/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190829.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, August 29, 2019, Vol. 23, No. 240 Headlines 753 NINTH AVE REALTY: To Obtain Refinancing Commitment by Sept. 30 ADAM STORAGE: Case Summary & 9 Unsecured Creditors AEGIS ASSET: Voluntary Chapter 11 Case Summary ANNAGEN LLC: Voluntary Chapter 11 Case Summary BAKKEN INCOME: Court Confirms 2nd Amended Liquidation Plan BLACKRIDGE TECHNOLOGY: Posts $9.2 Million Net Loss in 2nd Quarter BRINTON APARTMENTS: S&P Cuts Revenue Bond Rating to 'BB-' BRISTOW GROUP: Oct. 3 Plan Confirmation Hearing BRITLIND OIL: Court Conditionally Approves Disclosure Statement C.T.W. REALTY: To Fund Plan Payments from Property Sale Proceeds CAMBRIAN HOLDING: Committee Taps Barber Law as Local Counsel CAMBRIAN HOLDING: Committee Taps Foley & Lardner as Legal Counsel CARGO WORKSHOP: Principals to Fund Plan Before Confirmation Hearing CELLECTAR BIOSCIENCES: May Issue 820K Shares Under 2015 Plan CELLECTAR BIOSCIENCES: Posts $3.18 Million Net Loss in 2nd Quarter CELLECTAR BIOSCIENCES: Warrants Delisted from Nasdaq CHINA LENDING: Receives Listing Deficiency Notice from Nasdaq DAVID WIGDAHL: $1.58M Sale of Elgin Property Approved DIGITAL COMMUNICATIONS: Oct. 2 Plan Confirmation Hearing FRANKLIN ACQUISITIONS: Oct. 10 Plan Confirmation Hearing FS ENERGY: Moody's Hikes CFR to Ba2 & Alters Outlook to Stable GIP III STETSON I: Fitch Affirms BB- IDR & Alters Outlook to Neg. HARLAND CLARKE: S&P Cuts ICR to CCC+ on Elevated Refinancing Risk IBIS NETWORKS: Case Summary & 20 Largest Unsecured Creditors JAGUAR HEALTH: Appoints Carol Lizak Chief Accounting Officer JAGUAR HEALTH: Jonathan Glaser Has 4.9% Stake as of Aug. 13 JAUREGUI TRUCKING: Case Summary & 13 Unsecured Creditors KAMAN CORP: S&P Cuts ICR to 'BB' on Divestiture; Outlook Stable KELLY GRAINGER: $172K Sale of Waxhaw Property to NCDOT Approved LACONIA LLC: Sept. 24 Hearing on Disclosure Statement LAKESHORE FARMS: Unsecured Creditors to Get 21% Payout Under Plan LAKEWAY PUBLISHERS: $11.5K Sale of Personal Property to Warr Okayed MERCADO'S MEAT: Oct. 2 Plan, Disclosure Statement Hearing ODEBRECHT SA: Chapter 15 Case Summary ONE WAY LOANS: Unsecureds Projected to Recoup 45% Under Plan PARADIGM MIDSTREAM: S&P Raises First-Lien Term Loan Rating to BB- PDC ENERGY: Moody's Reviews Ba3 CFR for Upgrade Amid SRC Deal PES HOLDINGS: MNAT, Davis Represent Ad Hoc Term Loan Lender Group PF HOLDINGS: S&P Extends CreditWatch on 'BB' 2016A Rev. Bond Rating PITNEY BOWES: Fitch Affirms BB+ IDR Amid Deal on Software Solutions PLEASANTON FITNESS: Case Summary & 20 Largest Unsecured Creditors PRIDE CLEANERS: Unsecured Creditors to Get $50K Under Plan RUI HOLDING: Gets Approval to Hire Carl Marks, Appoint CRO RUI HOLDING: Taps Configure Partners as Investment Banker RUI HOLDING: Taps Epiq Corporate as Administrative Advisor RUI HOLDING: Taps Klehr Harrison as Legal Counsel SANCHEZ ENERGY: Taps Prime Clerk as Claims Agent SEPCO CORP: Disclosure Statement Rescheduled to Oct. 8 SHIRLEY MCCLURE: Trustee's $100K Sale of Tidus Suit Claims Denied SK BLUE: Fitch Affirms 'B' LongTerm IDR, Outlook Stable TREEHOUSE FOODS: Moody's Affirms Ba3 CFR, Outlook Stable VISTA RIDGE: Judge Confirms Chapter 11 Plan of Liquidation VSOP LLC: Seeks Combined Disclosure Statement, Plan Hearing WEST VIRGINIA RESORTS: Taps Caldwell & Riffee as Legal Counsel YCO FOSTER CARE: Case Summary & 20 Largest Unsecured Creditors [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 753 NINTH AVE REALTY: To Obtain Refinancing Commitment by Sept. 30 ------------------------------------------------------------------ 753 Ninth Ave Realty LLC filed an amended Chapter 11 plan and accompanying disclosure statement to disclose, among other things, that the Debtor intend to obtain a commitment for the refinancing of its obligations to the Lender under the 753 Note by no later than Sept. 30, 2019. The commitment for the Refinancing will provide for a closing within 45 days of the date of the commitment. The Plan separates Claims into four unclassified categories (three unclassified categories from the previous Plan) and six Classes. The Plan added an unclassified category of claims -- United States Trustee Fees. All statutory fees of the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and any applicable interest thereon shall be paid in full by the Effective Date. Thereafter, those fees and any applicable interest thereon shall be paid in accordance with the applicable schedule for payment of those fees until the entry of a final decree or the case is dismissed or converted. Under the Plan, the Debtor has reserved its right to object to inclusion of post-petition default interest in the amount of the Lender Secured Claim, as well as to object to the amount of the Lender's post-petition fees and expenses. If successful, the distribution to the Lender would decrease. In the event that any objection by the Debtor to the amount of the Lender Secured Claim remains unresolved at the time of the closing of the Refinancing or Sale, no Refinancing or Sale proceeds need be held in escrow; rather, all proceeds shall be paid to the Lender and any deficiency to be satisfied by non-Debtor collateral shall be reduced by the amount that the Lender Secured Claim is reduced by order of the Bankruptcy Court, if any. The date by which Ballots and objections to confirmation of the Plan must be received is Oct. 10, 2019. The hearing on confirmation of the Plan is Oct. 17. 72nd Ninth LLC objected to the Debtor's application for an entry of an order: (i) Approving the Disclosure Statement; (ii) establishing voting record holder date; (iii) approving solicitation procedures, forms of ballots, and manner of notice; and (iv) fixing the deadline for filing objections to confirmation of the Plan. According to 72nd Ninth, a disclosure statement must "contain simple and clear language delineating the consequences of the proposed plan on [creditors'] claims and the possible Code alternatives so that [creditors] can intelligently accept or reject the Plan." 72nd Ninth asserts that the Disclosure Statement is devoid of information of a kind that would enable a hypothetical reasonable investor typical of holders of claims or interest of the relevant class to make an informed judgment about the Plan, the Disclosure Statement should not be approved. 72nd Ninth points out that the Debtor fails to set forth any basis for an objection to post-petition default interest, fees or expenses. 72nd Ninth further points out that the Disclosure Statement fails to provide adequate information regarding potential objections to Secured Creditor's claim preventing Secured Creditor and other creditors to make an informed judgment about the Plan. 72nd Ninth complains that the Disclosure Statement fails to discuss any of the Debtor's attempts to secure refinancing or what it believes a newly refinanced loan would require from the Debtor. A blacklined version of the Disclosure Statement dated Aug. 23, 2019, is available at https://tinyurl.com/y5nk67pf from PacerMonitor.com at no charge. Attorneys for 72nd Ninth LLC: Jerold C. Feuerstein, Esq. Stuart L. Kossar, Esq. KRISS & FEUERSTEIN LLP 360 Lexington Avenue, Suite 1200 New York, New York 10017 Tel: (212) 661-2900 Fax: (646) 454-4168 Email: jfeuerstein@kanfllp.com skossar@kandfllp.com About 753 Ninth Ave Based in New York, New York, 753 Ninth Ave Realty, LLC is a Single Asset Real Estate Debtor. Its principal assets are located at 753 Ninth Avenue New York, NY 10019 having an appraised value of $13.5 million. The Debtor filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 19-11201) on April 18, 2019, with total assets $13,500,499 and total liabilities at $16,367,400. The petition was signed by Marina Koustis, manager of sole member. ADAM STORAGE: Case Summary & 9 Unsecured Creditors -------------------------------------------------- Debtor: Adam Storage, Inc. d/b/a Adam Storage 1103 Bainbridge Drive Sugar Land, TX 77479 Business Description: Adam Storage, Inc. is a privately held company in Houston, Texas. Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-34749 Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: John Vincent Burger, Esq. BURGER LAW FIRM 3000 Weslayan, Ste 305 Houston, TX 77027 Tel: 713-960-9696 Fax: 713-961-4403 E-mail: bankruptcy@burgerlawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gul Faraz Khan, president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-34749.pdf AEGIS ASSET: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Aegis Asset Management LLC 537 Bamboo Lane Clearwater, FL 33764 Business Description: Aegis Asset Management LLC is a real estate investor that holds and rents properties. Chapter 11 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-08036 Judge: Hon. Catherine Peek McEwen Debtor's Counsel: Gabriel Strine, Esq. STRINE LEGAL SERVICES, PLLC 8451 W Linebaugh Ave Tampa, FL 33625 Tel:(813) 373-3217 E-mail: grstrine@strinelegalservices.com Total Assets as of July 25, 2019: $5,000,000 Total Debts as of July 25, 2019: $3,100,000 The petition was signed by Caruso Bruno Ivan, 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/flmb19-08036.pdf ANNAGEN LLC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Annagen, LLC ta Netrepid 2330 Vartan Way, Suite 185 Harrisburg, PA 17110 Business Description: Annagen, LLC ta Netrepid -- https://www.netrepid.com/ -- is a privately held corporation that provides colocation, infrastructure and application hosting services that work side by side with a large variety of industries including healthcare, financial, education, transportation and government to accelerate their technology evolution from the ground to the cloud. Netrepid is a Pennsylvania based business that operates a Data Center in Harrisburg, PA. Chapter 11 Petition Date: August 27, 2019 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Case No.: 19-03631 Judge: Hon. Henry W. Van Eck Debtor's Counsel: Lisa A. Rynard, Esq. PURCELL, KRUG & HALLER 1719 North Front Street Harrisburg, PA 17102 Tel: 717 234-4178 Fax: 717 236-6120 Email: lrynard@pkh.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Samuel D. Coyl, member/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/pamb19-03631.pdf BAKKEN INCOME: Court Confirms 2nd Amended Liquidation Plan ---------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado has confirmed Bakken Income Fund, LLC's second amended Chapter 11 plan of liquidation. The objection to confirmation of the Plan filed by the U.S. Trustee has been resolved. The stipulation entered into by the Debtor and Equinor Energy LP, fka Statoil Oil & Gas LP, whereby the Equinor Claim will be reduced and allowed for $129,000 for which Equinor will receive a payment for $25,000 and the claim of Zavanna LLC will be allowed for $438,201 for which Zavanna will receive a payment for $85,000 has been approved by the Court. Class 1 General Unsecured Claims are unimpaired. Each Holder shall receive payment in full, in Cash, of the unpaid portion of its Allowed General Unsecured Claim plus interest at the rate of 200 basis points above the 10-year Treasury Note on the Effective Date or as soon thereafter as reasonably practicable (or, if payment is not then due, shall be paid in accordance with its terms) or pursuant to such other terms as may be agreed to by the Holder of an Allowed General Unsecured Claim, and the Debtor or Plan Administrator, as applicable. Class 2 Subordinated Claims Zavanna Claim and Equinor Claim are impaired. The Zavanna Claim shall be Allowed in the amount of $438,201.87 for which Zavanna shall receive a payment in the amount of $85,000.00 on the Effective Date. The Equinor Claim shall be reduced and Allowed in the amount of $129,000.00 for which Equinor shall receive a payment in the amount of $25,000.00 on the Effective Date. Class 3 Insider Claims are impaired. Holders of Insider Claims by affiliates of the Debtor will receive no distribution under the Second Amended Plan. Class 4 Interests are impaired. Upon the Effective Date, on the Effective Date, all Class 4 Interests will be deemed canceled, null and void and of no force and effect, and the Holders thereof shall not receive or retain any distribution on account of their Interests. The Second Amended Plan shall be funded from Cash generated from the Sales. A full-text copy of the Disclosure Statement dated August 19, 2019, is available at https://tinyurl.com/y6l7bmgz from PacerMonitor.com at no charge. Attorneys for Debtor: John H. Rowland, Esq. BAKER, DONELSON, BEARMAN CALDWELL & BERKOWITZ, P.C. Baker Donelson Center, Suite 800 211 Commerce Street Nashville, Tennessee 37201 Telephone: (615) 726-5544 Email: jrowland@bakerdonelson.com -- and -- Michael J. Pankow, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 Seventeenth Street, Suite 2200 Denver, Colorado 80202-4432 Telephone: 303.223.1106 Email: mpankow@bhfs.com About Bakken Income Fund Bakken Income Fund LLC is an oil and gas investment fund. It was formed in Colorado in 2011. Its corporate offices are located at 521 DTC Parkway, Suite 200, Greenwood Village, Colorado. Bakken Income Fund sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on Oct. 17, 2016. In the petition signed by Randall Kenworthy, managing member, the Debtor estimated its assets and liabilities at $1 million to $10 million. Judge Elizabeth E. Brown oversees the case. The Debtor tapped Courtney H. Gilmer, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. as lead bankruptcy counsel, and Brownstein Hyatt Farber Schreck, LLP as co-counsel. The Debtor also hired TenOaks Energy Advisors, LLC, as sales agent. No trustee, examiner or official creditors' committee has been appointed. BLACKRIDGE TECHNOLOGY: Posts $9.2 Million Net Loss in 2nd Quarter ----------------------------------------------------------------- BlackRidge Technology International, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $9.23 million on $65,124 of revenue for the three months ended June 30, 2019, compared to a net loss of $3.64 million on $66,826 of revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $15.61 million on $188,800 of revenue compared to a net loss of $6.87 million on $70,014 of revenue for the same period last year. As of June 30, 2019, the Company had $10.71 million in total assets, $18.88 million in total liabilities, and total stockholders' deficit of $8.17 million. At June 30, 2019, the Company had total current assets of $654,917, including cash of $78,522, and current liabilities of $18,887,131, resulting in working capital deficit of $18,232,214. The Company's current assets and working capital included receivables of $259,029, inventory of $92,682 and prepaid expenses of $224,684. As the Company has worked toward its acquisition and new product launches, the Company has primarily financed recent operations, the development of technologies, and the payment of expenses through the issuance of its debt, common stock, preferred stock and warrants. For the six months ended June 30, 2019, net cash used in operating activities was $5,539,913, as a result of the Company's net loss from continued operations of $15,609,911 and increases in accounts receivable of $156,737, inventory of $36,679, and prepaid expenses of $101,971, partially offset by non-cash expenses totaling $8,132,486 and increases in accounts payable and accrued expenses of $776,852, accounts payable and accrued expenses - related party of $36,846, accrued interest of $906,043, accrued interest – related party of $15,919, deferred revenue of $50,163 and wages payable of $447,076. By comparison, for the six months ended June 30, 2018, net cash used in operating activities was $5,183,773, as a result of the Company's net loss from continued operations of $6,873,052 and increases in inventory of $15,595, prepaid expenses of $64,210, and decreases in deferred revenue of $5,690, accounts payable and accrued expenses – related party of $17,214, partially offset by non-cash expenses totaling $1,104,458, and increases in accounts payable and accrued expenses of $140,407, accrued interest of $162,207, accrued interest - related party of $81,964, wages payable of $293,520, and a decrease in accounts receivable of $9,432. Cash used in investing activities for the six months ended June 30, 2019 was $1,301,397 compared to $1,182,763 for the six months ended June 30, 2018. The increase in the current period is due primarily to an increase in capitalized engineering costs related to the Company's technology development as well as an approximate $79,000 in purchases of property and equipment. For the six months ended June 30, 2019, net cash provided by financing activities was $2,225,882, comprised of proceeds from sales of equity in BlackRidge Research of $1,467,550, proceeds from short term notes – related party of $600,000 and proceeds from subscriptions payable, partially offset by the repayments of short term notes of $25,000 and repayments of long-term notes of $166,668. For the six months ended June 30, 2018, net cash provided by financing activities was $5,970,000, comprised of proceeds from the sale short term notes – related party of $500,000, short term convertible notes of $5,600,00 and advances – related party of $75,000, partially offset by the repayments of short term notes of $5,000 and repayment of long-term notes of $200,000. BlackRidge said, "Based on our current business plan, we anticipate that our operating activities will use approximately $900,000 in cash per month over the next twelve months, or $10.8 million. Currently we do not have enough cash on hand to fully implement our business plan, and will require additional funds within the next year. We believe that our operations will not begin to generate significant cash flows until the fourth quarter of 2019 when we expect to begin new product contracts. "In order to remedy this liquidity deficiency, we are actively seeking to raise additional funds through the sale of equity and debt securities, and ultimately plan to generate substantial positive operating cash flows. Our internal sources of funds will consist of cash flows from operations, but not until we begin to realize substantial revenues from sales. If we are unable to raise additional funds in the near term, we may not be able to fully implement our business plan, and it is unlikely that we will be able to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/jghvXS About BlackRidge Technology Headquartered in Reno, Nevada, BlackRidge Technology, formerly known as Grote Molen, Inc. -- http://www.blackridge.us/-- develops and markets next generation cyber defense solutions that enables its customers to deliver more secure and resilient business services in today's rapidly evolving technology and cyber threat environments. The Company's patented technology authenticates user or device identity and enforces security policy on the first packet of network sessions. This new level of real-time protection blocks or redirects unidentified and unauthorized traffic to stop port scanning, cyber-attacks and unauthorized access. BlackRidge was founded in 2010 to commercialize its military grade and patented network security technologies. BlackRidge reported a net loss of $17.15 million for the year ended Dec. 31, 2018, compared to a net loss of $15.34 million for the year ended Dec. 31, 2017. As of March 31, 2019, Blackridge had $10.68 million in total assets, $11.66 million in total liabilities, and a total stockholders' deficit of $979,982. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has incurred losses since inception, has negative cash flows from operations, and has negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. BRINTON APARTMENTS: S&P Cuts Revenue Bond Rating to 'BB-' --------------------------------------------------------- S&P Global Ratings lowered its long-term rating two notches to 'BB-' from 'BB+' on Pennsylvania Housing Finance Agency's series 2015A multifamily housing revenue bonds (Brinton Manor and Brinton Towers Apartment project), issued for Brinton Apartments Penn LLC. At the same time, S&P Global Ratings removed the rating from CreditWatch, where it had been placed with negative implications on July 25, 2019. The outlook is negative. "The downgrade follows material deterioration in the project's financial performance in fiscal 2018, as reported in audited financials released in August 2019, owing to increased expenses and declining revenue, culminating in a decrease in net cash flow," said S&P Global Ratings credit analyst Daniel Pulter. This translated to a decline in single-year maximum annual debt service (MADS) coverage below 1x, and a three-year average MADS coverage of 1.06x. "The downgrade also follows our revised view of the project's strategy and management to highly vulnerable from vulnerable, owing to a deterioration in track record and operational effectiveness, as demonstrated by recent cash flow volatility and technical defaults at other projects under the same parent-ownership and management structure," Mr. Pulter added. Under S&P's criteria, the rating is capped at 'BB+' in accordance with the highly vulnerable strategy and management assessment, because of the project's vulnerable financial position and highly vulnerable loss coverage. S&P's view of owner JPC Charities, and PF Holdings LLC as manager, is also informed by repeated difficulty in obtaining critical fiscal 2018 financial information for several other projects under the same parent-ownership and management structure. The rating agency has found that this difficulty in gathering critical and required information related to a project typically proceeds financial and operational performance declines. BRISTOW GROUP: Oct. 3 Plan Confirmation Hearing ----------------------------------------------- On Aug. 21, the Bankruptcy Court conditionally approved the disclosure statement explaining the Joint Chapter 11 Plan Of Reorganization of Bristow Group, Inc., and its debtor affiliates. A combined hearing on the disclosure statement and confirmation of the plan is scheduled for Oct. 3, 2019 at 1:00 PM. The Plan and Disclosure Statement Objection Deadline is September 23, 2019, at 4:00 p.m. (prevailing Central Time). Following the Aug. 21 hearing, the Debtors modified their Amended Plan and Disclosure Statement to provide that PK Air Credit Facility Claims and MAG Lease Obligation Claims will be satisfied in accordance with the Milestone Settlement Order. Blacklined versions of the Disclosure Statement and Plan are available at https://tinyurl.com/yyeeyje6 and https://tinyurl.com/y4e5rcv8 from PacerMonitor.com at no charge. The Ad Hoc Committee of Equity Security Holders objected to the approval of the Disclosure Statement complaining that the Disclosure Statement fails to include a liquidation analysis. The Equity Committee asserted that the Debtors fail to disclose the consolidated securities class action that was commenced prepetition, which action has a direct impact on the third party releases proposed under the Plan, as well as claims to be treated by the Plan. The Equity Committee further complained that the Disclosure Statement does not materially or adequately describe or discuss the foregoing securities class action and other litigation and the potential impacts thereof, which is important given the broad releases, including third party releases, the Debtors are seeking to effectuate through their Plan. Attorneys for the Equity Committee: Trey A. Monsour, Esq. POLSINELLI PC 1000 Louisiana Street Suite 6400 Houston, Texas 77002 Telephone: (713) 374-1643 Facsimile No.: (713) 374-1601 Email: tmonsour@polsinelli.com -- and -- David B. Golubchik, Esq. Eve H. Karasik, Esq. Todd M. Arnold, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 Email: dbg@lnbyb.com ehk@lnbyb.com tma@lnbyb.com About Bristow Group Bristow Group Inc. (OTC: BRSWQ) -- http://www.bristowgroup.com/-- provides industrial aviation and charter services to offshore energy companies in Europe, Africa, the Americas, and the Asian Pacific. It also provides search and rescue services for governmental agencies and the oil and gas industry. Headquartered in Houston, Bristow Group employs 3,000 individuals around the world. Bristow Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-32713) on May 11, 2019. As of Sept. 30, 2018, the Debtors had $2.861 billion in assets and $1.886 billion in liabilities. The cases are assigned to Judge David R. Jones. The Debtors tapped Baker Botts LLP as bankruptcy counsel; Wachtell, Lipton, Rosen & Katz as co-counsel with Baker Botts; Alvarez & Marsal and Houlihan Lokey Capital, Inc., as financial advisors; and Prime Clerk LLC as claims, noticing and solicitation agent. Henry Hobbs Jr., the acting U.S. trustee for Region 7, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Bristow Group Inc. and its affiliates. The Committee selected Kramer Levin Naftalis & Frankel LLP as its legal counsel. Porter Hedges LLP is the Committee's local and conflicts counsel. Imperial Capital, LLC, is the Committee's financial advisor, and Perella Weinberg Partners LP is the investment banker. BRITLIND OIL: Court Conditionally Approves Disclosure Statement --------------------------------------------------------------- The Amended Disclosure Statement explaining the Amended Chapter 11 Plan filed by Britlind Oil, LLC, is conditionally approved. October 3, 2019 at 2:30 p.m. is fixed for the hearing on Confirmation of the Plan and Final Approval of the Disclosure Statement in the Court room of the Honorable Stacy G Jernigan, 1100 Commerce Street, 14th Floor, Dallas, Texas. September 27, 2019 is fixed as the last day for filing and serving written objections to confirmation of the Plan or the Disclosure Statement. September 27, 2019 is fixed as the last day for filing and serving written acceptances or rejections of the Plan. Class 8 Claimants (Allowed Unsecured Claims) are impaired. The Unsecured Creditors5 will share pro-rata in the Unsecured Creditor's Pool. The Debtor shall pay into the Unsecured Creditors' Pool an amount equal to 20% of the net revenue from the Debtor's 40% Working Interest under the New Lease Agreement until the Allowed Unsecured Creditors have been paid in full. Class 2 Claimants (Allowed Ad Valorem Tax Claims) are impaired. The Allowed Ad Valorem Tax Creditor Claims shall be paid out of the revenue from the continued operations of the business to the Louisiana Department of Revenue. The LDR has filed three (3) Proof of Claim for a total alleged debt of $36,022.20. The Debtor disputes this amount. In the event the LDR Claim is an Allowed Claim for priority taxes, such claim will be paid in full with interest at the rate of 12% per annum. The Allowed Claims of LDR shall be paid in full within 60 months of the Petition Date from the continued operations of the Debtor. Calcasieu Parish Sheriff & Tax Collector has filed a Proof of Claim in the amount of $54,363.94. Class 3 Claimants (Allowed Priority Section 507(a)(4) Claimants) are impaired. The Class 3 Claimants have asserted claims in the amount of $12,850 each. The Class 3 Claimants shall be paid from the continued operations of the Debtor. Debtor may pre-pay any Class 3 Claimant without penalty. Class 4 Claimant (Allowed Secured Creditors) are impaired. The Secured Creditors will be paid in full with interest at the rate of 5% per annum commencing on the Effective Date in 60 equal monthly payments. The Secured Creditors shall retain their current liens until paid in full in accordance with the terms of this Plan. Debtor may pre-pay any Class 4 Claimant without penalty. Class 5 Claimants (Allowed Claims of Olympia Minerals Leasing, LLC and Olympia Minerals, LLC) are impaired. Pursuant to the terms of the Plan, OM and OML will have no claims in the Debtor’s bankruptcy estate, and all litigation in both Louisiana and Texas concerning the matters in dispute under the Lease, Sublease and/or Starks Field shall be dismissed with prejudice upon confirmation of the Plan. Class 6 Claimants (Allowed Claims of Euramerica Gas & Oil Corp. and Petrobridge Starks #1 Joint Venture) are impaired. Shall have an Allowed Secured Claim in the amount of $2,500,000. The Debtor shall pay Class 6 Claimants an amount equal to 50% of the Net Revenue derived from Debtor's 40% Working Interest in the New Lease Agreement until the Class 6 Claim has been paid in full. The Class 6 Claimant's Claim shall be secured by a first lien on 100% of the Debtor's 40% Working Interest in the New Lease Agreement. Class 7 Claimants (Allowed Claims of Jonathan Thayer, Charles Gale, William Duvall, Pecos Financial, Sandra Dodge, Mark Rubin, Tommy Dodge and Peter McGuire) are impaired. Jonathan Thayer, Charles Gale, William Duvall, Pecos Financial, Sandra Dodge, Tommy Dodge, Mark Rubin and Peter McGuire each purchased interests in the Debtor’s interest in the Starks Field. As part of the Plan, Jonathan Thayer, Charles Gale, William Duvall, Pecos Financial, Sandra Dodge, Tommy Dodge, Mark Rubin and Peter McGuire shall have a 60% Working Interest in the New Lease Agreement. The Debtor's obligations under this Plan will be satisfied out of the ongoing operations of the Reorganized Debtor and the New Lease Agreement. The income projections of the Reorganized Debtor are attached to the Disclosure Statement. The Debtor believes the projections to be accurate based upon historical levels of production. A full-text copy of the Disclosure Statement dated August 19, 2019, is available at https://tinyurl.com/y2j734fj from PacerMonitor.com at no charge. About Britlind Oil Britlind Oil, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 18-33693) on Nov. 7, 2018, disclosing less than $1 million in assets and liabilities. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. C.T.W. REALTY: To Fund Plan Payments from Property Sale Proceeds ---------------------------------------------------------------- C.T.W. Realty Corp. asked the Bankruptcy Court to approve the disclosure statement explaining its plan of reorganization and schedule the hearing on the confirmation of the Plan for Jan. 23, 2020. The Debtor proposed a Plan which provides that each Holder of an Allowed Class 3 General Unsecured Claim will receive one or more distributions on a Pro Rata basis, up to one hundred percent (100%) of the Allowed General Unsecured Claim from the remaining proceeds of the Distribution Fund, if any, promptly after the payment in full in Cash of all of the following: (a) Administrative Claims, (b) Fee Claims, (c) the Class 1 Claim, (d) the Class 2 Claim, and (e) Priority Tax Claims, with no post-Petition Date interest thereon. Class 3 is Impaired, and holders of a Class 3 Claim are entitled to vote to accept or reject the Plan. The Debtor owns a commercial property located at 55-59 Chrystie Street, New York, New York 10002. As a condition to effectiveness of this Plan, the Debtor must either (i) close on the Sale of the Property or the Refinancing of the Property or (ii) Reinstate the Allowed Secured Claim of Wilmington Trust. The Sale of the Property, if implemented, is intended to be exempt from otherwise applicable transfer taxes in accordance with Section 1146(a) of the Bankruptcy Code. The Plan shall be funded with (a) Cash on hand and (b) the net proceeds of (i) a Sale of the Property pursuant to the Bid Procedures, (ii) the Refinancing or (iii) any other capital raise or other investment in the Debtor approved by the Bankruptcy Court, or any combination of the foregoing. The Debtor has sought the Court's authority to sell the property and approve the bid procedures and terms of the sale. The Debtor proposes that any auction will take place sometime in January 2020. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y594ms9o from PacerMonitor.com at no charge. A full-text copy of the Plan is available at https://tinyurl.com/yyw3njym from PacerMonitor.com at no charge. About C.T.W. Realty Corp. C.T.W. Realty Corp. is a single asset real estate company which was formed for the ownership and management of that certain commercial property located at 55-59 Chrystie Street, New York, NY 10002. On May 6, 2019, Wilmington Trust, N.A., as Trustee for the Benefit of the Holders of LCCM2017-LC26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, filed Motion To Excuse Compliance By Receiver With 11 U.S.C. Sec. 543. On June 4, 2019, the Court entered an order granting the Receiver Motion. C.T.W. Realty Corp., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11425) on May 1, 2019. In the petition was signed by Gary M. Tse, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Steven B. Smith, Esq., at Herrick Feinstein LLP, serves as bankruptcy counsel to the Debtor. CAMBRIAN HOLDING: Committee Taps Barber Law as Local Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Cambrian Coal Holding Company, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Barber Law PLLC as its local counsel. The firm will provide these services to the committee in connection with the Chapter 11 cases filed by the company and its affiliates: (a) advise the committee concerning its rights, powers and duties under the Bankruptcy Code; (b) give advice concerning the administration of the Debtors' bankruptcy cases; (c) advise the committee regarding its duty to investigate the acts, conduct, assets, liabilities and financial condition of the Debtors and the operation of their business; (d) advise the committee in connection with the formulation and confirmation of a plan of reorganization; (e) investigate the nature, enforceability and validity of the indebtedness incurred by the Debtors and the liens against their properties; and (f) advise the committee in connection with the sale of the Debtors' assets. The firm charges an hourly fee of $295. T. Kent Barber, Esq., at Barber Law, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: T. Kent Barber, Esq. Barber Law PLLC 2200 Burrus Drive Lexington, KY 40513 Telephone: (859) 296-4372 Email: kbarber@barberlawky.com About Cambrian Holding Co. Belcher, Kentucky-based Cambrian Holding Company, Inc., and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford, Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as investment banker; and FTI Consulting, Inc., as financial advisor. Epiq Corporate Restructuring, LLC, is the notice, claims and solicitation agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on June 26, 2019. Foley & Lardner LLP is counsel to the Creditors' Committee. Barber Law PLLC is local counsel to the Creditors' Committee. B Riley FBR, Inc., is financial advisor for the Committee. CAMBRIAN HOLDING: Committee Taps Foley & Lardner as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Cambrian Holding Company, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Foley & Lardner LLP as its legal counsel. The firm will provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: a. advise the committee regarding its rights, powers and duties in the Debtors' bankruptcy cases; b. represent the committee in matters involving contests with the Debtors, secured creditors and other third parties; c. analyze a potential sale of substantially all of the Debtors' assets and the interests of unsecured creditors with respect to such a sale; d. review pre-bankruptcy transactions and relationships with Cambrian Holding's non-debtor affiliates; e. represent the committee in the negotiation of any porposed plan of reorganization or liquidation; f. assist the committee in analyzing the claims of creditors and the Debtors' capital structure, and in negotiating with holders of claims and equity interests; g. assist the committee in its investigation of the acts, conduct, assets, liabilities, financial condition and operations of the Debtors; h. advise the Committee as to its communications to the general creditor body regarding significant matters in the Debtors' cases; and i. review and analyze all applications, orders, statements of operations and schedules filed with the court and advise the committee as to their propriety. The hourly rates for the firm's attorneys who are expected to represent the committee range from $395 to $665. Geoffrey Goodman, Esq., a partner at Foley & Lardner, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Foley & Lardner can be reached through: Geoffrey S. Goodman, Esq. Foley & Lardner LLP 321 North Clark Street, Suite 2800 Chicago, IL 60610 Phone: (312) 832-4500/(312) 832-4514 Fax: (312) 832-4700 Email: ggoodman@foley.com About Cambrian Holding Co. Belcher, Kentucky-based Cambrian Holding Company, Inc., and its subsidiaries produce and process metallurgical coal and thermal coal for use by utility providers and industrial companies located primarily in the eastern United States and Canada. The company began operations in 1991 and, over time, acquired various mines and mining-related assets from major coal corporations. Cambrian Holding Company and 18 of its affiliates each filed a petition seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. The Debtors tapped Frost Brown Todd LLC as counsel; Whiteford, Taylor & Preston, LLP, as litigation counsel; Jefferies LLC as investment banker; and FTI Consulting, Inc., as financial advisor. Epiq Corporate Restructuring, LLC, is the notice, claims and solicitation agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on June 26, 2019. Foley & Lardner LLP is counsel to the Creditors' Committee. Barber Law PLLC is local counsel to the Creditors' Committee. B Riley FBR, Inc., is financial advisor for the Committee. CARGO WORKSHOP: Principals to Fund Plan Before Confirmation Hearing ------------------------------------------------------------------- Cargo Workshop Inc., filed an amended disclosure statement explaining its Chapter 11 plan to disclose that the Debtor's principals Javier Carcamo and Dylan Gould, by signing the amended Disclosure Statement, represented that they have the funds available to make the $15,000 plan contribution. The plan contribution will be funded prior to the hearing on confirmation of the Plan. A redlined version of the Amended Disclosure Statement is available at https://tinyurl.com/y5gnl5bk from PacerMonitor.com at no charge. About Cargo Workshop Cargo Workshop Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 19-42124) on April 9, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC. CELLECTAR BIOSCIENCES: May Issue 820K Shares Under 2015 Plan ------------------------------------------------------------ Cellectar Biosciences, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission in order to register 820,000 shares of the Company's common stock, par value $0.00001 per share, issuable in accordance with the terms of the Company's Amended and Restated 2015 Stock Incentive Plan. A full-text copy of the prospectus is available for free at: https://is.gd/ZvHL6Z About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. As of June 30, 2019, the Company had $19.13 million in total assets, $3.15 million in total liabilities, and $15.98 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CELLECTAR BIOSCIENCES: Posts $3.18 Million Net Loss in 2nd Quarter ------------------------------------------------------------------ Cellectar Biosciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $3.18 million for the three months ended June 30, 2019, compared to a net loss of $2.92 million for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $6.81 million compared to a net loss of $6.39 million for the six months ended June 30, 2018. Cellectar said, "We have incurred net losses and negative cash flows since inception. We currently have no product revenues and may not succeed in developing or commercializing any products that will generate product or licensing revenues. We do not expect to have any products on the market for several years. Our primary activity to date has been research and development and conducting clinical trials. Development of our product candidates requires a process of preclinical and clinical testing, during which our product candidates could fail. We may not be able to enter into agreements with one or more companies experienced in the manufacturing and marketing of therapeutic drugs and, to the extent that we are unable to do so, we may not be able to market our product candidates. Whether we achieve profitability or not will depend on our success in developing, manufacturing, and marketing our product candidates. We have experienced net losses and negative cash flows from operating activities since inception and we expect such losses and negative cash flows to continue for the foreseeable future." As of June 30, 2019, the Company had $19.13 million in total assets, $3.15 million in total liabilities, and $15.98 million in total stockholders' equity. As of June 30, 2019, cash and cash equivalents were approximately $16.8 million compared to $13.3 million as of Dec. 31, 2018. The Company believes that its cash balance is adequate to fund its basic budgeted operations through the fourth quarter of 2020. Cash used in operating activities was approximately $5.5 million during the six months ended June 30, 2019 as compared to $5.7 million used during the six months ended June 30, 2018. Research and development expense for the three months ended June 30, 2019 was $1.8 million compared to $1.7 million in the three months ended June 30, 2018. The cumulative R&D spending for the first six months of 2019 was $4.1 million as compared to $3.8 million for the first six months of 2018. The majority of the company's R&D spend for year-to-date 2019 was dedicated to the start-up and support of its pediatric study with $1.3 million and $2.9 million spent for the three and six months ending June 30, 2019, respectively, related to clinical project costs and manufacturing expenses. General and administrative expense for the three months ended June 30, 2019 was approximately $1.4 million compared to approximately $1.2 million in the three months ended June 30, 2018. The cumulative G&A spending for the first six months of 2019 were of $2.7 million as compared to $2.6 million for the first six months of 2018. Second Quarter and Recent Corporate Highlights * Announced initial results from Cohort 6 in the company's ongoing Phase 1 clinical study with CLR 131 in Relapsed or Refractory Multiple Myeloma (R/R MM). Data from Cohort 6 showed improved efficacy and a clear dose response compared to prior cohorts, including a 50% overall response rate, a 50% minimal response rate and 100% disease control rate. The International Myeloma Working Group defines a partial response as a 50% to 89.9% reduction in the marker of disease and minimal response as 25% to 49.9% reduction in the marker of disease. One patient achieved a minimal response with a 48% reduction in their m-protein. The other patient achieving a minimal response had a 39% reduction in m-protein remains on study and continues to be evaluated. * Expanded the third cohort of the Company's ongoing Phase 2 CLOVER-1 study of CLR 131 after preliminary results showed it exceeded pre-specified performance criteria. The Company is currently enrolling patients with chronic lymphocytic leukemia/small lymphocytic lymphoma (CLL/SLL), lymphoplasmacytic lymphoma (LPL) and marginal zone lymphoma (MZL) in the third cohort. The company continues to expect to report top-line data from the Phase 2 CLOVER-1 study in 2019. * Received FDA Fast Track Designation for CLR 131 in two separate indications: in fourth line or later relapsed/refractory multiple myeloma and in relapsed or refractory Diffuse Large B-Cell Lymphoma (DLBCL). CLR 131 is currently being evaluated in Cellectar's ongoing CLOVER-1 Phase 2 clinical study in patients with select B-Cell lymphomas, including multiple myeloma and DLBCL. * Closed on a financing for gross proceeds of $10 million. In a registered direct offering, Cellectar issued 1,982,000 shares of common stock. In a separate concurrent private placement transaction, Cellectar sold 2,018,000 shares of common stock. In conjunction with the offerings, the company also issued 4,000,000 warrants to purchase common stock in the private placement. "We made considerable progress on both the clinical and regulatory fronts during the second quarter and subsequent period. CLR 131 continues to advance, delivering encouraging preliminary data with improving efficacy and a clear dose response in our ongoing Phase 1 study. In addition, the company received FDA Fast Track Designation for CLR 131 in two separate indications and believe that we continue to track toward a registrational study in at least one B-cell hematologic malignancy from our ongoing Phase 2 CLOVER-1 study," said Jim Caruso, CEO of Cellectar. "Our recently adopted fractionated dosing schedule of CLR 131 has led to the improved efficacy and tolerability observed in our latest cohorts and we are moving forward with this dosing strategy in our recently initiated pediatric Phase 1 trial for the treatment of life-threatening cancers." A full-text copy of the Form 10-Q is available for free at: https://is.gd/dd03cJ About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CELLECTAR BIOSCIENCES: Warrants Delisted from Nasdaq ---------------------------------------------------- The Nasdaq Stock Market LLC filed a Form 25 with the Securities and Exchange Commission to remove from listing and/or registration Cellectar Biosciences, Inc.'s warrants from the Exchange. About Cellectar Biosciences Cellectar Biosciences -- http://www.cellectar.com/-- is focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company plans to develop proprietary drugs independently and through research and development collaborations. The core drug development strategy is to leverage its PDC platform to develop therapeutics that specifically target treatment to cancer cells. Through R&D collaborations, the Company's strategy is to generate near-term capital, supplement internal resources, gain access to novel molecules or payloads, accelerate product candidate development and broaden its proprietary and partnered product pipelines. Cellectar reported a net loss attributable to common stockholders of $15.48 million in 2018, following a net loss attributable to common stockholders of $15.01 million in 2017. As of June 30, 2019, the Company had $19.13 million in total assets, $3.15 million in total liabilities, and $15.98 million in total stockholders' equity. Baker Tilly Virchow Krause, LLP, in Madison, Wisconsin, the Company's auditor since 2016, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2018, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. CHINA LENDING: Receives Listing Deficiency Notice from Nasdaq ------------------------------------------------------------- China Lending Corporation received a notification letter from Nasdaq Listing Qualifications advising the Company that based upon the closing bid price for the Company's common shares for the past 30 consecutive business days, the Company no longer met the minimum $1.00 per share Nasdaq continued listing requirement set forth in Nasdaq Listing Rule 5555(a)(2). The notification also stated that the Company would be provided 180 calendar days, or until Feb. 11, 2020, to regain compliance with the foregoing listing requirement. To do so, the bid price of the Company's common stock must close at or above $1.00 per share for a minimum of 10 consecutive business days prior to that date. If the Company does not regain compliance by the compliance deadline, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to remedy the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Nasdaq staff will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Nasdaq staff that the Company will not be able to remedy the deficiency, or if the Company is otherwise not eligible, the staff will provide notice that its securities will be subject to delisting. The Company cannot provide any assurance that its common shares will trade at levels necessary to regain and maintain compliance with the above-referenced bid price rule before the compliance deadline. The Company intends to continue to monitor the bid price for its common stock. If the Company's common shares do not trade at a level that is likely to regain compliance with the Nasdaq requirements, the Company's Board of Directors will consider alternative options that may be available to achieve compliance. About China Lending Founded in 2009, China Lending -- http://www.chinalending.com/-- is a non-bank direct lending corporation and provides services to micro, small and medium sized enterprises, farmers, and individuals, who are currently underserved by commercial banks in China. The Company is headquartered in Urumqi, the capital of Xinjiang Autonomous Region. China Lending reported a net loss US$94.12 million for the year ended Dec. 31, 2018, compared to a net loss of US$54.78 million for the year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had US$95.66 million in total assets, U$122.01 million in total liabilities, US$9.65 million in convertible redeemable Class A preferred shares, and a total deficit of US$36 million. Friedman LLP, in New York, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 26, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and is uncertain about the collection of its loans receivables and extension of defaulted loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DAVID WIGDAHL: $1.58M Sale of Elgin Property Approved ----------------------------------------------------- Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois authorized David Allen Wigdahl's sale of the real property located at 9N655 Kendall Rd., Elgin, Illinois and related personal property outside the course of business to Larry Aschebrook and Briseis Aschebrook-Kilfoy for $1.58 million, pursuant on the terms and conditions of their Purchase Agreement. The sale is free and clear of interests. The settlement with BMO Harris Bank, N.A., described in the motion is approved. The Debtor is authorized to pay reasonable and customary costs of closing, including, but not limited to title charges, real estate broker's fees, prorated real estate taxes, recording fees and United States Trustee Fees and Attorney Fees from the sale proceeds in accordance with the Release Agreement without further Court order at closing. The Closing Costs will be deemed a carve-out of Lender's collateral and will be senior to any and all liens or claims securing any of the Debtor's obligations to Lender. The Debtor is also authorized to pay at closing the remaining net sale proceeds from the sale of the Elgin Farm to the Lender. The order is not stayed by Federal Rule of Bankruptcy Procedure 6004(h), and instead is effective and enforceable immediately upon entry. The Notice of the Motion as provided for therein is sufficient and other and further notice is waived pursuant to Rules 2002(a)(2) and 9007 of the Federal Rules of Bankruptcy Procedure for good cause shown. David Allen Wigdahl sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-36427) on Dec. 7, 2017. The Debtor tapped Allen J. Guon, Esq., at Shaw Fishman Glantz & Towbin, LLC, as counsel. DIGITAL COMMUNICATIONS: Oct. 2 Plan Confirmation Hearing -------------------------------------------------------- The Bankruptcy Court issued an order conditionally granting preliminary approval of Digital Communication Solutions, LLC's Amended Disclosure Statement and scheduling a hearing to consider confirmation of the Plan for Oct. 2, 2019 at 11:00 a.m. Ballots are due on Sept. 26. Objections to Disclosure and Confirmation of the Plan are due on Sept. 26. The Debtor was directed by the Court to amend its disclosure statement to address, among other things, the following concerns: * In section 2.2 of the Plan on pages 10-11, the Debtor treats "all Allowed Claims, if any, that are entitled to Priority under Section 507(a)(4) of the Code" in Group II. And the Debtor states that "[t]he Debtor estimates having $24,779.80 in Allowed Claims that are entitled to Priority under Section 507(a)(4)." Any priority claims of the type described in Group II must be classified, and treated under Article III of the Plan with the other classes. This is because 11 U.S.C. Section 1123(a)(1) requires classification of all priority claims except those of a kind specified in 11 U.S.C. Sections 507(a)(2), 507(a)(3), and 507(a)(8). * With regard to the Class I secured claim of Paragon Financial Group, Inc., discussed on pages 12-13 of the Plan, the Plan is unclear as to (1) exactly what collateral secures Paragon's secured claim; (2) exactly how and when Paragon's secured claim will be paid. The Debtor must state these things in more detail, and more clearly and explicitly. A red-lined version of the Disclosure Statement is available at https://tinyurl.com/yxopm6k4 from PacerMonitor.com at no charge. About Digital Communication Solutions Headquartered in Michigan, Digital Communication Solutions, LLC -- http://www.technologiesbydcs.com/-- is a full service company offering technology products for both residential and commercial applications in the cable industry, home theaters, media centers, security cameras, networks, phone systems, and construction services. Digital Communication Solutions, LLC, based in Walled Lake, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 19-45385) on April 9, 2019. In the petition signed by Kent Culp, member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Thomas J. Tucker oversees the case. Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C., serves as bankruptcy counsel to the Debtor. FRANKLIN ACQUISITIONS: Oct. 10 Plan Confirmation Hearing -------------------------------------------------------- At the hearing held on Aug. 13, 2019, the Bankruptcy Court directed Ronald E. Ingalls, the Chapter 11 trustee for Franklin Acquisitions LLC, to file a second amended Chapter 11 plan and accompanying second amended disclosure statement and scheduled the hearing to consider confirmation of the Plan for Oct. 10, 2019, at 1:00 p.m. Ballots and objections to Plan confirmation are due Sept. 27. Class 10 consists of the timely filed, general unsecured claims against William D. Abraham. These claims will be paid on the Effective Date in full together with interest at the federal judgment rate of 1.87% (as of the date of filing) from the date of filing (February 6, 2018) calculated through the Effective Date. The claims will be paid from funds held by the Chapter 11 Trustee on the Effective Date. If sums are not sufficient to pay these claims in full, they will be paid from the Liquidating Trust within seven (7) days of the date sufficient sales have closed to pay these claims in full plus interest at the federal judgment rate of 1.87% from February 6, 2018, through the date of the payment and leave a cash reserve of 15% of the amount in the Trust. A full-text copy of the Second Amended Disclosure Statement is available at https://tinyurl.com/y632zotj from PacerMonitor.com at no charge. About Franklin Acquisitions William David Abraham is a fifth generation El Pasoan, whose family was involved with many buildings still standing in downtown El Paso. Mr. Abraham graduated from the University of Texas at Austin and then returned to El Paso in the 1980s, where he began investing historical buildings in downtown El Paso. Franklin Acquisitions, LLC, is a Texas limited liability company which was organized in 1998. It is wholly owned by William D. Abraham. Mr. Abraham's second ex-wife, Ana Margarita Abraham, had previously been listed as an "owner" but was not listed as a member as of the Petition Date. William D. Abraham filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018. Mr. Abraham also sent Franklin Acquisitions to Chapter 11 bankruptcy (Case No. 18-30185). Franklin Acquisitions estimated assets and liabilities of $1 million to $10 million. Judge H. Christopher Mott oversees the case. Ronald E. Ingalls was appointed as the Chapter 11 trustee on March 27, 2018. BARRON & NEWBURGER, P.C., serves as the Trustee's counsel. FS ENERGY: Moody's Hikes CFR to Ba2 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating and senior secured debt rating of FS Energy and Power Fund to Ba2 from Ba3. The outlook is stable. Moody's has also withdrawn the instrument level outlooks on FSEP's corporate family rating and senior secured debt rating for its own business reasons. Upgrades: Issuer: FS Energy and Power Fund Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Secured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Outlook Actions: Issuer: FS Energy and Power Fund Outlook, Changed To Stable From Positive RATINGS RATIONALE The upgrade of FSEP's ratings to Ba2 from Ba3 reflects the substantial progress FSEP's external manager FS/EIG Advisor, LLC has made repositioning FSEP's portfolio by asset type and sub-sector, reducing the portfolio's risk profile. FS/EIG Advisor, LLC, a joint venture between an affiliate of FS Investments and EIG Asset Management, LLC, became FSEP's external manager in early 2018. The risk profile of FSEP's portfolio has reduced over recent quarters as a result of the sale of select investments originated under the company's former investment sub-advisor. FSEP's proportion of senior secured debt in its investment portfolio increased slightly to 68% as of 30 June 2019 from 63% at 31 March 2018, but the portion of its first lien investments relative to total investments increased more substantially to 38% from 25%, over the same period. FSEP has also reduced its exposure to the the upstream energy and services sub-sectors, which have higher rates of defaults than the midstream and downstream sub-sectors. Upstream investments accounted for 52% of FSEP's portfolio at 30 June 2019, down from 62% at 31 March 2018, while service & equipment investments declined to 6% from 19% over the same period. At the same time, midstream investments increased to 27% at 30 June 2019 from 12% at 31 March 2018. Despite the improvements, FSEP's portfolio risks remain elevated compared to rated business development companies ("BDCs") with more diverse investments, due to a lower than peer average proportion of first lien investments, higher proportion of equity investments, and concentrated exposures in the volatile energy sector. The performance of the energy sector in recent years has contributed to the company's significant earnings volatility. The Ba2 rating is also supported by FSEP's very strong capitalization, which significantly reduces the company's probability of default. FSEP's Asset Coverage Ratio ("ACR") was 334% at 30 June 2019, translating into a 67% asset coverage buffer relative to the company's 200% regulatory minimum asset coverage requirement, which Moody's views as very strong. FSEP's strong capital and the resulting asset coverage mitigate the credit risk presented by its investment portfolio mix. The ratings are constrained by FSEP's relatively weak liquidity and funding profile, with large debt maturity concentrations and a sole reliance on secured debt. One of FSEP's credit facilities, that has a limit of $425 million, was fully drawn as of 30 June 2019, and matures in September 2019. This facility, which Moody's expects the company to be able to renew, is non-recourse to FSEP and is collateralized by the assets held at the issuing entity. FSEP's other debt outstanding as of 30 June 2019 included $216.7 million borrowings under the $620 million syndicated credit facility, and $500 million senior secured notes, both maturing in 2023. The amount available to FSEP under the syndicated facility was $413 million, as of 30 June 2019. FSEP's ratings also reflect its limited operating history, as well as risks common to all BDCs, including illiquid investments that need to be marked to fair value, high dividend payouts, and limitations of the minimum Asset Coverage Ratio requirements. What could change the ratings up/down FSEP's ratings could be upgraded if the company: 1) demonstrates consistently strong financial performance without increasing the risk profile of its investment portfolio; 2) makes a public commitment to maintaining its high level of capitalization; and 3) improves its liquidity and funding profile by proactively renewing its credit facilities ahead of their maturities and refinancing its upcoming obligations, as well as by laddering its debt maturities, diversifying its funding sources, and reducing its reliance on secured debt. FSEP's ratings could be downgraded if the company: 1) reduces its long-term asset coverage requirement to less than 250% (ACR capital buffer of less than 25%), without meaningfully increasing the proportion of first lien investments in its portfolio; 2) reduces the proportion of senior secured investments to less than 60% of total investments portfolio and first lien loans to less than 30% of total portfolio; 3) experiences a deterioration in its financial performance, for example evidenced by substantial realized and unrealized losses; and 4) fails to renew credit facilities well in advance of their maturities, or if liquidity otherwise materially weakens. GIP III STETSON I: Fitch Affirms BB- IDR & Alters Outlook to Neg. ----------------------------------------------------------------- Fitch Ratings has affirmed GIP III Stetson I, L.P.'s and GIP III Stetson II, L.P.'s Issuer Default Rating at 'BB-' and senior secured rating at 'BB-'/'RR3'. The Rating Outlook is revised to Negative from Stable. The Negative Outlook reflects the trend of operational underperformance by GIP Stetson's investee EnLink Midstream LLC (BBB-/Negative) and the uncertainty around future cash flow distribution by ENLC associated with the negative trend. Fitch has revised the Outlook to Negative for GIP Stetson's subsidiaries ENLC and EnLink Midstream Partners, LP driven by ENLC's negative revision of its 2019 guidance and the continued weakness in ENLC's key operation in Oklahoma, a trend that Fitch observed in both 1Q19 and 2Q19 and projects to continue for 2H19. Given the sustained level of 12% or greater for the yield of ENLC's limited partnership units, future deterioration in ENLC's business in 2020 can result in a reduction in distribution, which would be deleterious to GIP Stetson's credit profile. ENLC's distribution growth guidance was revised to a range of 0%-5% per annum compared to previous management projection of 5%-10%, which will negatively impact future cash flow to GIP Stetson. Fitch forecasts GIP Stetson's stand-alone leverage to be consistent with previous projection for 2019 of below 3.7x. Under ENLC's current distribution growth guidance range of 0%-5%, Fitch believes that GIP Stetson's will be able to maintain leverage below 4.0x by YE 2020, given the excess cash flow sweep provision and annual term loan amortization (1%) mandated by the credit agreement. The excess cash flow sweep provision mandated GIP Stetson to distribute 50% of its excess cash flow when leverage is between 2.5x and 5.0x. However, operational weakness and the trend of underperformance exhibited by ENLC have heightened uncertainties around the company's cash flow and distribution for 2020, in which a reduction in distribution in 2020 would pressure credit metrics at GIP Stetson. Moreover, GIP Stetson's ratings also consider the structural subordination of GIP Stetson's term loan to ENLC's and ENLK's debt and preferred security. The ratings also reflect GIP Stetson's profile of cash flow concentration, as the cash flow used to service GIP's term loan is solely dependent on dividends received from ENLC. Therefore, Fitch primarily assesses GIP Stetson's credit profile and metrics on its stand-alone financial characteristics with the recognition that GIP Stetson's earnings and cash flow are very much tied to ENLC's performance and equity distributions. KEY RATING DRIVERS EnLink Underperformance Poses Challenges: Fitch notes that GIP Stetson's subsidiary, ENLC, has underperformed in 1H19 and revised its EBITDA guidance downward, particularly also lowering its distribution growth to 0%-5% from the previous guided 5%-10%. Further decline in ENLC's core operations, coupled with unfavorable commodities prices environment, can continue to pose headwinds for the company, pressuring the existing distribution policy. Deterioration in ENLC's operations driven by slowdown in producer activity, in Fitch's view, can result in a material distribution cut, which would be credit negative for GIP Stetson and pressure its leverage to be close to or above 4.0x in 2020. Fitch projects GIP Stetson's leverage to be below 3.7x for 2019 and believes that GIP Stetson will be able to maintain leverage below 4.0x for 2020 under the current distribution level and the excess cash flow sweep provision and annual term loan amortization (1%) mandated by the credit agreement. Fitch also expects GIP Stetson to remain well above its minimum Debt service coverage ratio of 1.1x in the forecast years. Cash Flow Concentration: GIP Stetson's ratings reflect concerns around cash flow concentration in receiving dividend distribution from its subsidiary ENLC. Cash flow to service GIP Stetson's term loan is solely dependent on dividends received from the operating entity. Any outsized events or financial distress at ENLC resulting in material dividend reduction would impair cash flow to GIP Stetson. However, Fitch notes that approximately 90% of ENLC's gross operating margin is tied to long-term fee-based services, which should provide some levels of cash flow stability. Further, ENLC historically also has had a strong focus on fee-based contracts to mitigate commodity price volatility. Structural Subordination: GIP Stetson's ratings also reflect that the $1.0 billion senior secured term loan is structurally subordinated to the senior debt at the subsidiaries-level, ENLC and ENLK, and is solely reliant on the dividend distribution from its subsidiaries for debt service payment. Cash flow generated at its operating subsidiary ENLK is prioritized to service debt and interest payment at ENLK and ENLC. Additionally, GIP's term loan is only secured by pledged equity interest in ENLC and is junior to both senior debt and preferred equity at the subsidiaries in recovery claims should a credit event default occurs at either ENLC or ENLK. Under Fitch's parent-subsidiary linkage analysis, GIP Stetson also presents a weaker credit profile relative to its investee ENLC given the cash flow structure and provisions around ENLC's distribution. Global Infrastructure Partners' Track Record: Fitch notes that Global Infrastructure Partners has a wealth of expertise as to operations best practices and financial structuring. The firm has invested or committed over $20 billion in equity capital in the energy sector, specifically within across the midstream space as well. DERIVATION SUMMARY GIP Stetson generates its cash flow from distribution payments from EnLink Midstream LLC (ENLC). The cash flow structure is similar to Equitrans Midstream Corporation (ETRN; BB/Negative). Relative to ETRN, GIP Stetson has a higher leverage level, with Fitch forecasting ETRN's stand-alone leverage to be below 2.0x in 2019. Additionally, Fitch also merits a two-notch separation in the IDRs of ETRN and its operating subsidiary EQM Midstream Partners (BBB-/Negative). For GIP Stetson, its IDRs and ratings also reflect the structural subordination, in which GIP Stetson's term loan is junior to the senior debt and preferred security at ENLC. For select historic holdco comparison, prior to the inter-family transaction that took place in 2018 between Williams Companies, Inc. (WMB, BBB/RWP) and Williams Partners, L.P., Williams Companies was primarily a holdCo receiving distribution from Williams Partners. WMB had leverage of approximately 2.5x in 2017. Relative to ENLC, WMB is also more diversified geographically with much larger size. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Modest distribution growth from ENLC throughout forecast years; -- Deleveraging supported by term loan amortization (1% per annum) and debt repayment under excess cash flow sweep; -- Excess cash flow after required debt service payments is distributed to Global Infrastructure Partner RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action --Stabilization of ENLC's Outlook due to improvement in business operations that sheds clear visibility in ENLC's future distribution policy could lead to a Stable Outlook at GIP Stetson; --Stand-alone debt to distributions below 3.0x on a sustained basis could lead to positive rating action. Developments That May, Individually or Collectively, Lead to Negative Rating Action --Negative rating action could happen if stand-alone debt to distributions received exceeds 4.0x on a sustained basis; --Downgrade at ENLC reflecting the deteriorating cash flow from the subsidiaries. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: Dividends received from its subsidiaries ENLC will primarily be used for mandatory amortization of its senior secured term loan (1% per annum), interest expense, as well as debt repayment under its cash flow sweep in 2019. Excess cash flow will be cash flow available for distribution to Global Infrastructure Partners. Fitch expects cash flow available for distribution at GIP Stetson to be $100 million-$200 million in 2019 and 2020. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch primarily assesses GIP Stetson's leverage through the use of stand-alone leverage. Stand-alone leverage is the following ratio: GIP Stetson debt in the numerator, and actual distributions to GIP Stetson in the denominator. HARLAND CLARKE: S&P Cuts ICR to CCC+ on Elevated Refinancing Risk ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based payment solution and marketing services provider Harland Clarke Holdings Corp. (HCHC) to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue-level ratings on the company's senior secured debt to 'B-' from 'B' and on its senior unsecured notes to 'CCC-' from 'CCC'. The recovery ratings are unchanged. The downgrade and negative outlook reflect S&P's view that HCHC's capital structure will remain challenged. The rating agency expects debt leverage to remain elevated in 2019 with adjusted debt to EBITDA above 6.0x. While it does not anticipate a payment default in the next 12 months, S&P believes the company's cash constraints in the secularly declining check printing and cyclical print advertising industry makes it difficult for the company to sustain its current capital structure and refinance its debt maturities including those in 2022, and 2023 given the volatile conditions in the debt capital markets and the global macroeconomic outlook. "Our negative outlook on HCHC reflects the potential that we could lower our rating if we expect a payment default or subpar debt exchange within 12 months. The company faces secular declines in its key segments, high leverage, and lack of sustained cash flow generation," S&P said, adding that continued operating challenges in the company's Valassis segment coupled with significant liquidity pressure could increase the likelihood the company is unable to service its debt obligations. "We could lower the rating on HCHC in the next six months if the company is unable to refinance the notes or if we believe the company is likely to pursue a debt exchange that we would view as a default," the rating agency said. S&P said it could revise its outlook to stable in the next 12 months if the company refinances its 2021 9.25% senior unsecured notes while alleviating pressure on its liquidity and preserving its capital structure. "Additionally an upgrade could occur if we are convinced leverage could be sustained below 5.5x with a return to organic revenue and EBITDA growth and free operating cash flow (FOCF) to debt sustained above 5% ahead of the next scheduled debt maturity in August 2022," the rating agency said. IBIS NETWORKS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: IBIS Networks, Inc. 841 Bishop Street, Suite 1601 Honolulu, HI 96813 Business Description: IBIS Networks, Inc. -- http://ibisnetworks.com-- is a full-stack cleantech company that provides plug-level energy monitoring and control to solve energy and asset management problems for corporations and businesses. The Company's cloud-based IoT solution enables customers to reduce their plug-load consumption by up to 20%, as well as track the condition and utilization of the assets consuming that electricity. Chapter 11 Petition Date: August 27, 2019 Court: United States Bankruptcy Court District of Hawaii (Honolulu) Case No.: 19-01083 Judge: Hon. Robert J. Faris Debtor's Counsel: Chuck C. Choi, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808.533.1877 Fax: 808.566.6900 E-mail: cchoi@hibklaw.com - and - Allison A. Ito, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Tel: 808 533-1877 Fax: 808 566-6900 E-mail: aito@hibklaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sivapriya Vijayakumar, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/hib19-01083.pdf JAGUAR HEALTH: Appoints Carol Lizak Chief Accounting Officer ------------------------------------------------------------ Jaguar Health, Inc., has promoted Carol Lizak to the role of chief accounting officer for the Company. Ms. Lizak formerly served as Jaguar's vice president of finance and corporate controller. Ms. Lizak has more than 20 years of corporate controllership and financial planning & analysis experience under U.S. GAAP & IFRS. Prior to joining Jaguar, she served as senior director and corporate controller of Zosano Pharma Corporation, as controller of Quantum Secure, Inc., and as executive director, corporate controller of Alexza Pharmaceuticals, Inc. Prior thereto, she spent nine years as corporate controller of a subsidiary of HID Global Corporation. She holds an Executive MBA from Pepperdine Graziadio Business School. "We are very pleased to have appointed Carol to this important role. She was instrumental in supporting our recent successful closing of an underwritten public offering of units for gross proceeds of $16.56 million, and, following the closing of the offering, her effective leadership ensured the timely filing of Jaguar’s 10-Q for the second quarter of 2019. Looking forward, we believe Carol's extensive financial experience in the life sciences sector will make her a strong addition to our management team as we look to expand our clinical and commercial activities," Lisa Conte, Jaguar's president and CEO, commented. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $36.06 million in total assets, $28.71 million in total liabilities, $9 million in series A convertible preferred stock, and a total stockholders' deficit of $1.64 million. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAGUAR HEALTH: Jonathan Glaser Has 4.9% Stake as of Aug. 13 ----------------------------------------------------------- Jonathan M. Glaser disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Aug. 13, 2019, he beneficially owns 338,107 shares of common stock of Jaguar Health, Inc., which represents 4.99 percent based upon a total of 6,503,458 shares of voting Common Stock issued and outstanding as of Aug. 13, 2019 as advised by the Issuer. Of those 338,107 shares, Mr. Glaser has sole voting and dispositive power over 45,935 shares; 185 such shares are held by the JMG Capital Management LLC 401(k) Profit-Sharing Plan, of which Mr. Glaser is the sole trustee, and 45,750 such shares are shares that Mr. Glaser has the right to acquire within 60 days by exercise of a warrant issued on July 23, 2019, held in Mr. Glaser's name. Of the 338,107 shares that Mr. Glaser may be deemed to beneficially own, Mr. Glaser shares voting and dispositive power over 292,172 shares; 57 such shares are held by JLA Family Limited Partnership, of which The Jonathan & Nancy Glaser Family Trust DTD 12/16/1998 serves as the General Partner. Mr. Glaser and Nancy Glaser are co-trustees of the Trust, and thus, Mr. Glaser shares voting and dispositive power over such shares. 292,115 of those shares are held by Pacific Capital Management, LLC, and include shares that PCM has the right to acquire within 60 days by exercise of warrants issued to PCM on Aug. 28, 2018 (in the amount of 9,850 shares), April 11, 2019 (in the amount of 93,750 shares) and July 23, 2019 (in the amount of 129,233 shares). JMG Capital Management, Inc. serves as the managing member of PCM. The Manager is wholly owned by the Trust and Mr. Glaser serves as the sole director and president of the Manager. Nancy Glaser may be deemed to beneficially own up to 292,172 shares of Common Stock, of which 57 shares are held by JLA, of which the Trust serves as the General Partner. A full-text copy of the regulatory filing is available for free at: https://is.gd/4RE9jz About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Jaguar Health's principal executive offices are located in San Francisco, California. Jaguar Health reported a net loss of $32.14 million for the year ended Dec. 31, 2018, compared to a net loss of $21.96 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $36.06 million in total assets, $28.71 million in total liabilities, $9 million in series A convertible preferred stock, and a total stockholders' deficit of $1.64 million. BDO USA, LLP, in San Francisco, California, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 10, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has suffered recurring losses from operations and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. JAUREGUI TRUCKING: Case Summary & 13 Unsecured Creditors -------------------------------------------------------- Debtor: Jauregui Trucking, Inc. 5830 Summer Ave. Ontario, CA 91762 Business Description: Jauregui Trucking, Inc. is a trucking company in Ontario, California. Chapter 11 Petition Date: August 27, 2019 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 19-17537 Judge: Hon. Mark D. Houle Debtor's Counsel: Andrew S. Bisom, Esq. THE BISOM LAW GROUP 300 Spectrum Center Drive, Ste. 1575 Irvine, CA 92618 Tel: 714-643-8900 Fax: 714-643-8901 E-mail: abisom@bisomlaw.com Total Assets: $3,004,195 Total Liabilities: $6,469,273 The petition was signed by Frank Jauregui, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 13 largest unsecured creditors is available for free at: http://bankrupt.com/misc/alnb19-17537.pdf KAMAN CORP: S&P Cuts ICR to 'BB' on Divestiture; Outlook Stable --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Kaman Corp. to 'BB' from 'BB+', and removed the ratings from CreditWatch, where they were placed with negative implications on June 27, 2019. The downgrade follows the company's announcement that it has closed the divestiture of its distribution business, with the approximately $700 million proceeds to be used to pay associated taxes, reduce debt and fund future acquisitions. S&P believes the sale will result in a smaller, less diversified company, which will have more volatile profitability. S&P based the downgrade on the company's smaller size, less-diversified revenues, and the rating agency's expectation of more volatile profitability after the divestiture of its distribution business. While the margins in the distribution business were much lower than aerospace, they were more stable. A large portion of aerospace earnings is tied to the timing of deliveries of the Joint Programmable Fuze (JPF). However, direct sales to the U.S. government are less profitable than direct commercial sales to foreign customers. Also, the distribution business is on a different cycle than the aerospace business, providing some diversity benefits. S&P expects pro forma revenues to decline to about $800 million in 2019 from $1.88 billion in 2018, which includes the distribution business. The stable outlook on Kaman reflects S&P's expectation that the company, after the sale of the distribution business, will achieve modest organic revenue and earnings growth, driven by increasing demand for the JPF and specialty bearings. It expects the company to pursue aerospace, industrial, and medical acquisitions with the cash received from the divestiture of the distribution business. S&P expects debt to EBITDA of 1.7x-2.1x and OCF to debt of 37%-41% in 2020, the first full year after the transaction closes. "We could lower the rating on Kaman over the next 12 months if the company's debt to EBITDA increases above 3x and OCF to debt decreases below 25% and we expect these ratios to remain there," S&P said, pointing out that this could be due to larger-than-expected debt-financed acquisitions and shareholder returns and could also be the result of lower-than-expected demand for the JPF or specialty bearings, which would depress earnings. "Although unlikely, we could raise the rating on Kaman over the next 12 months if debt to EBITDA improves below 2x and OCF to debt increases above 35% and we expect both to remain there. We could also raise the rating if acquisitions improve the company's diversification and profitability, while it maintains credit ratios at current expected levels," the rating agency said. KELLY GRAINGER: $172K Sale of Waxhaw Property to NCDOT Approved --------------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Kelly Grainger's sale of the real property (i) described in Deed Book 1078, page 54, Union County Registry, contains approximately 6.792 acres of which .729 acres is being acquired as right of way, leaving 4.827 acres remaining on the left with access to SR 1392-Old Mill Rd.; and (ii) a permanent drainage easement containing approximately .576 acres, a temporary construction easement containing approximately .004 acres, and a permanent utility easement containing approximately .150 acres, to the North Carolina Department of Transportation for $172,350. The Debtor will pay all closing costs and realtor commissions. The Debtor will escrow 20% of the next sale proceeds to be used for 2019 capital gains taxes generated from the sale of the subject property. In the event Wells Fargo Bank, NA has not satisfied its claim by the filing of the Debtor's 2019 tax return, any excess funds will be paid to Wells Fargo Bank, NA. In the event said claim has been satisfied, the Debtor will hold the funds pending further order of the Court. The Debtor will pay the remaining proceeds to Wells Fargo Bank, NA toward the mortgage on 332 Old Mill Road, Waxhaw, NC 28173-8352. Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 17-50193) on June 26, 2017. Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., serves as counsel to the Debtor. LACONIA LLC: Sept. 24 Hearing on Disclosure Statement ----------------------------------------------------- Laconia L.L.C. filed a proposed Chapter 11 Plan of Reorganization and a proposed disclosure statement in connection with the Plan on August 13, 2019. A hearing will be held on September 24, 2019 at 11:00 a.m., to consider the adequacy of the information contained in the proposed Disclosure Statement, and to consider any other matter that may properly come before the Court at that time. Any objection to the adequacy of the information contained in the Disclosure Statement or proposed modifications thereto shall be filed with the Court, in writing, and served on or before seven days prior to the date of the hearing. General Unsecured Claims, including Rejection Claims other than Subordinated Claims, total $109,803.37. These claims will be paid in full without interest over time via a monthly payment in the amount of $5,000.00 which will be distributed pro-rata to Holders of such Claims. The Members and/or Reorganized Laconia will cause the Vienna Property and/or the proceeds of sale thereof to vest in Reorganized Laconia sufficient to make the Paydown Payment and satisfy the Claims of Class B and C. Should the sale of the Vienna Property be insufficient to make the Paydown Payment and satisfy the Claims of Class B (Secured Property Tax Claims) and C (Other Priority Tax Claims) Creditors by the Paydown Date (September 1, 2020), the Members shall make up any shortfall through the contribution of other assets. The Members believe that value of the Vienna Property is sufficient to make the Paydown Payment and satisfy the Claims of Class B and C Creditors. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yxej5fxg from PacerMonitor.com at no charge. A full-text copy of the Plan is available at https://tinyurl.com/y5qydtp2 from PacerMonitor.com at no charge. About Laconia L.L.C. Based in Herndon, Virginia, Laconia L.L.C., a privately held company engaged in the business of renting and leasing real estate properties, filed a Chapter 11 petition (Bankr. E.D. Va. Case No 19-11049) on April 2, 2019. At the time of filing, the Debtor estimated assets and $10 million to $50 million. The case is assigned to Hon. Brian F. Kenney. The Debtor's counsel is Dylan G. Trache, Esq., at Nelson Mullins Riley & Scarborough LLP, in Washington, D.C. LAKESHORE FARMS: Unsecured Creditors to Get 21% Payout Under Plan ----------------------------------------------------------------- Lakeshoew Farms, Inc., filed a first amended Chapter 11 plan of reorganization and accompanying third amended disclosure statement to provide that: "Class 12, Allowed Unsecured Claims. This class shall be the claims of unsecured creditors. Before making any provision for deficiencies that would be added to the Class 12 claims by way of the debtors' rejection of various leases with Northland Capital, CoBank, and Wells Fargo Equipment Finance, the Class 12 claims approximate $2,733,191 and include the $1,233,748.93 Frontier Bank Unsecured Note. The debtor estimates that there will be a deficiency through the debtor's rejection of the 8430 tractor lease with Northland Capital of approximately $44,902.68 which will be added to the Class 12 Claims. Out of an abundance of caution, the debtor has provided for up to $ in deficiencies that could be resultant from the debtor's rejection of the various leases with Northland Capital, CoBank, and Wells Fargo Equipment Finance, by adding $300,000 to the $2,733,191 in unsecured claims such that in the projections the unsecured creditors claims in Class 12 total $3,033,191. In the event the deficiencies resultant from the debtor's rejection of the various leases with our greater or less than the $300,000, the payments to the Class 12 creditors shall reflect the exact amount of those deficiencies that are added to the Class 12 claims." These claims will be paid over 7 years in an annual principal reduction payment equal to 3% of each claimant's claim beginning on April 15, 2020, and ending on April 15, 2026. Total payout to the Class 12 claimants under the plan equals 21% of each class claimant's claim. A full-text copy of the Third Amended Disclosure Statement is available at https://tinyurl.com/y3eokz6g from PacerMonitor.com at no charge. About Lakeshore Farms Lakeshore Farms, Inc., is a privately held company in Forest City, Missouri in the oilseed and grain farming industry. Lakeshore Farms filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 18-50077) on Feb. 28, 2018. In the petition signed by Jonathan L. Russell, president, the Debtor disclosed $8.52 million in total assets and $5.57 million in total debt. The case is assigned to Judge Brian T. Fenimore. Evans & Mullinix, P.A., is counsel to the Debtor. LAKEWAY PUBLISHERS: $11.5K Sale of Personal Property to Warr Okayed ------------------------------------------------------------------- Marcia Phillips Parsons asks the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Lakeway Publishers, Inc.'s sale to Mack Warr for not less than $11,500 of the following excess printers and equipment, as identified in Exhibit A: (i) Milwaukee Panel Saw/ Panel Router Model C4; (ii) Graph Tec Cutting Plotter (54"), Model FC8600-130; (iii) US Tech Master Worf Cold Laminator, Model TX-600H, 65" with heat assist; (iv) HP Latex 360 - Printer Model Product 3 B4H7OA, 64"; and (v) Central Machinery, 8" handheld drill press, Item #44506. The sale is free and clear of any and all lien rights of creditors with any lien rights attaching to the proceeds of the sale. There will be no auctioneer or sales fees paid pursuant to the sale. The Debtor will pay $6,048.05 to BB&T Commercial Capital Corp. upon completion of the sale in satisfaction of its secured claim in the assets. The Debtor will pay any additional funds to Pinnacle Bank in partial satisfaction of its secured claim in the assets. The Debtor will provide an itemization breaking down the amount that each piece of equipment is to be sold for. The itemization will be provided to BB&T Commercial Capital Corp. and Pinnacle Bank ten (10) days prior to the consummation of the sale. The 14-day stay that would otherwise be applicable under Fed. R. Bankr. P. 6004(h) will not apply and the Order will be immediately effective as of the date of its entry. About Lakeway Publishers Lakeway Publishers, Inc., is a multi-state publisher of newspapers, magazines and special publications. Lakeway owns and operates community newspapers and magazines in Tennessee, Missouri, Virginia, and Florida. Lakeway Publishers was incorporated in 1966 and is based in Morristown, Tenn. Lakeway Publishers, Inc., and affiliate Lakeway Publishers of Missouri, Inc. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 19-51163) on May 31, 2019. In the petitions signed by Jack R. Fishman, president, Lakeway Publishers, Inc., disclosed $20,884,027 in assets and $9,245,645 in liabilities while Lakeway Publishers of Missouri listed $7,047,972 in assets and $9,206,193 in liabilities. The Debtors tapped Quist, Fitzpatrick & Jarrard, PLLC, led by Ryan E. Jarrard, as bankruptcy counsel; and Burnette Dobson & Pinchak, as special counsel. MERCADO'S MEAT: Oct. 2 Plan, Disclosure Statement Hearing --------------------------------------------------------- Oct. 2, 2019, at 11:00 a.m., is set as the hearing on the final approval, if a written objection has been timely filed, on the disclosure statement explaining the Chapter 11 plan filed by Mercado's Meat Distribution, Inc., and for the hearing on confirmation of the Plan. Sept. 18 is the last day for filing written acceptances or rejections of the Plan and the last day for filing objections to the Disclosure Statement and confirmation of the Plan. General unsecured creditors holding allowed claims will be paid a pro-rata portion of no less than 10% following the Effective Date of the Plan. Specifically, holders of general unsecured claims will receive quarterly distributions pursuant to the Plan of at least $7,033 until the total distribution has been made after administrative priority claims are paid in full. A full-text copy of the Disclosure Statement dated Aug. 13, 2019, https://tinyurl.com/y59y3pl5 from PacerMonitor.com at no charge. About Mercado's Meat Distribution Mercado's Meat Distribution, Inc., a meat wholesaler in Willows, California, filed a voluntary Chapter 11 petition (Bankr. E.D. Cal. Case no. 19-20301) on Jan. 17, 2019. In the petition signed by Edgar M. Hernandez, president, the Debtor estimated less than $50,000 in assets and $500,000 to $1 million in liabilities. The case has been assigned to Judge Christopher M. Klein. The Law Offices of Gabriel Liberman, APC is the Debtor's legal counsel. ODEBRECHT SA: Chapter 15 Case Summary ------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 15 of the Bankruptcy Code: Debtor Case No. ------ -------- Odebrecht S.A. (Lead Case) 19-12731 Avenida Luis Viana 2841 Ed. Odebrecht, Paralela Salvador, Slate of Bahia CEP 41.730-900 Brazil Odebrecht Finance Limited 19-12732 Odebrecht Participacoes e Investimentos S.A. 19-12733 ODB International Corporation 19-12734 Business Description: The Odebrecht Group, which was founded in Brazil, has operations and representative offices in 27 countries and a diversified portfolio of businesses and investments in engineering and construction, petrochemicals, agroindustry, oil and gas, real estate development and infrastructure and energy investments. Odebrecht S.A. is the holding company that manages this portfolio. For more information, visit https://www.odebrecht.com/en/home Chapter 15 Petition Date: August 26, 2019 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Foreign Representative: Marcelo Rossini Rua Lemos Monteiro, 120, 16th andar Butanta, Sao Paulo - SP 05501-050 Brazil Foreign Representative's Counsel: Luke A. Barefoot, Esq. Richard J. Cooper, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Tel: 212-225-2000 Fax: 212-225-3999 Email: lbarefoot@cgsh.com rcooper@cgsh.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of Odebrecht S.A.'s petition is available for free at: http://bankrupt.com/misc/nysb19-12731.pdf ONE WAY LOANS: Unsecureds Projected to Recoup 45% Under Plan ------------------------------------------------------------ One Way Loans, LLC, doing business as PowerLend, filed a Chapter 11 plan of liquidation and accompanying disclosure statement proposing that general unsecured creditors can expect payment in: * January 2020 (est.) (based upon the anticipated closing of the Watermark Property in December 2019); * the amount of $22,223 (to be distributed among general unsecured creditors holding Allowed General Unsecured Claims); and * continuing every 3 months for 24 months (in amounts as set forth in the accompanying cash projections until approximately 45% of the Allowed amount of General Unsecured Claims is paid). The Debtor will collect on performing and non-performing loans using bare-bones staffing in accordance with a budget to be agreed upon among the Debtor and the DIP Lender. The Debtor anticipates collection on its loan portfolios in the total amount of $1,621,049 over a 24-month period ($122,229 on account of performing loans and $1,498,750 on account of non-performing loans). Net collections are estimated to be $716,908. Other than the costs necessary for collection, the proceeds from such collections shall be held in escrow and not disbursed pending the sale of the Watermark Property. The FA litigation will seek to recover approximately $78,000 in prepetition fees paid to First Associates postpetition. The Debtor anticipates employing special counsel on a contingency basis to pursue such litigation. The estimated net amount of recovery is approximately $50,000. In July 2019, P&G entered into a broker agreement for the marketing of the Watermark Property. The Debtor, after consultation with P&G and the DIP Lender, anticipates a robust marketing process, and that the Watermark Property will be sold by P&G before the end of 2019 in an amount sufficient to pay all obligations owed to the DIP Lender under the DIP Loan Agreement. The Debtor further anticipates that confirmation of the Plan will proceed on a parallel track with the marketing and sale of the Watermark Property by P&G. The Debtor does not believe that the sale of the Watermark Property (including, but not limited to, any marketing, sales commissions, timing of any sale, or the net proceeds realized from such sale) will impact feasibility or confirmation of the Plan. Its relevance to the liquidation plan lies in the fact that the DIP Lender is contemplated to be repaid from the sale of the Watermark Property. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y57ehpyx from PacerMonitor.com at no charge. The hearing to consider the adequacy of the Disclosure Statement will be on Sept. 25, 2019, at 9:00 a.m. The Debtor asked the Court to schedule the confirmation hearing for Nov. 6 and the last day for filing objections to the Plan for Oct. 23. About One Way Loans Based in Culver City, CA, One Way Loans, LLC, doing business as PowerLend, operates an online subprime small-loan consumer finance business in the State of California. It funded over 1,000 consumer loans in excess of $2,800,000 during its first few months operations in 2018. It also currently services approximately $1,900,000 of delinquent loans. One Way Loans filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-24572) on Dec. 17, 2018. In the petition signed by CEO David Redlener, the Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Sandra R. Klein oversees the case. David S. Kupetz, Esq., at SulmeyerKupetz, serves as bankruptcy counsel to the Debtor. PARADIGM MIDSTREAM: S&P Raises First-Lien Term Loan Rating to BB- ----------------------------------------------------------------- S&P Global Ratings raised its rating on Paradigm Midstream LLC's $400 million secured first-lien term loan due 2024 to 'BB-' from 'B+'. It also revised its recovery rating on the loan to '2' from '3'. The '2' rating indicates that lenders can expect substantial (70%-90%; rounded estimate: 80%) recovery in a default scenario. The enhanced recovery expectation is a result of mandatory amortization of the secured first-lien term loan through the simulated default year, effectively reducing debt at default, according to the rating agency. At the same time, S&P affirmed its 'B+' long-term issuer credit rating (ICR) on Paradigm. The outlook is stable. "Our 'B+' rating on Paradigm reflects the relatively smaller scale of operations, limited geographic diversity, a high number of speculative-grade and unrated counterparties, and highly leveraged capital structure," S&P said. These limitations are, however, offset to a certain degree by Paradigm's relatively strong contractual profile, which generates about 58% of 2019 cash flows from MVCs, as well as integration among operating lines of business that include crude oil, gas, and water-gathering systems; crude storage; and a rail terminal, according to the rating agency. The stable outlook reflects S&P's view that Paradigm will maintain predictable cash flows through its MVC and acreage dedication contracts. S&P also expects the company to expand its crude oil- and gas-gathering infrastructure in the Williston Basin. It further expects that long-term fixed-fee contracts will continue to support any additional volumes. Under its base-case scenario, S&P expects debt-to-EBITDA of 5.0x-5.5x in 2019 and 2020, improving to 4.0x-4.5x in 2021, as a result of increased throughput volumes on the system from commissioning or projects under development and increased activity on the company's dedicated acreage. "We could consider lowering the rating if cash flow contribution from MVCs or acreage dedication contracts declines significantly. This could result if MVC contracts or acreage dedication contracts are not renewed," S&P said, adding that it could also lower the rating should debt-to-EBITDA exceed 5.5x. This could happen if volumes on the system are lower than expected or the company increases debt to finance expansion projects or acquisitions, according to the rating agency. "Although unlikely during our outlook period, we could consider raising the rating if we see a considerable increase in the size and scale of the company's operations while it maintains a conservative financial policy and debt-to-EBITDA close to 4.0x," S&P said, pointing out that this could be achieved through geographic diversification or increased throughput volumes on the system as a result of new contracts or expansion projects, and minimal reliance on debt. PDC ENERGY: Moody's Reviews Ba3 CFR for Upgrade Amid SRC Deal ------------------------------------------------------------- Moody's Investors Service placed the ratings of PDC Energy (PDC, Ba3) under review for upgrade following the August 26, 2019 announcement of a definitive agreement to acquire SRC Energy Inc. (SRC, B1). Concurrent with this action, SRC's ratings were also placed under review for upgrade. PDC is acquiring SRC in an all-stock transaction valued at approximately $1.7 billion, including SRC's net debt of $685 million as of June 30, 2019. The consideration will consist of 0.158 shares of PDC common stock for each share of SRC common stock. The transaction has been unanimously approved by the Board of Directors of each company. On Review for Upgrade: Issuer: PDC Energy Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 Senior Unsecured Conv./Exch. Notes, Placed on Review for Upgrade, currently B1 (LGD5) Senior Unsecured Notes, Placed on Review for Upgrade, currently B1 (LGD5) Issuer: SRC Energy Inc. Probability of Default Rating, Placed on Review for Upgrade, currently B1-PD Corporate Family Rating, Placed on Review for Upgrade, currently B1 Senior Unsecured Notes, Placed on Review for Upgrade, currently B3 (LGD5) Outlook Actions: Issuer: PDC Energy Outlook, Changed To Rating Under Review From Stable Issuer: SRC Energy Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE This is a positive transaction for both PDC and SRC. It will create a larger DJ basin producer which will also have meaningful exposure to the Permian Basin. The combined entity will have all of its Colorado acreage consisting of mostly contiguous 182,000 acres in the core areas of the DJ Basin in Weld County. Of that acreage, 80% will be within the unincorporated rural part of Weld County, where the local restrictions on production will be less restrictive than in Colorado's Front Range Urban Corridor, which includes the Denver metro area. The combined entity will have a much larger production and cash flow base to endure commodity price volatility, a deeper drilling inventory of good acreage that will extend portfolio durability, and a very viable opportunity to reduce G&A costs. This transaction will largely be leverage neutral from PDC's perspective given SRC has comparable debt leverage on production, reserves and cash flow relative to PDC. SRC on the other hand, will benefit from PDC's strong execution, low cost operations, larger scale, and diversification in the Permian Basin. The review will focus on the pro forma capital structure of the combined company, including the size of the secured revolving credit facility. It will also consider PDC's strategic direction, the plans for developing its Delaware Basin in the Permian and DJ Basin properties, and potential changes to the company's financial policy, as the company is increasing its share buyback authorization to $525 million from $200 million. If all of SRC's debt is retired, Moody's will likely withdraw SRC's ratings. In the event that SRC's debt remains outstanding and is fully guaranteed by PDC, SRC's unsecured notes will likely be equalized with PDC's notes rating. Otherwise, the possible ratings uplift for SRC notes will depend on Moody's view of PDC's level of support, SRC's strategic importance to PDC and the structural position of SRC's notes within the combined company's pro forma capital structure. Without a PDC guarantee, SRC's notes may not be equalized with PDC's notes rating. Upon closing of the acquisition, Moody's expects PDC's Corporate Family Rating will most likely be upgraded by one notch to Ba2. The closing of the transaction is subject to the approval of both PDC and SRC's shareholders as well as certain regulatory approvals and other customary closing conditions. Moody's will conclude its review once the acquisition closes in the fourth quarter of 2019. PDC will continue to be headquartered in Denver, Colorado, and its executive team will remain unchanged after the transaction closes, while its expanded nine member Board of Directors will have two members from SRC. PDC Energy, headquartered in Denver, Colorado, is a publicly-traded independent exploration and production company focused in the DJ and Permian Basins. PDC has about 132,000 acres and production during the second quarter of 2019 measured about 137 Mboe/d. SRC, headquartered in Denver, Colorado, is a publicly-traded independent exploration and production company focused in the DJ Basin. SRC has about 86,000 acres and production during the second quarter of 2019 measured about 61 Mboe/d. PES HOLDINGS: MNAT, Davis Represent Ad Hoc Term Loan Lender Group ----------------------------------------------------------------- In the Chapter 11 cases of PES Holdings, LLC, et al., the law firms of Morris, Nichols, Arsht & Tunnell LLP and Davis Polk & Wardwell LLP submitted a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect to Counsel's representation of the group formed by certain members that provided first lien term under that certain First Lien Term Loan Credit Agreement, dated as of August 7, 2018 by and among PES, the Guarantors party thereto from time to time, the banks and other financial institutions or entities party thereto from time to time and Cortland Capital Market Services LLC, as administrative agent and collateral agent, which Members also committed to provide a superpriority, secured debtor-in-possession credit facility pursuant to that certain Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of July 24, 2019, by and among PES, each of the Guarantors party thereto from time to time, the banks and other financial institutions or entities party thereto from time to time and Cortland, as administrative agent. In or around June 2019, the Ad Hoc Term Loan Lender Group engaged Davis Polk to represent it in connection with the Members’ holdings of the Existing Term Loan. In or around July 2019, the Ad Hoc Term Loan Lender Group engaged MNAT to act as co-counsel in the Chapter 11 Cases. As of July 22, 2019, the members of the Ad Hoc Term Loan Lender Group and their disclosable economic interests are: (1) Credit Suisse Asset Management, LLC 11 Madison Avenue New York, NY 10010 * Tranche A Loans: $53,823,545.32 * Tranche A-2 Loans: $25,749,275.31 * Tranche C Loans: $166,924,993.74 * DIP Loans: $16,250,000.00 * unfunded DIP Commitment: $8,750,000.00 * shares of PES Energy Inc.: 9,810,552 (2) Bardin Hill Investment Partners LP 477 Madison Avenue, 8th Floor New York, NY 10022 * Tranche A Loans: $11,031,274.52 * Tranche A-2 Loans: $25,238,888.89 * Tranche B Loans: $7,528,571.46 * Tranche C Loans: $140,023,311.32 * DIP Loans: $38,234,309.10 * unfunded DIP Commitment: $20,587,704.90 * shares of PES Energy Inc.: 8,902,772 (3) Third Point LLC 390 Park Avenue New York, NY 10022 * Tranche C Loans: $47,466,966.90 * DIP Loans: $5,965,690.90 * unfunded DIP Commitment: $3,212,295.10 * shares of PES Energy Inc.: 2,423,308 (4) J.H. Lane Partners, LP 126 East 56th Street, Suite 1620 New York, NY 10022 * Tranche A-2 Loans: $5,149,855.06 * Tranche B Loans: $6,106,060.60 * shares of PES Energy Inc.: 215,517 (5) Serengeti Asset Management LP 632 Broadway New York, NY 10012 * Tranche A-2 Loans: $3,089,913.04 * Tranche B Loans: $6,733,861.34 * DIP Loans: $4,550,000.00 * unfunded DIP Commitment: $2,450,000.00 (6) Citizens Financial Group, Inc. 1 Citizens Plaza Providence, RI 02903 * Tranche B Holdings: $8,857,142.88 Counsel to the Ad Hoc Term Loan Lender Group can be reached at: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney, Esq. Andrew R. Remming, Esq. Paige N. Topper, Esq. 1201 North Market Street Wilmington, DE 19899-1347 Telephone: (302) 351-9353 Facsimile: (302) 425-4673 E-mail: rdehney@mnat.com aremming@mnat.com ptopper@mnat.com - and - DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. James I. McClammy, Esq. David B. Toscano, Esq. Aryeh Ethan Falk, Esq. Jonah A. Peppiatt, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 E-mail: damian.schaible@davispolk.com james.mcclammy@davispolk.com david.toscano@davispolk.com aryeh.falk@davispolk.com jonah.peppiatt@davispolk.com A copy of the Rule 2019 filing is available at Pacermonitor.com at http://bankrupt.com/misc/PES_Holdings_246_Rule2019.pdf http://bankrupt.com/misc/PES_Holdings_Exhibit_246_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. PF HOLDINGS: S&P Extends CreditWatch on 'BB' 2016A Rev. Bond Rating ------------------------------------------------------------------- S&P Global Ratings has extended the CreditWatch, with negative implications, on its 'BB' and 'BB-' long-term ratings on Public Finance Authority, Wis.' series 2016A and 2016B multifamily housing revenue bonds, respectively, issued for PF Holdings LLC's Estates at Crystal Bay Apartments and Woodhaven Park Apartments Project. S&P extended its CreditWatch an additional 30 days following notification that the fiscal 2018 audited financials will soon be available. The initial CreditWatch action followed S&P's inability to obtain timely information of satisfactory quality to maintain the rating on the bonds in accordance with its applicable criteria and policies. PF Holdings Management LLC has not yet provided audited financial 2018 information, nor has it disclosed such information on EMMA (Electronic Municipal Market Access). "We understand that this is notwithstanding its continuing disclosure commitments under SEC Rule 15c2-12. Accordingly, we are unable to verify the net cash flow of the project, a figure we rely on to calculate debt service coverage on the series 2016 bonds under our criteria," S&P said. "Our continued inability to obtain the requested information within 30 days will likely result in our suspension of the affected ratings, preceded, in accordance with our policies, by any change to the ratings that we consider appropriate given available information. However, if we receive information that we consider sufficient and of satisfactory quality within this 30-day period, we will conduct a review and take appropriate rating action," the rating agency said. PITNEY BOWES: Fitch Affirms BB+ IDR Amid Deal on Software Solutions ------------------------------------------------------------------- Fitch Ratings Has affirmed Pitney Bowes Inc.'s (PBI) 'BB+' Long-Term Issuer Default Rating following the company's announcement that it is selling its Software Solutions business for $700 million. The Rating Outlook is Stable. Fitch views the company's actions positively as they are representative of management's ongoing efforts to transform PBI. The disposition of its software business, combined with its dispositions of its Document Management Technologies and other assets, further sharpens the company's focus on the higher growth potential offered by its global commerce segment. PBI's software solutions business has had uneven operating performance over the past few years, which required a heightened investment by management. PBI has stated it expects to repay debt, which totalled $3.3 billion at June 30, 2019, using the majority of expected net proceeds from this transaction. Fitch continues to view the company's expected debt repayment efforts positively as they are in line with the company's ongoing efforts to reduce debt. Pro forma for expected debt repayment, Fitch-calculated unadjusted gross total leverage was 5.9x at June 30, 2019. Prior to the company's downgrade to 'BB+' in April 2019 due to leverage exceeding Fitch's negative rating threshold longer than expected, PBI's history of aggressively repaying debt had been Fitch's primary driver for maintaining the company's investment grade rating. Since 2011, the company has repaid approximately $1.9 billion of debt (pro forma for the software solutions sale proceeds), including debt issued to fund the Newgistics, Inc. September 2017 acquisition, using FCF, non-core asset sale proceeds and international and domestic cash balances. Fitch remains comfortable with PBI's current rating given the assumption that PBI will continue to repay debt over the rating horizon and reduce leverage below 5.0x within 12 months. On Aug. 26, 2019, PBI announced the sale of its software solutions business to Synscort for $700 million and that it would use a majority of net proceeds to repay debt. The Software Solutions business offers data, customer information management, location intelligence and customer engagement solutions delivered as on-premise licenses or on-demand/SaaS applications. The transaction is expected to close before Dec. 31, 2019. KEY RATING DRIVERS Business Repositioning Efforts: The software solutions sale is in line with PBI's efforts to refocus the company on global commerce services, specifically ecommerce, which have significantly higher growth prospects. Over the past five years, PBI has completed several purchases and dispositions with a focus on that outcome. Fitch views these efforts positively. Operating Performance Improvements: Fitch remains concerned with PBI's ability to slow continued top line weakness in its Small and Medium Business Solutions (SMB) segment while simultaneously growing Commerce Services and improving its margins. Although the ratings are supported by PBI's leading position in both segments, the company's ability to meet its growth expectations are key components to maintaining its current rating. Fitch will continue to monitor the company's efforts and may take further negative action if PBI is unsuccessful in improving near term operating performance. PBI's efforts to increase exposure to the fast growing commerce segment have borne fruit. Commerce services revenue grew 47% (13% organically) in fiscal 2018, driven by the Newgistics acquisition and higher volumes and in 4Q 2018 surpassed SMB as PBI's largest revenue generator. However, Fitch expects PBI's overall EBITDA margins to continue declining over the near term given the segment's significantly lower margins than SMB. PBI's ability to grow commerce services is critical given that SMB's revenues ended fiscal 2018 down 6%, driven by continuing declines in U.S. equipment sales, rentals and support services and financing and international markets. Transition Continues: Fitch views PBI's initiatives to focus on digital and commerce services positively. Its global ecommerce efforts continue to gain traction, representing 31% of LTM ended June 30, 2019 total revenues, up significantly from 4.5% in fiscal 2013. Its SendPro portfolio of shipping and mailing platforms continues to be well received given their cloud-based functionality. However, in the near term, it will be a challenge to have these initiatives offset declines in the high-margin SMB segment. While these initiatives could cannibalize existing physical business, Fitch believes such a strategy is unavoidable given ongoing digital substitution. Cyclical Pressures Compounding Secular: Fitch believes secular pressures accelerate PBI's challenges, as customers continue to look to digital mailing as a cost-reduction mechanism and choose to keep existing equipment longer. The acceleration of digital substitution for physical transaction mail results in reduced need for PBI's mailing equipment although the company's SendPro platforms are slowing the decline somewhat. While the majority of PBI's revenue is not directly tied to mail volume, Fitch believes continued mail volume declines will drive reduced equipment needs, whether in terms of size, number or functionality. Financial Policy: Fitch believes PBI's actions demonstrate its commitment to continued debt repayment. Since 2011, the company has reduced total debt from $4.5 billion to $2.6 billion as of June 30, 2019 (pro forma for debt repayment from software solutions sale), despite financing the $471 million Newgistics' acquisition with debt and paying approximately $140 million of dividends annually. Although PBI authorized an incremental $100 million of share repurchases in January 2019, it also reduced its annual dividend by more than $100 million, thereby improving the company's capital allocation flexibility around shareholder returns. Despite this increased share repurchase authorization, Fitch is not expecting any material increase in share buyback activity beyond that. Market Leadership: The ratings are supported by PBI's significant and entrenched market position in the core U.S. SMB Mailing business, the necessity of mail equipment and services to conduct business across all industries, and the diversity of the company's customer base, from both an industry and size perspective. The company also has a leading position in the global ecommerce and presort services sub-segments, with strong long-term relationships with primary U.S. shipping providers. DERIVATION SUMMARY PBI is weakly positioned within the Business Services segment given its exposure to markets experiencing ongoing slow decline; however, Fitch views PBI's significant leading position in those markets as a positive. Fitch also views positively the company's ongoing efforts to reposition itself as a leader in the growing commerce services segment and repay debt. The 2017 acquisition of Newgistics, Inc., which focuses on order fulfilment, nationwide parcel delivery and return, and managing digital commerce ecosystems, provided a bridge between, and bolstered, PBI's two fastest growing segments, Presort and Global ecommerce solutions. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Software solutions sale completed on Dec. 31, 2019; -- Global ecommerce grows in the high teens due to overall market growth expectations along with continued revenue synergies with Newgistics; -- Presort Services continue to grow mid-single-digits; -- SMB continues to see mid-single-digit revenue declines, although the decline is held in check somewhat by increased sell through of the SendPro platform; -- Fitch-calculated EBITDA margin declines from 17.2% in 2018 to 15.2% by 2022 due to the business mix shift from higher margin SMB segment to the lower margin commerce services segment, although margins level out in outer years driven by commerce services increased scale and resultant margin improvement; -- Capital intensity remains at 5% of revenues; -- Annual dividends of $38 million; -- Annual FCF approaches approximately $250 million by 2022; -- Maturities are met with a mix of FCF and debt issuance resulting in more than $350 million of additional debt reduction over the rating horizon; -- Annual share buybacks of $50 million; -- Maintenance of approximately $700 million in cash balance. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Given the secular challenges facing the company, Fitch does not expect positive rating momentum in the near term. -- Returning Fitch calculated total leverage (total debt with equity credit / EBITDA) to below 4.0x or lease adjusted FFO - gross leverage to below 3.8x. -- Sustainable revenue growth driven by the company's various product initiatives coupled with a commitment to continue reducing absolute levels of debt. -- PBI exhibits a commitment to continue reducing absolute levels of debt. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- If Fitch calculated total leverage continues to exceed 5.0x for more than 12 months or lease adjusted FFO gross leverage exceeds 6.0x. -- If PBI is unable to slow SMB's revenue declines or does not grow Commerce Services and improve its margins. -- Further rating pressure may come from a lack of traction in the company's digital initiatives and other growth businesses amid ongoing declines in the traditional physical business, or a change in the company's strategy indicating a willingness to operate total leverage above 5.0x. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: PBI's liquidity position at June 30, 2019 was solid, consisting of $831 million of cash and marketable securities and an undrawn $1 billion revolving credit facility maturing in January 2021. Liquidity is further supported by the company's annual FCF generation. SUMMARY OF FINANCIAL ADJUSTMENTS No material adjustments have been made that have not been disclosed in public filings of this issuer. PLEASANTON FITNESS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Pleasanton Fitness, LLC 101 East Vineyard Avenue, Suite 201 Livermore, CA 94550 Business Description: Pleasanton Fitness, LLC owns and operates a fitness center in Livermore, California. Chapter 11 Petition Date: August 27, 2019 Court: United States Bankruptcy Court California Northern Bankruptcy Court (Oakland) Case No.: 19-41949 Judge: Hon. Roger L. Efremsky Debtor's Counsel: Reno F.R. Fernandez, Esq. MACDONALD FERNANDEZ LLP 221 Sansome St. 3rd Floor San Francisco, CA 94104 Tel: (415) 362-0449 E-mail: 2382885420@filings.docketbird.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Sanjiv Kumar Chopra, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/canb19-41949.pdf PRIDE CLEANERS: Unsecured Creditors to Get $50K Under Plan ---------------------------------------------------------- Pride Cleaners, LLC, sought and obtained from the Bankruptcy Court conditional approval of the disclosure statement explaining its plan of reorganization. The Debtor's schedules listed liabilities consisting of: -- secured claims totaling approximately $845,911.45 -- priority unsecured claims of $4,717.30, and -- general unsecured claims totaling approximately $178,120.73. The Debtor will pay the General Unsecured Creditors (1) a pro-rata share of $5,000.00 on the Effective Date and (2) a pro-rata share of $45,000 paid in eight semi-annual payments of $5,000 each, commencing on the 1st anniversary of the Effective Date and continuing on or by each six month anniversary of the Effective Date through the 5th anniversary of the Effective Date, for a total of 8 payments. The Claims of the Class 8 Creditors are Impaired by the Plan and the holders of Class 8 Claims are entitled to vote to accept or reject the Plan. Sept. 20, 2019 is fixed as the last day for filing written acceptances or rejections of the Debtor's Plan and the last day for filing written objections to the final approval of the Disclosure Statement and confirmation of the Plan. A hearing will be held at 11:00 a.m. on Sept. 26, 2019, to consider any objections to the Disclosure Statement, to consider confirmation of the Plan, and to determine the value of collateral and extent to which claims are secured pursuant to 11 U.S.C. Section 506(a) and Rule 3012. The Debtor asked for an extension of the confirmation deadline by 45 additional days through and including Nov. 11, 2019. The Court said it will consider this request at the Confirmation Hearing. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/yxcs76hv from PacerMonitor.com at no charge. About Pride Cleaners Pride Cleaners, LLC is a privately held company in Alpharetta, Ga., that offers laundry services. Pride Cleaners sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 19-55564) on April 8, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Jones & Walden, LLC, is the Debtor's legal counsel. RUI HOLDING: Gets Approval to Hire Carl Marks, Appoint CRO ---------------------------------------------------------- RUI Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Carl Marks Advisory Group LLC and appoint the firm's managing director David Bagley as its chief restructuring officer. Mr. Bagley and his firm will provide these services in connection with the Chapter 11 cases filed by the company and its subsidiaries: a. report on the status and progress of planning and process issues to both the Debtors' board of directors and the senior lenders on a regular basis; b. oversee cash management and approve all significant transactions; c. advise the Debtors on negotiations with key constituents; d. assist in the preparation of financial information for distribution to the Debtors' stakeholders if required, including cash flow projection updates, cash receipts and disbursement analysis, and analysis of any proposed transactions for which court approval is sought; e. help satisfy the requirements for closing the sale including negotiating concessions from landlords; and f. participate in conference calls and attend meetings of the Debtors' board of directors, senior lenders and creditors. Carl Marks will receive a fixed weekly fee of $75,000, of which $40,000 will be paid to Mr. Bagley for his services while $35,000 will be paid to the other personnel who will be assisting the CRO. Mr. Bagley disclosed in court filings that his firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Bagley Carl Marks Advisory Group LLC 900 Third Avenue, 33rd Floor New York, NY 10022 Phone: 212-909-8400 Email: dbagley@carlmarks.com About RUI Holding Corp. RUI Holding Corp. and its subsidiaries -- https://www.r-u-i.com/ -- operate 18 different restaurant brands in 35 locations throughout six states. Unique restaurant concepts run by the companies include Portland City Grill, Palisade, Cutters Crabhouse, and Skates on the Bay. The companies' multi-unit brands include Kincaid's, Palomino, Henry's Tavern, Portland Seafood Company and Stanford's. The companies have 1,885 part-time hourly employees, 168 full-time restaurant salaried employees, and 50 salaried employees at their corporate headquarters in Seattle. RUI Holding and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11509) on July 7, 2019. At the time of the filing, the Debtors disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. RUI HOLDING: Taps Configure Partners as Investment Banker --------------------------------------------------------- RUI Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Configure Partners, LLC, as its investment banker. The firm will provide these services in connection with the Chapter 11 cases filed by the company and its subsidiaries: (a) assist in analyzing, structuring, negotiating, and effecting any restructuring; (b) assist in connection with any "M&A transaction;" (c) analyze the business, operations, properties, financial condition, financial projections and prospects of the Debtors; (d) advise the Debtors on the current state of the market; (e) advice the Debtors in developing a general strategy for accomplishing a transaction; (f) advise the Debtors in implementing a transaction such as tactics and strategies for negotiating with their creditors and other stakeholders; (g) advise the Debtors in evaluating and analyzing a transaction, including their potential debt capacity in light of their projected cash flows, the value of the securities or debt instruments, if any, that may be issued in such transaction, and the range of values for the Debtors on a going concern basis; (h) develop a list of potential sources for a transaction and, at the Debtors' request, contact those potential sources and assist in negotiations; (i) attend meetings with the Debtors' management, board of directors, creditor groups or other parties to discuss any transaction; (j) prepare documents and other materials to create interest in and to consummate any transaction; and (k) provide other investment banking services. The Debtors and Configure Partners have agreed on these terms of compensation: (a) A non-refundable monthly cash fee in the amount of $50,000. (b) A non-refundable cash fee in the amount of $650,000 upon the consummation and closing of a restructuring. (c) If the Debtors consummate and close an M&A transaction, a non-refundable cash fee equal to $650,000, plus 4 percent of the total "aggregate sales consideration of such transaction in excess of $35 million. This fee will be payable from the proceeds of the M&A transaction prior to any other use or distribution of such proceeds. To the extent that a transaction qualifies as both a restructuring and an M&A transaction, Configure Partners will only be entitled to the higher of, and not both, the restructuring fee and M&A transaction fee. (d) Configure Partners will receive reimbursement for work-related expenses incurred. These expenses are payable whether or not any transaction occurs. Configure Partners is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Vineet Batra Configure Partners, LLC 3340 Peachtree Road NE, Suite 1010 Atlanta, GA, 30326 Phone: (678) 723-4575 Email: info@configurepartners.com About RUI Holding Corp. RUI Holding Corp. and its subsidiaries -- https://www.r-u-i.com/ -- operate 18 different restaurant brands in 35 locations throughout six states. Unique restaurant concepts run by the companies include Portland City Grill, Palisade, Cutters Crabhouse, and Skates on the Bay. The companies' multi-unit brands include Kincaid's, Palomino, Henry's Tavern, Portland Seafood Company and Stanford's. The companies have 1,885 part-time hourly employees, 168 full-time restaurant salaried employees, and 50 salaried employees at their corporate headquarters in Seattle. RUI Holding and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11509) on July 7, 2019. At the time of the filing, the Debtors disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. RUI HOLDING: Taps Epiq Corporate as Administrative Advisor ---------------------------------------------------------- RUI Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as administrative advisor. The firm will provide bankruptcy administrative services, which include the solicitation, balloting and tabulation of votes in case the company and its affiliates file a Chapter 11 plan, and the preparation of reports in support of confirmation of the plan. Epiq will charge these hourly fees for claim administration services: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Before the petition date, the Debtors provided Epiq a retainer in the amount of $25,000. Emily Young, an Epiq senior consultant, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Epiq can be reached through: Emily Young Epiq Bankruptcy Solutions, LLC 777 Third Avenue, Third Floor New York, NY 10017 Phone: (646) 282-2523 About RUI Holding Corp. RUI Holding Corp. and its subsidiaries -- https://www.r-u-i.com/ -- operate 18 different restaurant brands in 35 locations throughout six states. Unique restaurant concepts run by the companies include Portland City Grill, Palisade, Cutters Crabhouse, and Skates on the Bay. The companies' multi-unit brands include Kincaid's, Palomino, Henry's Tavern, Portland Seafood Company and Stanford's. The companies have 1,885 part-time hourly employees, 168 full-time restaurant salaried employees, and 50 salaried employees at their corporate headquarters in Seattle. RUI Holding and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11509) on July 7, 2019. At the time of the filing, the Debtors disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. RUI HOLDING: Taps Klehr Harrison as Legal Counsel ------------------------------------------------- RUI Holding Corp. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Klehr Harrison Harvey Branzburg LLP as its legal counsel. The firm will provide services in connection with the Chapter 11 cases filed by the company and its subsidiaries, which include legal advice regarding their duties under the Bankruptcy Code; negotiations with creditors; preparation of a bankruptcy plan; and assistance with respect to the sale of their assets. The firm's current hourly rates are: Partners $350 - $825 Counsel $300 - $525 Associates $230 - $475 Paralegals $150 - $255 The Debtors paid Klehr Harrison the sum of $380,000 as retainer. Domenic Pacitti, Esq., a partner at Klehr Harrison, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Pacitti disclosed that his firm has not agreed to a variation of its standard billing arrangements for its employment with the Debtors, and that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases. The attorney also disclosed that the firm represented the Debtors during the month before the petition date using hourly rates ranging from $350 to $765 for partners, $300 to $475 for counsel, $230 to $450 for associates, and $150 to $255 for paralegals. Mr. Pacitti also disclosed that the Debtors have already approved the firm's budget and staffing plan for the period July 7 to Oct. 6, 2019. Klehr Harrison can be reached through: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. Sally E. Veghte, Esq. Klehr Harrison Harvey Branzburg LLP 919 North Market Street, Suite 1000 Wilmington, Delaware 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 E-mail: dpacitti@klehr.com myurkewicz@klehr.com sveghte@klehr.com About RUI Holding Corp. RUI Holding Corp. and its subsidiaries -- https://www.r-u-i.com/ -- operate 18 different restaurant brands in 35 locations throughout six states. Unique restaurant concepts run by the companies include Portland City Grill, Palisade, Cutters Crabhouse, and Skates on the Bay. The companies' multi-unit brands include Kincaid's, Palomino, Henry's Tavern, Portland Seafood Company and Stanford's. The companies have 1,885 part-time hourly employees, 168 full-time restaurant salaried employees, and 50 salaried employees at their corporate headquarters in Seattle. RUI Holding and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11509) on July 7, 2019. At the time of the filing, the Debtors disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC as claims and noticing agent. SANCHEZ ENERGY: Taps Prime Clerk as Claims Agent ------------------------------------------------ Sanchez Energy Corporation received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Prime Clerk LLC as claims, noticing and solicitation agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of the company and its affiliates. Prime Clerk will charge these hourly fees: Claim and Noticing Rates: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation, Balloting and Tabulation Rates: Solicitation Consultant $190 Director of Solicitation $210 Benjamin Steele, a vice president of Prime Clerk, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Benjamin J. Steele Prime Clerk LLC One Grand Central Place 60 East 42nd Street, Suite 1440 New York, NY 10165 Mobile: 646-240-7821 Email: bsteele@primeclerk.com About Sanchez Energy Corp. Sanchez Energy Corporation and its affiliates -- https://sanchezenergycorp.com/ -- are independent exploration and production companies focused on the acquisition and development of U.S. onshore oil and natural gas resources. Sanchez Energy is currently focused on the development of significant resource potential from the Eagle Ford Shale in South Texas, and holds other producing properties and undeveloped acreage, including in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of Dec. 31, 2018, the companies had approximately 325,000 net acres of oil and natural gas properties with proved reserves of approximately 380 million barrels of oil equivalent and interests in approximately 2,400 gross producing wells. Sanchez Energy and 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 19-34508) on Aug. 11, 2019. As of June 30, 2019, the companies disclosed $2,159,915,332 in assets and $2,854,673,930 in liabilities. The cases have been assigned to Judge Marvin Isgur. The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as financial advisor; Alvarez & Marsal North America LLC as restructuring advisor; and Prime Clerk LLC as notice and claims agent. SEPCO CORP: Disclosure Statement Rescheduled to Oct. 8 ------------------------------------------------------ The hearing on the approval of the disclosure statement explaining Sepco Corporation's Chapter 11 Plan is rescheduled from Aug. 27, 2019, to Oct. 8, 2019, at 10:30 A.M. About Sepco Corporation Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016. The petition was signed by Richard J. Szekelyi as chief restructuring officer. At the time of filing, the Debtor had estimated assets and liabilities ranging from $10 million to $50 million each. Buckley King, LPA, is the Debtor's counsel. Kurtzman Carson Consultants LLC, is the notice, balloting, and claims agent. The case is assigned to Judge Alan M. Koschik. Daniel M. McDermott, the United States Trustee for Region 9, appointed seven creditors to serve on the committee of asbestos claimants, namely: (1) Thomas P. Glembocki; (2) Raymond Grzywinski; (3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6) Harry David Tift; and (7) Patrick M. Walsh. The Official Committee of Asbestos Claimants in the bankruptcy case of Sepco Corporation retained Caplin & Drysdale, Chartered, as its counsel and Brouse McDowell, A Legal Professional Association, as its Ohio co-counsel, and Gilbert LLP as its special counsel. Lawrence Fitzpatrick, the Future Claimants' Representatives of Sepco Corporation, has retained Young Conaway Stargatt & Taylor, LLP, as his bankruptcy counsel; and Black McCuskey Souers & Arbaugh Co., LPA, as his Ohio counsel. SHIRLEY MCCLURE: Trustee's $100K Sale of Tidus Suit Claims Denied ----------------------------------------------------------------- Judge Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California denied (i) the Settlement and Claims Purchase Agreement between John P. Reitman, as Chapter 11 Trustee for the bankruptcy estate of Shirley Foose McClure and Defendants Jeffrey A. Tidus, Mark D. Baute, Robert M. Gilchrest, Baute & Tidus LLP; and Todd C. Ringstad and Ringstad & Sanders LLP; and (ii) the Trustee's sale of the Estate's claims in McClure v. Tidus, Case No. BC443404, pending before the Los Angeles Superior Court, to the Defendants for $100,000, subject to overbid. A hearing on the Motion was held on Aug. 6, 2019 at 10:00 a.m. By Sept. 27, 2019, the Trustee is to file a statement as to how he intends to proceed as to the Tidus Case. By Oct. 11, 2019, Ms. McClure is to file her proposal for going forward with the Tidus Case. The status conference currently scheduled for Oct. 8, 2019 is continued without appearance to Oct. 22, 2019 at 10:00 a.m. At that time, the Court will discuss the future of the Tidus Case. About Shirley Foose McClure Shirley Foose McClure commenced a bankruptcy case by filing her voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-10386) on Dec. 21, 2012. The Debtor's estate is currently comprised of her interest in parcels of real property in Southern California and Maui, cash and claims asserted in two lawsuits against attorneys who formerly represented her. On July 12, 2016, the Court entered an order directing the Office of the U.S. Trustee to appoint a chapter 11 trustee. On Aug. 3, 2016, the Court entered its order approving the U.S. Trustee's appointment of John P. Reitman as the trustee. LANDAU GOTTFRIED & BERGER LLP is the Trustee's counsel. SK BLUE: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings of SK Blue Holdings, LP and its issuing subsidiary, Polar US Borrower, LLC, at 'B'. Fitch has also affirmed the long-term senior first lien secured ratings at 'BB-'/'RR2'. The Rating Outlook is Stable. The ratings reflect the company's diverse mix of intermediate and additive products, broad range of customers within various end-markets, and early synergy capture related to the SI Group acquisition, partially offset by execution risk related to the ongoing integration and the introduction of a new ERP Platform. KEY RATING DRIVERS Ongoing Integration and Centralization: Prior to its acquisition by SK Blue, SI Group's facilities followed an affiliate model, with each subsidiary as its own profit center with its own staff. The combined company is reviewing its facilities for redundancies, having already shut down its Songjiang facility with several others under review. Additionally, a more disciplined CapEx process has resulted in slower spending and a lower go-forward maintenance CapEx. Fitch believes that the ongoing optimization of the company's manufacturing footprint is achievable, and will materially benefit cash generation. Fitch notes that the integration of SI Group is ahead of target, with material EBITDA benefit related to cost synergies in 1Q19. Solid Core Additives Position: Fitch notes that SK Blue's pharma sales and margins are strong, primarily due to a worldwide shortage of ibuprofen API. Temporarily constrained supply has allowed manufacturers to enjoy a period of elevated prices. As worldwide capacity expands and supply becomes less constrained, Fitch believes that margins in the company's pharma segment will fall more in line with the rest of the company's portfolio. Additionally, backward integration into intermediate chemistry provides an advantaged cost structure for the company's additive products. SK Blue is unique in its ability to switch capacity to other products within its portfolio in response to tightness or weakness across markets. In conjunction with the company's increasing centralization of its facilities, Fitch believes that utilization rates will rise over the medium term, resulting in modest margin tailwinds. Industrial Resins Divestiture Focuses Portfolio: On July 10, 2019, the company announced the impending sale of its Industrial Resins business to ASK Chemicals. The Industrial Resins business is the company's lowest margin segment, and Fitch views the segment as non-core to SK Blue's operations. Fitch expects the proceeds from the sale will be used to accelerate deleveraging, and believes that the sale will also ease the company's ongoing ERP implementation without the headcount and unique product codes associated with the segment. Some Cyclicality in End Markets: Fitch views SK Blue's products as having a relatively stable demand profile due to a moderately diverse set of end uses in markets including plastics & polymers, fuel & lubricants, and adhesives. Accordingly, overall demand for the company's products can be thought of as tracking fairly closely to GDP. Nevertheless, softness in automobiles, particularly in Europe and China, has served as a drag on volumes. Positive FCF, Falling Leverage: Fitch projects SK Blue will see steady growth in FCF generation throughout the ratings horizon primarily as a result of expanding operating EBITDA margins and falling maintenance CapEx at legacy SI Group. The company has focused on specializing product offerings, trimming low-margin businesses and further penetrating higher-growth end-markets. Fitch believes that continued realization of cost synergies coupled with a successful ERP platform rollout is likely to lead to operating EBITDA margins trending toward the high teens. Accordingly, Fitch anticipates FCF generation reaching greater than $100 million over the forecast horizon. Fitch anticipates that a combination of EBITDA growth and debt prepayments (included those associated with the divestiture of the industrial resins business) will drive material leverage reduction. If management continues to deliver on these factors, Fitch may consider a positive rating action. DERIVATION SUMMARY Compared to other chemical peers in the 'B' category, SK Blue Holdings LP has relatively high gross leverage. Typically, the greater degree to which a chemical manufacturer's products are specialized or otherwise defensible, the greater amount of debt the firm can support at the same rating level. Kronos Worldwide (B+/Stable) operates with total debt with equity credit/operating EBITDA of under 2.0x, but its TiO2 offerings are highly volatile with respect to price, leaving the company exposed to large swings in leverage and volatile cash flows. In contrast, SK Invictus Intermediate II S.a.r.l. (B+/Stable), which operates at a similar level of leverage as SK Blue but has a higher rating, enjoys a #1 market position in both of its segments, including its fire safety retardants segment which acts as the sole supplier of fire retardants to the U.S. Government, among other governmental entities. The relative insulation from competition yields more stable cash flows, allowing SK Invictus to operate with higher leverage than these peers. SK Blue's business and cash flow risk profiles are towards the middle of these peers, with moderately diverse offerings in the additives space, fragmented competition, and a modest (but improving) cost advantage. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Organic revenue growth in the mid-single digits, driven primarily by volumes. -- Initial margin expansion driven primarily by full year of cost synergies already recognized as of 1Q19 and industrial resins divestiture - rising utilization rates drive margin expansion thereafter. -- Term loan amortization completed as anticipated with some prepayments related to the excess cash flow sweep. -- Capital deployment primarily toward organic growth. Fitch's Recovery Assumptions The recovery analysis assumes that SK Blue would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. SK Blue's going-concern EBITDA assumption is based on YE 2019 EBITDA (pro forma for the industrial resins sale). The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the valuation of the company is based. The going-concern EBITDA depicts a scenario in which severe volume headwinds in the Rubber & Adhesives business and weak growth in other segments due to slower macroeconomic activity, coupled with teething issues related to the company's new ERP platform, lead to a drop in both EBITDA and cash generation. The assumption also reflects corrective measures taken in the reorganization to offset the adverse conditions that triggered default such as cost cutting efforts and industry recovery. The going-concern EBITDA is 25% below Fitch's forecasted 2019 EBITDA. An enterprise value multiple of 6.5x EBITDA is applied to the going-concern EBITDA to calculate a post-reorganization enterprise value. The multiple is comparable to the range of historical bankruptcy case study exit multiples for peer companies, which ranged from 5.2x-7.7x and a median of 5.9x. Bankruptcies in this space related either to litigation or to deep cyclical troughs. The recovery is based on the assumed enterprise value of $1,486.9 million. After the assumed administrative claim of 10%, there is $1,338.2 million available to creditors. The revolving credit facility is assumed to be drawn at 100%. Fitch's recovery assumptions result in a recovery rating for the senior secured debt within the 'RR2' range and results in a 'BB-' rating. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Continued cost synergy capture and successful ERP rollout, resulting in total debt with equity credit/operating EBITDA and/or total adjusted debt/operating EBITDAR durably below 4.5x. -- Consistently positive FCF generation. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Unsuccessful integration of SI Group and ERP teething issues, leading to an inability to realize a substantial portion of projected synergies and total debt with equity credit/operating EBITDA and/or total adjusted debt/operating EBITDAR durably above 5.5x. -- FFO fixed charge coverage durably below 2.0x. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: SK Blue has access to a $250 million revolving credit facility and a moderate cash balance. The company drew on its revolver in 1Q19 in order to fund a sizable working capital swing related to increased sales - however, Fitch believes that the revolver will remain mostly undrawn throughout the forecast horizon. Term loan amortization is modest at approximately $14.6 million per year, with no significant maturities until 2025. The company's revolver matures in 2023. TREEHOUSE FOODS: Moody's Affirms Ba3 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed the ratings of TreeHouse Foods, Inc., including its company's Corporate Family Rating at Ba3, Probability of Default Rating at Ba3-PD, senior secured debt rating at Ba2, and senior unsecured debt rating at B2. The company's SGL-2 Speculative Grade Liquidity rating is unchanged. The rating outlook is remains stable. This rating action follows an amendment to TreeHouse's bank credit agreement on August 26, 2019 that maintains the secured status of the credit facilities and holds the maximum permitted leverage covenant (net debt/EBITDA) permanently at 4.5x.. The amendment provides additional future liquidity for growth, while maintaining an earnings cushion of at least 17%. Previously, the credit facilities were set to become unsecured later this year and the leverage covenant was scheduled to step down to 4.0x, which would have reduced earnings cushion to as low as 7%. The amended credit agreement governs $1.15 billion of secured bank credit facilities and term loans. Moody's has taken the following rating actions on TreeHouse Foods, Inc.: Ratings affirmed: $750 million gtd senior secured revolving credit facility expiring 2023 at Ba2 (LGD3); $900 million gtd senior secured term loan A1 maturing February 2023 at Ba2 (LGD3); $500 million gtd senior secured term loan A maturing January 2025 at Ba2 (LGD3); $400 million gtd senior unsecured notes due March 2022 at B2 (LGD5); $775 million gtd senior unsecured notes due February 2024 at B2 (LGD5); Corporate Family Rating at Ba3; Probability of Default Rating at Ba3-PD. The outlook on all ratings is stable. Moody's has taken into consideration upcoming debt payments anticipated to be made using proceeds from recent and pending asset sales. This is likely to have a credit positive effect on some or all of TreeHouse's debt instruments. However, because of uncertainties regarding the timing of a pending asset sale and of upcoming capital structure considerations, Moody's is maintaining the current debt instrument ratings. On August 1, 2019 TreeHouse completed the sale of its snacks division to private equity firm, Atlas Holdings for $90 million. Last May, TreeHouse also announced sale of its private label ready-to-eat cereal business to Post Holdings (terms undisclosed). However, the close of this transaction has been delayed, pending regulatory review by the Federal Trade Commission. Treehouse has said that proceeds from both asset sales will be used to reduce debt -- presumably secured debt, which is pre-payable without penalty. On March 15, 2020 the company's $400 million 4.875% notes due March 2022 will become callable at par, which could lead to further shifts in the company's capital structure between secured and unsecured debt. RATINGS RATIONALE TreeHouse's credit profile reflects its leading position as the nation's largest private label food manufacturer. The ratings are supported by its significant scale and diversification. These credit strengths are balanced against execution risk related to an ongoing major restructuring that will continue through 2020; increasing competition in US packaged foods sector; and rising inflation. A rating downgrade could occur if TreeHouse is unable to stabilize operating performance or if financial policy becomes more aggressive. Quantitatively, if debt to EBITDA is not likely to be sustained below 5.5 times, or if earnings cushion against bank covenants falls below 10%, a downgrade could occur. For Moody's to consider an upgrade, TreeHouse would need to successfully execute its restructuring activities and maintain stable operating performance. TreeHouse would also need to sustain debt to EBITDA below 4.0 times before Moody's would consider an upgrade. CORPORATE PROFILE TreeHouse Foods, Inc. is a leading private label food manufacturer servicing primarily the retail grocery and foodservice distribution channels. It sells products within a wide array of food categories. Annual sales on a pro forma basis approximate $4.3 billion. VISTA RIDGE: Judge Confirms Chapter 11 Plan of Liquidation ---------------------------------------------------------- Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the District of Columbia issued an order confirming the Chapter 11 plan of liquidation of Vista Ridge Limited Partnership. The Debtor is a single asset real estate limited partnership and the Plan calls for the sale of the Debtor's 100% fee simple interest in a 398-unit Section 8 and market rate multifamily apartment complex consisting of 1, 2, 3, and 4 bedroom units located at 2402-2424 Elvans Rd. SE, 2500-2514 Pomeroy Rd. SE, and 2540-2557 Elvans Rd. SE, Washington, DC 20020, known as "Forest Ridge" and "The Vistas Apartments" pursuant to a Purchase and Sale Agreement between the Debtor and Belveron Partners Fund V JV, LLC. Pursuant to the Plan, the sale of the Property is to be approved as part of the Confirmation Hearing. The Property conveys as tenanted. The tenants have no rights under the Tenant Opportunity to Purchase Act because this is a sale through a Chapter 11 bankruptcy process and plan. The filing of the Debtor's bankruptcy case was prompted in part by litigation initiated against the Debtor by the District of Columbia. On October 16, 2018, the District of Columbia filed a Petition and Complaint against the Debtor in the Superior Court of the District of Columbia seeking the appointment of a receiver, other injunctive relief, damages, restitution and other relief for alleged violations of the Drug, Firearm, or Prostitution-Related Nuisance Abatement Act, the Tenant Receivership Act, the Public Nuisance Laws, and the Consumer Protection Procedures Act, initiating Case No. 2018 CA 007285 B titled District of Columbia v. Vista Ridge Limited Partnership, et al. The suit itself was not stayed by the automatic stay imposed by § 362 of the Bankruptcy Code, as it has elements of a police and regulatory action, but certain of the remedies sought therein may well be limited by the automatic stay. As part of these negotiations with the District, the debtor entered into a Consent Order entered in the Superior Court Case on May 6, 2019 providing a detailed plan for specific repairs to be made and conditions to be met by the Debtor while the Superior Court Litigation and this case proceed. The District of Columbia filed an objection to the Plan saying it cannot be confirmed for two reasons: (a) the Plan provides no provisions for ensuring that the Property complies with the District housing and other code provisions; and (b) The Plan is vague and does not include mechanisms for ensuring that the purchaser for the Property (or potential bidders) is able to comply with applicable health and safety laws and rehabilitate the Property. The Debtor responded that its Plan however, does neither of these things and provides the best mechanism for the Property to address the District health and safety concerns for the Property and allow for the best the result for the Debtor's creditors in the bankruptcy case through sale of the property to a qualified buyer. A full-text copy of the Plan Confirmation Order is available at https://tinyurl.com/y4oyggqe from PacerMonitor.com at no charge. About Vista Ridge LP Vista Ridge Limited Partnership is a single asset real estate limited partnership organized under the laws Maryland with a principal place of business located in the District of Columbia. Vista Ridge filed a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 19-00126) on March 1, 2019. Marc E. Albert, Esq., and Joshua W. Cox, Esq., at Stinson Leonard Street LLP, serve as counsel to the Debtor. VSOP LLC: Seeks Combined Disclosure Statement, Plan Hearing ----------------------------------------------------------- VSOP, LLC, asks the Bankruptcy Court to combine the hearing on the adequacy of their disclosure statement and confirmation of their amended Chapter 11 plan. According to the Debtor, it tried to pursue reorganization but continued financial difficulties forced The Elephant Restaurant to cease business operations and, as a result, the Debtor is now pursuing an orderly liquidation of its assets through the Chapter 11 plan process. Holders of the Class 5 - General Unsecured Claim will receive their pro rata share of all Estate Assets remaining after the payment in full of all other Creditors. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/y5jahy5c from PacerMonitor.com at no charge. About VSOP, LLC VSOP, LLC, based in Baltimore, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 19-15834) on April 30, 2019. The Hon. Michelle M. Harner oversees the case. In the petition signed by Steven Rivelis, member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Dennis J. Shaffer, Esq., at Whiteford Taylor & Preston, LLP, serves as bankruptcy counsel to the Debtor. WEST VIRGINIA RESORTS: Taps Caldwell & Riffee as Legal Counsel -------------------------------------------------------------- West Virginia Resorts, LLC received approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Caldwell & Riffee, PLLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code, review of claims, and the preparation of a plan of reorganization. The firm's hourly rates are: Joseph Caldwell $300 John Balenovich $200 Paralegal $25 Caldwell received a retainer in the amount of $5,000. The firm can be reached through: Joseph W. Caldwell, Esq. Caldwell & Riffee, PLLC 3818 MacCorkle Ave. S.E. Suite 101 P.O. Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Fax: (304) 925-2193 E-mail: jcaldwell@caldwellandriffee.com About West Virginia Resorts West Virginia Resorts LLC, a privately held company in Charleston, W.Va., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 19-00587) on July 18, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Patrick M. Flatley. The Debtor is represented by Caldwell & Riffee. YCO FOSTER CARE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: YCO Foster Care, Inc. 3700 N. Classen Blvd., Ste. 240 Oklahoma City, OK 73118 Business Description: YCO Foster Care Inc. is a provider of therapeutic foster care services. The Company is the fee simple owner of a property located at 3304 E. 3rd Street Tulsa, Oklahoma valued at $140,000. Chapter 11 Petition Date: August 27, 2019 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Case No.: 19-13511 Judge: Hon. Janice D. Loyd Debtor's Counsel: Gary D. Hammond, Esq. MITCHELL & HAMMOND 512 NW 12th Street Oklahoma City, OK 73103 Tel: (405) 216-0007 Fax: 405-232-6358 E-mail: gary@okatty.com Total Assets: $190,550 Total Liabilities: $1,226,344 The petition was signed by Robert Lobato, owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/okwb19-13511.pdf [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re David Leonard Banbury Bankr. N.D. Cal. Case No. 19-30880 Chapter 11 Petition filed August 21, 2019 represented by: Arasto Farsad, Esq. FARSAD LAW OFFICES E-mail: FarsadECF@gmail.com In re Milton Ocasio Bankr. M.D. Fla. Case No. 19-05492 Chapter 11 Petition filed August 20, 2019 Filed Pro Se In re Chad Roy Clinkingbeard Bankr. D. Kan. Case No. 19-11605 Chapter 11 Petition filed August 21, 2019 represented by: by Nicholas R. Grillot, Esq. HINKLE LAW FIRM, LLC E-mail: ngrillot@hinklaw.com In re Rojo Property Solutions, LLC Bankr. D. Kan. Case No. 19-11606 Chapter 11 Petition filed August 21, 2019 See http://bankrupt.com/misc/ksb19-11606.pdf represented by: Nicholas R. Grillot, Esq. HINKLE LAW FIRM, LLC E-mail: ngrillot@hinklaw.com In re 121 Petticoat Hill LLC Bankr. E.D.N.Y. Case No. 19-45017 Chapter 11 Petition filed August 21, 2019 See http://bankrupt.com/misc/nyeb19-45017.pdf represented by: Melissa A. Pena, Esq. NORRIS MCLAUGHLIN, P.A. E-mail: mapena@nmmlaw.com mapena@norris-law.com In re Edward Melhem Bankr. E.D. Pa. Case No. 19-15227 Chapter 11 Petition filed August 21, 2019 Filed Pro Se In re Altizer Properties & Investments, LLC Bankr. W.D. Va. Case No. 19-71108 Chapter 11 Petition filed August 21, 2019 See http://bankrupt.com/misc/vawb19-71108.pdf represented by: Robert Tayloe Copeland, Esq. COPELAND LAW FIRM, P.C. E-mail: rtc@rcopelandlaw.com brw@rcopelandlaw.com In re MDM Holdings, Inc. Bankr. N.D. Ala. Case No. 19-82531 Chapter 11 Petition filed August 22, 2019 See http://bankrupt.com/misc/alnb19-82531.pdf represented by: Tazewell T. Shepard, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. Email: taze@ssmattorneys.com In re Salomon Israel Bankr. D.N.J. Case No. 19-26206 Chapter 11 Petition filed August 22, 2019 represented by: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS E-mail: dstevens@scuramealey.com In re Brighton 2934A Inc. Bankr. E.D.N.Y. Case No. 19-45040 Chapter 11 Petition filed August 22, 2019 Filed Pro Se In re Building 219 Corp. Bankr. E.D.N.Y. Case No. 19-45044 Chapter 11 Petition filed August 22, 2019 Filed Pro Se In re Fred Moore and Pamela Moore Bankr. E.D. Tex. Case No. 19-42278 Chapter 11 Petition filed August 22, 2019 represented by: Eric A. Liepins, Esq. E-mail: eric@ealpc.com In re Powers M.E.P. Group, Inc. Bankr. E.D. Tex. Case No. 19-42279 Chapter 11 Petition filed August 22, 2019 See http://bankrupt.com/misc/txeb19-42279.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re 225 Light House LLC Bankr. D. Md. Case No. 19-21301 Chapter 11 Petition filed August 23, 2019 See http://bankrupt.com/misc/mdb19-21301.pdf represented by: Steven H. Greenfeld, Esq. COHEN, BALDINGER & GREENFELD, LLC E-mail: steveng@cohenbaldinger.com In re Mayberry's LLC Bankr. D. Nev. Case No. 19-15437 Chapter 11 Petition filed August 23, 2019 See http://bankrupt.com/misc/nev19-15437.pdf represented by: Seth D. Ballstaedt, Esq. THE BALLSTAEDT LAW FIRM E-mail: help@bkvegas.com In re HQ Prime, LLC Bankr. N.D. Tex. Case No. 19-32788 Chapter 11 Petition filed August 22, 2019 See http://bankrupt.com/misc/txnb19-32788.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re The Granberry Family Trust Bankr. E.D. Va. Case No. 19-73159 Chapter 11 Petition filed August 23, 2019 Filed Pro Se In re Winnie R. Toler Bankr. M.D. Tenn. Case No. 19-05428 Chapter 11 Petition filed August 23, 2019 represented by: LEFKOVITZ AND LEFKOVITZ, PLLC E-mail: slefkovitz@lefkovitz.com In re Kim Gordon McNulty and Melissa Amanda McNulty Bankr. C.D. Cal. Case No. 19-19999 Chapter 11 Petition filed August 26, 2019 represented by: Matthew D. Resnik, Esq. RESNIK HAYES MORADI LLP E-mail: matt@rhmfirm.com In re John J. Denisco Bankr. M.D. Fla. Case No. 19-08076 Chapter 11 Petition filed August 26, 2019 represented by: David W. Steen, Esq. DAVID W STEEN, P.A. E-mail: dwsteen@dsteenpa.com In re Steven John Bransfield, Jr. Bankr. S.D. Fla. Case No. 19-21442 Chapter 11 Petition filed August 26, 2019 represented by: Aaron A. Wernick, Esq. E-mail: awernick@furrcohen.com In re TCN Liberty Management Inc. Bankr. E.D.N.Y. Case No. 19-45129 Chapter 11 Petition filed August 26, 2019 See http://bankrupt.com/misc/nyeb19-45129.pdf represented by: Ilevu Yakubov, Esq. LAW OFFICE OF ILEVU YAKUBOV E-mail: leo@yakubovlaw.com In re Costello Industries, Inc. Bankr. W.D. Pa. Case No. 19-23365 Chapter 11 Petition filed August 26, 2019 See http://bankrupt.com/misc/pawb19-23365.pdf represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG E-mail: chris.frye@steidl-steinberg.com kenny.steinberg@steidl- steinberg.com In re 2ndCh, LLC Bankr. W.D. Tex. Case No. 19-11127 Chapter 11 Petition filed August 26, 2019 See http://bankrupt.com/misc/txwb19-11127.pdf represented by: Kell C. Mercer, Esq. KELL C. MERCER, P.C. E-mail: kell.mercer@mercer-law-pc.com In re Global Realty Management Inc. Bankr. E.D. Va. Case No. 19-12812 Chapter 11 Petition filed August 26, 2019 Filed Pro Se In re Mark Nathan O'Bryant Bankr. N.D. Ala. Case No. 19-41429 Chapter 11 Petition filed August 27, 2019 represented by: Tameria S. Driskill, Esq. E-mail: tsdriskill@aol.com In re Lucia Kai Leung Bankr. C.D. Cal. Case No. 19-20123 Chapter 11 Petition filed August 27, 2019 represented by: Nicholas W. Gebelt, Esq. E-mail: ngebelt@goodbye2debt.com In re Bryan Cabinet Installation, Inc. Bankr. E.D. Cal. Case No. 19-90783 Chapter 11 Petition filed August 27, 2019 See http://bankrupt.com/misc/caeb19-90783.pdf represented by: David C. Johnston, Esq. In re Kansas Downtown Properties LLC Bankr. D. Kan. Case No. 19-21823 Chapter 11 Petition filed August 27, 2019 See http://bankrupt.com/misc/ksb19-21823.pdf represented by: Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. E-mail: Cgotham@emlawkc.com In re Kansas City Kansas Properties LLC Bankr. D. Kan. Case No. 19-21824 Chapter 11 Petition filed August 27, 2019 See http://bankrupt.com/misc/ksb19-21824.pdf represented by: Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. E-mail: Cgotham@emlawkc.com In re Cheeseboy, LLC Bankr. D. Mass. Case No. 19-30675 Chapter 11 Petition filed August 27, 2019 See http://bankrupt.com/misc/mab19-30675.pdf represented by: Steven Weiss, Esq. SHATZ, SCHWARTZ & FENTIN, P.C. E-mail: sweiss@ssfpc.com In re Jeffrey D. Menoff and Lori L. Menoff Bankr. W.D.N.Y. Case No. 19-11693 Chapter 11 Petition filed August 27, 2019 represented by: Daniel F. Brown, Esq. ANDREOZZI BLUESTEIN LLP E-mail: dfb@andreozzibluestein.com In re Nur Alam Bankr. W.D. Tex. Case No. 19-52030 Chapter 11 Petition filed August 27, 2019 represented by: Albert William Van Cleave, III, Esq. LAW OFFICES OF ALBERT W. VAN CLEAVE III E-mail: vancleave-legal@sbcglobal.net ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. 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