/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190902.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 2, 2019, Vol. 23, No. 244 Headlines 01 BH PARTNERSHIP: Seeks to Hire Mark E. Goodfriend as Counsel 120 CHESTER STATION: Court Approves Disclosure Statement ABEINSA HOLDING: RSI Dispute vs Drivetrain Withdrawn From Mediation ACTION MD: Seeks to Hire Quilling Selander as Counsel ADAMIS PHARMACEUTICALS: Appoints Two Independent Directors ADAMIS PHARMACEUTICALS: Posts $7.73 Million 2nd Quarter Net Loss AEGERION PHARMACEUTICALS: To Seek OK of Amryt Pharma Plan Thursday AGPB LLC: Court Conditionally Approves Disclosure Statement ALL CARE CONSULTANTS: Sept. 19 Hearing on Disclosure Statement ALLPRO MANUFACTURING: Hires Murray R. Novy as Enrolled Agent ALPINE 4 TECHNOLOGIES: Creates New Class C Common Stock ALTA MESA: Posts $7.74 Million Net Income in Second Quarter ANNALY CAPITAL: Egan-Jones Lowers Senior Unsecured Ratings to B+ ANTHONY DIAZ: IRS Seeks Conversion of Chapter 11 Case to Chapter 7 AVENUE STORES: Hires Configure Partners as Investment Banker AVENUE STORES: Hires Prime Clerk as Administrative Advisor AVENUE STORES: Seeks to Hire Young Conaway as Legal Counsel AVINGER INC: Amends Officer and Director Share Purchase Plan AVINGER INC: Closes $4.5 Million Equity Offering AVINGER INC: May Issue 844,225 Additional Shares Under Plan AVINGER INC: Reports $5.54 Million Net Loss for Second Quarter B.L.E. INC: Seeks to Hire Harlow Adams as Counsel BLACKHAWK MINING: Prepackaged Plan Confirmed by Judge BRANDYWINE TRUST: Taps Theodora Oringher as Litigation Counsel BRIGGS & STRATTON: Egan-Jones Lowers Senior Unsecured Ratings to B BT PRIME: Court Narrows Claims in Clawback Suit vs BTP, et al. CARBUCKS OF CAROLINA: Nov. 15 Deadline to File Plan, Disclosures CBL & ASSOCIATES: Fitch Cuts LongTerm IDR to B-, Outlook Negative CENTURY ALUMINUM: Egan-Jones Lowers Senior Unsecured Ratings to B- CHARITY CHURCH: Hires American Appraisal as Appraiser CHARLES K. BRELAND: Loses Summary Judgment Bid vs Tax Commissioner CHARMING CHARLIE: Hilco Says Auction for IP Assets on Sept. 11 CHICAGO BOE: Fitch Hikes IDR to BB & Alters Outlook to Stable CHOICE BRANDS: Oct. 17 Hearing on Disclosure Statement CONCORD AUTO: Case Summary & 19 Unsecured Creditors CORUS ENTERTAINMENT: DBRS Confirms BB Rating, Trend Stable DETROIT PUBLIC: Moody's Ups Issuer Rating to Ba3, Outlook Stable DIXON MECHANICAL: Hires Melody D. Genson as Counsel DLJ INVESTMENTS: Hires Hilco Real Estate as Real Estate Advisor EAGLE ENTERPRISES: Seeks Court Approval to Hire Accountant EASTMAN KODAK: Widens Net Income to $201 Million in 2nd Quarter ENTERTAINMENT ONE: Moody's Reviews Ba3 CFR for Upgrade EXIDE TECHNOLOGIES: Court Dismisses West Salem Suit FANNIE MAE: Ordered to Modify its Executive Compensation Program FIELDPOINT PETROLEUM: Delays Filing of Second Quarter Form 10-Q FLEETSTAR LLC: Seeks to Hire Degan Blanchard as Special Counsel GEA SEASIDE: Hires Orlando Tax as Special Tax Counsel GOGO INC: Closes $30 Million Revolving Credit Facility GREENCURE HOLDING: Voluntary Chapter 11 Case Summary HERB PHILIPSON'S: Liquidation Sales at 3 Stores Approved HHH CHOICES: Court Denies S. Southard Bid to Withdraw Reference HOLDINGS OF SOUTH FLORIDA: Court Conditionally Approves Disclosures ICMFG & ASSOCIATES: BBG Bid for Adverse Inference vs M. Doyle Nixed IDATA MEDICAL: Seeks to Hire Scott W. Spradley as Attorney IN MARKETING: Sept. 9 Meeting Set to Form Creditors' Panel JACKSON OVERLOOK: Lender to Get Proceeds of Sale JADOOTV INC: Hires Chan Punzalan as Special Counsel JC LAUNDRY: Seeks to Hire Jacob Reich as Counsel JULIETTE FALLS: Seeks to Hire Richard A. Perry as Attorney KENNY STRANGE: Court Conditionally Approves Disclosure Statement LE JARDIN HOUSE: Taps McArdle Perez as Special Counsel LONGHORN JUNCTION: Seeks to Hire Hajjar Peters as Legal Counsel MARRONE BIO: Establishes $36.6 Million Financing Facility MARRONE BIO: Incurs $6.75 Million Net Loss in Second Quarter MARRONE BIO: Will Acquire Pro Farm Technologies MAXCOM USA: Drinker, Jewell Represent Ad Hoc Group of Noteholders MONITRONICS INT'L: Moody's Assigns Caa1 CFR, Outlook Stable MS SUPPLY & HOME: Case Summary & 20 Largest Unsecured Creditors NATIONAL RADIOLOGY: Files Chapter 11 Plan of Liquidation NAVAHO TOUR: Seeks to Hire Goldbach Law Group as Legal Counsel NELCO REALTY: Case Summary & 11 Unsecured Creditors NEWS-GAZETTE INC: Case Summary & 20 Largest Unsecured Creditors NIELSEN NV: Egan-Jones Lowers Senior Unsecured Ratings to B+ NOVASOM INC: Gets Court's Approval to Sell All Assets OCEANEERING INT'L: Moody's Lowers CFR to Ba2, Outlook Negative OMEROS CORP: Lowers Net Loss to $14.5 Million in Second Quarter OPEN ROAD: Files Chapter 11 Plan of Liquidation PADCO ENERGY: Court Affirms Denial of Case Bid to Transfer Suits PARKINSON SEED: Chapter 11 Trustee Objects to Disclosure Statement PIONEER ENERGY: Common Stock Will be Delisted from NYSE PROJECT BOOST: Fitch Assigns B LongTerm IDR, Outlook Stable PROJECT BOOST: Moody's Affirms B3 CFR, Outlook Stable PUGLIA ENGINEERING: Involuntary Chapter 11 Case Summary PURDUE PHARMA: $12-Billion Opioid Deal Requires Chapter 11 Filing R&G FOOD: Breached Employment Agreement with Ronda Sneva, Ct. Rules RAIT FINANCIAL: Case Summary & 4 Unsecured Creditors RAIT FINANCIAL: In Chapter 11 to Sell to Fortress for $174.4MM ROCKIES REGION: Court Approves Disclosure Statement ROYAL ALICE: Case Summary & 2 Unsecured Creditors SANTA FE IMPORTS: Voluntary Chapter 11 Case Summary SEARS HOLDINGS: Another 100 Stores Reportedly Slated for Closing SELECTA BIOSCIENCES: Timothy Springer Has 18.7% Stake as of Aug. 20 SEVEN COUNTIES: Can't Avoid State Pension, KY High Court Says SILICA HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to B SPANISH BROADCASTING: Posts $1.76 Million Net Loss in 2nd Quarter TECHNICAL COMMUNICATIONS: Borrows $300,000 from CEO TITUS INDUSTRIAL: Oct. 3 Hearing on Disclosure Statement TRECE CORP: Unsecured Creditors to Get Full Payment at 2.54% WEST COAST DISTRIBUTION: Case Summary & 20 Top Unsecured Creditors WEST VIRGINIA MINING: County Commission Suit Remanded XS RANCH FUND: Court Allows Melting Point Claim of $372K [*] Chapter 11 Plan Confirmation Easier for Small Biz Debtors [^] BOND PRICING: For the Week from August 26 to 30, 2019 ********* 01 BH PARTNERSHIP: Seeks to Hire Mark E. Goodfriend as Counsel -------------------------------------------------------------- 01 BH Partnership seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Mark E. Goodfriend as its legal counsel. The firm will provide these services in connection with the Debtor's Chapter 11 case: a. consult with the United States Trustee and Debtor concerning the administration of the case; b. investigate the Debtor's acts, conduct, assets, liabilities, financial condition, operation and other matters relevant to the case and to the formulation of its plan of reorganization; c. assist the Debtor in the preparation of reports, accounts, applications and orders involving bankruptcy law; d. evaluate claims and file objections if necessary; e. participate in the formulation of a disclosure statement and plan of reorganization and in the solicitation of votes on the plan; and f. represent the Debtor in proceedings or hearings before the bankruptcy court in matters related to the case. Goodfriend charges an hourly fee of $400. It received a retainer of $15,000, plus $1,717 for the filing fee. The firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark E. Goodfriend, Esq. Law Offices of Mark E. Goodfriend 16055 Ventura Boulevard, Suite 800 Encino, CA 91436 Tel: (818) 783-8866 Fax: (818) 783-5445 E-mail: markgoodfriend@yahoo.com About 01 BH Partnership 01 BH Partnership is the fee owner of a 1,087-square-foot family residence located at 1001 N. Beverly Glen Blvd., Los Angeles. It also owns 10 percent interests in 18 adjacent undeveloped, vacant lots. It previously sought bankruptcy protection (Bankr. C.D. Cal. Case No. 18-11040) on April 25, 2018. 01 BH Partnership again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11924) on July 31, 2019. At the time of the filing, the Debtor disclosed $245,000 in assets and $10,562,927 in liabilities. The case is assigned to Judge Maureen Tighe. The Law Offices of Mark E. Goodfriend is the Debtor's counsel. 120 CHESTER STATION: Court Approves Disclosure Statement -------------------------------------------------------- The Amended Disclosure Statement explaining the Chapter 11 Plan of 120 Chester Station Road, LLC, is approved. September 26, 2019 at 10:00 a.m. is fixed for the hearing on confirmation of the Plan to take place in Courtroom 3D of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770. September 19, 2019, is fixed as the last day for filing and serving written objections to confirmation of the Plan. September 19, 2019, is fixed as the last day of filing written acceptances or rejections of the Plan. Class 1: Administrative Expenses are impaired. Allowed Class 1 Claims shall be paid in full, in cash, on the latest of (a)the Effective Date, or (b) within thirty (30) days after such claim has become an Allowed Claim, or (c) a date agreed upon by the parties. A holder of a Class 1 Claim may agree to less favorable treatment. Class 6: Allowed Secured Claim of Shore United Bank (2nd Deed of Trust) are impaired. Class 6 shall be paid receive no payments from the Debtor until a closing on the sale of the Property. At closing, this Class will receive payment of all of the remaining sales proceeds after the satisfaction of the claims of Classes 1 though Class 5 and Class 7. This Class shall retain its lien until receipt of such payment. Class 8: General Unsecured Claims. Class 8, which consists of all general unsecured claims, shall receive, in full and final satisfaction of their claims against the Estate, a pro-rata distribution (including interest at the federal judgment rate, to the extent surplus funds are available) after payment in full of claims in Classes 1 through 7 and all costs and expenses of the administration of these proceedings. The claims in this Class consists of the disputed claim of Sunoco, L.L.C. in the sum of $844, 539, and a claim of Internal Revenue Service for $3,600. Payment to this Class will be made from the remaining proceeds of the sale of the Property after the satisfaction of all costs of sale, and the satisfaction in full, of all claims of Classes 1 through 7. Class 9: Equity Security Interests. Class 9, which consists of the membership interests in the Debtor. At the time of the commencement of this case, those interests were owned by Raza Mir, Mahmud Ashfaq and Asad Ali. After the payment of Allowed Claims in Classes 1 through 8 (or the reservation of funds sufficient to pay those claims in full), the holders of the Class 8 Equity Interests shall be paid their proportionate share of the remaining net sale proceeds realized from sale of the Property. The funds necessary to implement the Plan shall be generated from sale of the Property. A full-text copy of the Amended Disclosure Statement dated August 22, 2019, is available at https://tinyurl.com/y5l7pwxb from PacerMonitor.com at no charge. A full-text copy of the Amended Plan dated August 23, 2019, is available at https://tinyurl.com/yxwbl9sw from PacerMonitor.com at no charge. About 120 Chester Station Road 120 Chester Station Road, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-25967) on Dec. 4, 2018. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of$1 million to $10 million. The case is assigned to Judge Lori S. Simpson. Cohen Baldinger & Greenfeld, LLC, is the Debtor's counsel. ABEINSA HOLDING: RSI Dispute vs Drivetrain Withdrawn From Mediation ------------------------------------------------------------------- Chief Magistrate Judge Mary Pat Thynge recommends that the case captioned RIOGLASS SOLAR, INC., et al., Appellants, v. DRIVETRAIN, LLC, Appellee, C.A. No. 19-408-CFC (D. Del.) be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the Court. As a result of a process, mediation at this stage would not be a productive exercise, a worthwhile use of judicial resources nor warrant the expense of the process. The issues raised on appeal are primarily issues of law, subject to de novo review, and none of the parties involved in this appeal feel mediation will be fruitful. A copy of the Court's Recommendation dated March 29, 2019 is available at https://bit.ly/2UbA7iq from Leagle.com. Rioglass Solar Inc., Appellant, represented by Norman L. Pernick , Cole, Schotz, Meisel, Forman & Leonard, P.A. & Nicholas Jaison Brannick , Cole, Schotz, Meisel, Forman & Leonard, P.A. Drivetrain, LLC, as Litigation Trustee of the Trust, Appellee, represented by Robert J. Dehney, Morris, Nichols, Arsht & Tunnell LLP, Andrew R. Remming, Morris, Nichols, Arsht & Tunnell LLP & Matthew Talmo, Morris, Nichols, Arsht & Tunnell LLP. About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. They listed $1 billion to $10 billion in both assets and liabilities. Abener Teyma Hugoton General Partnership and five other entities filed separate Chapter 11 petitions on April 6, 2016; and Abengoa US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC, filed Chapter 11 petitions on April 7, 2016. The cases are consolidated under Lead Case No. 16-10790. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors of Abeinsa Holding Inc. and its affiliates to serve on the official committee of unsecured creditors. The Abeinsa Committee is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq.; and Hogan Lovells US LLP's Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane Johnson, Esq. Delaware Bankruptcy Judge Kevin J. Carey in December 2016 confirmed Abeinsa Holding Inc. and its affiliates' Chapter 11 plans. ACTION MD: Seeks to Hire Quilling Selander as Counsel ----------------------------------------------------- Action MD, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Quilling Selander Lownds Winslett & Moser, P.C., as counsel to the Debtor. Action MD requires Quilling Selander to: (a) furnish legal advice to the Debtor with regard to its powers, duties and responsibilities as Debtor-in- possession and the continued management of its affairs and assets under chapter 11; (b) prepare, for and on behalf of the Debtor, all necessary applications, motions, answers, orders, reports and other legal papers; (c) prepare a disclosure statement and plan of reorganization and other services incident thereto; (d) investigate and prosecute preference and fraudulent transfers actions arising under the avoidance powers of the Bankruptcy Code; and (e) perform all other legal services for the Debtor which may be necessary herein. Quilling Selander will be paid at these hourly rates: Attorneys $275 to $400 Associates $275 Paralegals $50 to $115 Quilling Selander will also be reimbursed for reasonable out-of-pocket expenses incurred. John Paul Stanford, a partner at Quilling Selander, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Quilling Selander can be reached at: John Paul Stanford, Esq. QUILLING SELANDER LOWNDS WINSLETT & MOSER, P.C. 2001 Bryan Street, Suite 1800 Dallas, TX 75201 Tel: (214) 880-1805 Fax: (214) 871-2111 About Action MD, LLC Action MD LLC is primarily engaged in renting and leasing real estate properties. Action MD, LLC, based in Lewisville, TX, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 19-42111) on Aug. 5, 2019. In the petition signed by Suleman Hashmi, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Brenda T. Rhoades oversees the case. John Paul Stanford, Esq., at Quilling Selander Lownds Winslett & Moser, P.C., serves as bankruptcy counsel. ADAMIS PHARMACEUTICALS: Appoints Two Independent Directors ---------------------------------------------------------- The board of directors of Adamis Pharmaceuticals Corporation increased the authorized number of directors constituting the Board and appointed Howard C. Birndorf and Roshawn Blunt as non-employee, independent members of the Board. Mr. Birndorf is a biotechnology entrepreneur and one of the founders of the biotech industry in San Diego, California. Mr. Birndorf co-founded the monoclonal antibody company Hybritech in 1978, which was subsequently acquired by Eli Lilly and Company in 1986. He has founded or co-founded a number of other companies including Gen-Probe, IDEC Pharmaceuticals (which merged with Biogen to form Biogen-Idec), and Ligand Pharmaceuticals. Mr. Birndorf was also involved in the formation of Gensia (Sicor), and was a director of Neurocrine Biosciences. He was the founder and co-chair of the Coalition for 21st Century Medicine and was a co-founder, chairman and chief executive officer of Nanogen, Inc. Mr. Birndorf received his B.A. in Biology from Oakland University, an M.S. in Biochemistry from Wayne State University, and has received honorary Doctor of Science degrees from Oakland University and Wayne State University. Ms. Blunt has more than 20 years of experience in the biopharmaceutical and medical device industries. In 2010, Ms. Blunt founded and currently is managing director of 1798 Consultants, which is a national healthcare consulting firm focused on educating and developing strategies for clients to address healthcare compliance, reimbursement, health policy and patient access issues. She began her pharmaceutical career at The Boston Consulting Group, working primarily on cases in the healthcare industry. She has held a variety of strategic reimbursement and commercialization positions of increasing importance at Amgen, Inc. including involvement in the marketing of Aranesp and acting as global government affairs director in the company's Washington DC office. Ms. Blunt was also the first global director of health economics and reimbursement for Biosense Webster, a Johnson & Johnson company. Prior to starting 1798 Consultants, she was vice president of strategy, planning, and communication at Long Beach Memorial Center and Miller Children's Hospital. Ms. Blunt graduated from Princeton University, where she received her A.B. from the Woodrow Wilson School of International and Public Policy. She earned her M.B.A. from Kellogg School of Management at Northwestern University. Mr. Birndorf and Ms. Blunt have been appointed to the Nominating and Governance Committee, Compensation Committee, and Audit Committee of the Board. In connection with their appointment as directors of the Company, each of Mr. Birndorf and Ms. Blunt was granted a stock appreciation right. Each SAR provides for a reference price equal to the fair market value of the common stock of the Company of the date of grant of the SAR, and a reference number of shares equal to 50,000 shares. The SAR vests monthly in equal installments over a period of three years from the grant date, subject to the recipient providing continuous service to the Company. The SAR has a term of seven years. The vested portion of the SAR may be exercised and settled only in cash. Upon settlement, the Company will pay to the recipient an amount of cash equal to the difference between the fair market value of the common stock on the date of exercise and the initial reference price, multiplied by the number of shares as to which the SAR is being exercised. In the event of a change of control of the Company before the SAR is fully vested, vesting is accelerated. In the event of the recipient's termination of continuous service to the Company, the SAR is exercisable for 12 months after the date of termination of service. Pursuant to the Company's policies regarding compensation for non-employee directors, each of Mr. Birndorf and Ms. Blunt will be entitled to receive directors fees pursuant to the Company's policies for non-employee directors. Each director is also entitled to reimbursement of reasonable expenses incurred in connection with Board-related activities. Each such director will also enter into the Company's form of indemnification agreement for directors. Resignation of Directors On Aug. 25, 2019, Robert Rothermel, a director of the Company and a member of the Audit Committee, Compensation Committee and Nominating and Governance Committee, notified the Company that for personal reasons, effective as of the close of business on Aug. 26, 2019, he was resigning as a director of the Company and all subsidiaries, and that his resignation was not because of any disagreement with the Company on any matter relating to the Company's operations, policies, practices or financial statements. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease and allergy. The Company's Symjepi (epinephrine) Injections 0.3mg and 0.15mg were approved for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis recently announced a distribution and commercialization agreement with Sandoz, a division of Novartis Group, to market Symjepi in the U.S. Adamis is developing additional products, including the company's ZIMHI naloxone injection product candidate for the treatment of opioid overdose, and a metered dose inhaler and dry powder inhaler product candidates for the treatment of asthma and COPD. The company's subsidiary, U.S. Compounding, Inc., compounds sterile prescription drugs and certain nonsterile drugs for human and veterinary use, to patients, physician clinics, hospitals, surgery centers and other clients throughout most of the United States. Adamis incurred a net loss of $39 million in 2018, following a net loss of $25.53 million in 2017. As of March 31, 2019, Adamis had $52.66 million in total assets, $12.88 million in total liabilities, and $39.77 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2007, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Posts $7.73 Million 2nd Quarter Net Loss ---------------------------------------------------------------- Adamis Pharmaceuticals Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $7.73 million on $5.76 million of net revenue for the three months ended June 30, 2019, compared to a net loss of $9.70 million on $3.92 million of net revenue for the three months ended June 30, 2018. The increase in revenue was primarily attributable to continued growth in sales of US Compounding's sterile pharmaceutical products and manufacturing revenue relating to the non-retail launch of SYMJEPI. For the six months ended June 30, 2019, the Company reported a net loss of $16.62 million on $10.67 million of net revenue compared to a net loss of $17.32 million on $7.09 million of net revenue for the same period last year. As of June 30, 2019, the Company had $47.08 million in total assets, $13.28 million in total liabilities, and $33.80 million in total stockholders' equity. Selling, general and administrative expenses during the second quarter of 2019 decreased 12.7% from the first quarter of 2019 (approximately $7.0 million and $8.0 million, respectively). This decrease was mostly the result of restructuring, including reductions of personnel, at USC. Research and development expenses were approximately $2.8 million for the second quarter of 2019 compared to approximately $2.2 million in the first quarter of 2019; however, R&D expenses decreased 41.2% from the same quarter in 2018. The Company anticipates that R&D expenses will decrease in the second half of 2019. Cash and equivalents at the end of the second quarter was approximately $4.1 million, and net proceeds from the firm commitment underwritten public offering transaction were approximately $12.7 million. The Company's goal for the second half of 2019 is to keep cash expenditures, that is, cash used in operating and investing activities, in the range of $7 - 8 million. If the Company meets its spending goals for the remainder of 2019, it should represent a reduction of approximately 37% from the net cash used in operating and investing activities for the comparable period of 2018. Dr. Dennis J. Carlo, president and chief executive officer of Adamis Pharmaceuticals, stated, "I believe the most significant event in the second quarter was Sandoz's full launch of our SYMJEPITM epinephrine injection product in the U.S. The retail launch in July, made both doses of SYMJEPI available for patients and caregivers. With shortages in the market over the last year, we hope SYMJEPI can help meet the demand for this potentially lifesaving drug. We also are looking forward to a potential FDA approval for our ZIMHITM naloxone injection product candidate. If approved, we hope to be in position to assist in the effort to combat the ongoing public health crisis of opioid overdose." "Also noteworthy was the recent resolution of all the outstanding patent litigation relating SYMJEPI and ZIMHI. In addition, by closing the public offering that we announced last week, we added additional cash to our balance sheet to provide the necessary runway to give the company the best chance to achieve some of our near-term goals and the potential for revenue growth from SYMJEPI and our U.S. Compounding division to reach levels that could bring us to our goal of profitability." Other Developments On July 18, 2019, Adamis announced it had settled all pending litigation with kaleo Inc. As part of the settlement the parties agreed to voluntarily dismiss both the pending patent and trademark cases. Furthermore, kaleo agreed not to bring future action against Adamis relating to ZIMHI so long as Adamis does not reference kaleo's product in a future filing with the FDA. In turn, Adamis agreed not to bring future action against kaleo for acts that occurred prior to the settlement. On July 24, 2019, the company announced it had settled all pending litigation with Belcher Pharmaceuticals regarding certain Belcher patents relating to methods of preparing epinephrine. As part of the settlement Belcher provided Adamis a worldwide, non-exclusive, fully paid-up, royalty-free license for certain patent claims relating to SYMJEPI and agreed not to bring future action against Adamis relating to ZIMHI. In exchange Adamis agreed to voluntarily withdraw both the patent case in Florida and the IPR filed with the United States Patent and Trademark Office. Targeted Milestones for Remainder of 2019 * Growth in sales of the SYMJEPI in the U.S. * FDA approval for ZIMHI * Commercial partner for ZIMHI * Commercial partners for SYMJEPI for territories outside of the U.S. * US Compounding begins to contribute cash to Adamis A full-text copy of the Form 10-Q is available for free at: https://is.gd/9cTBop About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease and allergy. The Company's Symjepi (epinephrine) Injections 0.3mg and 0.15mg were approved for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis recently announced a distribution and commercialization agreement with Sandoz, a division of Novartis Group, to market Symjepi in the U.S. Adamis is developing additional products, including the company's ZIMHI naloxone injection product candidate for the treatment of opioid overdose, and a metered dose inhaler and dry powder inhaler product candidates for the treatment of asthma and COPD. The company's subsidiary, U.S. Compounding, Inc., compounds sterile prescription drugs and certain nonsterile drugs for human and veterinary use, to patients, physician clinics, hospitals, surgery centers and other clients throughout most of the United States. Adamis incurred a net loss of $39 million in 2018, following a net loss of $25.53 million in 2017. As of March 31, 2019, Adamis had $52.66 million in total assets, $12.88 million in total liabilities, and $39.77 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2007, issued a "going concern" qualification in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018. The auditors noted that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AEGERION PHARMACEUTICALS: To Seek OK of Amryt Pharma Plan Thursday ------------------------------------------------------------------ Novelion Therapeutics Inc. (NVLN) said that its subsidiaries Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., did not receive any superior alternative transaction proposals and thus will seek confirmation of a plan that's based on a deal with Amryt Pharma Plc at a hearing on Sept. 5, 2019. On May 20, 2019, (i) Aegerion Pharmaceuticals, Inc. and Aegerion Pharmaceuticals Holdings, each a subsidiary of the Company, filed voluntary petitions under chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York and (ii) Aegerion entered into a Plan Funding Agreement with Amryt Pharma Plc as Plan Investor setting forth the terms and conditions of the acquisition by the Plan Investor of 100% of the outstanding equity interests of the reorganized Aegerion Pharmaceuticals, Inc. On Aug. 22, 2019, each of the three classes of creditors entitled to vote on Aegerion's chapter 11 plan voted to accept the plan. There is a hearing scheduled for Sept. 5, 2019 at which Aegerion will seek an order of the Bankruptcy Court confirming the chapter 11 plan and authorizing Aegerion to close on the transactions contemplated thereunder. Further, on August 22, 2019, the "go-shop" period established pursuant to the terms of the Plan Funding Agreement expired. During the "go shop" period, Aegerion did not receive any superior alternative transaction proposals. Novelion Updates Novelion also announced Aug. 30 that it has received a notice from the Nasdaq Hearings Panel granting a 15-calendar day stay, until Sept. 12, 2019, of the delisting of the Company's common stock from The Nasdaq Stock Market in response to the Company's request for a hearing. Upon expiration of the stay period, the Company's common stock will be suspended from trading unless the Panel extends the stay of delisting pending the hearing. The hearing is currently scheduled for October 3, 2019. Meanwhile, as a result of the Aegerion bankruptcy proceedings, Novelion analyzed and evaluated the appropriate accounting treatment of its investment in Aegerion and concluded that Aegerion's financials should be deconsolidated from the Company's financial statements (the "Deconsolidation"), commencing with the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019. The Company is diligently proceeding with its accounting efforts to effect the Deconsolidation and intends to file its Form 10-Q and related filings as soon as that work has been completed, which the Company currently expects will be in the fourth quarter of 2019. About Aegerion Pharmaceuticals Aegerion Pharmaceuticals is a global biopharmaceutical company dedicated to developing and commercializing therapies that deliver new standards of care for people living with rare diseases. With a global footprint and an established commercial portfolio, including MYALEPT (metreleptin) and JUXTAPID (lomitapide), the Company's business is supported by differentiated treatments that treat severe and rare diseases. On Nov. 29, 2016, Aegerion entered into a merger transaction with non-debtor Novelion Therapeutics Inc. (formerly QLT Inc.), a publicly traded company formed under the laws of the Province of British Columbia. As a result of that transaction, Aegerion became an indirect wholly owned subsidiary of Novelion. Aegerion Pharmaceuticals, Inc., and U.S. affiliate Aegerion Pharmaceuticals Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-11632) on May 20, 2019. The Lead Debtor estimated $100 million to $500 million in assets and the same range of liabilities as of the bankruptcy filing. The Hon. Martin Glenn is the case judge. The Debtors tapped Willkie Farr & Gallagher LLP as legal advisor; Moelis & Company LLC as financial and restructuring advisor; AP Services, LLC as financial advisor and chief restructuring officer; and Prime Clerk LLC as claims and noticing agent and administrative advisor. The ad hoc group of convertible noteholders tapped Latham & Watkins LLP and King & Spalding LLP as legal advisors; and Ducera Partners LLC as financial advisor. The U.S. Trustee for Region 2 on May 29, 2019, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. The Committee tapped Kenneth H. Eckstein, Esq., Rachael L. Ringer, Esq., and Priya K. Baranpuria, at Kramer Levin Naftalis & Frankel LLP, in New York. AGPB LLC: Court Conditionally Approves Disclosure Statement ----------------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of AGPB, LLC, is conditionally approved. The hearing on final approval of the Disclosure Statement and confirmation of the Plan has been set on October 3, 2019 at 10:30 a.m., in United States Bankruptcy Court Courtroom B, 8th Floor 1515 North Flagler Drive West Palm Beach, Florida 33401. The last day for filing and serving objections to final approval of the Disclosure Statement is on September 30, 2019. A full-text copy of the Disclosure Statement dated August 19, 2019, is available at https://tinyurl.com/y3qbghk8 from PacerMonitor.com at no charge. About AGPB LLC AGPB, LLC, which conducts business under the name, is a full-service printing and marketing company in Palm Beach Gardens, Florida. The company -- https://www.alphagraphics.com/ -- offers printing on apparel, textile products, glass, metals, papers and more. AGPB filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-23206) on Oct. 24, 2018. In the petition signed by Timothy J. Kerbs, president and manager, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Erik P. Kimball presides over the case. Malinda L. Hayes, Esq., at Markarian & Hayes, is the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of AGPB, LLC as of Dec. 3, according to a court docket. ALL CARE CONSULTANTS: Sept. 19 Hearing on Disclosure Statement -------------------------------------------------------------- The Court has set a hearing to consider approval of the Disclosure Statement explaining the small business Chapter 11 plan of All Care Consultants Inc. for September 19, 2019 at 10:30 a.m., in United States Bankruptcy Court, 1515 North Flagler Drive, Courtroom B, 8th Floor, West Palm Beach, Florida 33401. The last day for filing and serving objections to the Disclosure Statement is on September 12, 2019. Class 2 will consist of Allowed unsecured claims which are equal to or less than $3,500 as follows: Claim 8 Pitney Bowes $3,172 Bank of America-5206 438 Bank of America-1062 496 Bank of America-2714 3,496 Fedex 500 Iron Mountain 833 Staples 458 The Guardian 415 Toshiba 182 ------ $9,993 The Debtor will pay Class 2 creditors ten percent (10%) of their claims on the Effective Date. A full-text copy of the Disclosure Statement dated August 16, 2019, is available at https://tinyurl.com/yyjrxdfq from PacerMonitor.com at no charge. Attorney for Debtor: Susan D. Lasky, Esq. 320 SE 18 Street Fort Lauderdale, FL 33316 Phone: (954) 400-7474 Fax: (954) 206-0628 Email: ECF@suelasky.com About All Care Consultants Inc. Based in Boca Raton, Fla., All Care Consultants, Inc. filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case no. 19-15309) on April 24, 2019, listing under $1 million in both assets and liability. Judge Erik P. Kimball presides over the case. Susan D. Lasky, Esq., at Sue Lasky, PA, represents the Debtor as counsel. ALLPRO MANUFACTURING: Hires Murray R. Novy as Enrolled Agent ------------------------------------------------------------ Allpro Manufacturing, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Murray R. Novy & Co., as enrolled agent to the Debtor. Allpro Manufacturing requires Murray R. Novy to assimilate the data necessary to prepare the Corporate Tax Return, Franchise Tax Returns and any other business services directly related to the bankruptcy proceedings. Murray R. Novy will be paid a flat fee of $4,000 for preparing the corporate Tax Return, and a $425 flat fee for franchise tax returns. The Firm will be paid $325 per hour for any additional consultation services. Murray R. Novy will also be reimbursed for reasonable out-of-pocket expenses incurred. Murray R. Novy, partner of Murray R. Novy & Co., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Murray R. Novy can be reached at: Murray R. Novy MURRAY R. NOVY & CO. 3900 Essex Lane Suite 540 Houston, TX 77027 Tel: (713) 623-4192 About Allpro Manufacturing Houston-based Allpro Manufacturing, Inc., makes custom lead products including lead roof fishings, fittings, pipe, castings, shielding and other specialty products. It conducts business under the name Lead Products Co. Allpro Manufacturing filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-33368)on June 17, 2019. In the petition signed by Cary Ostera, president, the Debtor disclosed $760,101 in assets and $1,136,156 in liabilities. The Law Office of Margaret M. McClure is the Debtor's counsel. ALPINE 4 TECHNOLOGIES: Creates New Class C Common Stock ------------------------------------------------------- The Board of Directors of Alpine 4 Technologies Ltd. unanimously adopted a resolution to amend and restate the Company's Certificate of Incorporation as amended to date to create a new class of common stock, the Class C Common Stock, and to make certain other changes to the capital structure of the Company, and approving the Amendment and recommending it to the shareholders of the Company for their approval. In lieu of holding a meeting, the Board of Directors determined to permit the Company's shareholders to vote by written consent. The Company filed a preliminary proxy statement in connection with the Amendment on June 14, 2019, amendments to the preliminary proxy statement on June 21 and 24, 2019, and a Definitive Proxy Statement on June 28, 2019. On July 12, 2019, the Company closed the voting period in connection with a proposed amendment to the Company's Certificate of Incorporation to create a new class of common stock titled Class C Common Stock, for which the Board of Directors solicited votes by written consent. In connection with the Written Consent, the Company's Board of Directors had approved an Amended and Restated Certificate of Incorporation to change the capital structure of the Company, and recommended the amendment to the shareholders of the Company. On July 12, 2019, the shareholders approved the filing of the Amended and Restated Certificate of Incorporation to change the capital structure of the Company. On Aug. 27, 2019, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware to change the capital structure of the Company and to file the Amendment. The Amendment became effective on the date of filing. The details relating to the specific changes made to the Company's Certificate of Incorporation were provided in the Company's Definitive Proxy Statement. On Aug. 29, 2019, the Company announced to its shareholders that its Board of Directors had previously declared a stock dividend to be issued to shareholders of the Company as of July 12, 2019, and that the dividend would be paid on Sept. 3, 2019. The dividend will consist of newly created shares of the Company's Class C Common Stock, consisting of 1 share of Class C common stock for every 10 shares of Class A common stock the shareholders owned as of July 12, 2019, the record date for the dividend. About Alpine 4 Technologies Alpine 4 Technologies Ltd. is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of Drivers, Stabilizers, and Facilitators. Alpine 4 is a holding company that owns five operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; American Precision Fabricators, Inc.; Morris Sheet Metal, Corp; and JTD Spiral, Inc. Alpine 4 is a technology company that primarily provides electronic contract manufacturing solutions in the Unites states. The report from the Company's independent accounting firm MaloneBailey, LLP, on the consolidated financial statements for the year ended Dec. 31, 2018, includes an explanatory paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $7.90 million in 2018 following a net loss of $2.99 million in 2017. As of June 30, 2019, the Company had $26.50 million in total assets, $41.32 million in total liabilities, and a total stockholders' deficit of $14.82 million. ALTA MESA: Posts $7.74 Million Net Income in Second Quarter ----------------------------------------------------------- Alta Mesa Holdings, LP filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $7.74 million on $126.04 million of total revenue for the three months ended June 30, 2019, compared to a net loss of $22.47 million on $66.45 million of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $16.97 million on $220.34 million of total revenue. For the period from Feb. 9, 2018, through June 30, 2018, the Company reported a net loss of $57.07 million on $100.34 million of total revenue. As of June 30, 2019, Alta Mesa had $999.74 million in total assets, $996.87 million in total liabilities, and $2.87 million in partners' capital. Alta Mesa stated," Our future drilling plans and capital budgets are subject to change based upon various factors, some of which are beyond our control, including drilling results, oil and gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, midstream availability, other working interest owner participation and regulatory matters. Any deferral of planned capital expenditures, particularly with respect to bringing new wells onto production, could reduce our anticipated production, revenue and cash flow, and may result in the expiry of certain leases. However, because a large percentage of our acreage is held by production, we can alter our drilling program to minimize the risk of losing significant acreage. "Although we are currently capitally constrained, we strive to maintain financial flexibility and, if available on terms we find acceptable, we may access the capital markets to facilitate our development program, to selectively expand our acreage position or to redesign our capital structure. If our operating cash flow is materially less than anticipated and other sources of capital are not available on acceptable terms, we may decide to curtail our capital spending which would have an adverse impact on our ability to develop our acreage as we would have otherwise planned. "With our $370.0 million borrowing base, we expected to operate 2 rigs during the remainder of 2019 to develop our assets, particularly to focus on testing the spacing patterns we believe to be optimal, and to continue executing our cost reduction strategies begun earlier in 2019. Prior to the August 2019 redetermination, we anticipated drilling and bringing online approximately 60 to 65 wells during 2019 while incurring approximately $140.0 million to $155.0 million of capital expenditures under a 2-rig program. We also expected that an additional $20.0 million to $30.0 million could be incurred for other non-operated projects, leasehold costs and capitalized workover activity. Following the redetermined borrowing base of $200 million in August 2019, we decided to operate 1 rig starting in September. We will continue to evaluate how much, if any, development is appropriate going forward. We do not expect our 2019 operating cash flow alone to provide sufficient proceeds to meet our 2019 capital expenditure levels and we would be required to utilize existing cash on hand. "As we execute our business strategy, we will monitor the capital resources available to meet future financial obligations and planned capital expenditures. We cannot provide assurance that operations and other needed capital will be available on acceptable terms, or at all, and our development pace may need to change based on our evolving liquidity profile." A full-text copy of the Form 10-Q is available for free at: https://is.gd/ty1enn About Alta Mesa Headquartered in Houston, Texas, Alta Mesa Holdings, LP -- http://www.altamesa.net/-- is an independent exploration and production company focused on the acquisition, development, exploration and exploitation of unconventional onshore oil and natural gas reserves in the eastern portion of the Anadarko Basin in Oklahoma. The Company was formed in 1987 as a private Texas limited partnership. Alta Mesa reported a net loss of $77.66 million for the year ended Dec. 31, 2017, compared to a net loss of $167.9 million for the year ended Dec. 31, 2016. For the period from Feb. 9, 2018, through Dec. 31, 2018, the Company reported a net loss of $2.07 billion. As of March 31, 2019, the Company had $949.39 million in total assets, $955.66 million in total liabilities, and a total partners' deficit of $6.27 million. * * * In June 2019, Moody's Investors Service downgraded Alta Mesa Holdings, LP's corporate family rating to Ca from Caa1, Probability of Default Rating to Ca-PD from Caa1-PD, and senior unsecured notes to Ca from Caa2. "These rating actions reflect the high likelihood of a potential debt restructuring in the near term," said Sajjad Alam, Moody's senior analyst. "The company has very limited liquidity cushion and is facing a potential financial covenant breach as early as June 30, 2019." ANNALY CAPITAL: Egan-Jones Lowers Senior Unsecured Ratings to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 20, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Annaly Capital Management Incorporated to B+ from BB-. Annaly Capital Management Incorporated is one of the largest mortgage real estate investment trusts. It is organized in Maryland with its principal office in New York City. The company borrows money, primarily via short term repurchase agreements, and reinvests the proceeds in asset-backed securities. ANTHONY DIAZ: IRS Seeks Conversion of Chapter 11 Case to Chapter 7 ------------------------------------------------------------------ The United States of America, on behalf of its agency, the Internal Revenue Service ("IRS"), which is a creditor and party in interest in the case captioned In re: Anthony Diaz, Chapter 11, Debtor, Case No. 2:17-bk-11328-mkn (Bankr. D. Nev.) moves to convert the case to chapter 7 pursuant for (1) the debtor's failure to file a tax return due after commencement of the case, and (2) the debtor's failure to propose or confirm a chapter 11 plan. The failure to file a tax return that comes due after commencement of a case is cause to convert from a case under chapter 11 to a case under chapter 7. Here, the Debtor has not filed his income tax return for 2017, which was due, after extension, on Oct. 15, 2018. This case has been pending for two years without a plan even being filed, let alone set for confirmation, and the failure to file or confirm a plan is cause for conversion. Consistent with section 1112(b)(1), it is the IRS' position that conversion to chapter 7 rather than dismissal is in the best interest of all creditors and the estate. Based on the foregoing and for cause established pursuant to 11 U.S.C. section 1112(b)(1), the IRS respectfully requests that this case be converted to a chapter 7 bankruptcy with appointment of a chapter 7 Trustee. A copy of the IRS' Motion is available at https://bit.ly/2NxfM5K from Leagle.com. ANTHONY DIAZ, Debtor, represented by MATTHEW L. JOHNSON , JOHNSON & GUBLER, P.C. Anthony Diaz filed for chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-11328) on March 21, 2017, and is represented by Matthew L. Johnson, Esq. of Johnson & Gubler, PC. AVENUE STORES: Hires Configure Partners as Investment Banker ------------------------------------------------------------ Avenue Stores, LLC and its debtors-affiliate seek authority from U.S. Bankruptcy Court for the District of Delaware (Delaware) to hire Configure Partners, LLC, as investment banker for the Debtors, nunc pro tunc to August 16, 2019. Services to be rendered by Configure Partners are: a. Restructuring Services. Configure will provide advice and assistance to the Debtors and act as investment banker to the Debtors in connection with analyzing, structuring, negotiating, and effecting any restructuring, reorganization, recapitalization, repayment or modification of all or a portion of the Debtors’ outstanding indebtedness. b. M&A Services. Configure will provide advice, assistance, and will act as an investment banker to the Debtors in connection with the possible Sale of the E-Commerce Business Assets, including: i. become familiar with and analyze, the business, operations, properties, financial condition, financial projections, and prospects of the Debtors; ii. advise the Debtors on the current state of the market; iii. assist and advise the Debtors in developing a general strategy for accomplishing a Transaction; iv. assist and advise the Debtors in implementing a Transaction, including advising the Debtors regarding tactics and strategies for negotiating with the Debtors' creditors and other stakeholders; v. assist and advise the Debtors in evaluating and analyzing a Transaction, including the Debtors' potential debt capacity in light of its projected cash flows, the value of the securities or debt instruments, if any, that may be issued in any such Transaction, and the range of values for the Debtors on a going-concern basis; vi. assist the Debtors in developing a list of potential sources for a Transaction and, at the Debtors' request, contact any and all potential sources and assist the Debtors in any negotiations with interested parties; vii. be available at the Debtors' request to meet with the Debtors' management, board of directors or appropriate committee thereof, creditor groups, or other parties, to discuss any Transaction; viii. prepare, along with the assistance of the Debtors, selected information, documents and other materials to create interest in and to consummate any Transaction; ix. participate in hearings before the Court in any proceeding relating to the services provided under the Engagement Letter; and x. render such other investment banking services as may from time to time be required to fulfill its obligation hereunder or as otherwise agreed upon between by Configure and the Debtors. Configure's compensation are: a. Monthly Fees: The Debtors shall pay Configure a monthly advisory fee in the amount of $50,000 per month, in cash, on the first day of each month during the term of the Engagement Letter; b. Transaction Fee: The Debtors shall pay Configure a transaction fee upon the consummation and closing of an M&A Transaction. Such payment shall be in cash at the closing of such Transaction directly out of the gross proceeds of the Transaction calculated as $700,000, plus 4.0% of the Aggregate Sales Consideration of such M&A Transaction in excess of $25,000,000; provided, however fifty percent (50%) of the first four Monthly Fees actually paid to Configure shall be credited once, without duplication, against any such M&A Transaction Fee that becomes payable to Configure; provided, further, however, to the extent that the M&A Transaction does not involve a Going Concern Transaction, the M&A Transaction Fee payable on account of such M&A Transaction shall be reduced to $200,000; provided, further, however, that one hundred percent (100%) of any Monthly Fees actually paid to Configure hereunder shall be credited once, without duplication, against any such Reducted M&A Transaction Fee that becomes payable to Configure. c. Restructuring Fee: Upon the consummation and closing of a Restructuring that involves a Going Concern Transaction, the Debtors shall pay Configure a restructuring fee equal to $700,000 plus 4% of the obligations subject to such Restructuring in excess of $25,000,000; provided, however, fifty percent of the first four Monthly Fees actually paid to Configure shall be credited once, without duplication, against any such Restructuring Fee that becomes payable to Configure; provided, further, however, to the extent that the Restructuring does not involve a Going Concern Transaction, the Restructuring Fee payable on account of such Restructuring Transaction shall be reduced to $200,000; provided, further, however, one hundred percent (100%) of any Monthly Fees actually paid to Configure hereunder shall be credited once, without duplication, against any such Reduced Restructuring Fee that becomes payable to Configure. d. Expense Reimbursement: In addition to any fees or other compensation that may be paid to Configure hereunder, whether or not any Transaction occurs, the Debtors shall reimburse Configure, promptly upon receipt of an invoice therefor, for all (a) reasonable and documented out-of-pocket expenses (including, without limitation, travel and lodging, meals, printing, data processing and subscription charges, research, database and similar information charges paid to third party vendors, telephone and facsimile charges, courier services and other reasonable and customary out-of-pocket expenditures) and (b) reasonable out-of-pocket fees and expenses of counsel. Additionally, the Company paid Configure an expense advance in the amount of $15,000 upon the execution of the Agreement which advance shall be applied to expenses incurred and payable under this paragraph. Jay C. Jacquin, managing partner of Configure Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Configure Partners can be reached at: Jay C. Jacquin CONFIGURE PARTNERS, LLC 3340 Peachtree Road Atlanta, GA 30326 Tel: (678) 723-4575 About Avenue Stores, LLC Headquartered in Rochelle Park, New Jersey, the Debtors are national specialty fashion retailers of women's plus-sized apparel, intimates, footwear, and accessories that is dedicated to providing real-sized women with modern and fashionable clothes at affordable prices. Avenue Stores, LLC, and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11842) on August 16, 2019. The petitions were signed by David Rhoads, chief financial officer. At the time of filing, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Betsy Lee Feldman at Young Conaway Stargatt & Taylor represents the Debtor as counsel. AVENUE STORES: Hires Prime Clerk as Administrative Advisor ---------------------------------------------------------- Avenue Stores, LLC and its debtors-affiliate seek authority from U.S. Bankruptcy Court for the District of Delaware (Delaware) to hire Prime Clerk LLC as the administrative advisor. Avenue requires Prime Clerk to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the United States Bankruptcy Court for the District of Delaware. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$170 Technology Consultant $35-$95 Analyst $35-$50 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About Avenue Stores, LLC Headquartered in Rochelle Park, New Jersey, the Debtors are national specialty fashion retailers of women's plus-sized apparel, intimates, footwear, and accessories that is dedicated to providing real-sized women with modern and fashionable clothes at affordable prices. Avenue Stores, LLC, and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11842) on August 16, 2019. The petitions were signed by David Rhoads, chief financial officer. At the time of filing, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Betsy Lee Feldman at Young Conaway Stargatt & Taylor represents the Debtor as counsel. AVENUE STORES: Seeks to Hire Young Conaway as Legal Counsel ----------------------------------------------------------- Avenue Stores, LLC and its debtors-affiliate seek authority from U.S. Bankruptcy Court for the District of Delaware (Delaware) to hire Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel for the Debtors. Avenue requires Young Conaway to: a. provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; b. prepare and pursue confirmation of a plan and approval of a disclosure statement; c. prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appear in Court and protecting the interests of the Debtors before the Court; and e. perform all other legal services for the Debtors that may be necessary and proper in these proceedings. The principal attorneys and paralegal designated to represent the Debtor and their hourly rates are: Robert S. Brady $975 Ryan M. Bartley $625 Andrew L. Magaziner $600 Ashley E. Jacobs $530 Allison S. Mielke $415 Betsy L. Feldman $340 Troy M. Bollman (paralegal) $285 Young Conaway received a retainer in the amount of $100,000 on July 11, 2019, in connection with the planning and preparation of initial documents and the firm's proposed postpetition representation of the Debtor. Robert S. Brady, Esq., a partner at Young Conaway, disclosed in court filings that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Brady disclosed that her firm has not agreed to a variation of its standard or customary billing arrangements for its employment with the Debtor, and that no Young Conaway professional has varied his rate based on the geographic location of the Debtor's bankruptcy case. The attorney also disclosed that the billing rates and material terms of Young Conaway's pre-bankruptcy engagement are the same as the rates and terms governing its proposed employment with the Debtor. Young Conaway can be reached through: Robert S. Brady, Esq. Andrew L. Magaziner, Esq. Ashley E. Jacobs, Esq. Allison S. Mielke, Esq. Betsy L. Feldman, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com amagaziner@ycst.com ajacobs@ycst.com amielke@ycst.com bfeldman@ycst.com About Avenue Stores, LLC Headquartered in Rochelle Park, New Jersey, the Debtors are national specialty fashion retailers of women's plus-sized apparel, intimates, footwear, and accessories that is dedicated to providing real-sized women with modern and fashionable clothes at affordable prices. Avenue Stores, LLC, and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11842) on August 16, 2019. The petitions were signed by David Rhoads, chief financial officer. At the time of filing, the Debtor estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Betsy Lee Feldman at Young Conaway Stargatt & Taylor represents the Debtor as counsel. AVINGER INC: Amends Officer and Director Share Purchase Plan ------------------------------------------------------------ The board of directors of Avinger, Inc. amended and restated the Company's previously adopted Officer and Director Share Purchase Plan to (i) increase the number of shares of the Company's common stock available for issuance under the Purchase Plan by 40,000 shares and (ii) clarify the definition of fair market value contained therein. The Purchase Plan provides for the optional purchase of shares of common stock, at their fair market value, by the Company's directors and executive officers, in accordance with their regular pay schedule. Purchases under the Purchase Plan will be funded using payroll deductions, which deductions will be used to purchase shares of fully vested common stock on the payment date when the cash compensation deducted would otherwise have been paid. About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices. Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of June 30, 2019, Avinger had $28.81 million in total assets, $18.89 million in total liabilities, and $9.92 million n total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AVINGER INC: Closes $4.5 Million Equity Offering ------------------------------------------------ Avinger, Inc. has closed an underwritten public offering of 3,813,559 shares of its common stock at a price of $1.18 per share, for total gross proceeds of approximately $4.5 million, before deducting underwriting discounts, commissions and other offering expenses payable by the Company. Additionally, the Company has granted the underwriters a 45-day option to purchase up to 572,033 additional shares to cover over-allotments, if any. The shares were offered pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission. A prospectus supplement and accompanying base prospectus relating to the offering were filed with the SEC and are available on the SEC's website at www.sec.gov. About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices. Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of June 30, 2019, Avinger had $28.81 million in total assets, $18.89 million in total liabilities, and $9.92 million n total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AVINGER INC: May Issue 844,225 Additional Shares Under Plan ----------------------------------------------------------- Avinger, Inc., filed with the Securities and Exchange Commission a Form S-8 registration statement to register an aggregate of 844,225 shares of common stock that are issuable under the Company's Amended and Restated 2015 Equity Incentive Plan and Amended and Restated Officer and Director Share Purchase Plan. The 804,225 Shares represent (i) an automatic annual increase of 4,225 shares on Jan. 1, 2019 to the number of shares of the Company's common stock reserved for issuance under, and which annual increase is provided for in, the 2015 Plan and (ii) an additional increase of 800,000 shares of common stock approved by the Company's stockholders on June 19, 2019. A full-text copy of the prospectus is available for free at: https://is.gd/Un8duT About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices. Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of June 30, 2019, Avinger had $28.81 million in total assets, $18.89 million in total liabilities, and $9.92 million n total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AVINGER INC: Reports $5.54 Million Net Loss for Second Quarter -------------------------------------------------------------- Avinger, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $5.54 million on $2.32 million of revenues for the three months ended June 30, 2019, compared to a net loss attributable to common stockholders of $6.63 million on $2.05 million of revenues for the three months ended June 30, 2018. Jeff Soinski, Avinger's president and CEO, commented, "We are excited to report significantly improved operating results driven by a 26% sequential increase in revenue and an improved gross margin. As we look forward to additional growth opportunities, we have made substantial progress on expanding our sales team with 26 sales professionals actively marketing our platform to centers across the United States, including increased coverage in the Southeast and Southwest sales territories. We expect to further expand our sales footprint and increase the number of active Lumivascular accounts throughout the remainder of the year along with the rollout of our Pantheris SV product. "We began treating patients in July with our new Pantheris SV platform at multiple key U.S. sites and are excited about the successful outcomes in our first cases. Pantheris SV is a complementary treatment which can be efficiently added to existing centers, enabling our sites to treat a greater share of their atherectomy patients using Avinger's best-in-class technology. We estimate this compelling platform will increase our available atherectomy market by as much as 50% annually, or approximately $180 million." For the six months ended June 30, 2019, the Company reported a net loss attributable to common stockholders of $11.49 million on $4.15 million of revenues compared to a net loss attributable to common stockholders of $22.54 million on $3.86 million of revenues for the same period during the prior year. As of June 30, 2019, Avinger had $28.81 million in total assets, $18.89 million in total liabilities, and $9.92 million n total stockholders' equity. As of June 30, 2019, the Company had cash and cash equivalents of $14.8 million and an accumulated deficit of $338.6 million, compared to cash and cash equivalents of $16.4 million and an accumulated deficit of $328.9 million as of Dec. 31, 2018. The Company expects to incur losses for the foreseeable future. The Company believes that its cash and cash equivalents of $14.8 million at June 30, 2019 and expected revenues and funds from operations will be sufficient to allow the Company to fund its current operations through at least the fourth quarter of 2019. "We do not know when or if our operations will generate sufficient cash to fund our ongoing operations. Additional debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any additional debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders and require significant debt service payments, which divert resources from other activities. Additional financing may not be available at all, or if available, may not be in amounts or on terms acceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our products and we may be required to significantly scale back our business and operations," Avinger said. As of June 30, 2019, Avinger had approximately 6.4 million shares of common stock, 44,745 shares of Series A preferred stock and 178 shares of Series B preferred stock outstanding. Each share of the Series A preferred stock is convertible into 50 shares of the Company's common stock at a conversion price of $20.00 per share. Each share of Series B preferred stock is convertible into approximately 250 shares of the Company's common stock at a conversion price of $4.00. A full-text copy of the Form 10-Q is available for free at: https://is.gd/xGKtAA About Avinger, Inc. Headquartered in Redwood City, California, Avinger -- http://www.avinger.com/-- is a commercial-stage medical device company that designs and develops the first-ever image-guided, catheter-based system that diagnoses and treats patients with peripheral artery disease (PAD). PAD is estimated to affect over 12 million people in the U.S. and over 200 million worldwide. Avinger is dedicated to radically changing the way vascular disease is treated through its Lumivascular platform, which currently consists of the Lightbox imaging console, the Ocelot family of chronic total occlusion (CTO) catheters, and the Pantheris family of atherectomy devices. Avinger reported a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018, compared to a net loss applicable to common stockholders of $48.73 million for the year ended Dec. 31, 2017. As of March 31, 2019, Avinger had $26.25 million in total assets, $12.97 million in total liabilities, and $13.27 million in total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 6, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. B.L.E. INC: Seeks to Hire Harlow Adams as Counsel ------------------------------------------------- B.L.E., Inc., seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Harlow Adams & Friedman, P.C., as counsel to the Debtor. B.L.E., Inc., requires Harlow Adams to: a. advise the Debtor regarding its rights, duties and powers as a debtor and a debtor-in-possession operating and managing its business and property; b. advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; c. review and advise the Debtor regarding the validity of liens asserted against the property of the Debtor; d. advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; e. prepare on behalf of the Debtor the necessary applications, motions, complaints, answers, pleadings, orders, notices, schedules, and other documents, as well as review all financial reports and other reports filed in this chapter 11 case; f. counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; and g. perform all other legal services for the Debtor which may be necessary in the chapter 11 case. Harlow Adams will be paid at these hourly rates: Partners $375 Associates $275 to $330 Paralegals $85 Harlow Adams will also be reimbursed for reasonable out-of-pocket expenses incurred. James M. Nugent, partner of Harlow Adams & Friedman, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Harlow Adams can be reached at: James M. Nugent, Esq. HARLOW ADAMS AND FRIEDMAN, P.C. One New Haven Ave. Milford, CT 06460 Phone: (203) 878-0661 E-mail: jmn@quidproquo.com About B.L.E. Inc. B.L.E., Inc., is in the business of commercial and industrial machinery and equipment (except automotive and electronic) repair and maintenance. The Company previously sought bankruptcy protection on Aug. 23, 2018 (Bankr. D. Conn. Case No. 18-51102) and Dec. 5, 2018 (Bankr. D. Conn. Case No. 18-51588). B.L.E., based in Stamford, CT, again filed a Chapter 11 petition (Bankr. D. Conn. Case No. 19-51059) on Aug. 7, 2019. In the petition signed by Adam H. Betts, president, the Debtor disclosed $585,767 in assets and $1,092,321 in liabilities. The Hon. Julie A. Manning oversees the case. James M. Nugent, Esq., at HARLOW, ADAMS & FRIEDMAN, P.C., represents the Debtor. BLACKHAWK MINING: Prepackaged Plan Confirmed by Judge ----------------------------------------------------- Blackhawk Mining LLC on Aug. 29, 2019, won Delaware court approval of its Modified Joint Prepackaged Plan of Reorganization. The Plan will eliminate more than 60% of Blackhawk's total debt and provide for more than $50 million in incremental liquidity. Under the Plan, Blackhawk's $639 million first-lien term loan will be discharged and lenders will receive 71 percent of the company's equity and a newly issued $375 million first-lien term loan. Blackhawk's $318 million second-lien term loan will also be discharged and lenders will receive 29% of the company's equity. Holders general unsecured claims are unaffected by the restructuring and will be paid in full in cash. The company is expected to emergence from bankruptcy as soon as early September. A copy of the Findings of Fact, Conclusions of Law, and Order Approving the Disclosure Statement and Confirming the Debtors' Modified Joint Prepackaged Plan of Reorganization dated Aug. 29, 2019, is available at: http://bankrupt.com/misc/Blackhawk_251_Plan_Ruling.pdf About Blackhawk Mining Founded in 2010, Blackhawk Mining LLC -- http://www.blackhawkmining.com/-- is a diversified coal mining company headquartered in Lexington, Kentucky. They are a privately-owned coal producer operating predominantly in the Central Appalachian Basin of the United States. They sell their coal production domestically and internationally to a diverse set of end markets, such as steel producers, regulated utilities, and commodity trading houses. On July 19, 2019, Blackhawk Mining and 21 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11595). The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Potter Anderson Corroon LLP as local counsel; and AlixPartners as restructuring advisor; and Centerview Partners LLC as investment banker. Prime Clerk LLC is the claims agent. BRANDYWINE TRUST: Taps Theodora Oringher as Litigation Counsel -------------------------------------------------------------- Brandywine Trust dated Aug. 15, 2015 seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Theodora Oringher PC as special litigation counsel. a. represent the Debtor in connection with District Court Litigation against UBS Financial and UBS Credit; b. advise the Debtor with respect to the substantive law surrounding the making and arranging of the Loan by IBS Financial as well as claims for fraud, negligent misrepresentation, breach of fiduciary duty and any related causes of action and/or defenses arising in the District Court Litigation Action; c. prepare pleadings, taking and defending depositions, and propounding and responding to written discovery, and representing the Debtor in any motions and other proceedings; d. prepare for and attend trial; and e. perform any other services which may be appropriate in the representation of the Debtor in the District Court Litigation. T/O's current hourly rates are: Todd C. Theodora, Senior Attorney $875 Gaurav Reddy, Senior Attorney $475 Practice Technology Professional $275 to $350 Paralegal $225 to $300 Todd C. Theodora, founding partner of the law firm of Theodora Oringher PC, attests that T/O is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Todd C. Theodora, Esq. Theodora Oringher PC 535 Anton Boulevard, Ninth Floor Costa Mesa, CA 92626-7109 Phone: 714-549-6200 Fax: 714-549-6201 About Brandywine Trust Brandywine Trust Dated Aug. 15, 2015, is a grantor trust in the business of building, developing and exploiting diversified assets. Formed in 2015, the trust's principal asset consists of 29,599,459 shares, representing a 23.8% interest in NextVR, a Delaware corporation. The trust's principal operating officer is the founder of Next. Brandywine Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-11381) on April 15, 2019. At the time of the filing, the Debtor estimated assets of between $50 million and $100 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Scott C. Clarkson. BRIGGS & STRATTON: Egan-Jones Lowers Senior Unsecured Ratings to B ------------------------------------------------------------------ Egan-Jones Ratings Company, on August 19, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Briggs & Stratton Corporation to B from BB-. EJR also downgraded the rating on commercial paper issued by the Company to C from A3. Briggs & Stratton Corporation designs, manufactures, markets, and services air cooled gasoline engines for outdoor power equipment. The Company's engines are aluminum-alloy gasoline engines ranging from three to 25 horsepower. Briggs & Stratton markets and services its products to original equipment manufacturers worldwide. BT PRIME: Court Narrows Claims in Clawback Suit vs BTP, et al. -------------------------------------------------------------- Bankruptcy Judge Frank J. Bailey grants in part and denies in part Defendants' motions to dismiss the case captioned BT Prime Ltd., Plaintiff, v. Boston Technologies Powered by Forexware LLC, f/k/a Forexware LLC, Currency Mountain Holdings Limited, f/k/a Forexware Malta Holdings Ltd., FXDirectDealer, LLC, and FXDD Malta Ltd., Defendants, Adversary Proceeding No. 16-1178 (Bankr. D. Mass.). By its 16-count complaint in this adversary proceeding, plaintiff and reorganized chapter 11 debtor BT Prime Ltd., formerly a currency trading business, seeks against the four defendants, each an affiliate of BT Prime, to avoid and recover fraudulent and preferential transfers, recover damages for breach of contract, conversion, and breach of fiduciary duty, and related relief. The adversary proceeding is before the Court on two motions to dismiss. The first is brought jointly by FXDD Malta Ltd. and Currency Mountain Holdings, Ltd., both Maltese entities; their motion seeks dismissal for lack of personal jurisdiction, failure to state a claim on which relief can be granted, and failure to plead fraud with particularity. The second, brought jointly by Boston Technologies Powered by Forexware LLC, f/k/a Forexware LLC both domestic entities, seeks dismissal for failure to state a claim on which relief may be granted. In Count III, against Forexware alone, the Debtor contends that as a result of Forexware's complete control over the Debtor, it owed fiduciary duties to the Debtor of care and loyalty and that it breached those duties, causing the Debtor losses and injury, for which the Debtor is now entitled to damages. Forexware argues that it owed the Debtor no fiduciary duties, and therefore Count III should be dismissed. The Debtor argues that, as it articulated in Count I, the first closing created a joint venture between the Debtor and Forexware; and, under Massachusetts law, a joint venture creates fiduciary duties between the parties, requiring the utmost good faith and loyalty. The Court agrees and for this reason finds that Count III states a plausible basis for the relief it seeks. In Count IV, the Debtor seeks a determination that Forexware breached the License Agreement by directing payments from the Debtor to itself to which it had no right under the License Agreement. Forexware argues that this count fails to state a claim on which relief can be granted because (i) the Complaint is silent as to what the Debtor's Monthly Net Revenues actually were and (ii) "Popescu himself set up the relationship between BTI and the Debtor in the fashion about which the Debtor now complains. . . and Forexware and the Debtor acted in precisely the manner contemplated by the License Agreement." This count states a simple claim for breach of contract, specifically of the License Agreement. As and because the License Agreement so provides, it is governed by Massachusetts law. The infirmities that Forexware would have me find are not infirmities at all. The Complaint alleges that Forexware was entitled to a certain amount but took more than it was entitled to. The Debtor need not quantify at this stage precisely how much Forexware was entitled to. It is irrelevant that Popescu may have established the license relationship between BTI and the Debtor that Forexware stepped into. And Forexware's contention that it took precisely what the License Agreement contemplated is simply a factual disagreement with the complaint. For purposes of a Rule 12(b)(6) motion, the Court must accept the facts as pled. Count IV does not fail to state a claim on which relief can be granted. In Count XVI, the U.S. Defendants argue that this count fails to state a claim on which relief can be granted because neither Forexware US nor FXDD US is or at any time was a custodian; nor does the Complaint even allege that either Forexware or FXDD US was a custodian. The Court agrees that the complaint does not expressly or in substance allege that one or more of the defendants was a custodian within the meaning of the Bankruptcy Code definition of that term, or a receiver, trustee, or assignee of the Debtor's assets for the benefit of creditors. The Debtor has not alleged facts on which Forexware, FXDD US, FXDD Malta, or CMH Malta might constitute a custodian under section 543(b). Recognizing this fact, the Debtor does not attempt to defend this count. Rather, the Debtor argues that the accounting demanded by this count is justified under Massachusetts law, and the Debtor states that it intends to amend the complaint to that end. In sum, the Defendants Motions to Dismiss will be granted only as to Count XVI, which will be dismissed as against all Defendants for failure to state a claim on which relief can be granted, and denied as to all other counts. A copy of the Court's Memorandum of Decision dated March 29, 2019 is available at https://bit.ly/2zpEZ9W from Leagle.com. Charles R. Bennett, Jr., Michael K. O'Neil, Murphy & King, Professional Corporation, Andrea MacIver, Boston, MA, for Plaintiff. Gregory M. Boucher, Steven C. Reingold, Saul Ewing Arnstein & Lehr LLP, Boston, MA, Paul W. Carey, John O. Mirick, Mirick, O'Connell, DeMallie & Lougee, LLP, Worcester, MA, Irene Costello, Stefan Savic, Shipkevich PLLC, for Defendants. About Prime Ltd. BT Prime Ltd. filed for chapter 11 bankruptcy protection on (Bankr. D. Mass. Case No. 15-10745) on March 2, 2015, with estimated assets and liabilities of $1 million to $10 million respectively. The petition was signed by George Alex Popescu, CEO. CARBUCKS OF CAROLINA: Nov. 15 Deadline to File Plan, Disclosures ---------------------------------------------------------------- The Bankruptcy Court firected Carbucks of Carolina, Inc., to file a Plan and Disclosure Statement on or before November 15, 2019. The Disclosure Statement shall, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre− and post−petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization. If the Disclosure Statement is timely filed, the Court shall review its adequacy. If the Disclosure Statement is found to be adequate, the Court shall enter an order of conditional approval, establishing pertinent deadlines and scheduling the Consolidated Hearing. If the Court determines that the Disclosure Statement does not contain adequate information, the Court shall schedule an expedited hearing to address the additional information that is required for the Court to enter an order conditionally approving the Disclosure Statement and scheduling a Consolidated Hearing. About Carbucks of Carolina Inc. Carbucks of Carolina, Inc. -- http://www.carbuckscorp.com/-- is a car and vehicle title loan company operating in Georgia, South Carolina, and Delaware, and nationally with its online title lending service. The company provides financing based on the value of its clients' cars, truck commercial vehicles, boats, and motorcycles. Carbucks of Carolina filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-06503) on July 10, 2019. In the petition signed by Philip Heitlinger, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Alberto F. Gomez Jr., Esq., at Johnson Pope Bokor Ruppel & Bums, LLP, represents the Debtor as counsel. CBL & ASSOCIATES: Fitch Cuts LongTerm IDR to B-, Outlook Negative ----------------------------------------------------------------- Fitch Ratings has downgraded the ratings of CBL & Associates Properties, Inc. (NYSE: CBL) and its operating partnership, CBL & Associates Limited Partnership, including the Long-Term Issuer Default Rating (IDR), to 'B-' from 'BB-'. The Rating Outlook is Negative. The downgrade of the IDR to 'B-' reflects Fitch's view that CBL's contingent liquidity has deteriorated to the point where the company financial metrics warrant comparison to the broader corporates universe versus REIT peers. REITs typically carry higher leverage for a given rating category than other industry groups, in part, due to the contingent liquidity (the ability to mortgage and or sell individual assets in the event of financial distress) provided by their real estate portfolios. CBL's capital access has also continued to deteriorate. The company's 2023 bond yields trade at a yield in the mid to high teens and the company's common stock is trading below $1, resulting in a modest (approximately $150 million) equity capitalization. Fitch expects the company's property-level fundamentals will continue to be pressured by exposure to weaker performing retailers, which will challenge the company to sustain its portfolio and performance metrics. The recent emergence of an activist investor in CBL's common stock has raised concerns regarding the potential for the company to adopt more aggressive financial policies. The Negative Outlook reflects Fitch's expectation that these trends will continue in the near-to-medium term, continuing to put pressure on CBL's cash flows and capital access. KEY RATING DRIVERS Deteriorating Capital Access: CBL has limited or no access to attractively priced unsecured bond capital or the public equity markets. Fitch views CBL's access to non-bank unsecured debt capital as poor when compared to peers when measured by existing bond yields. The company last accessed the bond market during September 2017, when it issued $225 million of 5.95% senior unsecured notes which mature in 2026. These bonds are currently trading at a yield of approximately 13%. Declining UA/UD: Fitch's estimate of unencumbered asset coverage of unsecured debt (UA/UD) is approximately 0.6x when applying a stressed 17.0% capitalization rate to Fitch's estimated pro forma unencumbered NOI at June 30, 2019, down from 0.8x for 3Q18, indicating insufficient unencumbered value coverage for unsecured bond holders. Many of CBL's most financeable unencumbered assets were contributed to the collateral pool for the company's recently secured credit facility. As a result, the restructuring of the facility weakened the company's unencumbered asset coverage of unsecured debt. REITs typically carry higher leverage for a given rating category than other industry groups, partly due to the contingent liquidity provided by their real estate portfolios. In general, secured debt financing availability for less productive malls has weakened materially, limiting the contingent liquidity provided by the company's unencumbered pool, which had a weighted average of $311 in sales per square foot at June 30, 2019. CMBS lenders have tightened class B mall underwriting standards to generally require tenant productivity in the low-to-mid $400 psf range. Activist Investor Concerns: The recent emergence of an activist investor has raised concerns regarding the potential for more aggressive financial policies. Exeter Capital has reportedly taken an approximate 6% stake in CBL's common shares. Fitch believes there is heightened potential CBL could adopt new financial policies which include a restructuring of the balance sheet through approaches potentially detrimental to the company's credit profile. Negative SSNOI Growth: Fitch expects CBL's portfolio operating metrics will deteriorate in the near term, with same-center NOI likely to decline at a mid to high single digit rate through the 2021 rating case projection period. Property-level performance has been weak, with declining occupancies, same store net operating income (SSNOI) and lease spreads. Performance has been impacted due to a continued challenging leasing environment for both anchor and inline tenants. Over the last 12 months CBL's yoy same-center mall occupancy declined by approximately 110 bps to 88.1% and mall same-center NOI was down 6.1% for the six months ended June 30, 2019. The company's stabilized mall same-center tenant sales per square foot was $381, up approximately 0.8% from June 30, 2018. Portfolio occupancy, which includes CBL's associated and community shopping centers, stood at 90.2% and total portfolio same store NOI was down 5.3% for the six months ended June 30, 2019. These are weak results when compared to mall peers, which have positive SSNOI growth and occupancies in the low to mid 90% range, on average. For the six months ended June. 30, 2019, leasing spreads, which include both new and renewal leases and are a leading indicator of future same-property NOI, were negative 7.1%. Fitch expects continued softness in the company's operating metrics as the prevailing headwinds for bricks and mortar retailers continue to negatively impact occupancy and leasing spreads for in-place tenants and new leases in the near term. Weaker Credit Metrics: Fitch expects that leverage (as measured by net debt to recurring operating EBITDA) will sustain in the mid-7.0x to 8x range, driven by negative mid to high single digit SSNOI growth over the projection period. CBL's LTM leverage was approximately 7.5x for the quarter ended June 30, 2019 up from the 7.0x range at Dec. 31, 2018 and the mid to high 6x range as of Dec. 31, 2017. When treating 50% of CBL's preferred stock as debt, leverage would be approximately 0.5x higher. Fitch expects fixed-charge coverage to sustain in the mid to high 1x range, down from approximately 1.9x for the TTM ended Dec. 31, 2018. Liquidity CBL's Base Case liquidity coverage of 0.6x is low. Assuming 80% of mortgage maturities are refinanced, liquidity coverage moves up to 1.2x, a manageable level. In most cases, CBL also has the option to surrender poorly performing properties to the lender and not repay non-recourse mortgages. CBL has no unsecured debt maturities until December 2023. Fitch projects dividend reductions will help CBL retain $150 million - $200 million of annual cash flows before debt repayments through 2020 that can help fund its redevelopment and leasing capex requirements. Recovery Ratings In accordance with Fitch's Recovery Rating (RR) methodology, for issuers with IDRs in the 'B' category Fitch performs a recovery analysis resulting in a RR for each class of obligations of the issuer. The 'RR1' for CBL's senior secured lines of credit and senior secured term loans supports a rating of 'BB-', three notches above CBL's IDR, reflecting outstanding recovery prospects in a distressed scenario. The 'RR4' for CBL's senior unsecured debt supports a rating of 'B-', the same as CBL's IDR, and reflects average recovery prospects in a distressed scenario. The 'RR6' for CBL's preferred stock supports a rating of 'CCC', two notches below CBL's IDR, and reflects weak recovery prospects in a distressed scenario. DERIVATION SUMMARY Relative to the broader mall REIT sector, CBL's occupancy, SSNOI growth, leasing spreads and mall sales productivity are considerably weaker than A-mall peer Simon Property Group (SPG; A/Stable) and similar to B-mall peer Washington Prime Group (WPG; BB-/Negative). CBL's leverage in the mid 7x range is also similar to WPG's but significantly higher than SPG's, which has leverage in the 5x - 5.5x range. Further, CBL's contingent liquidity, as measured by UA / UD is 0.6x, lower than WPG at approximately 1x and considerably lower than SPG which has a UA/UD of approximately 3x. In addition, the company has weaker access to capital than WPG as its equity is currently trading at less than $1 per share and its bonds trade at higher (double-digit) yields. SPG has market leading access to both the equity and bond markets. KEY ASSUMPTIONS -- Annual SSNOI growth in the negative mid to high single digits in 2019 and 2020; -- Annual recurring capital expenditures of $75 million; -- Annual development/redevelopment spend of $75 million for 2019-2020. The weighted average initial yield on cost for projects coming online is approximately 6%, which is below the company's historical returns on development / redevelopment; -- Total non-core asset sales of approximately $100 million per year; -- Total Deed-in-lieu of foreclosure transactions of approximately $200 million-$250 million in 2019 and 2020; -- No equity issuance through 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Sustained improvement in operating fundamentals (e.g. sustained positive SSNOI results and or corporate earnings growth); -- Increasing financial flexibility stemming from an increase in capital markets access including the secured mortgage market, the unsecured debt market and the public equity market. -- Fitch's expectation of unencumbered assets coverage of unsecured debt exceeding 1x; -- Fitch's expectation of net debt to recurring operating EBITDA sustaining below 7.5x; -- Fitch's expectation of REIT fixed-charge coverage sustaining above 1.25x; Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Reduced financial flexibility and or a deteriorating liquidity profile including reduced financial flexibility stemming from significant utilization of lines of credit or difficulties in refinancing debts or a debt restructuring; -- Sustained deterioration in operating fundamentals or asset quality (e.g. sustained negative SSNOI results and or corporate earnings growth); -- Fitch's expectation of REIT fixed-charge coverage sustaining below 1.0x; -- Unencumbered asset coverage of unsecured debt below 1x. LIQUIDITY AND DEBT STRUCTURE CBL's base case liquidity coverage ratio of 0.6x for the period July 1, 2019 to Dec. 31, 2021 is low for a REIT but sufficient for the rating. The company's liquidity coverage improves to 1.2x assuming it refinances 80% of its secured mortgage maturities through 2021. As of June 30, 2019, the company had $301.9 million available on its $685 million secured revolver which matures in July of 2023. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources of liquidity include unrestricted cash, availability under unsecured revolving credit facilities, and retained cash flow from operating activities after dividends. Uses of liquidity include pro rata debt maturities, expected recurring capital expenditures and expected (re)development costs. SUMMARY OF FINANCIAL ADJUSTMENTS -- Historical and projected recurring operating EBITDA is adjusted to add back non-cash stock-based compensation; -- Fitch has adjusted the historical and projected net debt by assuming the issuer requires $20 million of cash for working capital purposes, which is otherwise unavailable to repay debt; -- Fitch has included 50% of the company's cumulative perpetual preferred stock as debt in certain ratios. CENTURY ALUMINUM: Egan-Jones Lowers Senior Unsecured Ratings to B- ------------------------------------------------------------------ Egan-Jones Ratings Company, on August 20, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Century Aluminum Company to B- from B. Century Aluminum Company is a US-based producer of primary aluminum, with aluminum plants in Kentucky, South Carolina, and Iceland. It is the largest producer of primary aluminum in the United States. The company is a publicly held corporation listed on the NASDAQ. The headquarters is at One South Wacker in Chicago. CHARITY CHURCH: Hires American Appraisal as Appraiser ----------------------------------------------------- Charity Church seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ American Appraisal Alliance as appraiser to the Debtor. Charity Church requires American Appraisal to appraise the fair market value of the real property owned by the Debtor located at 2112 Becky Lane, Cedar Hill, Texas. American Appraisal will be paid a flat fee of $800. John Sexton, real property appraiser of American Appraisal Alliance, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. American Appraisal can be reached at: John Sexton AMERICAN APPRAISAL ALLIANCE 7697 Rockyridge Drive Frisco, TX 75035 Phone: (469) 939-2816 About Charity Church Charity Church, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 19-42304) on June 3, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Marilyn D. Garner, Esq., at the Law Offices Of Marilyn D. Garner. CHARLES K. BRELAND: Loses Summary Judgment Bid vs Tax Commissioner ------------------------------------------------------------------ The United States Tax Court denied Charles K. Breland, Jr.'s motion for summary judgment in the case captioned CHARLES K. BRELAND, JR., Petitioner, v. COMMISSIONER OF INTERNAL REVENUE, Respondent, Docket No. 21940-12 (Tax). Petitioner has filed a motion for summary judgment asking the Court to rule that respondent is precluded from pursuing the income tax deficiencies for tax years 2004, 2005, and 2008 because he and respondent already entered into a negotiated settlement agreement determining the amounts of tax and penalties he owed for those years as part of his bankruptcy proceeding. Respondent objects, arguing that there was no such settlement nor did the bankruptcy court determine petitioner's total Federal tax liability for any of the subject years. The facts are not disputed; rather the Court must decide the legal effect of a consent order entered by the bankruptcy court ratifying the parties' settlement in the bankruptcy case of the amount of the Internal Revenue Service's priority claim allowed under the plan of reorganization (consent order). Upon analysis of the case, the Court agrees that Respondent was bound by the terms of the consent order; but because the consent order was not a determination of petitioner's Federal tax liability for each tax year at issue, respondent is not precluded from determining deficiencies for unpaid tax debts that are excepted from discharge under the Bankruptcy Code, and the Court may decide the matter in a deficiency proceeding. The Court holds that res judicata does not apply because the consent order is not a final judgment on the merits of petitioner's entire Federal tax debt for any given year. Relatedly, the Court holds that collateral estoppel does not apply because there is no indication that petitioner's total Federal tax liability was ever actually litigated or even at issue before the bankruptcy court. The Court, therefore, denies petitioner's motion for summary judgment. A copy of the Court's Opinion dated March 28, 2019 is available at https://bit.ly/2MEH5eW from Leagle.com. John H. Adams, for petitioner. Edwin B. Cleverdon, for respondent. About Charles Breland Jr. Charles K. Breland filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016, and is represented by Eric Slocum Sparks, Esq. of Eric Slocum Sparks PC. A. Richard Maples, Jr., was appointed as Chapter 11 trustee for the Debtor. CHARMING CHARLIE: Hilco Says Auction for IP Assets on Sept. 11 -------------------------------------------------------------- Hilco Streambank, an intellectual property advisory firm specializing in the valuation and sale of intangible assets, has been retained by Charming Charlie to solicit interest in the brand and related intellectual property assets, including trademarks, domain names, a sizable customer database and social media assets. Offers for the intellectual property assets are due on Sept. 5, 2019, and an auction will be held on Sept. 11, 2019. Gabe Fried, CEO of Hilco Streambank, remarked, "The Charming Charlie brand is known for offering an array of on-trend colorful accessories, apparel, beauty products and more." The brand, featured online at CharmingCharlie.com and in the company's more than 260 retail stores, has a loyal customer following, with more than three-quarters of the brand's sales coming from members of its loyalty program, the Charm Club Rewards program. In the last year, the brand generated nearly $250 million in sales. Fried added, "A buyer has an opportunity to capture the brand's sales by growing the brand's e-commerce business and/or developing a curated retail portfolio to connect with the customer, as well as building upon the brand's highly successful loyalty program." Parties interested in the Charming Charlie intellectual property assets or learning more about the sale process should contact Hilco Streambank directly using the contact information: Gabe Fried CEO – Hilco Streambank gfried@hilcoglobal.com 617.458.9355 Richelle Kalnit Senior Vice President – Hilco Streambank rkalnit@hilcoglobal.com 212.993.7214 Ben Kaplan Associate – Hilco Streambank bkaplan@hilcoglobal.com 646.651.1978 The sale is subject to approval of the court overseeing Charming Charlie's bankruptcy case. About Charming Charlie Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. As of July 12, 2019, Charming Charlie had both a national, operating 261 locations across 38 states nationwide. Charming Charlie Holdings Inc. and its affiliates first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017, and emerged from bankruptcy in April 2018. Kirkland & Ellis LLP was the Company's legal counsel, Klehr Harrison Harvey Branzburg LLP was local counsel, AlixPartners LLP was the restructuring advisor, and Guggenheim Securities, LLC was the investment banker in the restructuring. On July 11, 2019, Charming Charlie Holdings and six affiliates each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11534), this time with plans to conduct going-out-of-business sales for all stores. In the new Chapter 11 cases, the Debtors tapped Paul Hastings LLP as legal counsel; Clear Thinking Group LLC as restructuring advisor; Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel; Hilco Merchant Resources, LLC and SB360 Capital Partners as sales agents; and Prime Clerk LLC as claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 19, 2019. The Committee tapped Cooley LLP as its lead bankruptcy counsel; Anderson & Corroon LLP as its Delaware counsel; and Province, Inc. as its financial advisor. CHICAGO BOE: Fitch Hikes IDR to BB & Alters Outlook to Stable ------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the following Chicago Board of Education, IL (CBOE) bonds: -- $244 million unlimited tax general obligation refunding bonds (dedicated revenues), series 2019A; -- $125 million unlimited tax general obligation refunding bonds (dedicated revenues), series 2019B. Fitch also has upgraded the following ratings to 'BB' from 'BB-': -- Approximately $7 billion outstanding unlimited tax general obligation (ULTGO) bonds; -- CBOE's Issuer Default Rating (IDR). The Rating Outlook is revised to Stable from Positive. Along with funds on hand, proceeds of the series 2019 ULTGO bonds will be used to refund the district's privately placed general obligation bonds, series 2008 A and B for net present value savings. The bonds are expected to sell via negotiation the week of Sept. 5. SECURITY The ULTGO bonds are unlimited tax general obligations of the CBOE payable from dedicated CBOE revenues in the first instance and also payable from unlimited ad valorem taxes levied against all taxable property in the city of Chicago. ANALYTICAL CONCLUSION The upgrade to 'BB' from 'BB-' for the IDR and ULTGO ratings reflects the achievement of structural balance and the restoration of reserves, earlier than previously expected. The district's recent history was characterized by structurally imbalanced financial operations, driven by a strained revenue environment and growing pension pressures that resulted in a large accumulated general fund deficit. A new state funding framework enacted in 2018 greatly improved CBOE's revenues and cash flow. With significantly more state aid for both operations and pension needs, the district achieved structural balance in fiscal 2018 and restored general fund balance from (6.7%) of spending in fiscal 2017 to a positive 4.7% in fiscal 2018. The district is projecting further additions to general fund balance in fiscal 2019. These developments have led to an improved liquidity position and materially reduced the need for cash flow borrowing, although liquidity remains narrow. Importantly, the bulk of state funding to the district is now determined as part of overall funding decisions for schools statewide, rather than being considered separately, as had been the case under the prior framework. The higher funding level associated with the new funding framework is ongoing under current law, and the risk of funding declines will be largely tied to state-wide funding levels, mitigating the risk of funding cuts targeted to CBOE. In Fitch's opinion, this makes the recent gains more durable despite the financial challenges faced by the state (rated BBB/Stable). District financial pressures will remain, but the additional funding and revised funding framework have lessened the risks stemming from the amount, timing and potential volatility of state aid to CBOE and allowed for reversal of the previous downward trajectory. Economic Resource Base Chicago acts as the economic engine for the Midwestern region of the U.S. The city's residents are afforded abundant employment opportunities within this deep and diverse regional economy. The city also benefits from an extensive infrastructure network, including a vast rail system and the third largest airport in the U.S., which supports continued growth. The employment base is represented by all major sectors with concentrations in the wholesale trade, professional and business services and financial sectors. Socioeconomic indicators are mixed as is typical for an urbanized area, with above average educational attainment levels, above average per capita income and elevated individual poverty rates. Population trends are flat, and enrollment is declining. Under the state funding framework, CBOE is classified as a Tier One district, a classification for schools whose local resources are farthest away from the "adequacy target" identified under the framework. KEY RATING DRIVERS Revenue Framework: 'bbb' Fitch expects natural revenue growth, absent new revenue action, to keep pace with inflation, given expectations for property tax growth and relatively flat state aid growth following the increases associated with the new funding formula. CBOE has no independent legal ability to raise revenues. Expenditure Framework: 'bbb' Fitch expects the natural pace of expenditure growth to exceed that of revenues, necessitating ongoing budget management. After significant cuts in recent years, some services have been restored, adding a measure of expenditure flexibility. The state's commitment to funding the normal cost of pensions and some health care costs reduces pressure somewhat on fixed carrying costs but overall flexibility remains limited. Long-Term Liability Burden: 'a' The long-term liability burden is elevated, but still in the moderate range, relative to the resource base. Operating Performance: 'bb' A more favorable state funding environment has allowed for the restoration of reserves ahead of schedule. The district intends to maintain reserves at about the current level going forward, which Fitch currently considers to be insufficient to offset historical levels of revenue volatility. However, the district expects the new funding framework to provide greater revenue stability. A multi-year trend of a more stable revenue environment could change Fitch's expectations for revenue volatility. RATING SENSITIVITIES Financial Resilience: Sustained, improved reserve levels could lead to an upgrade. Failure to maintain current targeted reserve levels, or state funding that proves to be more volatile than historical experience, could result in a downgrade. Liquidity Pressure: Liquidity remains narrow, albeit improved under the new school funding structure, and the district remains dependent upon external sources of liquidity. The IDR and GO bond ratings assume continued market access for necessary cash flow borrowing. CREDIT PROFILE The Chicago Board of Education provides preK-12 education to over 360,000 students within the city of Chicago. Its taxing jurisdiction is coterminous with the city of Chicago. Chicago Public Schools (CPS) manages the school system, which is composed of 659 school facilities. CBOE relies on state funding for a significant amount of support. In 2018, the state legislature passed a new 'evidenced-based funding model' for schools. CBOE is now receiving a materially increased amount of state support relative to prior years and should benefit from a hold-harmless provision that protects the district from demographic-related cuts in state aid. The hold-harmless provision should be particularly beneficial given the trend of declining enrollment. Illinois is a large, wealthy state with a diverse economy centered on the Chicago metropolitan area. A weak liability position continues to weigh on the rating. Positive revenue collections in the spring of 2019 supported a significant increase in fiscal 2020 estimated revenues, easing the path to budget adoption and allowing the state to reduce (but not eliminate) reliance on non-recurring measures. The state now has a plausible and achievable 2020 budget plan, leaving it better positioned from a fiscal perspective. The recent gains, however, are somewhat tenuous and their sustainability hinges on the state's actions over the next several years, particularly around the November 2020 ballot initiative on the graduated individual income tax. Notwithstanding the recent surge, Fitch expects natural growth in state revenues to be slow. Revenue Framework Property taxes provided 48% and state aid 32% in fiscal 2018, an increase over 2017, when state aid provided just 25% of general fund revenues. Growth prospects for revenues are slow, absent policy action. Increased state funding led to a 4% increase in general fund revenues in fiscal 2017, and the implementation of the new state funding framework resulted in a 14% jump in fiscal 2018. Following that large jump in base funding levels, Fitch anticipates subsequent years' revenue growth will be about the level of inflation, taking into account property tax revenue trends and expectations of relatively flat state aid over time. Newer sources of revenue dedicated to pension contributions include a $250 million property tax levy effective fiscal 2017 and $154 million in new property taxes effective fiscal 2018, neither of which is constrained by the Property Tax Extension Limitation Law (PTELL). Independent legal ability to raise revenues is limited, as it is for many school districts in the U.S. Annual growth in the property tax levy for operations is limited by PTELL to the lesser of 5% or the rate of inflation. Expenditure Framework The district devoted 63% of fiscal 2018 general fund spending to instruction and 14% to pensions (a portion of which is now supported by state funding). Fitch expects the natural pace of spending growth to be above the pace of natural revenue growth, given rising pension contributions and assumed wage increases. The new property tax revenue stream for pensions, combined with the state's taking responsibility for the normal cost for pensions ($239 million in fiscal 2019), should reduce the degree to which required pension payments compete for operating dollars over time. CPS's practical ability to make future expenditure cuts is limited, with cuts likely to meaningfully but not critically reduce core services in the event of a revenue stress. As it has received increased state funding, the district has added back some previously cut services, providing an incremental margin of spending flexibility. A moratorium on school closings expired at the end of fiscal 2018, which may also present an opportunity for efficiencies. Fixed carrying costs for debt service, actuarially-determined contributions (ADC) and other post-employment benefits (OPEB) are currently sizable at 23% of governmental spending in fiscal 2018. Actual pension contributions are statutorily set based on a very long amortization that does not target full funding instead of the 30 year closed approach used for the ADC; this is likely to weigh against funding progress and drive the ADC higher over time, even if plan assumptions are met. Fitch's supplemental pension metric, which estimates the annual pension contribution based on a level dollar payment for 20 years with a 5% interest rate, indicates that carrying costs are vulnerable to significant future increases. Long-Term Liability Burden The long-term liability burden is elevated but still moderate relative to the resource base. The adjusted net pension liability plus overall debt represents about 24% of personal income. Overlapping debt accounts for 34% of the long-term liability burden, with adjusted net pension liability representing 42% and direct debt approximately 24%. While the state commits to payments equal to the normal cost of pensions, it does not assume any of the liability, so the entirety of the liability resides with the district. Amortization of direct debt is slow with about 25% of debt scheduled for retirement in 10 years. Identified future borrowing needs over the near to medium term are moderate but may exceed the amount amortized. Nevertheless, Fitch anticipates that the long-term liability burden will remain solidly within the 'a' category. Pension benefits for teachers are provided through the Public School Teachers' Pension and Retirement Fund of Chicago (CTPF), a cost-sharing multi-employer defined benefit plan in which CPS is the major contributor. Unlike schools in the rest of the state, the state does not assume the liability associated with Chicago teacher pensions. Under GASB 67 reporting, the plan reported a 45.3% asset to liability ratio as of June 30, 2018, using a 6.81% discount rate (based on the actuary's forecast of eventual asset depletion). CTPF has been lowering its investment return assumption, which stood at 7% for fiscal 2018. Fitch estimates the ratio to be lower at about 41% when adjusted to reflect its standard 6% return assumption. The weak ratios stem from several years of pension contribution holidays in the prior decade and poor investment returns. The district dramatically increased pension contributions in fiscal 2014 to comply with a state law requiring payments sufficient to reach a 90% actuarial funding level by 2059. Fitch expects pensions to continue to be a pressure, particularly given the longer than typical amortization period. Pension benefits for other personnel are provided through the Municipal Employees' Annuity and Benefit Fund of Chicago (MEABF), a cost-sharing multi-employer defined benefit plan whose major contributor is the city of Chicago. CBOE does not directly contribute to the plan and has no liability for it. The OPEB liability is limited. Operating Performance Financial resilience has improved but gap-closing capacity remains limited as CBOE lacks a reserve cushion sufficient to offset a revenue stress, based upon an analysis of historical revenue volatility as per Fitch's FAST model. The district has experienced financial stress for much of the past decade, until the recent change in state funding for schools greatly improved revenues and allowed the reversal of the general fund deficit and restoration of positive reserves. The new, evidence-based state funding framework also significantly improved liquidity, which had been extremely weak and weighed on the rating. While strengthened, liquidity remains narrow, but manageable, and concerns about the potential for reduced market access have abated. State funding began to grow in fiscal 2017, but the implementation of the new funding framework in fiscal 2018 marked a fundamental change in the district's operating environment. With significantly more state aid for both operations and pension expenses, the district realized a $599 million net operating surplus after transfers in fiscal 2018, inclusive of $286 million of debt restructuring savings. General fund balance swung from (6.7%) in fiscal 2017 to a positive 4.7% in fiscal 2018. Preliminary fiscal 2019 results indicate a general fund net operating surplus of approximately $40 million. The district is targeting a 5% ending general fund balance for fiscal 2020. Another benefit to the district of the new funding framework is that most of its state funding is now determined as part of overall funding decisions for schools statewide, rather than being considered separately, as was previously the case. The new funding framework includes a "hold harmless" provision that prevents a district's basic aid amount to fall below the prior year's amount. As such, the risk of funding declines will be largely tied to state-wide funding levels, reducing the risk of funding cuts targeted to CBOE. Future cuts, if necessary will be prioritized among schools according to need, with CBOE currently classified in the highest tier of need (Tier One). The new state funding formula also delivers more of CBOE's aid in the form of general state aid rather than categorical block grants. This is favorable to CBOE as grants are scheduled for disbursement less frequently than general state aid and were greatly delayed during the multi-year state budget impasse, contributing to CBOE's financial distress. As noted, the new funding formula includes a hold harmless clause, which should protect CBOE from state aid declines based on demographic factors (enrollment declines, improved poverty rate, etc.) and therefore reduce potential revenue volatility in the future. Fitch's FAST model, which considers potential revenue volatility in an economic downturn, based upon historical experience, returns a potential revenue decline of 3.3% in a moderate economic downturn. Under that assumption, the current level of reserves is insufficient to preserve financial margins throughout an economic cycle. Given that most of the district's historical revenue volatility was attributable to state funding cuts, and given the new, potentially more stable state funding framework, Fitch will monitor the volatility of revenues going forward. Should the revenue environment prove to be as stable as expected, Fitch may reevaluate the potential for future revenue volatility as well as the resulting assessment of the adequacy of reserves. Fitch notes the state's fiscal 2020 budget marks the third consecutive budget including increased aid for schools; as these years coincided with a time of strong revenue growth for the state, the durability of the trend during a downside environment is not yet known. Much of the district's historical structural imbalance stemmed from the lack of actuarial funding of pensions, including state-authorized reduced pension payments during the great recession. The subsequent resumption of full payments and shift in fiscal 2014 from statutory to actuarially-based pension payments presented a dramatic rise in spending without a corresponding revenue increase until recently. Prior budgets also relied upon unsustainable practices including appropriated reserves, scoop and toss restructurings for budgetary relief, optimistic budgeting of revenues and lengthening the accrual period for property tax collections. The fiscal 2020 budget is balanced with the appropriation of $56 million in restricted general fund balance and represents a 5% increase over fiscal 2019, including higher labor costs, contracts and contingencies. The fund balance appropriation is sized to target an ending general fund balance of 5% of spending. Higher pension contributions are partially offset by an assumed $257 million of state support, an $18 million increase over fiscal 2019. The district anticipates it will likely meet its fund balance target of $309 million (5% of spending) at fiscal 2020 YE. Positive budget variances in fiscals 2018 and 2019 were largely attributable to underspending and the inclusion of contingencies. Liquidity continues to be narrow, with eleven days of cash on hand at the end of fiscal 2018. CBOE's general fund cash position declined dramatically from $1.1 billion at the close of fiscal 2013 to $57 million at the end of fiscal 2016 and has rebounded slightly to $212 million at YE fiscal 2018. Fiscal 2019 cash flows show improved liquidity provided by new revenue sources and the improved amount and timing of state aid, with the maximum draw on the cash flow line of credit falling to $844 million, down significantly from $1.094 billion in fiscal 2018 and $1.55 billion in fiscal 2017. The maximum expected draw for fiscal 2020 is conservatively projected to be $950 million. The district reported a positive cash position, with no outstanding TANs, for almost half of the fiscal year in fiscal 2019. Notably, CBOE has demonstrated consistent access to external sources of liquidity, even during periods of fiscal stress. CHOICE BRANDS: Oct. 17 Hearing on Disclosure Statement ------------------------------------------------------ The hearing to consider approval of the disclosure statement explaining the plan of reorganization of Choice Brands Group, Inc., fdba Choice Brands Equestrian, Inc will be held at: Courtroom #2, Max Rosenn US Courthouse, 197 South Main Street, Wilkes−Barre, PA 18701 on October 17, 2019 at 09:30 AM. September 26, 2019 is fixed as the last day for filing and serving written objections to the disclosure statement. All Class 3 General Unsecured Claims that are allowed shall be paid pro-rata with the funds on hand by the Debtor after payment of Administrative Claims and US Trustee fees. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6a8zou5 from PacerMonitor.com at no charge. About Choice Brands Group Choice Brands Group, Inc., formerly known as Choice Brands Equestrian, Inc., is a wholesale importer and distributor of equestrian products. The company, which also operates under the name Horseloverz.com, is located in Hazleton, Pennsylvania. It offers discounted horse supplies, horse tack, saddles, clothing, boots and breyer. Choice Brands Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-01175) on March 23, 2018. In the petition signed by John V. Moncada, president, the Debtor disclosed $1.11 million in assets and $3.63 million in liabilities. Judge Robert N. Opel II presides over the case. The Debtor tapped the Law Offices of Mark J. Conway, P.C., as its legal counsel. CONCORD AUTO: Case Summary & 19 Unsecured Creditors --------------------------------------------------- Debtor: Concord Auto Repair Service, Inc. 9862 Johnnycake Ridge Road Mentor, OH 44060 Business Description: Concord Auto Repair Service, Inc. offers tire sales, auto service, maintenance & repairs, mufflers, alignments, and computer diagnostics services. Chapter 11 Petition Date: August 30, 2019 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Case No.: 19-15456 Debtor's Counsel: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077-3403 Tel: (440)357-6211 E-mail: bankruptcy@geflaw.net Total Assets: $4,578 Total Liabilities: $2,093,507 The petition was signed by Steve Shandle, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at: http://bankrupt.com/misc/ohnb19-15456.pdf CORUS ENTERTAINMENT: DBRS Confirms BB Rating, Trend Stable ---------------------------------------------------------- DBRS Limited confirmed the Issuer Rating of Corus Entertainment Inc. at BB with a Stable trend. The rating confirmation reflects both the intensifying competitive pressures in the industry and the better-than-expected television (TV) advertising revenue performance and balance sheet deleveraging year-to-date (YTD) Q3 F2019. The BB rating continues to reflect Corus's stable market position in its TV business, strong cash-generating capacity and continued commitment to deleveraging. The rating also continues to consider the structural shift in advertising spending (ad spend) to digital and online channels from traditional media, the persistent annual cord-cutting and/or shaving by Canadian households and, to a lesser degree, the uncertainty associated with the Canadian Radio-television and Telecommunications Commission cable regulatory changes. A recovery in TV advertising revenue has been the primary driver of better-than-anticipated consolidated top-line revenue YTD Q3 F2019, more than overcoming softness in subscriber and radio revenue performance. The EBITDA margin has declined very modestly year over year (YOY), as Corus continues to execute on cost-saving initiatives and streamlined business operations amid a backdrop of YOY increase in employee costs arising from the improved YTD performance. YTD revenue and EBITDA performance are trending above DBRS's initial F2019 expectations. Stronger-than-expected operating performance YTD, combined with the introduction of a more conservative capital allocation that favors debt repayment over dividends, has resulted in a meaningful decline in leverage through the first three-quarters of F2019. While YTD results have been very encouraging, DBRS does not anticipate the pace of revenue growth witnessed YTD through Q3 F2019 to continue in the F2020-2022 timeframe. Revenue is forecast to be flat to slightly positive over DBRS's forecast horizon, as the Company faces tough annual comparables in F2020, a steadily intensifying competitive environment and continued pressure from cord shaving and/or cutting, offset by a focus on continued advertising yield improvement in TV and revenue diversification initiatives. The EBITDA margin is expected to be roughly 34% in F2019 but to decline YOY in F2020, primarily reflecting increased investments in the new revenue and efficiency initiatives and programming expenses, including Canadian content spending in accordance with regulatory obligations. DBRS expects EBITDA margins to be flat to up modestly in F2021-F2022 as the Company continues to execute on cost-saving initiatives and streamlining of internal processes. While Corus's financial leverage has improved meaningfully as a result of a combination of EBITDA growth and debt repayment through the first nine months of F2019, DBRS believes a positive rating action is unlikely in the foreseeable future due to an intensifying competitive landscape from traditional media, social networking and the rapid emergence of numerous unregulated digital offerings. A negative rating action is also unlikely in the foreseeable future unless operating performance begins to deteriorate and/or financial management becomes more aggressive such that leverage moves toward 4.0 times on a sustained basis. Notes: All figures are in Canadian dollars unless otherwise noted. DETROIT PUBLIC: Moody's Ups Issuer Rating to Ba3, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service has upgraded to Ba3 from B2 the issuer rating of Detroit Public Schools, MI. The outlook is stable. The issuer rating reflects the district's general obligation unlimited tax equivalent rating. Moody's does not have an underlying rating on the district's outstanding GOULT debt. Moody's maintains an enhanced Aa1 rating with stable outlook on outstanding GOULT bonds supported by the State of Michigan's School Bond Qualification and Loan Program. The district has $1.5 billion of outstanding SBQLP bonds and a total of $2.0 billion of long-term debt outstanding, including unrated liabilities secured by a general obligation limited tax pledge. Detroit Public Schools operates solely to service outstanding debt and is an entity separate from the Detroit Public Schools Community District, which is responsible for providing public education to students within the City of Detroit (Ba3 stable). Although DPS and DPSCD are legally separate entities, the districts have managerial overlap, including the same Board of Education and administration, as well as additional oversight by the Detroit Financial Review Commission. DPSCD has no Moody's rating and no outstanding debt. RATINGS RATIONALE The upgrade of the district's issuer rating to Ba3 reflects the strong support from the State of Michigan (Aa1 stable) of the district's financial operations. Additional aid from the state and state legislative transfer of the district's educational responsibilities to the DPSCD improves the capacity of the district to service its obligations. The district's long-term liabilities, however, remain very high and a key factor in the below-investment grade rating. Furthermore, while the City of Detroit shed liabilities in bankruptcy, the overall debt and post-employment liability burden borne by city taxpayers remains substantial. Additionally, DPSCD has identified significant capital needs and, though borrowing plans are still developing, new leveraging of the tax base poses a future credit risk. The speculative grade rating continues to consider the very weak economic profile of the City of Detroit, of which low incomes, high poverty, out migration, and economic concentration are characteristics. RATING OUTLOOK The stable outlook reflects the likelihood that enhanced state support of district operations will remain a key credit consideration that balances very high leverage and capital needs at the current credit rating. FACTORS THAT COULD LEAD TO AN UPGRADE - Material tax base appreciation and improved tax collection rates - Steady expansion of the economic base that moderates the overall debt and other long-term liability burden supported by taxpayers in the City of Detroit FACTORS THAT COULD LEAD TO A DOWNGRADE - Weakened financial support from the State of Michigan - Growth in long-term liabilities or an economic downturn that stresses the capacity of the tax base to generate resources sufficient to meet both essential services of the overlapping governments and their fixed cost obligations LEGAL SECURITY The district's outstanding GOULT bonds are secured by the authorization and pledge to levy a tax unlimited as to rate and amount to pay debt service. The bonds are further supported by the SBQLP, under which the state provides loans to the district to support repayment of bonds when the district's debt service levy is not sufficient to meet annual debt service. In order to qualify for state loans, the district's debt service levy cannot exceed 13-mills. The district's 13-mill levy will remain insufficient to meet annual debt service requirements for many years. Loans from the state will ensure debt payments are made on time and in full. Repayment of the state loans is secured by the district's unlimited tax pledge. The district's outstanding GOLT bonds, state emergency loan, and deferred pension contributions, are secured by a limited tax pledge, payable from all operating revenues of the district subject to a statutory trust and statutory lien on tax revenues collected by the City of Detroit and Wayne County (Baa2 stable) and directly deposited to a trustee to first pay GOLT debt service before any other obligations. PROFILE Detroit Public Schools is a taxing authority which is coterminous with the boundaries of the City of Detroit. Effective July 1, 2016 the district transferred all fixed assets and operating responsibilities to the newly created Detroit Public Schools Community District and assumed all outstanding long-term liabilities. DIXON MECHANICAL: Hires Melody D. Genson as Counsel --------------------------------------------------- Dixon Mechanical, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Law Office of Melody D. Genson, as counsel to the Debtor. Dixon Mechanical requires Melody D. Genson to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Melody D. Genson will be paid at the hourly rate of $400. Melody D. Genson will be paid a retainer in the amount of $5,583. Melody D. Genson will also be reimbursed for reasonable out-of-pocket expenses incurred. Melody D. Genson, partner of the Law Office of Melody D. Genson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Melody D. Genson can be reached at: Melody D. Genson, Esq. The Law Office of Melody D. Genson 2750 Ringling Blvd., Suite 3 Sarasota, FL 34237 Tel: (941) 365-5870 Fax: (941) 365-5872 E-mail: melodydgenson@verizon.net About Dixon Mechanical Dixon Mechanical, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-07459) on August 7, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Melody D. Genson, Esq., at the Law Office of Melody D. Genson. DLJ INVESTMENTS: Hires Hilco Real Estate as Real Estate Advisor --------------------------------------------------------------- DLJ Investments, Ltd., seeks authority from the U.S. Bankruptcy Court for the District of Nebraska to employ Hilco Real Estate Auctions, LLC, as real estate advisor to the Debtor. DLJ Investments requires Hilco Real Estate to market and sell the Debtor's real property, a 14.64 acres with a 230,000 sq. ft. industrial warehouse zoned for cold storage and food processing, located at 1600 South Pine Road, Norfolk, Nebraska. Hilco Real Estate will be paid a commission of 5% of the sales price. Hilco Real Estate will also be reimbursed for reasonable out-of-pocket expenses incurred. Sarah K. Baker, vice president and assistant general counsel of Hilco Real Estate Auctions, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hilco Real Estate can be reached at: Sarah K. Baker HILCO REAL ESTATE AUCTIONS, LLC 5 Revere Dr., Suite 206 Northbrook, IL 60062 About DLJ Investments, Ltd. Based in Omaha, Nebraska, DLJ Investments, LTD owns in fee simple a real estate located at 1600 S Pine Rd Norfolk, NE 68701, having an appraised value of $2.96 million. The Company filed for chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 19-80494) on March 27, 2019, with total assets of $4,368,171 and total liabilities of $4,593,106. The petition was signed by Dean De Smet, general partner. EAGLE ENTERPRISES: Seeks Court Approval to Hire Accountant ---------------------------------------------------------- Eagle Enterprises, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. In an application filed in court, the Debtor proposes to employ Frank Carosella, a certified management accountant, to give accounting and tax advice regarding its powers and duties in the continued operation of its business; analyze its financial condition; prepare tax returns and financial documents; and prepare tax or accounting forms. Mr. Carosella does not represent any interest adverse to the Debtor and its bankruptcy estate, according to court filings. Mr. Carosella maintains an office at: Frank Carosella AOP Financial & Taxes Inc. 14502 N. Dale Mabry Tampa, FL 33618 About Eagle Enterprises Eagle Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-07116) on July 29, 2019. At the time of the filing, Eagle Enterprises estimated assets of less than $1 million and liabilities of less than $500,000. The case is assigned to Judge Catherine Peek Mcewen. Eagle Enterprises is represented by Michael Barnett, P.A. EASTMAN KODAK: Widens Net Income to $201 Million in 2nd Quarter --------------------------------------------------------------- Eastman Kodak Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $201 million on $307 million of total revenues compared to net income of $4 million on $332 million of total revenues for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported net income of $183 million on $598 million of total revenues compared to a net loss of $21 million on $650 million of total revenues for the same period last year. Current quarter GAAP net earnings included a gain on the sale of the Company's Flexographic Packaging Division of $207 million and a loss from continuing operations of $6 million. As of June 30, 2019, the Company had $1.43 billion in total assets, $1.07 billion in total liabilities, $177 million in redeemable, convertible Series A preferred stock, and $183 million in total shareholders' equity. The Company closed on the issue and sale of $100 million aggregate principal amount of its 5.00% Secured Convertible Notes due 2021 to funds managed by Southeastern Asset Management. Concurrent with the closing of the Convertible Notes issuance, the Company repaid in full the approximately $83 million outstanding under its senior secured first lien term loan facility. "Refinancing the remaining balance of our term debt was a critical step toward creating the foundation for future success," said Jim Continenza, Kodak's executive chairman. "Our priority is generating cash by better serving customers in our core print, film and advanced materials businesses and driving further cost efficiencies." For the quarter ended June 30, 2019, revenues decreased by approximately $25 million compared with the same period in 2018. Kodak ended the quarter with a cash balance of $216 million, down from the March 31, 2019 cash balance of $240 million. "By refinancing our term debt, we have eliminated significant interest costs and strengthened our balance sheet," said David Bullwinkle, Kodak's CFO. "During the quarter we delivered continued strong performance in our key growth areas of SONORA Process Free Plates and in PROSPER inkjet annuities. Our goal is to build on that momentum and generate cash." Going Concern Kodak said it is facing liquidity challenges due to operating losses and negative cash flow. Kodak has eliminated current debt service requirements by paying down the Senior Secured First Lien Term Credit Agreement using proceeds from the sale of its Flexographic Packaging business and refinancing the remaining balance through the issuance of convertible debt which does not require any debt service until conversion or maturity on Nov. 1, 2021. However, Kodak has significant cash requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations. Kodak's plans to return to positive cash flow include growing revenues profitably, reducing operating expenses, simplifying the organizational structure, generating cash from additional asset sales and paring investment in new technology by eliminating or delaying product development programs. The Company said the current cash balance outside of China, recent trend of negative cash flow and lack of certainty regarding the return to positive cash flow raise substantial doubt about Kodak's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mH73zy About Eastman Kodak Headquartered in Rochester, New York, Eastman Kodak Company -- http://www.kodak.com/-- is a technology company focused on imaging. The Company provides -- directly and through partnerships with other innovative companies -- hardware, software, consumables and services to customers in graphic arts, commercial print, publishing, packaging, electronic displays, entertainment and commercial films, and consumer products markets. Eastman Kodak reported a net loss of $16 million for the year ended Dec. 31, 2018, compared to net earnings of $94 million for the year ended Dec. 31, 2017. As of March 31, 2019, Eastman Kodak had $1.53 billion in total assets, $1.37 billion in total liabilities, $175 million in redeemable, convertible Series A preferred stock, and a total shareholders' deficit of $16 million. PricewaterhouseCoopers LLP, in Rochester, New York, the Company's auditor since at least 1924, issued a "going concern" qualification in report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has debt maturing in 2019, operating losses and negative cash flows that raise substantial doubt about its ability to continue as a going concern. * * * As reported by the TCR on June 28, 2019, S&P Global Ratings raised its issuer credit rating on Eastman Kodak Co. to 'CCC+', with a stable outlook, from 'CCC', with a negative outlook, reflecting its view that there is no longer a clear catalyst for default within the next 12 months. ENTERTAINMENT ONE: Moody's Reviews Ba3 CFR for Upgrade ------------------------------------------------------ Moody's Investors Service placed under review for upgrade the Ba3 corporate family rating and the Ba3-PD probability of default rating of Entertainment One Ltd. Moody's has also placed under review for upgrade the B1 instrument rating on the GBP425 million backed senior secured notes due 2026 issued by the company. The rating action follows the announcement on August 23, 2019 that Hasbro, Inc. (Hasbro, Baa1 senior unsecured rating under review for downgrade) and Entertainment One have entered into a definitive agreement under which Hasbro will acquire Entertainment One in an all-cash transaction valued at approximately GBP3.3 billion or USD4.0 billion. Hasbro expects to finance the transaction with the proceeds of debt financing and approximately USD1.0 billion to USD1.25 billion in cash from equity financing. The transaction, which has been approved by the boards of directors of each of Hasbro and Entertainment One, is expected to close during the fourth quarter of 2019 subject to regulatory approvals, the approval by Entertainment One shareholders and the Ontario Superior Court of Justice and other customary closing conditions. RATINGS RATIONALE "The review for upgrade on Entertainment One's ratings reflect the fact that if the transaction concludes as planned the company will become part of a larger group with a stronger credit profile", says Sebastien Cieniewski, Moody's lead analyst for Entertainment One. Hasbro's credit profile is supported by its position as a global play and entertainment company and a leader in children's and family leisure and entertainment products and services. These include the manufacture and marketing of games and toys ranging from traditional to high tech, as well as story-telling through immersive entertainment and play experiences. Hasbro generated net revenues of USD4.6 billion in 2018 or an estimated USD5.8 billion pro forma for the acquisition of Entertainment One (USD1.2 billion equivalents of revenues in fiscal year ending 31 March 2019). Following the announcement of the transaction, Moody's placed Hasbro's Baa1 senior unsecured rating under review for downgrade reflecting among others the increase in adjusted gross leverage in the high 4 times at the closing of the transaction versus leverage that is typically maintained in the 2 to 2.5 times range. However, Moody's also stated that it expects that if the deal closes and is funded as contemplated, Hasbro's senior unsecured rating would be lowered by at least one, but not more than two notches -- well above Entertainment One's Ba3 CFR and B1 rating on its backed senior secured notes. Post transaction, Entertainment One will have access among others to Hasbro's extensive portfolio of intellectual property to develop new content and will benefit from Hasbro's merchandising strength to grow retail sales of its pre-school brands. Hasbro also expects to realize in-sourcing and other global annual run rate synergies of approximately USD130 million by 2022 driven among others by savings realized from moving a significant portion of Entertainment One's toy business in-house and enhancing the profitability of Entertainment One's licensing and merchandising activities. No change of control is expected to be triggered with respect to Entertainment One's backed senior secured notes upon closing of the transaction and it is currently unclear if the notes will be repaid or if Hasbro will provide explicit credit support in the form of guarantees for Entertainment One's notes. WHAT COULD CHANGE THE RATING UP/DOWN A near-term upgrade of Entertainment One's ratings is dependent on the successful conclusion of its acquisition by Hasbro, which is subject to Entertainment One's shareholder approval and regulatory approval. The ratings could be confirmed at the existing level should the deal fail to conclude at the agreed terms. Prior to the review process, Moody's had indicated that upward rating pressure may arise if (1) Entertainment One maintains a highly diversified content investment portfolio, (2) gross leverage (as adjusted by Moody's) decreases to below 3.0x on a sustainable basis, (3) the company generates a positive free cash flow (after capital spending and dividends) while increasing the value of its content library, and (4) the company maintains a strong liquidity position. Prior to the review process, Moody's had indicated that negative rating pressure may develop if (1) Entertainment One experiences a marked deterioration in operating performance, (2) gross leverage (as adjusted by Moody's) is sustained at well above 4.0x due to debt-financed acquisitions or weak operating results, or (3) the company generates negative free cash flow leading to a deterioration of its liquidity position. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. On Review for Upgrade: Issuer: Entertainment One Ltd. LT Corporate Family Rating, Placed on Review for Upgrade, currently Ba3 Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD Backed Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1 Outlook Actions: Issuer: Entertainment One Ltd. Outlook, Changed To Rating Under Review From Stable COMPANY PROFILE Entertainment One is a global independent studio that specializes in the development, acquisition, production, financing, distribution and sale of entertainment content. The company's library of rights includes around 80,000 hours of film and television content and around 40,000 music tracks. The company also owns 85% of the intellectual property in Peppa Pig as well as exclusive worldwide distribution rights. The company is listed on the London Stock Exchange and is a member of the FTSE 250 Index. The company's largest shareholder, Canada Pension Plan Investment Board, holds 17.5% of the outstanding shares. EXIDE TECHNOLOGIES: Court Dismisses West Salem Suit --------------------------------------------------- Bankruptcy Judge Kevin J. Carey granted Exide Technologies motion to dismiss the case captioned West Salem Storage, LLC, Plaintiff, v. Exide Technologies, Defendant, Adv. No. 17-51826 (KJC) (Bankr. D. Del.). West Salem Storage, LLC filed a complaint against the reorganized debtor, Exide Technologies seeking a declaratory judgment that the confirmed plans in Exide's two prior bankruptcy cases did not discharge West Salem's claims against Exide based on the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA") or its Oregon state law equivalent. Exide filed a motion to dismiss complaint under Federal Rule of Civil Procedure 12(b)(6) and Federal Rule of Bankruptcy Procedure 7012. The Complaint alleges the following facts. This adversary proceeding involves environmental contamination at 576 Patterson St. NW, Salem, Oregon (the "Property"). Exide or its corporate predecessors previously owned and operated a battery manufacturing plant on the Property. West Salem purchased the Property in 2011. West Salem incurred expenses of nearly $1 million due to the presence of lead on the Property. West Salem did not learn about the presence of lead in concentrations above regulatory standards inside the building on the Property until the spring of 2017. Exide seeks dismissal of the Complaint, arguing that West Salem's environmental liability claims arose before Exide filed its 2013 bankruptcy petition, and, therefore, are subject to the discharge, release and injunction provisions in the 2015 confirmed plan. Exide contends that discharging the claims does not violate the Due Process Clause of the Constitution because West Salem was an unknown creditor who received constructive notice of the bar date for filing claims via publication. West Salem counters that its claims were not discharged because the claims arose after confirmation of Exide's plan in 2015. West Salem argues that the Third Circuit's test for determining when a claim arises -- the Grossman's "exposure test" -- does not apply to environmental liability claims. Instead, West Salem asserts that the Court should employ a "fair contemplation" test, under which its claims would arise post-confirmation due to the lack of indicia pre-petition to alert West Salem of its potential claims against Exide. Alternatively, West Salem contends that its claim did not arise pre-confirmation under the Grossman's test because it was not exposed to Exide's product or conduct until 2017, when it became aware of the lead dust inside the building. Finally, West Salem also argues that dismissal is improper because it did not receive constitutionally sufficient notice of the bankruptcy case or bar date for filing claims. Addressing unknown future claims in a bankruptcy case involves "two competing concerns: the Bankruptcy Code's goal of providing a debtor with a fresh start by resolving all claims arising from the debtor's conduct prior to its emergence from bankruptcy; and the rights of individuals who may be damaged by that conduct but are unaware of the potential harm at the time of the debtor's bankruptcy.” The parties dispute how to determine when West Salem's environmental claims "arise." They suggest two options: the Grossman's "exposure test," or the "fair contemplation" test. The easement and equitable servitude ("EES") provides information about the prior use and contamination on the Property. Further, the EES limited the use of the Property. Removal of the EES or rezoning of the Property could not occur without notice to the DEQ and an examination of whether the "condition or restriction is no longer required in order to protect human health or the environment." Therefore, West Salem received information well prior to the 2013 bankruptcy filing that would allow West Salem to fairly contemplate incurring future response and natural resource damages costs on the Property. Accordingly, whether the Court applies either the Grossman's test or the fair contemplation test to the facts alleged in the Complaint, the result is still the same. West Salem's claims arose prior to Exide's 2013 bankruptcy filing and, therefore, are subject to the discharge injunctions in Exide's Plan. West Salem also argues that Exide's 2013 bankruptcy case did not discharge its environmental claims because West Salem did not receive adequate notice of the bankruptcy case filing. Exide sent notice of the bar date for filing a claim to the prior owner of the Property listed in Exide's books and records -- which was not West Salem. West Salem, however, relies on a footnote in the Chemetron case, in which the Third Circuit acknowledged that "[s]ituations may arise when creditors are 'reasonably ascertainable,' although not identifiable through the debtor's books and records." This requires an analysis of the specific facts and circumstances of the case. West Salem argues that its ownership of the Property was reasonably ascertainable at the time of Exide's 2013 bankruptcy filing through a simple title search. Or, West Salem argues, the Debtors could have sent notice directly to the Property, addressed to the "current occupant." West Salem's first argument is unconvincing because conducting title searches of over two hundred properties is the sort of impractical and extended search that the Chemetron Court, and later decisions following Chemetron, decided was unnecessary. The general rule in the Third Circuit is that a debtor is not required to look beyond its own books and records. Moreover, "reasonable diligence" does not require the Debtors to provide "back-up notices" to entities other than those listed in the Debtors' books and records. Here, the Debtors relied on the information in their books and records to determine the owners of the properties with potential environmental liabilities and provided notice to those owners. The notice was reasonable under the circumstances. West Salem was an unknown creditor and, therefore, under the facts and circumstances of this case, the Debtors' publication notice of the claims bar date was sufficient. A copy of the Court's Opinion dated March 28, 2019 is available at https://bit.ly/2U4AXgN from Leagle.com. Karen M. Grivner, Edward Kosmowski, Clark Hill PLC, Wilmington, DE, Patrick G. Rowe, Sussman Shank LLP, Portland, OR, for Plaintiff. Anthony W. Clark, Skadden Arps Slate Meagher & Flom LLP, Wilmington, DE, for Defendant. About Exide Technologies Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002, and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. Exide said its Plan of Reorganization became effective on April 30, 2015, and that the Company has emerged from Chapter 11 as a newly reorganized company. The Bankruptcy Court for the District of Delaware confirmed the Plan on March 27, 2015. FANNIE MAE: Ordered to Modify its Executive Compensation Program ---------------------------------------------------------------- The Federal Housing Finance Agency ("FHFA"), acting as conservator, has directed Fannie Mae to make specified changes to the Company's executive compensation program for so long as it is in conservatorship. As described in the Company's annual report on Form 10-K for the year ended Dec. 31, 2018 in "Executive Compensation -- Elements of 2018 Executive Compensation Program -- Direct Compensation," for its current named executive officers (other than its chief executive officer), 30% of their total target direct compensation is at-risk deferred salary that is subject to reduction based on corporate and individual performance. This at-risk deferred salary is currently paid in quarterly installments in the first year following the performance year. FHFA has directed the Company to increase the mandatory deferral period for at-risk deferred salary received by senior vice presidents and above from one year to two years. For executives hired before Jan. 1, 2020, this change will be effective for at-risk deferred salary earned beginning Jan. 1, 2022. For executives hired on or after Jan. 1, 2020, the change will be effective for at-risk deferred salary earned beginning Jan. 1, 2020. Accordingly, for the Company's current named executive officers, at-risk deferred salary earned beginning Jan. 1, 2022 will be paid in quarterly installments in the second year following the performance year. For example, at-risk deferred salary earned in 2022 will be paid in quarterly installments in 2024. Because the Company's chief executive officer does not receive deferred salary, his compensation is not affected by this change. FHFA also has directed the Company to limit base salaries for all of its employees to $600,000 for so long as the Company is in conservatorship. The Company does not currently pay any of its employees, including its named executive officers, a base salary of more than $600,000. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com-- is a government-sponsored enterprise, subject to government oversight and regulation. The Company's regulators include the Federal Housing Finance Agency, the U.S. Department of Housing and Urban Development, the U.S. Securities and Exchange Commission, and the U.S. Department of the Treasury. Fannie Mae operates in the secondary mortgage market, primarily working with lenders. The Company does not originate loans or lend money directly to consumers in the primary mortgage market. Instead, the Company securitizes mortgage loans originated by lenders into Fannie Mae mortgage-backed securities that it guarantees; purchases mortgage loans and mortgage-related securities, primarily for securitization and sale at a later date; manages mortgage credit risk; and engages in other activities that increase the supply of affordable housing. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. About Fannie Mae's Conservatorship and Agreements with Treasury Fannie Mae has operated under the conservatorship of FHFA since Sept. 6, 2008. Treasury has made a commitment under a senior preferred stock purchase agreement to provide funding to Fannie Mae under certain circumstances if the company has a net worth deficit. Pursuant to this agreement and the senior preferred stock the company issued to Treasury in 2008, the conservator has declared and directed Fannie Mae to pay dividends to Treasury on a quarterly basis for every dividend period for which dividends were payable since the company entered conservatorship in 2008. FIELDPOINT PETROLEUM: Delays Filing of Second Quarter Form 10-Q --------------------------------------------------------------- FieldPoint Petroleum Corporation filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended June 30, 2019. The Company said it was unable to file its Quarterly Report on Form 10-Q within the prescribed time period because it has not completed the preparation of its unaudited financial statements for the fiscal quarter. About FieldPoint Petroleum Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP) -- http://www.fppcorp.com/-- is engaged in oil and natural gas exploration, production and acquisition, primarily in Louisiana, New Mexico, Oklahoma, Texas, and Wyoming. Fieldpoint Petroleum reported a net loss of $3.25 million in 2018 compared to net income of $2.66 million on $3.03 million for the year ended Dec. 31, 2017. As of March 31, 2019, FieldPoint Petroleum had $4.52 million in total assets, $6.25 million in total liabilities, and a total stockholders' deficit of $1.73 million. Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. FLEETSTAR LLC: Seeks to Hire Degan Blanchard as Special Counsel --------------------------------------------------------------- Fleetstar LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Degan Blanchard & Nash, APLC, as special counsel to the Debtor. Fleetstar LLC requires Degan Blanchard to handle the fraud, Louisiana Unfair Trade Practices Act and other related claims against Old River Leasing of Louisiana, LLC, related entities, and its officers and employees. Degan Blanchard will be paid at these hourly rates: Partners $250 Associates $190 Paralegals $90 Degan Blanchard will be paid a retainer in the amount of $15,000. Degan Blanchard will also be reimbursed for reasonable out-of-pocket expenses incurred. Sidney W. Degan, III, a partner of Degan Blanchard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Degan Blanchard can be reached at: Sidney W. Degan, III, Esq. DEGAN BLANCHARD & NASH, APLC 400 Poydras Street, Suite 2600 New Orleans, LA 70130 Tel: (504) 529-3333 Fax: (504) 529-3337 About Fleetstar LLC Fleetstar LLC, a trucking company in Elmwood, La., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-10873) on April 2, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth W. Magner. The Debtor hired Congeni Law Firm, LLC, as legal counsel, and Degan Blanchard & Nash, APLC, as special counsel. GEA SEASIDE: Hires Orlando Tax as Special Tax Counsel ----------------------------------------------------- GEA Seaside Investment, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Orlando Tax Law, as special tax counsel to the Debtor. GEA Seaside requires Orlando Tax to represent the Debtor in the federal tax review. Orlando Tax will be paid at the hourly rates of $80 to $300. Orlando Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. Charlotte A. Erdmann, a partner at Orlando Tax Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Orlando Tax can be reached at: Charlotte A. Erdmann, Esq. ORLANDO TAX LAW 111 N. Orange Ave., Suite 1040 Orlando, FL 32801 Tel: (407) 347-4701 Fax: (407) 442-0712 About GEA Seaside Investment GEA Seaside Investment Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00800) on March 12, 2018. Judge Jerry A. Funk oversees the case. The Debtor is represented by Adam Law Group, P.A., as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. GOGO INC: Closes $30 Million Revolving Credit Facility ------------------------------------------------------ Gogo reported the completion of its previously disclosed $30 million asset-based revolving credit facility. "The closing of our $30 million revolving credit facility provides additional buffer capital and represents another important step in the strengthening of our balance sheet and liquidity without equity dilution," said Oakleigh Thorne, president and CEO of Gogo. "We continue to expect Free Cash Flow improvement of at least $100 million in 2019 versus 2018 and meaningfully positive annual Free Cash Flow in 2021." Following the closing of this credit facility, the Company expects to maintain a minimum total liquidity balance of approximately $100 million. The Company does not anticipate requiring additional capital based on its current plans and projected cash flow trajectory, except as needed to refinance its debt obligations maturing in 2022 and 2024. About Gogo Gogo Inc. -- http://www.gogoair.com/-- is a global provider of broadband connectivity products and services for aviation. The Company designs and sources innovative network solutions that connect aircraft to the Internet and develop software and platforms that enable customizable solutions for and by its aviation partners. Gogo's products and services can be found on thousands of aircraft operated by global commercial airlines and thousands of private aircraft, including those of the largest fractional ownership operators. Gogo is headquartered in Chicago, IL, with additional facilities in Broomfield, CO, and locations across the globe. Gogo reported a net loss of $162.03 million for the year ended Dec. 31, 2018, compared to a net loss of $172.0 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $1.28 billion in total assets, $1.64 billion in total liabilities, and a total stockholders' deficit of $363.60 million. * * * As reported by the TCR on April 18, 2019, Moody's Investors Service changed the outlook on Gogo Inc. to stable from negative. Concurrently, Moody's affirmed Gogo's corporate family rating at Caa1. Moody's said that despite the improvement in liquidity, Gogo's Caa1 CFR remains warranted given the company's high leverage which Moody's expects at around 9.9x (Moody's adjusted debt/EBITDA) by end 2019 along with the continued need for Gogo to invest heavily in technology and equipment installs to pursue its growth ambitions outside of North America. Gogo's Caa1 also reflects the company's small scale relative to other players in the wider telecommunications industry as well as the highly competitive environment it operates in. S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Gogo Inc, according to a TCR report dated April 19, 2019. S&P said the company's proposed refinancing of the Company's capital structure will boost its short-term liquidity by extending the maturity profile of its obligations but the rating agency expects the company to burn cash over the next year. The rating agency said it affirmed its 'CCC+' issuer credit rating because it does not envision a default within the next year. GREENCURE HOLDING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: GreenCure Holding, LLC 7010 La Presa San Gabriel, CA 92775 Business Description: GreenCure Holding LLC is a privately held company based in San Gabriel, California. Chapter 11 Petition Date: August 29, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-20245 Judge: Hon. Ernest M. Robles Debtor's Counsel: James Mortensen, Esq. SOCAL LAW GROUP, PC 2855 Michelle Drive, Suite 120 Irvine, CA 92606 Tel: 213-387-7414 Fax: 213-387-8414 E-mail: pimmsno1@aol.com pimmsno2@gmail.com Total Assets: $700,000 Total Liabilities: $1,400,000 The petition was signed by Iqbal Ashraf, manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb19-20245.pdf HERB PHILIPSON'S: Liquidation Sales at 3 Stores Approved -------------------------------------------------------- The Rome Sentinel reports that U.S. Bankruptcy Court Judge Diane Davis in late August 2019 approved a plan to allow a liquidation sale to proceed at Herb Philipson's Army and Navy Stores Inc.'s stores in Rome, New Hartford and Herkimer in New York. According to the report, in order to expedite the sales, Judge Davis approved a request by the parties to waive certain requirements of New York law governing liquidation sales, particularly those requiring a liquidation license and relating to moving merchandise among stores. If any goods are left after the sale, the creditors will leave them to the Debtor to dispose of as needed but not to be the responsibility of the respective landlords. The report relates that the liquidation sales are expected to take about three months. No one submitted a bid at a July auction for the company. A hearing was scheduled for Sept. 18, 2019, to convert the case to one governed by Chapter 7 of the federal bankruptcy law, which pertains to liquidation, or completely closing, of a business rather than reorganizing under Chapter 11. About Herb Philipson's Army Founded in 1951, Herb Philipson's Army and Navy Stores Inc. -- https://herbphilipsons.com/ -- is a retailer for outdoor and casual apparel, workwear, footwear and sporting goods. Herb Philipson's is known for brands such as Carhartt, Columbia, Levi, Lee, Under Armour, Dickies, Timberland and The Northface. It is also the exclusive retailer for the Utica Comets Hockey Team and the new Utica City Football Club. Herb has retail locations in Rome, Liverpool, New Hartford, Newark, Oneida, Oswego, Herkimer, DeWitt, and Watertown, New York. Herb Philipson's Army and Navy Stores Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 18-61376) on Oct. 8, 2018. In the petition signed by Guy Viti, president, the Debtor estimated assets of less than $10 million and debt of less than $50 million. The Debtor tapped Cullen and Dykman LLP and Griffin Hamersky LLP as counsel; Scouler Kirchhein, LLC as financial advisor; and Kurtzman Carson Consultants LLC as its claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Oct. 19, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel. HHH CHOICES: Court Denies S. Southard Bid to Withdraw Reference --------------------------------------------------------------- District Judge Analisa Torres denied without prejudice Plaintiff's motion to withdraw the reference in the case captioned SEAN SOUTHARD, as Plan Administrator of the Amended Chapter 11 Plan of Liquidation for HEBREW HOSPITAL SENIOR HOUSING, INC., Plaintiff, v. MARY FRANCES BARRETT, BRIAN PERINO, PETER SANNA, PETER CUTAIA, ALAN PEARCE, CHARLES GOLDBERGER, MICHAEL LAUB, MARVIN LIFSON, DONNA JAKUBOVITZ, EDWARD SCHECTER, LEON SILVERMAN, and DAVID KERSHNER, Defendants, No. 19 Civ. 1339 (AT) (S.D.N.Y.). Plaintiff brought this suit against Defendants, alleging breaches of fiduciary duty and other violations of state law in connection with the alleged mismanagement of a senior living facility. This suit was filed as an adversary proceeding in the United States Bankruptcy Court for the Southern District of New York. Plaintiff moved to withdraw the reference to the Bankruptcy Court pursuant to 28 U.S.C. section 157(d). Here, the parties agree that the Bankruptcy Court does not have the authority to adjudicate Plaintiff's claims, which weighs in favor of withdrawal. Plaintiff has asserted a demand for a jury trial, which cannot take place in bankruptcy court. Moreover, Plaintiff's claims for breach of fiduciary duty appear to be legal in nature, not equitable. Defendants are correct that historically, breach of fiduciary duty claims were considered to be equitable in nature but where "the plaintiff seeks only to recover funds attributable to plaintiff's loss, not the defendant's unjust gain, the action seeks compensatory damages and is legal in nature." In addition, there are no indicia of forum shopping here. These factors, therefore, weigh toward withdrawal. Considerations of efficiency, however, weigh against withdrawing the reference at this time. Courts in this district routinely deny motions to withdraw the reference before a case is ready to be tried. The parties are currently engaged in discovery in the Bankruptcy Court. Both parties acknowledge the efficiencies of allowing the Bankruptcy Court to continue pre-trial proceedings. The Court, therefore, denies Plaintiff's motion to withdraw the reference, without prejudice to renewal when the parties are ready to proceed to trial. A copy of the Court's Order dated March 28, 2019 is available at https://bit.ly/2L7Dd30 from Leagle.com. Sean Southard, as Plan Administrator of the Amended Chapter 11 Plan of Liquidation for Hebrew Hospital Senior Housing, Inc., Plaintiff, represented by David Jay Stone , Bragar, Eagel & Squire P.C., Jason W. Burge , Fishman Haygood, L.L.P., pro hac vice, Lawrence P. Eagel , Bragar, Eagel & Squire P.C. & Thomas Robert Califano , DLA Piper US LLP. Mary Frances Barrett, Brian Perino, Peter Sanna, Peter Cutaia, Alan Pearce, Charles Goldberger, Michael Laub, Marvin Lifson, Donna Jakubovitz, Leon Silverman & David Kershner, Defendants, represented by Claire Marie Hankin-Wray , Goldberg Segalla, LLP & Jill Catherine Owens , Goldberg Segalla, LLP. Edward Schecter, Defendant, represented by Claire Marie Hankin-Wray , Goldberg Segalla, LLP. About HHH Choices Health Plan Three alleged creditors owed about $1.9 million submitted an involuntary Chapter 11 petition for HHH Choices Health Plan, LLC, on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The petitioners are The Royal Care, Inc., (allegedly owed $772,762), Amazing Home Care Services ($1,178,752), and InterGen Health LLC ($42,298), all claiming that they are owed by the Debtor for certain services rendered. They all tapped Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New York, as counsel. With the consent from the board of directors, HHH Choices filed a notice of consent to order for relief on June 1, 2015, and an order for relief was entered on June 22, 2015. HHH Choices was engaged in operating a managed long-term care program ("MLTCP"). HHH Choices, which essentially was a health insurance maintenance plan, sold its business in 2015. On Dec. 9, 2015, Hebrew Hospital Senior Housing, Inc., commenced a Chapter 11 case (Bankr. S.D.N.Y. Case No. 15-13264). HHSH is engaged in the sponsorship and operation of a 120-unit continuing care retirement community ("CCRC") with ancillary components consisting of; a 20 bed skilled nursing facility ("SNF"), which includes an adult day healthcare program ("ADHCP"), and a 10-bed enriched housing unit. These programs are commonly known as, Westchester Meadows and Fieldstone. On Jan. 8, 2016, Hebrew Hospital Home of Westchester, Inc., commenced a Chapter 11 Case (Case No. 16-10028). HHHW's predecessor, Hebrew Hospital Home, Inc. owned and operated a 480-bed skilled nursing facility located in the Bronx. In 1998, HHHW opened a new 160-bed facility situated at 61 Grasslands Road, Valhalla, New York. HHHW sold the Bronx SNF in 2007 and the Westchester SNF in mid-2015. HHHW no longer has any active business operations. However, it still has responsibilities to wind-up its affairs, including finishing any remaining billing and processing, filing reports with regulatory agencies and closing its books and records. The true-up process and final reconciliation with the purchasers of the Westchester SNF is incomplete. The Debtors sought and obtained an order directing joint administration of their cases under Case No. 15-11158. Judge Michael E. Wiles oversees the cases. Mary Frances Barrett is president of all of the Debtors. The Debtors tapped Harter Secrest & Emery LLP as counsel and Getzler Henrich & Associates LLC as financial advisor. The Office of the U.S. Trustee appointed five creditors of HHH Choices to serve on an official committee of unsecured creditors. The HHH Choices Committee tapped Farrell Fritz, P.C., as counsel. William K. Harrington, U.S. Trustee for Region 2, appointed five creditors of Hebrew Hospital Home of Westchester Inc., an affiliate of HHH Choices Health Plan LLC, to serve on an official committee of unsecured creditors. The Hebrew Hospital Committee tapped Duane Morris as counsel and Alston & Bird LLP as counsel. The Official Committee of Unsecured Creditors of Hebrew Hospital Senior Housing, Inc., hired Bragar Eagel & Squire, P.C., as special litigation counsel. * * * Hebrew Hospital Home of Westchester, Inc., and its Official Committee of Unsecured Creditors filed a joint Chapter 11 plan of liquidation on Aug. 10, 2017. The Official Committee of Unsecured Creditors of HHH Choices Health Plan filed a Chapter 11 plan of liquidation for the Debtor on Aug. 15, 2017. Hebrew Hospital Senior Housing, Inc., on April 18, 2018, filed a Chapter 11 Plan of Liquidation. The Plan is not jointly filed by the Official Committee of Unsecured Creditors. HOLDINGS OF SOUTH FLORIDA: Court Conditionally Approves Disclosures ------------------------------------------------------------------- The disclosure statement explaining the plan of reorganization filed by Holdings of South Florida, Inc., dba Automac 2 dba Automac, is conditionally approved. September 17, 2019, is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 10:30 a.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida. Any objections to Disclosure or Confirmation must be filed and served seven (7) days before the date set. General unsecured creditors are classified in Class 11, and will receive an estimated distribution of 8% of their allowed claims, to be distributed as follows: $200 per month pro rata distribution over 120 months. No penalty for pre-payment. Payments and distributions under the Plan will be funded by income derived from the Debtor's used car dealership in Jacksonville, Florida. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y2hw55y7 from PacerMonitor.com at no charge. About Holdings of South Florida Holdings of South Florida, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-01219) on April 2, 2019. The Debtor hired the Law Offices of Mickler & Mickler as attorney. ICMFG & ASSOCIATES: BBG Bid for Adverse Inference vs M. Doyle Nixed ------------------------------------------------------------------- In the case captioned ICMFG & Associates, Inc., Plaintiff, v. The Bare Board Group, Inc., Defendant/Counter-Plaintiff, v. ICMFG & Associates, Inc., et al., Plaintiffs/Counter-Defendants, Adv. Pro. No. 17-ap-00299 (Bankr. M.D. Fla.) issued an order denying the Bare Board Group, Inc.'s request for an adverse inference. In August 2011, Mike Doyle's hard drive crashed. To recover the hard drive's data, Doyle was told he would have to send it to an outside source, which would cost $2,000. Not wanting to spend the money, Doyle threw the hard drive out. Eight months later, Doyle (and others) were sued by The Bare Board Group, Inc. At trial, Bare Board, which had a shaky lost profits claim against Doyle and the other Defendants, asked the Court to draw an adverse inference that the information on Doyle's hard drive would establish that the Defendants caused its lost profits. Because Bare Board is unable to establish that Doyle (or the other Defendants) had a duty to preserve the hard drive or that Doyle acted in bad faith when he threw the hard drive out, the Court denies Bare Board's request for an adverse inference. The Court has broad discretion when considering sanctions for spoliation. Spoliation sanctions should be imposed to deter parties from destroying evidence. Here, if the Court accepts Bare Board's argument that the wrongful acts by Doyle and others by itself gives rise to a duty to preserve, then the exception to the general rule that no duty to preserve exists would swallow the rule, and a duty to preserve will exist in every case. At bottom, the Court concludes that Bare Board has failed to prove that the litigation, in this case, was reasonably foreseeable, and even if it was, there was insufficient evidence to show that Doyle threw out his hard drive in bad faith. A copy of the Court's Memorandum Opinion and Order dated March 29, 2019 is available at https://bit.ly/2Zyj9A2 from Leagle.com. ICMFG & Associates, Inc., Plaintiff, represented by Matthew B. Hale, Stichter, Riedel, Blain & Postler, Robert W. Hitchens, Hitchens & Hitchens, P.A. & Susan H. Sharp, Stichter, Riedel, Blain & Postler, P.A. The Bare Board Group, Inc., Defendant, represented by Stephanie C. Lieb, Trenam, Kemker & Lori V. Vaughan, Trenam Kemker. The Bare Board Group, Inc., Counter-Plaintiff, represented by Lori V. Vaughan, Trenam Kemker. ICMFG & Associates, Inc., Counter-Defendant, represented by Matthew B. Hale, Stichter, Riedel, Blain & Postler, Robert W. Hitchens, Hitchens & Hitchens, P.A. & Susan H. Sharp, Stichter, Riedel, Blain & Postler, P.A. About ICMFG & Associates ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-06552) on July 29, 2016. The petition was signed Michael Doyle, president. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Stichter, Riedel, Blain & Postler, PA represents the Debtor as counsel. The Debtor employed Cheri Surface, BS, MBA as an accountant. IDATA MEDICAL: Seeks to Hire Scott W. Spradley as Attorney ---------------------------------------------------------- Idata Medical Documentation, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Law Offices of Scott W. Spradley, P.A., as attorney to the Debtor. Idata Medical requires Scott W. Spradley to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Scott W. Spradley will be paid at the hourly rate of $300. The Firm will be paid a retainer in the amount of $10,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott W. Spradley, partner of the Law Offices of Scott W. Spradley, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Scott W. Spradley can be reached at: Scott W. Spradley, Esq. LAW OFFICES OF SCOTT W. SPRADLEY, P.A. 109 5th St. Flagler Beach, FL 32136 Tel: (386) 693-4935 E-mail: scott@flaglerbeachlaw.com About Idata Medical Documentation IData Medical Documentation, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02474) on July 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Jerry A. Funk. The Debtor is represented by the Law Offices of Scott W. Spradley, P.A. IN MARKETING: Sept. 9 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on September 9, 2019, at 10:00 a.m. in the bankruptcy case of Inmarketing Group, Inc. dba IN Marketing Group, Inc. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About IN Marketing IN Marketing Group -- http://www.inmarketinggroup.com-- is an advertising agency that helps companies grow by providing corporate gifts and customized incentive programs to their clients. The Company has helped businesses penetrate new markets, reward their loyal customers, upsell to existing clients while retaining their top sales performers. IN Marketing Group, filed a chapter 11 petition (Bankr. D. N.J. Case No. 19-25754) on August 14, 2019. The petition was signed by Alan Traiger, president. Hon. Stacey L. Meisel presides over the case. IN Marketing Group disclosed $2,206,521 in assets and $4,513,541 in liabilities Michael Todd Contos, Esq. at Wilk Auslander LLP represents the Debtor as counsel. JACKSON OVERLOOK: Lender to Get Proceeds of Sale ------------------------------------------------ Jackson Overlook Corporation and Fort Tryon Tower SPE LLC filed an amended Chapter 11 plan and accompanying amended disclosure statement. Class 2 The Lender's Secured Mortgage Claim are impaired. The Lender shall receive the proceeds of the Sale in accordance with the Settlement Stipulation and the waterfall. In the event of a Lender Credit Bid Plan Sale, the Lender shall receive the Assets pursuant to the terms of the credit bid. Class 3 General Unsecured Claims are impaired. Each holder of a Class 3 Allowed General Unsecured Claim shall receive one or more distributions on a pro rata basis from the General Unsecured Claims Distribution Amount up to one hundred (100%) percent of such Allowed General Unsecured Claims. Class 4 Equity Interests in Jackson Overlook Corp. are impaired. Eligible to receive residual surplus proceeds, if any, from a Third-Party Purchaser Plan Sale remaining after payment of all other obligations. The parties expect that there will be sufficient proceeds from a Third-Party Purchaser Plan Sale to pay the DIP Loan, Bankruptcy Fees, Allowed Administrative Expense Claims and Allowed Priority Claims under the Plan and make distributions in accordance with the agreed waterfall consistent with the terms of the Settlement Stipulation. A full-text copy of the Amended Disclosure Statement dated August 22, 2019, is available at https://tinyurl.com/yyf8fqs8 from PacerMonitor.com at no charge. Attorneys for the Debtors: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway 22nd Floor New York, New York 10036 (212) 221-5700 About Jackson Overlook Corp. Jackson Overlook Corp. owns a 100% membership interest in Fort Tryon Tower SPE LLC. Fort Tryon owns certain real property located in the Hudson Heights section of Manhattan at 1 Bennett Park, New York. The property is the site of an intended but still incomplete 23-storey, 114-unit condominium development project that was originally scheduled to open years ago but ran into a host of problems involving lenders, cessation of financing, cessation of construction, and changing market conditions. Jackson Overlook sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-12465) on Aug. 14, 2018. In the petition signed by Rutherford H.C. Thompson, authorized manager, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Goldberg Weprin Finkel Goldstein LLP is the Debtor's legal counsel. William Henrich of Getzler Henrich & Associates LLC is the chief restructuring officer. JADOOTV INC: Hires Chan Punzalan as Special Counsel --------------------------------------------------- Jadootv, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ Chan Punzalan LLP as special litigation counsel to the Debtor. On Nov. 20, 2018, DISH Network LLC filed a complaint for copyright infringement in the U.S. District Court for the Central District of California against JadooTV, Inc., Sajid Sohail, Haseeb Shah, IDC Resources, East West Audio Video, Inc., and Punit Bhatt, with case No. 2:18-cv-09768-FMO-KS (C.D. Cal.). Jadootv, Inc., requires Chan Punzalan to represent and provide legal services to the Debtor in the case filed by DISH Network LLC. Chan Punzalan will be paid at these hourly rates: Partners $410 to $450 Associates $350 Paraprofessionals $125 to $175 Chan Punzalan will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Punzalan, partner of Chan Punzalan LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Chan Punzalan can be reached at: Mark Punzalan, Esq. CHAN PUNZALAN LLP 2000 Alameda de las Pulgas, Suite 154 San Mateo, CA 94403 Tel: (650) 362-4150 About Jadootv Inc. JadooTV, Inc. -- https://jadootv.com/ -- is a consumer technology and services company, delivering live and on-demand entertainment to viewers through its Internet based set-top box (STB). JadooTV is a distributor of Internet based South Asian & Multicultural content, bringing television, movies, music and more to diaspora from India, Pakistan, Bangladesh, Afghanistan and Middle East. CloudStream Media is a cloud-based content & technology services company serving multicultural customers worldwide across all media channels and devices. CloudStream owns and operates JadooTV. JadooTV, Inc. and CloudStream Media filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 19-41283) on May 31, 2019. In the petitions signed by CEO Sajid Sohail, the Debtors each estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Jane Kim, Esq. at Keller & Benvenutti LLP, is serving as bankruptcy counsel to the Debtors. Chan Punzalan LLP, is special litigation counsel. JC LAUNDRY: Seeks to Hire Jacob Reich as Counsel ------------------------------------------------ JC Laundry, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Office of Jacob Reich as counsel to the Debtor. JC Laundry requires Jacob Reich to: a. advise the Debtor about the requirements of the bankruptcy court, the bankruptcy code, the bankruptcy rules, and the U.S. Trustee; b. advise the Debtor about certain rights and remedies of the Debtor's bankruptcy estate and the rights, claims, and interests of the creditors; c. represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving the Debtor's estate, unless the Debtor is represented in such proceeding or hearing by other special counsel; d. conduct examinations of witnesses, claimants, or adverse parties and represent the Debtor in any adversary proceeding; e. prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, applications to employ professionals, monthly operating reports, quarterly reports, and other motions; f. assist the Debtor in the negotiation, formulation, preparation, and ultimate confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and g. perform any other services which may be appropriate in the Firm's representation of the Debtor during the Debtor's bankruptcy case. Jacob Reich will be paid at the hourly rate of $480. The Debtor paid Jacob Reich a retainer in the amount of $19,717. Jacob Reich will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacob Reich, a partner of the Law Office of Jacob Reich, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jacob Reich can be reached at: Jacob Reich, Esq. LAW OFFICE OF JACOB REICH 8383 Wilshire Blvd., Suite 510 Beverly Hills, CA 90211 Tel: (323) 655-5408 E-mail: AttorneyReich@yahoo.com About JC Laundry JC Laundry, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 19-19149) on Aug. 6, 2019, estimating under $1 million in both assets and liabilities. The Law Office of Jacob Reich, led by founder Jacob Reich, Esq., is the Debtor's counsel. JULIETTE FALLS: Seeks to Hire Richard A. Perry as Attorney ---------------------------------------------------------- Juliette Falls Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Richard A. Perry, P.A., as attorney to the Debtor. Juliette Falls requires Richard A. Perry to: a. advise and counsel the debtor-in-possession concerning the operation of any business in compliance with chapter 11 and orders of the Bankruptcy Court; b. prosecute and defend any causes of action on behalf of the debtor-in-possession; c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, and other legal papers; and d. assist in the formulation of a plan of reorganization and preparation of a disclosure statement. Richard A. Perry will be paid at these hourly rates: Attorneys $300 Staffs $115 The Debtor paid Richard A. Perry a retainer in the amount of $6,717. Richard A. Perry will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm's founding partner, Richard A. Perry, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Richard A. Perry can be reached at: RICHARD A. PERRY, P.A. Richard A. Perry, Esq. 820 East Fort King Street Ocala, FL 34471-2320 Tel: (352) 732-2299 E-mail: richard@rapocala.com About Juliette Falls Properties Juliette Falls Properties, LLC, filed a voluntary Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02937) on Aug. 1, 2019, disclosing under $1 million in both assets and liabilities. Richard A. Perry, P.A., led by founding partner Richard A. Perry, is the Debtor's counsel. KENNY STRANGE: Court Conditionally Approves Disclosure Statement ---------------------------------------------------------------- The disclosure statement filed by Kenny Strange Electric, Inc. is conditionally approved. A confirmation hearing will be held at 110 E. Park Avenue, 2nd Floor Courtroom, Tallahassee, FL 32301 on October 15, 2019 at 02:00 PM, Eastern Time. October 8, 2019, is fixed as the last day for filing and serving written objections to the disclosure statement, and is fixed as the last day for filing acceptances or rejections of the plan. Objections to confirmation must be filed and served seven (7) days before the date set. Class 9 consists of the Allowed Unsecured Claims not otherwise classified under the Plan. Both Class 8 and Class 9 creditors shall be paid a cumulative amount of $904,020.63 to be paid out Pro Rata on the Effective Date. The Debtor currently estimates Class 9 would receive $673,850.29. Class 9 is Impaired under the Plan and the Holder of Class 9 is entitled to vote to accept or reject the Plan. A full-text copy of the Disclosure Statement is available at https://tinyurl.com/y6xp7odq from PacerMonitor.com at no charge. About Kenny Strange Electric Inc. Kenny Strange Electric, Inc. provides electrical work and services. It was founded in 2004 and is based in Panama City, Florida. Kenny Strange Electric sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-50012) on Jan. 23, 2019. At the time of the filing, the Debtor disclosed $2,405,817 in assets and $790,920 in liabilities. The case has been assigned to Judge Karen K. Specie. The Debtor tapped David Jennis, P.A. as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Kenny Strange Electric, Inc. as of Feb. 26, according to a court docket. LE JARDIN HOUSE: Taps McArdle Perez as Special Counsel ------------------------------------------------------ Le Jardin House, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire McArdle, Perez & Franco, P.L., as its special counsel. The firm will assist the Debtor with the closing of the sale of 18 condominium units in Bay Harbor Islands, Fla. McArdle has agreed to a fixed fee of $1,250 per unit, plus owner or lender title insurance premiums and endorsement at minimum promulgated risk rates to be paid at closing from the proceeds. The firm will also advise the Debtor on condominium law and has agreed to charge its ordinary hourly fees. Rafael Perez, Esq., at McArdle, disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rafael Perez, Esq. McArdle, Perez & Franco, P.L. 255 Alhambra Circle, STE 925 Coral Gables, FL 33134 Phone: (305) 442-2214 Fax: (305) 442-2291 Email: rperez@mcper.com About Le Jardin House Le Jardin House, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Le Jardin is the fee simple owner of a property located at 1150 102nd St., Bay Harbor Island, Fla., valued by the company at $26.21 million. Le Jardin House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19182) on July 11, 2019. At the time of the filing, the Debtor disclosed $27,490,523 in assets and $7,167,406 in liabilities. The case is assigned to Judge Robert A. Mark. Edelboim Lieberman Revah Oshinsky PLLC is the Debtor's bankruptcy counsel. LONGHORN JUNCTION: Seeks to Hire Hajjar Peters as Legal Counsel --------------------------------------------------------------- Longhorn Junction Land and Cattle Company, LLC, and SC Williams, LLC, seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Hajjar Peters, LLP as their legal counsel. The firm will provide services in connection with the Debtors' Chapter 11 cases, which include legal advice regarding their powers and duties under the Bankruptcy Code; representation in adversary proceedings; negotiation and documentation of any sale or refinancing of their property; and the preparation of a plan of reorganization. The firm's hourly rates are: Ron Satija $395 Other attorneys $200 - $400 Paralegal $150 As of Aug. 25, the firm held a retainer of $3,283.50. Hajjar Peters has no connections with the Debtors' creditors, the U.S. trustee or any other "party in interest," according to court filings. The firm can be reached through: Ron Satija, Esq. Charlie Shelton, Esq. Hajjar Peters, LLP 3144 Bee Caves Road Austin, TX 78746 Email: rsatija@legalstrategy.com cshelton@legalstrategy.com About Longhorn Junction and SC Williams Longhorn Junction Land and Cattle Company, LLC, classifies itself as "single asset real estate" (as defined in 11 U.S.C. Section 101 (51B)). SC Williams, LLC is engaged in renting and leasing real estate properties. Longhorn Junction and SC Williams sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No. 19-10883) on July 2, 2019. At the time of the filing, Longhorn Junction estimated assets of between $10 million and $50 million and liabilities of the same range. SC Williams estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. The cases are assigned to Judge Tony M. Davis. MARRONE BIO: Establishes $36.6 Million Financing Facility --------------------------------------------------------- Marrone Bio Innovations Inc. has established a $36.6 million financing facility with existing investors Ospraie Ag Science LLC, Ardsley Partners Renewable Energy Fund, L.P., and Ivan Saval through a right for Marrone Bio to call the exercise of the investors' outstanding warrants at $1.00 per share. New warrants to purchase shares at a higher exercise price of $1.75 will be issued on a one-for-one basis along with every called share under the outstanding warrants. The Company expects to draw upon the facility only as needed, and may draw on the facility at any time the Company's stock trades above $1.00 per share. The company has issued an initial $10 million drawdown, which is scheduled to complete by early September 2019. In addition to using a portion of the drawn funds for the acquisition of Pro Farm Technologies OY, any resulting cash raised is anticipated to be sufficient to fund the current operating plan to a breakeven level, as well as fund near-term strategic alternatives. Marrone Bio believes its entry into a definitive agreement for the acquisition of Pro Farm Technologies will drive substantial growth by expanding its global platform in the $4.6 billion seed- and soil-treatment markets. Pro Farm is being acquired through a combination of cash and Marrone Bio stock, and is expected to be accretive to net income and cash flow from operations in 2020. "The establishment of this financing facility demonstrates the support of our largest investors to grow Marrone Bio as a leading biologicals platform company in the agricultural industry," said Marrone Bio chairman of the Board Bob Woods. "With the ability to call the exercise of existing warrants at its election, the Company is assured of the funds it needs to make strategic moves for the foreseeable future through a cost-effective vehicle." "Our participation in the warrant exercise facility strongly signals our belief in the growth potential of Marrone Bio in the burgeoning biostimulant market," said Dwight Anderson, founder of Ospraie Management LLC, an affiliate of the largest shareholder of Marrone Bio. "There are immediate opportunities to create a more powerful global commercial platform with greater long-term strategic alternatives. We think it is critical for Marrone Bio to participate in such opportunities, and thus our support for ensuring the Company has the ability to fund and fuel that growth." About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. Marrone Bio inccured a net loss of $20.21 million for the year ended Dec. 31, 2018, compared to a net loss of $30.92 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $47.34 million in total assets, $43.85 million in total liabilities, and $3.49 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MARRONE BIO: Incurs $6.75 Million Net Loss in Second Quarter ------------------------------------------------------------ Marrone Bio Innovations, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $6.75 million on $6.99 million of total revenues for the three months ended June 30, 2019, compared to a net loss of $4.87 million on $5.75 million of total revenues for the same period during the prior year. For the six months ended June 30, 2019, the Company reported a net loss of $10.66 million on $15.71 million of total revenues compared to a net loss of $10.12 million on $10.07 million of total revenues for the six months ended June 30, 2018. As of June 30, 2019, the Company had $47.34 million in total assets, $43.85 million in total liabilities, and $3.49 million in total stockholders' equity. Gross margins in the second quarter improved 710 basis points to 54.4 percent as a result of a favorable product mix. Operating expenses were $10.2 million in the period, as compared with operating expenses of $7.2 million in the second quarter of 2018. The increase was driven primarily by additional legal, accounting and acquisition -related expenses. Planned investments in strategic research and development programs and employee-related expenses also led to the higher level of spending. Cash used in operations was $3.0 million in the second quarter of 2019, a 42 percent decrease from the cash used in operations in the second quarter of 2018, primarily from a more favorable working capital position. Management Commentary "The commercial, financial and strategic results of the first half of 2019 underscore the breadth of the transformation we are undergoing at Marrone Bio," said Dr. Pam Marrone, chief executive officer of Marrone Bio Innovations. "We see a clear path forward to leverage our scientific, manufacturing and commercial expertise into a global platform of biologically based crop protection and crop stimulant products." "With the announcement of today's acquisition and the financing facility, we are creating the capacity to break through with a larger commercial presence and enhanced long-term strategic options as a partner of choice with our growers, distributors and agriculture company peers." Operational Highlights * Marrone Bio and Compass Minerals (NYSE: CMP) Plant Nutrition formed a research collaboration to develop new specialty plant nutrient products enhanced with microorganisms. The new products will be developed with patented technologies aimed at helping crops take up nutrients more efficiently, to increase crop health and reduce crop stress. * The Company entered into a global, non-exclusive research collaboration with Valagro S.p.A to leverage a subset of Marrone Bio's collection of 18,000 microorganisms in conjunction with Valagro's biostimulant products that enhance crop yield and quality. * Marrone Bio received a notice of allowance from the U.S. Patent and Trademark Office for key claims covering the composition and method of formulating for Grandevo WDG microbial-based bioinsecticide. A full-text copy of the Form 10-Q is available for free at: https://is.gd/jQWujr About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com/-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. Marrone Bio inccured a net loss of $20.21 million for the year ended Dec. 31, 2018, compared to a net loss of $30.92 million for the year ended Dec. 31, 2017. As of March 31, 2019, Marrone Bio had $52.38 million in total assets, $42.80 million in total liabilities, and $9.57 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MARRONE BIO: Will Acquire Pro Farm Technologies ----------------------------------------------- Marrone Bio Innovations Inc. has entered into a definitive purchase agreement to acquire Pro Farm Technologies OY, which will increase Marrone Bio's market share and global platform in the $4.6 billion seed- and soil-treatment market. With the acquisition of Pro Farm, Marrone Bio will add proprietary nutrient and biostimulant technology and products for seed and foliar treatments to its portfolio. This transaction also will give the company a significant opportunity to leverage an expanded global distribution network for all of MBI's products. Marrone Bio expects to benefit from partial-year sales in 2019 as a result of the transaction. With historical gross margins significantly higher than Marrone Bio's current product portfolio average, the Pro Farm acquisition is expected to be accretive to net income and cash flow from operations in 2020. "This acquisition is an example of the kind of transformative investments that we seek to grow Marrone Bio from a product, crop and geographic perspective, and to do so in a way that can immediately accelerate our revenue growth and margin expansion," said Marrone Bio chairman of the Board Bob Woods. "We believe acquisitions like Pro Farm will allow us to cost-effectively expand our global scale, and significantly escalate our growth trajectory." Marrone Bio Chief Executive Officer Dr. Pam Marrone added, "Today's announcement is a critical step in our strategic objective to build a platform company that leverages our scientific, manufacturing and commercial expertise through new agricultural solutions. We believe we have the technology, talent and financial support to achieve our goal of creating a biological ag inputs company of major scope and scale." The transaction is expected to close in the third quarter of 2019, subject to satisfaction of customary conditions. Pro Farm is being acquired for an agreed enterprise value of $31.8 million, including a combination of $6.2 million cash and 12.7 million shares of Marrone Bio stock to be paid to Pro Farm'’s equity holders, debt holders and advisors upon the closing of the transaction, as well as the opportunity for potential payment of a total of up to $7.5 million of additional shares of stock deliverable from 2021 through 2024 based on the achievement of agreed commercial milestones. Pro Farm Background Pro Farm, based in Finland, expands Marrone Bio's international presence with a portfolio of products with a new mode of action to stimulate plant growth and improve plant health, resulting in improved yields and crop quality. The Pro Farm manufacturing process begins with lignin - the key structural material found in wood and bark. The lignin is extracted as a byproduct from the pulp and paper industry, which Pro Farm converts into a purified derivative called lignosulfonate. The lignosulfonate is then combined in proprietary and patent-protected formulations that are highly concentrated and bio-available. The resulting plant stimulants encourage earlier plant establishment, more robust plant emergence, and overall improved plant health. Pro Farm's proven technology is used in seed and foliar treatments in the major row and specialty crops of corn, cereals, sunflowers, oilseed rape (canola), sugar beets and vegetables, with other crops in development. It has distribution agreements servicing most of the major global agricultural production areas, with particular strength in Europe and the Commonwealth of Independent States (CIS), and expansion under way in Latin America, North America, Africa and Asia. Marrone Bio intends to retain Pro Farm's key employees, and Pro Farm's partial ownership of its manufacturing facility will transfer with the acquisition. Industry Background The 2018 global seed treatment market is valued at $4.6-$4.9 billion (Mordor Intelligence and Adroit Market Research), growing at an estimated CAGR of 9.8 percent to 11.3 percent. Europe is 33.2 percent of the global seed treatment, valued at approximately $1.6 billion. About Marrone Bio Innovations Based in Davis, California, Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- discovers, develops and sells innovative biological products for crop protection, plant health and waterway systems treatment. MBI has screened over 18,000 microorganisms and 350 plant extracts, leveraging its in-depth knowledge of plant and soil microbiomes enhanced by advanced molecular technologies to rapidly develop seven effective and environmentally responsible pest management products to help customers operate more sustainably while uniquely improving plant health and increasing crop yields. Supported by a robust portfolio of over 400 issued and pending patents around its natural product chemistry, MBI's currently available commercial products are Regalia, Grandevo, Venerate, Majestene, Haven Stargus and Amplitude, Zelto and Zequanox. Marrone Bio inccured a net loss of $20.21 million for the year ended Dec. 31, 2018, compared to a net loss of $30.92 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $47.34 million in total assets, $43.85 million in total liabilities, and $3.49 million in total stockholders' equity. Marcum LLP, in San Francisco, CA, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 28, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MAXCOM USA: Drinker, Jewell Represent Ad Hoc Group of Noteholders ----------------------------------------------------------------- In the Chapter 11 cases of Maxcom USA Telecom, Inc., et al., the law firms of Drinker Biddle & Reath LLP and Ronald R. Jewell, Esq. submitted a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that they are representing Moneda, Moneda Deuda, LarranVial, UBS Clients and Fratelli. On or around August 19, 2019, Noteholders retained Drinker Biddle and Mr. Jewell to represent them in litigation against the debtors, Maxcom USA Telecom, Inc. and Maxcom Telecomunicaciones, S.A.B. DE C.V. Drinker Biddle represents only the interests of Noteholders and does not represent or purport to represent any other entities in connection with the Chapter 11 Case. Upon information and belief formed after due inquiry, Drinker Biddle does not hold any disclosable economic interests in relation to the Debtors. Mr. Jewell represents only the interests of Noteholders and does not represent or purport to represent any other entities in connection with the Chapter 11 Case. Upon information and belief formed after due inquiry, Mr. Jewell does not hold any disclosable economic interests in relation to the Debtors. As of August 28, 2019, members of the Ad Hoc Group and their disclosable economic interests are: (1) Moneda Latin American Corporate Debt c/o Moneda Asset Management 444 Madison Av, 8th floor New York, NY 10022 USA * Step-Senior Notes due 2020: $2,588,241 (2) Moneda Deuda Latinoamericana Fondo de Inversion c/o Moneda Asset Management 444 Madison Av, 8th floor New York, NY 10022 USA * Step-Senior Notes due 2020: $12,579,245 (3) Fondo Larrain Vial Renta Fija Latinoamericana c/o LarrainVial Asset Management Isidora Goyenechea 2800 15th Floor, Las Condes Santiago, Chile * Step-Senior Notes due 2020: $1,565,482 (4) Fratelli Investments Ltd. c/o Megeve Investments Calle Espoz 3150 oficina 401 Vitacura, Santiago, Chile * Step-Senior Notes due 2020: $3,628,906 (5) SKB Trust c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $2,477,605.00 (6) Jai-18 Investments Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $1,222,000.00 (7) Macapix International Inc. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $1,105,500.00 (8) MKB Trust c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $982,690.00 (9) MAV Trust c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $814,666.00 (10) Tortona Capital Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $650,000.00 (11) Inversiones San Felipe Inc. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $562,832.00 (12) Arkon CV c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $509,167.00 (13) Guipuzcoa Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $407,333.00 (14) Barham Corporation c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $407,333.00 (15) Kingland Holding Investments Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $400,000.00 (16) Barahona Flores c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $305,500.00 (16) Kifenor SA c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $254,583.00 (17) Niscaly SA c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $254,583.00 (18) Fradon Trading Inc. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $250,000.00 (19) Maistral Corp. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $203,666.00 (20) Cove Creek SAI Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $203,666.00 (21) Edificio Nebur SA c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $203,666.00 (22) Munuga LLC c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $203,666.00 (23) Gilmore Group Holdings Inc. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $198,575.00 (24) Inversiones Cholito Limitada c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $164,666.00 (25) Jacques Claudio Stivelman c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $160,999.00 (26) Viola, Marco c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $152,750.00 (27) PDC Investments Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $152,750.00 (28) Schibli, Paloma c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $150,000.00 (29) Marakena Corp. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $137,475.00 (30) Maria Eleonora Wroblewsky c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $120,000.00 (31) Amunategui, Miguel c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (32) Stivelman, Marcia c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (33) Barahona, Hernan c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (34) Andina Holding Corp. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (35) Emy CV Ltd. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $203,666.00 (36) Barham Corporation c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (37) Tamarila Corp. c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (38) Elfenbein Kaufmann, Julian c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (39) Errazuriz Arnolds, Cecilia c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (40) Guendelman, Andrea c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (41) Mayo, Fernando c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $101,833.00 (42) Von Krammer Kuhn, Ladislao c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $51,833.00 (43) Talmaciu, Isaac c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $30,000.00 (44) Mulina c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $711,126.00 (45) Jorge Sánchez y Otros c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $509,166.00 (46) Notro c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $712,833.00 (47) Dressar c/o UBS Financial Services Inc. 1251 Avenue of the Americas Second Floor New York, NY 10020 * Step-Senior Notes due 2020: $509,166.00 (48) Alkaner Assets LTD (Beta Capital) PO Box 957 Offshore Incorporations Centre Tortola, Road Town British Virgin Islands * Step-Senior Notes due 2020: $7,740,351 Counsel to the Ad Hoc Group of Noteholders can be reached at: DRINKER BIDDLE & REATH LLP James H. Millar, Esq. Frank F. Velocci, Esq. Brian P. Morgan, Esq. 1177 Avenue of the Americas, 41st Floor New York, NY 10036-2714 Telephone: (212) 248-3140 (Main) Facsimile: (212) 248-3141 E-mail: james.millar@dbr.com frank.velocci@dbr.com brian.morgan@dbr.com - and - Ronald R. Jewell, Esq. 105 Fillmore Street, Unit 206 Denver, CO 80206-4903 Telephone: (646) 919-0762 Facsimile: (845) 414-3426 E-mail: rrjewell1949@outlook.com About Maxcom USA Telecom Maxcom Telecomunicaciones, S.A.B. DE C.V is a limited liability public stock corporation (sociedad anonima burstatil de capital variable) with indefinite life, organized under the laws of Mexico in 1996. Maxcom USA is a wholly owned subsidiary of Maxcom Parent organized under the laws of New York in 2019. The Debtors are an integrated telecommunication services operator providing voice and data services to residential and small- and medium-sized business customers in markets that the Debtors believed were underserved by Telefonos de Mexico, S.A.B. de C.V., the local telecommunication incumbent, and other competing telecommunications providers. Maxcom USA Telecom, Inc., and Maxcom Telecomunicaciones, S.A.B. de C.V., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19-23489) on Aug. 19, 2019. At the time of filing, Maxcom USA's estimated assets was $100,000 to $500,000 and liabilities was $0 to $50,000. Maxcom Telecomunicaciones' estimated assets and liabilities was $100 million to $500 million. The cases are assigned to Hon. Robert D. Drain. The Debtors' counsel is Pedro A. Jimenez, Esq., and Irena Goldstein, Esq., at Paul Hastings LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal Mexico. Prime Clerk LLC serves as the Debtors' noticing, balloting and claims administration agent, and maintains the website https://cases.primeclerk.com/maxcom/ MONITRONICS INT'L: Moody's Assigns Caa1 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned ratings to Monitronics International, Inc. upon the alarm monitor's imminent emergence from bankruptcy, including a Caa1 Corporate Family Rating and a Caa1-PD Probability of Default Rating. Moody's assigned B1 facility ratings to Monitronics' new first-lien superpriority debt, including a $145 million revolver and a $150 million term loan. Moody's also assigned a Caa2 rating to a new, $822.5 million first-lien term loan. Proceeds from the term loans, as well as cash proceeds from a $200 million rights offering, a $100 million equitization of pre-petition term loans and drawings under the revolver, will be used to retire $1.25 billion of funded, pre-bankruptcy-petition debt and to pay for transaction costs. As part of the reorganization plan, all $585 million of Monitronics' 9.125% pre-petition senior unsecured notes have been converted into an 18% equity ownership interest in the post-bankruptcy company. Moody's assigned an SGL-3 Speculative Grade Liquidity rating, reflecting adequate liquidity. The rating outlook is stable. Assignments: Issuer: Monitronics International, Inc. Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Senior Secured 1st lien Term Loan due 2024, Assigned Caa2 (LGD4) Senior Secured Superpriority 1st lien Revolving Credit Facility due 2024, Assigned B1 (LGD1) Senior Secured Superpriority 1st lien Term Loan due 2024, Assigned B1 (LGD1) Outlook Actions: Issuer: Monitronics International, Inc. Outlook, Assigned Stable RATINGS RATIONALE Through the voluntary bankruptcy restructuring process, Monitronics is looking to reduce its heavy debt burden and return to a more sustainable capital structure. It will be a significantly less leveraged company upon emergence from bankruptcy; closing debt-to-RMR ("recurring monthly revenue") leverage, as of June 30, 2019, would be in the mid- to upper 20 times, as compared with 44 times before the restructuring. While the debt reduction saves the company, very roughly, $65 million in annual interest expense, the operational headwinds that Monitronics faces as it continues to transform towards a more direct-sales model weigh heavily on the credit. The direct sales model tends to generate lower ARPU. Due to a focus on higher-credit customers, overly aggressive past pricing increases, and normal subscriber-cohort effects, attrition is expected to remain at high levels relative to Moody's rated alarm monitoring universe. Consequently, revenues will suffer, thereby continuing a trend of fewer subscribers, elevated attrition, and declining revenues that has been happening at the company for a few years. Moody's rationale for the Caa1 CFR also acknowledges the execution risk the company faces in combatting: 1) steady-state free cash flow that is modestly negative in the first post-bankruptcy year (2019) and remains so in succeeding years; 2) an evolving strategy of increasing reliance on a direct sales force and less reliance on a dealer model, with short- to intermediate-term repercussions that include no improvement in ARPU, and higher expenses for sales and marketing and for technology; 3) high RMR attrition, at more than 17% through part of 2019 and remaining at approximately 16% in outlying years, resulting in the continuing decline in Monitronics' subscriber base and, in turn, continuing declines in revenue, and; 4) debt-to-RMR leverage that, although quite low in all years, continues to drift up (in the face of a static, 30-times debt-to-RMR covenant). Moody's stable outlook reflects its expectations for slightly negative revenue growth over the next two years, stabilizing by 2021. DIY customers, who generate lower ARPU than dealer-generated subscribers, will become an increasingly important revenue source for Monitronics. Attrition should begin to ease over the next few years, albeit from high levels, as the company's robust analytical and marketing efforts to support customer retention take hold. However, Moody's expects no improvement in debt-to-RMR leverage over the ratings horizon, with the measure within a band of 25 to 27 times over the ratings period. Moody's expects steady-state free cash flow to remain modestly negative through 2021. Moody's views Monitronics' liquidity as adequate as free cash flow, even on a steady-state basis, is expected to be moderately negative over the next few years. Moody's views liquidity as adequate despite cash flow shortfalls for supporting the subscriber base because Moody's assumes that Monitronics can curtail the active subscriber acquisition programs in order to free up funds. The company is emerging from bankruptcy with minimal balance sheet cash, and will rely heavily on the new, $145 million revolving credit facility to support Monitronics' subscriber base. Demands will be made on the company's liquidity as it spends to replenish customers attriting at a high rate, and builds out a direct-to-customer sales and marketing effort that had been constricted in the past by excessive financial leverage. The company anticipates roughly $15 million annual incremental spend for what it sees as high payback initiatives such as customer service automation, customer retention programs and analytics, and advertising for attracting additional direct-to-customer-driven subscribers. Lenders will have the benefit of three main financial covenants: maximum total debt-to-EBITDA leverage, maximum secured debt-to-RMR leverage, and minimum liquidity. Moody's believes there is modest risk that the covenants will be breached in the near to intermediate term. The ratings could be upgraded Monitronics can stabilize its weak operating trends and if liquidity improves. The ratings could be downgraded if Moody's expects acceleration in the weak subscriber and revenue trends, which would exacerbate Monitronics' liquidity position. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Monitronics International, Inc. provides alarm monitoring services to more than 900,000, mainly residential customers in the U.S. and Canada. Upon its emergence from bankruptcy, Monitronics will trade publicly on the OTC, likely under the ticker SCTY (subject to confirmation). MS SUPPLY & HOME: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: MS Supply & Home Health Co. PO Box 2642 Brandon, FL 33509 Business Description: MS Supply & Home Health is a provider of home health care services. The Company offers mobility aids, ambulation aids, sickroom setup, and disposable supplies. Chapter 11 Petition Date: August 30, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-08345 Debtor's Counsel: David S. Jennis, Esq. JENNIS LAW FIRM 606 East Madison Street Tampa, FL 33602 Tel: (813) 229-2800 Fax: (813) 229-1707 E-mail: djennis@jennislaw.com ecf@jennislaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Magdalena Santos, vice 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/flmb19-08345.pdf NATIONAL RADIOLOGY: Files Chapter 11 Plan of Liquidation -------------------------------------------------------- National Radiology Consultants, P.A., filed a Chapter 11 Plan of Liquidation and accompanying disclosure statement. Class 2 - Secured Claims of JPMorgan Chase Bank, N.A. are impaired. Chase shall be entitled to post-petition contract interest rate and reasonable attorney's fees, not to exceed $130,000. Post confirmation, the interest rate shall be reduced to 5.25%. Subject to the Chase Carve Out Class 2 shall receive the proceeds from the Remainder until paid in full. Class 3 - Administrative Convenience Class are impaired. Class 3 shall receive the proceeds from the Remainder until paid at a cumulative amount of $4,860.86 of the Allowed Claims. Class 4 - Critical Vendors are impaired. Subsequent to the Effective Date, the Disbursing Agent shall pay the Critical Vendors pursuant to the two Critical Vendor Orders from the Remainder until paid in full. Class 5 - General Unsecured Claims are impaired. Class 5 shall be paid from the Remainder and from any net recoveries from Chapter 5 Claims and other Causes of Action after costs of recovery, including any costs of litigation and attorney's fees. Furthermore, litigation proceeds from prosecuting Former Officer Claims and other Causes of Action shall be used to pay Allowed Class 5 Claims after Class 5 has been paid in full should the Debtor prosecute. Class 6 - Equity Interests are impaired. The Equity Interests shall retain his interest(s) in the Debtor to the same extent held prior to the Petition Date in order for the Debtor and its Subsidiaries to maintain its medical credentials only; for purposes of collecting the receivables; and, the Equity Interests shall enjoy no other privileges, rights or benefits as to the equity interests. The Debtor will fund payments to be made under the Plan through the following: (A) Cash on hand on the Effective Date to the extent of the Chase Carve Out; (B) Cash collected after the Effective Date by the Debtor in the ordinary course of business on and after the Effective Date; (C) Cash collected from any Accounts Receivables or other assets of the Subsidiaries; and (D) net litigation proceeds from Chapter 5 Claims and other Causes of Action including claims against the Debtor's former Chief Executive Officer Patrick Santore and former Chief Financial Officer David Whinter. A full-text copy of the Second Amended Disclosure Statement dated August 22, 2019, is available at https://tinyurl.com/y44l8fop from PacerMonitor.com at no charge. Counsel to the Debtor: David S. Jennis, Esq. Jennis Law Firm Address: 606 East Madison Street Tampa, Florida 33602 Telephone: (813) 229-2800 Email: detlinger@jennislaw.com About National Radiology Consultants National Radiology Consultants, P.A., is healthcare practice management provider, specializing in radiology, anesthesiology, emergency, and hospital medicine solutions. National Radiology Consultants filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-01274) on Feb. 15, 2019. In the petition signed by Jame Okoh, M.D., president and chief executive officer, the Debtor disclosed $18,709,234 in assets and $4,925,568 in liabilities. The Debtor is represented by Daniel E. Etlinger, Esq., at Jennis Law Firm. NAVAHO TOUR: Seeks to Hire Goldbach Law Group as Legal Counsel -------------------------------------------------------------- Navaho Tour Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Goldbach Law Group 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; assist in the administration of its assets and liabilities; prepare a plan of reorganization; and assist in resolving claims against its bankruptcy estate. Marc Goldbach, Esq., the firm's attorney who will be handling the case, charges an hourly fee of $350. He will be assisted by the firm's law clerks and paralegals who charge $125 per hour for their services. Goldbach Law Group received a retainer in the amount of $15,000. Mr. Goldbach disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Marc A. Goldbach, Esq. Goldbach Law Group 111 West Ocean Boulevard, Suite 400 Long Beach, CA 90802 Tel: 562-696-0582 Fax: 888-771-5425 Email: marc.goldbach@goldbachlaw.com About Navaho Tour Inc. Navaho Tour Inc. is engaged in the business of arranging and assembling tours for sale through travel agents. Navaho Tour sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-19798) on Aug. 21, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Sandra R. Klein. NELCO REALTY: Case Summary & 11 Unsecured Creditors --------------------------------------------------- Debtor: Nelco Realty Holdings, Inc. 357 6th Ave W. Bradenton, FL 34205 Business Description: Nelco Realty Holdings Inc. is a lessor of real estate properties. Chapter 11 Petition Date: August 29, 2019 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Case No.: 19-08216 Debtor's Counsel: Richard John Cole, III, Esq. COLE & COLE LAW, P.A. 46 N. Washington Blvd, Ste. 24 Sarasota, FL 34236 Tel: 941-365-4055 Fax: 941-365-4219 E-mail: rcole3@gmail.com rjc@colecolelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard T. Conard, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb19-08216.pdf NEWS-GAZETTE INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- The News-Gazette, Inc. (Lead Case) 19-11901 15 East Main Street Champaign, IL 61820 D.W.S., Inc. 19-11899 15 East Main Street Champaign, IL 61820 Business Description: The News-Gazette, Inc. -- https://www.news-gazette.com -- is a local news source in Champaign County, Illinois. It publishes The News-Gazette daily newspaper, plus a number of surrounding weekly newspapers, companion websites and ancillary publications. DWS Inc. is a wholly-owned subsidiary of Debtor The News-Gazette, Inc. DWS operates three radio stations and companion websites. Chapter 11 Petition Date: August 30, 2019 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Karen B. Owens Debtors' Counsel: William E. Chipman, Jr., Esq. Mark D. Olivere, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 E-mail: chipman@chipmanbrown.com olivere@chipmanbrown.com - and - Nicholas M. Miller, Esq. Thomas C. Wolford, Esq. NEAL , GERBER & EISENBERG LLP Two North LaSalle Street, Suite 1700 Chicago, Illinois 60602 Tel: (312) 269-8000 Fax: (312) 269-1747 E-mail: nmiller@nge.com twolford@nge.com Debtors' Claims & Noticing Agent: STRETTO https://www.stretto.com D.W.S., Inc.'s Estimated Assets: $1 million to $10 million D.W.S., Inc.'s Estimated Liabilities: $10 million to $10 million The News-Gazette's Estimated Assets: $1 million to $10 million The News-Gazette's Estimated Liabilities: $10 million to $10 million The petitions were signed by Traci E. Nally, executive vice president. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/deb19-11899.pdf http://bankrupt.com/misc/deb19-11901.pdf List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. News-Gazette Defined DB Plan $5,200,000 Benefit Pension Plan 15 E. Main St. Champaign, IL 61820 Pension Benefit Guaranty Corporation 1200 K Street, NW Washington, DC 2005-4026 2. CWA/ITU Negotiated Pension Plan DB Plan $2,626,799 1290 Avenue of the Americas New York, NY 10104-3300 Tel: 212-541-1358 Fax: 719-473-3134 Email: kpflaherty@bclplaw.com 3. GCIU-Employer Retirement Fund DB Plan $815,658 1017 East Grand Avenue Escondido, CA 92025 c/o Valentina Mindirgasova Kraw Law Group Tel: 760-717-1100 Fax: 760-747-1188 4. Naviga Trade Vendor $91,367 7900 International Drive, Suite 800 Bloomington, MN 55425 Scott Roessler, CEO Tel: 651-639-0662 Email: Naviga.Renewals@NagivaGlobal.com 5. Champaign County Collector Taxing Authority $75,793 P.O. Box 9 Urbana, IL 61803 Laurel Prussing, Treasurer Tel: 217-384-3743 Fax: 217-384-3777 Email: treasurer@co.champaign.il.us 6. Health Alliance Trade Vendor $57,133 3310 Fields South Dr Champaign, IL 61822-3741 Gail Heaton Tel: 800-851-3379 Email: gail.heaton@healthalliance.org 7. University of Illinois Trade Vendor $44,160 Foundation/ Illinois Premium Seating Beilfeldt Athetic Administration Building 1700 S Fourth St. Champaign, IL 61820 Robbi Busboom Tel: 217-265-0347 Email: busboom7@illinois.edu 8. Netrix, LLC Trade Vendor $7,177 2801 Lakeside Drive Bannockburn, IL 60015 Tel: 866-447-0088 Fax: 847-283-7500 Email: info@nettrixllc.com 9. Gannett Satellite Information Trade Vendor $5,436 7950 Jones Branch Dr McLean, VA 22107-0910 Jim McNerney Tel: 703-854-6000 10. Douglas County Collector Taxing Authority $3,499 P.O. Box 320 Tuscola, IL 61953 Bobbi Rairden Tel: 217-253-4011 Fax: 217-253-2590 Email: bobbi.rairden@douglascountyil.com 11. AJ's Station #3 Trade Vendor $2,681 712 N. Cunningham Avenue Urbana, IL 61802 Tel: 217-337-1122 12. Windstream Trade Vendor $1,891 P.O. Box 9001013 Louisville, KY 40290-1013 Tel: 800-600-5050 13. New York Times for Agency Trade Vendor $1,868 News P.O. Box 371427 Pittsburgh, PA 15250-7427 Tel: 800-353-4760, Option 5 Email: newsservices.finance@nytimes.com 14. King Features Syndicate 0400 Trade Vendor $1,851 P.O. Box 90007 Prescott, AZ 86304-9007 Tel: 407-894-7300 Fax: 646-280-1550 Email: mprioleau@hearst.com 15. Constellation NewEnergy Inc. Trade Vendor $1,520 P.O. Box 4640 Carol Stream, IL 60197-4640 Tel: 888-635-0827 Email: customercare@constellation.com 16. Gregory S. Soulje Trade Vendor $1,400 21 Spinng Wheel Road APT 10K Hinsdale, IL 60521 Tel: 630-581-5363 Fax: 573-893-8094 Email: gsoulje@comcast.net 17. Tatelines, Inc. Trade Vendor $810 1809 B Lakeside Dr Champaign, IL 61821 Loren Tate Tel: 217-351-5232 Email: ltate@news-gazette.media 18. Toshiba Financial Services Trade Vendor $787 PO Box 660831 Dallas, TX 75266-0831 Tel: 866-803-2657 Fax: 866-266-0093 19. AFLAC Trade Vendor $670 1932 Wynnton Rd Columbus, GA 31999-0797 Tel: 800-992-3522 Fax: 877-442-3522 20. AT&T 6823/9397/5341 Trade Vendor $651 P.O. Box 5080 Carol Stream, IL 60197-5080 Tel: 800-321-2000 NIELSEN NV: Egan-Jones Lowers Senior Unsecured Ratings to B+ ------------------------------------------------------------ Egan-Jones Ratings Company, on August 20, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Nielsen NV to B+ from BB. Nielsen N.V. is a global information and measurement company. The Company offers critical media and marketing information, analytics and industry expertise about what consumers watch (consumer interaction with television, online and mobile) and what consumers buy on a global and local basis. NOVASOM INC: Gets Court's Approval to Sell All Assets ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the procedures for the sale of all or substantially all of the assets of NovaSom Inc. by which the Debtor will solicit and select the highest or otherwise best offer for its assets under the stalking horse contract. A summary of the key terms of the stalking horse agreement, among other things: a) Stalking Horse Purchaser: VirtuOx, Inc. or an affiliate thereof, or its designee b) Seller: NovaSom, Inc. c) Estimated Purchase Price: $5,333,000 and the assumption by the Stalking Horse Purchaser of the Assumed Executory Contracts, subject to certain adjustments based on values at Closing. d) Acquired Assets: Accounts receivable, inventory, equipment, Assumed Executory Contracts, trade-names, intellectual property, patient records and other assets described in stalking horse contract. Pursuant to the Bidding Procedures Order, if the sale to the stalking horse buyer does not close under specific circumstances as described therein, stalking horse buyer will be entitled to a break-up fee in the amount equal to 3.5% of the purchase price, together with an expense reimbursement of $50,000, from the sales proceeds received at closing from an alternative transaction. A qualifying bidder, other than a stalking horse purchaser, that desires to make a bid will deliver a written and electronic copy of its bid to the Debtor so as to be received on or before Sept. 19, 2019, at 4:00 p.m. (ET). In the event that the Debtor timely receives one or more qualifying bids, the Debtor will conduct an auction. The auction will be held on Sept. 23, 2019, at 10:00 a.m. (ET) at the offices of Dilworth Paxson LLP, 1500 Market Street, 36th Floor, Philadelphia, Pennsylvania 19102. Objections, if any, must be filed on the same date. The sale hearing to approve the successful bid(s) and any back-up bid(s) will take place on Sept. 25, 2019 at 10:00 a.m. (ET). Parties having an interest in bidding for all or a portion of the Debtor's assets must contact: David Johnson Sherwood Partners Inc. 3945 Freedom Circle, Suite 560 Santa Clara, CA 95054 Tel: (650) 454-8001 Fax: (650) 454-8040 E-mail: djohnson@sherwoodpartners.com - or - Jeffrey Kurtzman, Esq. Kurtzman Steady LLC 401 S. 2nd Street, Suite 200 Philadelphia, PA 19147 Tel: (215) 839-1222 E-mail: Kurtzman@kurtzmansteady.com A full-text copy of the asset purchase agreement is available for free at https://tinyurl.com/yybswwsy About NovaSom NovaSom, Inc. -- http://www.novasom.com/-- is a home sleep testing company having its principal place of business in Glen Burnie, Md. Its business model is to send a medical device (FDA approved sleep recorder)to a patient's home in order for the patient to be tested for obstructive sleep apnea in his or her own home, rather than in a sleep lab, when a physician prescribes the HST based on symptoms and the patient's condition. The device records and auto-scores the number of apnea events, then sends the data back to NovaSom's servers via a cell phone chip in the device. Sleep physicians are then able to overscore the data and give an opinion to the ordering physician as to the patient's likelihood of having OSA. NovaSom sought Chapter 11 protection (Bankr. Del. Case No. 19-11734) on Aug. 2, 2019. In the petition signed by Gregory J. Stokes, president and CEO, the Debtor's assets are estimated to be between $1 million and $10 million while liabilities are at the same range. The Hon. Brendan Linehan Shannon oversees the Debtor's case. Dilworth Paxson LLP is the Debtor's counsel. Kurtzman Steady, LLC, is co-counsel. Donlin Recano & Company is the official claims and noticing agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. OCEANEERING INT'L: Moody's Lowers CFR to Ba2, Outlook Negative -------------------------------------------------------------- Moody's Investors Service downgraded Oceaneering International, Inc.'s Corporate Family Rating (CFR) to Ba2 from Ba1, Probability of Default Rating to Ba2-PD from Ba1-PD, and senior unsecured ratings to Ba2 from Ba1. The outlook remains negative. "Oceaneering will have high financial leverage over a longer time horizon than our previous expectations due to continued volatility in oil prices and a slow recovery in offshore markets globally, commented Sajjad Alam, Moody's Senior Analyst. "Although Oceaneering's operating environment will likely remain challenged, the company's sizeable cash balance should continue to lend support and flexibility in navigating the protracted industry recovery." Downgrades: Issuer: Oceaneering International, Inc. Probability of Default Rating, Downgraded to Ba2-PD from Ba1-PD Corporate Family Rating, Downgraded to Ba2 from Ba1 Senior Unsecured Revolving Credit Facility, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) Senior Unsecured Notes, Downgraded to Ba2 (LGD4) from Ba1 (LGD4) Outlook Actions: Issuer: Oceaneering International, Inc. Outlook, Remains Negative RATINGS RATIONALE Oceaneering's Ba2 CFR reflects its continued high financial leverage, weak margins, limited free cash flow generation prospects through 2020, as well as the likelihood of a late-cycle recovery for the offshore oil and gas industry. While Oceaneering has a long track record of producing free cash flow, the company generated negative free cash flow in five of last six quarters amid weak customer demand and capital investments. However, the company did generate free cash flow in the second quarter of 2019, and Moody's expects the company to turn cash flow neutral in 2019 and then generate a modest amount of free cash flow in 2020 amid increasing offshore upstream investments, Oceaneering's reduced level of capital expenditures and management's sharp focus on managing the business within operating cash flow. Oceaneering's core strengths remain its leading market position in the niche offshore ROV segment, strong liquidity, and a diversified and strong customer base comprised of mostly large blue-chip oil and gas companies. The offshore oil and gas industry is showing early signs of recovery based on an increasing number of project sanctions, subsea tree installations and rig contract awards since late-2018. This has led to directionally higher utilization and dayrates for Oceaneering's ROVs in 2019. However, the pace of recovery has been slow as upstream companies are still exercising caution in committing capital to deepwater projects that require large sums of capital or take a long time to generate cash flow. There is also no guarantee that demand for Oceaneering's services will continue to improve in a linear fashion in coming quarters. While Oceaneering has been able to maintain its market leadership in the global remotely operated vehicle (ROV) segment throughout this downturn, Moody's does not anticipate material improvements to Oceaneering's average dayrates and fleet utilization through 2020 from their cyclically low 2018 levels. Without more upstream capital allocation towards offshore projects, the company will not be able to boost earnings on a sustained basis or delever quickly. Oceaneering's substantial cash balance has provided strong credit support since 2015. The SGL-1 rating reflects very good liquidity taking into consideration the company's $356 million cash balance and an undrawn $500 million committed revolving credit facility (due January 25, 2023) as of June 30, 2019 (of which $50 million commitment will expire on October 25, 2021). The company has no debt maturities until 2024, when the $500 million 4.65% notes are due. Oceaneering should be able to comfortably meet the 55% debt to capitalization financial covenant in its revolver credit agreement through 2020. Due to the preponderance of a single class of debt in the capital structure, Oceaneering's notes and credit facilities are rated Ba2, the same level as the Corporate Family Rating. The notes and the credit facilities rank pari-passu with all present and future senior unsecured indebtedness of the company, and do not have guarantees from Oceaneering's operating subsidiaries. There's still risk that Oceaneering's credit metrics could deteriorate if industry conditions remain challenged or weaken further, which is captured in the negative rating outlook. The outlook could be revised to stable if the company can exhibit sequential earnings and margin growth and generate free cash flow over several quarters in an improving industry environment. Oceaneering's ratings could be downgraded if the company continues to produce negative free cash flow, significantly reduces its cash cushion, or is unable to maintain the Debt/EBITDA ratio below 4.5x. While an upgrade is unlikely through 2020, if the company could reduce debt, sustain Debt/EBITDA below 3x, and generate free cash flow consistently in a stable to improving industry environment, a higher rating could be considered. Oceaneering International, Inc. is a Houston, Texas based globally diversified OFS company and a leading provider of remotely operated vehicles to the offshore oil and gas industry. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. OMEROS CORP: Lowers Net Loss to $14.5 Million in Second Quarter --------------------------------------------------------------- Omeros Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $14.45 million on $26.75 million of revenue for the three months ended June 30, 2019, compared to a net loss of $33.69 million on $1.65 million 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 $38.79 million on $48.53 million of revenue compared to a net loss of $63.75 million on $3.24 million of revenue for the six months ended June 30, 2018. As of June 30, 2019, the Company had $89.76 million in total assets, $40.67 million in total current liabilities, $25.94 million in lease liabilities, $153.4 million in unsecured convertible senior notes, and a total shareholders' deficit of $130.3 million. As of June 30, 2019, the company had $31.8 million of cash, cash equivalents and short-term investments available for operations. In August 2019, the company entered into a loan and security agreement under which Omeros may borrow, on a revolving basis, up to $50 million, subject to applicable reserves and an available borrowing base of eligible accounts receivable. Recent Business Highlights * Reached agreement with FDA on the primary endpoint criteria for the pivotal trial to support the biologics license application (BLA) for narsoplimab to treat hematopoietic stem cell transplant-associated thrombotic microangiopathy (HSCT-TMA). * As part of a successful pre-BLA meeting directed to chemistry, manufacturing and controls (CMC), the company discussed with FDA the CMC requirements for the narsoplimab BLA for HSCT-TMA and is confident in its ability to meet them. * Executed a long-term commercial manufacturing agreement with Lonza in preparation for market launch of narsoplimab. * Received a product-specific permanent J-code for OMIDRIA. The J-code will become effective Oct. 1, 2019. "OMIDRIA revenues continue to set new quarterly records as our customer base continues to broaden throughout all channels and our per-account capture of cataract procedures grows," said Gregory A. Demopulos, M.D., Omeros' chairman and chief executive officer. "Indications are that sales will continue to grow, helped in part by our new permanent J-code, broadening Med Advantage and commercial payer reimbursement, and additional strong clinical data that we believe places OMIDRIA squarely within CMS' criteria for separate payment. As OMIDRIA ramps toward fully funding our pipeline, our assets increasingly declare their value - narsoplimab is moving toward anticipated approval and launch, OMS527 for addiction has successfully completed the Phase 1 clinical trial, OMS906 targeting the alternative complement pathway and our follow-on MASP-2 inhibitors are slated to enter the clinic beginning next year, and GPR174 inhibition appears to play a key role in cancer immunotherapy. Each of these unique and cutting-edge programs is focused on significantly improving - or saving - patients' lives." Liquidity and Capital Resources Net cash used in operating activities for the six months ended June 30, 2019 decreased by $12.7 million as compared to the same period in 2018. The net decrease in cash used in operating activities in the current period compared to the prior year is due to a $25.0 million decrease in the Company's net loss, a $4.1 million increase in funds provided by increased accounts payable and accrued expense, and a $2.9 million increase in funds provided through a decrease in advance payments. These improvements to the Company's cash used in operating activities were partially offset by a $21.3 million decrease in funds provided from the collection of accounts receivable due to increased OMIDRIA sales, and a $1.3 million increase in funds used to acquire OMIDRIA inventory. Net cash provided by investing activities during the six months ended June 30, 2019 was $26.5 million, an increase of approximately $32.1 million from the $5.6 million net cash used in investing activities for the same period in 2018. During the six months ended June 30, 2019 compared to the same period in 2018, the net change in the Company's investments sold compared to purchased decreased by $31.9 million. These net proceeds provided cash to fund the Company's operations. Net cash provided by financing activities during the six months ended June 30, 2019 was $1.2 million, a decrease of $46.1 million compared to the same period in 2018. The decrease in net cash provided by financing activities for the six months ended June 30, 2019 compared to the prior year was primarily due to $44.6 million in net proceeds from borrowing under the Company's former term loan agreement with CRG Servicing LLC in May 2018. The Company did not have a similar borrowing during the 2019 period. A full-text copy of the Form 10-Q is available for free at: https://is.gd/bmb2dG About Omeros Corporation Omeros Corporation -- http://www.omeros.com/-- is a commercial-stage biopharmaceutical company committed to discovering, developing and commercializing small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, complement-mediated diseases and disorders of the central nervous system. The Company's drug product OMIDRIA (phenylephrine and ketorolac intraocular solution) 1% / 0.3% is marketed for use during cataract surgery or intraocular lens (IOL) replacement to maintain pupil size by preventing intraoperative miosis (pupil constriction) and to reduce postoperative ocular pain. In the European Union, the European Commission has approved OMIDRIA for use in cataract surgery and other IOL replacement procedures to maintain mydriasis (pupil dilation), prevent miosis (pupil constriction), and to reduce postoperative eye pain. Omeros has multiple Phase 3 and Phase 2 clinical-stage development programs focused on: complement-associated thrombotic microangiopathies; complement-mediated glomerulonephropathies; Huntington's disease and cognitive impairment; and addictive and compulsive disorders. In addition, Omeros has a diverse group of preclinical programs and a proprietary G protein-coupled receptor (GPCR) platform through which it controls 54 new GPCR drug targets and corresponding compounds, a number of which are in pre-clinical development. The company also exclusively possesses a novel antibody-generating platform. The Company is headquartered in Seattle, Washington. Omeros reported a net loss of $126.8 million for the year ended Dec. 31, 2018, compared to a net loss of $53.48 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $101.2 million in total assets, $44.50 million in total current liabilities, $26.57 million in lease liabilities, $151.2 million in unsecured convertible senior notes, and a total shareholders' deficit of $121.0 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion in its report dated March 1, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018 stating that the Company has suffered losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. OPEN ROAD: Files Chapter 11 Plan of Liquidation ----------------------------------------------- Open Road Films, LLC, et al., and the Official Committee of Unsecured Creditors filed a Joint Chapter 11 Plan of Liquidation and accompanying disclosure statement. Class 3 Prepetition Lender Claims are impaired. The Holders of Allowed Prepetition Lender Claims shall receive in the aggregate, in full satisfaction and release of their Prepetition Lenders Claims and as the sole amounts to be paid by the Debtors or their Estates on account of the Prepetition Lender Claims, the Distributable Lender Assets. Class 4 General Unsecured Claims are impaired. Each Holder of an Allowed Class 4 General Unsecured Claim shall receive a Cash payment equal to its Pro Rata share of the Net Distributable Estate Assets. Class 5 Subordinated Claims are impaired. Holders of Subordinated Claims shall receive no distributions under the Plan until all Prepetition Lender Claims and all Allowed General Unsecured Claims have been paid in full. Class 6 Interests are impaired. Each Holder of an Interest shall retain a contingent interest in the Net Distributable Estate Assets remaining, if any, after all Allowed Claims have been paid or otherwise satisfied in full, plus all accrued postpetition interest at the Federal Judgment Rate (unless otherwise agreed to by the applicable Creditor) and all Plan Expenses have been paid (or otherwise reserved) in accordance with the Plan. The source of all distributions and payments under the Plan will be the Distributable Assets and the proceeds thereof, including, without limitation, the Debtors’ Cash on hand and proceeds from any sale or other disposition of the Debtors’ assets and prosecution of Retained Rights of Action. A full-text copy of the Disclosure Statement dated August 22, 2019, is available at https://tinyurl.com/y6k6k674 from PacerMonitor.com at no charge. Counsel for the Debtors: Michael R. Nestor, Esq. Robert F. Poppiti, Jr., Esq. Ian J. Bambrick, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-4757 Fax: (302) 571-1253 -- and -- Michael L. Tuchin, Esq. Jonathan M. Weiss, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel: (310) 407-4000 Fax: (310) 407-9090 Counsel for Committee: Robert J. Feinstein, Esq. Maxim B. Litvak, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 About Open Road Open Road Films, LLC, together with its affiliated debtors, is an independent distributor of motion pictures in the United States and licenses motion pictures in ancillary markets, principally to home entertainment, pay television, subscription and transactional video-on-demand, free television, and other non-theatrical entertainment distribution markets. Open Road Films, LLC, and its affiliates sought Chapter 11 protection (Bankr. D.Del. Lead Case No. 18-12012) on Sept. 6, 2018. Open Road estimated assets and debt of $100 million to $500 million. The Hon. Laurie Selber Silverstein is the case judge. Young Conaway Stargatt & Taylor, LLP, led by Robert F. Poppiti, Jr., Esq., Michael R. Nestor, Esq., Sean M. Beach, Esq., Ian J. Bambrick, Esq. serves as counsel to the Debtors. Klee, Tuchin, Bogdanoff & Stern LLP, led by Michael L. Tuchin, Esq., Jonathan M. Weiss, Esq., Sasha M. Gurvitz, Esq. also serves as counsel to the Debtors. FTI Consulting, Inc., acts as restructuring advisors and Donlin Recano & Company is claims and noticing agent to the Debtors. PADCO ENERGY: Court Affirms Denial of Case Bid to Transfer Suits ---------------------------------------------------------------- Defendant-appellant, Case Energy Services, L.L.C. in the cases captioned CASE ENERGY SERVICES, LLC., v. PADCO PRESSURE CONTROL, SECTION: "S" (2). CASE ENERGY SERVICES, LLC, v. PADCO ENERGY SERVICES, SECTION: "S" (2), Civil Action No. 17-884., 17-885 (W.D. La.) appeals the June 27, 2017 ruling of the bankruptcy court denying its motions to dismiss the claims brought against it by Padco Energy Services, L.L.C., and Padco Pressure Control, L.L.C. and denying its Motion to Transfer to Another Division, in two adversary proceedings. Upon review, District Judge Mary Ann Vial Lemmon affirms the bankruptcy court's decision. The hearing of this matter was held on June 27, 2017, after which the bankruptcy court issued its oral order and reasons from the bench. The bankruptcy court: (1) denied Case's motion to dismiss for lack of subject matter jurisdiction; (2) denied Case's Federal Rule 12(b)(1) motion to dismiss for lack of standing; (3) denied Case's Federal Rule 12(b)(6) motion to dismiss Padco's LUTPA claims and for attorneys' fees; and (4) denied Case's motion for intra-district transfer pursuant to 28 U.S.C. section 1404(b). Case contends that the bankruptcy court lacked jurisdiction over these adversary proceedings because debtors seek dissolution of liens on property which is not owned nor operated by debtors, and thus it is not part of the bankruptcy estate. As the bankruptcy court observed, Pressure and Energy's adversary complaints allege that when Case filed the liens, the owners/operators of those wells immediately began escrowing money that otherwise would have been paid to Pressure, thus constricting its cash flow and causing damages. Pressure's complaint also seeks a return of overpayments made to Case. Finally, debtors' causes of action are part of the bankruptcy estate. Thus, at a minimum, the bankruptcy court possesses "related to" jurisdiction because adjudication of the claims in the adversary proceedings could conceivably affect Energy and Pressure's bankruptcy estates. The bankruptcy court also denied Case's motion for an intra-district transfer from Lafayette to Shreveport, specifically finding that Case had not met its burden of showing that the applicable factors in this case clearly weighed in favor of a transfer from Lafayette to Shreveport. The issue presents a mixed question of law and fact and is therefore reviewed de novo. The private interest factors are: (1) the relative ease of access to sources of proof; (2) the availability of compulsory process to secure the attendance of witnesses; (3) the cost of attendance for willing witnesses, and (4) all other practical problems that make trial of a case easy, expeditious and inexpensive. The public interest factors are: (1) the administrative difficulties flowing from court congestion; (2) the local interest in having localized interests decided at home; (3) the familiarity of the forum with the law that will govern the case; and (4) the avoidance of unnecessary problems of conflict of laws [or in] in the application of foreign law. With respect to the ease of access to sources of proof, the debtor's only office is in Lafayette. And, as specifically noted by the bankruptcy court, the fact that the location of the equipment subject to liens is in Minden is neutral in this case. Counsel for and representatives of Case will have to drive from their offices in Shreveport to Minden to access the equipment regardless of which venue is chosen. Thus, the first factor favors Lafayette. The bankruptcy court's inquiry at the hearing focused in large part on the availability of compulsory process to secure the attendance of witnesses which were not under the control of the parties. The bankruptcy court emphasized that many of the witnesses were employees of the parties and thus under the parties' control, and therefore could be required to attend. However, as noted by the bankruptcy court, Case could only specifically identify one witness, Rebecca Compton, whom it claimed was necessary and not subject to compulsory process. Moreover, the bankruptcy court stated on the record that it was not clear that Ms. Compton was not under the control of a party and thus could be required to attend. The bankruptcy court also noted that many of the debtor's witnesses are located in Houston, and in neither city would the Houston witnesses be subject to compulsory process. And finally on this point, the Court noted that regardless of where the case was filed, there would be some witnesses for which there would be issues as far as compelling process. Accordingly, the second factor does not clearly favor Shreveport, and is either neutral or slightly in favor of Lafayette. With respect to the cost of attendance for willing witnesses, as the district court observed, for the Houston witnesses, Lafayette would be more convenient as a venue than Shreveport, and for the Shreveport witnesses, the bankruptcy court found that a three-and-a-half hour drive was not unduly burdensome, noting that the Lafayette bankruptcy court entertains many cases involving Shreveport creditors and parties. Again, this factor does not weigh strongly in favor of either venue. No other practical problems were identified by the bankruptcy court that would favor one venue over the other, and the public interest factors are either neutral or inapplicable in this case, which involves a potential transfer within the same district. Based on the foregoing, the bankruptcy court found, and this court agrees, that Case has not met its burden of demonstrating that the factors clearly weigh in favor of transferring this case to Shreveport. A copy of the Court's Opinion dated March 29, 2019 is available at https://bit.ly/343Z0ky from Leagle.com. Case Energy Services LLC, Appellant, represented by David A. Szwak, Bodenheimer Jones & Szwak. P A D C O Energy Services LLC, Appellee, represented by James H. Colvin, Jr., Colvin Smith & McKay. About Padco Energy Services, LLC PADCO Pressure Control, L.L.C., based in Lafayette, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-51381) on October 4, 2016. The Hon. Robert Summerhays presides over the case. Thomas E. St. Germain, member of Weinsten & St. Germain, LLC, as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Michael Carr, chief executive officer. No official committee of unsecured creditors has been appointed in the case. PARKINSON SEED: Chapter 11 Trustee Objects to Disclosure Statement ------------------------------------------------------------------ Gary L. Rainsdon, Chapter 11 Trustee, objects to the Disclosure Statement explaining the Chapter 11 Plan filed by Parkinson Seed Farm, Inc., asserting that the Disclosure Statement does not contain adequate information as required by 11 U.S.C. Section 1125. Creditors Walters & Walters, A Joint Venture; Walters Osgood Farms, Joint Venture; Aristocrat Farms, and Jeppesen Brothers Ranch (collectively "Walters-Jeppesen"), join in Compeer Financial, FLCA, and SummitBridge National Investments VI LLC's objections to the Disclosure Statement. Attorneys for Gary L. Rainsdon: Daniel C. Green, Esq. Heidi Buck Morrison, Esq. RACINE OLSON, PLLP P.O. Box 1391 Pocatello, Idaho 83204-1391 Telephone: (208) 232-6101 Fax: (208) 232-6109 Email: dan@racineolson.com About Parkinson Seed Farm Located in Saint Anthony, Idaho, Parkinson Seed Farm Inc. -- http://www.parkinsonseedfarm.com/-- farms 7,200 acres of potatoes. It raises seed potatoes, hard red and hard white wheat, as well as a small amount of alfalfa (mostly to feed horses for recreational purposes). The company raises 11 of what it considers to be more mainstream varieties such as the Russet Burbank, Ranger, three different line selections of Russet Norkotah, white varieties such as Cal Whites and Atlantics, and reds like the Dark Red Norland. The company was founded in 1937. Parkinson Seed Farm sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40412) on May 15, 2018. In the petition signed by Dirk Parkinson, president, the Debtor disclosed $6.11 million in assets and $26.92 million in liabilities. Judge Joseph M. Meier oversees the case. The Debtor hired Robinson & Associates as its legal counsel. PIONEER ENERGY: Common Stock Will be Delisted from NYSE ------------------------------------------------------- The New York Stock Exchange notified the Securities and Exchange Commission of its intention to remove the Common Stock of Pioneer Energy Services Corp. from listing and registration on the Exchange at the opening of business on Sept. 9, 2019, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the Exchange. The Exchange has determined that the Company is no longer suitable for listing based on "abnormally low" price levels, pursuant to Section 802.01D of the Listed Company Manual. On Aug. 14, 2019, the Exchange determined that the Common Stock of the Company should be suspended immediately from trading, and directed the preparation and filing with the Commission of this application for the removal of the Common Stock from listing and registration on the Exchange. The Company was notified by phone and by letter on Aug. 14, 2019. Pursuant to the above authorization, a press release regarding the proposed delisting was issued and posted on the Exchange's website on Aug. 14, 2019. Trading in the Common Stock was suspended intra-day on Aug. 14, 2019. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified time period. Consequently, all conditions precedent under SEC Rule 12d2-2(b) to the filing of the application have been satisfied. About Pioneer Energy Based in San Antonio, Texas, Pioneer Energy Services -- http://www.pioneeres.com/-- provides well servicing, wireline, and coiled tubing services to producers in the U.S. Gulf Coast, Mid-Continent and Rocky Mountain regions through its three production services business segments. Pioneer also provides contract land drilling services to oil and gas operators in Texas, the Mid-Continent and Appalachian regions and internationally in Colombia through its two drilling services business segments. Pioneer Energy reported a net loss of $49.01 million for the year ended Dec. 31, 2018, compared to a net loss of $75.11 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $723.66 million in total assets, $585.3 million in total liabilities, and $138.3 million in total shareholders' equity. * * * Moody's Investors Service had upgraded Pioneer Energy Services' Corporate Family Rating to 'Caa2' from 'Caa3'. Moody's said that Pioneer's 'Caa2' CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance. Moody's said that while the company's operating cash flow is expected to improve due to good demand for its drilling rigs and equipment services, Pioneer Energy Services' leverage metrics are weak, as reported by the Troubled Company Reporter on Nov. 13, 2017. In January 2019, S&P Global Ratings lowered the issuer credit rating on Pioneer Energy Services Corp. to 'CCC+' from 'B-'. S&P said, "The downgrade on Pioneer Energy Services Corp. primarily reflects what we believe to be increasing refinancing risk, as well as subdued expectations for operating results in 2019. PROJECT BOOST: Fitch Assigns B LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating to Project Boost Purchaser, LLC of 'B'. The Rating Outlook is Stable. This follows the company's announced and pending acquisition of J.D. Power & Associates, Inc. (B/Stable). Fitch also assigned a rating of 'BB-'/'RR2' to the company's $1.2 billion of First Lien Secured Debt, including a revolver and term loan. Fitch also expects to withdraw the existing IDR and issue-level ratings for J.D. Power upon closing of the transaction. Autodata is a leading provider of data and analytics solutions for the automotive industry. The company services a range of industry participants including automotive original equipment manufacturers (OEMs), dealers and suppliers. Through its planned 2019 acquisition of J.D. Power, the company scales its business materially, broadens its offerings, and provides exposure to certain non-auto related verticals including financial institutions, utilities and others. Importantly, current private equity ownership will likely keep financial leverage high while the company seeks both organic and acquisitive growth. KEY RATING DRIVERS Merger Provides Additional Scale: Autodata's pending acquisition of J.D. Power significantly enhances the company's scale, increasing revenue more than three-fold to nearly $475 million and roughly doubling EBITDA to $209 million post synergies on a LTM basis through June 2019. Fitch believes the company's solutions and data sets are complementary and could help strengthen each company's competitive positions. Also, the combination significantly improves Autodata's customer concentration risk as the top-ten customers will now comprise nearly 50% of revenue versus more than 70% pre-deal. High Leverage Post Deal: High leverage is a limiting factor for the IDR. Management projected gross leverage at June 2019 (pro-forma for the acquisition) to be 7.5x and Fitch estimates leverage will remain in the 6x-7x range over the next few years. This leverage is high but supported by a highly recurring business model that provides significant cash flow predictability. Fitch believes leverage could remain high as the company looks to additional M&A and/or redistributes cash to shareholders via dividends. Further, the credit agreement provides significant flexibility to increase leverage, as the only maintenance covenant is for First Lien Net Leverage to remain below 8.25x when the revolver is 35%+ drawn. Critical, Industry-Embedded Data Sets: Fitch believes both Autodata's and J.D. Power's data sets are critical to their customers' workflows and are difficult to replicate. This is likely evidenced by more than 75% of its customers having tenure of 10+ years and customer revenue retention of more than 100%. The company's products are highly embedded in the decision making processes with multiple customer touch points across the value chain. J.D. Power's offerings outside of auto to industries such as financial services and utilities are less embedded in the industry but provide some diversification. Highly Recurring Business Model: Subscription-based revenue comprises nearly 90% of pro-forma combined revenue as of June 2019, which Fitch believes provides significant visibility and stability to FCF generation. A meaningful portion of customers operate under annual or multi-year contracts and net revenue retention has been high historically and more than 100%. The company also has limited working capital and capex requirements, which translates into strong FCF conversion metrics that Fitch projects will be 30%-40% of EBITDA in the coming years. Concentrated Exposure to Cyclical Market: Autodata's business is heavily reliant on the health of the auto industry with nearly 85% of revenue from auto related companies including OEMs (Ford, GM, Toyota and others), dealers and auto suppliers. During the 2008-2009 recession, J.D. Power experienced a roughly 13% revenue decline and adjusted EBITDA margin contracted to 10% from 12% while legacy Autodata sales fell in the high-single digit percentage range. Notably, this was much better than the 50%+ U.S. SAAR (seasonally-adjusted annual rate) decline from its 2005 peak to early 2009 trough. The combined Autodata now has greater exposure to contractual, data and analytics businesses, which should mitigate some industry cyclicality, but Fitch believes the business would still be hurt in an economic slowdown. M&A Remains a Focus: Fitch expects Autodata could prioritize the use of cash flows to grow its services in the coming years via additional acquisitions, with a particular focus expected in further enhancing its higher margin data and analytics capabilities. PE owner Thoma Bravo's May 2019 purchase of Autodata and subsequent agreement in June 2019 to purchase J.D. Power is a clear reflection of its willingness to aggressively use its balance sheet to consolidate industry players, in Fitch's view. Fitch has not explicitly modeled M&A into the ratings case, but acknowledges that strong cash flow generation could support inorganic investment spending. DERIVATION SUMMARY Autodata has many positive attributes that influence the overall IDR. The company is a leading provider of data and analytics solutions to the automotive industry, with strong market share and high brand awareness among industry participants. Further, the company, on a pro forma combined basis, has a growing top line that is largely comprised of recurring revenues, strong EBITDA margins in the mid-40% range and a solid FCF generation profile. Each of these attributes positions it well versus other data/analytics companies Fitch reviews. However, these factors are partially offset by lack of end market diversification (majority of business exposed to auto), cyclicality inherent in the auto industry, customer concentration (top 10 customers comprise nearly 50% of revenue) and high leverage. Leverage in the 7x-8x range is particularly high relative to other business services companies Fitch rates, partially owed to the company's acquisition by private equity sponsor, Thoma Bravo. High leverage and lack of diversification are key limiting factors that Fitch believes positions the IDR in the 'B' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Revenue - mid-single digit percentage growth over the ratings horizon, driven by faster growth in the Data and Analytics segment; -- EBITDA - margins improve from 38% pro forma combined in 2018 to mid/high-40% over the ratings horizon. This assumes cost synergies and faster growth in the higher margin data and analytics segment; -- Cash Flow and Debt - early uses of CF go toward modest debt reduction before the PE owner takes out capital via an assumed dividend distribution. -- M&A - Fitch has not forecast incremental acquisitions, but acknowledges the company may seek additional deals adjacent to its business, particularly ones that deepen its data and analytics capabilities. RECOVERY ANALYSIS: For entities rated 'B+' and below - where default is closer and recovery prospects are more meaningful to investors - Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from 'RR1' to 'RR6'), and is notched from the Issuer Default Rating accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumed Autodata would emerge from a default scenario under the going concern (GC) approach versus liquidation. Key assumptions used in the recovery analysis are as follows: -- Going Concern EBITDA - Fitch assumes a $175 million GC EBITDA, including synergies from the JD Power acquisition combined with meaningful revenue loss from its largest customers. A meaningful customer loss, while unlikely, is always a risk factor for a business with meaningful concentration. -- EV Multiple - Fitch assumes a 7.0x multiple, in-line with recovery assumptions used for other highly recurring companies rated by Fitch including software, business services and payments companies. This multiple is further validated based upon multiples of: comparable public companies, historic industry M&A and comparable reorganization multiples Fitch has seen historically in the TMT sector. -- Other assumptions - Fully drawn revolver and concession payments for second lien debt holders. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- It is unlikely Autodata would be upgraded in the near term. However, Fitch-defined adjusted gross leverage, total adjusted debt/operating EBITDAR, expected to be sustained below 6.0x and/or interest coverage approaching 2.5x or higher over a multi-year horizon could lead Fitch to reassess the rating. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Adjusted gross leverage expected to remain above 7.5x for a sustained period; -- Adverse operating performance, material changes to industry dynamics and/or the loss of a key customer that meaningfully alters the overall operating profile. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: Autodata has sufficient liquidity to operate its business and execute on its growth strategy in the coming years, although the pace of M&A will likely be a determining factor in the level of liquidity over time. Pro forma for the pending J.D. Power acquisition, the company projects to have approximately $31 million of cash on its balance sheet. Additionally, liquidity is supported by: (i) an untapped $80 million revolver, and (ii) strong FCF generation that management forecasts will approach $400 million on a levered cumulative basis by 2022. Debt Profile: Pro forma for the J.D. Power acquisition, Autodata's debt structure consists of a mix of first lien secured term loans ($1.2 billion, or 74% of debt) and second lien term loans ($415 million, or 26% of debt). The company also has an $80 million secured revolver in place that is projected to be undrawn upon close. All of its debt is floating rate and matures in 2024-2027. PROJECT BOOST: Moody's Affirms B3 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed Project Boost Purchaser, LLC's B3 Corporate Family Rating, B3-PD Probability of Default Rating and B2 senior secured ratings on its first lien term loan and revolving credit facility. The outlook remains stable. The ratings affirmation follows the announcement that Project Boost Purchaser, LLC plans to increase the size of its existing first and second lien credit facilities by approximately $1 billion in order to partially finance an unspecified business acquisition. This affirmation is subject to review of the final structure of the acquisition transaction and debt capital structure. Affirmations: Issuer: Project Boost Purchaser, LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Term Loan, Affirmed B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Project Boost Purchaser, LLC Outlook, Remains Stable RATINGS RATIONALE Boost (B3 CFR) is constrained by 1) very high leverage (Proforma LTM of over 10x expected upon close of the acquisition) 2) execution risk related to achieving expected cost synergies and EBITDA growth over the next 12-18 months; and 3) a somewhat concentrated customer base with high exposure to the North American automotive industry value chain. Boost's rating benefits from 1) very good liquidity, driven by low capital requirements to run the business which should support positive free cash flow generation over the next 12-18 months; 2) robust catalog of proprietary data that drives the company's value proposition to automotive dealers and OEMs and also creates a key barrier-to-entry against any meaningful competition; and 3) improved scale following the unspecified acquisition, with revenues expected to exceed $500 million in the next 12-18 months. Boost has very good liquidity over the next year. Sources total $170 million over the next four quarters compared to uses of $13 million. Sources are comprised of expected cash at closing of $30 million, expected free cash flow of about $60 million, and an unused $80 million revolver (due 2024) compared to about $13 million in mandatory debt amortization requirements. Financial covenant compliance is expected. The company's 1st lien debt credit facility features a springing covenant that applies if revolving facility outstanding exceeds 35% of its authorization. Moody's does not expect it to become operable over the next 12-18 months, but if it did Moody's would expect compliance. Boost's senior secured first lien facilities are rated B2, one notch above the B3 CFR, reflecting their first priority security interest in assets and the loss absorption provided by the $415 million second lien term loan (unrated). The first lien debt is secured by substantially all assets of Boost and its subsidiaries. The stable ratings outlook reflects Moody's expectation that Boost's leverage will decline towards 8x through 2020 while successfully integrating the two businesses, generating positive free cash flow and maintaining very good liquidity. The ratings could be downgraded if liquidity deteriorates, if debt/EBITDA (including Moody's standard adjustments and expensing capitalized software costs) is sustained above 8x (8.3x expected in 2020), if free cash flow were to be negative (5.5% expected in 2020), or if EBITA/interest is sustained below 1.5x (1.8x expected in 2020). The ratings could be upgraded if adjusted debt/EBITDA is sustained below 6x (8.3x expected in 2020), if free cash flow/debt sustained above 5% (5.5% expected in 2020), or if EBITA/Interest sustained above 2x (1.8x expected in 2020). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Project Boost Purchaser, LLC is the debt issuer and holding company of Autodata, Inc., a Canada-based software applications and consulting company. The combined company's focus is on providing data analytics and technology solutions to automotive OEMs and dealerships, insurance companies and financial institutions. LTM consolidated revenue for both companies was about $500 million. PUGLIA ENGINEERING: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Puglia Engineering of California Inc. PO Box 1456 Tacoma, WA 98401 Business Description: Puglia Engineering is a California- based ship repair company. Involuntary Chapter 11 Petition Date: August 29, 2019 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Brian D. Lynch Petitioners' Counsel: Jeffrey G. Maxwell, Esq. MCKENZIE ROTHWELL BARLOW & COUGHRAN, PS 1325 Fourth Avenue, Suite 910 Seattle, WA 98101 Tel: 206-224-9900 E-mail: jeffreym@mrbclaw.com - and - Jane Parry Ewers, Esq. TURNER STOEVE & GAGLIARDI, P.S. 201 W. North River Drive, Suite 190 Spokane, WA 99201 Tel: 509-326-1552 Fax: 509-325-1425 E-mail: jpewers@tsglaw.net Alleged creditors who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- ------------------ ------------ Marine Carpenters Interim Withdrawal $247,600 Pension Fund Liability Payments 1731 Technology Drive Suite 570 San Jose, CA 95110 Pacific Coast Shipyards Interim Withdrawal $1,476,040 Pension Fund Liability Payments 1731 Technology Drive Suite 570 San Jose, CA 95110 IBEW Pacific Coast Interim Withdrawal $118,416 Pension Fund Liability Payments PO Box 5433 Spokane, WA 99205 A full-text copy of the Involuntary Petition is available for free at: http://bankrupt.com/misc/wawb19-42784.pdf PURDUE PHARMA: $12-Billion Opioid Deal Requires Chapter 11 Filing ----------------------------------------------------------------- Privately held Purdue Pharma has been in talks for a multi-billion dollar settlement to resolve a multi-district litigation involving more than 2,000 lawsuits related to the opioid crisis, according to various news reports this past week. As widely reported, the proposed deal would provide for: -- up to $12 billion in settlement funds; -- the Sackler family, which has owned the company since 1950, would relinquish control of Purdue Pharma and contribute at least $3 billion in personal funds to the settlement; -- the Sackler family would sell another pharmaceutical company, Mundipharma, which would add $1.5 billion to the deal; -- Purdue Pharma would seek bankruptcy protection and transform itself into a public benefit trust corporation, with all profits from drug sales and other proceeds going to the plaintiffs; and -- Purdue Pharma would supply its addiction treatment drugs free to the public. Jared S. Hopkins and Sara Randazzo, writing for The Wall Street Journal, report that the proposed deal is facing pushback from a vocal group of state attorneys general, including New York and Massachusetts, who say it doesn't bring in enough cash to satisfy their demands, according to people familiar with the matter. Ben Winck, writing for Business Insider, reports that the news followed an Oklahoma judge ruling against Johnson & Johnson in a state case focused on the opioid crisis. On August 26, an Oklahoma judge found Johnson & Johnson responsible for fueling the state's opioid crisis and ordered it to pay $572 million to help clean up the problem, according to Marketwatch.com. According to Business Insider, though J&J was ordered to pay about 3% of the state's requested damages, the ruling set a new legal precedent that could affect other opioid-related lawsuits throughout the U.S. Business Insider further notes that a handful of opioid producers and distributors have already been affected by increased legal scrutiny in recent months: -- Teva Pharmaceutical Industries settled with an Oklahoma judge for $85 million in June; and -- Opioid distributors McKesson, Cardinal Health, and AmerisourceBergen all fell as much as 7% in early August trading after Bloomberg reported that their $10 billion settlement offer was met with a $45 billion counter from the National Association of Attorneys General. The proposed deal, first reported by NBC News, has been in the works for months, according to a report by Washington Post's Lenny Bernstein and Scott Higham. They report that the deal was discussed at a meeting in Cleveland in August called by U.S. District Judge Dan Aaron Polster, who oversees the litigation. The federal lawsuit is scheduled to get underway in mid-October, the Post adds. According to the Post, leaders of the 2,000 plaintiffs in a consolidated lawsuit pending in federal court are seriously considering the offer, according to one person with knowledge of the negotiations. Another person familiar with the discussions said: "I think this is a last effort. If they don't take this deal, [Purdue is] going to bankruptcy very quickly." The Post notes that Purdue Pharma is widely blamed for sparking the prescription opioid crisis in the United States with the introduction of OxyContin in 1996, followed by an aggressive marketing effort that persuaded doctors to prescribe it more widely and at higher doses. According to the Post, Purdue, asked for comment, said in a statement: "While Purdue Pharma is prepared to defend itself vigorously in the opioid litigation, the company has made clear that it sees little good coming from years of wasteful litigation and appeals." R&G FOOD: Breached Employment Agreement with Ronda Sneva, Ct. Rules ------------------------------------------------------------------- Bankruptcy Judge Brenda Moody Whinery rules in favor of the Plaintiff in the captioned RONDA SNEVA, Plaintiff, v. R&G FOOD SERVICES, INC. dba LATITUDE CATERING, Defendant, Adv. Case No. 4:17-ap-00624-BMW (Bankr. D. Ariz.). This matter came before the Court pursuant to the Complaint, filed by the Plaintiff, Ronda Sneva, in which Ms. Sneva asserts that the Defendant, R&G Food Services, Inc. dba Latitude Catering: (1) breached that certain Employment Agreement between R&G, as the employer, and Ronda Sneva, as the employee, which became effective Oct. 1, 2016 (the "Agreement"); (2) breached the confirmed Second Amended Joint, Plan of Reorganization; (3) breached the covenant of good faith and fair dealing; and (4) terminated her employment "not for cause." Ms. Sneva asks the Court to: (1) award her (a) damages in an amount to be proven at trial, but in no event less than $1.2 million, (b) reasonable attorneys' fees and costs pursuant to the Agreement and A.R.S. sections 12-341 and 341.01, and (c) pre- and post-judgment interest on the foregoing award; and (2) determine that Ms. Sneva was not terminated "for cause" and is entitled to all associated rights provided for under the Agreement, the Amended and Restated Shareholder Agreement, entered into by and among R&G, Ronda Sneva, Jennifer M. Moulton, Anthony J. Williams, Holly J. Lippert, and Frank J., and the Plan. R&G denies breaching the Agreement, breaching the covenant of good faith and fair dealing, and terminating Ms. Sneva without cause. R&G asks the Court to dismiss the Complaint for failure to state a claim upon which relief can be granted and for lack of jurisdiction, and to award R&G its reasonable attorneys' fees and costs. The parties have agreed that the Court, at this time, is only determining liability, specifically: (1) whether either party breached the Agreement; (2) whether either party breached the covenant of good faith and fair dealing; and (3) whether Ms. Sneva was terminated for cause. Although R&G asserts that Ms. Sneva was ordered to report to work in Tucson because she was not performing her duties remotely to the reasonable satisfaction of the Company, the evidence shows that Ms. Sneva was generally capable of effective and productive remote communication and that Ms. Sneva continued to effectively and productively communicate with her single point of contact even after she was ordered to report to Tucson. Furthermore, the reorganized R&G provided no genuine material reason for ordering Ms. Sneva to report to work in Tucson. The Court therefore finds and concludes that Ms. Sneva did not fail to perform any material duty or obligation by failing to report to R&G Headquarters in Tucson. Given that Ms. Sneva's obligation to report to work in Tucson was not a material obligation, and given that Mr. Moulton's directive that Ms. Sneva report to work in Tucson was not a reasonable directive, the Court finds that R&G was not authorized to terminate Ms. Sneva for cause pursuant to Section Ten A3 of the Agreement. In consideration of the totality of the evidence presented, the Court finds and concludes that: (1) R&G breached Section One of the Agreement by failing to employ Ms. Sneva in the role for which she was hired and assign her tasks commensurate with such role; (2) Ms. Sneva breached Section One of the Agreement by failing to complete twice-daily fire reports and a lunch menu, as assigned, but such breach was not material; (3) R&G breached the implied covenant of good faith and fair dealing by undermining Ms. Sneva's abilities to perform in accordance with and receive the benefits flowing from the Agreement; (4) Ms. Sneva did not breach the implied covenant of good faith and fair dealing; and (5) R&G did not have grounds to terminate Ms. Sneva for cause. The Court will set further proceedings to deal with the determination of damages to which Ms. Sneva is entitled. A copy of the Court's Memorandum Decision dated March 28, 2019 is available at https://bit.ly/30xaTxv from Leagle.com. Ronda Sneva, Plaintiff, represented by C.R. Hyde, The Law Office of C.R.Hyde, P.L.C. & JONATHAN M. SAFFER, Rusing Lopez & Lizardi, PLLC. R&G FOOD SERVICES, INC. dba LATITUDE CATERING, Defendant, represented by FREDERICK J. PETERSEN, MESCH, CLARK & ROTHSCHILD, P.C.. About R&G Food R & G Food Services, Inc., d/b/a Latitude Catering, and Ronda Sneva sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 15-13187 and 15-13185) on Oct. 14, 2015. R & G is an emergency food services company that provides prepared food, drinks, and other related relief to firefighters and aid workers at natural disaster sites throughout the country. It also provides its mobile catering services to fundraising events put on by non-profit organizations. Ms. Sneva is the president and chief executive officer of R & G and the primary guarantor of the majority of its debts. RAIT FINANCIAL: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Seven affiliates that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- RAIT Funding, LLC (Lead Case) 19-11915 a/k/a Taberna Funding LLC Two Logan Square 100 N. 18th Street, 23rd Floor Philadelphia, PA 19103 RAIT Financial Trust 19-11916 RAIT General, Inc. 19-11917 RAIT Limited, Inc. 19-11918 Taberna Realty Finance Trust 19-11919 RAIT JV TRS, LLC 19-11920 RAIT JV TRS Sub, LLC 19-11921 Business Description: RAIT -- https://www.rait.com -- is an internally-managed real estate investment trust focused on managing a portfolio of commercial real estate loans and properties. Chapter 11 Petition Date: August 30, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Brendan Linehan Shannon Debtors' General Bankruptcy Counsel: Patrick A. Jackson, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: 302-467-4200 Fax: 302-467-4201 E-mail: Patrick.jackson@dbr.com - and - Michael P. Pompeo, Esq. DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas New York, NY 10036 Tel: (212) 248-3140 Fax: (212) 248-3141 E-mail: michael.pompeo@dbr.com Debtors' Investment Banker: UBS SECURITIES LLC Debtors' Restructuring & Financial Advisor: M-III PARTNERS L.P. 130 West 42nd Street 17th Floor New York, NY 10036 https://www.miiipartners.com Tel: (212) 716-1491 Fax: (212) 531-4532 Attn: Brian Griffith Debtors' Claims & Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/RTF/info Debtors' Tax Counsel: LEDGEWOOD PC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by John J. Reyle, CEO, president and general counsel. Full-text copies of two of the Debtors' petitions are available for free at: http://bankrupt.com/misc/deb19-11915.pdf http://bankrupt.com/misc/deb19-11916.pdf Consolidated List of Debtors' Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Wells Fargo Bank, 7.125% Senior $66,529,722 National Association Unsecured Notes Corporate Trust Relationship Manager 919 North Market Street Suite 1600, FL 7 Wilmington, DE 19801 Contact: Molly Ann Breffitt, CCTS Tel: 302-575-2010 Fax: 877-302-6619 Email: molly.a.breffitt@wellsfargo.com 2. Wells Fargo Bank, National 7.625% Senior $56,865,250 Association Unsecured Notes Corporate Trust Relationship Manager 919 North Market Street Suite 1600, FL 7 Wilmington, DE 19801 Contact: Molly Ann Breffitt, CCTS Tel: 302-575-2010 Fax: 877-302-6619 Email: molly.a.breffitt@wellsfargo.com 3. The Bank of New York Mellon Junior $25,201,595 500 Ross Street, 12th Floor Subordinated Pittsburgh, PA 15262 Note Guaranty Contact: Nancy R. Johnson Tel: 412-236-3139 Fax: 412-234-8377 Email: nancy.r.johnson@bnymellon.com 4. Wells Fargo Bank Junior Unknown National Association Subordinated Corporate Trust Relationship Note Manager 919 North Market Street Suite 1600, FL 7 Wilmington, DE 19801 Contact: Molly Ann Breffitt, CTS Tel: 302-575-2010 Fax: 877-302-6619 Email: molly.a.breffitt@wellsfargo.com RAIT FINANCIAL: In Chapter 11 to Sell to Fortress for $174.4MM -------------------------------------------------------------- RAIT Financial Trust (OTC Pink: RASF) on Aug. 30, 2019, sought Chapter 11 bankruptcy protection with a deal to sell substantially all of its assets to an entity owned by funds managed by affiliates of Fortress Investment Group LLC in a sale process under Section 363 of the United States Bankruptcy Code, as amended. The purchase agreement with Fortress provides RAIT with a binding bid of approximately $174.4 million, subject to adjustment, along with the assumption of certain liabilities, which is subject to higher or better offers in the bidding process. RAIT plans to file a motion with the Bankruptcy Court seeking approval of bid procedures in connection with the sale to Fortress. The sale and bid procedures will provide for notice to be given to third parties of the pending sale to Fortress and offer the opportunity for interested parties to submit higher and better bids for RAIT's assets or propose an alternative transaction. Once the bid procedures have been approved by the Bankruptcy Court, RAIT will initiate the formal bidding process, and at such time interested parties will be able to obtain more information on the bidding process. Following the chapter 11 filing, RAIT will continue to operate as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court. RAIT expects to file a number of first day motions with the Bankruptcy Court that, among other things, will seek authorization to continue the operations of RAIT in the ordinary course of business during the sale process. RAIT expects to receive court approval for these requests. Bond Default In late 2017, RAIT said it was exploring strategic alternatives to improve its liquidity. In February 2018, RAIT said it review of strategic and financial alternatives for RAIT has concluded. RAIT said it determined that it should take steps to increase RAIT's liquidity and better position RAIT to meet its financial obligations as they come due and to continue to operate as a going concern. These steps include, but are not limited to: * The cessation of RAIT's lending business along with the implementation of other steps to reduce costs within its other operating businesses; * The continuation of the process of selling RAIT's property portfolio while servicing and managing RAIT's existing commercial real estate loan portfolio; and * The engagement of a financial advisor to assist and advise RAIT during this process. Later in 2018, RAIT said it was resuming its strategic review. RAIT Financial said in a regulatory filing that on Aug. 20, 2019, it received a notice of default (the "Notice") relating to its 7.125% Senior Notes due 2019 (the "7.125% Notes") and its 7.625% Senior Notes due 2024. The Notice was delivered to RAIT by Wells Fargo Bank, National Association, as trustee. The Notice states that RAIT has defaulted under Section 4.02 of each of the Supplemental Indentures because RAIT failed to timely file with the Trustee the quarterly report for the fiscal quarter ended March 31, 2019 that RAIT is required to file with the Securities and Exchange Commission ("SEC") pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, as required under the Indentures (the "Default"). As reported on its Notification of Late Filing on Form 12b-25, filed with the SEC on May 16, 2019, RAIT was unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 by the prescribed due date without unreasonable effort or expense because RAIT requires additional time to complete the preparation of RAIT's financial statements for the quarterly period ended March 31, 2019 to complete an evaluation of whether its investments in preferred equity interests should be accounted for as loans or as equity method investments. Under the Supplemental Indentures, the Default will not become an Event of Default (as defined in the Supplemental Indentures) unless RAIT fails to remedy the Default within 60 days after the date on which notice was received. If such an Event of Default occurs, then in lieu of acceleration of the repayment obligation, RAIT may at its option elect to pay additional interest on the respective Note at an annual rate equal to 0.50% of the principal amount of the respective Note for up to one year after the occurrence of such Event of Default. As of the date hereof, RAIT had (i) $65.4 million principal amount of 7.125% Notes outstanding, and (ii) $56.3 million principal amount of 7.625% Notes outstanding. About RAIT Financial Trust RAIT Financial Trust (OTC Pink: RASF) is an internally-managed real estate investment trust ("REIT") focused on managing a portfolio of commercial real estate (CRE) loans and properties. RAIT was formed in August 1997 and commenced operations in January 1998. Today, RAIT utilizes its in-house commercial real estate asset management platform to manage and service a portfolio of commercial real estate assets totaling more than $1.5 billion. The loan portfolio RAIT manages was previously originated by RAIT and is secured by diverse property types, including apartment, office and light-industrial properties and neighborhood retail centers. On Aug. 30, 2019, RAIT Funding, LLC (f/k/a Taberna Funding LLC) and six affiliated companies, namely, RAIT Financial Trust, RAIT General, Inc., RAIT Limited, Inc., Taberna Realty Finance Trust, RAIT JV TRS, LLC, and RAIT JV TRS Sub, LLC., filed petitions in the U.S. Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The lead case is In re RAIT Funding, LLC (Bankr. D. Del. Lead Case No. 19-11915. The Company's bankruptcy petition lists both assets and liabilities ranging from $100 million to $500 million. The Debtors' jointly administered cases are assigned to Judge Brendan Linehan Shannon. Drinker Biddle & Reath LLP and Ledgewood, P.C., are acting as the legal counsel; M-III Partners, L.P. is acting as financial advisor; and UBS Securities, LLC is acting as investment banker to RAIT and its affiliates in connection with the proposed sale and the bankruptcy proceedings. Epiq Corporate Restructuring, LLC, is the claims agent, and maintains the Web site https://dm.epiq11.com/rait Stroock & Stroock & Lavan LLP and Young Conaway Stargatt & Taylor, LLP, are acting as legal counsel to stalking horse bidder Fortress Investment Group LLC and its affiliates. ROCKIES REGION: Court Approves Disclosure Statement --------------------------------------------------- The Disclosure Statement explaining the Chapter 11 Plan of Rockies Region 2006 Limited Partnership and Rockies Region 2007 Limited Partnership is approved. A hearing to consider confirmation of the Plan will commence on October 2, 2019, at 9:30 a.m. (Central Time). September 27, 2019 at 5:00 p.m. (Central Time) is fixed as the last day for filing written objections to the confirmation of the Plan. Any reply to any objection(s) to confirmation must be filed and served on any objecting parties on or before September 30, 2019, at 5:00 p.m. (Central Time). The United States Trustee for Region 6 and the United States Securities and Exchange Commission objected to the adequacy of the Disclosure Statement. PDC Energy, Inc., joins in the objections of the U.S. Trustee and the Commission. According to the U.S. Trustee, a plan is patently unconfirmable when confirmation defects cannot be overcome by creditor voting and the confirmation defects relate to matters upon which the material facts are not in dispute or have been fully developed at the disclosure statement hearing. The U.S. Trustee points out that the Debtors cannot unilaterally release the Debtors' counsel from prospective liability given that counsel owes a duty not only to the Debtors but also to the bankruptcy estate. The U.S. Trustee complains that the disclosure statement and on the plan ballots are not enough to convert a creditor's silence into consent to the release. The Commission complains that the Disclosure Statement fails to adequately describe the specific consideration being provided by each of the Released Parties to the Releasing Parties. The Commission asserts that the global settlement is, in effect, a class action settlement for which an opt-out mechanism is appropriate. The Commission also points out that the Releases should not be approved as consensual or as part of a valid settlement of claims because the Disclosure Statement fails to show that the Released Parties, other than PDC, have provided consideration in exchange for the Releases. According to the Commission, that a liquidating debtor cannot obtain a discharge if it has liquidated all or substantially all of its assets, does not engage in business after consummation of the plan, and the debtor would be denied a discharge under Section 727(a) of the Bankruptcy Code. A solicitation version of the Disclosure Statement dated August 27, 2019, is available at https://tinyurl.com/yyesb4lm from PacerMonitor.com at no charge. A solicitation version of the Plan dated August 27, 2019, is available at https://tinyurl.com/y29furku from PacerMonitor.com at no charge. Counsel to the Debtors: Jason S. Brookner, Esq. Lydia R. Webb, Esq. Amber M. Carson, Esq. GRAY REED & McGRAW LLP 1601 Elm Street, Suite 4600 Dallas, Texas 75201 Telephone: (214) 954-4135 Facsimile: (214) 953-1332 Email: jbrookner@grayreed.com lwebb@grayreed.com acarson@grayreed.com Counsel to PDC: Robin Russell, Esq. Joseph P. Rovira, Esq. Michele R. Blythe, Esq. Edward A. Clarkson, III, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4200 Facsimile: (713) 220-4285 About Rockies Region 2006 and Rockies Region 2007 Rockies Region is a privately-subscribed West Virginia limited partnership, which owns a working interest in wells located in Colorado, from which the partnership produces and sells crude oil, natural gas, and natural gas liquids. Rockies Region 2006 Limited Partnership and Rockies Region 2007 Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 18-33513 and 18-33514) on Oct. 30, 2018. Rockies Region 2006 disclosed $304,921 in assets and $3,034,219 in liabilities, and Rockies Region 2007 reported $530,155 in assets and $1,879,000 in liabilities as of the bankruptcy filing. Judge Stacey G. Jernigan oversees the cases. The Debtors tapped Reed & McGraw LLP as legal counsel; BMC Group, Inc., as noticing, solicitation, and tabulation agent; and Karen Nicolaou, managing director of Harney Management Partners, as responsible party. ROYAL ALICE: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: Royal Alice Properties, LLC 900 Royal St. New Orleans, LA 70116 Business Description: Royal Alice Properties, LLC's principal assets are condominium units located at 906, 910-12 Royal St. New Orleans, LA 70116. Chapter 11 Petition Date: August 29, 2019 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Case No.: 19-12337 Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 Fax: (504) 581-4962 E-mail: leo@congenilawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Susan Hoffman, member/manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at: http://bankrupt.com/misc/laeb19-12337.pdf SANTA FE IMPORTS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Santa Fe Imports Inc, A New Mexico Corporation d/b/a Santa Fe Mazda Volvo 2704 Cerrillos Rd Santa Fe, NM 87507 Business Description: Santa Fe Imports Inc. is an automobile dealer in Santa Fe, New Mexico. The Company offers new and used cars, vans, trucks, sport utility vehicles, parts, and accessories. Chapter 11 Petition Date: August 29, 2019 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Case No.: 19-11985 Judge: Hon. David T. Thuma Debtor's Counsel: James A. Askew, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 Fax: 505-717-1494 E-mail: jaskew@askewmazelfirm.com - and - Benjamin A. Jacobs, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: (505) 433-3097 Fax: (505) 717-1494 E-mail: bjacobs@askewmazelfirm.com - and - Edward Alexander Mazel, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 E-mail: edmazel@askewmazelfirm.com - and - Jacqueline Ortiz, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 E-mail: jortiz@askewmazelfirm.com - and - Daniel Andrew White, Esq. ASKEW & MAZEL, LLC 1122 Central Ave. SW, Suite 1 Albuquerque, NM 87102 Tel: 505-433-3097 Fax: 505-717-1494 E-mail: dwhite@askewmazelfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tersila Sanchez-Careswell, general manager. 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/nmb19-11985.pdf SEARS HOLDINGS: Another 100 Stores Reportedly Slated for Closing ---------------------------------------------------------------- USA Today's TCPalm.com reported that nearly 100 additional Kmart and Sears stores are slated for closing by the end of 2019. According to the report, while company officials did not release an official list of the locations closing, news outlets across the nation reported that their local stores were closing. A list was posted on the website thelayoff.com with more than 80 Kmart stores: * CA/Camarillo - 7165 / 940 knell Rd Camarillo 93010 * CA/North Hollywood - 4421 /13007 Sherman Way N. Hollywood * CA/Oakdale - 3842 / 175 Maag Ave. Oakdale 95361 * CA/Salinas - 3412 / 1050 N. Davis Rd. Salinas 93907 * CA/Tehachapi - 4751 / 710 W.Tehachapi Blvd Tehachapi 93561 * CO/Pueblo - 4453 / 3415 N Elizabeth St Pueblo 81008 * CT/Watertown - 7109 / 595 Straits Tpke Watertown 06795 * DE/Bear - 4807 / 301 Governor Place Bear 19701 * DE/Wilmington - 3873 / 4700 Limestone Rd. Wilmington 19808 * FL/Miami - 4728 / 3825 7th St NW Miami 33126 * FL/Vero Beach - 7294 / 1501 US-1 Vero Beach 32960 * ID/Lewiston - 7033 / 1815 21st St Lewiston 83501 * ID/Twin Falls - 7006 / 2258 Addison Ave E Twin Falls 83301 * IL/Bridgeview - 4381 / 7325 W 79th St Bridgeview 60455 * IN/Kokomo - 7243 / 705 N Dixon Rd Kokomo 46901 * IN/Richmond - 7246 / 3150 National Rd W Richmond 47374 * IN/Valparaiso - 7042 / 2801 Calumet Ave Valparaiso 46383 * KY/Erlanger - 3029 / 3071 Dixie Hwy Erlanger 41018 * KY/Somerset - 7255 / 411 Russet Dyche Hwy Somerset 42501 * MA/Brockton - 4407 / 2001 Main Si Brockton 02301 * MA/Webster - 9692 / 70 Worcester Rd Webster 01570 * MD/Stevensville - 7673 / 200 Kent Landing Stevensville 21666 * ME/Auburn - 3021 / 603 Center St Auburn 04210 * ME/Augusta - 7133 / 58 Western Ave Augusta 04330 * MI/Belleville - 3155 / 2095 Rawsonville Rd Belleville 48111 * MI/Clio - 9385 / 4290 Vienna Rd Clio 48420 – OWNED * MI/Grayling - 9557 / 2425 S.1-75 Business Grayling 49738 * MI/Hastings - 3819 / 802 W. State St Hastings 49058 * MI/Menominee - 7031 / 1101 7th Ave Menominee 49858 * MI/Midland - 7068 / 1820 S. Saginaw Rd Midland 48640 * MI/Oscoda - 9593 / 5719 N US-23 Oscoda 48750 * MN/International Falls - 9689 / 1606 MN-11 Int'l Falls 56649 * MN/St Paul - 3059 / 245 E Maryland Ave. St Paul 55117 * MT/Kalispel - 7030 / 2024 US-2 E Kalispel 59901 * NC/Clemmons - 7208 / 2455 Lewisville Clemmons 27012 * NC/Waynesville - 7626 / 1209 Russ Ave Waynesville 28786 * ND/Fargo - 4057 / 2301 S University Dr Fargo 58103 * NJ/Somers Point - 9463 / 250 New Road (Rt 9) S. Point 08244 * NJ/Trenton - 4478 / 1061 Whitehorse Ave Trenton 08610 * NJ/Wall - 7602 / 1825 State Hwy 35 Wall 07719 * NJ/Wayne - 3056 / 1020 Hamburg Tpke. Wayne 07470 * NM/Santa Fe - 3301 / 1712 St Michaels Dr Santa Fe 87501 * NY/Bath - 9589 / 420 W Morris St Bath 14810 * NY/Buffalo - 3415 / 1001 Hertel Ave Buffalo 14216 * NY/Mattydale - 4034 / 2803 Brewerton Rd. Mattydale 13211 * NY/Yorktown Heights - 9414 / 355 Downing Dr. Y. Heights 10598 * OH/Barberton - 7383 / 241 Wooster Rd. N Barberton 44203 * OH/Brunswick - 3286 / 3301 Center Rd Brunswick 44212 * OH/Grove City - 7397 / 2400 Stringtown Rd Grove City 43123 * OH/Harrison - 7644 / 10560 Harrison Ave Harrison 45030 * OK/Clinton - 4782 / 2501 Redwheat Dr Clinton 73601 * PA/Chambersburg - 3225 / 1005 Wayne Ave Chambersburg 17201 * PA/Clifton Heights - 7293 / 713 E Baltimore Pike C. Heights * PA/Doylestown - 3737 / 4377 PA-313 Doylestown 18902 * PA/Easton - 7192 / 320 S 25th St. Easton 18042 * PA/Holmes - 3597 / 600 MacDade Blvd Holmes 19043 * PA/Leechburg - 7372 / 451 Hyde Park Rd Leechburg 15656 * PA/New Castle - 7083 / 2650 Elwood Rd. New Castle 16101 * PA/Shillington - 3136 / 1 Parkside Ave. Shillington 19607 * PA/Towanda - 4713 / 328 Ennis Lane Towanda 18848 * PA/Walnutport - 3954 / 400 N Best Ave Walnutport 18088 * PR/Aguadilla - 4732 / Road 2 Km 126.5 Aguadilla 00605 * PR/Cagey - 7446 / Ave Jesus T Pinero 4 Cagey 00736 * PR/Carolina - 7665 / 65th Infantry Avenue Carolina 00985 * PR/Yauco - 7752 / 601 Yauco Plaza Yauco 00698 * SC/Greenville - 4016 / 1 Kmart Plaza Greenville 29605 * SC/Lexington - 7616 / 748 W Main St Lexington 29072 * SC/West Columbia - 4141 / 1500 Charleston Hwy West Columbia * TN/Lebanon - 9621 / 1443 W Main St Lebanon 37087 * UT/St George - 9794 / 745 S Bluff St George 84770 * VA/Chesapeake - 3471 / 2001 S Military Hwy Chesapeake 23320 * VA/Tabb - 3785 / 5007 Victory Blvd Tabb 23693 * WI/Mauston - 7648 / 800 N. Union St Mauston 53948 * WI/Racine - 3851 / 5141 Douglas Ave Racine 53402 * WI/Ripon - 7649 / 1200 W Fond duLac St Ripon 54971 * WV/Etkview - 3484 / 201 Crossings Mall Etkview 25071 In early August, the Company had announced that they are closing 26 Sears and Kmart locations by October 2019. Former Sears CEO Eddie Lampert, in February 2019 reached a deal to purchase the assets of Sears and Kmart out of bankruptcy and keep about 400 stores open. As of Aug. 7, company spokesman Larry Costello, according to TCPalm, said about 380 locations remained open. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be is a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings has left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. The Company employs 68,000 individuals, of whom 32,000 are full-time employees. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets, $11.33 billion in total liabilities and a total deficit of $4.40 billion. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. SELECTA BIOSCIENCES: Timothy Springer Has 18.7% Stake as of Aug. 20 ------------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Selecta Biosciences, Inc., as of Aug. 20, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Timothy A. Springer 9,030,789 18.7% TAS Partners LLC 1,549,880 3.2% Leukon Investments, LP 1,242,354 2.6% Chafen Lu 86,418 0.2% The percentages of beneficial ownership are based on a total of 48,141,125 Shares issued and outstanding as of Aug. 20, 2019, which includes 44,962,951 Shares issued and outstanding on Aug. 2, 2019, as reported on the Issuer's Quarterly Report on Form 10-Q, dated Aug. 8, 2019, as well as an additional 3,178,174 Shares issued to certain investors, including Dr. Springer and TAS, on Aug. 20, 2019 pursuant to the Stock Purchase Agreement. The Reporting Persons, in the aggregate, beneficially own 9,030,789 Shares, representing approximately 18.7% of such class of securities. On Aug. 20, 2019, Dr. Springer and TAS purchased from the Issuer, pursuant to a stock purchase agreement by and among the Issuer, Dr. Springer, TAS, and other investors, 1,600,000 Shares and 1,100,000 Shares, respectively, each at a price of $1.81 per share, which was equal to the most recent consolidated closing bid price on the Nasdaq Global Market on Aug. 20, 2019, for an aggregate purchase price of approximately $2.9 million and approximately $2.0 million, respectively. Dr. Springer used personal funds and TAS drew from its investment capital for such acquisitions. On Aug. 14, 2019, Dr. Lu purchased 10,000 Shares on the open market at a weighted average price of $1.7415 per share for an aggregate purchase price of approximately $17,000 (excluding commissions). Dr. Lu used personal funds for that acquisition. Dr. Springer is the beneficial owner of an additional 16,410 Shares underlying options, of which 6,410 were granted on June 16, 2017 with an exercise price of $17.47 per share, and 10,000 were granted on June 22, 2018 with an exercise price of $12.75 per share, each of which were fully exercisable as of Aug. 20, 2019. The Options were awarded as compensation for Dr. Springer's service as a member of the board of directors for the Issuer and Dr. Springer paid no consideration for the Options. The Options each have a term of ten years from the respective date of grant. Dr. Springer has not exercised any portion of any of the Options as of Aug. 23, 2019. A full-text copy of the regulatory filing is available for free at: https://is.gd/7gl0Xk About Selecta Biosciences Based in Watertown, Massachusetts, Selecta Biosciences, Inc. -- http://www.selectabio.com/-- is a clinical-stage biotechnology company focused on unlocking the full potential of biologic therapies based on its immune tolerance technology (ImmTOR) platform. Selecta plans to combine ImmTOR with a range of biologic therapies for rare and serious diseases that require new treatment options due to high immunogenicity. The Company's current proprietary pipeline includes ImmTOR-powered therapeutic enzyme and gene therapy product candidates. SEL-212, the Company's lead product candidate, is being developed to treat chronic refractory gout patients and resolve their debilitating symptoms, including flares and gouty arthritis. Selecta's proprietary gene therapy product candidates are in preclinical development for certain rare inborn errors of metabolism and incorporate ImmTOR with the goal of addressing barriers to repeat administration. Selecta Biosciences reported net losses of $65.33 million in 2018, $65.32 million in 2017, and $36.21 million in 2016. As of June 30, 2019, the Company had $46.94 million in total assets, $46.89 million in total liabilities, and $56,000 in total stockholders' equity. Ernst & Young LLP, in Boston, Massachusetts, the Company's auditor since 2009, issued a "going concern" opinion in its report dated March 15, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses from operations and insufficient cash resources and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SEVEN COUNTIES: Can't Avoid State Pension, KY High Court Says ------------------------------------------------------------- The Louisville Courier Journal reports that the Kentucky Supreme Court dealt a major blow to Centerstone Inc.'s effort to avoid its financial obligations to the state pension system by filing for bankruptcy. Centerstone, formerly known as the Seven Counties Services Inc., filed for bankruptcy protection six years ago, at a time when required contribution rates to the state pension plan began to soar. According to the report, in a unanimous ruling returned Aug. 29, 2019, the Kentucky Supreme Court ruled that Seven Counties Services' "participation in and its contributions to the Kentucky Employees Retirement System (KERS) are based on a statutory obligation." Such statutory obligations ordinarily cannot be avoided through bankruptcy proceedings. Centerstone was disappointed by the ruling but said the case is not over. "The court merely decided that Seven Counties' participation in the Kentucky Employees Retirement System was a statutory relationship, not a contractual one," Centerstone CEO Abby Drane said. "As the court noted, the ultimate effect of that decision is a question for the federal courts to sort out in light of today's answer to one state-law question in the case." About Seven Counties Seven Counties Services Inc., a not-for-profit behavioral health and developmental services center from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013. It provides services at several locations, schools and community centers covering Jefferson, Bullitt, Henry, Oldham, Shelby, Spencer and Trimble counties. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45.6 million and scheduled liabilities of $233 million. Judge Joan A. Lloyd presides over the case. David M. Cantor, Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R. Yeager, Esq., and James E. McGhee III, Esq., at Seiller Waterman LLC, serve as counsel to the Debtor. Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is special counsel to represent and advise it in the implementation of its new software system. Peritus Public Relations, LLC, has been tapped to provide public relations and public affairs support in Kentucky. Fifth Third Bank, the cash collateral lender, is represented by Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C. Goodrich, Jr., Esq., at Stites & Harbison PLLC. In October 2016, Seven Counties announced its merger with not-for-profit Tennessee-based Centerstone. The combined operations became known as Centerstone of Kentucky. Seven Counties president and CEO Zipple became CEO of Centerstone of Kentucky. SILICA HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to B ---------------------------------------------------------------- Egan-Jones Ratings Company, on August 21, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by US Silica Holdings Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Headquartered in Frederick, Maryland, Silica Holdings, Inc., incorporated on November 14, 2008, is a domestic producer of commercial silica, a specialized mineral that is an input into a range of end markets. SPANISH BROADCASTING: Posts $1.76 Million Net Loss in 2nd Quarter ----------------------------------------------------------------- Spanish Broadcasting System, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.76 million on $36.93 million of net revenue for the three months ended June 30, 2019, compared to a net loss of $1.99 million on $34.78 million of net revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019, the Company reported a net loss of $5.70 million on $74.28 million of net revenue compared to a net loss of $5.36 million on $68.68 million of net revenue for the same period during the prior year. As of June 30, 2019, the Company had $454.09 million in total assets, $539.17 million in total liabilities, and a total stockholders' deficit of $85.07 million. Discussion and Results "Our second quarter results once again validate the Company's strategic and operational strengths and give further evidence as to our standing as the undisputed leader in Hispanic radio, as well as one of the premier radio owner/operators in the nation's largest markets," commented Raul Alarcon, chairman and CEO. "During the quarter, Management's focus on operations yielded superior metric results in all of the major facets of our Company's operations: ratings (top rankings in all core markets, including the #1 AND #2 Spanish-language stations in the two largest radio markets of New York and Los Angeles, as well as 3 out of the 4 most-listened-to Hispanic stations in America), revenues and adjusted OIBDA growth, while maintaining industry-leading radio margins of 44%." "Our radio, television, interactive and live events businesses are growing and our 250+ affiliate radio network will have one of its best sales years since commencing operations." "Looking forward, we will continue to focus on growing our core revenue while adhering to strict cost controls to further solidify and expand our operating margins. We fully expect 2019 to be, in all respects, another banner year for SBS." A full-text copy of the Form 10-Q is available for free at: https://is.gd/ux8CLb About Spanish Broadcasting Based in Miami, Florida, Spanish Broadcasting System, Inc. (OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- owns and operates radio stations located in the top U.S. Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the Tropical, Regional Mexican, Spanish Adult Contemporary, Top 40 and Urbano format genres SBS also operates AIRE Radio Networks, a national radio platform of over 250 affiliated stations reaching 94% of the U.S. Hispanic audience. SBS also owns MegaTV, a network television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico, produces a nationwide roster of live concerts and events, and owns a stable of digital properties, including La Musica, a mobile app providing Latino-focused audio and video streaming content and HitzMaker, a new-talent destination for aspiring artists. Spanish Broadcasting reported net income of $16.49 million for the year ended Dec. 31, 2018, compared to net income of $19.62 million for the year ended Dec. 31, 2017. As of March 31, 2019, the Company had $455.09 million in total assets, $538.40 million in total liabilities, and a total stockholders' deficit of $83.31 million. Crowe LLP, in Fort Lauderdale, Florida, the Company's auditor since 2013, issued a "going concern" opinion in its report dated April 1, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the 12.5% Senior Secured Notes had a maturity date of April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the notes when they became due. In addition, at Dec. 31, 2018 the Company had a working capital deficiency. These factors raise substantial doubt about its ability to continue as a going concern. TECHNICAL COMMUNICATIONS: Borrows $300,000 from CEO --------------------------------------------------- Technical Communications Corporation entered into an agreement with its Chairman and Chief Executive Officer, Carl H. Guild, Jr., whereby the Company borrowed $300,000 from Mr. Guild pursuant to a demand promissory note. The Note will accrue interest at the rate per annum of two percent and is payable on demand. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com/-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks. Technical Communications reported a net loss of $1.47 million for the year ended Sept. 29, 2018, compared to a net loss of $1.91 million for the year ended Sept. 30, 2017. As of June 29, 2019, the Company had $2.05 million in total assets, $883,034 in total current liabilities, and $1.17 million in total stockholders' equity. CohnReznick LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 21, 2019, on the Company's consolidated financial statements for the year ended Sept. 29, 2018, citing that the Company has suffered recurring losses from operations and has an accumulated deficit of $2,786,356 at Sept. 29, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TITUS INDUSTRIAL: Oct. 3 Hearing on Disclosure Statement -------------------------------------------------------- A hearing on the approval of Disclosure Statement explaining the Chapter 11 Plan of Titus Industrial, Inc., has been set for October 3, 2019 at 10:30 a.m. in the United States Bankruptcy Court, 510 1 9th Street, Bakersfield, California. Unsecured Claims Without Priority. The General Unsecured Claims include claims of $102,419.83 held by the Lawsuit Creditors and $33,242.04 owed to Debtor's insiders. Creditors Having Administrative Claims. Administrative Claims will be paid from money received from income generated by Debtor's business. Creditors Holding Security. the Debtor has made payments to secured creditors and has reduced the debt owed to its secured creditors since Debtor filed its Chapter 11 case. Unsecured Claims with Priority. Debtor believes there will be allowed Priority Claims of $122,286.94 on the Effective Date of the Plan. Disputed Claims. The Schedules do not list any other claim as contingent, disputed, or unliquidated. The Debtor will operate its business after confirmation of the Plan. The Debtor expects to be profitable in the future. The Debtor anticipates that its revenue and expenses will be stable and consistent during the Term of the Plan and that it will generate sufficient revenue to make the payments required by the Plan. A full-text copy of the Disclosure Statement dated August 21, 2019, is available at https://tinyurl.com/yxhmh7gm from PacerMonitor.com at no charge. About Titus Industrial Inc. Titus Industrial, Inc. is a full-service general engineering contractor specializing in equipment installation, fabrication, retrofit, maintenance, specialty welding, process piping, water jetting, machinery moving, alignments, excavation, grading, turnarounds, and crane services. It has the capability to custom design and manufacture equipment for the clients' specific needs. Titus Industrial sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-14414) on Oct. 30, 2018. In the petition signed by Scott W. Hale, general manager and authorized representative, the Debtor disclosed $689,071 in assets and $1,038,121 in liabilities. Judge Fredrick E. Clement presides over the case. The Debtor tapped the Law Offices of Leonard K. Welsh as its legal counsel. TRECE CORP: Unsecured Creditors to Get Full Payment at 2.54% ------------------------------------------------------------ Trece Corp. and 54 East Entertainment Inc. filed a small business Chapter 11 plan and accompanying disclosure statement proposing that the Class 4 General unsecured claim of Topaz Realty Management, which are unimpaired, be paid as agreed in the amount of $52,548.09 pursuant to a stipulation. All other general unsecured claims, classified in Class 5, will be paid in full on the effective date. The claims in this class total $35,693.90. The Disclosure Statement was later amended to provide that holders of Class 5 claims will be paid interest at the rate of 2.54%. Payments and distributions under the Plan will be funded by a $60,000.00 contribution to be paid $30,000 by the Debtors’ principal Aesook Choi and $30,000 from the Debtors’ general manager Joel Lim to be paid from their personal funds. A full-text copy of the Disclosure Statement dated August 16, 2019, is available at https://tinyurl.com/yxwkak4f from PacerMonitor.com at no charge. A full-text copy of the Amended Disclosure Statement dated August 21, 2019, is available at https://tinyurl.com/y5fmh433 from PacerMonitor.com at no charge. A redlined version of the Amended Disclosure Statement dated August 21, 2019, is available at https://tinyurl.com/y2k9q2km from PacerMonitor.com at no charge. Attorneys for the Debtors: Lawrence F. Morrison, Esq. Brian J. Hufnagel, Esq. MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, New York 10013 Telephone: (212) 620-0938 Facsimile: (646) 390-5095 Trece Corp. filed a voluntary Chapter 11 Petition (Bankr. E.D.N.Y. Case No. 19-40949) on February 19, 2019, and is represented by Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC, in New York. WEST COAST DISTRIBUTION: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: West Coast Distribution, Inc. 2602 East 37th Street Vernon, CA 90058 Business Description: West Coast Distribution Inc. is a full- service third party logistics and supply chain management provider specializing in apparel, retail, and lifestyle brands. Chapter 11 Petition Date: August 30, 2019 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 19-20332 Judge: Hon. Sheri Bluebond Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: rb@lnbyb.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jilali El Basri, CEO. 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/cacb19-20332.pdf WEST VIRGINIA MINING: County Commission Suit Remanded ----------------------------------------------------- Senior District Judge John T. Copenhaver, Jr. granted Plaintiff's motion to remand the case captioned THE COUNTY COMMISSION OF FAYETTE COUNTY, WEST VIRGINIA, Plaintiff, v. SEMINOLE WEST VIRGINIA MINING COMPLEX, LLC, KENNETH McCOY, JASON McCOY, MIKE ISABELL, GREAT MIDWEST INSURANCE CO., IRONSHORE SPECIALTY INS. CO., DOE INSURERS, Defendants, Civil Action No. 2:19-cv-00113 (S.D.W.V.) to the Circuit Court of Fayette County, West Virginia. The Commission challenges the court's jurisdiction on the ground that the parties lack complete diversity. Specifically, it contends that it and defendant Mike Isabell are both West Virginia citizens. Seminole, however, argues that the citizenship of Mike Isabell should be disregarded because he is a fraudulently joined defendant. To support its argument that Mike Isabell is fraudulently joined, Seminole first presents evidence that the Commission has no intention of pursuing any claim against him. Specifically, Seminole provides a copy of an e-mail correspondence from the Commission's counsel which states: "Was a little worried Mike Isabel[l] might not be very happy with me for suing him. Certainly willing to explain it to him and he is in no peril." Seminole additionally provides a signed declaration from Mr. Isabell wherein he declares that at a Feb. 15, 2019 meeting with counsel for the Commission, counsel stated: "you have my word as prosecutor that no one will come after you personally." Second, Seminole argues that Mr. Isabell's joinder was fraudulent because the Commission has no hope of establishing a cause of action against him. Seminole starts this argument by restating its position in the TRO briefing that the Commission has no cognizable claim against anyone because its order and ordinance are unlawful and the Commission is proceeding ultra vires. Inasmuch as the West Virginia code has vested in the Commission the authority "to enact ordinances, issue orders and take other appropriate and necessary actions for the elimination of hazards to public health and safety and to abate or cause to be abated anything which the commission determines to be a public nuisance[,]" the court cannot conclude that the Commission lacks even a "glimmer of hope" that its ordinance is lawful. Next, Seminole argues that even if the court takes the ordinance at face value, the Commission cannot establish any claim thereunder against Mr. Isabell. Seminole contends that the ordinance should be construed as mirroring the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601-9675. Specifically, Seminole contends that "Operator liability under CERCLA must be alleged with facts sufficient to establish control[;]" and that "[the complaint] fails to identify any fact establishing that Isabell had any control over Seminole's operations." The Commission, on the other hand, contends that "CERCLA and the Ordinance at issue are entirely different laws, enacted by different bodies, and serving entirely different purposes. . . [.]". Nonetheless, the Commission presents two pieces of evidence contradicting Mr. Isabell's declaration: first, in an application for a Coal Field Development Permit, Mr. Isabell signed a certification stating, inter alia, that he is "a principal officer (President, Vice President) of the Applicant [Seminole Mining] with authorization to execute this form[,]" second, in another application, Mr. Isabell signed a certification as an "Owner, Partner, or Principal Officer[,]" certifying that he "ha[s] examined this facility and this groundwater protection plan (GPP), [and] will follow the GPP currently on file with the environmental inspector and commit all resources needed to comply with this plan, the Groundwater Protection Act, and the applicable regulations." The Commission, therefore, contends that Mr. Isabell does in fact have control over Seminole's operations and can authorize the expenditure of Seminole's money. These discrepancies create a question of fact which must be resolved in the Commission's favor. Assuming Mr. Isabell is an operator, and assuming the ordinance is valid, Mr. Isabell may be subject to liability. Accordingly, the court cannot say that the Commission does not have at least a "glimmer of hope" of prevailing on a claim against Mr. Isabell. He is thus a valid defendant and the parties lack complete diversity. In light of the forgoing, the court finds that the defendants have failed to demonstrate that the court has subject matter jurisdiction over this case. Accordingly, the motion to remand is granted. A copy of the Court's Memorandum Opinion and Order dated March 29, 2019 is available at https://bit.ly/2ZpTJVh from Leagle.com. The County Commission of Fayette County, West Virginia, Plaintiff, represented by Michael O. Callaghan, NEELY & CALLAGHAN. Seminole West Virginia Mining Complex, LLC, A Delaware Limited Liability Company Authorized to do Business in West Virginia - Currently a Debtor in a Pending Chapter 11 Bankruptcy Proceeding, Defendant, represented by Andrew C. Robey , HISSAM FORMAN DONOVAN RITCHIE, Jonathan Zak Ritchie , HISSAM FORMAN DONOVAN RITCHIE & Michael B. Hissam , HISSAM FORMAN DONOVAN RITCHIE. Kenneth R. McCoy, an Individual, Jason R. McCoy, an Individual, Mike Isabell, an Individual & Thomas M. Clark, an Individual, Defendants, represented by Michael B. Hissam , HISSAM FORMAN DONOVAN RITCHIE. Great Midwest Insurance Co., Defendant, represented by Jennifer Keadle Mason, DINSMORE & SHOHL & Lisa Renee Whisler, THOMSON RHODES & COWIE. Ironshore Specialty Ins. Co., Defendant, represented by Jennifer Anne Lynch, CIPRIANI & WERNER & Philip John Sbrolla, CIPRIANA & WERNER. Larry E. Harrah, Interested Party, represented by Michael O. Callaghan, NEELY & CALLAGHAN. XS RANCH FUND: Court Allows Melting Point Claim of $372K -------------------------------------------------------- Debtor XS Ranch Fund VI, L.P. filed an objection to the proof of claim no. 73-1 filed by Melting Point Solutions, LLC. The Claim seeks payment of two percent of the $18.6 million in debtor-in-possession financing Crestline Direct Finance, L.P. provided to Debtor. In December 2018, the court held a trial and Bankruptcy Judge Roger L. Efremsky rules that the Claim will be allowed in its entirety, and will include reasonable attorney's fees, expenses and interest. On March 23, 2015, Coast Range and Melting Point and Kidron Capital Advisors LLC entered into the Intermediary Services Agreement (the "Agreement") which forms the basis for Melting Point's Claim. Debtor contends that Melting Point's Claim must be disallowed because (1) Debtor is not a party to the Agreement; (2) the Agreement provides only for payment upon the closing of a sale of securities or other interests owned by a non-debtor party and this did not take place; (3) the New York statute of frauds precludes recovery; and (4) if California law applies, its real estate brokers' licensing rules preclude recovery. Melting Point disputes each of these contentions. Melting Point argues that the Agreement should be interpreted to find that Debtor is a party to it and it covers the debt financing that occurred here. Alternatively, Melting Point urges the court to find that the Agreement was orally modified and fully performed which makes the New York statute of frauds irrelevant, or that Debtor is estopped from using the statute of frauds as a defense. Finally, if the court finds that the Agreement does not apply, Melting Point contends it is entitled to recover its fee under various equitable theories using California law. From the start, the language of the Agreement did not precisely describe what James Foster sought to accomplish on Debtor's behalf. But the parties' conduct informs this language and supports the interpretation that they mutually intended a variety of potential transactions involving Debtor to be covered by the Agreement. Melting Point obtained at least one offer to purchase the limited partnership interests and was then encouraged by Foster to broaden the net to include debt financing. The contrary conclusion now urged by Debtor is contradicted by the overwhelming amount of evidence offered at trial all of which was confirmed by Foster's testimony and by documents he prepared or authorized. In addition, Foster's refusal to sign an amendment to the Agreement because of Debtor's bankruptcy case is further confirmation that he understood Debtor was a party to it. Debtor's stilted interpretation of the Agreement diverges from the uncontradicted facts established at trial and the court rejects it. The doubtful provisions of the Agreement will be given the practical construction urged by Melting Point. There was consistent conduct by Melting Point coupled with Debtor's knowledge and acquiescence in that course of conduct. Accordingly, the court will give the Agreement the practical construction that Foster and Haas gave it over the two year period involved here. Debtor's objection to the Claim was premised on its contention that there was no contract between it and Melting Point. This theory does not withstand the overwhelming weight of the evidence — from its own witness and its own documents — that soundly disproved it. Debtor's belated attempt to avoid the Agreement, which appears to have been instigated by VanderLey, out of concern for protection of ForceTen's own generous compensation, simply fails. In sum, Melting Point has sustained its burden of persuasion. Debtor's objection to the Claim is overruled and the Claim will be allowed as requested: $372,000 based on two percent of the $18.6 million DIP Financing, plus interest as provided in the Plan. Melting Point is also entitled to its attorneys' fees of $228,484.54 and expenses of $9,750 as shown in the Declaration of Tobias S. Keller. The bankruptcy case is in re: XS RANCH FUND VI, L.P., Chapter 11, Debtor, Case No. 16-31367-RLE (Bankr. N.D. Cal.). A copy of the Court's Memorandum Decision dated March 28, 2019 is available at https://bit.ly/2zhQMY6 from Leagle.com. XS Ranch Fund VI, L.P., Debtor, represented by Pamela M. Egan , CKR Law LLP, Richard H. Golubow , Winthrop Couchot Golubow Hollander, LLP, Garrick A. Hollander , Winthrop Couchot Golubow Hollander, LLP, Andrew H. Levin , Winthrop Couchot Golubow Hollander, LLP & Peter W. Lianides , Winthrop Couchot Golubow Hollander, LLP. Hasso Plattner, Mike McKernen & Peter Mainstain, Petitioning Creditors, represented by Patricia H. Lyon , French and Lyon, Terry J. Mollica , Chiarelli & Mollica, LLP, Mary Ellmann Tang , French Lyon Tang & David C. Winton , Law Offices of David C. Winton. Jackie Yellin, Trustee of the Gary S. Kading Irrevocable Trust of 1995, Petitioning Creditor, represented by Patricia H. Lyon , French and Lyon. Office of the U.S. Trustee / SF, U.S. Trustee, represented by Marta Villacorta , Office of the United States Trustee. Official Committee Of Unsecured Creditors, Creditor Committee, represented by Ori Katz , Sheppard, Mullin, Richter and Hampton & Matthew Ryan Klinger , Sheppard, Mullin, Richter & Hampton. About XS Ranch Fund VI L.P. Dr. Hasso Plattner, David Winton, Granite Land Company, and Peter Mainstain filed an involuntary petition (Bankr. N.D. Cal. Case No. 16-31367) against XS Ranch Fund VI, L.P for relief under Chapter 7 of the Bankruptcy Code on December 23, 2016. On May 31, 2017, the Debtor consented to conversion of the Bankruptcy Case to one under Chapter 11. On June 1, the Court entered its order converting the Bankruptcy Case to Chapter 11. The petitioning creditors were represented by Patricia H. Lyon, Esq., at French and Lyon; Terry J. Mollica, Esq., at Chiarelli & Mollica, LLP; Mary Ellmann Tang, Esq., at French Lyon Tang; and David C. Winton, Esq., at the Law Offices of David C. Winton. The Debtor is represented by Pamela Egan, Esq., at Rimon P.C.; and Richard H. Golubow, Esq., Garrick A. Hollander, Esq., and Andrew Levin, Esq., at Winthrop Couchot. On July 28, 2017, the U.S. Trustee for Region 17 appointed an official committee of unsecured creditors. The committee hired Sheppard Mullin Richter & Hampton LLP, as counsel. [*] Chapter 11 Plan Confirmation Easier for Small Biz Debtors ------------------------------------------------------------- The U.S. Congress approved, and in August 2019 the President signed, the Small Business Reorganization Act of 2019 which streamlines existing rules governing the efforts of small businesses to restructure successfully under Chapter 11 of the Bankruptcy Code. The law effectively makes it more difficult for creditors to contest small business Chapter 11 cases, but it also provides creditors in all bankruptcy cases several major benefits through changes to the preference laws, Womble Bond Dickinson wrote. Subchapter V of Chapter 11 A small business debtor is a business entity or an individual which is engaged in business whose aggregate non-contingent debts (excluding debts to affiliates or insiders) do not exceed $2,725,625 and which elects to be treated as a small business. The Act adds a new subchapter V to Chapter 11 of the Bankruptcy Code to make it easier and less expensive for small businesses to successfully reorganize. The Act's key provisions include: * Only the small business may file a Chapter 11 plan, but the Act requires that the debtor file its plan within 90 days of the date it files its bankruptcy petition, except in certain circumstances; * A standing trustee similar to those appointed in Chapter 13 cases will be appointed to oversee each small business case; * A creditors committee will not be formed; * The Chapter 11 plan can modify the rights of a creditor secured by a security interest in the debtor's principal residence if the loan secured by the residence was not used to acquire the residence but was used in connection with the debtor's business; * The Court can confirm a debtor's plan without the support of any class of claims as long as the plan does not discriminate unfairly and is deemed to be fair and equitable with respect to each class of claims; * To be fair and equitable, the Chapter 11 plan must provide that all of the debtor's projected disposable income to be received during the length of the plan will be applied to make payments under the plan for a period of 3 to 5 years. As in all Chapter 11 cases, creditors will need to be vigilant to ensure that Courts properly evaluate Chapter 11 plans, especially those that lack creditor support, and that their rights are properly protected. Changes to Preference Laws The Act makes several significant changes to existing preference laws which will be welcomed by creditors. Currently, trustees and debtors in possession have broad authority to file lawsuits to recover preferential transfers which were made 90 days prior to the date the bankruptcy case was filed, or in the case of insiders, one year. In addition, under the prior law if the amount of the transfer was less than $13,650, then the trustee or debtor in possession would have to file the lawsuit to recover the transfer in the federal district where the defendant resides, not in the district where the bankruptcy case is pending. The Act raises the threshold for non-insider defendants from $13,650 to $25,000 so that claims of less than $25,000 must be filed in the district where the defendant resides. In addition, the Act adds as a requirement that, before filing the lawsuit to recover a preference, the trustee or debtor in possession must exercise reasonable due diligence and must ". . . take into account a party's known or reasonably knowable affirmative defenses . . .". Due to costs and logistics, preference suits are rarely filed outside of the district where the bankruptcy case is pending, so raising the threshold to $25,000 effectively immunizes most transfers less than $25,000 from recovery. In addition, the Act's due diligence requirement will certainly result in a reduction of the number of preference lawsuits. Contact: Jeffrey L. Tarkenton Partner, US Womble Bond Dickinson E-mail: jeffrey.tarkenton@wbd-us.com [^] BOND PRICING: For the Week from August 26 to 30, 2019 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Acosta Inc ACOSTA 7.750 9.887 10/1/2022 Acosta Inc ACOSTA 7.750 11.065 10/1/2022 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 7.875 21.313 12/15/2024 Approach Resources Inc AREX 7.000 22.809 6/15/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 10.375 6/15/2021 Bristow Group Inc BRS 6.250 19.500 10/15/2022 Bristow Group Inc BRS 4.500 19.500 6/1/2023 California Resources Corp CRC 5.500 56.369 9/15/2021 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 8.500 1.346 9/15/2022 Cenveo Corp CVO 6.000 0.894 5/15/2024 Chukchansi Economic Development Authority CHUKCH 9.750 60.000 5/30/2020 Chukchansi Economic Development Authority CHUKCH 10.250 60.000 5/30/2020 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 12.000 28.250 11/1/2021 Cloud Peak Energy Resources LLC / Cloud Peak Energy Finance Corp CLD 6.375 1.100 3/15/2024 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 DFC Finance Corp DLLR 10.500 67.125 6/15/2020 Denbury Resources Inc DNR 4.625 35.201 7/15/2023 Denbury Resources Inc DNR 5.500 43.592 5/1/2022 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 7.500 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 7.568 2/15/2025 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 6.375 0.641 6/15/2023 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 9.375 21.000 5/1/2024 EP Energy LLC / Everest Acquisition Finance Inc EPENEG 8.000 7.875 2/15/2025 Electronics For Imaging Inc EFII 0.750 99.910 9/1/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Federal Home Loan Banks FHLB 3.640 99.436 5/30/2034 Federal Home Loan Mortgage Corp FHLMC 1.500 99.898 8/30/2019 Ferrellgas Partners LP / Ferrellgas Partners Finance Corp FGP 8.625 74.690 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 24.973 4/1/2023 Foresight Energy LLC / Foresight Energy Finance Corp FELP 11.500 27.741 4/1/2023 Frontier Communications Corp FTR 10.500 51.729 9/15/2022 Frontier Communications Corp FTR 8.500 62.439 4/15/2020 Frontier Communications Corp FTR 6.250 52.956 9/15/2021 Frontier Communications Corp FTR 8.750 51.358 4/15/2022 Frontier Communications Corp FTR 9.250 54.325 7/1/2021 Frontier Communications Corp FTR 8.875 56.809 9/15/2020 Frontier Communications Corp FTR 10.500 52.244 9/15/2022 Frontier Communications Corp FTR 10.500 52.244 9/15/2022 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Grizzly Energy LLC VNR 9.000 6.000 2/15/2024 Halcon Resources Corp HKUS 6.750 14.000 2/15/2025 Halcon Resources Corp HKUS 6.750 9.947 2/15/2025 Halcon Resources Corp HKUS 6.750 9.625 2/15/2025 Halcon Resources Corp HKUS 6.750 11.500 2/15/2025 Halcon Resources Corp HKUS 6.750 9.625 2/15/2025 High Ridge Brands Co HIRIDG 8.875 6.179 3/15/2025 High Ridge Brands Co HIRIDG 8.875 6.179 3/15/2025 Hornbeck Offshore Services Inc HOS 5.875 58.340 4/1/2020 Hornbeck Offshore Services Inc HOS 5.000 48.200 3/1/2021 Hornbeck Offshore Services Inc HOS 1.500 95.500 9/1/2019 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 6.096 12/1/2020 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 6.625 3.984 12/1/2021 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 3.049 9/20/2023 Lehman Brothers Inc LEH 7.500 1.847 8/1/2026 MAI Holdings Inc MAIHLD 9.500 45.400 6/1/2023 MAI Holdings Inc MAIHLD 9.500 45.000 6/1/2023 MAI Holdings Inc MAIHLD 9.500 44.568 6/1/2023 MF Global Holdings Ltd MF 9.000 14.750 6/20/2038 MF Global Holdings Ltd MF 6.750 14.750 8/8/2016 MModal Inc MODL 10.750 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.350 16.250 7/1/2026 Murray Energy Corp MURREN 11.250 19.160 4/15/2021 Murray Energy Corp MURREN 11.250 19.426 4/15/2021 Murray Energy Corp MURREN 9.500 12.875 12/5/2020 Murray Energy Corp MURREN 9.500 12.875 12/5/2020 NWH Escrow Corp HARDWD 7.500 60.000 8/1/2021 NWH Escrow Corp HARDWD 7.500 58.847 8/1/2021 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 33.092 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 33.453 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 33.627 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 34.023 10/25/2024 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 4.001 5/15/2019 Northwest Hardwoods Inc HARDWD 7.500 57.792 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 57.792 8/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 2.250 4/1/2021 Pioneer Energy Services Corp PESX 6.125 37.445 3/15/2022 Powerwave Technologies Inc PWAV 1.875 0.016 11/15/2024 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rolta LLC RLTAIN 10.750 8.454 5/16/2018 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 43.500 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 7.500 11/1/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 17.250 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 8.000 42.844 6/15/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 5.583 11/1/2020 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.375 7.216 11/1/2021 Sanchez Energy Corp SNEC 6.125 5.000 1/15/2023 Sanchez Energy Corp SNEC 7.750 5.375 6/15/2021 SandRidge Energy Inc SD 7.500 0.500 2/15/2023 Sears Holdings Corp SHLD 6.625 7.200 10/15/2018 Sears Holdings Corp SHLD 6.625 7.136 10/15/2018 Sears Roebuck Acceptance Corp SHLD 7.500 1.000 10/15/2027 Sears Roebuck Acceptance Corp SHLD 6.500 1.000 12/1/2028 Sears Roebuck Acceptance Corp SHLD 6.750 1.000 1/15/2028 Sears Roebuck Acceptance Corp SHLD 7.000 1.086 6/1/2032 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Sempra Texas Holdings Corp TXU 9.750 93.750 10/15/2019 Stearns Holdings LLC STELND 9.375 49.942 8/15/2020 Stearns Holdings LLC STELND 9.375 49.942 8/15/2020 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 66.250 6/1/2022 Tapstone Energy LLC / Tapstone Energy Finance Corp TAPENE 9.750 41.328 6/1/2022 TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018 Toys R Us - Delaware Inc TOY 8.750 0.237 9/1/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021 UCI International LLC UCII 8.625 4.780 2/15/2019 Ultra Resources Inc UPL 6.875 8.000 4/15/2022 Ultra Resources Inc UPL 7.125 7.986 4/15/2025 Ultra Resources Inc UPL 6.875 9.975 4/15/2022 Ultra Resources Inc UPL 7.125 7.986 4/15/2025 Windstream Services LLC / Windstream Finance Corp WIN 7.500 26.344 6/1/2022 Windstream Services LLC / Windstream Finance Corp WIN 6.375 25.625 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 6.375 28.563 8/1/2023 Windstream Services LLC / Windstream Finance Corp WIN 8.750 26.137 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 8.750 29.500 12/15/2024 Windstream Services LLC / Windstream Finance Corp WIN 7.750 21.483 10/15/2020 Windstream Services LLC / Windstream Finance Corp WIN 7.750 21.549 10/1/2021 rue21 inc RUE 9.000 1.428 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2019. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***