Services, LLC 19-34758 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtors' Bankruptcy Counsel: John F. Higgins, Esq. M. Shane Johnson, Esq. Genevieve M. Graham, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, Texas 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 E-mail: jhiggins@porterhedges.com sjohnson@porterhedges.com ggraham@porterhedges.com Debtors' Restructuring Advisor: S3 Advisors, LLC Debtors' Claims and Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://is.gd/MrkrEK Epic Companies' Estimated Assets: $10 million to $50 million Epic Companies' Estimated Liabilities: $100 million to $500 million The petitions were signed by Jeffrey T. Varsalone, chief restructuring officer. A full-text copy of Epic Companies' petition is available for free at: http://bankrupt.com/misc/txsb19-34752.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Dan Bunkering Trade Payable $2,231,958 840 Gessner Suite 210 Houston, TX 77024 Contact: Jim Jensen Tel: (281) 833-5801 Email: accountsamerica@dan-bunkering.com 2. McGriff, Seibels & Trade Payable $1,163,809 Williams of Texas, Inc. Lockbox Drawer 456 PO Box 11407 Birmingham, AL 35246-0456 Contact: Soila Stroot Tel: (713) 940-6585 Email: sstroot@mcgriff.com 3. Goliath Offshore Trade Payable $1,141,349 Holdings Pte, Ltd. c/o Phelps Dunbar LLP 365 Canal Street, Suite 2000 New Orleans, LA 70130 Contact: Joseph E. Lee, III Tel: (504) 584-9251 Email: josh.lee@phelps.com 4. Taylors International Services, Trade Payable $913,178 Inc. PO Box 81154 Lafayette, LA 70598 Contact: Tina Zeller Tel: (337) 234-5558 Email: tzeller@taylors-international.com 5. Fugro USA Marine, Inc. Trade Payable $695,871 P.O. Box 301114 Dallas, TX 75303-1114 Contact: Jame Fort Tel: (337) 237-1300 Email: j.fort@fugro.com 6. Health Care Services Trade Payable $491,649 Corporation dba Blue Cross Blue Shield of TX 300 East Randolf Street Chicago, IL 60601 Contact: Stefanie Brasier Tel: (972) 766-0194 Email: stefanie_brasier@bcbstx.com 7. Ernst & Young, LLP Trade Payable $401,029 PNC Bank c/o Ernst & Young US LLP 3712 Solutions Center Chicago, IL 60677-3007 Contact: Bethany Reed Tel: (832) 765-1305 Email: bethany.reed@ey.com 8. New Industries LLC Trade Payable $353,454 P.O. Box 2176 Morgan City, LA 70381-2176 Contact: Chad Paradee Tel: (985) 385-6789 Email: chad.paradee@newindustries.com 9. Crosby Tugs, Inc. Trade Payable $328,797 P.O. Box 279 Golden Meadow, LA 70359 Contact: Tami Breaux Tel: (985) 632-7575 Email: tbreaux@crosbytugs.com 10. Central Boat Rentals, Inc. Trade Payable $321,113 Dept. 0422 P.O. Box 120422 Dallas, TX 75312-0422 Contact: Amber Terrebone Tel: (985) 384-8200 Email: amber@centralboat.com 11. United Vision Logistics Trade Payable $311,223 4021 Ambassador Caffery Pkwy Suite 200 Bldg A Lafayette, LA 70503 Contact: Bentley Burgess Tel: (713) 350-5200 Email: bentley.burgess@uvlogistics.com 12. Offshore Technical Solutions Trade Payable $277,400 690 South Hollywood Road Houma, LA 70360 Contact: Richard Burgo Tel: (985) 855-7780 Email: richard@offshoretechnical.com 13. Downhole Solutions Trade Payable $264,343 P.O. Box 52613 Tulsa, OK 74152 Contact: Burt Pereira Tel: (985) 774-1409 Email: burt@downholesolutions.net 14. Versabar Trade Payable $263,342 11349 FM 529 Road Houston, TX 77041 Contact: Connie Leblanc Tel: (713) 939-3085 Email: ceblanc@vbar.com 15. Oceanwide International Trade Payable $262,865 P.O. Box 59607 4011 Limassol Cyprus Contact: Chuck Carlisle Tel: (985) 446-1313 Email: chuck@oceanwideamerica.com 16. Proserv - Marine Tech Trade Payable $262,608 P.O. Box 204311 Dallas, TX 75320-4311 Contact: Jim Crochet Tel: (985) 746-1579 Email: tim.crochet@proserv.com 17. Bill Poole Valves & Trade Payable $235,675 Controls, Inc. 710 W. Admiral Doyle Drive New Iberia, LA 70560 Contact: Barry Poole Tel: (337) 359-7081 Email: ar@billpoole.com 18. McAllister Towing of Trade Payable $235,500 New York, LLC 17 Battery Place, Suite 1200 New York, NY 10004 Contact: Alessandra Tebaldi Tel: (212) 269-3200 Email: atebaldi@mcallistertowing.com 19. Bordelon Marine, Inc. Trade Payable $231,439 P.O. Box 619 Lockport, LA 70374 Contact: Angela Gautreaux Tel: (985) 532-3817 Email: angela@bordelonmarine.com 20. Mule Services, LLC Trade Payable $224,393 1361 Duchamp Road St. Martinville, LA 70582 Contact: Joe Stegeman Tel: (337) 591-3470 Email: jstegeman@muleserv.com 21. Boxley Group, LLC Trade Payable $194,277 770 S Post Oak LN, #300 Houston, TX 77056 Contact: Krystal Byers Tel: (832) 274-8903 Email: krystal.byers@boxleygroup.com 22. Cashman Equipment Corp. Trade Payable $182,579 41 Brooks Drive, Suite 1005 Braintree, MA 02184 Contact: Paul Perez Tel: (781) 535-6222 Email: pprez@4barges.com 23. McDonough Marine Service Trade Payable $180,389 PO Box 919227 Dallas, TX 75391-9227 Contact: John Stevenson Tel: (281) 733-4343 Email: jstevenson@mcdonoughmarine.com 24. Praxair Inc. Trade Payable $178,498 PO Box 417518 Boston, MA 02241-7518 Contact: Joe Shine Tel: (203) 482-0227 Email: joe_shine@praxair.com 25. Softchoice Corporation Trade Payable $176,400 Attn: Finance Department 314 W. Superior Street Suite 402 Chicago, IL 60610-3538 Contact: Josh Brewer Tel: (319) 560-4859 26. Entier USA, Inc. Trade Payable $169,783 800 Town and Country Boulevard Suite 300 Houston, TX 77024 Contact: Colin Henry Tel: 44 (0) 7912-732907 Email: colin.henry@entier-services.com 27. Rapidlogger Systems LLC Trade Payable $159,444 10700 Corporate Drive, Suite 108 Stafford, TX 77477 Contact: Ted Beckham Tel: (281) 936-8611 Email: ted@tdbeckham.com 28. Cypress Process and Pipeline Trade Payable $154,603 Services, LLC 5727 S. Lewis Ave., Suite 300 Tulsa, OK 74105 Contact: Troy Theriot Tel: (337) 451-4440 Email: troy.theriot@cypresspps.com 29. ARC Controls, Inc. Trade Payable $153,101 4875 Tufts Road Mobile, AL 33619 Contact: Lucian Lott Tel: (251) 666-2165 Email: lucian@arccontrols.com 30. V.Ships Limited Trade Payable $142,779 V. Ships House 13, Omonia Avenue 3312-Limmassol, UK Contact: Alex Halavins Tel: 357-25848400 Email: alex.halavins@vships.com FOOT & ANKLE: Unsecured Creditors to Recoup 64% Under Plan ---------------------------------------------------------- Foot & Ankle Health Care Center, Ltd., filed a Chapter 11 plan of reorganization and accompanying disclosure statement proposing that holders of general unsecured claims, which claims total $81,636, will be paid a monthly payment of $1,872.63 beginning on month 1 and ending on month 120. The estimated percent of claim paid is 64%. The Debtor will fund the Plan by using the excess monthly cash flow. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6hwxdbm from PacerMonitor.com at no charge. About Foot & Ankle Since 2000, Foot & Ankle Health Care Center, Ltd., has been in the business of providing podiatry medical services to patients at 7 separate facilities in and around Chicago. Until 2016, the Company was managed by two doctors, namely, Vadim Goshko and his wife Galina Podolskaya. In 2016, Galina became ill and was no longer able to assist in managing the Debtors nor was she able to treat patients. Foot & Ankle Health Care Center sought relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-34613) on Dec. 14, 2018. The Hon. Jacqueline P. Cox is the case judge. Schneider & Stone is the Debtor's legal counsel. GARRY KING: $8.5K Sale of Personal Property to Walkers Approved --------------------------------------------------------------- Judge Suzanne H. Bauknight of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized the sale by Garry Edward King and Hope Moore King of their pontoon boat and trailer to Rose and Jerry Walker for $8,500. The sale is free and clear of all liens and encumbrances with the proceeds to be paid towards the unsecured priority lien of the Internal Revenue Service. Garry Edward King and Hope Moore King sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 16-32746) on Sept. 14, 2016. The Debtor tapped Thomas Lynn Tarpy, Esq., at Tarpy, Cox, Fleishman & Leveille, PLLC, as counsel. GARY FLEMING: $590K Sale of Sewickley Property to Pronto Approved ----------------------------------------------------------------- Judge Thomas P. Agressi of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Gary L. Fleming, Sr.'s sale of a parcel of real estate located at 520 Thorn Street, Sewickley, Allegheny County, Pennsylvania to Ray Pronto for $589,500. A hearing on the Motion was held on Aug. 22, 2019. The sale is free and divested of liens and claims, with such liens and claims to be transferred to the proceeds of sale. These expenses/costs will immediately be paid at the time of closing. Failure of the closing agent to timely make and forward the disbursements required by the Order will subject the closing agent to monetary sanctions, including among other things, a ﬁne or the imposition of damages, after notice and hearing, for failure to comply with the terms of the Order. Except as to the distribution specifically authorized, all remaining funds will be held by Counsel for Movant pending further Order of the Court after notice and hearing. (1) The following 1iens(s)/claim(s) and amounts; Farmer's National Bank in the approximate of $431,2890 and Key Bank, N.A. in the approximate amount of $70,801. Final payoff amounts to be determined at closing based on payoffs obtained by the closing agent. (2) Delinquent real estate taxes; (3) Current real estate taxes, pro-rated to the date of closing; (4) Any normal and necessary closing costs related to the sale of real property; (5) The costs of local newspaper advertising in the amount of $299 payable to Steidl & Steinberg, RC. 707 Grant Street, Gulf Tower-Suite 2830, Pittsburgh, PA 15219; (6) The costs of legal journal advertising in the amount of $217.50 payable to Steidl & Steinberg, PC. 707 Grant Street, Gulf Tower-Suite 2830, Pittsburgh, PA 15219; (7) The Court filing fee of $181.00 payable to Steidl & Steinberg, RC. 707 Grant Street, Gulf Tower-Suite 2830, Pittsburgh, PA 15219; (8) The Court approved realtor commission in the amount of $35,370; (9) Court approved attorney fees in the amount of $2,880 payable to Steidl & Steinberg, PC. 707 Grant Street, Gulf Tower-Suite 2830, Pittsburgh, PA 15219; (10) Payment of the Debtor's exemption taken under 11 U.S.C. Section 522(d)(1) in the amount of $11,837 to be paid directly to the Debtor at closing; (11) The balance of the funds realized from the within sale will be sent to Steidl & Steinberg, RC. 707 Grant Street, Gulf Tower-Suite 2830, Pittsburgh, PA 15219 and held by the Attorney for the Movant until further Order of Court, after notice and hearing; and (12) Other. Within seven days of the date of the Order, the Movant will serve a copy of the within Order on each Respondent/Defendant (i.e., each party against whom relief is sought) and its attorney of record, if any, upon any attorney or party who answered the motion or appeared at the hearing, the attorney of the Debtor, the Closing Agent, the Purchaser, and the attorney for the Purchaser, if any, and ﬁle a certiﬁcate of service. The Closing will occur within 60 days of the Order. Within seven days following closing, the Movants/Plaintiffs will file a Report of Sale which will include a copy of the HUD-1 or other Settlement Statement. The Sale Confirmation Order survives any dismissal or conversion of the within case. The bankruptcy case is In re Gary L. Fleming, Sr. (Bankr. W.D. Pa. Case No. 19-20486). GEORGIA DIRECT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Georgia Direct Carpet, Inc. 19-06316 aka Georgia Carpet Direct 5200 E National Rd Richmond, IN 47374 Georgia Direct West LLC 19-06318 M3 Holdings LLC 19-06319 Business Description: Georgia Direct owns and operates a carpet & flooring store in Richmond, Indiana, offering carpets, hardwoods, laminate flooring, and ceramic tile floor products. Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. Robyn L. Moberly Debtors' Counsel: Sarah Lynn Fowler, Esq. MATTINGLY BURKE COHEN & BIEDERMAN LLP 155 E. Market St., Suite 400 Indianpolis, IN 46204 Tel: 317-664-7172 E-mail: sarah.fowler@mbcblaw.com - and - Weston Erick Overturf, Esq. MATTINGLY BURKE COHEN & BIEDERMAN LLP 155 East Market Street, Suite 400 Indianapolis, IN 46204 Tel: 317-664-7136 E-mail: wes.overturf@mbcblaw.com Georgia Direct Carpet's Estimated Assets: $1 million to $10 million Georgia Direct Carpet's Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony Bledsoe, president. A full-text copy of Georgia Direct Carpet's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/insb19-06316.pdf GREAGER CUSTOM: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Greager Custom Homes, Inc. as of Aug. 26, according to a court docket. About Greager Custom Homes Greager Custom Homes, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-09913) on Aug. 8, 2019. At the time of the filing, Greager Custom Homes disclosed assets of between $100,001 and $500,000 and liabilities of the same range. The case has been assigned to Judge Eddward P. Ballinger Jr. Greager Custom Homes is represented by Allan D. Newdelman, P.C. GREGORY TE VELDE: Trustee's $1.1M Sale of LP Interests Okayed ------------------------------------------------------------- Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California authorized Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, to sell the Debtor's fractional limited partnership interests in Manzanilla Acres, L.P., Te Velde Enterprises, L.P., and Te Velde Properties, L.P. ("Family Limited Partnership Interests"), to David Arthur te Velde, Judith Ann te Velde Vanette, Bernard Alan te Velde, and Linda Elaine te Velde Moon for the sum of $1.1 million. A hearing on the Motion was held Aug. 14, 2019 at 1:30 p.m. The sale is free and clear of these liens and interests: (i) A UCC-1 Financing Lien in favor of Rabobank, N.A., in the approximate amount of $44 million, as evidenced by a UCC-1 financing Statement filed on Sept. 23, 2010, in the Office of the California Secretary of State as Document No. 10-7245 872480 and thereafter amended and continued. (ii) A UCC-1 Financing Lien in favor of Federal Land Bank Association of Kingsburg, FLCA aka Golden State Farm Credit in the alleged amount of approximately $5,354,969, as evidenced by a UCC-1 Financing Statement filed on July 28, 2011, in the Office of the California Secretary of State as Document No. 11-7279747510 and thereafter amended and continued. (iii) A UCC-1 Financing Lien in favor of J.D. Heiskell Holdings, LLC in the alleged amount of approximately $7.9 million, as evidenced by a UCC-l Financing Statement filed on Aug. 26, 2016 in the Office of the California Secretary of State as Document No. 16-543473131 and thereafter amended. (iv) A UCC-1 Financing Lien in favor of Overland Stock Yards, Inc., in the alleged amount of approximately $1.7 million, as evidenced by a UCC-1 Financing Statement filed on Oct. 11, 2017, in the Office of the California Secretary of State as Document No. 17-91346140. As adequate protection for the holder of the liens set forth, all net proceeds of sale will be held in a blocked account, with the liens identified to attach to the proceeds with the same validity, extent, and priority claimed under non-bankruptcy law, and said funds will not be disbursed absent further Order(s) of the Court. About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. HELIOS AND MATHESON: Delays Filing of Second Quarter Form 10-Q -------------------------------------------------------------- Helios and Matheson Analytics Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended June 30, 2019. Due to time and resource constraints on the accounting staff resulting from finalizing the Company's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which have not yet been filed with the SEC, the Company requires additional time to complete the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The Company previously filed Forms 12b-25 stating the reasons why it required additional time to complete the 2018 Annual Report and March 31, 2019 Quarterly Report. About Helios and Matheson Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a provider of information technology services and solutions, offering a range of technology platforms focusing on big data, business intelligence, and consumer-centric technology. Helios and Matheson currently owns approximately 92% of the outstanding shares (excluding options and warrants) of MoviePass Inc., a premier movie-theater subscription service, 100% of the outstanding membership interests in MoviePass Ventures LLC and 51% of the outstanding membership interests in MoviePass Films LLC. The Company is headquartered in New York City, has an office in Miami Florida and has an office in Bangalore India. Helios and Matheson reported a net loss of $150.8 million for the year ended Dec. 31, 2017, compared to a net loss of $7.38 million for the year ended Dec. 31, 2016. The Company's amended balance sheet at Sept. 30, 2018, showed $134.30 million in total assets, $68.86 million in total liabilities, and $65.44 million in total stockholders' equity. The report from the Company's independent accounting firm Rosenberg Rich Baker Berman, P.A., in Somerset, New Jersey, on the consolidated financial statements for the year ended Dec. 31, 2017, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and negative cash flows from operating activities. This raises substantial doubt about the Company's ability to continue as a going concern. 2018 Form 10-K Filing Delay Helios and Matheson had filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Annual Report on Form 10-K for the year ended Dec. 31, 2018. The Company said it requires additional time to provide its independent registered public accounting firm with the information and documentation regarding its assessment of its internal control over financial reporting to enable its independent registered public accounting firm to provide the required attestation report. ICONIX BRAND: Posts $1.27 Million Net Income in Second Quarter -------------------------------------------------------------- Iconix Brand Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to the Company of $1.27 million on $34.39 million of licensing revenue for the three months ended June 30, 2019, compared to a net loss attributable to the Company of $79.42 million on $50.21 million of licensing revenue for the three months ended June 30, 2018. The decline in second quarter revenue was expected, principally as a result of the transition of the Company's Danskin and Mossimo direct to retail licenses in its Women's segment, as previously announced. The Company's revenue for the second quarter of 2019 was also impacted by the effect of the Sears bankruptcy on the Company's Joe Boxer and Bongo brands in Women's and the Cannon brand in Home. While the Company recently signed new agreements with the new Sears and Kmart for the Cannon and Joe Boxer brands, the overall revenue for the Cannon and Joe Boxer brands was down year over year. The Company's Men's segment revenue decreased 37% in the second quarter of 2019, compared to the prior year quarter primarily from the Buffalo brand. The Company's International segment declined 3% in the second quarter of 2019 primarily as a result of performance in China. For the six months ended June 30, 2019, the Company reported net income attributable to the Company of $19.21 million on $70.33 million of licensing revenue compared to a net loss attributable to the Company of $51.67 million on $98.76 million of licensing revenue for the same period last year. As of June 30, 2019, the Company had $634.13 million in total assets, $723.23 million in total liabilities, $34.34 million in redeemable non-controlling interest, and a total stockholders' deficit of $123.44 million. Bob Galvin, CEO commented, "Results for the second quarter of 2019 were as expected, as we continue to stabilize the business and our operational cost structure. Our focus on the business and costs helped to improve our EBITDA margin to 59% from 49% in the prior year quarter. We also continue to build the pipeline of our future business, as we have signed 111 deals year to date for aggregate guaranteed minimum royalties of approximately $79 million." Total SG&A expenses in the second quarter of 2019 were $16.4 million, a 43% decline compared to $28.6 million in the second quarter of 2018. Most of the decline for the quarter was a decrease in compensation, advertising, bad debt expense and professional expenses. The decrease in compensation was part of the Company's continued efforts to reduce costs as well as the prior year included severance costs related to the former CEO. Additionally, expenses for the second quarter of 2018 included $2.9 million in costs associated with a debt refinancing. Total SG&A expenses in the six months ended June 30, 2019 were $34.5 million, a 45% decline compared to $62.2 million in the six months ended June 30, 2018. Interest expense in the second quarter of 2019 was $14.5 million as compared to $14.8 million in the second quarter of 2018. In the second quarter of 2019, the Company recognized a $0.3 million gain as compared to a $32.1 million gain in the second quarter of 2018. These gains result from the Company's accounting for the 5.75% Convertible Notes, which requires recording the fair value of this debt at the end of each period with any change from the prior period accounted for as other income or loss in the respective period's income statement. Interest expense in the six months ended June 30, 2019 was $29.0 million as compared to $29.4 million in the six months ended June 30, 2018. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SkC5DM About Iconix Brand Broadway, New York-based Iconix Brand Group, Inc. -- http://www.iconixbrand.com/-- is a brand management company and owner of a diversified portfolio of over 30 global consumer brands across the women's, men's, entertainment, home and international segments. The Company's business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions. As of Dec. 31, 2018, the Company's brand portfolio includes Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and PONY. Iconix Brand incurred a net loss attributable to the Company of $100.5 million for the year ended Dec. 31, 2018, following a net loss attributable to the Company of $489.3 million for the year ended Dec. 31, 2017. As of March 31, 2019, Iconix had $622.98 million in total assets, $715.6 million in total liabilities, $29.84 million in redeemable non-controlling interest, and a total stockholders' deficit of $122.5 million. IDEANOMICS INC: Appoints Steven Fadem as Director ------------------------------------------------- The board of directors of Ideanomics, Inc., approved, and Mr. Steven Fadem accepted, an appointment to the Company's Board, effective Aug. 14, 2019. There is no arrangement or understanding between Mr. Fadem and any other person pursuant to which Mr. Fadem was selected as a member of the Board, there is no family relationship between Mr. Fadem and any director or officer of the Company. Mr. Fadem is considered an independent director of the Board and has been accepted to serve on the Company's Audit Committee. Mr. Fadem has substantial experience building media, entertainment, technology, information services, big data and cybersecurity companies with experience in the digital transformation of traditional businesses. Mr. Fadem has successfully launched start-ups; turned-around and revitalized complex corporate businesses and created long-term-value for professional services organizations. Mr. Fadem was the chairman of Global Data Sentinel, a cybersecurity firm he co-founded in 2014. In his capacity as chairman, he has led the company's strategic development and capital formation. Previously, Mr. Fadem ran several private equity-backed companies in the media, energy and financial services areas; the business side of a top-five Am Law firm, Kirkland & Ellis; and a major financial services firm, Geller & Co. which, among other things, possesses a major multifamily office servicing the ultra-high net worth community and is the outsourced CFO for Bloomberg L.P. Mr. Fadem received his JD from Emory University of Law and a B.S. in Economics, Finance, and Political Science from University of Pennsylvania - The Wharton School. About Ideanomics Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a global fintech advisory and Platform-as-a-Service company. Ideanomics combines deal origination and enablement with the application of blockchain and artificial intelligence technologies as part of the next-generation of financial services. The company is headquartered in New York, NY, and has offices in Beijing, China. It also has a planned global center for technology and innovation in West Hartford, CT, named Fintech Village. Ideanomics reported a net loss of $28.42 million for the year ended Dec. 31, 2018, compared to a net loss of $10.86 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $146.22 million in total assets, $72.26 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $72.69 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IDEANOMICS INC: Posts $5.3 Million Net Income in Second Quarter --------------------------------------------------------------- Ideanomics, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $5.27 million on $14.45 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $8.61 million on $132.98 million of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported net income of $25.18 million on $41.39 million of total revenue compared to a net loss of $12.42 million on $318.92 million of total revenue for the six months ended June 30, 2018. As of June 30, 2019, the Company had $149.39 million in total assets, $61.17 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $86.95 million in total equity. As of June 30, 2019, the Company had cash of approximately $1.1 million. Approximately $0.8 million was held in its Hong Kong, US and Singapore entities and $0.3 million was held in its PRC entities. Cash used in operating activities decreased by $5.9 million for the six months ended June 30, 2019 compared to the same period in 2018, primarily due to (1) an increase in operating results from net loss of $12.4 million for the six months ended June 30, 2018 to net income of $25.2 million in the same period in 2019, (2) total non-cash adjustments increase (decrease) to net income (loss) was $(34.3) million and $3.4 million for the six months ended June 30, 2019 and 2018, respectively, and (3) total changes in operating assets and liabilities resulted in an increase of $3.2 million and of $(2.4) million in cash used in operations activities for the six months ended June 30, 2019 and 2018, respectively. Cash used in investing activities increased by $1.8 million, primarily due to additional costs incurred for Fintech Village and investment deposits paid in connection with the acquisition of Tree Motion Sdn. Bhd. The Company received $2.3 million from the issuance of convertible notes and $2.5 million in proceeds in a private placement from the issuance of restricted shares for the six months ended June 30, 2019, to certain investors, including officers, directors and other affiliates. While in the same period in 2018, the Company received $6.4 million. In addition, the borrowings from related parties increased by $1.3 million for the six month ended June 30, 2019 from the same period in 2018. Currently, the Company's primary source of liquidity is cash on hand and it has relied on debt and equity financings to fund its operations to date. The Company believes that its cash balance and its expected cash flow will be sufficient to meet all of its financial obligations for the twelve months from Aug. 14, 2019 (the date of this report). In March 2019, the Company received 1,250,000 GTB under asset purchase agreement and 7,083,333 GTB under its Digital Asset Management Services Agreement with GTD. Ideanomics said, "In the future, it is possible that we will need additional capital to fund our operations and growth initiatives, which we expect we would raise through a combination of equity offerings, debt financings, related party or third-party funding. We may also convert all or a portion of our GTB to fiat currency or U.S. Dollars as needed. "We have historically incurred significant losses which could raise substantial doubt about our ability to continue as a going concern. The unaudited consolidated financial statements included in this report have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty." A full-text copy of the Form 10-Q is available for free at: https://is.gd/tDOiWe About Ideanomics Ideanomics, formerly known as Seven Stars Cloud Group, Inc., is a global fintech advisory and Platform-as-a-Service company. Ideanomics combines deal origination and enablement with the application of blockchain and artificial intelligence technologies as part of the next-generation of financial services. The company is headquartered in New York, NY, and has offices in Beijing, China. It also has a planned global center for technology and innovation in West Hartford, CT, named Fintech Village. Ideanomics reported a net loss of $28.42 million for the year ended Dec. 31, 2018, compared to a net loss of $10.86 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $146.2 million in total assets, $72.26 million in total liabilities, $1.26 million in convertible redeemable preferred stock, and $72.69 million in total equity. B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor since 2018, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company incurred recurring losses from operations, has net current liabilities and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. IN THE WIND: Seeks to Hire R Champ Crocker as Special Counsel ------------------------------------------------------------- In The Wind, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to retain R Champ Crocker LLC as its special counsel. R Champ Crocker will continue to represent the Debtor and its managing member Michael Moore in a lawsuit filed by a certain Robby Walker. The lawsuit alleges breach of contract, fraud and other claims primarily surrounding the Debtor's. The firm's hourly rate is $240. It received a retainer in the amount of $4,847.31. According to court filings, R Champ Crocker is a "disinterest person" as that term is defined in Section 101(14) of the Bankruptcy Code. The counsel can be reached at: R Champ Crocker, Esq. R Champ Crocker LLC 207 2nd Ave SE Cullman, AL 35055 Phone: +1 256-739-5005 About In The Wind LLC In The Wind LLC, a refrigerated long-haul trucking company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-81991) on July 1, 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 is assigned to Judge Clifton R. Jessup Jr. Collins Law Offices, P.C., is the Debtor's legal counsel. INSPIRON INC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Inspiron, Inc. dba Inspiron Construction Management dba Inspiron Construction 11 Stearns Ridge Irvington, NY 10533 Business Description: Headquartered in New York, Inspiron, Inc. -- https://www.inspironconstruction.com -- is a privately held company specializing in general contracting and construction management. The Company also offers a wide array of advisory services including evaluating various project options and providing cost analyses during the pre -construction phase. Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 19-23534 Judge: Hon. Robert D. Drain Debtor's Counsel: Dawn Kirby, Esq. KIRBY AISNER & CURLEY, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: 914-401-9500 Email: dkirby@kacllp.com Debtor's Special Litigation Counsel: SPOLZINO SMITH BUSS & JACOBS LLP Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Alen Gershkovich, president. 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/nysb19-23534.pdf IX DESIGN: Gets Approval to Hire Wolfe Snowden as Legal Counsel --------------------------------------------------------------- IX Design Builders, LLC received approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Wolfe Snowden Hurd Ahl Sitzmann Tannehill & Hahn, LLP as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. examine claims, particularly priority of claims, and conduct various negotiations with creditors; b. represent the Debtor in all legal matters arising during the continuation of its business; and c. defend and prosecute all proceedings and actions initiated by and against the Debtor and its bankruptcy estate. The firm will be paid on an hourly basis and will receive reimbursement for work-related expenses incurred. Wolfe Snowden does not hold any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Wolfe Snowden can be reached at: John C. Hahn, Esq., Esq. Wolfe Snowden Hurd Ahl Sitzmann Tannehill & Hahn, LLP 1248 O St., Suite 800 Lincoln, NE 68508 Tel: (402) 474-1507 About IX Design Builders, LLC IX Design Builders LLC, a small residential construction and remodeling company, filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 18-40373) on March 8, 2018. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Thomas L. Saladino. The Debtor is represented by John C. Hahn, Esq. of Wolfe, Snowden, Hurd, Luers & Ahl, LLP. JERRY BATTEH: $125K Sale of Jacksonville Property to Niermann OK'd ------------------------------------------------------------------ Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida authorized Jerry Batteh's sale of his rental property located at 5520 Stanford Road Jacksonville, Florida, and more particularly described as Lot 1B, of Hyacinth Cove according to the plat thereof, as recorded in Plat Book 41, pages 8 through 8A, inclusive, of the current public records of Duval County, Florida, to Dawn Niermann for $125,000. In the event the closing does not occur within 60 days of the date of the Order, the Debtor will seek additional approval from the Court. The Debtor will obtain an updated payoff prior to the closing of the sale. The Creditor will receive the full amount of its payoff, as set forth above. If the Debtor disputes the payoff amount, the Court retains jurisdiction to determine the amount of the payoff for this mortgage. The sales proceeds will be made payable to the trust account of the Debtor's attorney, Edward P. Jackson. These proceeds will be disbursed by the attorney first to pay any unpaid Trustee fees, next he will disburse sufficient funds to each unsecured creditor to bring that unsecured creditor's payments current. Further, the remaining net proceeds will be held until the Debtor has filed all of his remaining quarterly operating reports that are delinquent. The proceeds made payable to the trust account of Edward P. Jackson will not be considered a disbursement for U.S. Trustee quarterly purposes and will be separately noted on the quarterly report. However, disbursements made by Edward P. Jackson from the proceeds to pay U.S. Trustee fees, to make each unsecured creditor payment due under the plan, or for any other purpose on behalf of the Debtor will be considered a disbursement. Edward P. Jackson, on behalf of the Debtor will file a report indicating proceeds received, amounts paid from his trust fund on behalf of the Debtor and to whom and the purpose, as well as the amounts turned over to the Debtor in the quarter they have been distributed and will incorporate this information in the appropriate quarterly report. The Debtor will file a copy of the closing statement evidencing the sale within 10 days of the date of the sale, and will include all disbursements at closing on his quarterly operating report for this period of time. About Jerry Batteh Jerry Batteh sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-05260) on July 18, 2011. Edward P. Jackson, Esq., in Jacksonville, Florida, serves as counsel to the Debtor. The Debtor's Chapter 11 Plan was confirmed by order dated March 26, 2014. JERRY BATTEH: $40K Sale of Jacksonville Property to Niermann Okayed ------------------------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida authorized Jerry Batteh's sale of his rental property located at 3728 Rogero Road Jacksonville, Florida, and more particularly described as: Lot 109, Fort Caroline Club Estates, Unit No. 1-A, according to the plat thereof as recorded in Plat Book 29, page 42, public records of Duval County, Florida, to Dawn Niermann for $40,000. In the event the closing does not occur within 60 days of the date of the Order, the Debtor will seek additional approval from the Court. The Debtor will obtain an updated payoff prior to the closing of the sale. The Creditor will receive the full amount of its payoff, as set forth above. If the Debtor disputes the payoff amount, the Court retains jurisdiction to determine the amount of the payoff for this mortgage. The sales proceeds will be made payable to the trust account of the Debtor's attorney, Edward P. Jackson. These proceeds will be disbursed by the attorney first to pay any unpaid Trustee fees, next he will disburse sufficient funds to each unsecured creditor to bring that unsecured creditor's payments current. Further, the remaining net proceeds will be held until the Debtor has filed all of his remaining quarterly operating reports that are delinquent. The proceeds made payable to the trust account of Edward P. Jackson will not be considered a disbursement for U.S. Trustee quarterly purposes and will be separately noted on the quarterly report. However, disbursements made by Edward P. Jackson from the proceeds to pay U.S. Trustee fees, to make each unsecured creditor payment due under the plan, or for any other purpose on behalf of the Debtor will be considered a disbursement. Edward P. Jackson, on behalf of the Debtor will file a report indicating proceeds received, amounts paid from his trust fund on behalf of the Debtor and to whom and the purpose, as well as the amounts turned over to the Debtor in the quarter they have been distributed and will incorporate this information in the appropriate quarterly report. The Debtor will file a copy of the closing statement evidencing the sale within 10 days of the date of the sale, and will include all disbursements at closing on his quarterly operating report for this period of time. About Jerry Batteh Jerry Batteh sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 11-05260) on July 18, 2011. Edward P. Jackson, Esq., in Jacksonville, Florida, serves as counsel to the Debtor. The Debtor's Chapter 11 Plan was confirmed by order dated March 26, 2014. JOHN B. COX: Cox Land's $200K Sale of Equipment Approved -------------------------------------------------------- Judge W. Homer Drake of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Cox Land & Timber, Inc., an affiliate of John B. Cox, to sell the following equipment: (i) 2012 Caterpillar 563C Harvester, (ii) 2014 Caterpillar 559 with CTR Log Loader, and (iii) 2011 Caterpillar 525C Skidder to Travis Pressley, doing business as T&C Logging, for $200,000, "As-Is, Where-Is." The Sale Hearing was held on Aug. 21, 2019. Time is of the essence in closing the Transaction, and the Court expressly finds that there is no just reason for delay in the implementation of the Order or the closing of the Transaction. Accordingly, the stay of orders authorizing the use, sale, or lease of property as provided for in Bankruptcy Rule 6004(h) will not apply to the Order, and it is immediately effective and enforceable. Within three business days after the entry of the Order, the Debtor's counsel will serve a copy of the Order on (a) the Office of the United States Trustee; (b) other parties who have requested notice or copies of such matters in the Bankruptcy Case; and (c) all other creditors and parties-in-interest in the Bankruptcy Case. John B. Cox sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 18-12424) on Nov. 21, 2018. The Debtor tapped David L. Bury, Jr., Esq., at Stone & Baxter, LLP, as counsel. K & B DIRECTIONAL: Oct. 1 Disclosure Statement Hearing ------------------------------------------------------ A Joint Disclosure Statement and a Joint Plan of Reorganization were filed by the jointly-administered Debtors, K&B Directional, Inc., and the individual debtors, Gregory B. and Charise R. Jennings, on Aug. 7, 2019. The hearing to consider approval of the Disclosure Statement will be held by telephonic means on Oct. 1, 2019 at 10:00 a.m. Sept. 20, 2019, is fixed as the last day for filing and serving written objections to the Disclosure Statement. A full-text copy of the Disclosure Statement dated Aug. 7, 2019, is available at https://tinyurl.com/y2gpc46o from PacerMonitor.com at no charge. About K & B Directional K & B Directional, Inc.'s business consists of the ownership and operation of oil and gas drilling rigs. K & B Directional sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-42643) on Nov. 27, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Hon. Brenda T. Rhoades is the case judge. Eric A. Liepins, P.C., is the Debtor's counsel. K&N PARENT: Moody's Affirms B3 CFR & Alters Outlook to Negative --------------------------------------------------------------- Moody's Investors Service changed K&N Parent, Inc.'s ("K&N") rating outlook to negative from stable and affirmed all ratings, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first lien credit facilities rating and Caa2 second lien term loan rating. "The negative outlook reflects our view that K&N's loss of sales from a key customer and the shift in the channel mix will take time to restore through recently announced corporate initiatives which will require additional liquidity," says Moody's analyst Inna Bodeck. " The debt-to-EBITDA leverage remains weak for a company reliant on premium products that are discretionary." Moody's affirmed the ratings because K&N's differentiated product portfolio provides it with the opportunity for profitable growth if the corporate initiatives are implemented on time and effectively. K&N's liquidity is primarily supported by full availability on its undrawn $40 million revolving facility, which expires in October, 2021. While the company has a springing 4.0x first lien net leverage covenant which comes into effect when more than $10 million of the revolving facility is used and the company's net first lien leverage exceeds the required maximum, Moody's believes that the company will be able to receive an amendment in order to have full access to the facility or raise other capital to fund the announced corporate initiatives. Moody's took the following rating actions on K&N Parent, Inc.: Affirmations: Issuer: K&N Parent, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured First Lien Term Loan, Affirmed B2 (LGD3) Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: K&N Parent, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE K&N's B3 CFR is constrained by its high debt-to-EBITDA leverage (7.2x LTM 6/30/2019 incorporating Moody's standard adjustments), narrow product offering and high customer concentration, exposure to discretionary consumer spending and cyclical end markets, and event risk under private equity ownership. Additionally, K&N's credit profile is supported by its niche position in auto aftermarket filtration products that have regular replacement cycles in the aftermarket which is historically less cyclical than direct to original equipment ("OE") business. The presence of less expensive alternatives means K&N's products are more discretionary, but the overall product categories are relatively low priced and that also limits the cyclical exposure. Good product performance also supports strong brand awareness and margins. The ratings could be upgraded if the company significantly increases its scale and improves its free cash flow, while maintaining strong margins and a debt-to-EBITDA ratio below 5.0x. A downgrade could occur if deteriorating operating results, problems with implementing recently announced corporate initiatives, debt financed acquisitions or shareholder dividends result in the debt-to- EBITDA ratio remaining above 6.0x or weaker free cash flow. A significant reduction in borrowing availability or other deterioration in liquidity could also result in a downgrade. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Headquartered in Riverside, California, K&N is a domestically focused designer and manufacturer of performance automotive aftermarket products. The company's products include air filters, air intakes, oil filters, exhausts and accessories. In October of 2016, Goldman Sachs Merchant Banking Division purchased the company for $610 million. Net revenue for the 12 months ended June 30, 2019 was approximately $187 million. LEXINGTON 12: Case Summary & 7 Unsecured Creditors -------------------------------------------------- Debtor: Lexington 12 LLC 6037 Romaine Street Los Angeles, CA 90038 Business Description: Lexington 12 is a Single Asset Real Estate Debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-20043 Debtor's Counsel: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6th Street, Ste. 940 Los Angeles, CA 90017 Tel: 213-202-6070 Fax: 213-202-6075 E-mail: tbuesq@aol.com tom@urelawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Anne Kihagi, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at: http://bankrupt.com/misc/cacb19-20043.pdf LOOT CRATE: Seeks to Hire Robinson & Cole as Legal Counsel ---------------------------------------------------------- Loot Crate, Inc. and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to hire Robinson & Cole LLP as their legal counsel. The firm will provide these services in connection with the Debtors' Chapter 11 cases: a. advise the Debtors regarding their powers and duties in the continued operation of their business, management of their properties and the sale of their assets; b. prepare a bankruptcy plan and disclosure statement; c. prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports and other legal papers; d. appear in court and protect the interests of the Debtors before the court; and e. perform all other legal services for the Debtors that may be necessary and proper in their bankruptcy proceedings. The firm's hourly rate are: Natalie D. Ramsey $910 Jamie L. Edmonson $800 Mark A. Fink $715 Liana Shaw (paralegal) $375 Robinson & Cole received a retainer in the amount of $35,000, which included the filing fees. Jamie Edmonson, Esq., a partner at Robinson & Cole, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. 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. Edmonson disclosed that: -- Robinson & Cole has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtors; -- no professional at Robinson & Cole has varied his rate based on the geographic location of the Debtors' bankruptcy cases; and -- Robinson & Cole was retained by the Debtors pursuant to an engagement letter dated August 9, 2019. The billing rates and material terms of the pre-bankruptcy engagement are the same as the rates and terms proposed by the Debtors. Robinson & Cole can be reached through: Jamie L. Edmonson, Esq. Robinson & Cole LLP 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 295-4800 Fax: (302) 351-8618 Email: mfink@rc.com About Loot Crate Founded in 2012, Loot Crate, Inc. is a worldwide leader in fan subscription boxes. It partners with industry leaders in entertainment, gaming, sports and pop culture to deliver monthly themed crates; produces interactive experiences and digital content; and films original video productions. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate estimated less than $50 million in assets and $50 million to $100 million in liabilities. The companies tapped Bryan Cave Leighton Paisner LLP as lead counsel; Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC, as investment banker; Portage Point Partners as financial advisor; and Mark Palmer of Theseus Strategy Group as chief transformation officer. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent and maintains the site https://case.stretto.com/lootcrate LUBY'S INC: Adds Two New Independent Board Members -------------------------------------------------- Luby's, Inc., has added John Morlock and Randolph Read, new independent directors, to its Board of Directors. In addition to two new directors, Gerald Bodzy assumed the role of independent chairman of the Board of Directors, while former chairman Gasper Mir will remain as an independent director on the Board. Dr. Judith Craven is retiring from the Board of Directors. Gerald Bodzy, Luby's chairman of the Board, commented, "We are pleased to welcome Mr. Morlock and Mr. Read to Luby's Board of Directors. Mr. Morlock is a veteran restaurant executive with extensive operations and franchise experience. Mr. Morlock will join the Personnel and Administration Committee as well as the Executive Compensation Committee. Mr. Read has broad executive and public board experience across multiple industries and will join the Finance and Audit Committee. We believe both of these talented and experienced leaders will provide considerable value to our Board of Directors." John Morlock has served in C-suite and various leadership positions for more than 30 years. He is an accomplished results-oriented leader with a proven track record of success. Morlock's experience includes three initial public offerings, two of which were restaurant franchises -- Boston Market and Potbelly Sandwich Works. In addition, Morlock has led multiple companies through turnarounds with enhanced culture shifts, while pushing operational excellence that realized meaningful growth. Over the span of his career, Morlock has worked in management and executive roles with other branded franchises, including Einstein Bagel, Blockbuster, Clubhouse International, Spin Cycle Inc, Sbarro Inc. and Hale and Hearty Soups, LLC. Mr. Read currently serves as president and CEO of Nevada Strategic Credit Investments, LLC. Previously he held the title of CEO or president of several notable firms including International Capital Markets Group, American Strategic Investments, Wynn Development Co., Greenspun Corporation, and certain Knowledge Universe entities. Mr. Read currently serves as chairman of New York REIT Liquidating LLC and Audit Committee chairman of SandRidge Energy, Inc. and has previously served on several other company boards. Throughout his career he has achieved record results for a variety of operations, including record asset values, values on disposition, revenues, profits, return on equity, and financings. About Luby's Houston, Texas- based Luby's, Inc. (NYSE: LUB) -- http://www.lubysinc.com/-- operated 125 restaurants nationally as of Aug. 19, 2019: 79 Luby's Cafeterias, 45 Fuddruckers, and one Cheeseburger in Paradise restaurant. Luby's is the franchisor for 102 Fuddruckers franchise locations across the United States (including Puerto Rico), Canada, Mexico, Colombia, and Panama. Luby's Culinary Contract Services provides food service management to 32 sites consisting of healthcare, corporate dining locations, sports stadiums, and sales through retail grocery stores. Luby's reported a net loss of $33.56 million for the year ended Aug. 29, 2018, compared to a net loss of $23.26 million for the year ended Aug. 30, 2017. As of June 5, 2019, Luby's had $192.06 million in total assets, $81.91 million in total liabilities, and $110.15 million in total shareholders' equity. Grant Thornton LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Aug. 29, 2018, noting that the Company sustained a net loss of approximately $33.6 million and net cash used in operating activities of approximately $8.5 million. The Company's term and revolving debt of approximately $39.5 million is due May 1, 2019. The Company was in default of certain debt covenants of its term and revolving credit agreements maturing on May 1, 2019. On Aug. 24, 2018, the lenders agreed to waive the existing events of default resulting from any breach of certain financial covenants or the limitation on maintenance capital expenditures, in each case that may have occurred during the period from and including May 9, 2018 until Aug. 24, 2018, and any related events of default. Additionally, the lenders agreed to waive the requirements that the Company comply with certain financial covenants until Dec. 31, 2018, at which time the Company will be in default without an additional waiver or alternative financing. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. MARINE ENVIRONMENTAL: $2.45M Sale of Two Vessels to Offshore Okayed ------------------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District New Jersey authorized the private sale by Marine Environmental Remediation Group, LLC and affiliate MER Group Puerto Rico, LLC of the following two vessels: (i) Paragon MSS2 and (ii) Seven Polaris to Offshore Equipment, LLC for $2.45 million, without any further bidding or any auction being required. The Debtors will escrow $1,221,000 corresponding to 55.5% of the second installment payment of $2.2 million due under the terms of the sale agreement to Offshore. The sale of the Vessels is free and clear of all Interests, with any such Interest, only as may have existed at the time of the sale, to attach to the actual proceeds of the sale of the Vessel received. Notwithstanding the foregoing, the Debtors will have all rights, options, protections, and privileges, including as against Offshore, pursuant to the Sale Agreement and Amendment dated Aug. 20, 2019 and applicable law. The Debtors will use reasonable, good faith efforts to obtain insurance on the Vessels that the Debtors deem to be acceptable in their business judgment for the period up to the closing of the sale to Offshore. The protections, remedies and rights of the Debtors pursuant to or described in the Order will be cumulative. The Debtors will file a budget detailing their proposed future expenditures. A case management conference will be held on Sept. 26, 2019 at 10:00 a.m. The Motion of the Acting United States Trustee Under 11 U.S.C. Section 1112(b) for an Order Converting Case to Chapter 7, or, in the Alternative, Dismissing Case is adjourned to Sept. 26, 2019 at 10:00 a.m.. The Order is effective immediately upon entry, and any stay of its effectiveness that might otherwise apply, including pursuant to Federal Rules of Bankruptcy Procedure 6004(h) or 6006(d), will be of no effect. About Marine Environmental MER Group -- http://www.mergroupllc.com-- provides ship recycling services at facilities in the United States and Europe. MER claims to have pioneered an environmentally-sensitive process of dismantling obsolete vessels that meets or exceeds all U.S. EPA, OSHA, state and Commonwealth regulations. Marine Environmental Remediation Group LLC and affiliate MER Group Puerto Rico LLC filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 19-18994) on May 1, 2019. In the petitions signed by Martin Vulaj, CEO, the Debtors' estimated $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Vincent F. Papalia. Jeffrey D. Vanacore, Esq., at Perkin Coie LLP, represents the Debtors. ODEBRECHT SA: Files Chapter 15 Bankruptcy in U.S. ------------------------------------------------- Brazilian construction conglomerate Odebrecht and its affiliates filed for Chapter 15 bankruptcy, seeking U.S. recognition of the largest-ever bankruptcy in Latin America. Odebrecht SA and several of its affiliates filed for Chapter 15 bankruptcy protection in New York on Aug. 26, 2019. Alexander Gladstone, writing for The Wall Street Journal, reported that the construction conglomerate is making efforts to restructure more than $25 billion of debt. The company in June filed for bankruptcy in Brazil after becoming embroiled in a regional corruption probe, the Journal related. The Journal further related that Odebrecht is known for having built the American Airlines Arena, home of the Miami Heat, and a portion of Miami International Airport. The company has also built a number of roads, bridges, and interchanges in Florida, North Carolina, Texas, and California, the Journal said. Its U.S. website lists four currently active U.S. projects: two roadway projects and two logistics projects in the Miami area, the Journal pointed out. The Journal recalled that in 2016, the company admitted to paying almost $800 million in bribes to win domestic contracts, as part of a corruption scandal that has brought down a host of Brazil's business and political elite. The Journal, citing court records, also related that Odebrecht's foreign representative Marcelo Rossini said the company "remains vulnerable to creditor actions outside of Brazil," including in the U.S. Some of Odebrecht's U.S. subsidiaries are being sued in court and facing arbitration proceedings in the U.S. and Mr. Rossini said chapter 15 protection would "help ensure equitable distribution of assets" while preventing "opportunistic creditors" from disrupting the Brazilian process, the Journal added. The Foreign Representative's counsel: Luke A Barefoot, Esq. Cleary Gottlieb Steen & Hamilton LLP Tel: 212-225-2000 Email: lbarefoot@cgsh.com About Odebrecht SA Odebrecht S.A. -- http://www.odebrecht.com/-- is a Brazilian conglomerate consisting of diversified businesses in the fields of engineering, construction, chemicals and petrochemicals. Odebrecht S.A. is a holding company for Construtora Norberto Odebrecht S.A., the biggest engineering and contracting company in Latin America, and Braskem S.A., the largest petrochemicals producer in Latin America and one of Brazil's five largest private-sector manufacturing companies. Odebrecht controls Braskem, which by revenue is the fourth largest petrochemical company in the Americas. On June 17, 2019, Odebrecht filed for bankruptcy protection, aiming to restructure BRL51 billion (US$13 billion) of debt. The bankruptcy filing comes after years of struggles for Odebrecht, the biggest of the Brazilian engineering groups caught in a sweeping political corruption investigation that has rippled across Latin America, Reuters relayed, as reported by The Troubled Company Reporter - Latin America. Odebrecht SA and several of its affiliates filed for Chapter 15 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 19-bk-12731) on Aug. 26, 2019. The cases are assigned to Hon. Stuart M. Bernstein. CLEARY GOTTLIEB STEEN & HAMILTON LLP is counsel in the U.S. cases. PERKINS & MARIE: Sept. 9 Auction of All Assets Set -------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Perkins & Marie Callender's LLC and its affiliates in connection with the sale of (i) their full-service family dining restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio, Pennsylvania and Florida under the name "Perkins Restaurant and Bakery"; and (ii) one manufacturing facility and storage facility in Fairfield, Ohio, at which it produces and supplies pies, pancake mixes, cookies, brownies, muffin batters, syrups and other baking products primarily for the Perkins restaurants and various third-party customers; to Perkins Group, LLC for (i) $40 million in cash; provided, however, that in the event of a Foxtail Overbid Acceptance, the Initial Cash Consideration will be reduced to $35 million; and (ii) the assumption of certain liabilities, pursuant to the terms of their Asset Purchase Agreement, dated as of Aug. 2, 2019, subject to overbid. Subject to final Court approval at the Sale Hearing, the Debtors are authorized to enter into the Stalking Horse Agreements with the Stalking Horse Bidders. The salient terms of the Bidding Procedures are: a. Bid Deadline: 5:00 p.m. (ET) on Sept. 6, 2019. The Debtors will notify Potential Bidders of their status as Qualified Bidders no later than 5:00 p.m. (ET) on Sept. 7, 2019. b. Initial Bid: Purchase Price for the applicable Assets expressed in US dollars c. Deposit: 10% of the Purchase Price d. Auction: In the event the Debtors receive, on or before the Bid Deadline, one or more Qualified Bids: (i) for the Perkins Business Assets in addition to the Prepetition Stalking Horse Agreement; (ii) for the Ohio Business Assets in addition to the Foxtail Stalking Horse Agreement; or (iii) the MC Business Assets and the California Business Assets in addition to the MC Stalking Horse Agreement, as applicable, an Auction will be conducted at the office of Akin Gump Strauss Hauer & Feld LLP, 2001 K Street N.W., Washington, DC. 20006, at 10:00 a.m. (ET) on Sept. 9, 2019, or such other date, time or location as the Debtors will notify all entities entitled to attend the Auction. The Debtors are authorized to conduct the Auction in accordance with the Bidding Procedures. e. Bid Increments: $250,000 f. Sale Hearing: September 17, 2019 at 11:00 a.m. (ET) g. Auction Objection Deadline: Sept. 12, 2019 (ET) h. Sale Objection Deadline: 4:00 pm. (ET) on Sept. 9, 2019 i. In no event will the Lenders and/or the administrative agent under the Prepetition Bank of America Credit Agreement (or any assignees, transferees or purchasers of the secured indebtedness held by any Lender) be permitted to credit bid for the Assets as all or part of any competing bid for the Assets at any Auction. With respect to the Perkins Business Assets, if the Debtors do not receive any Qualified Bids other than the Prepetition Stalking Horse Agreement upon the expiration of the Bid Deadline, the Debtors will not conduct the Auction for the Perkins Business Assets and instead will seek approval of the sale of the Perkins Business Assets pursuant to the Prepetition Stalking Horse Agreement at the Sale Hearing. With respect to the Ohio Business Assets, if the Debtors do not receive any Qualified Bids other than the Foxtail Stalking Horse Agreement upon the expiration of the Bid Deadline, the Debtors will not conduct the Auction for the Ohio Business Assets and instead will seek approval ofthe sale ofthe Ohio Business Assets pursuant to the Foxtail Stalking Horse Agreement at the Sale Hearing. With respect to the MC Business Assets and the California Business Assets, if the Debtors do not receive any Qualified Bids other than the MC Stalking Horse Agreement upon the expiration of the Bid Deadline, the Debtors will not conduct the Auction for the MC Business Assets and California Business Assets and instead will seek approval of the sale of the MC Business Assets and California Business Assets pursuant to the MC Stalking Horse Agreement at the Sale Hearing. The form of Sale Notice is approved. Within two Business Days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon all Sale Notice Parties. Within one Business Day after conclusion of the Auction, the Debtors will file the Notice of Auction Results with the Court and cause the Notice of Auction Results to be published on the Case Information Website. If triggered in accordance with the terms of the applicable Stalking Horse Agreement, the Debtors are hereby authorized and directed, to promptly pay the Bid Protections to the Prepetition Stalking Horse Bidder and Foxtail Stalking Horse Bidder, as applicable, from the proceeds of the Sale of any or all of the Assets in accordance with the terms of the respective Stalking Horse Agreement without further order of the Court. The Debtors, the Committee, the US. Trustee and the administrative agents under the Prepetition Bank of America Credit Agreement and DIP Credit Agreement will have five Business Days following receipt of such expenses to dispute the payment of all or any portion of the expenses and any disputing party will notify the submitting party in writing setting forth the specific objections to the Disputed Expenses by the Court. The Assumption and Assignment Procedures are approved. The Assumption and Assignment Objection Deadline is no later than 14 days following service of the Potential Assumption and Assignment Notice and Contracts List at 5:00 p.m. (ET). The Successful Bidder will pay the Cure Costs to the applicable Counterparty on the effective date of the assignment of the applicable Lease. Unless otherwise provided in the Successful Bidder's Asset Purchase Agreement, at any time until two days prior to the Closing Date, the Successful Bidder may elect to amend the Execution Date Contracts Schedule attached to the Asset Purchase Agreement. Within one Business Day of the Closing Date, the Debtors will file with the Bankruptcy Court a notice including (i) the Closing Date and (ii) a list of Contracts and Leases assumed and assigned as part of the Sale. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding any Bankruptcy Rule (including, but not limited to, Bankruptcy Rule 6004(h), 6006(d), 7062 or 9014) or Local Rule that might otherwise delay the effectiveness of the Order, the terms and conditions of the Order shall, to the extent applicable, be effective and enforceable immediately upon its entry. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Perkins_&_Marie_141_Order.pdf About Perkins & Marie Callender's Perkins & Marie Callender's, LLC, -- http://www.perkinsrestaurants.com/and http://www.mariecallenders.com/-- are operators and franchisors of family-dining and casual-dining restaurants, under their two highly-recognized brands: (i) their full-service family dining restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio, Pennsylvania and Florida under the name "Perkins Restaurant and Bakery" and (ii) their mid-priced, full-service casual-dining restaurants, specializing in the sale of pies and other bakery items, located primarily in California and Nevada under the name "Marie Callender's Restaurant and Bakery". The Company was formed in 2006 following the combination of the Perkins Restaurant & Bakery chain with Marie Callender's. As of the Petition Date, the Debtors owned 111 Perkins restaurants located in 11 states, and franchise 255 Perkins restaurants located in 30 states and four Canadian provinces. Similarly, as of the Petition Date, the Debtors owned and/or operated 28 Marie Callender's restaurants located in three states, and franchise 21 Marie Callender's restaurants located in two states and Mexico. Thus, the Debtors owned, operated or franchised over 400 restaurants throughout the United States, Canada and Mexico. On Aug. 5, 2019, Perkins & Marie Callender's, LLC, and 9 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 19-11743). Perkins & Marie estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Kevin Gross oversees the jointly administered cases. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Richards, Layton & Finger, P.A. as local counsel; Houlihan Lokey, Inc., as investment banker; and FTI Consulting as financial advisor. Kurtzman Carson Consultants LLC is the claims agent. PES HOLDINGS: Elliott, Brown Represent Official Committee --------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Elliott Greenleaf, P.C. and Brown Rudnick LLP provided notice that they are representing the Official Committee of Unsecured Creditors in the Chapter 11 cases of PES Holdings, LLC, et al. As of July 21, 2019, the Committee members and their disclosable economic interests are: (1) Baker Hughes, a GE company LLC Attn: Christopher J. Ryan 17021 Aldine Westfield Houston, TX 77073-5101 * For Baker Hughes Oilfield Operations, LLC, a claim against PES Holdings, LLC in the amount of not less than $2,758.155.03 arising from the sale of goods and services. (2) CSX Transportation, Inc. Attn: Spencer Wickenden Attn: Tom Anderson 500 Water Street, 15th Floor Jacksonville, FL 32203 * A claim in the approximate amount of $5,000,000 arising from the provision of rail transportation services. (3) Fisher Tank Company Attn: Bryan Batten Attn: Ken Jensen Attn: Mike Szelak 3131 W. 4th Street Chester, PA 19013-1822 * A claim in the amount of not less than $500,000 for services rendered related to storage tank maintenance and repair. (4) JJ White, Inc. Attn: Jim White, President 5500 Bingham Street Philadelphia, PA 19120 * A claim in the amount of not less than $742,384.15 for goods and services. (5) OSG Bulk Ships Inc. Attn: Richard Trueblood, CFO Attn: Susan Allan, General Counsel Two Harbor Place 302 Knights Run Avenue, Suite 1200 Tampa, FL 33602 * A claim in the amount of not less than $22,000,000 for services rendered by OSG Delaware Bay Lightering LLC and minimum purchase requirements under the Long Term Lightering Contract between the Debtors and OSG Delaware Bay Lightering LLC (6) Trinity Industries Leasing Company Attn: Jim White 2525 Stemmons Freeway Dallas, TX 75207 * A claim in the amount of not less than $4,564,746.20 for services provided. (7) United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union Attn: David R. Jury, General Counsel 60 Boulevard of the Allies, Room 807 Pittsburgh, PA 15222 * For United Steelworkers, a claim in the amount of not less than $8,991,763 based on services provided by employees and pursuant to a collective bargaining agreement, including $2,800,000 in accrued vacation pay and $6,191,763 in prepetition grievances. Counsel to the Official Committee of Unsecured Creditors: ELLIOTT GREENLEAF, P.C. Rafael X. Zahralddin-Aravena, Esq. Jonathan M. Stemerman, Esq. 1105 N. Market Street, Suite 1700 Wilmington, DE 19801 Telephone: (302) 384-9400 E-mail: rxza@elliottgreenleaf.com jms@elliottgreenleaf.com - and - BROWN RUDNICK LLP Robert J. Stark, Esq. Max D. Schlan, Esq. Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 E-mail: rstark@brownrudnick.com - and - Steven D. Pohl, Esq. One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 E-mail: spohl@brownrudnick.com A copy of the Rule 2019 filing is available at PacerMonitor.com at http://bankrupt.com/misc/PES_Holdings_250_Rule2019.pdf http://bankrupt.com/misc/PES_Holdings_250_Exhibit_Rule2019.pdf About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. PES Holdings, LLC, and seven subsidiaries, including PES Energy, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. PHUNWARE INC: Sets 2019 Annual Meeting for Dec. 5 ------------------------------------------------- Phunware, Inc., has fixed Dec. 5, 2019, as the date for the 2019 Annual Meeting of Stockholders, and the close of business on Oct. 14, 2019, as the record date for determining stockholders entitled to receive notice of, and vote at, the 2019 Annual Meeting. In accordance with the rules of the Securities and Exchange Commission and the Company's bylaws, any stockholder proposal intended to be considered for inclusion in the Company's proxy materials for the 2019 Annual Meeting must be received by the Corporate Secretary at the Company's principal executive offices at 7800 Shoal Creek Blvd, Suite 230-S, Austin, Texas 78757 on or before the close of business on Sept. 4, 2019. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company's proxy materials for the 2019 Annual Meeting must also comply with the Company's bylaws and all applicable rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended. In addition, any stockholder who intends to submit a proposal regarding a director nomination or who intends to submit a proposal regarding any other matter of business at the 2019 Annual Meeting and does not desire to have the proposal included in the Company's proxy materials for the 2019 Annual Meeting, must ensure that notice of any such nomination or proposal (including certain additional information specified in the Company's bylaws) is received by the Corporate Secretary at the Company's principal executive offices on or before the close of business on Sept. 4, 2019. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com/-- claims to be the pioneer of Multiscreen-as-a-Service (MaaS), a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware helps brands create category-defining mobile experiences, with more than one billion active devices touching its platform each month. Phunware incurred a net loss of $9.80 million in 2018 following a net loss of $25.93 million in 2017. As of June 30, 2019, the Company had $31.01 million in total assets, $22.87 million in total liabilities, and $8.14 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PLUS THERAPEUTICS: Receives Noncompliance Notices from Nasdaq ------------------------------------------------------------- Plus Therapeutics, Inc. received written notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC on Aug. 16, 2019, indicating that the Company no longer meets the requirements for continued listing under Nasdaq Listing Rule 5550(a)(4) due to the Company's failure to meet the minimum 500,000 publicly held shares requirement for continued listing. With respect to the Aug. 16, 2019 notice, the Company has until Sept. 26, 2019 to provide Nasdaq with a specific plan to achieve and sustain compliance with all listing requirements, including the time frame for completion of such plan. The Company expects to regain compliance with the 500,000 publicly held shares requirement in the near term as a result of issuances of common stock pursuant to conversions of the Company's Series C Preferred Stock, exercises of the Company's outstanding warrants and sales under the Company's Purchase Agreement with Lincoln Park Capital Fund, LLC. In addition, on Aug. 19, 2019, the Company received written notice from Nasdaq indicating that, based on the Company's stockholders' deficit of $6.3 million as of June 30, 2019, as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, it is no longer in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders' equity of at least $2.5 million. In addition, as of Aug. 20, 2019, the Company does not meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations. With respect to the Aug. 19, 2019 notice, the Company has until Oct. 3, 2019 to provide Nasdaq with a specific plan to achieve and sustain compliance with all listing requirements, including the time frame for completion of such plan. The notices have no immediate effect on the listing of the Company's securities on the Nasdaq Capital Market. With respect to the Aug. 19, 2019 notice, if the Company's plan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter for the Company to evidence compliance. The Company is presently evaluating various courses of action to regain compliance and intends to timely submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rules. However, there can be no assurance that the Company's plan will be accepted or that if it is, the Company will be able to regain compliance and maintain its listing on the Nasdaq Capital Market. If the Company's plan to regain compliance is not accepted or if Nasdaq does not grant an extension and the Company does not regain compliance within the requisite time period, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company's securities will become subject to delisting. About Plus Therapeutics Plus Therapeutics, formerly known as Cytori Therapeutics, Inc., is a clinical-stage pharmaceutical company with its headquarters located in Austin, TX. The Company also has a manufacturing facility in San Antonio, TX and a satellite office in San Diego, CA. Cytori reported a net loss of $12.63 million for the year ended Dec. 31, 2018 compared to a net loss of $22.68 million for the year ended Dec. 31, 2018. As of June 30, 2019, the Company had $8.88 million in total assets, $15.16 million in total liabilities, and a total stokcholders' deficit of $6.27 million. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that Cytori has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. PROTECH METAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Protech Metal Finishing, LLC 120 Tellico Port Road Vonore, TN 37885 Business Description: Protech Metal Finishing, LLC -- https://protechfinishing.com -- is a woman- owned full-service metal finishing company founded in 1980. Protech is housed in a 32,000 square foot facility on 10 acres in Vonore, Tennessee. Protech services a large customer base in the aerospace, defense, industrial, medical and automotive industries. Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Case No.: 19-32732 Debtor's Counsel: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: 615-933-5850 Fax: 615-777-3765 E-mail: griffin@dhnashville.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Phillip Michael Huddleston, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/tneb19-32732_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/tneb19-32732.pdf PURADYN FILTER: Incurs $361,500 Net Loss in Second Quarter ---------------------------------------------------------- Puradyn Filter Technologies Incorporated filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $361,528 on $468,525 of net sales for the three months ended June 30, 2019, compared to net income of $8,872 on $1.15 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 $728,668 on $951,518 of net sales compared to a net loss of $27,871 on $2.04 million of net sales for the same period last year. As of June 30, 2019, the Company had $2.79 million in total assets, $12.52 million in total liabilities, and a total stockholders' deficit of $9.73 million. Key business highlights from the second quarter include: * Revenues in the quarter were negatively impacted by the continued delays in expected orders, especially from customers in the Oil & Gas category facing downward market trends, and while the Company believes these orders will eventually be received, it has become difficult to predict the timing. * The Company is nearing the completion of trials by two new customers who are leaders in the midstream segment. This is expected to not only lead to orders beginning in late 2019 but should open up visibility of the Company's product's viability throughout the segment. * The Company secured another major inland marine customer that intends to begin equipping their entire fleet in the third quarter and a major government contractor that manages the maintenance of generators at remote U.S. military operations. * The Company launched a completely updated website at www.puradyn.com including an e-commerce component to facilitate direct-to-consumer sales. "Our second quarter results were impacted by the continued delays of anticipated orders from both existing and prospective customers within the drilling and pressure pumping segments which continue to face market volatility and uncertainty that has caused delays in capital expenditures," commented Ed Vittoria, CEO of Puradyn Filter Technologies, Inc. "However, we continue to make progress in growing other market segments, including midstream, marine and power generation, which will improve the future diversification of our business." Liquidity and Capital Resources The Company had cash on hand of $103,332 and a working capital deficit of $1,954,811 at June 30, 2019 as compared to cash on hand of $112,769 and a working capital deficit $1,603,639 at Dec. 31, 2018. The Company's current ratio (current assets to current liabilities) was .43 to 1 at June 30, 2019 as compared to .45 to 1 at Dec. 31, 2018. The increase in negative working capital is primarily attributable to a decrease in accounts receivable and an increase in accounts payable and operating lease liabilities which were offset by decreases in accrued liabilities and deferred compensation and increase in inventory. We do not currently have any commitments for capital expenditures. Historically, the Company has been materially reliant on working capital advances from its executive chairman to address its liquidity and working capital issues through the utilization of the borrowing agreement with him. On March 25, 2019 the Company entered into a note exchange agreement with its executive chairman pursuant to which he exchanged $7,989,622 of principal and $395,510 of accrued interest, which was due on Dec. 31, 2019 under an unsecured loan, for a secured promissory note in the principal amount of $8,385,132. The note, which matures on Dec. 31, 2021, bears interest at 4% per annum, payable monthly, and is secured by a first position security interest in our assets. In addition, the Company owes him $983,000 for other working capital advances which are due on demand. The Company also owes certain of its employees $1,520,665 and $1,564,253, respectively, in deferred cash compensation at June 30, 2019 and Dec. 31, 2018, which represents 45% and 54%, respectively, of the Company's current liabilities on that date. These current and former employees agreed to defer a portion of their compensation to assist the Company in managing its cash flow and working capital needs. As there is no written agreement with these current and former employees which memorializes the terms of salary deferral, only an election to do so, it is possible these individuals could demand payment in full at any time or elect to no longer defer their salaries, or reduce the amount they currently defer. The Company does not have sufficient funds to satisfy these obligations. Puradyn said, "Our net sales are not sufficient to pay our operating expenses. Our capital requirements depend on a number of factors, including our ability to internally grow our revenues, manage our business and control our expenses. We do not have any external sources of liquidity at this time, and our discussions over the past few years with third parties for potential investments have not been successful. We historically have encountered resistance from potential investors on a variety of fronts, including our operating losses, and the amount of debt due to our Executive Chairman. He is not obligated to lend us any additional funds and the amounts we owe him, which are secured by our assets, mature in December 2021. He has advised us that he does not expect to continue to provide working capital advances to the Company at historic levels. Given our history of losses and debt levels, we face a number of challenges in our ability to raise capital. If we do not significantly increase our net sales or raise funds as needed, our ability to provide for current working capital needs, pay our obligations as they become due, grow our company, and continue our existing business and operations is in jeopardy. In this event, we would no longer be able to continue as a going concern and you could lose all of your investment in our company." A full-text copy of the Form 10-Q is available for free at: https://is.gd/lmIPC7 About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures, markets and distributes worldwide the Puradyn bypass oil filtration system for use with substantially all internal combustion engines and hydraulic equipment that use lubricating oil. Puradyn Filter reported a net loss of $216,382 for the year ended Dec. 31, 2018, compared to a net loss of $1.23 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, Puradyn Filter had $1.87 million in total assets, $10.90 million in total liabilities, and a total stockholders' deficit of $9.03 million. Liggett & Webb, P.A., in Boynton Beach, Florida, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 25, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. RAYONIER AM: Moody's Lowers CFR to B1& Alters Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Rayonier A.M. Products Inc.'s corporate family rating to B1 from Ba3, probability of default rating to B1-PD from Ba3-PD, senior unsecured bond rating to B3 from B1 and the speculative grade liquidity rating to SGL-4 from SGL-1. The outlook was changed to negative from stable. "The downgrade reflects weak liquidity, driven primarily by a likely covenant breach, and expectations that leverage will exceed 9x this year and will remain weak in the next 12 to 18 months due to a combination of weak commodity markets, operational issues and cost headwinds," said Ed Sustar, Senior Vice President with Moody's. Downgrades: Issuer: Rayonier A.M. Products Inc. Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-1 Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD5) from B1 (LGD5) Outlook Actions: Issuer: Rayonier A.M. Products Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE RYAM's B1 CFR benefits from: (1) its leading global market position as a specialty cellulose ("SC") pulp manufacturer; (2) operational and geographic diversity through four SC facilities located in the US, Canada and France; and (3) end-market and product diversity from lumber (with seven sawmills), commodity pulp (two high-yield pulp mills, one which is expected to be sold by year-end), and paper operations with a consumer paper packaging mill and a newsprint mill. RYAM is constrained by: (1) high consolidated leverage (over 9x adjusted debt/EBITDA expected for 2019 after duties and including Moody's standard adjustments, and 7x in 2020); (2) weak liquidity, driven by an expected covenant breach unless renegotiated shortly; (3) volatile lumber and pulp pricing, both which are currently well below normalized levels; (4) declining markets for acetate-based SC (which is primarily used to manufacture cigarette filters) and newsprint; and (5) the uncertainties from the potential negotiation of a new softwood lumber agreement between Canada and the US. The company's 2019 performance and credit metrics will be weaker than what Moody's projected at the time of Tembec acquisition (November 2017). This is primarily due to weak demand and pricing in its lumber, high-yield pulp, fluff pulp, and viscose pulp commodity markets. Exacerbating the weak commodity markets, wood costs have increased at its Jesup plant as a result higher than normal rainfall and an operational issue at its Temiscaming specialty cellulose facility in Quebec, negatively impacting year-to-date results. The recent underperformance will likely cause a covenant breach shortly, which Moody's expects will be renegotiated before the end of the company's third quarter. RYAM has recently announced an agreement to sell its Matane, Quebec commodity pulp mill; Moody's expects that most of the net proceeds (about $150 million) will be used to reduced debt. The B3 rating on the company's $496 million senior unsecured notes due June 2024 is two notches below the CFR, reflecting the note holders' subordinate position behind the secured $250 million revolving credit facility, about $600 million of secured term loans and about $90 million of secured project debt (all unrated). RYAM has weak liquidity (SGL-4), driven by a likely covenant breach. RYAM had about $90 million of cash (at June 30, 2019) against $22 million of debt maturities and about $40 million of expected negative free cash flow through the next four quarters. Moody's assumes no availability under the company's $250 million revolving credit facility ($50 million drawn as of June 2019) that matures in November 2022 given the likely breach under the company's financial covenants and current negotiations with the lenders on an amendment or waiver. Moody's expects that the sale of RYAM's Matane pulp mill will close before the end of the year, with most of the net proceeds (about $150 million) being used to repay debt. The negative outlook reflects RYAM's high leverage and likely covenant breach. While Moody's expects RYAM's banks to provide covenant relief in the next month or two, that is not certain. As well, Moody's expects operating earnings will decline in 2019 as SC pulp (2019 average prices down 3%), lumber (2019 average prices down 20%), hardwood pulp (2019 average prices down 22%) and newsprint prices (2019 average prices down 5%) correct from higher than normal levels in 2018. RYAM's rating could be downgraded if it is not able to obtain covenant relief in the next few months or if adjusted Debt/EBITDA is expected to remain above 6x (6.4x for LTM Q2/2019) and EBITDA/Interest below 2x (3.1x for LTM Q2/2019) for a sustained period. RYAM's rating could be upgraded if liquidity improves, including covenant relief, while sustaining adjusted Debt/EBITDA around 4x (6.4x for LTM Q2/2019) and EBITDA/Interest around 5x (3.1x for LTM Q2/2019). The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Rayonier A.M. Products Inc, headquartered in Jacksonville, Florida, is a leading global producer of specialty cellulose (SC) pulp, which is used as a raw material to manufacture a diverse array of consumer products, such as cigarette filters, LCD screens, coatings and plastics films. RYAM's SC pulp, commodity pulp, lumber, consumer paper packaging and newsprint operations generated revenue of about $2 billion (LTM June 2019). SELECTA BIOSCIENCES: Signs $5.75 Million Share Purchase Agreement ----------------------------------------------------------------- Selecta Biosciences, Inc., has entered into a stock purchase agreement with certain purchasers, including certain executive officers and members of the board of directors of the Company. Pursuant to the Purchase Agreement, the Company agreed to sell an aggregate of 3,178,174 shares of its common stock, par value $0.0001 per share, to the Investors for aggregate gross proceeds of approximately $5.75 million, at a purchase price equal to $1.81 per share, which was equal to the most recent consolidated closing bid price on the Nasdaq Global Market on Aug. 19, 2019. The closing of the Offering is subject to satisfaction of specified customary closing conditions. The Investors irrevocably committed to purchase the securities subject to satisfaction of the closing conditions. About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of June 30, 2019, the Company had $46.94 million in total assets, $46.89 million in total liabilities, and $56,000 in total stockholders' equity. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SPEEDWAY MOTORSPORTS: Moody's Reviews Ba1 CFR for Downgrade ----------------------------------------------------------- Moody's Investors Service placed the credit ratings of Speedway Motorsports, Inc. on review for downgrade, including the Ba1 corporate family rating and Ba2 senior notes rating, following the disclosure of the financing plans for the company's merger agreement with Sonic Financial Corporation. The review for downgrade will focus on leverage levels, interest coverage, and the financial policy of the combined company going forward. SMI and Sonic Financial, along with a wholly owned acquisition subsidiary of Sonic Financial, entered into an agreement for Sonic Financial's subsidiary to acquire all the outstanding shares of SMI not owned by Sonic Financial, O. Bruton Smith, his family and related entities. These entities currently own 29 million shares in SMI and control over 71% of the voting power. The tender offer is subject to more than 50% of the outstanding shares of SMI not held by Sonic Financial, Mr. Smith or related entities accepting the offer. The offer is expected to expire on September 16, 2019. If the transaction is completed, SMI will become a wholly owned subsidiary of Sonic Financial. On Review for Downgrade: Issuer: Speedway Motorsports, Inc. Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD 200 million Senior Unsecured Notes due 2023, Placed on Review for Downgrade, currently Ba2 (LGD5) Outlook Actions: Issuer: Speedway Motorsports, Inc. Outlook, Changed to Rating Under Review from Stable RATINGS RATIONALE The review for downgrade reflects the disclosure that the merger is expected to be funded with $250 million of new term loans in addition to a modest draw on a new $100 million revolving credit facility. While the existing revolver is expected to be refinanced, the existing $200 million of senior notes are expected to stay outstanding for the time being. The proposed financing would more than double the amount of outstanding debt and increase SMI's leverage to approximately 3.9x from 1.8x as of Q2 2019 (as calculated by Moody's). Interest coverage and free cash flow would also deteriorate due to higher interest expense. The financial policy of the company going forward will be an important consideration as SMI has a long history of paying down debt with free cash flow which led to lower leverage levels despite declines in EBITDA. Given the much higher leverage level, a downgrade of at least one notch is likely if the transaction is completed. SMI benefits from its market position within the motor sports industry supported by entitlements to 13 NASCAR Cup races and other motor sports events at 8 SMI owned facilities, and broadcast rights under a 10 year NASCAR agreement from 2015 through 2024. The TV broadcast agreement is a significant positive given the increase in broadcast revenue to the company which contributes to EBITDA at a high margin level. SMI is constrained by multiyear declines in attendance due to reduced fan interest in NASCAR racing which is expected to lead to modest declines in EBITDA over the next year. Weather conditions can also negatively impact results as inclement weather has the potential to reduce revenue and increase costs due to the need to reschedule impacted races. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Speedway Motorsports, Inc., headquartered in Concord, NC, is the second largest promoter, marketer and sponsor of motor sports activities in the U.S. primarily through its ownership of eight major racetracks. NASCAR sanctioned events account for the vast majority of SMI's $469 million of revenue for the LTM ended 6/30/19. SUNEX INT'L.: $575K Sale of Export Business Assets to Atlass Okayed ------------------------------------------------------------------- Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida authorized Sunex International Inc.'s sale of the assets relating to its export business, which are set forth in section 2.1 of the Asset Purchase Agreement, to Atlass Hardware Corp. for $575,000. Except as otherwise provided in the Order, all objections to the initial relief sought in the Motion or relief provided in the Order that have not been withdrawn, waived or settled, and all reservations of rights therein, are overruled and denied on the merits. The form and substance of the Cure Notice and Sale Notice are approved. The Debtor will serve the Cure Notice and Sale Notice within three business days of the entry of the Order on the Notice Parties and Other Notice Parties. The Break-Up Fee is reasonable under the circumstances and approved in its entirety. The Break-Up Fee is subject to closing of an alternative transaction and will be paid solely as a carve-out from the proceeds of sale. The Sale Hearing is set for Sept. 18, 2019 at 1:30 p.m. The objection deadline is Sept. 13, 2019 at 4:00 p.m. (ET). The procedures set forth in the Cure Notice governing assumption and assignment of the Section 365 Agreements are approved in their entirety. The stay provided for in Rule 6004(h) is waived and the Order will be effective immediately upon its entry. All time periods set forth in the Order will be calculated in accordance with Rule 9006(a). A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Sunex_International_131_Order.pdf About Sunex International Founded in 1985, Sunex International -- http://www.sunexintl.com/ -- is a supplier of architectural products and complete turn-key building materials for builders, architects, and designers throughout the Caribbean and South Florida. The Company specializes in windows, doors, lumber, framing, roofing, lighting, flooring, tools, fasteners, underground pipes, pumps, and more. Sunex International, Inc., based in Pompano Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-14372) on April 3, 2019. In the petition signed by Jerry Rand, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Raymond B. Ray oversees the case. Michael D. Seese, Esq., at Seese P.A., serves as the Debtor's bankruptcy counsel. TIEL TRUST: Sept. 12 Disclosure Statement Hearing ------------------------------------------------- The hearing to consider the adequacy of and to approve the Disclosure Statement filed by Tiel Trust I FBO Paula T. Douglass is rescheduled for September 12, 2019, at 1:30 p.m. A full-text copy of the Disclosure Statement dated July 15, 2019, is available at https://tinyurl.com/yxdsa4u4 from PacerMonitor.com at no charge. About Tiel Trust I FBO Paula T. Douglass Tiel Trust I FBO Paula T. Douglass, based in Aspen, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 18-19697) on Nov. 6, 2018. In the petition signed by Sam Preston Douglass, Jr., trustee, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Thomas B. McNamara oversees the case. Keri L. Riley, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel to the Debtor. VARTEK LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Vartek, L.L.C. 6715 North 53rd St. Tampa, FL 33610 Business Description: Established in 2005 in Tampa FL., Vartek LLC -- https://vartekllc.com -- is a privately owned manufacturer of flexible PVC hose and tubing. The Company manufactures reinforced hose and non-reinforced tubing products. It serves the construction, industrial, irrigation, landscape, marine, medical, pool, spa, & waterscape markets. Vartek manufactures and maintains a warehouse in Tampa, Florida and a warehouse in San Diego, California. Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-08083 Judge: Hon. Catherine Peek McEwen Debtor's Counsel: Amy Denton Harris, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 E-mail: aharris.ecf@srbp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by William A. Long, Jr., chief restructuring officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-08083_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb19-08083.pdf VMWARE INC: Fitch Affirms 'BB+' IDR Amid Acquisition Announcements ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings for VMware, Inc., including the 'BB+' Long-term Issuer Default Rating and 'BBB-' senior unsecured ratings, on the company's announcements that it will acquire cloud cyber security provider, Carbon Black, Inc., and consolidate the unowned portion of Pivotal, Inc. The Rating Outlook remains Negative. Fitch's actions affect $5 billion of total debt, including the undrawn $1 billion revolving credit facilit. Carbon Black adds leading cloud-native endpoint protection to VMware's enterprise cyber security product set, strengthening the company's efforts to provide a cyber security platform for advanced threat detection and applications behavior insight to prevent attacks and accelerate responses. The addition of Carbon Black adds roughly $230 million of annual revenue growing by double digits with a high subscription sales mix, although Fitch-estimated operating EBITDA (even were Fitch to account for changes in deferred revenue) and FCF is negative. Pivotal's (50% owned by Dell Technologies and 17% already owned by VMware) consolidates VMware's developer-centric platform, tools and services aimed at accelerating applications development, while adding to VMware's Kubernetes-based portfolio. Pivotal adds roughly $690 million of annual revenue, approximately two-thirds of which is subscription based, and roughly break-even profitability, although FCF is positive despite recent cash usage trends from the reduction in deferred revenue. On Aug. 22, 2019, VMware entered into a definitive agreement under which it will acquire Pivotal for a blended price per share of $11.71 (representing approximately $2.7 billion enterprise value), comprised of $15 per share to Class A shareholders and exchange of 0.0550 VMware's Class B common stock for each share of Pivotal Class B common stock held by Dell Technologies. VMware expects the transaction to close in the second half of fiscal 2020 ending Jan. 31, 2020 and is subject to customary closing conditions, including approval by at least the majority of outstanding shares of Pivotal common stock not owned by VMware of Dell Technologies. In addition, on Aug. 22, 2019, VMware entered into a definitive agreement under which it will commence a cash tender offer to purchase all of Carbon Blacks' outstanding shares for $26.00 per share (approximately $2.1 billion enterprise value). VMware expects to close the deal in the second half of fiscal 2020 ending Jan. 31, 2020 and is subject to customary closing conditions, including VMware's acquisition of at least the majority of Carbon Black's common shares and regulatory approval. For the Pivotal transaction, VMware expects an approximately $800 million net cash pay-out, in aggregate, and equity issued to Dell Technologies will increase its ownership stake in VMware to 81.09% from 80.75% as of Aug. 3, 2019. Fitch expects VMware will fund both the Pivotal and Carbon Black transactions with available cash and short-term borrowings. KEY RATING DRIVERS Dell Ownership Risk: Fitch expects VMware's $3.5 billion-$4 billion of annual FCF and Dell's 80.8% ownership and 97.4% voting control of VMware, Inc. provides significant contingent liquidity for Dell, as it manages significant intermediate-term debt maturities and debt reduction commitments. Fitch expects VMware will use a portion of FCF for acquisitions and stock buybacks, but that cash will build through the forecast period. While the potential for another special dividend is less likely in fiscal 2020, given Dell's strengthening profitability, Fitch believes VMware's independent-related party transaction committee is unlikely to constrain Dell from accessing VMware's cash should Dell's cash flow prove insufficient to meet debt maturities, fund acquisitions or distributions. Strengthened FCF Profile: High recurring maintenance revenue, strong profitability, growing unearned revenue and low capital intensity should continue to support strong annual FCF with margins in the high 20% to low 30%. Fitch's forecast for $3.5 billion to $4 billion of annual FCF is up from Fitch's prior forecast of $2.5 billion to $3.5 billion due to outperformance on the top line and rapidly growing unearned revenue, although Fitch anticipates cash from unearned revenue increases to moderate over time as the mix of subscription sales increases. Fitch expects VMware will use FCF for a combination of share repurchases and tuck-in acquisitions, rather than incremental support for Dell. Favorable Top-Line Drivers: Fitch believes secular demand from customers migrating to the hybrid cloud and VMware and Dell cross-selling a combined suite of offerings across a large and diversified customer base will continue driving solid, long-term revenue growth. Expansion into virtualized networking, software defined storage and management, via acquisitions, provide incremental customer penetration opportunities. The acquisitions of Pivotal and Carbon Black expand and strengthen VMware's cloud business, adding a little over $1 billion of subscription revenue. Meaningful Investment Intensity: Fitch expects investment intensity will remain fixed at roughly 20% of revenue as R&D investment supports continued technology leadership, reflected by VMware's strong market leadership positions. In addition, Fitch believes high R&D spending is required for cloud growth, particularly within the context of a shifting competitive landscape, as VMware faces a more diversified set of competitors. These include off-premise compute resources, including public cloud providers Amazon's AWS and Microsoft's Azure, which have considerably greater resources and financial flexibility. Moderate Parent-Subsidiary Linkage: Fitch characterizes the parent-subsidiary linkage between VMware and its 81% owner, Dell, as moderate due to Fitch's belief that VMware's indentures or independent-related party committee do not constrain Dell's ability to access VMware's cash. This was evidenced by a special dividend payment funding Dell's consolidation of its ownership interest in VMware. As a result, Fitch equalizes Dell's and VMware's ratings, but notches VMware's senior unsecured notes up one notch from the Long-Term IDR to reflect the significance of the contribution to consolidated cash flow. DERIVATION SUMMARY On a standalone basis, VMware's technology leadership, large and diversified installed customer base and full suite of products and services should drive consistent positive long-term organic revenue growth and strong FCF support a strong investment grade rating. However, as a majority owned subsidiary of comparatively weaker Dell Technologies (BB+/Negative Outlook), Fitch derived the rating for VMware within the context of Fitch's parent-subsidiary linkage criteria and believes 'BB+' is appropriate, given the moderate to strong linkage between the two entities. Fitch believes the absence of restrictions on restricted payments and inter-company loans more than offset the lack of upstream guarantees and cross-default provisions or the existence of related party governance structures on the Boards of Directors at VMware. KEY ASSUMPTIONS Fitch's Key Assumptions Within its Rating Case for the Issuer - Low-double digit positive organic revenue growth for fiscal 2020 and 2021, moderating to the low- to mid-single digits exiting the forecast period. - Minimal contributions from the proposed acquisitions in fiscal 2020 and a more than $1 billion inorganic revenue contribution in fiscal 2021. - Roughly $1 billion of annual acquisition spending through the forecast period, each adding $250 million of revenue with minimal operating EBITDA. - Acquisitions and shift to subscription model constrains profit margin expansion with operating EBITDA margins in the high 30%. - Unearned revenue grows less rapidly than revenue with higher instalment payments from the sales mix shift to subscriptions. - Tax rates remain at stable levels, while capex represents approximately 3% of revenue. - VMware uses FCF for a combination of acquisitions and share repurchases rather than debt reduction or incremental dividends to Dell Technologies. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Dell's ratings are upgraded, given Fitch's conclusion that Dell's and VMware's parent-subsidiary linkage is moderate. - VMware explicitly ring fences its cash and cash flows by adding language to its credit agreement and indentures restricting payments and intercompany loans. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Dell's ratings are downgraded due to slower than expected deleveraging or erosion in operating results. - Incremental permanent debt to fund shareholder returns or pay a dividend outpace profitability growth, resulting in expectations for total leverage sustained above 2.5x at VMware. - Sustained organic revenue growth underperformance, suggesting diminished competitiveness of VMware's cloud offerings or heightened competition, including from cloud infrastructure providers. LIQUIDITY AND DEBT STRUCTURE Solid liquidity: Fitch believes VMware's liquidity remains adequate and, as of Aug. 2, 2019, was supported by $2.9 billion of cash and cash equivalents and an undrawn $1 billion revolving credit facility expiring on Sept. 12, 2022. Fitch's expectation for $3.5 billion to $4 billion of annual FCF also supports liquidity. WEATHERLY OIL: $225K Sale of Sligo South Assets to Aethon Approved ------------------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Weatherly Oil & Gas, LLCs' private sale and assignment of its Sligo Field, Bossier Parish, Louisiana oil and gas assets to Aethon United BR LP and PEO Haynesville Holdco, LLC, as more particularly set forth in the Purchase and Sale Agreement, for $225,000. The PSA is approved. The sale is free and clear of all Liens, Claims, and Interests. All such Liens, Claims, and Interests will attach to the proceeds of the Sale of the Sligo South Assets. The Cash Proceeds of the Sale authorized by the Order will be remitted to the Debtor and will be subject to the terms of the Final Financing Order. The Buyers will not assume and is not liable for any liabilities arising from the Excluded Assets. Pursuant to Sections 105(a), 363(b)(1), and 365(a) of the Bankruptcy Code, the Debtor's Sale, assumption, and assignment of the Assumed Contracts to the Buyers is approved, and the requirements of Section 365(b)(1) of the Bankruptcy Code with respect thereto are deemed satisfied. The Debtor is authorized to pay the EnergyNet Fee as provided in the EnergyNet Agreement as they relate to the Sale. EnergyNet's commission of $12,375 will be deducted from the proceeds of the Sale. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). The requirements set forth in Bankruptcy Local Rule 9013-1 and the Complex Case Procedures are satisfied by the contents of the Motion. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon its entry. A copy of the PSA attached to the Order is available for free at: http://bankrupt.com/misc/Weatherly_Oil_599_Order.pdf About Weatherly Oil & Gas Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com/ -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, CRO, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as counsel to the Debtor. WEATHERLY OIL: $400K Sale of Bethany Longstreet Assets Approved --------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Weatherly Oil & Gas, LLCs' private sale and assignment of its Bethany Longstreet Field, De Soto and Caddo Parish, Louisiana oil and gas assets to DEA Bethany, L.L.C., as more particularly set forth in the Purchase and Sale Agreement, for $400,000. The PSA is approved. The sale is free and clear of all Liens, Claims, and Interests. All such Liens, Claims, and Interests will attach to the proceeds of the Sale of the Sligo South Assets. The Cash Proceeds of the Sale authorized by the Order will be remitted to the Debtor and will be subject to the terms of the Final Financing Order. The Buyers will not assume and is not liable for any liabilities arising from the Excluded Assets. Pursuant to Sections 105(a), 363(b)(1), and 365(a) of the Bankruptcy Code, the Debtor's Sale, assumption, and assignment of the Assumed Contracts to the Buyers is approved, and the requirements of Section 365(b)(1) of the Bankruptcy Code with respect thereto are deemed satisfied. The Debtor is authorized to pay the EnergyNet Fee as provided in the EnergyNet Agreement as they relate to the Sale. EnergyNet's commission of $22,000 will be deducted from the proceeds of the Sale. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). The requirements set forth in Bankruptcy Local Rule 9013-1 and the Complex Case Procedures are satisfied by the contents of the Motion. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon its entry. A copy of the PSA attached to the Order is available for free at: http://bankrupt.com/misc/Weatherly_Oil_600_Order.pdf About Weatherly Oil & Gas Weatherly Oil & Gas, LLC -- https://www.weatherlyop.com/ -- is a Fort Worth-based oil and natural gas company primarily focused on exploiting natural resources in the Ark-La-Tex region. Weatherly is operated by an affiliate Weatherly Operating, LLC. Weatherly Oil & Gas filed a voluntary petition under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-31087) on Feb. 28, 2019. In the petition signed by Scott Pinsonnault, CRO, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Matthew D. Cavenaugh, Esq., at Jackson Walker LLP, serves as counsel to the Debtor. WHITEWATER/EVERGREEN: Sept. 23 Disclosure Statement Hearing ----------------------------------------------------------- An Amended Disclosure Statement and an Amended Joint Plan of Liquidation was filed by Whitewater/Evergreen Operations, LLC, and its debtor affiliates on August 7, 2018. The hearing to consider the adequacy of and to approve the Disclosure Statement will be held on September 23, 2019 at 1:30 p.m. Objections to the Disclosure Statement shall be filed no later than September 16. A full-text copy of the Disclosure Statement dated August 7, 2019, is available at https://tinyurl.com/y436kvpx from PacerMonitor.com at no charge. About Whitewater/Evergreen Operations Whitewater/Evergreen Operations, LLC owns 50% interest in Fowlerton Salt Water Disposal Well. EFSWD 1 has 43% ownership interest in Cheapside Salt Water Disposal Well. SWD, LLC has 37% ownership interest in EFSWD 1. Whitewater/Evergreen Operations, LLC, (Bankr. D. Colo. Case No. 18-14535), SWD, LLC, (Bankr. D. Colo. Case No. 18-14537) and EFSWD 1, LLC (Bankr. D. Colo. Case No. 18-14542) filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code on May 24, 2018. Another affiliate, PH Grinders, LLC, filed for Chapter 11 (Case No. 18-14696) on May 30, 2018. The petitions were signed by Ben R. Doud, as their manager. The proceedings are jointly administered under Whitewater/Evergreen's case. The cases are assigned to the Hon. Kimberley H. Tyson. Whitewater/Evergreen Operations disclosed $8 million in assets against $11.6 million in liabilities as of the bankruptcy filing. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as the Debtors' counsel. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. 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