/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190904.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 4, 2019, Vol. 23, No. 246 Headlines 1706 A STREET: Case Summary & 3 Unsecured Creditors 1730 INDPENDENCE: Case Summary & 5 Unsecured Creditors 705 INC: U.S. Trustee Forms 3-Member Committee AIMBRIDGE ACQUISITION: S&P Puts 'B' ICR on CreditWatch Negative ALVOGEN PHARMA: S&P Lowers ICR to 'B-; Outlook Negative AMERICAN ROCK: S&P Alters Outlook to Positive on Improved Leverage ANTERO MIDSTREAM: Fitch Lowers LT IDR to BB+, Outlook Stable APPLE LAND: U.S. Trustee Unable to Appoint Committee BASS PRO: S&P Alters Outlook to Stable, Affirms 'B+' ICR BEACON ROOFING: S&P Lowers ICR to 'B+', Outlook Stable BEATRICE REALTY: Court Approves Cash Access Until Mid-October BLUE RIBBON: S&P Cuts ICR to B- on Weak Operating Performance BURKHALTER RIGGING: Exclusive Filing Period Extended Until Sept. 20 C&M PLASTICS: U.S. Trustee Unable to Appoint Committee C. LEWIS ENTERPRISES: Court Conditionally Approves Plan Disclosures CCS MEDICAL: Court Authorizes Utility Service Payments CHICAGO BOARD OF EDUCATION: S&P Raises GO Bond Rating to 'BB-' CITGO HOLDING: S&P Affirms 'B-' Long-Term ICR COASTLINE ELECTRICAL: Gets Final Approval on Cash Collateral Use COMPREHENSIVE CANCER: May Pay Utility and Admin. Expenses CYTODYN INC: Raises $2.3 Million in Direct Common Stock Offering DAYTON PORT AUTHORITY: S&P Cuts 2016A Revenue Bond Rating to 'B+' DK ENTERPRISES: Seeks Authority to Use Ameris Bank Cash Collateral EP ENERGY: Elects Not to Make $7 Million Notes Interest Payment FCH MCKINNEY: Get Court OK to Use Cash Collateral Starting Sept. 1 FCH MCKINNEY: Reclassifies Fireside Claim to Admin. Expense Claim FILTRATION SERVICES: Court Ok’s Cash Use of Up to $1.4M Thru Oct. 1 FIORES MOTORS: Unsecured Creditors to Get $400K Under Plan FORESIGHT ENERGY: S&P Affirms 'CCC+' ICR; Outlook Negative FORUM ENERGY: S&P Cuts ICR to B- on Challenging Market Conditions FRESH FANATIC: Oct. 4 Hearing on Disclosure Statement GLEASON'S GYMNASTIC: U.S. Trustee Unable to Appoint Committee GLENN DALE GOLF CLUB: Closing for Good After 61 Years GLOBAL HEALTHCARE: Buys $694,608 Commercial Note from F&M Bank GLOBAL LEADERSHIP ACADEMY: S&P Cuts 2010 Rev. Bond Rating to BB- GLOBAL MINISTRIES: S&P Cuts Rating on Ala. Housing's Bonds to 'B-' GOLDEN JUBILEE: May Use Cedartree Holdings’ Cash, Pay Expenses GOLDEN TOUCH: Oct 8 Hearing on Disclosure Statement GS HOSPITALITY: Voluntary Chapter 11 Case Summary GTC WORKS: Seeks Approval of Cash Collateral Motion HILCORP ENERGY: S&P Puts 'BB+' ICR on CreditWatch Negative HORIZON GLOBAL: Harry Wilson Has 4.6% Stake as of August 20 HORIZON GLOBAL: Will Sell its Asia-Pacific Business Unit for A$340M IMAGINE GROUP: S&P Lowers ICR to 'CCC+'; Outlook Negative INNOPHOS INC: S&P Lowers ICR to 'BB' on Weak Operating Performance J&M MUSA PROPERTIES: Court OKs Cash Use on Final Basis J.C. PENNEY: S&P Lowers ICR to 'CCC'; Outlook Negative JPM REALTY: Oct. 17 Hearing on Disclosure Statement KW1 LLC: Court OKs Cash Use Stipulation with Secured Creditors LECLAIRRYAN PLLC: Atty. Defections Lead to Chapter 11 Wind Down LECLAIRRYAN PLLC: Lori Thompson, Now With Spilman, Leads Wind Down LIT'L PATCH OF HEAVEN: Seeks Authority to Use Cash Collateral LITTLE MINDS: Case Summary & 3 Unsecured Creditors LIVE WELL: Former CEO Charged in $140MM Bond Fraud Scheme LOGISTICS BUDDY: Seeks Court Nod to Obtain $1.2M Loan under APA MC LOGGING: U.S. Trustee Unable to Appoint Committee MEDCOAST MEDSERVICE: Seeks Cash Use to Sustain Business MIDLAND COGENERATION: S&P Cuts Rating on Sr. Secured Notes to BB+ MONITRONICS INT'L: Emerges from Chapter 11, Merges With Ascent MONITRONICS INTERNATIONAL: S&P Hikes ICR to 'B-'; Outlook Negative MONTESQUIEU INC: Sept. 25 Plan Confirmation Hearing MONTREIGN OPERATING: S&P Alters Outlook to Dev., Affirms 'CCC' ICR MOUNT JOY BAPTIST: Has Authority on Interim Cash Collateral Use MURRAY ENERGY: S&P Lowers ICR to 'CCC' on Deteriorating Liquidity NEOVASC INC: Reducer Included in ESC Practice Guidelines NINE ENERGY: S&P Lowers ICR to 'B-' on Weaker Sector Conditions NOAH OPERATIONS: Parsons Behle & Latimer Represents TIC Owners NORTHPOINTE GROUP: U.S. Trustee Unable to Appoint Committee NOVABAY PHARMACEUTICALS: Armistice Has 6.9% Stake as of Aug. 9 NOVABAY PHARMACEUTICALS: Creates New Class of Preferred Stock NOVABAY PHARMACEUTICALS: Empery Reports 8.4% Stake as of Aug. 9 ODES INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors OHIO VALLEY ELECTRIC: S&P Lowers Revenue Bond Rating to 'BB+' OPTIV INC: S&P Cuts ICR to CCC+ on Weakening Credit Metrics ORIGIN AGRITECH: Regains Compliance with NASDAQ Listing Rules PALM FROND: U.S. Trustee Unable to Appoint Committee PANGEA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors PATRICE M. TORRENCE: Clinic OK'd to Use Cash Through Sept. 17 PATRIOT PEST: Files New Plan, Disclosure Statement PAYLESS HOLDINGS: Wins Support of Term Loan Lenders, Axar PES HOLDINGS: Founder Rinaldi, SG Preston Interested in Refinery PES HOLDINGS: Union OKs Caretaker Staff for Idled Refinery PRAIRIE ECI: S&P Puts 'B+' ICR on Watch Dev. on Take-Private Move PRESBYTERIAN RETIREMENT: Fitch Rates 2019A/B/C Bonds 'BB' PROHEALTH RURAL: U.S. Trustee Unable to Appoint Committee PROJECT BOOST: S&P Affirms 'B-' ICR on J.D. Power Acquisition PSK PROPERTIES: Case Summary & 5 Unsecured Creditors PVB ENTERPRISES: Wins Approval to Use Cash Collateral RANGE PARENT: S&P Alters Outlook to Negative, Affirms 'B' ICR SAMSON OIL: Files its ASX Quarterly Report SHOE SHIELDS: Joyce W. Lindauer Law Represents Four Parties SNEED SHIPBUILDING: Oct. 2 Hearing on Disclosure Statement STEARNS HOLDINGS: CSG Represents Hartford Fire & Ohio Casualty TALCOTT RESOLUTION: S&P Affirms 'BB' Long-Term ICR; Outlook Stable TOSHIBA CORP: Completes Sale of LNG Business in U.S. to Total TRUCKING AND CONTRACTING: May Use Cash Collateral Until Dec. 31 TWIN PEAKS: S&P Alters Outlook to Neg., Affirms 'BB+' Debt Rating TWIN PINES: Wants to Use Cash Thru Nov. 30 to Continue Business ULTA PETROLEUM: All Nine Proposals Approved at Annual Meeting ULTRA PETROLEUM: Common Stock Delisted From Nasdaq VALADOR INC: Asks Permission to Use Cash Collateral Thru to Dec. 31 VIP CINEMA: S&P Lowers ICR to 'CCC-' on Forbearance Agreement WHITE STAR: Pray Walker Represents 2 Suppliers WILLOWOOD USA: Court Approves Amended Disclosure Statement ********* 1706 A STREET: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: 1706 A Street, LLC 157 Fleet Street, PH 14 Oxon Hill, MD 20745 Business Description: 1706 A Street, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns a property located at 1706 A Street, SE, Washington, D.C. 20003, valued by the Company at $1.25 million. Chapter 11 Petition Date: September 2, 2019 Court: United States Bankruptcy Court District of Columbia (Washington, D.C.) Case No.: 19-00585 Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane, Suite 630 Greenbelt, MD 20770 Tel: (202) 525-2958 Fax: (301) 388-7473 E-mail: wjohnson@dcmdconsumerlaw.com wcjjatty@yahoo.com Debtor's Realtor: EBONEESE THOMPSON Total Assets: $1,250,000 Total Liabilities: $943,840 The petition was signed by John Purcell, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/dcb19-00585.pdf 1730 INDPENDENCE: Case Summary & 5 Unsecured Creditors ------------------------------------------------------ Debtor: 1730 Indpendence, LLC 157 Fleet Street, PH 14 Oxon Hill, MD 20745 Business Description: 1730 Indpendence LLC is the fee simple owner of a property located at 1739 Independence Avenue, SE Washington, DC 20003 having an appraised value of $785,000. The Company also owns a single family home in Washington, D.C., being converted into two condominiums having an appraised value of $1.2 million. Chapter 11 Petition Date: September 2, 2019 Court: United States Bankruptcy Court District of Columbia (Washington, D.C.) Case No.: 19-00586 Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane, Suite 630 Greenbelt, MD 20770 Tel: (202) 525-2958 Fax: (301) 388-7473 E-mail: wjohnson@dcmdconsumerlaw.com wcjjatty@yahoo.com Total Assets: $1,985,000 Total Liabilities: $1,757,359 The petition was signed by John Purcell, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/dcb19-00586.pdf 705 INC: U.S. Trustee Forms 3-Member Committee ---------------------------------------------- David Asbach, acting U.S. trustee for Region 5, on Aug. 28 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of 705, Inc. The committee members are: (1) Campus Federal Credit Union Attn: Jeff Stevens Phone: (225) 408-4861 (2) SEC Investment Properties Attn: Randy Gomez Phone: (225) 933-9000 Email: randy.gomez@gmail.com (3) Sarah Grace Brooks Phone: (225) 924-2421 Fax: (225) 924-2420 Email: sgrace@louisianafire.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About 705 Inc. 705, Inc., which conducts business under the name Bogie's, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 19-10784) on July 7, 2019. At the time of the filing, 705, Inc. had estimated assets of less than $1 million and liabilities of less than $500,000. The case has been assigned to Judge Douglas D. Dodd. 705, Inc. is represented by Richmond Law Firm, LLC. AIMBRIDGE ACQUISITION: S&P Puts 'B' ICR on CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings placed the ratings on Aimbridge Acquisition Co. Inc. (Aimbridge), including the 'B' issuer credit rating, on CreditWatch with negative implications. The rating action follows the company's entry into a definitive agreement to merge with Interstate Hotels & Resorts, which S&P expects will create a company with significantly larger scale. However, the transaction's terms were not disclosed and S&P believes it could be leveraging based on Aimbridge's history of debt-financed acquisitions. The CreditWatch placements reflect uncertainty about Aimbridge's pro forma capital structure and the possibility that the company could have meaningfully higher adjusted leverage than S&P's current forecast. The transaction's terms have not been disclosed, but Aimbridge's history of debt-financed acquisitions is a key risk factor. S&P's current forecast, which excludes any impact of the proposed merger, anticipates adjusted debt to EBITDA in the 7x area in 2019 and high-6x in 2020. Therefore, any potential incremental leverage could result in leverage sustained above the rating agency's 7x downgrade threshold on the company at the current 'B' rating. Higher leverage would magnify financial risk if the transaction occurs just before or concurrent with a downturn in the lodging cycle. Aimbridge's financial results in first-quarter 2019 indicate good revenue growth and some margin expansion. However, potential revenue per available room (RevPAR) moderation and macroeconomic uncertainty in future quarters are key risk factors. While it currently does not forecast a downturn, S&P believes RevPAR growth is moderating as of the first half of 2019 based on its surveillance of rated lodging companies and according to data from STR Inc. (formerly Smith Travel Research). "We plan to resolve the CreditWatch placements over the near-term once we can fully assess details of the proposed transaction, including the impact on leverage, liquidity, and business profile. Our assessment would likely include an analysis of a potential downturn in the lodging industry and the potential impact on Aimbridge's credit measures," S&P said, adding that it could lower the issuer credit and issue-level ratings if its forecast for adjusted leverage pro forma for the transaction is sustained above the 7x downgrade threshold at the current 'B' rating. ALVOGEN PHARMA: S&P Lowers ICR to 'B-; Outlook Negative ------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Pine Brook, N.J.-based generic pharmaceutical company Alvogen Pharma US Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'B-'. S&P's downgrade of Alvogen follows a significant degradation in operating performance over the first half of 2019. While S&P had previously expected some temporary credit metric weakness as Alvogen ceased selling Oseltamivir (a treatment for the flu) to commercial markets, the rating agency had previously expected that new product launches would replace lost sales during 2019, resulting in leverage below 5.0x. However, Alvogen's launches of two key products, Buprenorphine/Naloxone and Methylphenidate, were delayed from the fourth quarter of 2018 to late first quarter 2019, and Methylphenidate faced unexpected intense competition. As a result, S&P lowered its 2019 projections for both products, contributing to adjusted leverage of 24.8x as of June 30, 2019, which the rating agency expects to reduce moderately to 12.6x at year end as sales expand. Free cash flow has also been severely constrained, with required investment in recent and near-term product launches resulting in a deficit of over $200 million for the 12 months ended June 30, 2019. Alvogen has funded this deficit with further draws on its asset-based revolver and capital contributions from its parent company, Alvogen Lux Holdings S.a.r.l. The negative outlook on Alvogen reflects S&P's expectation for elevated leverage above 10x in 2019 and above 6x in 2020 and a significant free operating cash flow deficit over the next 12 months, despite revenue contribution from recent and near-term product launches. It also reflects the rating agency's expectation for leverage maintained above 5.0x at parent company, Alvogen Lux Holdings S.a.r.l. "We could consider a downgrade if Alvogen's new product launches do not proceed as planned, resulting in reduced revenue growth and fixed charge shortfalls. This would require substantial contributions from the parent and could lead us to view the capital structure as unsustainable," S&P said. "We could revise the outlook to stable if Alvogen's new product sales expand as planned, resulting in leverage close to 6.0x and positive free cash flow generation through the end of 2020," the rating agency said. AMERICAN ROCK: S&P Alters Outlook to Positive on Improved Leverage ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on Mount Morris, N.Y.-based salt producer American Rock Salt Co. LLC and revised its outlook to positive from stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's $410 million term loan ($398 million outstanding) with a '3' recovery rating. The positive outlook reflects American Rock Salt's improved leverage with trailing-12-months adjusted debt to EBITDA of 3.6x, compared to S&P's previous expectations of above 5x. The improvement is due to steady low customer inventories after higher than average snowfall the prior winter as well as favorable bidding and pricing, which resulted in higher than average selling prices. In addition, American Rock Salt used excess cash to pay down about $25 million of debt over the prior nine months, and management has indicated that distributions will not be debt-financed. As a result, S&P now expects the company to maintain leverage below 5x. "The positive outlook reflects our view that leverage will be sustained below 4x over the next 12 months, with expected adjusted debt to EBITDA of 3.5x-4x for 2019. Our forecast assumes normalized weather conditions for the next 12 months, therefore revenue and EBITDA generation will remain in line with long-term historical averages," S&P said. The rating agency also estimates EBITDA margins remaining above average compared to upstream metal and mining companies it rates in the next 12 months. "We could raise our rating on American Rock Salt if it sustains leverage below 4x, with above average EBITDA margins (greater than 25%) over the next 12 months, and reduces adjusted debt below $400 million. Under these conditions, we believe that leverage would remain below 5x even in the case of a warm winter season," S&P said. "We could revise our outlook back to stable if we expect leverage sustained above 4x, which could occur due to a milder than expected winter, a change in demand fundamentals that weakens pricing, or if management adopts a more aggressive financial policy than we anticipate, such as debt-financed dividends," the rating agency said. ANTERO MIDSTREAM: Fitch Lowers LT IDR to BB+, Outlook Stable ------------------------------------------------------------ Fitch Ratings has downgraded Antero Midstream Partners, LP's (AM) Long-Term Issuer Default Rating and senior unsecured ratings to 'BB+' from 'BBB-' and assigned a 'RR4' Recovery Rating to AM's senior unsecured notes. Additionally, Fitch has affirmed AM's senior secured revolving credit facility at 'BBB-' and assigned a 'RR1' Recovery Rating to that facility. The Rating Outlook is Stable. The downgrade to AM reflects a negative rating action at AM's sponsor and primary counterparty, Antero Resources Corporation (AR). AR's Long-Term IDR was downgraded to 'BB+' reflective of the sharp recent decline in natural gas liquids (NGL) and natural gas prices, which are expected to materially weaken AR's forecast leverage metrics; AR's reduced gas hedge book; higher refinancing risks which coincide with a step-down in the company's hedge coverage; and near-term negative FCF, driven by AR's decision to increase near-term production to fill up unused firm pipeline transportation commitments. AM derives substantially all of its revenues from AR (almost 100% for FYE 2018 and year-to-date 2019). The ratings also reflect the low leverage and conservative financial profile of the partnership supported by fee-based and fixed-priced contracts that limit commodity price exposure and provide some volume protection in the form of minimum volume commitments. On a standalone basis, AM's financial profile meets minimum size and scale thresholds that Fitch believes are important for an investment-grade rating within the midstream space, but counterparty concentration and its single-basin gathering and processing focus are of greater concern. AM's single-basin/single-customer focus indicates possible outsized event risk should there be an operating, production or financial issue at AR. KEY RATING DRIVERS Long-Term Contracts; Consistent Cash flow: AM's operations are supported by long-term contracts with AR. AM has committed to long-term fixed-fee agreements to provide gathering and compression services and water services to AR through 2034 and 2035, respectively. AM will provide AR these services at fixed fees, limiting AM's commodity price sensitivity. AR has provided AM with minimum volume commitments for some of these services, which provides AM some downside protection. AR has also dedicated all of its current and future acreage in West Virginia, Ohio and Pennsylvania to AM with an option to gather, compress and provide water service to any future acreage acquired by AR. AR has agreed to provide AM the right of first offer (ROFO) for any gas processing or NGL fractionation, transportation or marketing services needed by AR. AR has provided a similar ROFO for freshwater delivery services. AM also currently provides processing and fractionation services under fixed-fee agreements to AR through its 50/50 joint venture (JV) with MPLX LP (BBB-/Stable). The ROFO for processing and fractionation is for acreage outside that dedicated to the current processing and fractionation JV. AM's fixed-fee contracts along with Fitch's expectations for strong production growth at AR and in the Marcellus will result in strong, consistent cash flow and earnings growth for AM over the next several years. AR Rating Linkage: AM's ratings reflect linkage to AR's ratings given the strong strategic and operational ties between the entities and AR's position as the primary counterparty to AM. AM derives substantially all (greater than 95%) of its revenues from AR, and is expected to continue to do so over Fitch's forecast horizon. AR has dedicated the rights for gathering and compression, and water delivery and handling services to AM on a long-term, fixed-fee basis with significant minimum volume commitments. Fitch believes AM's major business risk is operational or financial distress at AR, and the equalization of IDRs reflects this. Low Leverage; Strong Coverage: AM has historically maintained low leverage and strong interest and distribution coverage relative to midstream peers. Leverage in 2019 is expected to tick up to 3.2x-3.5x. Distribution coverage is expected by Fitch at or above 1.1x through 2021 assuming moderating annual distribution growth. Leverage between 3.0x and 3.5x and distribution coverage above 1.1x is relatively strong compared with other 'BB+' and 'BBB-' rated gathering and processing peers. Median leverage across a select portfolio of Fitch's gathering and processing coverage for 2018 was roughly 4.5x. Fitch believes lower leverage is critical to AM's credit profile due to the company's limited counterparty and geographic diversity. Limited Geographic Diversity/Customer Concentration: AM's business line and geographic diversity are limited with a strong focus on AR's production in the Marcellus. Fitch expects AR's volumes to increase over the next several years, which will directly benefit AM and help it maintain relatively strong credit metrics. Nevertheless, Fitch typically views single-basin, single-counterparty midstream service providers like AM as having exposure to outsized event risk, which could be triggered by an operating issue at AR or any production difficulties in the Marcellus region. "Simplification" Provides Modest Benefit: In March 2019, the owner of AM's general partner Antero Midstream GP LP (AMGP) and sponsor AR completed simplification of its midstream structure and conversion to a C-corp structure for the combined partnerships. Under the terms of the simplification agreement, AMGP has acquired 100% of AM for a combination of units and cash and converted to a corporate structure with a majority of its Board of Directors being independent directors. AR now owns 31% of the new AM. Fitch's ratings for AM consider the transaction's modest financial benefits as the simplification has done away with the AM's incentive distribution rights, which has inflated its cost of equity capital. Additionally, the transaction opens the partnership to more institutional investor for its equity as a C-corp. Fitch also expects AR to remain AM's main customer and primary provider of revenue and cash flow. DERIVATION SUMMARY AM's ratings reflect its strong strategic and operating ties to its owner and main counterparty AR. AR controls the activities that most significantly impact AM's economic performance, and Fitch expects AR to provide the majority of AM's revenues and EBITDA, thereby remaining the primary driver behind AM's ability to service its obligations. AM exhibits low leverage compared with its midstream services Appalachian basin operating peer EQM Midstream Partners, LP (EQM; BBB-/Negative), which is an MLP with gathering and processing operations in the Appalachian basin. Fitch expects AM to run leverage at or below 3.5x on a sustained basis, better than most of its gathering and processing peers. AM's leverage (total debt/adjusted EBITDA) for the trailing four quarters ended March 31, 2019 was above 3.0x. EQM's leverage for that same period was above 3.5x. With regard to leverage, AM is also well positioned relative to peers EnLink Midstream, LLC (ENLC; BBB-/Negative) and Western Gas Partners, LP (WES; BBB-/Rating Watch Evolving), which had trailing four quarters leverage of above 4.4x and 5.0x, respectively, at March 31, 2019. Size, scale and asset/business line diversity is more limited at AM relative to its peers, WES, ENLC and EQM. WES and ENLC operate in multiple basins, and EQM has lower business risk gas-transportation assets in its portfolio. AM has a single counterparty, AR, making up the vast majority of its revenues and earnings and linking its credit quality very closely to that of its main counterparty and owner. EQM, ENLC and WES all have material, concentrated counterparty exposure to their producer sponsors, but in lesser amounts than AM. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Volumes consistent with Fitch's AR base case forecasts; - Capital spending of $2.0 billion for 2019-2022 on a cumulative basis, consistent with management guidance; - Distribution growth consistent with management guidance for 2019, modest distribution growth 2020-2022. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action Fitch does not view positive rating action as likely in the near term, but a positive rating action at AR could lead to a positive rating action at AM provided AM were to operate at leverage and coverage levels consistent with a higher rating. If AR were to be upgraded and AM were to manage leverage to below 3.5x on a sustained basis, Fitch would likely take a positive rating action on AM. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A negative rating action at AR; -- Leverage (debt/adjusted EBITDA) at or above 4.5x on a sustained basis, absent any change to basin or customer diversity. Distribution coverage below 1.1x on a sustained basis; -- Material change to contractual arrangements or operating practices with AR that negatively affects AM's cash flow or earnings profile; -- Increased revenue or cash flow exposure to third parties that does not increase or improve geographic diversity, counterparty credit profile exposure and/or cash flow stability or revenue profile. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: AM's liquidity is adequate, supported by relative high distribution coverage and strong availability under its $2.0 billion senior secured revolver. As of June 30, 2019, AM had approximately $2 million cash and $1,400 million undrawn on its revolver, with no letters of credit outstanding. In addition, AM has issued 5.375% senior notes of $650 million (due 2024) and 5.75% senior notes of $650 million (due 2027 and due 2028), which help boost its liquidity. AM's capital needs are expected to be focused on growth spending, with management guiding to $2 billion in growth spending backlog 2019 through 2022. In the third quarter of 2018, AM amended its revolver to increase the borrowing capacity to $2.0 billion from $1.5 billion. Maturities are limited with none scheduled until October 2022, when the revolver matures. Fitch expects AM to access debt capital markets to term out revolver borrowings periodically over the next several years in order to maintain adequate liquidity. The revolver is ratably secured by mortgages on substantially all of AM's properties, including the properties of its subsidiaries, and guarantees from its subsidiaries. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS AM's default risk profile is significantly influenced by its affiliate company Antero Resources, which is its primary customer/counterparty. APPLE LAND: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Apple Land Sports Supply, Inc. as of Aug. 27, according to a court docket. About Apple Land Sports Supply Apple Land Sports Supply Inc., a wholesaler of sporting goods, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 19-12609) on Aug. 1, 2019. At the time of the filing, Apple Land Sports Supply disclosed assets of between $1 million and $10 million and liabilities of the same range. The case has been assigned to Judge Catherine J. Furay. Apple Land Sports Supply is represented by Pittman & Pittman Law Offices, LLC. BASS PRO: S&P Alters Outlook to Stable, Affirms 'B+' ICR -------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based sporting goods and outdoor recreation retailer Bass Pro Group LLC to stable from positive, and affirmed all ratings, including the 'B+' issuer credit rating. The outlook revision reflects S&P's revised projections for leverage remaining in the low- to mid-5x range over the next 12 months as compared to its previous forecast for leverage in the low-5.0x to high-4x range. The rating agency's lower projections are based, in part, on worse than expected results in the first half of 2019 and more muted sales growth and dollar margins. Weak firearm sales and expected slower economic growth over the next 12 to 18 months with increasing risks of a downturn (S&P's U.S. economist now pegs the odds of recession over the next year at 30%-35%) are incorporated in the rating agency's view. Despite S&P's lower growth projections, S&P still views Bass Pro as a well-positioned destination retailer and sees growth in EBITDA and debt repayment leading to modestly lower leverage. The stable outlook reflects S&P's expectation for an increase in sales and EBITDA over the next 12 months, as the company executes on its Cabela's integration plan and merchandising harmonizing along with the roll-off of acquisitions expenses, resulting in adjusted leverage in the mid-5x area by year-end 2019 and the low-5x area in 2020. "We could lower our rating if Bass Pro's competitive standing weakens and performance declines meaningfully below our expectations. This scenario could occur because of increased competition from big-box and online retailers, poor merchandising execution, and lower performance from the club card business," the rating agency said. S&P said credit metrics could also underperform its forecast if the company adopts a more aggressive financial policy, resulting in a higher outstanding debt balance than the rating agency currently assumes, likely with leverage of 6x or higher. "We could raise our ratings if we expect adjusted leverage to approach the mid-4x area on a sustained basis," S&P said. "This scenario could occur in the event of a low- to mid-single-digit comparable-sales increase and EBITDA margin expansion of about 150 basis points (bps) or more compared to our expectations, likely a result of growth of highly profitable credit card sales and better retail execution in combination with moderate debt repayment in the coming 12 months." BEACON ROOFING: S&P Lowers ICR to 'B+', Outlook Stable ------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on Beacon Roofing Supply Inc. to 'B+' and the issue-level rating on the company's $970 million senior secured term loan and $1.6 billion of senior unsecured notes to 'BB' and 'B', respectively. The recovery ratings are unchanged. The 'B+' rating reflects Beacon's sustained elevated leverage that S&P predicts will remain above 6x by the end of the 2019 fiscal year. S&P said, "We view Beacon's leverage as high at 7.1x, despite a favorable capital structure with modest amortization and low capital spending requirements, noting the company's working capital is near a peak in the fiscal third quarter. Our calculation of debt leverage treats Beacon's $400 million of perpetual convertible preferred equity as debt given that Beacon has the ability to redeem this security within five years. This treatment adds approximately 0.75x to debt leverage. However, we recognize that this instrument provides incremental financial flexibility and has several qualities favorable to debtholders -- such as the ability to pay in kind, lack of cross-default provisions, lack of a stated maturity, and a lack of covenants. We do not expect the company to redeem the preferred shares in the next 24 months due to the high premium that would be paid. "Our ratings on Beacon also take into account the company's substantial free cash flow generation, expected to be over $430 million in 2019. Additionally, the company's EBITDA interest coverage as of the quarter ended June 30, 2019, was 2.7x, on the stronger end for the rating. However, despite the strong cash flows, the company has not been able to reduce debt leverage, nor has it achieved the previously anticipated margin improvement stemming from the Allied acquisition." "The stable outlook reflects our view that Beacon will improve leverage metrics but that levels will remain above 5x over the next 12 months; we believe more substantial deleveraging will take place in fiscal 2020. That said, the company's deleveraging could be affected by unpredictable storm volume and cyclical end market demand." "We could lower the rating on Beacon if margins contract or sales volume declines, resulting in adjusted leverage remaining near 7x by the end of fiscal 2020, which is high for the current rating. This could occur due to cost inflation outpacing price increases, unfavorable weather, mix, or reduced repair and remodel spending." "We could raise the rating on Beacon in the next 12 months if adjusted debt to EBITDA were to improve well below 5x and into the 4x area. Significantly more favorable storm mix, higher replacement demand, or realization of higher margins due to achievement of synergies could lead to deleveraging." BEATRICE REALTY: Court Approves Cash Access Until Mid-October ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts granted the motion filed by Beatrice Realty Group, LLC, to use cash collateral in the ordinary course of its business. The Court rules that, as adequate protection to secured creditors, the Debtor will provide replacement liens to (i) Citizens Bank, N.A., and (ii) Steven Ablitt and Bay State Homes Corporation in all property of the kind securing the creditors' interest in the Debtor. A hearing to consider the Debtor's continued use of cash collateral is set for October 16, 2019 at 11 a.m. About Beatrice Realty Group Beatrice Realty Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-12552) on July 29, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Law Office of Joseph G. Butler is the Debtor's counsel. BLUE RIBBON: S&P Cuts ICR to B- on Weak Operating Performance ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. beer marketer Blue Ribbon Intermediate Holdings LLC's (Blue Ribbon) and its issue-level rating on its first-lien credit facilities -- including its $495 million term loan maturing in 2021 ($452 million outstanding) and $36 million revolving credit facility maturing in May 2020 -- to 'B-' from 'B'. S&P said, "The downgrade reflects our view that Blue Ribbon's leverage will remain elevated due to its weaker-than-expected cash flow generation, which we no longer expect it to use for debt repayment. Blue Ribbon's leverage remained high in the 7x-8x range over the past several quarters, which compares with our previous expectation for rapid deleveraging, because of lower-than-expected EBITDA growth. Moreover, the company's free operating cash flow (FOCF) generation has been well below our expectations in 2019 and we believe it will be difficult for the company to materially strengthen its cash flows over the next 12 months. Therefore, we expect Blue Ribbon to have limited debt repayment capacity and anticipate that it will sustain leverage in the 7.5x area over the next 12 months. We now forecast that the company will generate FOCF in the $10 million-$20 million range in fiscal year 2019 because of its lower-than-expected profitability and softer-than-anticipated volumes." The negative outlook on Blue Ribbon reflects the risk that the company's weak operating performance will persist and hurt its cash flow generation and liquidity, hindering its efforts to refinance its upcoming debt maturity. S&P said, "We could lower our ratings on Blue Ribbon if we come to view its capital structure as unsustainable over the long-term as evidenced by continued elevated leverage, a declining covenant cushion, or minimal to negative free cash flow generation. This could occur if the company is unable to stabilize the decline in its volumes and its operating cost savings are insufficient to offset input cost inflation, causing its EBITDA margins to contract by 100 basis points (bps)." "We could revise our outlook on Blue Ribbon to stable if it stabilizes its EBITDA growth, generates positive momentum toward consistently improving its annual free cash flow generation (which it can use to repay its debt), and maintains a double-digit cushion under its covenants in our forecast. This could occur if the company expands its revenue by the low-single digit percent area by stabilizing its volume declines and implementing price increases while continuing to implement further cost savings. We would also expect Blue Ribbon to extend the maturity of its revolver to well beyond May 2021 on generally satisfactory terms before we would revise our outlook to stable." BURKHALTER RIGGING: Exclusive Filing Period Extended Until Sept. 20 ------------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas extended the period during which Burkhalter Rigging, Inc. and its affiliates have the exclusive right to file a Chapter 11 plan through Sept. 20, and to solicit acceptances for the plan through Nov. 22. About Burkhalter Rigging Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and Burkhalter Specialized Transport, LLC, each filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-30495) on Jan. 31, 2019. In the petition signed by Brooke Burkhalter, president, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Marvin Isgur. Marcus Alan Helt, Esq., at Foley & Lardner LLP, is the Debtor's counsel. Dacarba LLC is serving as chief restructuring officer. National Transaction Advisors, Inc., is financial advisor and investment banker. Henry Hobbs Jr., acting U.S. trustee, appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 19, 2019. The committee tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its legal counsel, and Stout Risius Ross, LLC as its financial advisor. C&M PLASTICS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ No official committee of unsecured creditors has been appointed in the Chapter 11 case of C&M Plastics, LLC as of Aug. 27, according to a court docket. About C&M Plastics, LLC C&M Plastics -- http://www.cm-plastics.com-- is an (EBM) Extrusion Blow molding company with over 25 years of experience in manufacturing and packaging for the nutraceutical, pharmaceutical, food, beverage, and cosmetic industries. C&M Plastics offers a wide range of services such as custom EMB molds, bottle design, custom packaging and filling, manufacturing, inventory management and stocking programs. The Company is headquartered in Phoenix, Arizona. C&M Plastics filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-01871), on Feb. 21, 2019. The petition was signed by Sandra Craven, manager/member. The case is assigned to Judge Madeleine C. Wanslee. The Debtor is represented by Patrick F. Keery, Esq., at Keery McCue, PLLC. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. C. LEWIS ENTERPRISES: Court Conditionally Approves Plan Disclosures ------------------------------------------------------------------- The disclosure statement explaining the Amended Chapter 11 Plan of C. Lewis Enterprises, LLC, is conditionally approved. October 16, 2019 at 11:00 a.m. is fixed for the hearing on final approval of the disclosure statement, and for the hearing on confirmation of the plan and related matters at United States Courthouse 2nd Fl., Bankruptcy Courtroom, 222 N. John Q Hammons Parkway, Springfield, MO. October 10, 2019 at 11:00 AM by telephone is the date for status hearing to discuss any confirmation issues that should arise. October 3, 2019 is the deadline for filing with the court objections to the disclosure statement or plan confirmation. The Plan proposes to pay creditors of the Debtor from cash flow from operations and future income of the Debtor and/or its Member. The Plan provides for 2 classes of secured claims; 1 class of unsecured claims; and 1 classes of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 90 cents on the dollar. A full-text copy of the Amended Plan is available at https://tinyurl.com/y5f3tzuy from PacerMonitor.com at no charge. C. Lewis Enterprises, LLC, filed a Chapter 11 Petition (Bankr. W.D. Mo. Case No. 19-60287) on March 20, 2019, and is represented by James M. Poe, Esq. CCS MEDICAL: Court Authorizes Utility Service Payments ------------------------------------------------------ The U. S. Bankruptcy Court for the Western District of New York authorized CCS Medical, PLLC to use cash collateral and to pay: * $250.02 to Abbot Answering 581 LLC, for telephone answering services; * $189.39 to Erie County Water Authority, for water utility service; * $34.80 to Modern Disposal Service, for trash collection services; and * $175 to Intermedia.net for archiving of the Debtors' e-mail accounts. Secuerd creditors Bank of America, N.A., the United States, and all creditors holding liens on and claims against the cash collateral are granted roll-over or replacement liens to the extent of cash collateral actually used during the Debtor's Chapter 11 case. Judge Michael J. Kaplan ruled that the Secured Creditors are granted an administrative claim to the extent that the replacement liens fail to compensate for the cash collateral used. The Court will continue an interim hearing on the motion to September 4, 2019 at 10 a.m. About CCS Oncology Comprehensive Cancer Services Oncology, P.C., doing business as CCS Oncology, doing business as CCS Healthcare, along with its affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in assets and $10 million to $50 million in liabilities. CCS Oncology is a professional corporation operating a practice of medical and radiological oncology treatment, with offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS Medical PLLC is a provider of primary care and specialty medicine services currently operating at Orchard Park, Delaware Avenue, and Youngs. CCS Oncology is the sole member of CCS Medical. CCS Equipment is the owner of certain medical equipment used in the medical practices and CCS Oncology is its sole member. CCS Billing was intended to be developed into a separate billing entity for the medical practices, but was never funded or operational. CCS Billing has no assets and has had no activity other than showing a couple of minimal historical accounting entries. WSEJ is the owner of certain real property used by the medical practices. The Debtors are headquartered in Orchard Park, New York. Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel. Mark Schlant has been named the Chapter 11 trustee. Joseph J. Tomaino of Grassi Healthcare Advisors LLC has been appointed patient care ombudsman. CHICAGO BOARD OF EDUCATION: S&P Raises GO Bond Rating to 'BB-' -------------------------------------------------------------- S&P Global Ratings raised its rating to 'BB-' from 'B+' on the Chicago Board of Education's existing unlimited-tax general obligation (GO) bonds. At the same time, S&P assigned its 'BB-' rating to the board's series 2019A unlimited-tax GO refunding bonds (dedicated revenues) and series 2019B unlimited-tax GO refunding bonds (dedicated revenues). The outlook is positive. "The upgrade reflects the board returning to a positive fund balance in fiscal 2018 that we view as sustainable, fiscal 2019 estimates indicating an addition to reserves, and adopting a balanced budget for fiscal 2020, albeit with one-time revenues," said S&P Global Ratings credit analyst Blake Yocom, "as well as the state adopting a fiscal 2020 budget that includes the promised higher state aid revenue as a result of Illinois' new Evidence-Based Formula (EBF) that has allowed for continued improvement in liquidity." Other factors include the board's: -- Continued evidence that it has improved its cash and fund balance position; -- Reduced reliance on cash-flow borrowing and continued demonstration of market access with its most recent tax anticipation note issuance nearly 8x oversubscribed and significantly lower interest rates; and -- Ongoing benefit from notable wins in 2017 and 2018 from the state now picking up more of the employer pension contribution and the board's authority to extend a higher property tax levy to support the pension contribution. A higher rating is currently precluded due to pending contract negotiations with the Chicago Teachers' Union. Upon a successful settlement, a higher rating is possible. A successful settlement, in S&P's view, would neither create a budget gap nor disrupt the board's recent financial progress. In its view, any agreement that materially increases expenditures beyond anticipated revenue growth, is a credit negative. "In our view, other significant short- and long-term challenges remain. We see a variety of ongoing challenges -- notably increased operational spending despite enrollment declines, the affordability of capital spending in fiscal 2020 and beyond, special education spending pressures, and ongoing sexual harassment scandals and lawsuits," S&P said. Long-term pressures include the board's sizable debt burden (approximately $8.4 billion), pension liability ($13.4 billion and 45.2% funded), and a capital footprint that is not aligned with its enrollment. The board's financial position will remain heavily dependent on Illinois fully funding the EBF and on a timely basis. "The teachers' union contract expired June 30, 2019, and, in our view, increased overall labor cost spending is likely despite significant enrollment declines. The district's fiscal 2020 budget assumptions on labor costs —- and whether the board can successfully settle the negotiations within those constraints and still achieve another operating surplus -- will be critical," S&P said. "We note the district's declining enrollment, which should allow for constrained, or even reduced, expenditures with school building closures to save costs, but the board's expenditures have increased significantly with little progress on the political will to close school buildings." The board's unlimited-tax GO full faith and credit pledge secures the bonds. Series 2019A bonds are alternate revenue source bonds secured by intergovernmental agreement revenues and pledged personal property replacement taxes, and to the extent that such revenue is insufficient, by the board's unlimited-tax GO pledge. Series 2019B bonds are alternate revenue source bonds secured by pledged state aid revenues, and to the extent that such revenue is insufficient, by the board's unlimited-tax GO pledge. Series 2019A bond proceeds will be used to purchase from the owners thereof the board's outstanding series 2008A unlimited-tax GO refunding bonds. Series 2019B bond proceeds will be used to purchase from the owners thereof the board's outstanding series 2008B unlimited-tax GO refunding bonds. The series 2008A and B bonds were privately placed with Dexia. The variable-rate bonds will be tendered at a discount. "Despite the investor receiving less value than the promise of the original securities, we do not view this offer as a distressed exchange but rather purely opportunistic given the board's improving credit quality and the exchange was not initiated due to distress or inability to pay. The board will use approximately $20 million in savings for budgetary relief in fiscal 2020, minimal in our view," S&P said. CITGO HOLDING: S&P Affirms 'B-' Long-Term ICR --------------------------------------------- S&P Global Ratings affirmed its 'B-' long-term issuer credit ratings on CITGO Holding Inc. and core subsidiary CITGO Petroleum Corp. The 'B+' issue-level rating on CITGO Petroleum's senior secured debt and 'B' issue-level rating on CITGO Holding's outstanding senior secured debt is unchanged. The recovery rating on CITGO Petroleum's debt remains '1', which indicates the likelihood of very high (90%-100%; rounded estimate: 95%) recovery following a default. The recovery rating for CITGO Holding's debt remains '2', reflecting its expectation for substantial (70%-90%; rounded estimate: 80%) recovery. The stable outlook reflects S&P's view that the rating on CITGO will continue to be constrained by parent PDVSA Petroleo S.A., which remains in selective default on most of its obligations. S&P does not foresee a near-term change in this group status. Since the interim (Guaido) Venezuelan government appointed a new board of directors at CITGO, the rating agency does not believe the Maduro government could take any action that harms the company's operational capability. Operationally, S&P expects the refineries to continue to run at high utilization and manage leverage between 2x-3x. "While we consider it unlikely, we could lower the rating if a PDVSA bankruptcy proceeding were to include CITGO Holding, such that assets could be sold to cover PDVSA's debts," S&P said. "We could raise the rating, possibly by multiple notches, if CITGO is sold to a company with a stronger credit profile than PDVSA," the rating agency said. COASTLINE ELECTRICAL: Gets Final Approval on Cash Collateral Use ---------------------------------------------------------------- The Hon. Stephen C. St. John of the U.S. Bankruptcy Court for the Eastern District of Virginia has entered a final order authorizing Coastline Electrical Services, Inc. to use cash collateral through and including confirmation of a chapter 11 plan. The Debtor may use the cash collateral of secured creditors: Fora Financial Business Loans, LLC; and Kalamata Capital Group, pursuant to the budget. On the Petition Date, the total principal amount outstanding on the loan with Fox Capital Group, Inc. was approximately $195,165, pursuant to that certain Secured Merchant Agreement. After various discussions, Fox and the Debtor have reached an agreement whereby it will remit $1,500/month to Fox in exchange for the use of its cash collateral (and any other collateral) through the confirmation of a chapter 11 plan. The Debtor is authorized to receive, collect and make use of all cash collateral, subject to the Secured Parties' continuing priority liens and security interests, and subject to the terms and conditions of this Order. Each of the Secured Parties will be granted post-petition replacement liens against all of Debtor's assets and Cash Collateral acquired post-petition in the same priority as their respective security interest liens as of the Petition Date, and any proceeds thereof, but excluding any claims or recoveries arising under Chapter 5 of the Bankruptcy Code. Such postpetition replacement liens will not exceed the amount by which the Secured Parties each were secured on the Petition Date. Such post-petition replacement liens will be effective without further action or filings. About Coastline Electrical Services Coastline Electrical Services, Inc. is a full service commercial, industrial, and residential electrical contractor serving the Virginia, North Carolina, Washington D.C., Maryland, Delaware markets. The Company specializes in electrical, plumbing, and fire alarm installation. The Company filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 19-50269) on Feb. 28, 2019. In the petition signed by Eric G. DePiazzy, owner/officer, the Debtor disclosed $1,333,449 in assets and $3,916,510 in liabilities. The case is assigned to Judge Klinette Kindred. The Debtor tapped Roussos & Barnhart, PLC, as counsel. COMPREHENSIVE CANCER: May Pay Utility and Admin. Expenses --------------------------------------------------------- The U. S. Bankruptcy Court for the Western District of New York grants permission to Comprehensive Cancer Services Oncology, P.C., to use cash collateral to pay certain utility and administrative expenses. The Court authorizes the Debtor to pay (i) $250.02 to Abbot Answering 581 LLC, for telephone answering services; (ii) $189.39 to Erie County Water Authority, for water utility service; (iii) $34.80 to Modern Disposal Service, for trash collection services; and (iv) $175 to Intermedia.net for archiving of the Debtor’s email accounts. Bank of America, N.A., the United States and all creditors holding liens on and claims against the cash collateral are granted roll-over or replacement liens to the extent of cash collateral actually used during the Debtor's Chapter 11 case. The Secured Creditors are also granted an administrative claim to the extent that the replacement liens fail to compensate for the cash collateral used pursuant to this Order. An interim hearing on the cash collateral request is continued to September 4, 2019 at 10 a.m. About CCS Oncology Comprehensive Cancer Services Oncology, P.C., doing business as CCS Oncology, doing business as CCS Healthcare, along with its affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam Yi, president/CEO, CCS estimated at least $50,000 in assets and $10 million to $50 million in liabilities. CCS Oncology is a professional corporation operating a practice of medical and radiological oncology treatment, with offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS Medical PLLC is a provider of primary care and specialty medicine services currently operating at Orchard Park, Delaware Avenue, and Youngs. CCS Oncology is the sole member of CCS Medical. CCS Equipment is the owner of certain medical equipment used in the medical practices and CCS Oncology is its sole member. CCS Billing was intended to be developed into a separate billing entity for the medical practices, but was never funded or operational. CCS Billing has no assets and has had no activity other than showing a couple of minimal historical accounting entries. WSEJ is the owner of certain real property used by the medical practices. The Debtors are headquartered in Orchard Park, New York. Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel. Mark Schlant has been named the Chapter 11 trustee. Joseph J. Tomaino of Grassi Healthcare Advisors LLC has been appointed patient care ombudsman. CYTODYN INC: Raises $2.3 Million in Direct Common Stock Offering ---------------------------------------------------------------- CytoDyn Inc. entered into subscription agreements with certain investors on Aug. 29, 2019, for the sale by the Company of 5,639,500 shares of the Company's common stock, par value $0.001 per share, in a registered direct offering. The Investors in the Registered Direct Offering also received warrants to purchase 2,819,750 shares of Common Stock. Each share of Common Stock was sold together with one half of one Registered Direct Warrant to purchase one share of Common Stock for a combined purchase price of $0.40. The aggregate gross proceeds for the sale of the Common Shares and Registered Direct Warrants will be approximately $2.3 million. Subject to certain ownership limitations, the Registered Direct Warrants will be exercisable commencing on the issuance date at an exercise price equal to $0.45 per share of Common Stock, subject to adjustments as provided under the terms of the Registered Direct Warrants. The Registered Direct Warrants are exercisable for five years from the date of issuance. The net proceeds to the Company from the transactions, after deducting the fees and expenses of the Placement Agent (not including the Placement Agent Warrants), the Company's estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Registered Direct Warrants, are expected to be approximately $2.0 million. The Company intends to use the net proceeds from the transactions to fund clinical trials for its lead product candidate and for general corporate purposes. The securities sold in the Registered Direct Offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on Feb. 23, 2018 and subsequently declared effective on March 7, 2018, and the base prospectus dated as of March 7, 2018. The Company will file a prospectus supplement with the SEC in connection with the sale of the securities. Preferred Stock Offering On Aug. 29, 2019, concurrent with the closing of the Registered Direct Offering, the Company completed the final closing of its private placement of its Series C Convertible Preferred Stock, par value $0.001 per share, with an initial stated value of $1,000 per share. In this final closing, the Company sold to an accredited investor 1,754 shares of its Series C Preferred Stock together with warrants to purchase up to 2,631,000 shares of Common Stock for aggregate gross proceeds to the Company of approximately $1.8 million pursuant to a certain subscription agreement. The shares of Series C Preferred Stock are convertible into Common Stock at an initial conversion price of $0.50 per share and will carry dividends at an initial rate of 10% per annum, and have the other preferences, rights and limitations set forth in the certificate of designation for the Series C Preferred Stock. The Series C Warrants have an initial exercise price of $0.50 per share and a five-year term and are immediately exercisable. The Company has agreed to pay Paulson Investment Company, LLC, who is acting as placement agent in the Registered Direct Offering, a cash fee equal to 9% of the gross proceeds received from the sale of the Series C Preferred Stock and the Series C Warrants, or $157,860. The shares of Series C Preferred Stock and the Series C Warrants were offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D. The investor has represented that it is an accredited investor, as defined in Regulation D, and has acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement. In addition, between June 18, 2019 and Aug. 27, 2019, the Company received certain redemption notices from the holder of the Company's convertible note issued on June 26, 2018 requesting the redemption of an aggregate of $855,000 of the outstanding balance thereof. In satisfaction of the redemption notices, the Company issued 2,552,820 shares of Common Stock to the note holder in accordance with the terms of the convertible note. Following the redemption, the outstanding balance of the convertible note, including accrued but unpaid interest, was approximately $3.9 million. The Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and upon similar exemptions under applicable state laws, in connection with these redemptions. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com/-- is a clinical-stage biotechnology company focused on the clinical development and potential commercialization of humanized monoclonal antibodies to treat HIV infection. Its lead product candidate, PRO 140, belongs to a class of HIV therapies known as entry inhibitors that block HIV from entering into and infecting certain cells. The Company believes that monoclonal antibodies are a new emerging class of therapeutics for the treatment of HIV to address unmet medical needs in the area of HIV and other immunologic indications, such as Graft versus Host Disease and certain types of cancer. Cytodyn reported a net loss of $56.18 million for the year ended May 31, 2019, compared to a net loss of $50.14 million for the year ended May 31, 2018. As of May 31, 2019, the Company had $20.87 million in total assets, $29.78 million in total liabilities, and a total stockholders' deficit of $8.91 million. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2019, on the Company's consolidated financial statements for the year ended May 31, 2019, citing that the Company incurred a net loss of approximately $56,187,000 for the year ended May 31, 2019 and has an accumulated deficit of approximately $229,363,000 through May 31, 2019, which raises substantial doubt about its ability to continue as a going concern. DAYTON PORT AUTHORITY: S&P Cuts 2016A Revenue Bond Rating to 'B+' ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'B+' from 'BB' on Dayton Port Authority, Ohio's multifamily housing revenue bonds (AHA-McLin Housing Project), series 2016A, and placed the rating on CreditWatch with negative implications. Also, S&P Global Ratings placed its 'CCC' long-term rating on Port of Greater Cincinnati Development Authority, Ohio's multifamily housing revenue bonds (AHA-Colonial Village/Athens Gardens Project), series 2015A and 2015 A-T, on CreditWatch with negative implications. "The lowered rating reflects our revised assessments of these transactions based on their management, and specifically management's strategy, financial policies and practices, and performance, which we consider poor, due to the emergence of unexpected operations risks regularly affecting cash flow," said S&P Global Ratings credit analyst Jose Cruz. "The CreditWatch placement reflects the uncertainty on the transactions' financial performance due to the projects' highly vulnerable financial position," Mr. Cruz continued. "Because of this uncertainty, we are unable to verify the current net cash flow of the projects, which we use to calculate debt service coverage on rated bonds as part of our criteria." If the uncertainty is unresolved and S&P is unable to obtain current net cash flow of the projects within 90 days, the rating agency will likely suspend the affected ratings, preceded, in accordance with its policies, by any change to the ratings that it considers appropriate given available information. However, if S&P receives information that it considers sufficient and of satisfactory quality within the 90-day CreditWatch time frame, it will conduct a review and take appropriate rating action. DK ENTERPRISES: Seeks Authority to Use Ameris Bank Cash Collateral ------------------------------------------------------------------ DK Enterprises of GA, Inc., DK Enterprises of Cumming 141, LLC, and DK Enterprises of Roswell, LLC, seek authority from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral on an emergency basis. Sometime in May 2017, the Debtors acquired the assets of JL Enterprises of GA, LLC used in connection with the operations of the Atlanta Bread Company franchises. In connection with such acquisition, DK Enterprises executed a promissory note in favor of JL Enterprises in the aggregate principal amount of $871,613. In addition, DK Enterprises executed a Security Agreement pursuant to which JL Enterprises asserts a security interest in the assets of DK Enterprises. JL Enterprises is currently owed approximately $505,520. JL Enterprises and Stearns Bank National Association were parties to a Business Loan Agreement, secured by, among other things, the assets of the Perimeter Location. Pursuant to a Change in Terms Agreement and Business Loan Agreement, DK Enterprises assumed the obligations of JL Enterprises owed to Stearns Bank (with JL Enterprises remaining obligated). Stearns Bank is currently owed approximately $171,710. The Debtors entered into a loan and security agreement with Hamilton State Bank, in the principal amount of $573,400. As collateral, Hamilton State Bank was provided, among other things, a security interest in furniture, fixtures, equipment, accounts, inventory and intangibles located at the Collections Location and the Stonebridge Location. Ameris Bank is the successor to Hamilton State Bank and is currently owed approximately $490,090. DK Enterprises also had a Business Loan and Security Agreement with American Express Merchant Financing in the principal amount of $205,000, secured by a security interest in accounts, intangibles, and other personal property. AMEX is currently owed approximately $123,574. Finally, DK Enterprises entered into a Business Loan Agreement with LoanBuilder, a PayPal Service, in the principal amount of $50,000, secured by a security interest in accounts, intangibles, and other personal property. PayPal is currently owed approximately 42,491. The Debtors acknowledge that: (i) Ameris Bank has a first priority security interest in and to the assets of DK 141 and DK Roswell, and that such entities are the only entities generating cash collateral through operations, and further that Lender has a security interest in the assets of DK Enterprises, (ii) Stearns Bank has a security interest only in the assets of DK Enterprises in these cases (although it does have a preexisting security interest in the assets of DK Dunwoody), (iii) AMEX has a security interest only in the assets of DK Enterprises, and such security interest is junior to the interests of Ameris Bank and Stearns Bank in and to such assets, (iv) JL Enterprises has a security interest only in the assets of DK Enterprises, and such security interest is junior to the interests of Ameris Bank, Stearns, and AMEX in and to such assets, and (v) PayPal has a security interest only in the assets of DK Enterprises, and such security interest is junior to the interests of Ameris Bank, Stearns Bank, AMEX, and JL Enterprises in and to such assets. Ameris Bank will be granted liens upon all personal property of Debtors, wherever located and whether created, acquired or arising prior to or after the Petition Date, to the extent and in the priority as Ameris Bank's liens and security interests existed as of the Petition Date. The Adequate Protection Liens are granted as adequate protection against any diminution in the value of any liens and security interests of Ameris Bank in any property of Debtors (including, without limitation, the Collateral) resulting from the imposition of the automatic stay or any use, sale, consumption or other disposition of such property. However, the Adequate Protection Liens will not extend to the proceeds of any avoidance actions received by Debtors or the estates pursuant to Sections 544, 547, 548, 549 or 550 of the Bankruptcy Code. The liens granted to Ameris Bank in connection with the use of collateral and cash collateral will also be subject and junior to: (i) all fees required to be paid to the Clerk of the Bankruptcy Court and all statutory fees payable to the Office of the U.S. Trustee in such amounts as is determined in agreement with the U.S. Trustee or by final order of the Court, and (ii) an amount not to exceed $40,000 to pay all fees, costs, disbursements, charges and expenses fees payable to counsel for Debtors, to the extent such fees are allowed or approved for payment by the Court. About DK Enterprises of GA DK Enterprises is the holder of all of the membership interests in four separate single purpose limited liability companies that operate as Atlanta Bread Company franchisees, including DK 141 and DK Roswell. DK 141 operates an Atlanta Bread Company franchise located in The Collections at Forsyth, 141 Peachtree Parkway, Suite 116, Cumming, GA. DK Roswell operates an Atlanta Bread Company franchise located at Stonebridge Square Shopping Center, 640 West Crossville Road, Suite 100, Roswell, GA. The other two locations were operated by DK Enterprises of Cumming, LLC, which operated an Atlanta Bread Company franchise located at the Cumming Marketplace, 908 Buford Road, Cumming, GA, and DK Enterprises of Dunwoody, LLC, which operated an Atlanta Bread Company franchise located at Perimeter Pointe, 1155 Mount Vernon Highway, Suite 1200, Atlanta, GA 30338. DK Cumming and DK Dunwoody have ceased operating and filed petitions under Chapter 7. DK Enterprises of GA, Inc., based in Cumming, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Lead Case No. 19-21389) on July 17, 2019. In the petition signed by Dean Ditmar, president, DK Enterprises of GA's estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The Hon. James R. Sacca oversees the case. G. Frank Nason, IV, Esq., at Lamberth Cifelli Ellis & Nason, P.A., serves as bankruptcy counsel to the Debtor. EP ENERGY: Elects Not to Make $7 Million Notes Interest Payment --------------------------------------------------------------- EP Energy Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it will not make the approximately $7.0 million cash interest payment due and payable on Sept. 3, 2019 with respect to the outstanding 7.750% Senior Notes due 2022 issued by EP Energy LLC and Everest Acquisition Finance Inc., both indirect, wholly-owned subsidiaries of the Company, under the indenture governing the Notes. Under the Indenture, the Issuers have a 30-day grace period to make the Interest Payment before such non-payment is an "event of default" under the Indenture. No "event of default" will be deemed to have occurred under the Indenture unless the Issuers do not make the Interest Payment prior to the expiration of the 30-day grace period. As reported in the Company's Quarterly Report on Form 10-Q for the period ending June 30, 2019, in order to address liquidity and balance sheet issues, the Company's Board of Directors has appointed a special committee of the Board consisting of independent members of the Board who are not affiliated with the Company's Sponsors (affiliates of Apollo Global Management LLC, Riverstone Holdings LLC, Access Industries and Korea National Oil Corporation), and the Company has engaged financial and legal advisors to consider a number of potential actions it may take in order to address these issues. The Company is evaluating certain strategic alternatives including financings, refinancings, amendments, waivers, forbearances, asset sales, debt issuances, exchanges and purchases, out-of-court or in-court restructurings (pursuant to which it may seek relief under the United States Bankruptcy Code, Title 11) and/or similar transactions involving the Company, none of which have been implemented at this time. The Special Committee is authorized to, among other things, consider, evaluate and approve those strategic alternatives. The Company is engaged in active discussions with certain of its creditors regarding the evaluation of such strategic alternatives. About EP Energy LLC EP Energy LLC, a wholly-owned subsidiary of EP Energy Corporation -- http://www.epenergy.com/-- is an independent exploration and production company engaged in the acquisition and development of unconventional onshore oil and natural gas properties in the United States. The Company operates through a diverse base of producing assets and are focused on providing returns through the development of its drilling inventory located in three areas: the Permian basin in West Texas, the Eagle Ford Shale in South Texas, and the Altamont Field in the Uinta basin in Northeastern Utah. The Company is headquartered in Houston, Texas. EP Energy LLC reported a net loss of $1 billion for the year ended Dec. 31, 2018, compared to a net loss of $203 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $4.19 billion in total assets, $545 million in total current liabilities, $4.43 billion in total non-current liabilities, and a $785 million in member's deficit. * * * As reported by the TCR on Aug. 23, 2019, S&P Global Ratings lowered its long-term issuer credit rating on U.S.-based exploration and production company EP Energy LLC to 'CC' from 'CCC-'. The downgrade follows EP Energy's announcement that it has decided to defer the coupon payment on its 8% 1.5-lien senior secured notes maturing 2025 ($1 billion outstanding as of June 30, 2019). In April, 2019, Moody's Investors Service downgraded the ratings of EP Energy LLC's (EPE) Corporate Family Rating to 'Caa3' from 'Caa1'. The downgrade of EP Energy's CFR to Caa3 reflects its weak liquidity, need to repay $182 million of notes maturing in May 2020 and potential for continued negative free cash flow in 2019, if production volumes remain flat. FCH MCKINNEY: Get Court OK to Use Cash Collateral Starting Sept. 1 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Texas approved the request of FCH McKinney Senior Homes, LLC, to use cash collateral beginning Sept. 1, 2019 pursuant to a budget. Vertiex Community Bank and Star Creek Company are granted replacement liens on all of the Debtor's property, as adequate protection for use of the cash collateral. The Debtor will also make adequate protection payments, as in previous cash collateral Court orders until confirmation of a plan of reorganization, conversion of the Debtor's case to Chapter 7, or dismissal of the Chapter 11 case. Replacement liens will be subject to carve-out fees to the U.S. Trustee and the Clerk of the Bankruptcy Court. In case of sale of any of the Debtor's property within the period covered by the Cash Collateral Order, 60 percent of the net proceeds will go to VCB and 40 percent to SCC. The Debtor may use cash collateral until the earlier to occur of: * The entry of the next cash collateral order; * The termination of the automatic stay; * The conversion of the Debtor's case into a Chapter 7 case; * The dismissal of the case; or * The confirmation of a plan of reorganization to the Debtor. The Debtor will prepare a proposed monthly budget and send copies via e-mail to counsel to secured creditors Star Creek Company and Vertiex Community Bank within 7 days before the start of each calendar month. Objections to the proposed budget must be filed in writing and submitted via email to the Debtor’s counsel at lkhercules@yahoo.com A copy of the Court order can be accessed for free at: http://bankrupt.com/misc/FCH_McKinney_Cash_Ord.pdf About FCH McKinney Senior Homes FCH McKinney Senior Homes, LLC, operates an assisted living facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited Liability Company in the State of Texas on April 10, 2013, according to public records filed with Texas Secretary of State. FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42734) on Dec. 3, 2018. In the petition signed by Kent C. Conine, manager, the Debtor estimated less than $50,000 in assets and less than $10 million in liabilities. Larry K. Hercules, Attorney At Law, is the Debtor's counsel. FCH MCKINNEY: Reclassifies Fireside Claim to Admin. Expense Claim ----------------------------------------------------------------- FCH McKinney Senior Homes, LLC, filed a Chapter 11 plan and accompanying Disclosure Statement reclassifying the claim of Fireside Village Addition from general unsecured claim to administrative expense claim. Class 1 is composed of Secured claim of Veritex Bank in the Allowed Secured Amount of $2,262,000.00, Secured claim of Star Creek Co., Inc. in the Allowed Secured Amount of $1,032.711.00, and Secured claim of Star Creek Co., Inc., in the Allowed Secured Amount of $400,000.00, plus interest. Class 2 Administrative Expenses. Class #2 shall be paid only if all Administrative Expenses and all allowed claims under Class #1 are paid in full. Except as to Fireside Village Addition, all allowed Class #2 claims shall be paid pro rata with any remaining proceeds from the Sale of Debtor's real property. In the event that the Debtor refinances, all allowed Class #2 claims shall be paid in full from the proceeds of the refinancing loan. Class 3 Equity Interest Holders. Class #3 will not receive any distribution unless all Administrative Expenses and Class #1 and Class #2 claims are paid in full. This may be accomplished by the Sale of Debtor’s real property, or by refinancing. Funds to pay creditors will come from the Debtor-in-Possession Loan from Star Creek Co., Inc. that has been approved by the Court; the Debtor's sale of its real estate within 24 months of the Plan confirmation date, or the refinancing of Debtor’s real estate within that time. A full-text copy of the First Amended Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/yyr3ku9b from PacerMonitor.com at no charge. Attorney for the Debtor: Larry K. Hercules, Esq. LARRY K. HERCULES, ATTORNEY AT LAW 1400 Preston Road, Suite 400 Plano, Texas 75093 Telephone: (972) 964-9757 Facsimile: (972) 964-0120 Email: lkhercules@yahoo.com About FCH McKinney Senior Homes FCH McKinney Senior Homes, LLC, operates an assisted living facility in Dallas, Texas. FCH McKinney filed as a Domestic Limited Liability Company in the State of Texas on April 10, 2013, according to public records filed with Texas Secretary of State. FCH McKinney filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 18-42734) on Dec. 3, 2018. In the petition signed by Kent C. Conine, manager, the Debtor disclosed less than $50,000 in assets and less than $10 million in estimated liabilities. The Debtor is represented by Larry Kent Hercules, Esq., at Larry K. Hercules, Attorney At Law. FILTRATION SERVICES: Court Ok’s Cash Use of Up to $1.4M Thru Oct. 1 --------------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan permitted Filtration Services Group LLC to use cash collateral of up to $1,453,673 in the aggregate from Aug. 21, 2019 through Oct. 1, 2019, pursuant to the budget. The Debtor may escrow professional fees and may pay them only after at least 30 days from entry of the Order. Fees to the U.S. Trustee shall be paid as they become due. The Debtor will be authorized to continue using cash collateral until November 10, 2019 pursuant to the budget and to any supplemental or amended budgets if no objections are filed for the final hearing on October 1, 2019 at 10:30 a.m. The creditors' committee may object within 14 days after it had been served a copy of the Order. About Filtration Services Group Filtration Services Group LLC -- http://www.fsgfilters.com/-- provides filtration products for HVAC & air, dust collection, compressed air, liquid, hydraulic, and rolled media. The Company was founded in 1972 with offices and warehouses in Waterford, Michigan, Oklahoma City, Oklahoma, Nashville, Tennesee, and Kansas City, Missouri. The Debtor filed for protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-51724) in Detroit, Michigan on Aug. 13, 2019. In the petition signed by Robert Jackson, manager and president, the Debtor estimated assets of not more than $50,000 and liabilities at $1 million to $10 million. Judge Marci B McIvor is assigned the Debtor's case. KERR, RUSSELL AND WEBER, PLC, represents the Debtor. FIORES MOTORS: Unsecured Creditors to Get $400K Under Plan ---------------------------------------------------------- Fiores Motors, LLC, filed a Chapter 11 plan and accompanying disclosure statement. CLASS 16 General unsecured are impaired. Class 16 shall be paid a pro rata share of $400,000 which it be paid as supplemental rent by MAB under the Fiores Motors - MAB Replacement Lease. If Class 16 does not vote in favor of the Plan so that "Absolute Priority Rule" is a bar confirmation without a sale of equity, Class 16 shall receive a pro rata share of $50,000 which is to be paid as supplemental rent by MAB under the Replacement Lease. Assuming the total of allowed Class 16 claims is $800,000, Class 16 claimants shall receive approximately a 50% distribution if the class votes in favor of the Plan and approximately a 6.25% distribution if the class does not vote in favor of the Plan and equity is sold. CLASS 1 - Real Estate Tax Claims held by the City of Pittsburgh, the Pittsburgh School District, and Allegheny County are impaired. Class I claims and be paid 100% of such claims as follows: the tax portion of such claims shall be in full with interest at the applicable statutory rate in 72 equal monthly payments commencing on the Plan Effective Date in full satisfaction of the tax portion of such claim. CLASS 2 - First Commonwealth Bank First Mortgage are impaired. The Class 2 secured claim of First Commonwealth Bank shall be paid as follow: FCB shall retain the mortgage lien which secures such allowed claim and be paid 100% of such claim with interest at an annual rate of 6.0% in 121 monthly payments as follows: months 1 to 72 - $4,119.48 months 73 to 120 - $6,427.85 month 121 - the balance owed on the claim which is estimated to be approximately $246,172 CLASS 3 - SBA Second Mortgage are impaired. The Class 3 secured claim of United States of American, Small Business Administration shall be paid as follow: the SBA shall retain the mortgage lien which secures such claim and be paid 100% of such claim with interest at an annual rate of2.45% in 121 monthly payments as follows: months 1 to 120 - $1,100.46, and in month 121 the balance owed on the claim which is estimated to be approximately $116,155. CLASS 4 - First Commonwealth Bank Third Mortgage are impaired. FCB shall retain the mortgage lien which secures such claim and be paid 100% of such claim with interest at an annual rate of 6.0% in 121 monthly payments as follows: the payments for months 1 to 120 shall be in amount sufficient to amortized the claim over 240 months and the balance of the claim shall be paid in month 121. CLASSES 5, 6, 7, and 8 - (URA-5), (Penstan Snpply-6), (Arcon Contracting,Inc.- 7) (First Commonwealth Bank - 8) are impaired. The Urban Redevelopment Authority of Pittsburgh, Penstan Supply, Arcon Contracting, Inc. and First Commonwealth Bank shall not be paid anything on account of their respective Class 5, 6, 7, and 8 secured claims as such claims will be avoided under 11 U.S.C. Sec. 506. such claimant shall retain the lien which secures such claim and be paid 100% of such with interest at an annual rate of 6.0% in one hundred twenty one (121) equal monthly payments with payments commencing on the Plan Effective Date. CLASSES 9, 10, 11, 12, and 13. Real estate tax claims (Class 9), First Commonwealth Bank (Class 10), Urban Redevelopment Authority of Pittsburgh (Class 11), Kishmo, Inc. (Class 12), and First Commonwealth Bank (Class 13) are impaired. Holders of claims in Classes 9, 10, 11, 12, and 13 shall retain the liens which secure such claims and be paid in order of priority under state law from the sale of McDonald Street to the extent the proceeds of sale are sufficient to pay such claims. The property shall be sold by the Debtor through a Section 363 sale procedure in the Bankruptcy Court or through a state mortgage foreclosure proceeding if First Commonwealth Bank is granted relief from stay as to McDonald Street. CLASS 14 Administrative claims shall be paid by the Plan Effective Date unless such claimant agrees in writing to a longer payment arrangement. CLASS 15 Priority claims are impaired. Priority claims, if any of the Internal Revenue Service and the Pennsylvania Department of Revenue shall be paid a 100% of such claim with interest of the applicable statutory interest rate in 60 consecutive equal monthly payments commencing on the Plan Effective Date in full satisfaction of such claim. CLASS 18. - Equity Security Interests are impaired. In the event that Class 16 do not vote in favor of the Plan, Debtor may opt to cancel equity security interests in the Debtor and issue new ownership shares for I 00% ownership of the Debtor to the highest qualified bidder through a sale pursuant to 11 U.S.C. Sec. 363. Current bank deposits and lease income from the Fiores Motors - MAB Replacement Lease. A full-text copy of the Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/yyyhquyp from PacerMonitor.com at no charge. Attorney for the Debtor: Gary W. Short, Esq. 212 Wind gap Road, Pittsburgh, PA 1523 7 Tel: (412) 765-0100 Fax: (412) 536-3977 E-mail: garyshortlegal@gmail.com About Fiores Motors Fiores Motors, LLC, filed as a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Fiores Motors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-22212) on May 31, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Thomas P. Agresti. Gary W. Short, Esq., is the Debtor's counsel. FORESIGHT ENERGY: S&P Affirms 'CCC+' ICR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Foresight Energy L.P. (FELP). The rating agency anticipates declining coal power generation will result in a drop of about 10% in domestic volumes in 2019. In addition, the API2 index, the company's benchmark pricing for thermal exports, has declined more than 40% since the end of 2018, and S&P expects export sales to be uneconomical at current prices. This led to a 20%-25% drop in S&P's EBITDA expectations for 2019 and a margin contraction to 24%-25% compared with almost 30% in 2018. In addition, prolonged weather disruptions, including severe flooding, could increase FELP's transportation and demurrage costs. FELP has a long-term, take-or-pay arrangement to ship five million tons annual through the Convent Marine Terminal (CMT), which could lead to penalties if the international thermal indices continue to decline and export sales remain uneconomical for sustained period of time. "The negative outlook indicates our view that FELP could pursue a debt restructuring or a distressed exchange offer in the next 12 months if profitability does not improve substantially before its debt matures in 2022," S&P said, adding that it also anticipates that lower international thermal coal prices and domestic volumes will lower FELP's cash flows by 20% to 25% in 2019 and 2020. The company's second-lien and first-lien debt are trading at a deep discount to par, which poses distressed exchange risk, according to the rating agency. "We could lower the rating on FELP if the company announced a debt exchange or engaged in discounted principal buybacks at less than par value. We could also lower the issuer rating if liquidity deteriorated to the point that we believe that the company has less than one year of liquidity sources left to cover its fixed charges or is at risk of breaching its covenants," S&P said. "Although less likely, we could revise the outlook to stable or even raise the rating if we believed that FELP's prospects for refinancing had improved. We think that would require a resurgence in profitability to reduce leverage to comfortably less than 4x," S&P said. This could happen if international thermal coal prices or contracted domestic volumes increased, according to the rating agency. Under this scenario, S&P expects outstanding debt would return to trading close to par. FORUM ENERGY: S&P Cuts ICR to B- on Challenging Market Conditions ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Forum Energy Technologies Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on Forum's senior unsecured notes due 2021 to 'B-' from 'B'. The recovery rating remains '4', indicating average recovery (30%-50%; rounded estimate 35%) in the event of a payment default. The downgrade reflects S&P's expectation for continued market headwinds for the oilfield services industry and resulting demand for Forum Energy Technologies Inc.'s products, as exhibited in its recent book-to-bill of below 1x. The rating agency expects debt to EBITDA to average above 5x and funds from operations (FFO) to debt below 12% over the next 18 months. Continued capital discipline by the exploration and production companies (E&P) sector has led to reduced spending on oilfield services, and as a result demand for Forum's products. Nevertheless, S&P does expect Forum to generate significant cash flow, largely through working capital, which will be used to repay outstanding borrowings on its credit facility and potentially support refinancing its $400 million senior notes due 2021. The negative outlook reflects the uncertainty in the oilfield services industry and related capital markets right when Forum has upcoming refinancing needs. The potential for weaker financial performance, combined with the need to extend the maturity of its credit facility and refinance its senior unsecured notes, both maturing in 2021, could result in a negative rating action if liquidity weakens or the senior notes are refinanced at unfavorable terms that constrain cash flows. "We could lower the rating if we felt that Forum couldn't proactively refinance its senior notes due 2021, or if we believe it would pursue a refinancing that we view as distressed and a selective default," S&P said, adding that it could lower the rating if liquidity weakens, most likely due to lower-than-expected free cash flow or a reduction in the size of the company's credit facility as working capital falls and the 2021 senior note maturity approaches. If Forum were to operate with unsustainable debt leverage or the events above occurred due to continued weak markets or crude oil prices below $50 per barrel (bbl) for a sustained period of time, the rating agency could potentially downgrade Forum. "We could revise the outlook to stable if the company successfully addresses its 2021 senior note maturity while maintaining adequate liquidity. In addition, for an upgrade we would want to see a path to sustained revenue growth and margin improvements such that debt to EBITDA shows a clear path to below 5x and FFO to debt increases back above 12%," S&P said. Both events would likely require oilfield services and equipment demand to stabilize and begin a recovery, likely in conjunction with stable crude oil prices comfortably above $50/bbl and expectations for stable to increasing E&P spending levels, according to the rating agency. FRESH FANATIC: Oct. 4 Hearing on Disclosure Statement ----------------------------------------------------- That Fresh Fanatic, Inc., will move the Bankruptcy Court before the Honorable Elizabeth S. Stong, United States Bankruptcy Judge, at the United States Bankruptcy Court for the Eastern District of New York, on October 4, 2019 at 9:30 a.m., or as soon thereafter as counsel may be heard, for the entry of an order approving the Disclosure Statement for the Plan of Liquidation. Objections to the relief requested in the Motion, if any, must be filed and served no later than September 27, 2019 at 4:00 p.m. Class 1 (General Unsecured Claims) are impaired. In full satisfaction of such Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim shall receive one or more Distributions equal to its Pro Rata share of all Remaining Assets after payment of Administrative Expense Claims, Professional Fee Claims and Priority Tax Claims and establishing the Post-Confirmation Reserve and Disputed Claims Reserve. Class 2 (Interests) are impaired. No holder of an Interest shall be entitled to a Distribution under the Plan on account of such Interest. On the Effective Date, all Interests shall be cancelled and extinguished. As of August 23, 2019, the Debtor has $390,169,25 on hand. A full-text copy of the Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/y5hzz344 from PacerMonitor.com at no charge. Attorneys for the Debtor: Tracy L. Klestadt, Esq. Christopher J. Reilly, Esq. Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, New York 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 About Fresh Fanatic Inc. Fresh Fanatic -- http://www.freshfanatic.com/-- owns an organic market in Brooklyn, New York. The Company offers organic, all natural and local groceries and produce, fresh meat and fish, international cheeses and top notch deli meats. It also features gluten-free, non-dairy, vegan, and sugar- free specialties. The Company obtains local produce straight from the farm, including local farms in upstate New York like Hepworth Farms and Lucky Dog Farm. Fresh Fanatic has an organic juice and smoothies bar, an all-natural gourmet hot food bar, fresh made soups, prepared foods, guacamole and hummus, and fresh-baked goods as well as custom desserts by 5-star baker Michael Allen. Fresh Fanatic, Inc. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44263) on August 17, 2017. The Hon. Elizabeth S. Stong presides over the case. Tracy L. Klestadt, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serves as the Debtor's bankruptcy counsel. Yeskoo Hogan & Tamlyn LLP, serves as special litigation counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Andrew Goldin, chief executive officer. GLEASON'S GYMNASTIC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Gleason's Gymnastic School, Inc. as of Aug. 29, according to a court docket. About Gleason's Gymnastic School Gleason's Gymnastic School, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-32338) on July 24, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $500,000. The case has been assigned to Judge Kathleen H. Sanberg. The Debtor is represented by Thomas H. Olive Law, P.A. GLENN DALE GOLF CLUB: Closing for Good After 61 Years ----------------------------------------------------- The family-owned Glenn Dale Golf Club in Maryland is closing for good after 61 years, following years of financial woes. The course opened in 1958, and Hinky and Ray Shields sold it to their children Pam, John and Jeff in 1984. The kids kept working there, and Pam's daughter Michele Tomikel is now the course manager. According to The Baltimore Sun, course president John Shields said that the course hasn't been profitable in 20 of the last 30 years and lost more than $5 million in the past 5 years. He added that closing and selling the course was the only option to avoid bankruptcy. According to The Washington Post, the family has signed a deal for developer L.M. Sandler & Sons to take control of the 125-acre property, where it plans to build single-family homes and townhouses. Mr. Shields said 271 houses will be developed on the property, and 35 acres will be reserved for open space. GLOBAL HEALTHCARE: Buys $694,608 Commercial Note from F&M Bank -------------------------------------------------------------- Effective Aug. 6, 2019, Global Healthcare REIT, Inc. purchased the commercial note held by F&M Bank and made by the Receivership Estate of Healthcare Management of Oklahoma LLC, ("HMO") as debtor, in the principal amount of $694,608. This purchase was made to facilitate the termination of the Receivership and transfer of the HMO assets and operations, subject to the approval of the Oklahoma Department of Health, to Southern Hills Rehab Center, LLC, a wholly-owned subsidiary of the Company. About Global Healthcare Greenwood Village, Colorado-based Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company's portfolio will be comprised of investments in the following five healthcare segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) post-acute/skilled nursing and (v) hospital. Global Healthcare reported a net loss attributable to common stockholders of $2.02 million for the year ended Dec. 31, 2018, compared to a net loss attributable to common stockholders of $3.02 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $39.95 million in total assets, $38.81 million in total liabilities, and $1.13 million in total equity. The audit opinion included in the Company's Annual Report for the year ended Dec. 31, 2018, contains an explanatory paragraph expressing substantial doubt regarding the Company's ability to continue as a going concern. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, stated 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. GLOBAL LEADERSHIP ACADEMY: S&P Cuts 2010 Rev. Bond Rating to BB- ---------------------------------------------------------------- S&P Global Ratings lowered its rating to 'BB-'from 'BB' on Philadelphia Authority for Industrial Development, Pa.'s series 2010 revenue bonds, issued for the Global Leadership Academy Charter School (GLA). The outlook is stable. "The downgrade reflects our view of the school's continued negative operations and the nominal level of the school's liquidity compared to that of similarly rated peers," said S&P credit analyst Brian Marshall. S&P said it understands from management that GLA did not violate its debt service coverage covenant for fiscal years 2017 or 2018 because it used liquidity to meet debt service. However, if management is unable to stabilize operations or violates any of the school's covenants, this could pressure the rating, according to S&P. S&P assessed GLA's financial profile as vulnerable, with negative operating margins, very weak maximum annual debt service (MADS) coverage, thin liquidity position, and a moderately high debt burden. It assessed the school's enterprise profile as adequate, characterized by stable demand with an excellent waitlist, solid academics, and a good charter standing with the authorizer with GLA currently reviewing a five-year renewal contract from the authorizer. Combined, S&P believes these credit factors lead to an indicative stand-alone credit profile of 'bb'. S&P believes that GLA's operating performance in recent years, coupled with expected and budgeted results, are more in line with 'BB-' rated issuers and a final rating of 'BB-' according to the rating agency's criteria. The rating reflects S&P's assessment of: -- GLA's slim MADS coverage of about 0.58x based on fiscal 2018 operations and net certain pension adjustments; -- The school's continued negative operations on a full-accrual basis; -- The uneven state funding environment; and -- The inherent risks associated with charter schools, including possible revocation of the charter. In S&P's opinion, the preceding credit factors are partially mitigated by the school's: -- History of steady enrollment and an excellent waitlist; and -- Respectable academic standard that strengthen the school's demand profile within the market. A gross revenue pledge of GLA and a mortgage on the school facility secure the bonds. The stable outlook reflects S&P's view that the school's demand profile will remain solid as evidenced by healthy enrollment trends and favorable waitlists. The rating agency also expects operations to demonstrate moderate improvement based on fiscal 2019 projected results and the fiscal 2020 budget. The outlook also reflects that GLA's liquidity levels remain consistent with the rating level over S&P's one-year outlook horizon and that the school's relationship with the authorizer remains stable as GLA is currently reviewing an approved five-year kindergarten to grade 8 contract presented by the authorizer during the summer of 2019. S&P said it could lower the rating during the one-year outlook time frame if management is not able to improve operations, if liquidity falls to levels no longer commensurate with the rating, or if the GLA violates its bond covenants. In addition, the rating agency would view negatively a significant decline in enrollment that would further pressure financial operations. S&P does not expect to take a positive rating action during the outlook period. However, it could consider a positive rating outside of the outlook period if the school demonstrates a track record of positive operations on a full-accrual basis, improves its MADS coverage, and increases its cash position to a level commensurate with a higher rating. GLOBAL MINISTRIES: S&P Cuts Rating on Ala. Housing's Bonds to 'B-' ------------------------------------------------------------------- S&P Global Ratings lowered the following long-term ratings on bonds issued on behalf of Global Ministries Fellowship (GMF), Tenn., a nonprofit corporation that develops and operates affordable housing: -- 'B-' from 'BB-' on Alabama Housing LLC's bonds, -- 'CCC+' from 'B-' on Peace Lake Towers' bonds, -- 'CCC' from 'CCC+' on Serenity Towers LLC's bonds, and -- 'CCC' from 'CCC+' on Stonekey LLC's bonds. At the same time, S&P affirmed the following long-term ratings: -- 'BB' rating on JFK Towers LLC's bonds, -- 'BB-' rating on Indiana 4 LLC's bonds, and -- 'CCC+' rating on Forest Cove LLC's bonds. The outlook is negative. "The rating actions reflect our view of the continued decline in either the financial or physical condition, or both, of these credits as reported in the most recent audited financial statements available and Real Estate Assessment Center scores issued by the U.S. Department of Housing and Urban Development," said S&P Global Ratings credit analyst Alan Bonilla. GOLDEN JUBILEE: May Use Cedartree Holdings’ Cash, Pay Expenses ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Golden Jubilee, Inc., to use cash collateral from its July 2019 cash sales and thereafter, to pay operating expenses, specifically: * Mortgage for $3,005; * Employee Compensation for $2,800; * Employee taxes for $450; * Utilities for $2,176; * Office rent and supplies for $1,313; * Repairs and maintenance for $200; * Insurance for $1,359; * Permits and licenses for $250; * Sales and use taxes for $1,200; * Automobile payment for $373; and * Fees to U.S. Trustee for $975. As adequate protection, the Debtor will pay Cedartree Holdings, Series II $3,005 monthly starting August 1, 2019 until further Court order. The payments will be mailed to Rebecca Vaughn, Esq., counsel to Cedartree at the Law Office of Joyce Lindauer, 12720 Hillcrest Rd #625, Dallas, Texas 75230. The Debtor may also pay all fees and charges due to the U.S. Trustee. A final hearing on the motion is set for Sept. 12, 2019 at 1:30 p.m. About Golden Jubilee Golden Jubilee, Inc., sought Chapter 11 protection under the U.S. Bankruptcy Court for the Northern District of Texas (Bankr. N.D. Tex. Case No. 19-42712) on July 1, 2019. Marilyn D. Garner, Esq., at the LAW OFFICES OF MARILYN D. GARNER, represents the Debtor. Honorable Mark X. Mullin oversees the Debtor's case. GOLDEN TOUCH: Oct 8 Hearing on Disclosure Statement --------------------------------------------------- The hearing to consider the approval of the amended disclosure statement explaining the amended Chapter 11 plan of Golden Touch Commercial Cleaning, L.L.C. will be held at the U. S. Bankruptcy Court, Courtroom One, 201 St. Louis Street, Mobile, Alabama, on Tuesday, October 8, 2019 at 9:30 a.m. October 1, 2019 is fixed as the last day for filing and serving written objections to the amended disclosure statement with the Court. A full-text copy of the Amended Disclosure Statement is available at https://tinyurl.com/y5blqef9 from PacerMonitor.com at no charge. About Golden Touch Headquartered in Mobile, Alabama, Golden Touch Commercial Cleaning, L.L.C., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 17-01835) on May 17, 2017, estimating its assets of up to $50,000 and its liabilities between $100,001 and $500,000. Robert M. Galloway, Esq., at Galloway Wettermark Everest Rutens & Gaillard, serves as the Debtor's bankruptcy counsel. GS HOSPITALITY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: GS Hospitality, LLC 133 Harding Blvd. Cotter, AR 72626 Business Description: GS Hospitality LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 2, 2019 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Case No.: 19-61084 Judge: Hon. Cynthia A. Norton Debtor's Counsel: Diana P. Brazeale, Esq. BRAZEALE LAW FIRM, LLC 1484 Highway 248, Suite 105 Branson, MO 65616 Tel: 417-334-7494 Fax: 417-334-7405 E-mail: diana@brazealelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Joe Samuel Bailey, managing member. The Debtor did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mowb19-61084.pdf GTC WORKS: Seeks Approval of Cash Collateral Motion --------------------------------------------------- GTC Works, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize use of cash collateral to pay transaction privilege taxes and to pay tips to appropriate employees, nunc pro tunc to Aug. 23, 2019. The budget provides for $77,816 in total cost of goods and $102,231 in administrative expenses for September 2019. A copy of the Motion and the budget is available for free at http://bankrupt.com/misc/GTC_Works_Cash_M.pdf The Debtor discloses that as of the time of filing, it had $11,294 in deposit accounts (subject to garnishment holds), $15,000 in inventory, $28,268 in undeposited credit card transactions -- for total cash collateral of $54,562 as of the Petition Date. Kelly G. Black, Esq., counsel to the Debtor at The Law Office of Kelly G. Black, PLC, says JMG Solutions, LLC, filed financing statements to secure its claim against the Debtor for a loan amounting to $184,905. Subsequently, the Debtor obtained $85,000 of financing from MALCK, LLC. JMG agreed to assign its financing statement to MALCK, LLC. The Debtor's counsel says MALCK and JMG have agreed to the Debtor's use of cash collateral to Aug. 23, 2019, and that MALCK's interest is fully secured. Of JMG's claim, between $65,203 and $80,762 is secured. The Debtor accordingly asks the Court for permission to use cash collateral to August 23, 2019. About GTC Works LLC GTC Works LLC, which is in the restaurant business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-04090) on April 8, 2019. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge Paul Sala. Kelly G. Black, PLC, is the Debtor's counsel. HILCORP ENERGY: S&P Puts 'BB+' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings placed its ratings on U.S.-based oil and gas exploration and production (E&P) company Hilcorp Energy I L.P., including the 'BB+' issuer credit rating and 'BB+' senior unsecured debt ratings, on CreditWatch with negative implications. Hilcorp Energy I LP announced its intention to acquire all of British Petroleum's (BP) Alaska operations. The transaction, which S&P expecst to close early to mid-2020, will allow the company to increase its production and reserve base, reinforcing Hilcorp's position as the largest private oil and gas operator in the state. BP estimates net oil production from Alaska operations to average nearly 74 mmboe/d in 2019. This transaction would effectively double the size of Hilcorp's operations in Alaska. "The CreditWatch negative placement reflects our view that we could lower the issuer credit rating on Hilcorp following the acquisition of BP's Alaska operations based on the likelihood of higher leverage," S&P said. In resolving the CreditWatch, the rating agency said it will assess the effect of the acquisition on Hilcorp's production and reserves, its operating and capital costs, as well as the company's plan to finance the transaction. S&P said it will take into account the amount of debt and cash allocated to the entity, updated capital spending and cost assumptions, and its outlook for the E&P sector. The rating agency intends to resolve the CreditWatch at the close of the transaction, expected early to mid-2020. HORIZON GLOBAL: Harry Wilson Has 4.6% Stake as of August 20 ----------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Horizon Global Corporation as of Aug. 20, 2019: Shares Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Harry Wilson 1,157,061 4.6% Travis Nelson 559,310 2.2% Resurgent Capital, LLC 401,770 1.6% Eclipse Investors LLC 157,540 0.6% The percentages are based upon approximately 25,320,912 shares of the Issuer's common stock outstanding on Aug. 2, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019. Mr. Wilson is currently the founder and chief executive officer of MAEVA Group, LLC, a turnaround and restructuring firm, and a member of the Issuer's board of directors. Mr. Nelson is an individual investor. Resurgent was formed by Mr. Wilson and Mr. Nelson to invest in marketable securities, including the Shares. Eclipse is a single-member limited liability company formed by Nelson to invest in marketable securities. Mr. Wilson directly owns 755,291 Shares. Mr. Nelson indirectly owns 157,540 Shares. Resurgent directly owns 401,770 Shares. Eclipse directly owns 157,540 Shares. Because Mr. Wilson and Mr. Nelson are the managers of Resurgent, they have beneficial ownership of the Shares owned by Resurgent. Because Mr. Nelson is the sole member of Eclipse, he has beneficial ownership of the Shares owned by Eclipse. For his service as a member of the Issuer's board of directors, Mr. Wilson was granted a restricted stock unit award covering 44,199 Shares on May 15, 2019. However, the restricted stock unit award does not vest until the first anniversary of grant and, therefore, those Shares are not included in the number of Shares owned by Mr. Wilson. The Reporting Persons may be deemed to constitute a group for purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended, by virtue of the formation of Resurgent and the acquisition of Shares by Resurgent. Accordingly, the Reporting Persons may be deemed to beneficially own more than 5% of the Issuer's outstanding Shares. A full-text copy of the regulatory filing is available for free at: https://is.gd/otdRk9 About Horizon Global Horizon Global -- http://www.horizonglobal.com-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves the automotive aftermarket, retail and original equipment manufacturers ("OEMs") and servicers ("OESs") (collectively "OEs") channels. Horizon Global reported net losses of $204.9 million in 2018, $4.77 million in 2017, and $12.66 million in 2016. As of June 30, 2019, the Company had $604.74 million in total assets, $693.06 million in total liabilities, and a total shareholders' deficit of $88.32 million. * * * As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. In March 2019, S&P affirmed its 'CCC' issuer credit rating on the Company and its 'CCC' issue-level rating on its first-lien debt. S&P took the rating actions after Horizon issued an incremental $51 million term loan (unrated) and amended its covenants. In August 2019, S&P Global Ratings revised its outlook on Horizon Global Corp. to developing following the company's announcement that it has reached a definitive agreement to sell its Asia-Pacific segment and use the proceeds to repay debt. HORIZON GLOBAL: Will Sell its Asia-Pacific Business Unit for A$340M ------------------------------------------------------------------- Certain subsidiaries of Horizon Global Corporation entered into a share sale and purchase agreement with Hayman Pacific BidCo Pty Ltd, an affiliate of Pacific Equity Partners. Pursuant to the terms of the Agreement, the Purchaser has agreed to acquire the Company's Asia-Pacific business segment for A$340 million in cash, subject to customary closing adjustments. The closing of the transaction is expected to occur in the third quarter of 2019, subject to the satisfaction or waiver of customary closing conditions. About Horizon Global Horizon Global -- http://www.horizonglobal.com/-- is a designer, manufacturer, and distributor of a wide variety of custom-engineered towing, trailering, cargo management and other related accessory products in North America, Australia and Europe. The Company serves the automotive aftermarket, retail and original equipment manufacturers ("OEMs") and servicers ("OESs") (collectively "OEs") channels. Horizon Global reported net losses of $204.9 million in 2018, $4.77 million in 2017, and $12.66 million in 2016. As of June 30, 2019, the Company had $604.74 million in total assets, $693.06 million in total liabilities, and a total shareholders' deficit of $88.32 million. * * * As reported by the TCR on June 18, 2019, Moody's Investors Service downgraded Horizon Global Corporation's Corporate Family Rating to C from Caa3. The downgrade reflects Moody's expectations that modest earnings improvement will not be sufficient to reduce leverage to a sustainable level and that the sale of the Asia-Pacific segment will, while reducing secured leverage, increase total leverage and create greater reliance on a quick turnaround in the more weakly performing U.S. and European operations to diminish restructuring risk. In March 2019, S&P affirmed its 'CCC' issuer credit rating on the Company and its 'CCC' issue-level rating on its first-lien debt. S&P took the rating actions after Horizon issued an incremental $51 million term loan (unrated) and amended its covenants. In August 2019, S&P Global Ratings revised its outlook on Horizon Global Corp. to developing following the company's announcement that it has reached a definitive agreement to sell its Asia-Pacific segment and use the proceeds to repay debt. IMAGINE GROUP: S&P Lowers ICR to 'CCC+'; Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based marketing solutions provider The Imagine Group LLC to 'CCC+' from 'B-'. S&P also lowered the issue-level rating on the first-lien credit facility to 'CCC+' from 'B-' and the issue-level rating on the second-lien term loan to 'CCC-' from 'CCC'. The recovery ratings are unchanged. The downgrade and negative outlook reflect S&P's view that Imagine's limited free operating cash flow (FOCF) generation and low level of liquidity will persist, and leverage will remain above 7.5x through 2020, which the rating agency views as unsustainable for a company with significant exposure to the print and retail sectors. Imagine's liquidity tightened in the second quarter of 2019 with $2.7 million of cash on the balance sheet, $4 million of revolver availability, and negative FOCF. While it forecasts positive FOCF in the second half of 2019, S&P expects negative FOCF for the full year and leverage to remain elevated at around 8.5x in 2019. The negative outlook reflects Imagine's limited liquidity and the risk that competitive pressures or a weakening economy will result in declining EBITDA and negative FOCF which could result in Imagine being unable to meet is cash requirements within the next 12 months. "We could lower our rating if competitive pressures or economic challenges result in additional EBITDA declines and we expect the company will be unable to meet its cash requirements, including its interest payments, debt amortization payments, and seasonal working capital needs," S&P said. "Although unlikely over the next 12 months, we could raise our rating to 'B-' if the company demonstrates that it can organically grow revenue and EBITDA, it generates FOCF of at least $10 million annually, and we expect it will be able to refinance its capital structure at similar interest rates," the rating agency said. INNOPHOS INC: S&P Lowers ICR to 'BB' on Weak Operating Performance ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on New Jersey-based Innophos Inc. to 'BB' from 'BB+'. The downgrade reflects S&P's anticipation that Innophos' credit metrics will remain lower than it previously expected due to the company's pressured operating performance in the first half of 2019, which is a trend the rating agency expects to continue amidst the backdrop of a weak macroeconomic environment. S&P now expects the company's FFO to debt to remain below 30% both on a weighted average basis and over the next 12 months, which compares with the rating agency's previous expectation that its FFO to debt would remain above 30%. The stable outlook on Innophos reflects S&P's view that the company's credit measures will remain appropriate for a 'BB' rating given its weaker-than-anticipated earnings in the first half of 2019 and the rating agency's expectation for minimal earnings growth over the rest of the year. S&P expects macroeconomic weakness to continue to pressure the demand for Innophos' products for the rest of the year. It now expects the company's FFO to debt to remain between 20% and 30% as a weighted average of historical and projected figures. It also forecasts that the company's S&P-adjusted EBITDA margins will be between 15% and 17% over the next 12 months due to the discontinuance of its lower-margin FHN business and the realization of benefits from its previously established cost-savings and strategic value chain initiatives. S&P expects the company to draw on its revolver to fund bolt-on acquisitions, though the rating agency has not factored in any transformational debt-funded acquisitions. "We could lower our rating on Innophos in the next 12 months if we expect its FFO to debt to fall below 20%. This could occur if the company's macroeconomic environment is weaker than we anticipate and the demand for its products continues to decline," S&P said, adding that such a scenario would cause Innophos' operating performance to be substantially weaker than the rating agency expects. Alternatively, FFO to debt could fall below 20% if, against S&P's expectations, raw material costs increased to a point that reduced EBITDA margin by 400 basis points (bps) in 2020. "We could also lower our rating if we believe the company's financial policy will no longer support its current credit quality. This could occur if Innophos pursued a large debt-funded acquisition or used debt to fund significant shareholder rewards," S&P said, adding that it could take a negative rating action if the company's liquidity materially weakens such that the rating agency anticipates the sources will be less than 1.2x its uses. S&P said it could raise its rating on Innophos in the next 12 months if the company's operating performance is better than expected, leading to an improvement in its credit measures. This could occur if the demand for its higher-margin products increases or if the company raises prices such that its EBITDA margins increase by 400 bps relative our expectations. To consider an upgrade, we would also require the company's expected weighted average FFO to debt to exceed 30%," S&P said. "These metrics would have to be accompanied by supportive financial policies, no material increase in debt, and no deterioration in our assessment of its business risk." J&M MUSA PROPERTIES: Court OKs Cash Use on Final Basis ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida approved, on a final basis, the request of J&M Musa Properties, Inc., to use cash collateral to pay necessary operating expenses to continue its business. The Court grants party-in-interest Musa Properties LLC a replacement lien and security interest on the property of the Debtor’s estate nunc pro tunc to the Petition Date. The Court also allowed to Musa Properties these adequate protection: * $4,500, plus applicable escrow, monthly, beginning August 1, 2019 for two months. Thereafter, the Debtor will pay Musa Properties $8,191.24, plus applicable escrow, until confirmation of a Chapter 11 plan of reorganization, or a further Court order; * $2,916 per month in tax escrow beginning August 1, 2019 until Plan Confirmation or further court order; * Maintenance of insurance coverage on Musa Properties' collateral. The Court order is without prejudice to the prosecution of a motion to lift the stay filed by Musa Properties LLC on August 2, 2019. The Court cancelled the final hearing set for September 5, 2019. About J&M Musa Properties J&M Musa Properties, Inc. owns in fee simple a real property located at 1915 East West Parkway, Suite 2, Fleming Island, Fla., valued by the company at $1.25 million. The company previously sought bankruptcy protection on Sept. 7, 2011 (Bankr. M.D. Fla. Case No. 11-06634). J&M Musa Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-02484) on July 2, 2019. At the time of the filing, the Debtor disclosed $1,260,431 in assets and $2,080,863 in liabilities. The case is assigned to Judge Jerry A. Funk. The Law Offices of Mickler & Mickler, LLP, is the Debtor's bankruptcy counsel. J.C. PENNEY: S&P Lowers ICR to 'CCC'; Outlook Negative ------------------------------------------------------ S&P Global Ratings lowered its ratings on U.S.-based department store operator J.C. Penney Corp. Inc. (JCP), including its issuer credit rating, to 'CCC' from 'CCC+'. S&P sees increasing risk that JCP will undertake a distressed exchange. The downgrade reflects S&P's view of the growing risk that JCP will pursue a debt restructuring over the next 12 months because its capital structure appears unsustainable and the trajectory of its progress on management's business improvement initiatives has not been sufficient to reduce the likelihood of a distressed exchange. S&P's expectation for an increasingly difficult macroeconomic environment and a still highly competitive department store sector facing secular demand trends, contribute to the rating agency's assessment. The company's near-term maturities are manageable as it has about $150 million of senior notes maturing between 2019 and 2020. Still, JCP's $2.35 billion asset-based lending (ABL) revolver expires in June 2022 and its $1.6 billion term loan matures in June 2023. The negative outlook on JCP reflects the growing risk of a distressed debt exchange or restructuring in the next 12 months as industry headwinds, weak same-store sales, and a burdensome debt load contribute to its unsustainable capital structure. "We could lower our ratings on JCP if the company announces a debt exchange or restructuring or if its operating conditions worsen such that we see a restructuring as increasingly likely in the next six months," S&P said. "Before raising our rating on JCP, we would expect the company to demonstrate a significant and sustained improvement in its performance that leads us to view a distressed exchange as less likely," the rating agency said. JPM REALTY: Oct. 17 Hearing on Disclosure Statement --------------------------------------------------- The hearing to consider approval of the amended disclosure statement explaining the amended plan of reorganization of JPM Realty, Inc., will be held on October 17, 2019 at 09:30 AM. October 3, 2019 is fixed as the last day for filing and serving written objections to the amended disclosure statement. CLASS 3 Classes of General Unsecured Claims are impaired. These claims will be payable in quarterly in pro-rata cash distributions from future revenues and contribution/repayment of preference distributions repaid to Debtor, after the payment of administrative claims and secured claims over the plan term of 120 months. CLASS 1: Secured Claim of Luzerne County Tax Claim Bureau are impaired. Payment o f claim in full, in cash, with interest at 5 1/2% on the balance that equals the excess of the value of the estate assets liened over the amount of this claim. Pursuant to 11 U.S.C. Section 506 (b); assets, $245,000.00 less $198,169.00 = $46,831.00 payable at 5-1/2% over the plan term, payments to commence following the payment of administrative claims other than administrative claims that are payable in monthly installments over 60 months. U.S. Bank N.A. are impaired. The secured claim as filed is $229,297.81. The value of this secured claim is equal to the value of the estate real estate at $245,000.00 less the first position secured claim of the Luzerne County Tax Claim plus interest at 5-1/2% resulting in a secured claim of U.S. Bank of $34,928.00. This claim is bifurcated into a secured claim of $34,928.00, which will retain its lien, and an unsecured nonpriority claim (general unsecured claim) as to which the lien will be avoided of $194,369.81. Wyoming Valley Sanitary Authority are impaired. There being not a penny of equity to support this claim after deduction of the value of the first position claim of the Luzerne County Tax Claim Bureau, with interest as allowed pursuant to 11 U.S.C. Section 506(b); and the Secured claim of U.S. Bank, this claim is not entitled to receive any distribution upon a liquidation. 11 U.S.C. Section 1129(a)(7)(A)(ii). This lien will be avoided upon confirmation. This claim will be treated as an unsecured non-priority claim. CLASS 4 Equity Holders Interests are impaired. All Interests will be cancelled as of the Effective Date. Upon cancellation, new stock equal to the prepetition stock will issue to the New Equity Owner in exchange for the sum of $1000.00. Payments and distributions under the Plan will be funded by the revenues and profits generated from the operation of reorganized JPM, REALTY, INC as wells the repayment of preferential distributions repaid to the Debtor. A full-text copy of the Amended Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/y2bd8aoy from PacerMonitor.com at no charge. Counsel for JPM Realty: C. Stephen Gurdin, Jr., Esq. 67-69 PUBLIC SQUARE, STE. 501 WILKES-BARRE, PA 18701-2512 PHONE (570)826-0481 FAX (570)822-7780 EMAIL: Stephen@gurdinlaw.com Email: Michelle@gurdinlaw.com About JPM Realty Inc. JPM Realty, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Robert N. Opel II presides over the case. The Debtor tapped C. Stephen Gurdin Jr., Esq., as its legal counsel. KW1 LLC: Court OKs Cash Use Stipulation with Secured Creditors -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia approved the stipulation between KW1 LLC and two of its secured creditors -- Commercial Credit Group Inc. (CCG), and Atlantic Union Bank (formerly known as Union Bank & Trust). Pursuant to the stipulation: -- The Debtor may use cash collateral through and including October 31, 2019 to pay postpetition expenses in the ordinary course of its business; -- The Debtor will maintain insurance coverage on collateral which secured the Debtor's obligation; and -- The Debtor will continue to remit monthly payments at $5,000 each to CCG and Atlantic Union Bank. As of the Petition Date, the Debtor owes (i) Atlantic approximately $1,805,647.41, on certain loans of money secured by the Debtor's real property known as 2593 Mulch Landing Road, Virginia Beach, Virginia, and (ii) CCG approximately $129,548 on an equipment loan. About KW1, LLC KW1, LLC, is privately held company in Virginia Beach, Va., that primarily operates in the land clearing contractor business. KW1 filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 18-73923) on Nov. 6, 2018. In the petition signed by Kevin Sims, managing member, the Debtor disclosed total assets of $9,182,001 and liabilities of $3,227,453. The case is assigned to Judge Frank J. Santoro. The Debtor tapped McCreedy Law Group, PLLC, led by Greer W. McCreedy, II, as counsel, and Roussos & Barnhart, PLC, as co-counsel. LECLAIRRYAN PLLC: Atty. Defections Lead to Chapter 11 Wind Down --------------------------------------------------------------- LeClairRyan PLLC, the battered Richmond, Va. law firm that has faced mass defections in recent weeks, has filed for bankruptcy to wind down operations. Founded in 1988 as a legal boutique for emerging growth companies, LeClairRyan grew into a national law firm which, until recently, operated through approximately 25 offices around the country, including, among other locations, offices located in Richmond, Los Angeles, San Francisco, Newark, New Haven, Boston, Philadelphia, New York City, Dallas, Houston, Detroit, and Washington, D.C. At its peak, LeClairRyan had approximately 385 attorneys, including approximately 160 shareholders, and represented thousands of clients, including individuals and local, regional and global businesses. After growing into a large national law firm, LeClairRyan experienced declines in gross revenue and profitability in recent years. Those declines led to the departure of numerous attorneys, and those departures accelerated in 2019. As a result, LeClairRyan was left with office and other overhead expenses in excess of declining revenues, thus inhibiting the firm in its efforts to return to profitability. In June 2018, LeClairRyan entered into a joint venture with UnitedLex through the formation of ULX Partners, LLC ("ULXP"). LeClairRyan believed that entering into this joint venture and receiving the services from ULXP contemplated by an MSA, would improve LeClairRyan's financial position. Dissolution Despite best efforts, LeClairRyan could not stop the wave of attorney departures. As a result, on July 29, 2019, the members of LeClairRyan determined that dissolution and an orderly wind-down of the firm was in the best interests of clients, creditors and employees and voted to dissolve and proceed with a wind-down under the authority vested in the dissolution committee. Since July 29, 2019, the Debtor has been and currently is managed by the Dissolution Committee, which has been authorized by the members of the firm to effectuate a wind-down of the Debtor's operations and a smooth transition of client matters to successor firms in an effort to maximize the return to all creditors and parties in interest. Prior to the Petition Date, at the direction of the Dissolution Committee, the Debtor began further reducing its overhead by, among other things, closing down its business operations at all locations nationwide, except for the personnel needed to wind-down the firm's business affairs, including the orderly transition of client matters and the billing and collection of accounts receivable. The Debtor intends in the coming weeks to shift all of its wind-down operations from its leased locations to office space leased by ULXP and made available to the wind-down team through the MSA with ULXP. Attorneys that are continuing to transfer client matters also are working remotely to do so. As of the commencement of the case, LeClairRyan employs less than 10 people to assist with the wind-down. All such employees are critical to the wind-down. The Chapter 11 petition was signed by Lori Thompson, chair of the dissolution committee. The firm said in the petition that it expects funds to be available to pay back to creditors. Dan Packel, writing for Law.com, notes that the Chapter 11 filing indicates LeClairRyan owes nearly $15 million to two secured creditors: ULXP and the firm's primary lender, ABL Alliance LLLP. According to the report, Thompson said that, after ABL sent LeClairRyan a notice of default July 16, the firm renegotiated its lending agreement in a fashion that extended the lender's control over the firm's use of its cash, accounts receivable and related property. On July 19, the firm owed $9.8 million. The amount has since dropped to $6.8 million. Law.com also reports that while LeClairRyan prepared a wind-down plan that it submitted to ABL that would have kept the matter out of court, the lender was unwilling to provide the necessary funding to make it work. Consequently, the firm sought Chapter 11 to ensure that it can continue to use cash collateral to pay necessary expenses during the wind down like payroll, critical vendors, rent and insurance. About LeClairRyan Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor’s operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth are representing LeClairRyan in the case. Protiviti is its financial adviser for the liquidation. LECLAIRRYAN PLLC: Lori Thompson, Now With Spilman, Leads Wind Down ------------------------------------------------------------------ On July 29, 2019, the members of LeClairRyan PLLC determined that dissolution and an orderly wind-down of the firm was in the best interests of clients, creditors and employees and voted to dissolve and proceed with a wind-down under the authority vested in the dissolution committee. In connection with such vote, the members of LeClairRyan resolved to appoint Mr. Christopher J. Lange, Mr. C. Erik Gustafson, Richard W. Bowerman, Esq. and Lori D. Thompson to the Dissolution Committee. Mr. Gustafson and Mr. Bowerman have since resigned from the Dissolution Committee. Mr. Gustafson, however, resigned after approving the commencement of the Chapter 11 case. Since July 29, 2019, the Debtor has been and currently is managed by its Dissolution Committee, which has been authorized by the members of the firm to effectuate a wind-down of the Debtor's operations and a smooth transition of client matters to successor firms in an effort to maximize the return to all creditors and parties in interest. Lori Thompson joined LeClairRyan in 2005 and was a shareholder from Jan. 1, 2010 until March 4, 2018, when it converted from a professional corporation to a professional limited liability company, and thereafter she was a member of LeClairRyan. Ms. Thompson served as LeClairRyan's general counsel since 2017 and office leader of the firm's Roanoke office until she resigned from the firm. Following LeClairRyan’s decision to dissolve, Ms. Thompson became a member of the law firm of Spilman, Thomas & Battle, PLLC on Aug. 19, 2019, in order to continue the full-time practice of law with Spilman. After joining Spilman, Ms. Thompson agreed to continue to serve as chair of the Dissolution Committee, and she has entered into a Services Agreement, dated August 20, 2019, with LeClairRyan pursuant to which Ms. Thompson will continue to provide management services, when needed, to LeClairRyan as part of its wind down. Specifically, pursuant to their services agreements, Mr. Lange and Ms. Thompson agreed to continue to serve on Dissolution Committee, as independent contractors. The Debtor has filed with the bankruptcy court a motion to assume the services agreements. Neither Mr. Lange nor Ms. Thompson are being retained to provide legal advice to the Debtor. Instead, both Mr. Lange and Ms. Thompson have institutional knowledge and experience to effectuate the Debtor's wind-down and maximize value for creditors and parties in interest, including ensuring the smooth transition of client matters to successor firms and collection of accounts receivable. About LeClairRyan Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor’s operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth are representing LeClairRyan in the case. Protiviti is its financial adviser for the liquidation. LIT'L PATCH OF HEAVEN: Seeks Authority to Use Cash Collateral ------------------------------------------------------------- Lit'l Patch of Heaven Inc., seeks authority from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral to continue operation of its business throughout the Chapter 11 case. The Debtor maintains one primary secured loan -- with Wells Fargo Bank, National Association, which lien arising therefrom could encumber Debtor's cash collateral. Pursuant to the Debtor's books and records, the amount owing to Wells Fargo is approximately $427,000. In order to provide adequate protection for the use of cash collateral, the Debtor will: (A) Provide a replacement lien on all post-petition accounts and cash equivalents to the extent that the use of cash collateral results in a decrease in the value of the collateral; (B) Maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; (C) Provide such creditor all periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports; (D) Expend only cash collateral pursuant to the Budget subject to reasonable fluctuation by no more than 15% for each expense line item per month, plus all fees owed to the U.S. Trustee; (E) Pay all post-petition taxes; and (F) Retain in good repair all collateral in which any secured creditor has an interest. About Lit'l Patch of Heaven Inc. Lit'l Patch of Heaven Inc., based in Thornton, CO, filed a Chapter 11 petition (Bankr. Colo. Case No. 19-16119) on July 17, 2019. In the petition signed by Jeff Kraft, CEO, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Michael E. Romero oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. LITTLE MINDS: Case Summary & 3 Unsecured Creditors -------------------------------------------------- Debtor: Little Minds 1st Academy, LLC d/b/a Little Minds 1st Academy 1730 Tuscan Heights Blvd. Kennesaw, GA 30152 Business Description: Little Minds 1st Academy, LLC owns a 14,140 square foot building used as a child care facility in Kennesaw, Georgia. Chapter 11 Petition Date: Septmeber 2, 2019 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Case No.: 19-63884 Debtor's Counsel: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Tel: 770-984-2255 Fax: 678-623-5109 E-mail: paul.marr@marrlegal.com Total Assets: $2,283,958 Total Liabilities: $1,877,107 The petition was signed by Virginia Ann Harris, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at: http://bankrupt.com/misc/ganb19-63884.pdf LIVE WELL: Former CEO Charged in $140MM Bond Fraud Scheme --------------------------------------------------------- Geoffrey S. Berman, the United States Attorney for the Southern District of New York, and William F. Sweeney Jr., the Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation, announced Aug. 29, 2019, the arrest of Michael Hild, the founder, former chief executive officer, and controlling shareholder in Live Well Financial, Inc. HILD's arrest was in connection with a scheme, from in or about September 2015 through in or about May 2019, to fraudulently inflate the value of a portfolio of bonds owned by Live Well in order to induce various securities dealers and at least one financial institution into loaning more money to Live Well -- through repurchase ("repo") agreements and collateralized loans -- than they otherwise would have had they known the actual value of Live Well's bond portfolio. The scheme allowed Live Well to grow its bond portfolio exponentially, from approximately 20 bonds with a stated value of $50 million in 2014 to approximately 50 bonds with a stated value of $500 million by the end of 2016. In May 2019, in conjunction with an effort to wind down the company, Live Well wrote down the value of its portfolio by approximately $141 million. In addition, Mr. Berman announced Aug. 29 the unsealing of charges against Eric Rohr, the former chief financial officer at Live Well, and Darren Stumberger, the former head trader at Live Well, for their participation in the scheme. Both Rohr and Stumberger have pled guilty and are cooperating with the Government. Hild was arrested in Richmond, Virginia, Aug. 29. Hild will be presented and arraigned in the United States District Court for the Eastern District of Virginia. His case is assigned to United States District Judge Ronnie Abrams. Rohr's case is assigned to United States District Judge Edgardo Ramos, and Stumberger's case is assigned to United States District Judge J. Paul Oetken. On Aug. 28, 2019, the Government obtained a post-indictment restraining order restraining assets -- including various real properties and business interests in the Richmond area -- owned directly or indirectly by Hild and, as alleged, purchased with proceeds of the scheme. Manhattan U.S. Attorney Geoffrey S. Berman said: "As alleged, Michael Hild orchestrated a scheme to deceive Live Well's lenders by fraudulently inflating the value of its mortgage-backed bonds by over $140 million. This allegedly enabled Live Well to borrow money well over the value of the collateral it put up. In turn, Hild used these ill-gotten funds to gain control of the company and increase his own compensation by nearly 700 per cent, while exposing lenders cumulatively to $65 million in unsecured loans to the company, which is now in bankruptcy." FBI Assistant Director William F. Sweeney Jr. said: "As CEO of Live Well Financial Inc., Hild allegedly inflated the true value of the company's bond portfolio and used this false information to obtain loans the company otherwise would not have been able to obtain. The dealers and financial institution that lent the money are now in the possession of bonds that don't hold the value promised as collateral. The FBI is committed to working with our law enforcement partners to ensure this type of behavior ceases to exist." In a separate action, the Securities and Exchange Commission ("SEC") filed civil charges against Hild. Live Well's Bond Portfolio and Repurchase Agreements Live Well originated, serviced, and securitized government-guaranteed reverse mortgages known as Home Equity Conversion Mortgages ("HECMs"). In or about 2014, Live Well acquired a portfolio of approximately 20 bonds, each entitling the holder to receive a portion of the interest payments, but not the principal payments, from a particular pool of reverse mortgages ("HECM IO bonds."). Live Well purchased the HECM IO bond portfolio for approximately $50 million. At the same time that Live Well purchased the HECM IO bond portfolio, HILD established within Live Well a New York City-based trading desk to manage and grow Live Well's bond portfolio. Stumberger supervised the trading desk. Live Well financed the acquisition and growth of its bond portfolio through a series of loans in which Live Well used its bond portfolio as collateral. The majority of Live Well's lenders were securities dealers whose lending arrangements with Live Well were structured as bond repurchase agreements, also known as "repo agreements." A repo agreement is a short-term loan in which both parties agree to the sale and future repurchase of an asset within a specified contract period. The seller sells the asset to the lender with a promise to buy it back at a specific date and at a price that includes an interest payment. Functionally, a repo agreement is a collateralized loan in which title of the collateral is transferred to the lender. When the loan is repaid by the borrower, the collateral is returned to the borrower through a repurchase. Additionally, at least one of Live Well's lenders was an FDIC-insured bank, and its lending arrangement with Live Well was structured as a secured loan, with certain bonds held as collateral by a third-party custodian. Scheme to Mismark the Bond Portfolio Live Well's financing agreements with all but one of the lenders required that any bond that Live Well sought to borrow against be priced by a third-party pricing source in order to determine the market value of the bond as of the measurement date. The lenders then used the value of the bond, minus 10% to 20%, generally, to determine the amount of money to lend Live Well. The lenders generally relied on a particular widely utilized subscription service (the "Pricing Service") to price various securities. In or about September 2014, Hild, Rohr, Stumberger, and their co-conspirators embarked on a scheme to cause the Pricing Service to publish valuations for the bonds that far exceeded actual market prices. By doing so, the conspirators induced the lenders to extend credit to Live Well far in excess of the prices for which the bonds could be sold in the market. The inflated prices were based on a set of market assumptions that the conspirators called "Scenario 14." Hild was aware that if the lenders had known that the Pricing Service was publishing bond prices that did not reflect fair value (meaning the price at which a lender could sell the bond in the market if necessary to recoup its capital), they would have refused to use those prices in determining how much money to loan to Live Well. To prevent the Pricing Service and the lenders from learning that the prices did not reflect market value, Hild directed Rohr, Stumberger, and others to take steps to conceal their provision of inflated marks to the Pricing Service. Ultimately, due to the asset overvaluation and the purchase of additional bonds using the capital generated by the scheme, Live Well grew the purported value of its bond portfolio to $500 million by December 2016. In addition to using the liquidity generated by the scheme to expand Live Well's bond portfolio, in or about September 2016, Hild used $18 million generated from the repo lenders to buy out the preferred stockholders in Live Well. The elimination of the preferred stockholders gave Hild exclusive control of the company and allowed him to substantially increase his personal compensation. Accordingly, Hild's compensation jumped from approximately $1.4 million in 2015, to approximately $5 million in 2016, approximately $9.7 million in 2017, and over $8 million in 2018. In or about late 2018, ROHR resigned as chief financial officer of Live Well. In or about May 2019, the company's interim chief financial officer informed HILD that he would not sign the company's interim financial statements because he believed that the company's carrying value for the HECM IO bond portfolio was significantly overstated. On or about May 4, 2019, Live Well announced that it would cease operations and unwind. After the announcement of Live Well's closing, Live Well's interim chief financial officer provided a balance sheet to Live Well's lenders showing that Live Well had reduced the value of its bond portfolio by approximately $141 million. As of May 31, 2019, the debt Live Well owed to its lenders on the bond portfolio exceeded the portfolio's carrying value by approximately $65 million. On June 10, 2019, three of Live Well's lenders filed a Chapter 7 petition for involuntary bankruptcy against Live Well in the United States Bankruptcy Court for the District of Delaware. See In re Live Well Financial, Inc., 19-11317 (LSS). On or about July 1, 2019, the bankruptcy court appointed a trustee for Live Well. * * * Hild, 44, of Richmond, Virginia, is charged with five counts: one count of conspiracy to commit securities fraud; one count of conspiracy to commit wire and bank fraud; one count of securities fraud; one count of wire fraud; and one count of bank fraud. Count One carries a maximum sentence of five years in prison, Counts Two, Four, and Five each carry a maximum sentence of 30 years in prison, and Count Three carries a maximum sentence of 20 years in prison. The charges also contain a maximum fine of $5 million, or twice the gross gain or loss from the offense. The maximum potential sentences are prescribed by Congress and are provided here for informational purposes only, as any sentencing of the defendant will be determined by a judge. Mr. Berman praised the investigative work of the FBI and also thanked the SEC and the Department of Housing and Urban Development, Office of the Inspector General for their assistance. This case is being handled by the Office's Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Jordan Estes and Scott Hartman are in charge of the prosecution. The charges contained in the Indictment are merely accusations, and the defendant is presumed innocent unless and until proven guilty. About Live Well Financial Live Well Financial Inc. was a Richmond, Virginia-based company that originated, serviced, and securitized government-guaranteed reverse mortgages known as Home Equity Conversion Mortgages ("HECMs"). In 2015 to 2019, Live Well Financial engineered a $140 million fraud by inflating the value of its bonds, in what he called a "self-generating money machine." In early May 2019, the company suddenly shut its doors, leaving employees and those it does business with searching for answers. Flagstar Bank, Mirae Asset Securities, and Industrial and Commercial Bank of China Financial Services -- creditors collectively owed more than $130 million -- filed a petition for an involuntary Chapter 7 bankruptcy (Bankr. D. Del. Case No. 19-11317) for Live Well on June 10, 2019. On June 14, 2019, Live Well retained Getzler Henrich & Associates as its financial advisor and Edward Phillips as its chief restructuring officer. Bayard PA is the Debtor's counsel. The creditors group was successful in their bid to push the company into bankruptcy after the company consented to entry of an order for relief under Chapter 7, and Judge Laurie Selber Silverstein entered an order for relief in July 2019. David W. Carickhoff was appointed as Chapter 7 trustee. The Trustee can be reached at: David W. Carickhoff ARCHER & GREINER, P.C. 300 Delaware Ave, Suite 1100 Wilmington, DE 19801 Tel: 302-777-4350 The Trustee's attorneys are: Bryan J Hall, Esq. BLANK ROME LLP 1201 Market Street, Suite 800 Wilmington, DE 19801 Tel: 302-425-6400 Fax: 302-425-6464 E-mail: bhall@blankrome.com - and - Alan Michael Root ARCHER & GREINER P.C. 300 Delaware Avenue, Suite 1100 Wilmington, DE 19801 Tel: 302-356-6623 Fax: 302-428-5109 E-mail: aroot@archerlaw.com - and - Kevin F. Shaw, Esq. ARCHER & GREINER, P.C. 300 Delaware Ave., Suite 1100 Wilmington, DE 19801 Tel: 302-356-6632 Fax: 302-777-4352 E-mail: kshaw@archerlaw.com LOGISTICS BUDDY: Seeks Court Nod to Obtain $1.2M Loan under APA --------------------------------------------------------------- Logistics Buddy Transportation, LLC, asks the U.S. Bankruptcy Court for the District of South Dakota for permission to obtain up to $1,200,000 of secured credit from Wex Bank (plus charges and fees) on a revolving basis, under the Accounts Purchase Agreement, retroactive to the Petition Date. Previously, the Debtor obtained Court approval to sell accounts receivable of up to $665,860.35 to WEX Bank. The Debtor needs to sell additional accounts receivable of up to $534,139.65, in the form of credit on a revolving basis, in order continue its operations -- a total of $1,200,000 accounts receivable sale in cash collateral of $1,056,576.03. Pursuant to a budget, the Debtor estimates direct operating expenses at $194,045 and administrative expenses at $40,262.13 for the 5-day period from August 27 to 31, 2019. A copy of the budget can be accessed for free at http://bankrupt.com/misc/Logistics_B_Cash_Exhibit.pdf The Debtor seeks to grant liens and security interests on its assets, and to provide Wex Bank adequate protection, all retroactive to the Petition Date. The Debtor seeks final authority to continue to use revolving credit and the accounts sale by Sept. 9, 2019. A final hearing on the motion is sought to be scheduled by Sept. 10, 2019. About Logistics Buddy Logistics Buddy Transportation, LLC, a cargo and freight company based in Sioux Falls, S.D., sought Chapter 11 protection (Bankr. D.S.D. Case No. 19-40294) on July 5, 2019. The Debtor's assets as of the petition date range from $500,000 to $1 million, and its liabilities range from $1 million to $10 million. The case is assigned to Hon. Charles L. Nail, Jr. Gerry & Kulm Ask, Prof. LLC, led by name partner Clair R. Gerry, is serving as counsel to the Debtor. MC LOGGING: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of M.C. Logging, Inc., according to court dockets. About M.C. Logging Inc. M C Logging, Inc., a privately held company in Madison, Fla., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-40380) on July 25, 2019. Allen Turnage at Allen Turnage, P.A. represents the Debtor as counsel. MEDCOAST MEDSERVICE: Seeks Cash Use to Sustain Business ------------------------------------------------------- MedCoast Medservice Inc. asks the U.S. Bankruptcy Court for the Central District of California to authorize use of cash collateral, pursuant to a budget, in order to continue operating as a going concern. The budget provides for (i) total payroll expenses of $31,000, (ii) total fleet expenses of $13,798, and (iii) marketing and contract personnel expenses of $21,000, among others, for the period from Aug. 26 to Sept. 1, 2019. A copy of the budget for the period from Aug. 12 through Nov. 3, 2019, and of the motion is available free of charge at http://bankrupt.com/misc/Medcoast_M_Cash_M.pdf The secured creditors, with their estimated claims on the Debtor's assets include: * Mike J. Winn, Trustee -- $500,000; * E&F Recovery Inc. -- $175,000; * CNG Transportation Inc. -- $400,000; and * Internal Revenue Service -- $1,303,754. The Debtor anticipates a formal cash collateral stipulation to be entered into prior to the final cash collateral hearing. About MedCoast Medservice MedCoast Medservice Inc. -- https://www.medcoastambulance.com/ -- provides emergency and non-emergency transportation to all of Los Angeles, Orange County and South Bay areas. MedCoast Medservice is a corporation whose primary business concerns the transport of individuals (patients) to and from their homes or places of need to hospitals, physicians, and/or health care providers. It operates from a rented facility located at 14325 Iseli Road, Santa Fe Springs, CA 90063. MedCoast Medservice filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-19334) on Aug. 9, 2019. In the petition signed by Artina Safarian, president, the Debtor disclosed assets at $952,016 and liabilities at $2,615,768, of which approximately $1,303,754 is owed for payroll taxes to the Internal Revenue Service. Judge Sheri Bluebond is the case judge. HENRY D PALOCI III PA represents the Debtor. MIDLAND COGENERATION: S&P Cuts Rating on Sr. Secured Notes to BB+ ------------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on Midland Cogeneration Venture L.P.'s (MCV)'s $560 million ($337.6 million outstanding) senior secured notes and $181.25 million ($113.4 million outstanding) series B senior secured notes due 2025 to 'BB+' from 'BBB-'. At the same time, S&P assigned its '1' recovery rating to the project's debt, which indicates its expectation for very high recovery (90%-100%; rounded estimate: 95%) in the event of a payment default. MCV's elevated capital spending program coupled with a lower FER will cause it to maintain credit metrics that are lower than S&P would expect for an investment-grade rating. MCV's elevated capex profile coupled, to a lesser extent, with a lower FER forecast has reduced the project's forecast cash flows by an average of 13% through 2024. MCV estimates average yearly capital spending of close to $22 million in 2019-2024, which is $7 million higher than S&P had previously anticipated. Meanwhile, the rating agency's forecast for the project's FER has declined by 8%, on average, from its previous estimate. S&P's FER estimates are provided by management. The decline in the rating agency's FER forecast is largely due to lower anticipated coal costs and administrative and general costs at Consumers' coal-fired plants. Finally, a decline in offtake levels from Dow is also further pressuring the project's cash flows. S&P's outlook on MCV is negative. The FER under the PPA is a key factor for S&P's rating on the project's debt. If MCV does not prevail in the FER dispute, its DSCR could decline to close to 1.0x based on the project's 2019 FER. This would lead S&P to lower the rating on its debt to the 'B' category. S&P's base-case forecast for MCV's FER is above $9.00 per MWh, which leads to the rating agency's current minimum DSCR expectation of 1.28x in 2022. S&P said it could lower its rating on MCV's debt by multiple notches if the outcome of the FER dispute is unfavorable depending on the severity of the revision relative to the rating agency's current assumption of more than $9 beginning in 2020. "Specifically, we could lower the rating if we anticipate a minimum DSCR at the lower end of the 1.2x-1.4x range on a sustained basis. As such, there is limited headroom for any revision to our FER forecast," the rating agency said. "We might also see a lower DSCR if the project's gross margins are lower than we anticipate, if its O&M expenses rise higher than we expect, if the project experiences operational problems, or if pending legal issues, such as the rate consumers charges for gas, are resolved unfavorably unless MCV mitigates these factors with liquidity," S&P said, adding that it could lower its rating on the project's debt if it downgrades any irreplaceable counterparties below its rating on the debt. S&P said it could raise its rating on MCV's debt if the company's financial performance under the rating agency's base case results in a minimum DSCR in the higher end of the 1.2x-1.4x range, the FER issue is favorably resolved, or the project demonstrates higher downside performance resiliency. The DSCR could increase if the FER reaches close to $10.00 per MWh on a sustained basis, its gross margins exceed S&P's expectations, and its operating expenses/rotor replacement costs are lower than expected. MONITRONICS INT'L: Emerges from Chapter 11, Merges With Ascent -------------------------------------------------------------- Monitronics International Inc., officially exited Chapter 11 bankruptcy on Aug. 30, 2019, paving the way for the completion of its merger with non-debtor parent Ascent Capital Group Inc. According to a statement, as a result of the financial recapitalization, Monitronics' largest shareholders will be EQT Credit, the credit arm of EQT Partners, a global investment firm with around EUR 40 billion in assets under management, and Brigade Capital Management, a global investment management firm. Trading of the new Monitronics shares is expected to begin on or before September 4, 2019. Shares will trade on the OTC Markets under the ticker "SCTY." "This is an exciting day for Monitronics as we have emerged as a stronger, more focused organization," said Jeffery Gardner, President and Chief Executive Officer of Monitronics. "With renewed balance sheet strength, a strong subscriber portfolio and recurring revenue base, and the support of EQT and Brigade, two highly regarded financial sponsors, we are well-positioned to be a leader in the accelerating home security market and to execute on the vast growth opportunities ahead. I want to thank our dedicated team of employees as well as our dealers, customers and suppliers, who continued to believe in our Company and worked with us to achieve this successful balance sheet recapitalization." Stephen Escudier, Partner at EQT Partners and Investment Advisor to EQT Credit, stated, "We are pleased to have worked collaboratively with the Company and its stakeholders to facilitate a balance sheet recapitalization that optimally positions Monitronics for success. As Monitronics largest shareholder, we look forward to partnering with the Company's management team as they execute on their strategic vision and continue to build Monitronics' position as an industry leader. In partnership with our fellow shareholders, we have recruited an experienced and high-caliber Board of Directors of senior industrialists to support management in their efforts to drive value in the coming years." $885-Million of Debt Shed In early August 2019, Monitronics and certain subsidiaries won approval of their joint partial prepackaged plan of reorganization. The Plan eliminated approximately $885 million of debt, including approximately $585 million aggregate principal amount of the Company's 9.125% Senior Notes due 2020, $250 million of the Company's term loans and $50 million of the Company's revolving loans. Approximately 14% of the Company's 9.125% Senior Notes due 2020 received cash and the remainder, along with $100 million of the Company's term loans, were converted into equity. Approximately $823 million of the Company's term loans were converted into a new term loan facility. Upon emergence, the Company also gained access to $295 million of additional liquidity under new exit financing (consisting of a $150 million term loan facility, and a $145 million revolving facility) to support its continued growth and ensure it can continue to execute on its strategic plan. The Company further reduced outstanding indebtedness and paid fees and expenses related to the recapitalization transactions from the receipt of an additional $200 million of cash comprised of $177 million in proceeds through an equity rights offering and approximately $23 million from Ascent in consideration for which the Ascent shareholders received, in the aggregate, 5.82% of the equity of the Company, or 1,309,757 shares of Monitronics common stock, based on a final exchange ratio of 0.1043086 of a share of Monitronics common stock for each outstanding share of Ascent common stock (other than (i) shares of Ascent common stock held by Monitronics or by Ascent as treasury shares or (ii) shares of Ascent common stock held by stockholders who did not vote for or consent in writing to the merger and who properly made a demand for appraisal of such shares pursuant to, and who complied in all respects with, the provisions of Section 262 of the General Corporation Law of the State of Delaware and did not thereafter fail to perfect, effectively withdraw, or otherwise lose their right to appraisal). Ascent Capital and Monitronics said Aug. 26, 2019, that they have entered into a Waiver under the Agreement and Plan of Merger, pursuant to which Ascent will merge with and into Monitronics substantially concurrently with the completion of the previously announced restructuring of Monitronics. Pursuant to the Waiver, Ascent and Monitronics have agreed (i) to waive the condition to the closing of the Merger that the shares of Monitronics common stock to be issued to the holders of Ascent's common stock upon completion of the Merger and the transactions contemplated by the Merger Agreement be quoted on the OTC Markets or any similar national or international quotation service and (ii) that Monitronics shall endeavor to cause the Monitronics Common Stock to be quoted on any tier of the OTC Markets or any similar national or international quotation service as quickly as practicable after the completion of the Merger. About Monitronics Headquartered in the Dallas-Fort Worth area, Monitronics International, Inc. provides security alarm monitoring services to approximately 900,000 residential and commercial customers as of March 31, 2019. Ascent Capital Group, Inc. is a holding company that owns Monitronics, doing business as Brinks Home Security. Monitronics reported a net loss of $678.8 million for the year ended Dec. 31, 2018, compared to a net loss of $111.3 million for the year ended Dec. 31, 2017. As of March 31, 2019, Monitronics had $1.33 billion in total assets, $1.95 billion in total liabilities, and a total stockholders' deficit of $623.8 million. Monitronics International and certain of its domestic subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33650) on June 30, 2019. The Hon. David R Jones is the case judge. The Debtors tapped HUNTON ANDREWS KURTH LLP and LATHAM & WATKINS LLP as counsel; FTI CONSULTING, INC. as financial advisor; and MOELIS & COMPANY LLC as investment banker. MONITRONICS INTERNATIONAL: S&P Hikes ICR to 'B-'; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Monitronics International Inc. (Brinks Home) to 'B-' from 'D'. S&P also assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed $822.5 million senior secured term loan due 2024. S&P's rating on Monitronics reflects the company's improved leverage and lower debt-service needs following the estimated $885 million of debt reduction achieved through the Chapter 11 bankruptcy process. It expects pro forma debt to decline to about $1 billion from about $1.8 billion and annual cash interest expense to decline to approximately $83 million from about $147 million in 2018. The negative outlook reflects the high level of execution risk to effectively reduce the company's creation multiples to the low-30x area coupled with a 300 basis point reduction in recurring monthly revenue (RMR) attrition rates to the mid-double-digit area through the successful diversification of its subscriber channels upon emergence from bankruptcy. Heightened competition from new entrants and the anticipated sunset of the 3G network will further challenge navigating the competitive landscape. "We could lower the rating if Brinks Home is unable to demonstrate improvement in operating trends as planned, such that we would view the company's restructuring and new business strategy to be insufficient to support the capital structure," S&P said. Under this scenario, intense competition in the residential alarm monitoring industry could lead to elevated levels of attrition, which would reduce sales and margins below post-emergence expectations and cause substantial cash flow deficits, according to the rating agency. "We could revise the outlook to stable if Brinks Home lowers creation costs and reduces attrition levels to industry-average levels on a sustained basis while demonstrating steady operating performance and cash flow generation," S&P said. MONTESQUIEU INC: Sept. 25 Plan Confirmation Hearing --------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware issued an order approving, on an interim basis, the adequacy of the disclosures in the Combined Plan and Disclosure Statement filed by Montesquieu, Inc., Montesquieu, Inc.; WG Best Weinkellerei, Inc. dba Montesquieu Winery; and Montesquieu Corp. The Bankruptcy Court will conduct the Confirmation Hearing for (i) final approval of the Plan and (ii) confirmation of the Plan. The Confirmation Hearing is scheduled for September 25, 2019 at 11:30 a.m. (ET). Objections to final approval and confirmation of the Plan must be filed so as to be received no later than September 16, 2019 at 4:00 p.m. (ET). The Debtors disclosed that on June 28, 2016, Montesquieu, Inc. and MQI entered into that certain Stock Issuance Agreement, pursuant to which MQI purchased approximately 22.5% of the issued and outstanding common stock of Montesquieu, Inc. In connection with this transaction, MQI agreed to provide certain advisory services to Montesquieu, Inc. Montesquieu, Inc. agreed to pay a monthly management fee not to exceed $15,000 per month. MQI's Manager, Ken Hamlet, also became Chief Strategy Officer of Montesquieu, Inc. By that certain Action by Written Consent of the Stockholders of Montesquieu, Inc. dated July 11, 2019, the Monthly Management Fee was reduced to $0 as of the Petition Date. The Debtors and their advisors have begun to review and reconcile Claims. On August 26, 2019, the Debtors filed their (1) First Omnibus Objection to Certain (A) Duplicative Claims, (B) Amended Claims, (C) Incorrect Debtor Claims, (D) Insufficient Documentation Claims, and (E) Priority Claims (Non-Substantive), and (2) Second Omnibus Objection to Claims Pursuant to Section 502 of the Bankruptcy Code, Rule 3007 of the Federal Rules of Bankruptcy Procedure, and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware. The Debtors continue to review Claims and reserve the right to object to Claims before and after the Effective Date. The Debtors will provide any such amendment, modification, or supplement to the Office of the United States Trustee. Each Holder of a Claim shall be deemed to have specifically consented to the releases set forth in Section 17.4 of this Plan, to the fullest extent provided in Section 17.4 of the Plan and permitted by applicable law, if such Holder of a Claim (i) submits a Ballot and votes either to accept or reject the Plan, but does not check the "optout" box on the Ballot; or (ii) submits a Ballot and does not vote to accept or reject the Plan, and does not check the "opt-out" box on the Ballot; or (iii) does not submit a Ballot. Any Holder of Claim who wishes to opt out of the releases set forth in Section 17.4 of the Plan must submit a Ballot and check the "opt-out" box on the Ballot. Holders of Claims in Class 3 and Class 4 who do not want to provide the releases set forth in the Plan must affirmatively so indicate by checking the "opt-out" box on the Ballot. U.S. Trustee Objection Andrew R. Vara, the Acting United States Trustee for Region 3, objects to the approval of the Disclosure Statement and the proposed notice procedures and form of ballot. The U.S. Trustee pointed out that the Debtors need to revise Item 3 in the Ballot, which addresses third-party releases, to provide that if a claimant opts out, they will not receive a distribution. The U.S. Trustee also pointed out that the Debtors have many foreign creditors who must be given reasonable notice of the Combined DS/Plan and sufficient time to vote. The U.S. Trustee complained that there is no basis for the wide scope of the third-party releases. While this is usually a confirmation issue, the U.S. Trustee said it raised the issue at this time due to the importance of insuring the claimants can make informed decisions on the opt out rights they should be afforded. A full-text copy of the Amended Combined Plan and Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/y2qe3qn7 from PacerMonitor.com at no charge. Counsel for the Debtors: Mette H. Kurth, Esq. Thomas M. Horan, Esq. Johnna M. Darby, Esq. FOX ROTHSCHILD LLP 919 N. Market St., Suite 300 Wilmington, DE 19899-2323 About Montesquieu, Inc. Montesquieu, Inc., is a wine maker headquartered in San Diego, California that focuses on producing "first-rate boutique" wines from family-owned and operated vineyards. The Company is committed to producing hand-crafted, limited-production, and exquisite wines. Montesquieu, Inc., based in San Diego, CA, and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10599) on March 20, 2019. The Hon. Brendan Linehan Shannon oversees the case. In their petitions, Montesquieu, Inc., estimated assets and liabilities of $100,000 to $500,000; Montesquieu Corporation's estimated assets of $1 million to $10 million, and estimated liabilities of $50,000 to $100,000; and WG Best Weinkellerie estimated assets of $100,000 to $500,000, and estimated liabilities of $1 million to $10 million. Mette H. Kurth, Esq., at Fox Rothschild LLP, serves as bankruptcy counsel. MONTREIGN OPERATING: S&P Alters Outlook to Dev., Affirms 'CCC' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook to developing from negative and affirmed all ratings on U.S. gaming operator Montreign Operating Co. LLC, including its 'CCC' issuer credit rating. The rating actions follow the announcement of Montreign's parent company, Empire Resorts Inc., that it has entered into a definitive agreement under which affiliates of Kien Huat Realty III Limited and Genting Malaysia Berhad will acquire all outstanding equity in Empire that they do not already own. S&P said Genting could engage in some form of restructuring or distressed exchange for Montreign's credit facilities. "We believe that after a successful merger between Genting/Kien Huat and Empire, Genting will provide liquidity support to protect its investment; this could include refinancing Montreign's debt at the Genting level. However, we are unable to rule out the possibility that Genting will engage in a restructuring or a debt exchange that we would view as a selective default," S&P said. "The developing outlook reflects uncertainty regarding the proposed transaction between Genting and Empire, and that we could raise or lower the rating over the next 12 months depending on Montreign's operating performance and how the new owners address its capital structure and service credit facilities," the rating agency said. "We could lower the ratings if we believe that the acquisition will not be successful and Genting or Kien Huat would not make further equity injections into the company to provide liquidity support for its credit facilities," S&P said, adding that upon a successful acquisition, it could still lower the ratings should Genting and Kien Huat pursue a debt exchange or restructuring that it views as distressed, where lenders receive less than the original promise under terms of the existing debt. S&P said it could raise the rating assuming the proposed transaction is successful and the new owners do not pursue a distressed restructuring or exchange. Under this scenario, the rating agency would expect Genting and/or Kien Huat to support Montreign's debt and operations in order to preserve its brand name and reputation. MOUNT JOY BAPTIST: Has Authority on Interim Cash Collateral Use --------------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland signs a Consent Order authorizing Mount Joy Baptist Church of Washington, D.C.'s interim use of cash collateral. A further hearing to consider the Debtor's use of cash collateral is scheduled for Sept. 11, 2019 at 10:30 a.m. The Debtor will use the cash collateral of National Loan Acquisitions Company (NLAC) to pay the ongoing expenses of the Property, as set forth in the Budget, and will also use such cash collateral to pay for adequate insurance for the Property and for any real estate taxes owed against the Property. Prior to the Petition Date, SunTrust Bank extended a $1,300,000 commercial Loan to the Debtor, as modified by a Forbearance Agreement, by and between the Debtor and SunTrust Bank and as assigned to National Loan Acquisitions Company (NLAC) pursuant to an Allonge. SunTrust Bank also extended a$200,000 commercial Loan to the Debtor, as modified by a Forbearance Agreement, by and between the Debtor and SunTrust Bank and as assigned to NLAC pursuant to an Allonge. The indebtedness and obligations owed by the Debtor under the Loans and the Notes are secured by first-priority duly perfected liens and security interests in, to and against certain real property and other assets of the Debtor. As adequate protection for all present and future indebtedness and obligations that are owed by the Debtor to NLAC under the Loan Documents, NLAC is granted valid, choate, perfected, enforceable and non-avoidable first-priority security interests and liens in, to and against all post-petition property and assets of the Debtor that constitute proceeds and products of NLAC's Prepetition Collateral and cash collateral (including any pre-petition rents of the Debtor and all post-petition rents, proceeds, receipts, products, accounts receivable and profits arising from or related to the Property and/or Leases). In addition to the liens and security interests granted to NLAC, but only to the extent that the adequate protections granted in the Consent Order are insufficient to provide adequate protection for NLAC's interests in the cash collateral after the Petition Date, NLAC is entitled to seek administrative and priority expenses incurred in this Chapter 11 Case pursuant to the provisions of Section 507(b) of the Bankruptcy Code. In addition, the Debtor will tender to NLAC, in immediately available funds, monthly payments in the amount of $5,675 on the first business day of each month. The Debtor's use of cash collateral is will also be subject to all of the following conditions: (a) The Debtor will provide NLAC with copies of all current Leases (and any amendments thereto) for the Property and a current monthly rent roll for the Property. (b) The Debtor will provide NLAC with the following financial information, documentation and reporting, all in a form and content that is acceptable to NLAC in all respects. (c) During the pendency of the Chapter 11 Case, the Debtor will make all payments that the Debtor is required to make to the Internal Revenue Service, State of Maryland, Prince George's County, Maryland and all other taxing authorities with respect to all forms of taxes that come due after the Petition Date, including, without limitation, federal and state income taxes, real estate property taxes, withholding taxes, personal property taxes and sales taxes, when and as said payments are due. At all times, upon NLAC's request, the Debtor will immediately supply NLAC with written documentation evidencing that all such Taxes have been paid. (d) During the pendency of the Chapter 11 Case, the Debtor will maintain fire, liability, casualty and other hazard insurance with respect to all of the Property, in amounts and under such insurance policies as are acceptable to NLAC. The Debtor is also required to provide NLAC with documentation evidencing the existence of all such insurance policies. The authorization granted to the Debtor under the Consent Order will terminate upon the earlier of: (a) Sept. 10, 2019, at 4:00 p.m.; (b) the entry by the Court of an order denying the Debtor's authorization to use Cash Collateral; or (c) at the option of NLAC, upon the occurrence of an Event of Default -- after notice and the expiration of the cure period as set forth herein. About Mount Joy Baptist Church Mount Joy Baptist Church of Washington, D.C., a baptist church in Oxon Hill, Md., filed a Chapter 11 petition (Bankr. D.Md. Case No. 19-11707) on Feb. 8, 2019. In the petition signed by Rev. Bruce Mitchell, pastor and CEO, the Debtor estimated $1 million to $10 million in both assets and liabilities. Craig M. Palik, Esq., at McNamee Hosea Jernigan Kim Greenan & Lynch, P.A., serves as bankruptcy counsel. The Debtor tapped TD Emory, CPA & Associates as its accountant. MURRAY ENERGY: S&P Lowers ICR to 'CCC' on Deteriorating Liquidity ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based coal producer Murray Energy Corp. to 'CCC' from 'CCC+', saying the company is likely to consider a distressed exchange offer within the next 12 months due to the deep discount of its secured debt, and that the company's sources of liquidity could fall short of uses within the next year given weakening coal end markets. Meanwhile, S&P lowered its issue-level ratings on Murray's $1.5 billion B-2 and $158 million B-3 outstanding first-lien term loans due in 2022 to 'CCC' from 'CCC+' and revised the recovery rating to '4' from '3'. It also lowered the ratings on Murray's $51 million outstanding B-2 and B-3 non-extended term loans due 2020 to 'CC' from 'CCC-' with '6' recovery rating unchanged. S&P affirmed the 'D' rating on the $295 million outstanding second-lien notes due in 2021 and the $479 million outstanding 1.5-lien senior notes due in 2024. Low electricity power prices and declining coal power generation could lead to a 3%-5% decline in domestic realizations in 2019. In addition, the API2 index, the company's benchmark pricing for the volumes sold from its Colombian subsidiaries, has declined more than 40% since the end of 2018, while its cash costs have increased due to higher strip ratios. This will lead to negative cash flows in 2019 and could continue in 2020 absent material improvement in the API2 index. S&P believes that available liquidity from operations and cash on hand could be close to break-even to cover the about $80 million of debt maturities and required repayments on the first-lien debt and capital leases. The negative outlook reflects the potential for debt restructuring, and the risk of further liquidity deterioration over the next year. S&P expects Murray's free operating cash flow (FOCF) and available cash balance will be limited and applied towards the maturities and other fixed charges in early 2020. "We could lower the rating on Murray if we believed a default, distressed exchange, or redemption appears to be inevitable within six months, absent improvement in domestic demand and international prices" S&P said. "We could revise the outlook to stable or even raise the rating if we no longer considered a debt restructuring to be likely, and if we considered Murray's liquidity position to be adequate. Under this scenario, we expect outstanding debt would return to trading closer to par," S&P said. This would likely be associated with adjusted leverage approaching 6x, which will require the contracted domestic realized price to increase by at least 10% in 2019 and remain stable in 2020, according to the rating agency. NEOVASC INC: Reducer Included in ESC Practice Guidelines -------------------------------------------------------- Neovasc, Inc.'s Reducer for the treatment of patients suffering from refractory angina has been added to the European Society of Cardiology (ESC) Practice Guidelines. The ESC now recommends that the Reducer might be considered for the treatment of patients with angina, refractory to medical and interventional therapies. The announcement was made at the ESC Congress 2019 in Paris, France. ESC Guidelines summarize and evaluate all available scientific evidence with the aim of assisting physicians in selecting the best evidence-based therapies and management strategies for an individual patient with a given condition. This set of recommendations takes into account the impact on outcomes, as well as the risk-benefit ratio of a particular diagnosis or therapy, as reflected in the available scientific data. ESC Guidelines represent the official position of the European Society of Cardiology on a given topic and are regularly updated. "We are honored that our Reducer has been added to the Guidelines of the ESC, one of the most prestigious and influential cardiology-related organizations in the world," said Professor Shmuel Banai, M.D., Medical Director of Neovasc. "The addition of the Reducer to the ESC Guidelines is a reflection of the substantial amount of high-quality clinical evidence published to date in scientific medical literature supporting the safety and efficacy of the Reducer in treating refractory angina and improving quality of life for patients. We are also pleased with the significant place that microvascular angina is taking in the ESC Guidelines and believe that this is indicative of the unmet need for patients suffering from angina without obstructive coronary artery disease." "We are very excited that, for the first time, the ESC has expressed its clear support for our therapy, and view this as a significant milestone for our Reducer program for the treatment of patients with refractory angina," said Fred Colen, CEO of Neovasc. "This ESC recommendation is an important step towards the establishment of the Reducer as a standard of care for the treatment of patients with refractory angina. The ESC recommendation represents critical third-party validation regarding the potential of the Reducer to safely and effectively treat patients with refractory angina. We are confident that our Reducer therapy represents one of the most promising alternatives for patients with refractory angina." Importantly, the Reducer was the only non-pharmaceutical treatment included in the "Major New Recommendations" section of the 2019 ESC Guidelines. In addition, the Reducer enters the ESC Guidelines at the highest recommendation class for therapies addressing refractory angina. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015, and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada and Europe. Neovasc reported a net loss of US$108.04 for the year ended Dec. 31, 2018, compared to a net loss of US$22.90 million for the year ended Dec. 31, 2017. As of March 31, 2019, Neovasc had US$16.09 million in total assets, US$18.89 million in total liabilities, and a total deficit of US$2.80 million. Grant Thornton LLP, in Vancouver, BC, the Company's auditor since 2002, issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company incurred a net loss of US$108.04 million during the year ended Dec. 31, 2018, and as of that date, the Company's liabilities exceeded its assets by US$9.67 million. These conditions, along other matters, raise substantial doubt about the Company's ability to continue as a going concern. NINE ENERGY: S&P Lowers ICR to 'B-' on Weaker Sector Conditions --------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on Nine Energy Service to 'B-' from 'B' and the rating on the unsecured notes due 2023 to 'B-' from 'B'. The recovery rating remains '4', reflecting S&P's expectation of average (30%-50%, rounded estimate: 45%) recovery in the event of a payment default. The downgrade is primarily driven by S&P's expectation for declining revenue and margins in the second half of 2019 amid reduced E&P activity and pricing pressure from intensifying competition among oilfield servicers. S&P expects the combination of more disciplined E&P spending and commodity price volatility will continue to weigh on OFS performance in the next 12-plus months, with a pronounced impact on undifferentiated business lines and operations in natural gas-oriented basins. While Nine's completion tool and cementing businesses (together these comprised 48% of revenue in the first half of 2019) have performed well, more saturated service lines like wireline, coiled tubing, and well services are facing increasing pricing pressure, especially in gassy plays like the Haynesville and Marcellus/Utica – where Nine sources approximately 30% of revenue. As it looks ahead to 2020, S&P believes the company's ability to restore EBITDA margin to the high-teens will depend on the initial success and market penetration rate of new lower-cost completion tools including a low-temperature dissolvable frac plug as well as high-temp dissolvable and composite tools. Accordingly, S&P has revised its assessment of business risk to incorporate weaker demand for Nine's more commoditized services and uncertainty related to the impact from new tools. It has also taken other factors into account such as Nine's market share in dissolvable plugs, its solid customer base and capital-light model. The stable outlook on Nine Energy Service reflects S&P's view that the company will maintain at least adequate liquidity and credit measures in line with its expectations such that FFO to debt averages above 20% over the next 12 months and debt to EBITDA averages below 3x. S&P believes Nine's focus on completion tools and relatively low capital spending requirements will support these expectations. "We could lower the ratings if liquidity deteriorates, we believe the capital structure is unsustainable, or if there is heightened refinancing risk or likelihood of a distressed debt exchange. A weaker-than-expected industry environment, operational underperformance, or product obsolescence would be the most likely causes," S&P said. "We could consider an upgrade if the company increases its scale and further diversifies its operations internationally or meaningfully improves financial leverage with sustained FFO to debt averaging above 30%. The company would also need to maintain adequate liquidity," S&P said, adding that this could occur if E&P activity is stronger than it currently anticipates or if Nine's margins exceed the rating agency's expectations. NOAH OPERATIONS: Parsons Behle & Latimer Represents TIC Owners -------------------------------------------------------------- In the Chapter 11 cases of Noah Operations Richardson TX, LLC, Noah Operations Sugarland TX, LLC; Noah Operations Chandler AZ, LC; and Noah Corporation, a Utah Corporation., the law firm of Parsons Behle & Latimer submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing the Ad Hoc Committee of TIC Owners of Noah's Chesapeake, and the Ad Hoc Committee of TIC Owners of Noah Birmingham. As of Aug. 26, 2019, the members of the Chesapeake Committee are as follows: (1) Robert T. Boaks All for Him Investments, LLC (2) Taylor Boaks Expo Land Corp. (3) Elizabeth Bradley Horizon Management, LLC (4) Frederic Jay Gregory Petersen Lake Hill Ranch, LP (5) Lynn E. Gregory Piraino Enterprises, LLC (6) Steve Headley Provident Trust Group LLC f/b/o Krishnan S. Anand IRA (7) Leslie Headley REG Real Estate & Investment, LLC (8) Steven Alan Henry The Fred Jacob Living Trust (9) Steven LaRoza Debra LaRoza The members of the Birmingham Committee are as follows: (a) Gloucester Medical Real Estate Holds, LLC Cattin Trust dated October 4, 1990 (b) Piraino Family Trust Ralph Reeder (c) David Osvog The Firm also represents the Sterns Family Limited Partnership and Steven Abernathy solely with respect to the Sterns Family Limited Partnership's ownership interest in the Noah's property located at High Point, North Carolina, and for no other matter. The Firm formerly represented Sentinel Sales & Management as agent for certain TIC owners of the properly located in Richardson, Texas, with respect to the chapter 11 case of Debtor Noah Operations Richardson TX LLC and the TIC Owners' attempt to evict that Debtor from the premises, and to observe and represent the interests of TIC owners of Sentinel-managed properties generally following administrative consolidation. The Firm no longer represents Sentinel in any capacity in these cases. Counsel for Certain TIC Owners and Ad Hoc Committees of TIC Owners can be reached at: PARSONS BEHLE & LATIMER Brian M. Rothschild, Esq. 201 South Main Street, Suite 1800 Salt Lake City, UT 84111 Telephone: (801) 532-1234 Facsimile: (801) 536-6111 E-mail: BRothschild@parsonsbehle.com A copy of the Rule 2019 filing from PacerMonitor.com is available at https://is.gd/4WELea About Noah Operations Noah Operations Richardson -- https://www.noahseventvenue.com/ -- offers venues for important events, including weddings, corporate meetings, anniversaries, birthdays, and reunions. Noah Operations Richardson TX, LLC, a company based in Lehi, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 19-23492) on May 15, 2019. 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 William Bowser, president of sole member Noah Corporation. The Hon. William T. Thurman oversees the case. T. Edward Cudick, Esq., at Prince Yeates & Geldzahler, APC, serves as the Debtor's bankruptcy counsel. NORTHPOINTE GROUP: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of The Northpointe Group LLC as of Aug. 27, according to a court docket. About The Northpointe Group The Northpointe Group LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 19-07900) on June 26, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. The case has been assigned to Judge Daniel P. Collins. The Debtor is represented by Barski Law PLC. NOVABAY PHARMACEUTICALS: Armistice Has 6.9% Stake as of Aug. 9 -------------------------------------------------------------- Armistice Capital, LLC, Armistice Capital Master Fund Ltd., and Steven Boyd disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Aug. 9, 2019, they beneficially own 1,747,944 shares of common stock of Novabay Pharmaceuticals, Inc., representing 6.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/ZYqMGc About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, NEUTROPHASE for wound care market, and CELLERX for the aesthetic dermatology market. The Aganocide compounds, still under development, have target applications in the dermatology and urology markets. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $9.87 million in total assets, $8.20 million in total liabilities, and $1.66 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Creates New Class of Preferred Stock ------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. filed with the Delaware Secretary of State the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock that created its new Series A Convertible Preferred Stock, authorized 2,700,000 shares of Preferred Stock and designated the preferences, rights and limitations of the Preferred Stock, a summary of which is as follows: Rank The Preferred Stock will rank: * on par with the Company's common stock; * senior to any class or series of the Company's capital stock hereafter created specifically ranking by its terms junior to the Preferred Stock; and * junior to any class or series of the Company's capital stock hereafter created specifically ranking by its terms senior to the Preferred Stock, in each case, as to dividends or distributions of assets upon the Company's liquidation, dissolution or winding up whether voluntarily or involuntarily. Conversion Each share of Preferred Stock shall be convertible into one share of the Company's common stock immediately upon stockholder approval of such conversion at a conversion price of $1.00. Prior to stockholder approval, the Preferred Stock is non-convertible. As such, the Preferred Stock is convertible into an aggregate of 2,700,000 shares of the Company's common stock. The Preferred Stock does not contain any price-based anti-dilution protection. The Company has agreed to hold a Special Meeting of Stockholders no later than 60 days after the closing of the Preferred Private Placement to receive stockholder approval of the conversion of the Preferred Stock. Liquidation Preference In the event of the Company's liquidation, dissolution or winding up, holders of Preferred Stock will be entitled to receive the same amount that a holder of common stock does. Voting Rights Shares of Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the majority of holders of the outstanding Preferred Stock will be required to: (i) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the certificate of designation of the Preferred Stock, (ii) amend the Company's certificate of incorporation or bylaws in any way that adversely affects the rights of the holders of Preferred Stock and (iii) increase the number of authorized shares of Preferred Stock. Dividends Holders of Preferred Stock are entitled to receive, and the Company is required to pay, dividends on shares of the Preferred Stock equal (on an as if converted to common stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Preferred Stock is not entitled to any other dividends. Redemption The Company is not obligated to redeem or repurchase any shares of Preferred Stock. Shares of Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Listing There is no established public trading market for the Preferred Stock, and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the Preferred Stock on any national securities exchange or trading system. Fundamental Transactions If, at any time that shares of Preferred Stock are outstanding, the Company effects a merger or other change of control transaction, as described in the Certificate of Designations and referred to as a fundamental transaction, then a holder will have the right to receive, upon any subsequent conversion of a share of Preferred Stock (in lieu of Conversion Shares) for each issuable Conversion Share, the same kind and amount of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of common stock. About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com/-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, NEUTROPHASE for wound care market, and CELLERX for the aesthetic dermatology market. The Aganocide compounds, still under development, have target applications in the dermatology and urology markets. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $9.87 million in total assets, $8.20 million in total liabilities, and $1.66 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Empery Reports 8.4% Stake as of Aug. 9 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of NovaBay Pharmaceuticals, Inc.'s securities as of Aug. 9, 2019: A. Empery Tax Efficient II, LP Aggregate Amount Beneficially Owned: 1,293,847 shares of Common Stock 1,293,847 shares of Common Stock issuable upon exercise of Warrants Percent of Class: 5.19% B. Empery Asset Management, LP Aggregate Amount Beneficially Owned: 2,098,566 shares of Common Stock 2,098,566 shares of Common Stock issuable upon exercise of Warrants Percent of Class: 8.42% C. Ryan M. Lane Aggregate Amount Beneficially Owned: 2,098,566 shares of Common Stock 2,098,566 shares of Common Stock issuable upon exercise of Warrants Percent of Class: 8.42% D. Martin D. Hoe Aggregate Amount Beneficially Owned: 2,098,566 shares of Common Stock 2,098,566 shares of Common Stock issuable upon exercise of Warrants Percent of Class: 8.42% The percentages are based on 24,931,310 shares of Common Stock issued and outstanding as of Aug. 8, 2019, as represented in the Company's Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on Aug. 9, 2019 and assumes the exercise of the Company's reported warrants subject to the Blockers. Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock, and the percentage for each Reporting Person gives effect to the Blockers. Consequently, as of Aug. 9, 2019, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blockers. A full-text copy of the regulatory filing is available for free at: https://is.gd/WJWOff About NovaBay Pharmaceuticals Based in Emeryville, California, NovaBay Pharmaceuticals -- http://www.novabay.com-- is a biopharmaceutical company focusing on commercializing and developing its non-antibiotic anti-infective products to address the unmet therapeutic needs of the global, topical anti-infective market with its two distinct product categories: the NEUTROX family of products and the AGANOCIDE compounds. The Neutrox family of products includes AVENOVA for the eye care market, NEUTROPHASE for wound care market, and CELLERX for the aesthetic dermatology market. The Aganocide compounds, still under development, have target applications in the dermatology and urology markets. Novabay reported a net loss and comprehensive loss of $6.54 million for the year ended Dec. 31, 2018, compared to a net loss and comprehensive loss of $7.40 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $9.87 million in total assets, $8.20 million in total liabilities, and $1.66 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" opinion in its report dated March 29, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has experienced operating losses for most of its history and expects expenses to exceed revenues in 2019. The Company also has recurring negative cash flows from operations and an accumulated deficit. All of these matters raise substantial doubt about its ability to continue as a going concern. ODES INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Odes Industries, LLC f/d/b/a Odes UTVS, LLC 2324 E Loop 820 N Fort Worth, TX 76118 Business Description: Odes Industries LLC is an all-terrain vehicle (ATV) manufacturer in Forth Worth, Texas. Chapter 11 Petition Date: August 31, 2019 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 19-43582 Judge: Hon. Edward L. Morris Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mike Smith, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-43582.pdf OHIO VALLEY ELECTRIC: S&P Lowers Revenue Bond Rating to 'BB+' ------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on the debt issue listed below to 'BB+' from 'A/A-1' because the bonds have been remarketed without letter-of-credit (LOC) support: -- US$25 million air quality revenue bonds series 2009D due Feb. 1, 2026, issued by Ohio State Air Quality Development Authority The 'BB+' rating on these bonds reflects the rating on obligor Ohio Valley Electric Corp.'s (OVEC) (BB+/Negative/--) senior unsecured debt obligations. In addition S&P assigned a '3' recovery rating to these bonds, reflecting its expectation for a meaningful recovery (50%-70%; rounded estimate 55%) in a simulated default scenario. OPTIV INC: S&P Cuts ICR to CCC+ on Weakening Credit Metrics ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Optiv Inc. to 'CCC+' from 'B-'. Concurrently, S&P lowered its issue-level ratings on Optiv's first-lien term loan to 'CCC+' from 'B-' and the company's second-lien term loan to 'CCC-' from 'CCC'. The downgrade reflects S&P's view of Optiv's weakened credit metrics, with revenue decline expected in the mid-single-digit percentages in 2019, adjusted leverage above 10x, and free cash flow generation of less than $10 million during fiscal 2019. The downgrade is also driven by Optiv's worsening business metrics, as it has significantly underperformed the expanding security information technology (IT) space, faced sales force turnover issues during late 2018 and early 2019, as well as challenges with converting sales pipeline opportunities. The stable outlook reflects S&P's view that despite weaker than expected performance in its security services segment and ongoing sales force turnover, Optiv has adequate liquidity on its asset-based loan (ABL) and no near-term maturities, allowing adequate time to reverse performance trends and improve financial metrics. "Although unlikely over the near term given adequate liquidity on its ABL, we would consider a downgrade if we view Optiv to be vulnerable to nonpayment within the next 12 months, either through a distressed exchange, reorganization of the capital structure, or missed interest payment," S&P said. This could happen if the company generates sustained negative free cash flow due to stiffer than expected competition and deterioration of the macro and IT spending environment. "We would upgrade Optiv to 'B-' if it increases its security services revenues on a sustained basis, while maintaining current margins, improving adjusted leverage to under 9x, and generating sustained positive free cash flow less debt amortization, thereby demonstrating long-term sustainability of the capital structure," the rating agency said. ORIGIN AGRITECH: Regains Compliance with NASDAQ Listing Rules ------------------------------------------------------------- Origin Agritech Ltd. has regained full compliance with NASDAQ listing rules. On June 5, 2019, the Company was notified by the NASDAQ Stock Market that it was not in compliance with the NASDAQ listing rules regarding the minimal requirements for stockholders' equity. The non-compliance was determined based on the balance sheet of Sept. 30, 2018, in the Annual Report on Form 20-F for fiscal year 2018 filed on June 3, 2019. Since Sept. 30, 2018, the Company increased its stockholder's equity mainly through an equity financing in January 2019. The Company also applied to change from the NASDAQ Global Select Market to the NASDAQ Capital Market, the application for which was approved and trading on NASDAQ Capital Market for the ordinary shares of the Company commenced Aug. 19, 2019. The Company regained full compliance with the listing standards of NASDAQ. About Origin Founded in 1997 and headquartered in Zhong-Guan-Cun (ZGC) Life Science Park in Beijing, Origin Agritech Limited (NASDAQ GS: SEED) -- http://www.originseed.com.cn/-- is an agricultural biotechnology company, specializing in crop seed breeding and genetic improvement, seed production, processing, distribution, and related technical services. Origin operates production centers, processing centers and breeding stations nationwide with sales centers located in key crop-planting regions. Product lines are vertically integrated for corn, rice and canola seeds. Origin Agritech reported a net loss of RMB152.79 million for the year ended Sept. 30, 2018, following a net loss of RMB106.26 million for the year ended Sept. 30, 2017. BDO China Shu Lun Pan Certified Public Accountants LLP, in Shenzhen, The People's Republic of China, the Company's auditor since 2011, issued a "going concern" qualification in its report dated June 3, 2019, on the Company's consolidated financial statements for the year ended Sept. 30, 2018, citing 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. PALM FROND: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Palm Frond Condominium Association, Inc., according to court dockets. About Palm Frond Condominium Association Inc. Palm Frond Condominium Association, Inc. filed a voluntary Chapter 7 petition (Bankr. M.D. Fla. Case No. 19-04954) on May 25, 2019. The case was converted to one under Chapter 11 on July 15, 2019. The case has been assigned to Judge Caryl E. Delano. The Debtor is represented by David A. Ray, Esq. PANGEA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Pangea Industries, Inc. f/b/d/a Leblanche Industries, Inc. 910 Pinafore Ln Houston, TX 77039-1416 Business Description: Pangea Industries Inc. is fabrication service provider that specializes in supplying an array of services to major and independent companies in the oil and gas, and maritime industries. Chapter 11 Petition Date: September 2, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Case No.: 19-34985 Judge: Hon. Marvin Isgur Debtor's Counsel: Michael L. Hardwick, Esq. MICHAEL HARDWICK LAW, PLLC 2200 North Loop West, Suite 116 Houston, TX 77018 Tel: 832-930-9090 E-mail: michael@michaelhardwicklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marco Pesquera, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txsb19-34985_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb19-34985.pdf PATRICE M. TORRENCE: Clinic OK'd to Use Cash Through Sept. 17 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida approves on a final basis the motion of Patrice M. Torrence DPM, LLC, to use cash collateral to Sept. 17, 2019. As adequate protection to secured creditors, the Debtor will pay Ocean Bank a total of $2,238. The Court further rules that: * the Debtor will not pay any personal expenses of its officers or agents out of the DIP account; and * there will be a carve-out in the budget for fees due to the Clerk of Court or the U.S. Trustee. Non-compliance by the Debtor of the terms of the Court order will constitute default, which the Debtor must cure within 72 hours after Ocean Bank will have notified the Debtor’s counsel via email at john@cvhlawgroup.com Failure to cure the default would restrict the Debtor’s use of cash collateral until further Court order. About Patrice M Torrence Patrice M. Torrence DPM, LLC, is a privately held company in Lauderhill, Florida. It is owned by Dr. Patrice Torrence, a practicing podiatric medicine doctor. Patrice M. Torrence DPM, LLC, filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-12804) on March 1, 2019, listing under $1 million in both assets and liabilities. Van Horn Law Group, P.A., led by founding partner Chad Van Horn, is the Debtor's counsel. PATRIOT PEST: Files New Plan, Disclosure Statement -------------------------------------------------- Patriot Pest Management, Inc., filed an original Chapter 11 Plan and accompanying Disclosure Statement on July 8, 2019. A Motion for Conditional Approval of the Disclosure Statement was also filed on that date. The Court entered its Order Conditionally Approving the Disclosure Statement on July 10, 2019. The Debtor withdrew all three documents on August 12, after receiving information that resulted in the need for a new Disclosure Statement and Plan with a new Disclosure Statement. This new Disclosure Statement, therefore has been prepared and filed with the Court. Class 6 - Claims of General Unsecured Creditors are impaired. Such Class shall be paid a percentage of their allowed Claims without interest after the Effective Date as set forth in this Plan of Reorganization. Class 1 - Administrative Claims. Each holder of such Class will receive: (ii) if such Class has accepted the Plan, deferred cash payments of a value, as of the effective date of the Plan, equal to the allowed amount of such claim, or if such Class has not accepted the Plan, cash on the effective date of the Plan equal to the allowed amount of such claim. Class 2 - Priority Claims. The holder of such claim will receive on account of such claim regular installment payments in cash, (ii) of a total value, as of the effective date of the plan, equal to the allowed amount of such claim; (ii) over a period ending not later than 5 years after the date of the order for relief under 1301 302, or 303; and (iii) in a manner not less favorable than the most favored nonpriority unsecured claim provided for by the plan (other than cash payments made to a class of creditors under '1 122(b). Class 3(A)-(G) - Secured Claims held by creditors with security interests in real and/or personal property, including stock, shall be paid in monthly installments beginning on the Effective Date of the Plan and continuing until such time they are paid in full, unless the collateral security these debts is to be surrendered, in which case any deficiency shall be treated as an unsecured claim. If property upon which a lien or mortgage has been perfected is sold, then the value of such allowed secured claims shall be paid from proceeds of the sale in the order of priority according to 11 U.S.C. 1363 and all other applicable sections of the Code. Class 4 - Judgment Creditor Claims and Mechanics Liens. If property upon which a judgement has been perfected is sold, then such Class shall be paid their allowed Claims without interest from any proceeds remaining from the sale of that property to which any judgment lien attached, in the order of the date of filing of judgment liens, but only after all Class 3 Claims secured by such property have been paid in full. Otherwise, judgement creditors shall be paid in monthly installments beginning on the Effective Date of the Plan and continuing until such time as they are paid in full. Class 5 - Executory Contracts and Unexpired Leases are impaired. All Contracts which existed as of the Filing Date between the Debtors and any individual or entity, whether such contract be in writing or oral, which have not heretofore been rejected by Final Order or in the Plan of Reorganization, are hereby specifically accepted. Any person or entity claiming rights under an executory contract or unexpired lease rejected pursuant to the provisions of this Article or 11 U.S.C. Section 365 shall have thirty (30) days after the Confirmation Date to file a proof of claim, or such additional time as the Court, before that date, may allow. Class 7 - Equity ownership are impaired. This class will receive no monies; however, the stock ownership if the debtor is a corporation, by members of this Class shall be retained. If the debtor is not a corporation, then equity ownership will include partnership property if the debtor is a partnership or any interest in personal or real property of the debtor if the debtor is an individual. If the debtor is a limited liability company, then equity includes ownership and management rights, which the principals will continue to control. Therefore, the average profit reflected since the filing of this chapter 11 case equals $1,495.75. Combining the average monthly profit with the per month secured payments the debtor has already been paying, should allow the debtor to fund its proposed chapter 11 plan and continue to pay its quarterly fees to the US Trustee as required by statute. A full-text copy of the Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/y4zb3o45 from PacerMonitor.com at no charge. Attorney for Debtor: Robert H. Cooper, Esq. The Cooper Law Firm 150 Milestone way, Suite B Greenville, SC 29615 864-271-9911 phone 864-232-5236 facsimile rhcooper@thecooperlawfirm.com About Patriot Pest Management Inc. Patriot Pest Management, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 19-00248) on Jan. 11, 2019. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. The case is assigned to Judge Helen E. Burris. The Cooper Law Firm is the Debtor's legal counsel. PAYLESS HOLDINGS: Wins Support of Term Loan Lenders, Axar --------------------------------------------------------- Payless ShoeSource Inc., together with 26 of its affiliates, filed a first amended plan of reorganization and accompanying disclosure statement. The Plan is supported by certain term lenders under the Debtors' Prepetition Term Loan Facility, Axar Capital Management, and Alden Global Capital. The Axar Entities and the Alden Entities have entered into the Cash Election Commitment Agreement, pursuant to which (i) Axar has committed to make the Axar Cash Election Payment, and (ii) with respect to any amount by which the aggregate amount of the Cash Election to be paid to the Cash Electors under the Plan exceeds the Axar Cash Election Payment, (a) the Alden Entities shall have an option to fund up to 50% of such amount, and (b) the Axar Entities shall fund 50% of such amount plus any amount for which the Alden Entities do not exercise the option to fund. On the Effective Date, the Axar Entities and the Alden Entities shall receive, as applicable, the New Common Units that each Tranche A-2 Term Loan Lender that makes the Cash Election would have received had such Tranche A-2 Term Loan Lender not made the Cash If the Plan is confirmed, Payless will emerge from these Chapter 11 Cases with approximately [89]% less funded debt. Payless' pro forma exit capital structure will consist of a New First Lien Facility and New Second Lien Facility, and New Common Units in Reorganized Holdings. Specifically, the Plan contemplates the following restructuring transactions: * New First Lien Facility and New Second Lien Facility. * Each Holder of a Tranche A-1 Term Loan Secured Claim will receive its pro rata share of [$67,000,000] in Cash. * Each Holder of a Tranche A-2 Term Loan Secured Claim will receive its Pro Rata share of 100% of New Common Units, unless such Holder exercises the Cash Election. * Each Holder of a General Unsecured Claim will receive its Pro Rata share of the Liquidating Trust. Distributable Assets.5 * All Equity Interests in Payless Holdings LLC will be extinguished with no consideration paid. Class 5 - General Unsecured Claims are impaired. Each holder of any such Claim shall receive its pro rata share if Class 5 votes to accept the Plan, the Liquidating Trust Distributable Assets, which shall consist of $4 million Cash and the Liquidating Trust Note, less the Liquidating Trust Expenses and any deductions pursuant to the Liquidating Trust Assets Deduction Procedures; or if Class 5 votes to reject the Plan, the Liquidating Trust Distributable Note, less the Liquidating Trust Expenses and any deductions pursuant to the Liquidating Trust Assets Deduction Procedures. Provided further that, if Class 5 votes to reject the Plan, the Tranche A-1 Term Loan Deficiency Claims and the Tranche A-2 Term Loan Deficiency Claims shall receive distributions under Class 5 of the Plan, and the Liquidating Trustee shall reconcile the Class 5 Claims and pay all expenses related thereto pursuant to Article VII.B of the Plan. Class 3 - Tranche A-1 Term Loan Claims are impaired. On the Effective Date, each holder of an Allowed Tranche A-1 Term Loan Claim shall receive, in full satisfaction, settlement, release and discharge of, and in exchange for such Claim, its pro rata share of [$67,000,000] in Cash. Class 4 - Tranche A-2 Term Loan Secured Claims are impaired. On the Effective Date, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Tranche A-2 Term Loan Secured Claim, each holder of Tranche A-2 Term Loan Secured Claim shall receive its pro rata share of 100% of the New Common Units, unless such Holder exercises the Cash Election at the time of voting on the Plan, in which case such Holder shall receive Cash in the amount of 10% of such Holder’s allowed Tranche A-2 Term Loan Secured Claim in lieu of receiving New Common Units under the Plan. Class 6 - Intercompany Claims. Each Intercompany Claim shall either be (a) reinstated as of the Effective Date or (b) cancelled, in which case no distribution shall be made on account of such Intercompany Claim, in each case as determined by the Debtors. Class 7 - Existing Equity Interests in Payless are impaired. All Existing Equity Interests in Payless, whether represented by stock, preferred share purchase rights, warrants, options, membership units or otherwise, will be cancelled, released, and extinguished and the Holders of such Existing Equity Interests will receive no distribution under the Plan on account thereof. Class 8 - Intercompany Interests. Each Intercompany Interest shall either be (a) reinstated as of the Effective Date or (b) cancelled, in which case no distribution shall be made on account of such Intercompany Interest, in each case as determined by the Debtors. The Cash necessary for the Reorganized Debtors to make Cash payments required pursuant to the Plan will be funded from three sources: (1) proceeds from the New First Lien Facility and New Second Lien Facility; (2) Cash on hand as of the Effective Date; and (3) cash from the Axar Cash Election Payment and any other Cash to be paid by the Axar Entities and the Alden Entities under the Cash Election Commitment Agreement. The Disclosure Statement Objection Deadline shall be September 9, 2019 at 12:00 p.m. (prevailing Central Time). A full-text copy of the Amended Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/y5gktlqg from PacerMonitor.com at no charge. Co-Counsel to the Debtors are Ira Dizengoff, Esq., Meredith A. Lahaie, Esq., and Kevin Zuzolo, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; Julie Thompson, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C.; and David Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. Counsel to the Debtors and Debtors in Possession, acting at the direction of the Special Committee are Richard W. Engel, Jr., Esq., Erin M. Edelman, Esq., and John G. Willard, Esq., at Armstrong Teasdale LLP, in St. Louis, Missouri; and John R. Ashmead, Esq., Robert J. Gayda, Esq., and Catherine V. LoTempio, Esq., at Seward & Kissel LLP, in New York. About Payless Holdings Payless -- http://www.payless.com-- was founded in 1956 as an everyday footwear retailer. It has more than 4,000 stores in more than 30 countries, and employs approximately 22,000 people. It is headquartered in Topeka, Kansas, but its operations span across Asia, the Middle East, Latin America, Europe, and the United States. Payless first traded publicly in 1962, and was taken private in May 2012. Payless Holdings, LLC currently owns, directly or indirectly, each of its 91 subsidiaries. Payless Holdings LLC (Bankr. E.D. Mo. Case No. 17-42267) and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on April 4, 2017. The petitions were signed by Paul J. Jones, chief executive officer. At the time of the filing, the Debtors estimated their assets at $500 million to $1 billion and liabilities at $1 billion to $10 billion. The Debtors hired Guggenheim Securities LLC as financial advisor and investment banker; Alvarez & Marsal North America LLC as restructuring advisor; Prime Clerk LLC as claims, balloting and administrative agent; and Osler, Hoskin & Harcourt LLP as CCAA counsel. Cassels Brock & Blackwell LLP serves as counsel in the CCAA proceedings while Seward & Kissel LLP serves as counsel for the Debtors' independent managers. The Office of the U.S. Trustee on March 1 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Payless Holdings LLC and its affiliates. The Committee retained Pachulski Stang Ziehl & Jones LLP as lead counsel, Province, Inc., as financial advisor, and Back Bay Management Corporation and its division, The Michel-Shaked Group, as expert consultant and Dr. Israel Shaked as expert witness. PES HOLDINGS: Founder Rinaldi, SG Preston Interested in Refinery ---------------------------------------------------------------- According to reports, Philip Rinaldi, the retired founder, chairman and CEO of Philadelphia Energy Solutions LLC is planning to acquire PES's shuttered refinery and reopen it. Another entity, Philadelphia-based biofuels producer SG Preston, is also reportedly in talks to buy the refinery, according to Reuters. Ex-CEO Rinaldi said in a statement that he has formed a new company -- Philadelphia Energy Industries -- to try to acquire PES. Rinaldi's company and RNG Energy have entered into a mutual "cooperation agreement" to make renewable fuels and other green energy projects if the newly formed company acquires the 1,300-acre refinery. "We can reinvigorate the site as an economic juggernaut that generates billions of dollars of revenue and provides thousands of high-paying jobs for our skilled professional and labor workforce," Mr. Rinaldi said in a release. RNG Energy, a successor to renewable energy company AgEnergy, specializes in producing renewable energy through its anaerobic digesters. Meanwhile, according to Reuters, SG Preston is interested in taking over operations of the PES refinery. SG Preston plans to transform the refinery into a plant that would produce biodiesel, marine diesel and jet fuel. The company was reportedly in talks with local unions and city economic development officials about its plans for the refinery. An acquisition of the assets of PES is subject to approval of the U.S. Bankruptcy Court in Wilmington, Delaware. PES announced the refinery’s closure earlier this summer following a catastrophic explosion and fire that left much of it damaged. It later sought Chapter 11 protection in July 2019, just a year after emerging from a prior bankruptcy. The Philadelphia Business Journal recounts that the PES refinery produced more than one-third of the gasoline consumed on the East Coast, and more than 1,000 workers were laid off as a result of the closure. Mr. Rinaldi, according to the Journal, retired from PES in March 2017. He led PES when Carlyle Group, the equity firm that owns the company, purchased the Sunoco refineries in South Philadelphia. About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. On Jan. 21, 2018, the Debtors filed petitions for relief under the Bankruptcy Code, and emerged from bankruptcy in August the same year. On June 21, 2019, the Debtors suffered a historic, large-scale, catastrophic incident involving an explosion at the alkylation unit at their Girard Point refining facility. Following the incident, the refinery has not been operational and will require an extensive rebuild. As a result of the explosion, PES Holdings, LLC, along with seven subsidiaries, including PES Energy, returned to Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The Official Committee of Unsecured Creditors formed in the case has retained Conway MacKenzie, Inc., as financial advisor; Elliott Greenleaf, P.C., as Delaware counsel; and Brown Rudnick LLP as bankruptcy counsel. PES HOLDINGS: Union OKs Caretaker Staff for Idled Refinery ---------------------------------------------------------- PES Holdings LLC, et al., said in a court filing Aug. 29, 2019, that they have reached an agreement with the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO, CLC, and its Philadelphia Local 10-1 (the "Union") on a modification and extension of their current collective bargaining agreement. Accordingly, the Debtors seek authority to enter into and perform under the terms of a memorandum of understanding dated as of Aug. 22, 2019, with the Union. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, explains that in light of the impending Sept. 8, 2019 expiration of the CBA and the necessary, substantial alterations to the Debtors' workforce needs in the wake of the catastrophic incident at Girard Point on June 21, 2019, the Debtors and the Union have bargained in good faith on the terms of a modification and extension of the CBA, as detailed in the MOU. According to Ms. Jones, the Debtors and the Union exchanged a series of proposals for such modification and extension that culminated in the MOU. Approval of the Debtors' entry into the MOU would preserve, on mutually acceptable terms, those jobs necessary to safely operate the Debtors' refinery complex in "caretaker" mode while the Debtors move forward with a marketing process to identify a value-maximizing path forward. The MOU contemplates a go-forward staffing plan for the refinery complex comprised of a caretaking crew consisting of both bargaining unit and non-bargaining unit employees to perform those caretaking assignments needed to operate the refinery complex in a safe, idle state. As part of this understanding, the MOU contains substantial modifications to the CBA, including the relaxing of strict seniority provisions and work jurisdiction rules that would impede the efficient performance of caretaker activities and minimize postpetition grievances, unfair labor practice charges and other potential claims. The MOU will also terminate all employee benefit plans except the 401(k) retirement plan (and other benefits required by applicable law), which will be maintained for all caretaker work employees. In exchange for these and all other modifications of the CBA included in the MOU, caretaker work employees will receive a monthly retention bonus of $4,700 per month for each month of continued employment. The MOU, by its terms, supersedes provisions to the contrary in the CBA and, together with the unchanged provisions of the CBA, constitutes the new CBA between the Company and the Union. The MOU contains various provisions designed to resolve potential disputes between the Debtors and the Union, which will expedite administration of these chapter 11 cases. For example, the MOU includes an Exhibit C memorializing the Union's agreement to (a) withdraw with prejudice certain specified outstanding grievances as of the date of execution of the MOU and (b) hold in abeyance the further processing through the grievance and arbitration procedure of the CBA of other grievances not so withdrawn, which grievances will be resolved, absent a subsequent resolution of the parties, by the Court as claims asserted by the Union. The Debtors have also designed the MOU to reasonably accommodate those employees who will be retained, by agreeing to: (a) allow employees to take time off from work to interview potential employers, (b) refrain from contesting unemployment compensation for those employees who are permanently laid off/terminated as a result of the shutdown, (c) lawfully provide medical records, and (d) provide employment letters noting the Company's decision to indefinitely shut down refining operations. Moreover, the Debtors have scheduled eight days of job fairs involving approximately 30 prospective employers. Further, the MOU creates a Transition Pay Fund in the amount of $2,800,000 to be paid to eligible bargaining unit employees within 15 days following entry of the Order authorizing the Debtors to enter into the MOU. The MOU includes a comprehensive release and waiver by the Union (for and on behalf of itself, and, to the fullest extent permitted by law, on behalf of the bargaining unit employees it represents) of the Debtors and, inter alios, their respective past, present, and future directors, managers, and officers from liability for any claims in existence as of the effective date of the MOU and not otherwise preserved by the MOU or Exhibit C thereto. Most importantly, according to Ms. Jones, the MOU represents a negotiated and consensual resolution between the Debtors and the Union, obviates the need for immediate litigation under Section 1113 of the Bankruptcy Code to obtain modification of the CBA, and will assist and facilitate the safe, efficient operation of the Debtors' refinery complex in "caretaker" mode. About PES Holdings Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. On Jan. 21, 2018, the Debtors filed petitions for relief under the Bankruptcy Code, and emerged from bankruptcy in August the same year. On June 21, 2019, the Debtors suffered a historic, large-scale, catastrophic incident involving an explosion at the alkylation unit at their Girard Point refining facility. Following the incident, the refinery has not been operational and will require an extensive rebuild. As a result of the explosion, PES Holdings, LLC, along with seven subsidiaries, including PES Energy, returned to Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. The Official Committee of Unsecured Creditors formed in the case has retained Conway MacKenzie, Inc., as financial advisor, Elliott Greenleaf, P.C., as Delaware counsel, and Brown Rudnick LLP as bankruptcy counsel. PRAIRIE ECI: S&P Puts 'B+' ICR on Watch Dev. on Take-Private Move ----------------------------------------------------------------- S&P Global Ratings placed its 'BB+' issuer credit and issue-level ratings on Tallgrass Energy Partners L.P. on CreditWatch with negative implications. At the same time, S&P also placed its 'B+' issuer credit and issue-level ratings on holding company Prairie ECI Acquiror L.P. on CreditWatch with developing implications. The rating actions follow Tallgrass Energy's announcement that the board of directors of its general partner received a nonbinding preliminary proposal letter from Blackstone Infrastructure Partners, its partners, and respective affiliates to pursue a take-private transaction for $19.50 cash per Class A share. The board intends to form a conflicts committee and retain independent financial and legal advisers to assist in this process. S&P placed its ratings on holding company Prairie ECI Acquiror on CreditWatch with developing implications to reflect uncertainty around the potential financing of the Tallgrass Energy take-private transaction. Blackstone Infrastructure Partners, its partners, and respective affiliates submitted a nonbinding preliminary proposal to acquire all of TGE's outstanding Class A shares they do not already own for $19.50 cash per share (an approximate 35.9% premium over TGE's closing price on Aug. 27, 2019). S&P intends to resolve the CreditWatch listings on Tallgrass and Prairie when it has additional details as to whether the take-private transaction will be accepted by Tallgrass and the capitalization of the companies will change. PRESBYTERIAN RETIREMENT: Fitch Rates 2019A/B/C Bonds 'BB' --------------------------------------------------------- Fitch Ratings assigned a 'BB' rating to the following bonds issued by the Washington State Housing Finance Commission on behalf of Presbyterian Retirement Communities Northwest Obligated Group (PRCN or Transforming Age): -- $89.7 million nonprofit housing revenue bonds, series 2019A; -- $41.2 million nonprofit housing revenue bonds, series 2019B tax exempt mandatory paydown securities; -- $9.7 million nonprofit housing revenue bonds, series 2019C taxable mandatory paydown securities. In addition, Fitch has downgraded the rating to 'BB' from 'BB+' on the following bonds issued by the Washington State Housing Finance Commission on behalf of PRCN: -- $117.9 million nonprofit housing revenue and refunding revenue bonds, series 2016A; -- $9.4 million taxable nonprofit housing revenue bonds, series 2016B; -- $8.3 million nonprofit housing revenue and refunding revenue bonds, series 2015; -- $7.0 million nonprofit housing revenue and refunding revenue bonds, series 2013. The Rating Outlook is Stable. SECURITY The bonds are secured by the obligated group's (OG) gross revenues, a mortgage on the OG's facilities and debt service reserve funds. KEY RATING DRIVERS LARGE EXPANSION AND CAPITAL SPENDING PLANS: PRCN (doing business as Transforming Age or TA) is progressing on a large scale expansion project at its Skyline campus that includes a 21-story tower with 77 new independent living units (ILU) that costs approximately $116 million. While pre-sales have been good with 48 of the 77 ILUs reserved with 10% deposits, the project entails construction and fill-up risks over a lengthy period of time. HIGH PRO FORMA LONG-TERM LIABILITY PROFILE: After the issuance of the series 2019 bonds, TA's debt position will be high. Pro forma maximum annual debt service (MADS) on permanent debt as a percent of revenues amounted to 29% in fiscal 2018 (Sept. 30 year-end), which is much higher than Fitch's below investment grade median of 16.5%. Debt to net available slightly weakened over the past few years mostly due to lower net entrance fee receipts. Debt to net available measured 10.3x in fiscal 2018 and 8.4x for the first nine months of fiscal 2019, weaker than the 5.4x figure PRCN posted in 2016. Fitch expects TA's long-term liability profile to strengthen due to the additional revenue and cash flow that is projected to be generated from the Skyline expansion project. SOLID OPERATING PROFILE: TA includes three senior living facilities located in the Seattle metropolitan area, which has strong service area characteristics and favorable demographic indicators. TA also enjoys a diverse product mix with life care, modified and monthly senior housing and care options for residents. Demand has been strong with ILU and assisted living unit (ALU) occupancy averaging a respective 97% and 93% during fiscal 2018 and a respective 96% and 96% for the first nine months of fiscal 2019. MIXED FINANCIAL PROFILE: Operating performance remains narrow with the operating ratio largely above 100% and the net operating margin measuring 3.5% in fiscal 2018 and 5.1% for the nine month unaudited period ending June 30, 2019. As expected, liquidity strengthened over the past few years with unrestricted cash and investments amounting to $41.6 million or 319 days cash on hand (DCOH) as of June 30, 2019. Cash-to-debt also improved but remains modest at nearly 26% as of June 30, 2019. ASYMMETRIC RISK CONSIDERATIONS: There are no asymmetric risk considerations affecting the rating determination. RATING SENSITIVITIES PROJECT MANAGEMENT: The rating incorporates the risks relating to the Skyline expansion project. An appropriate amount of capitalized interest and contingency funds should produce rating stability over the next several years. Middle term rating pressure would arise from construction delays, cost overruns, higher than expected working capital requirements, or occupancy and fill-up levels that lag projections. FINANCIAL PROFILE: Given the relatively lengthy time frame of the ILU expansion project, upward rating movement is not anticipated during the outlook period. Beyond the two year outlook period, successful project completion and fill-up, coupled with temporary debt reduction that is in line with forecasts, could produce positive rating action. CREDIT PROFILE In October 2016, PRCN was renamed Transforming Age to better reflect the organization's mission and values and plan to expand its geographic reach and offer more senior housing options beyond the Pacific Northwest. The PRCN OG now does business as Transforming Age Seattle OG. The OG includes TA and three senior living facilities - Park Shore, Skyline, and Fred Lind Manor, all located in the Seattle metropolitan area. Park Shore is a Type B life plan community (LPC) located in the Madison Park neighborhood in Seattle on Lake Washington. Park Shore was built in 1963 and currently has 102 ILUs, 28 ALUs and a 28-bed SNF. Park Shore offers non-refundable and 50% refundable entrance fee residency agreements for its ILU residents and 90% refundable residency contracts for several adjacent condominium units that it has acquired. Skyline is a mostly a Type A LPC located in downtown Seattle and includes 198 ILUs, 48 ALUs, 28 memory care units and 34-bed SNF. Skyline currently offers lifecare residency agreements with an 80% refund or a Type B (modified) plan with an 80% refundable residency contract. Fred Lind Manor affiliated with PCRN in October 2014 and is an 82-unit senior rental community located in the Capitol Hill neighborhood of Seattle. Beginning in fiscal 2019, Fred Lind Manor re-categorized its units to assisted living to better reflect the acuity level of its residents. PRCN used to own another facility, Exeter House, that it sold in May 2016 and those residents were transferred to Fred Lind Manor. In August 2019, TA formed a new not-for-profit corporation, Transforming Age, Inc., for the future purpose of serving as the parent organization of the entire system. The TA board of directors serves as the board of directors for this newly formed corporation. Once Transforming Age, Inc. becomes a tax exempt organization, TA plans to make Transforming Age, Inc. the sole member of all its affiliates including the OG members. To capitalize the new parent entity, management plans to transfer cash of about $5 million during fiscal 2020 and about $10.7 million ($6.6 million of cash and $4.1 million of net assets) during fiscal 2021 from the OG. The 'BB' rating reflects the anticipated corporate restructuring and transfers outside the OG. Additionally, it is anticipated that management staff will be transferred to Transforming Age, Inc. effective Jan. 1, 2021. This will result in more predictable corporate overhead expenses from management fees and other general and administrative costs. Transforming Age, Inc. will not be a member of the OG. Operations outside of the OG have been accelerating and include a for-profit senior living consulting company; Presbyterian Retirement Communities Northwest Foundation; Minnesota Senior Living, which is a senior housing and care provider that owns and operates eight stand-alone properties throughout Minnesota; Vashon Community Care, a senior living community located on Vashon Island, WA; Eastmont Towers, a retirement community in Lincoln, Nebraska; The Gardens at Juanita Bay, a 48 unit assisted care facility in Kirkland, WA; DASH, an affordable housing operator with 796 units in King County, WA; and Full Life Care, which is a provider of community based elder care services. After a few prior contributions for the establishment of the corporate office and disposal of Exeter House, management does not have plans to financially support non-obligated affiliates other than for the corporate restructuring that is mentioned above. Further, Exeter House still holds about $12 million of unrestricted cash that is controlled by TA for system-wide purposes. In fiscal 2018, the OG represented about 58% of consolidated system assets and approximately 45% of total system revenues. OPERATING PROFILE TA operates in a primary market area (PMA) with favorable economic indicators, strong demographics and a moderate competitive environment. The PMA for Skyline includes twenty-eight zip codes in Seattle where TA draws a majority (50%-60%) of its residents. Further, given Skyline's desirable location, it draws a fair amount of residents from outside the PMA, which boosts its demand profile. The Settle economy is very healthy and diversified by the presence of employers like The Boeing Co., Amazon and the University of Washington. Economic characteristics in the Seattle region are robust and include steady employment growth, low unemployment rates and good population growth. For the Skyline PMA, the number of age (over 65) and income eligible (over $93,000) households is estimated to be 22,641 in 2021, with expectations for modest growth thereafter. Given the moderate amount of comparable ILUs in the PMA, market penetration rates are reasonable. As a result, demand for LPC services in the Skyline PMA are expected to remain adequate. TA's demand for ILU services has been strong due to the aforementioned economic and demographic trends, its favorable reputation in the Seattle area and its successful history of providing senior living and care services. Independent living occupancy has been strong and averaged 94% at Park Shore and 97% at Skyline over the past two fiscal years and the nine-month interim period for fiscal 2019. Occupancy in Park Shore's 28 unit assisted living facility is also good and averaged nearly 93% during the same nearly three-year period. Skyline's ALU and memory support units occupancies are also robust, averaging a respective 95% and nearly 92% from fiscal 2017 through June 30, 2019. Fred Lind Manor's residential occupancy has also been strong and averaged nearly 97% over the past two fiscal years and the nine-month interim period for fiscal 2019. Skilled nursing demand at Park Shore's 28 unit SNF (83% occupancy) and Skyline's 34 unit facility (88% occupancy) is adequate during the same nearly three-year period, but is subject to competitive pressures for Medicare rehabilitation patients and private pay residents. EXPANSION AND CAPITAL SPENDING PLANS Park Shore The series 2016 bonds provided approximately $30 million of new money to fund the upgrade of Park Shore's common spaces and amenities, add memory care units and enhance its ILU mix. Phase one of the project was successfully completed within budgeted parameters. Phase two includes mostly enhancements and improvements to the outside of the community and is nearly complete. The capital improvements at Park Shore have increased occupancy and resulted in a growing wait list of prospective residents. A portion of the series 2019A bonds will be used to install a new heating, ventilation and air conditioning system throughout all the units on the north side of the community. In addition, about $5.6 million of the series 2019A bond proceeds will be used to reimburse TA for the costs of acquiring three condominium units located in separate buildings proximate to Park Shore and operated as additional ILUs. Skyline Skyline is enjoying strong ILU demand and has a robust waiting list that includes approximately 200 residents. To address this demand and meet customer preference for larger units and enhanced amenities, TA is constructing additional apartments at the Skyline campus on previously purchased land. The ILU expansion at Skyline includes an additional 77 ILUs in a new building called Olympic Tower. Preliminary demand has been good, with 62.3% of the new units pre-sold with deposits equal to 10% of the entrance fee amount as of Aug. 20, 2019. The weighted average entrance fees for the new ILUs are high at about $1.3 million and are above the approximate $900,000 median sales price of single-family homes in the PMA. While the median net worth and annual income of the current 48 depositors is well in excess of the amounts required for admission, affordability could be a challenge during periods of economic or financial market stress. Total Olympic Tower project costs are large at about $116 million and they include $4.8 million of contingency funds and a guaranteed maximum price contact (that also has a contractor contingency of $856,000 and provision for liquidated damages for completion delays) for the construction portion. To also mitigate risk, TA will use a reputable owner's representative to monitor construction progress and include 28 months of funded interest. In addition to permanent long-term debt, the plan of finance includes about $51 million of temporary debt that is expected to be repaid with proceeds of initial entrance fees after the new ILUs are 50% occupied. The total initial entrance fee pool at stabilization is projected to be about $97 million with the remainder forecasted to be held by TA as unrestricted cash and investments to boost its liquidity position. The large initial entrance fee pool and manageable amount of temporary debt provides TA with financial flexibility if move-ins are below expectations. FINANCIAL PROFILE Despite a prior period financial restatement in fiscal 2017, PCRN's financial profile remains comparable with its historical position. During fiscal 2017, the OG incorporated accounting standards that should have been made in prior periods relating to its refundable entrance fees. As a result, the OG recorded a $17.7 million liability to properly account for treatment of its refundable entrance fees. Therefore, the OG's refundable entrance fee liability increased and the amount of amortized entrance fees that are earned declined. In addition, the OG recorded a $5 million liability as a future service obligation for its life care residents. During fiscal 2018, the future service obligation declined by $2.5 million for a total liability of $893,000 as of Sept. 30, 2018. Operating profitability remains narrow despite improvement over the past few years mostly due to interest cost savings from the series 2016 bond refunding. The operating ratio remains weak, and measured 108.8% in fiscal 2018, but improved from 114.3% in fiscal 2016. Through the first nine months of fiscal 2019, the operating ratio improved to 106.8% as revenue growth accelerated from slightly high pricing and occupancy. The net operating margin also remains modest and measured 3.5% in fiscal 2018, down from 6.4% in the prior year. Through the first nine months of fiscal 2019, the net operating margin rebounded to 5.1%. As a result of lower ILU turnover, net entrance fee receipts declined during the last two fiscal years. Regardless, the net operating margin adjusted remains very good at 31% in fiscal 2017 and 25.9% in fiscal 2018. Rebounding net entrance fees in the current fiscal year from higher unit turnover produced a 28.2% net operating margin adjusted though June 30, 2019. Given the good cash flows and despite the issuance of nearly $90 million of new permanent debt, pro forma MADS coverage is good at a respective 1.1x and 1.4x in fiscal 2018 and first nine months of fiscal 2019. TA's solid net entrance fee receipts and mostly debt financed capital spending has led to an improved liquidity position since fiscal 2016. As of June 30, 2019, TA holds $41.6 million of unrestricted cash and investments amounting to moderate 319 DCOH, up from $23.7 million or 186 DCOH at the end of fiscal 2016. The pro forma cushion ratio (3x) and pro forma cash to permanent debt (approximately 18%) are low verses other below-investment-grade credits. Fitch expects TA's cash position to strengthen as debt financed capital spending, steady cash flows, and initial entrance fees from the Skyline expansion are collected and repay temporary debt over the next several years. TA's financial feasibility study projects unrestricted cash strengthening to nearly $117 million (or about 52% of permanent debt) by fiscal 2023 after the Skyline project is filled-up and stabilized. Fitch views TA's projections as a reasonable scenario based on its historic performance and practical expectations for the Skyline project. PROHEALTH RURAL: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- No official committee of unsecured creditors has been appointed in the Chapter 11 case of Prohealth Rural Health Services, Inc. as of Aug. 29, according to a court docket. About Prohealth Rural Health Services Prohealth Rural Health Services Inc., which owns and operates a medical clinic in Brentwood, Tenn., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 19-04054) on June 25, 2019. The Debtor previously sought bankruptcy protection (Bankr. M.D. Tenn. Case No. 18-05771) on Aug. 29, 2018. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $10 million and $50 million. The case has been assigned to Judge Randal S. Mashburn. The Debtor is represented by Dunham Hildebrand, PLLC. PROJECT BOOST: S&P Affirms 'B-' ICR on J.D. Power Acquisition ------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Ontario-based Project Boost Purchaser LLC, which is acquiring J.D. Power to be financed with an incremental first-lien term loan of about US$755 million, an incremental second-lien term loan of about US$265 million, and sponsor equity. At the same time, S&P affirmed its 'B-' issue-level rating, with a '3' recovery rating, on the company's upsized US$1.155 billion first-lien term loan (includes the incremental term loan). The '3' recovery rating reflects the rating agency's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of default. A heavy debt burden weighs on the combined company's credit quality. The affirmation reflects Project Boost's high debt burden as reflected in the company's 9.5x debt-to-EBITDA (S&P Global Ratings' adjusted) and about 3%-4% free operating cash flow (FOCF)-to-debt (S&P Global Ratings' adjusted) for 2020. In S&P's view, these ratios indicate the financial sponsor Thoma Bravo's high tolerance for financial risk as well as limited financial flexibility to accommodate any underperformance. Even though the company will have a relatively larger scale (S&P Global Ratings' adjusted EBITDA of about US$160 million) and diversified product offering (Autodata and J.D. Power have different data sets), it will have a lower S&P Global Ratings' adjusted EBITDA margin (about 30% compared with Autodata's 45%) and slightly higher volatility from its market and consumer research segment. However, S&P expects the company to generate modest FOCF over the next 12 months thanks to its contractual relationships with long tenured customers, supporting the rating agency's view of good predictability and stability of cash flows, which is a key mitigating factor for the company's heavy debt burden. Despite Project Boost's high leverage, the rating agency expects the company to generate about US$40 million-US$50 million of S&P Global Ratings' adjusted FOCF, which should be sufficient to cover its first-lien debt amortization. S&P does not forecast the company to use FOCF for debt repayment. As a result, the company's future deleveraging strategy will be spurred by EBITDA growth rather than any material debt repayment. "The stable outlook reflects our expectation that Project Boost will be able to support its high S&P Global Ratings' adjusted debt to EBITDA of about 9.5x through its predictable revenue stream and continued organic EBITDA growth over the next 12 months. Furthermore, in our view the company's ability to generate modest positive FOCF, given Project Boost's predictable cash flows and low capital intensity, is sufficient to cover fixed charges over the next 12 months," S&P said. "We could lower the ratings over the next 12 months if the company experiences flat or low-single-digit revenue decline leading to weaker adjusted EBITDA and adjusted EBITDA margins lower than our base-case scenario," the rating agency said, adding that in this situation, it would expect the company to exhibit an unsustainable capital structure, reflected in adjusted FOCF-to-debt of about 3% or debt-to-EBITDA of above 10x (both S&P Global Ratings' adjusted). This could occur if the company has a weak operating performance caused by a high customer attrition rate or inability to upsell, or if economic conditions weaken significantly, according to the rating agency. "We could raise the rating over the next 12 months if the company maintains its revenue and EBITDA growth leading to a sustainable improvement in credit metrics -- leverage below 7x and S&P Global Ratings' adjusted FOCF-to-debt above 10%. We expect this could occur if Project Boost is successful in upselling new and current products to its existing customers while also maintaining a high customer retention rate that could lead to material EBITDA growth," the rating agency said. At the same time, S&P would also expect the company's financial sponsor to adopt a conservative financial policy of maintaining and sustaining adjusted debt-to-EBITDA below 7.0x, by limiting any debt-financed shareholder remuneration that could jeopardize the company's credit quality. PSK PROPERTIES: Case Summary & 5 Unsecured Creditors ---------------------------------------------------- Debtor: PSK Properties Investment, LLC 21632 Glen Canyon Place Santa Clarita, CA 91390 Business Description: PSK Properties Investment LLC owns in fee simple a commercial real estate located at 4561 Heritage Trace Parkway, Fort Worth, TX 76244 valued by the Company at $4.29 million. Chapter 11 Petition Date: August 31, 2019 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 19-43595 Judge: Hon. Mark X. Mullin Debtor's Counsel: Marcus Jermaine Watson, Esq. M.J. WATSON & ASSOCIATES, P.C. 325 N. Saint Paul Street, Suite 2200 Dallas, TX 75201 Tel: (214) 965-8240 Fax: (214) 999-1384 E-mail: jwatson@mjwatsonlaw.com Total Assets: $4,792,306 Total Liabilities: $3,591,100 The petition was signed by Pierre Khoury, president, BestBUY Gas & C-Store Inc., its managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at: http://bankrupt.com/misc/txnb19-43595.pdf PVB ENTERPRISES: Wins Approval to Use Cash Collateral ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois approved the motion filed by PVB Enterprises, LLC, to use cash and other collateral to continue business operations. Judge Timothy A. Barnes rules that: -- BMO Harris Bank will receive a replacement lien on all of the Debtor's assets for any decrease in value of BMO Harris' collateral; -- the Debtor will pay BMO Harris $400 by the 15th of each month as adequate protection for its interest; -- the Debtor must maintain full insurance coverage on the collateral, and must allow on-site inspection of the collateral by BMO Harris, during normal business hours, upon due notice; -- the Debtor will mail to BMO Harris (i) a copy of any Disclosure Statement or a Plan of Reorganization, (ii) a copy of monthly operating report, and (iii) notice of all matters that might affect BMO Harris' secured position. Objections to the cash collateral order must be filed in writing and served upon: * John J. Lynch, Esq. Counsel to the Debtor Lynch Law Offices, P.C. 1011 Warrenville Road, Suite 150 Lisle, Illinois 60532 * Patrick S. Layng Office of the U.S. Trustee 219 S. Dearborn, Rm. 873 Chicago, Illinois 60604 * BMO Harris Bank P.O. Box 6201 Carol Stream, Illinois 60197 A final hearing on the cash request is set for Sept. 11, 2019 at 10:30 a.m. in Courtroom 744 of the Dirksen Federal Building, 219 South Dearborn St., Chicago, Illinois. About PVB Enterprises PVB Enterprises LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 19-18381) on June 27, 2019. Judge Timothy A. Barnes oversees the Debtor's case. John J. Lynch, Esq., at LYNCH LAW OFFICES, P.C., is the Debtor's attorney. RANGE PARENT: S&P Alters Outlook to Negative, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings affirmed all of its ratings, including its 'B' issuer credit rating, on Range Parent Inc. and revised the outlook to negative from stable. The outlook revision to negative indicates S&P's view that the operating performance of Robertshaw Controls Co., an indirect operating subsidiary of Range Parent, might not be strong enough during the next year to improve Range Parent's credit measures to levels appropriate for the current ratings. S&P expects the company to achieve and maintain an adjusted debt-to-EBITDA ratio of less than 7x at the current ratings. This ratio was 10x as of March 31, 2019 (its fiscal year end) and 8.6x as of the first quarter ended June 30, 2019. The company issued a EUR60 million unrated term loan in December 2018 to fund its purchase of Italy-headquartered CastFutura Holdings S.p.A., which increased debt. Additionally, the operating environment for the company is beset by a number of headwinds: The negative outlook reflects the one-in-three potential for lower ratings over the next year if the company is unable to restore its credit measures to levels that are appropriate for the ratings. Following the release of its financial results as of its first fiscal quarter ended June 30, the company's trailing-12-month adjusted debt to EBITDA ratio exceeded 8.5x compared to the 7x S&P has cited as appropriate. S&P recognizes that the company is making progress in reducing leverage. Footprint rationalization, better procurement, other operational efficiencies, and earnings contributions from its CastFutura acquisition could keep credit measures on the path of improvement. However, macroeconomic headwinds pertaining to international trade disputes, the resulting effects on global demand for white goods appliances, and a manufacturing slowdown could slow or impede that pace. Without a pickup in the operating environment in the back half of the 2020 and 2021 fiscal years, the company's credit measures may remain too weak to retain the current ratings. "We could lower our ratings if reduced demand, stagnant earnings, or a large debt-financed acquisition or shareholder returns cause the company's total debt to EBITDA to continue to exceed 7x without clear prospects for recovery. This could occur if the company faces operational challenges following unexpected volume declines caused by reduced sales of home and commercial appliances, a significant increase in metals prices and other costs, the loss of key customers, problems integrating CastFutura, or an inability to win business on new product platforms," S&P said, adding that based on its downside scenario, this could occur if Robertshaw's revenue and operating margins both weaken by more than 200 basis points (bps). S&P said it could revise the outlook to stable if operating conditions in the company's markets improve and if cost controls and new product wins result in Robertshaw improving its adjusted debt-to-EBITDA ratio to 7x or below. "While unlikely within the next year, we could raise the ratings if financial sponsor One Rock commits to more conservative financial policies and credit measures improve meaningfully," S&P said. For a modest upgrade, the company would need to commit to -- and demonstrate a track record of -- operating with debt-to-EBITDA of 4x-5x, a funds from operations (FFO)-to-debt ratio at the higher end of the 12%-20% range, and a consistently positive free cash flow-to-debt ratio with no prospects for material deterioration over the near term. Operating performance from high-growth electric vehicle sales would need to be very good and Robertshaw's cost structure would need to improve considerably for this scenario to occur, according to S&P. SAMSON OIL: Files its ASX Quarterly Report ------------------------------------------ Samson Oil & Gas Limited filed its Australian Stock Exchange (ASX) quarterly report for the three months ended June 30, 2019, with the ASX. FINANCIAL HIGHLIGHTS * Average net production for the quarter ended June 30, 2019 was 650 barrels of oil equivalent per day, increase of 24% from the quarter ended March 31, 2019 of 544 barrels of oil equivalent per day (production numbers are based on barrels sold and doesn't include movements in oil tank inventory). * Current 30 day production rate (as at July 2019), is averaging 1,090 BOPD (on a gross Operated basis) and approximately 780 BODP net to Samson. This increase from June quarter is due to weather improvements which brought wells, previously shut in due to weather conditions, back on line. At the beginning of the period, the Company had US$1.75 million in cash and cash equivalents. Net cash used in operating activities was US$5.26 million. Net cash used in investing activities was US$1.58 million. Net cash from financing activities was US$8.32 million. As a result, the Company had US$3.23 million cash and cash equivalents at the end of the quarter. IN FILL DEVELOPMENT The first well in the infill development program was the Gonzales 1-8H well and this well achieved a measured total depth of 11,736 feet and lateral length of 2,062 feet within the Ratcliffe reservoir. The lateral length was less than planned, however represented an opportunity to test the oil productive capacity of the reservoir at this location. The well has been put on pump since June 13th and has recovered a total of 57 bbls of oil from July 19th. The well had previously recovered around 7,600 barrels of water before this oil cut appeared. The produced fluid early in this recovery had a density of 1.13 representing a significant fresh water influence representing the drilling fluid. This density has increased to a current density of 1.15 indicating that the produced fluid is approaching the 1.2 density that represents formation water. The oil cut after the initial arrival of oil, has averaged 4.5%. PROJECTS Rainbow Field: Williams County, North Dakota Mississippian Bakken Formation, Williston Basin Gladys 1-20H Samson 23% Working Interest Kraken Operating, LLC, the operator of the Gladys 1-20H well, has been producing this well at an average rate of 50 BOPD and 61 MCFPD during the quarter. There are 6 additional Bakken/Three Forks drilling locations on this 1280 acre lease. Foreman Butte Project: McKenzie & Williams Counties, North Dakota and Richland, Roosevelt, Sheridan Counties, Montana Mississippian Madison Formation, Williston Basin Samson 87% Operated Average Working Interest The previously announced sale transaction for this project did not close as expected on 15 October 2018 and that contract was terminated. The infill drill project detailed in the earlier part of this report has commenced. FINANCIAL On April 9, Samson Oil and Gas, USA, Inc., a wholly owned subsidiary of Samson oil and Gas Limited closed a $33.5 million refinancing with AEP I FINCO LLC. The new facility has a 5 year term and an interest rate of LIBOR + 10.5%. The proceeds of the new debt facility will be used to retire the existing line of credit, repay outstanding creditors and to provide working capital to pursue an infill drilling program. Hedging Samson has entered into a series of hedges for 767,084 bbl of crude oil production for the next four years at an average price of $55.45/bbl and for 240,000 MMcf of natural gas costless collars with a weighted average put at $2.53 per MMBTU and a weighted average of call of $2.77 per MMBTU. A price point between the put and the call means that no settlement is due. At 28th June oil price of $54.66 the mark to market value for the oil swaps is a positive $0.35 million, and the gas cost less collars have a negative value of $0.08 million. A full-text copy of the Quarterly Report is available for free at: https://is.gd/ucnZrr About Samson Oil Samson Oil & Gas Limited -- http://www.samsonoilandgas.com/-- is an Australian based oil & gas company holding extensive development and exploration acreage in the USA. Samson is listed on the Australian Stock Exchange (ASX) and OTC Markets in the USA, ticker code SSNY. Samson Oil incurred a net loss of $6.03 million for the year ended June 30, 2018, following a net loss of $2.76 million for the year ended June 30, 2017. As of March 31, 2019, Samson Oil had $33.93 million in total assets, $41.57 million in total liabilities, and a total stocholders' deficit of $7.63 million. Moss Adams LLP, in Denver, Colorado, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Oct. 15, 2018, on the Company's consolidated financial statements for the year ended June 30, 2018, stating that the Company is in violation of its debt covenants, has suffered recurring losses from operations, and its current liabilities exceed its current assets. These conditions raise substantial doubt about its ability to continue as a going concern. SHOE SHIELDS: Joyce W. Lindauer Law Represents Four Parties ----------------------------------------------------------- In the Chapter 11 cases of Shoe Shields LLC, et al., the law firm of Joyce W. Lindauer Attorney, PLLC submitted a verified disclosure under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing these parties: (1) SR Squared, LLC, 4950 Keller Springs Road, Suite 420, Addison, Texas 75001. On the date of the bankruptcy filing, SR Squared, LLC owned 51% of the Debtor. SR Squared, LLC holds a claim against the Debtor in the amount of $94,296.31. (2) Jitendra "Jay" Rajpal, 5916 Beth Drive, Plano, Texas 75093. On the date of the bankruptcy filing, Jitendra "Jay" Rajpal held a claim against the Debtor in the amount of $102,000.00. (3) Sangeeta Sabnani a/k/a Sangeeta Rajpal, 5916 Beth Drive, Plano, Texas 75093. Ms. Sabnani is the spouse of Jitendra "Jay" Rajpal and does not have a claim against the Debtor. (4) Prospera Cos Inc. is 100% owned by Jitendra "Jay" Rajpal and does not have a claim against the Debtor. The firm can be reached at: Joyce W. Lindauer Attorney, PLLC Joyce W. Lindauer, Esq. Jeffery M. Veteto, Esq. 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/zvNqfr About Shoe Shields Based in Addison, Texas, OSR Patent LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-30180) on Jan. 18, 2019. An affiliate, Shoe Shields LLC, also filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 19-03007) on Jan. 24, 2019. In the petition signed by Sangeeta Rajpal, manager, OSR Patent estimated $100,001 to $500,000 in assets and $50,001 to $100,000 in liabilities. John J. Gitlin, Esq., in Dallas, Texas, serves as counsel to the Debtors. On Feb. 13, 2019, an order granting a motion to appoint trustee was entered by the court. Christopher J. Moser was thereafter appointed as the Chapter 11 Trustee of the Debtors' bankruptcy estate. The Trustee hired Quilling Selander Lownds Winslett & Moser, P.C., as counsel. SNEED SHIPBUILDING: Oct. 2 Hearing on Disclosure Statement ---------------------------------------------------------- The hearing on the disclosure statement explaining the Chapter 11 Plan of Sneed Shipbuilding, Inc., is set for October 2, 2019 at 9:00 AM at Bob Casey United States Courthouse, 515 Rusk Avenue, Houston, 4th Floor, Courtroom 401. The deadline to object the Disclosure Statement is 5:00 PM (CT) on September 25, 2019. About Sneed Shipbuilding Sneed Shipbuilding, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-60014) on March 4, 2016. The petition was signed by Clyde E. Sneed, president. The Debtor estimated assets of $1 million to $10 million and debt of $10 million to $50 million. The case is assigned to Judge David R. Jones. The Debtor was represented by Amber Michelle Chambers, Esq., Eric Michael VanHorn, Esq., and Nicholas Zugaro, Esq., at McCathern, PLLC. The Office of the U.S. Trustee appointed five creditors of Sneed Shipbuilding to serve on an official committee of unsecured creditors. On Nov. 3, 2016, the court appointed Allison D. Byman as the Chapter 11 trustee. The Trustee is represented by Hughes Watters Askanase, LLP. STEARNS HOLDINGS: CSG Represents Hartford Fire & Ohio Casualty -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Chiesa Shahinian & Giantomasi PC filed a disclosure under F.R.B.P. Rule 2019(a) to disclose that it is representing more than one creditor in the Chapter 11 cases of Stearns Holdings, LLC, et al. CSG was retained by Hartford and Ohio Casualty in July 2019. As of August 22, 2019, the creditors' disclosable economic interests are: (1) Hartford Fire Insurance Company 307 International Circle, Suite 500 Hunt Valley, MD 21030 * Claim Amount: $10.8 Million (2) Ohio Casualty Insurance Company c/o Liberty Mutual Insurance Company Safeco Plaza P.O. Box 34526 Seattle, WA 98124-1526 * Claim Amount: $5,335,000.00 Counsel for Hartford Fire Insurance Company and Ohio Casualty Insurance Company can be reached at: CHIESA SHAHINIAN & GIANTOMASI PC Robert E. Nies, Esq. One Boland Drive West Orange, NJ 07052 - and - 11 Times Square, 31st Floor New York, NY 10036 Tel: (973) 530-2002 Fax: (973) 530-2202 A copy of the Rule 2019 filing from PacerMonitor.com is available at https://is.gd/spbySy About Stearns Holdings Stearns Lending, LLC is a provider of mortgage lending services in Wholesale, Retail, Strategic Alliances, Non-Delegated Correspondent and Financial Institutions sectors throughout the United States. Stearns Lending is an equal housing lender and is licensed to conduct business in 49 states and the District of Columbia. Additionally, Stearns Lending is an approved HUD (United States Department of Housing and Urban Development) lender; a Single Family Issuer for Ginnie Mae (Government National Mortgage Association); an approved Seller/Servicer for Fannie Mae (Federal National Mortgage Association); and an approved Seller/Servicer for Freddie Mac (Federal Home Loan Mortgage Corporation). Stearns Lending is also approved as a VA (United States Department of Veterans Affairs) lender, a USDA (United States Department of Agriculture) lender, and is an approved lending institution with FHA (Federal Housing Administration). Stearns Lending is located at 4 Hutton Centre Drive, 10th Floor, Santa Ana, CA 92707. Stearns Holdings, LLC and six subsidiaries, including Stearns Lending, LLC, each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-12226) on July 9, 2019. Stearns estimated assets of $1 billion to $10 billion and liabilities of the same range as of the bankruptcy filing. Stearns' cases have been assigned to the Honorable Shelley C. Chapman. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Stearns, PJT Partners is serving as its financial advisor and Alvarez & Marsal is serving as its restructuring advisor. Prime Clerk LLC is the claims and noticing agent, maintaining the sites https://cases.primeclerk.com/stearns and http://www.stearnsrestructuring.com/ TALCOTT RESOLUTION: S&P Affirms 'BB' Long-Term ICR; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' long-term issuer credit rating on Talcott Resolution Life Inc. and its 'BBB' long-term issuer credit and financial strength ratings on Talcott Resolution Life Insurance Co and Talcott Resolution Life and Annuity Insurance Co. The outlook is stable. The stable outlook reflects S&P's view of Talcott's continuity of operating strategy and philosophy, management team, robust risk management, and prospective capital adequacy at the 'A' confidence level. "We could lower the rating over the next 12-24 months if capitalization falls below 'A' per our capital model and we believe it will remain there. We could also downgrade Talcott if it alters its financial risk strategy, increases volatility that we believe is inconsistent with its intended philosophy or ability to manage, or if we believe its enterprise risk management program has weakened," S&P said. "We believe there is no upside to the rating over the next 24 months given its run-off status," the rating agency said. S&P's ratings reflect Talcott's fair business risk profile supported by operating performance in line with peers', its narrow product focus in annuities, and inherent limitations as a run-off entity. The rating agency continues to monitor the company's growth strategy and execution since its separation from The Hartford. The ratings are also backed by S&P's satisfactory view of the company's financial risk profile. Although S&P believes capital adequacy is sufficient for the rating, there remains inherent and potential volatility in its legacy block of business that is sensitive to policyholder behavior, interest rates, and market volatility. S&P believes some of the risk is mitigated by an enterprise risk management program that supports a solid risk culture and proven evidence of risk controls. Moreover, the rating agency believes there is the potential for greater-than-expected dividends or shareholder returns given the current run-off status. S&P also considers other potential strategic initiatives from future management decisions. TOSHIBA CORP: Completes Sale of LNG Business in U.S. to Total ------------------------------------------------------------- Toshiba Corporation completed on Aug. 30, 2019 (U.S. CDT), Toshiba Group's withdrawal from the liquefied natural gas (LNG) business in the United States. As announced on June 1, 2019, in "Notice on Toshiba's Sale and Withdrawal from U.S. LNG Business," Toshiba concluded a purchase and sales agreement with Total Gas & Power Asia Private Limited, a Singaporean affiliate of Total S.A., the major energy player, for all shares of Toshiba America LNG Corporation ("TAL"), a Toshiba consolidated subsidiary that operates in the LNG business. At the same time, Toshiba and Total also agreed that all contracts related to the LNG business entered into by Toshiba Group would either be transferred to Total or canceled, and that Total would provide a substitute guarantee to replace Toshiba's then existing guarantee for all of TAL's obligations under a liquefaction tolling agreement with FLNG Liquefaction 3, LLC, thereby releasing Toshiba from its guarantee of TAL. With the completion of all necessary requirements and conditions including the Guarantee Release, the Transfer has been completed. Following the completion of the Transfer, TAL has been de consolidated from Toshiba Group, and Toshiba will record a loss, including related expenses, of approximately JPY90.0 billion in its consolidated business financials of fiscal year 2019, ending March 31, 2020. Toshiba has already made a provision of JPY89.3 billion in its consolidated results of the first quarter of fiscal year 2019, ending March 31, 2020, as announced on Aug. 7, 2019. At the end of March 2020, Toshiba will determine whether it is necessary to book a loss on the valuation of stocks of Toshiba Energy Systems & Solutions Corporation ("ESS") in its non-consolidated business results, by assessing ESS's financial status and business plan at that time. About Toshiba Corp. Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is a Japan-based manufacturer involved in five business segments. The Digital Products segment offers cellular phones, hard disc devices, optical disc devices, liquid crystal televisions, camera systems, digital versatile disc (DVD) players and recorders, personal computers (PCs) and business phones, among others. The Electronic Device segment provides general logic integrated circuits (ICs), optical semiconductors, power devices, large-scale integrated (LSI) circuits for image information systems and liquid crystal displays (LCDs), among others. The Social Infrastructure segment offers various generators, power distribution systems, water and sewer systems, transportation systems and station automation systems, among others. The Home Appliance segment offers refrigerators, drying machines, washing machines, cooking utensils, cleaners and lighting equipment. The Others segment leases and sells real estate. In February 2017, Toshiba revealed unaudited details of a JPY390 billion (US$3.4 billion) loss, mainly in its U.S. nuclear business which was written down by JPY712 billion (US$6.3 billion). On Feb. 14, 2017, Toshiba delayed filing financial results, and Toshiba chairman Shigenori Shiga, formerly chairman of Westinghouse, resigned. Toshiba sent its U.S. based nuclear power company, Westinghouse Electric Company LLC, to Chapter 11 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. In November 2018, Toshiba Corp said it is liquidating its British nuclear power unit and selling its U.S. liquefied natural gas (LNG) business, as the conglomerate seeks to unload troubled assets and regain investors' confidence. * * * In May 2019, S&P Global Ratings said it has affirmed its 'BB' long-term issuer credit and senior unsecured debt ratings and 'B' short-term issuer credit and commercial paper program ratings on Japan-based capital goods and diversified electronics company Toshiba Corp. The outlook on the long-term issuer credit rating remains positive. S&P said, "We affirmed the ratings because we believe Toshiba's profitability is likely to steadily improve in the coming one to two years as the company steps up efforts to reduce costs and restructure its businesses. This is despite the earnings deterioration seen in the company's fiscal 2018 (ended March 31, 2019) results. We also think Toshiba can maintain relatively healthy finances for our ratings on the company. Our analysis takes into account share buybacks totaling JPY700 billion, aggressive capital expenditure, and potential losses on the planned sale of its liquefied natural gas (LNG) business in the U.S." TRUCKING AND CONTRACTING: May Use Cash Collateral Until Dec. 31 --------------------------------------------------------------- The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for the District of New Mexico has entered an order allowing Trucking and Contracting Services, LLC for longer term use of cash collateral through Dec. 31, 2019. Celtic Capital Corporation asserts that it holds a blanket security interest on the assets of TCS. The regular monthly payment of principal and interest owed to Celtic by TCS is approximately $21,500 per month. As of the petition date, Celtic asserts it is owed approximately $400,000 by TCS. TCS has had a factoring agreement with RTS and all pre-petition invoices issued by TCS have been assigned to RTS. To the extent provided for under a Mutual Lien Subordination Agreement between RTS and Celtic, RTS asserts a first priority lien on all of TCS' accounts, accounts receivable and inventory. RTS asserts it is owed prepetition over $600,000 by TCS. During the of the order, TCS is requesting that it make monthly adequate protection payments to Celtic in the amount of $5,500. As further adequate protection, Celtic is granted continuing replacement liens on post-petition assets of the Debtor (including without limitation postpetition proceeds and profit thereof) with the same priority, extent and scope as Celtic's prepetition security interest. Celtic's pre-petition and post-petition liens should be subject to RTS' post-petition priority position (as it is subject to the priorities in the Subordination Agreement). New Mexico Taxation and Revenue Department also asserts pre-petition liens on TCS' assets. As adequate protection TCS proposes that NMTR receive replacement liens on TCS' post-petition assets with the same priority and extent as NMTR's pre-petition liens and said replacement liens should be deemed perfected without further notice or filing. NMTR also asserts that use of cash collateral should be conditioned on TCS timely reporting and paying its post-petition taxes, and failure to do either will be considered an event of default. TCS will also pay the holder of the Real Estate Contract, Jeanne Mitchell, both for ongoing payments under the REC and for any arrearage owed on the REC up to the amounts set forth in the cash collateral budget, and pursuant to further written agreement of the Debtor and the cash collateral claimants and/or by separate Order of the Court. About Trucking and Contracting Services Trucking and Contracting Services, LLC, is a privately held company that primarily operates in the local trucking business. Trucking and Contracting Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 19-11319) on May 31, 2019. In the petition signed by its member/manager, Melissa Acosta, the Debtor estimated assets of less than $50,000 and debts of less than $10 million. The Debtor is represented by P. Diane Webb, Esq., at Diane Webb Attorney At Law, P.C. Judge Robert H. Jacobvitz is assigned to the case. TWIN PEAKS: S&P Alters Outlook to Neg., Affirms 'BB+' Debt Rating ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB+' underlying rating on the Colorado Educational and Cultural Facilities Authority's series 2011A and 2014 debt, issued for the TPCA Building Corp. on behalf of Twin Peaks Charter Academy. S&P bases the 'A+' long-term rating, which is unchanged, on the academy's inclusion in the Colorado Charter School Moral Obligation Program. This report and review reflect only the school's underlying characteristics and does not assess the enhancement program or the school's qualification under that program. "The negative outlook reflects our view of the academy's continued decline in enrollment, which is starting to pressure operating margins, with deficits on a full accrual basis based on fiscal 2019 unaudited financials and the expected fiscal 2020 audit," said S&P Global Ratings credit analyst Will McIntyre. "We believe this could translate to a weakened maximum annual debt service coverage and burden." While the rate of decline in enrollment has slowed in fall 2019 from prior levels and management indicates strategic efforts to grow enrollment back towards historic levels, S&P believes the process will take time beyond its one-year outlook period. The school's liquidity position is solid for the current rating level, helping to partially offset pressures to performance and debt metrics in the financial profile. TWIN PINES: Wants to Use Cash Thru Nov. 30 to Continue Business --------------------------------------------------------------- Twin Pines LLC asks the U.S. Bankruptcy Court for the District of New Mexico to continue using cash collateral from Sept. 1, 2019 through Nov. 30, 2019 to continue operating its business and pay administrative expenses, pursuant to a budget. The budget provides for $13,395 in total monthly expenses, of which $2,900 is provided each for payroll and attorney's fees, and $1,500 for repairs and maintenance. A copy of the budget is available for free at http://bankrupt.com/misc/Twin_Pines_Cash_M.pdf About Twin Pines Twin Pines LLC, a New Mexico limited liability company, provides automotive repair and maintenance services. Twin Pines owns condos valued by the Debtor at $523,618, and a commercial property valued at $741,908, in Ruidoso, New Mexico. Twin Pines LLC sought Chapter 11 protection (Bankr. D.N.M. Case No. 19-10295) on Feb. 12, 2019 in Albuquerque, New Mexico. As of the Petition Date, the Debtor disclosed total assets at $1,361,978 and total liabilities at $1,338,629. The case is assigned to Judge Robert H. Jacobvitz. WILLIAM F. DAVIS & ASSOC., P.C., represents the Debtor. ULTA PETROLEUM: All Nine Proposals Approved at Annual Meeting ------------------------------------------------------------- Ultra Petroleum Corp. filed an amended Current Report on Form 8-K/A with the Securities and Exchange Commission to disclose the Company's decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company's named executive officers. On May 22, 2019, Ultra Petroleum held its combined 2019 and 2018 Annual and Special Meeting of Shareholders at which the shareholders: (1) approved the amendment to the Articles of the Company to increase the minimum number of directors on the Company's Board of Directors to three and the maximum number of directors to nine; (2) elected Sylvia K. Barnes to serve, and each of Neal P. Goldman, Brad Johnson, Michael J. Keeffe, Evan S. Lederman, Stephen J. McDaniel, Alan J. Mintz and Edward A. Scoggins, Jr. were elected to continue to serve, as the Company's directors until the Company's next annual meeting; (3) approved the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm until the close of the Company's next annual meeting of shareholders, and the authorization for the directors to fix their remuneration; (4) approved and ratified the Ultra Petroleum Corp. 2017 Stock Incentive Plan, as amended and restated June 8, 2018; (5) approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers; (6) selected a yearly frequency of future advisory vote on the compensation of the Company's named executive officers; (7) approved the amendment to the Articles of the Company to remove the limitation on the number of authorized common shares; (8) approved the amendment to the Articles of the Company to remove provisions related to the Company's emergence from bankruptcy that, as of the date of the Annual Meeting, no longer applied to the Company; and (9) As previously disclosed, on March 8, 2018, the Board adopted the Second Amended and Restated Bylaw No. 1 of the Company, which amended and restated the Amended and Restated Bylaw No. 1 of the Company, dated April 12, 2017, solely to permit the separation of the roles of Chairman of the Board and Chief Executive Officer. In accordance with the Yukon Business Corporations Act, the Board submitted the Amended Bylaws to shareholders at the Annual Meeting for confirmation, rejection or amendment, and the Amended Bylaws were confirmed. Consistent with the voting results at the Annual Meeting, the Board of Directors of the Company has determined to hold an annual non-binding advisory vote on executive compensation. Accordingly, the Company will request an advisory vote on executive compensation annually through 2025, when the next shareholder vote on the frequency of say-on-pay votes is required, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company's shareholders. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- http://www.ultrapetroleum.com-- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of June 30, 2019, the Company had $1.87 billion in total assets, $2.72 billion in total liabilities, and a total shareholders' deficit of $856.2 million. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. ULTRA PETROLEUM: Common Stock Delisted From Nasdaq -------------------------------------------------- The Nasdaq Stock Market, Inc. has determined to remove from listing the common stock of Ultra Petroleum Corp., effective at the opening of the trading session on Sept. 3, 2019. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5450(a)(1). The Company was notified of the Staffs determination on July 30, 2019. The Company did not appeal the Staff determination to the Hearings Panel, and the Staff determination to delist the Company became final on Aug. 8, 2019. About Ultra Petroleum Headquartered in Englewood, Colorado, Ultra Petroleum Corp. -- http://www.ultrapetroleum.com-- is an independent energy company engaged in domestic natural gas and oil exploration, development and production. The Company is listed on NASDAQ and trades under the ticker symbol "UPL". As of June 30, 2019, the Company had $1.87 billion in total assets, $2.72 billion in total liabilities, and a total shareholders' deficit of $856.2 million. * * * As reported by the TCR on March 26, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based oil and gas exploration and production (E&P) company Ultra Petroleum Corp. to 'CCC+' from 'SD' (selective default). "The upgrade reflects a reassessment of our issuer credit rating on Ultra following the company's completion of several debt exchanges, whereby holders of approximately an aggregate $550 million of its 6.875% unsecured notes due 2022 and $275 million of its 7.125% unsecured notes due 2025 exchanged their debt for warrants and $572 million of new 9% cash/2% payment-in-kind second-lien notes due 2024. VALADOR INC: Asks Permission to Use Cash Collateral Thru to Dec. 31 ------------------------------------------------------------------- Valador, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Virginia to continue using cash collateral in the ordinary course of the business for the period from Aug. 31, 2019 through 5 p.m. on Dec. 31, 2019. As adequate protection to secured creditors, the Debtor proposes to pay Essex Bank $15,000 monthly for November and December 2019. The Debtor obtained a $3.5 million line of credit from Essex Bank before the Petition Date. In the budget filed with the Court, the Debtor estimates total direct expenses at $161,044, and total administrative expenses at $136,976, for the month of September 2019. A copy of the budget is available for free at http://bankrupt.com/misc/Valador_Cash_Budget.pdf About Valador Inc. Headquartered in Herndon, Virginia, Valador, Inc., is a business that delivers solutions for collecting, maintaining, visualizing, and protecting its clients' information. It focuses on four key business areas: modeling and simulation, information assurance, management consulting, and software engineering. It employs innovative solutions such as the use of 3D immersive visualization to address its clients' complex challenges including decision support, strategic planning, risk management, safety and reliability, assessment of alternatives, and information security. Valador sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-14168) on Dec. 13, 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 Klinette H. Kindred. Richard Hall, Esq., is the Debtor's legal counsel. VIP CINEMA: S&P Lowers ICR to 'CCC-' on Forbearance Agreement ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on New Albany, Miss.-based luxury theatre seating manufacturer VIP Cinema Holdings Inc. to 'CCC-' from 'CCC'. S&P also lowered its issue-level ratings on the company's first-lien debt to 'CCC' from 'CCC+' and on its second-lien debt to 'C' from 'CC'. The downgrade follows VIP's disclosure that it has entered into a forbearance agreement with its first-lien lenders and S&P's view that a default or restructuring in the next six months appears to be inevitable. S&P's understanding is that VIP is current on all debt obligations and that the forbearance agreement specifically pertains to the first-lien lenders' rights to accelerate debt repayment following the company's violation of its total leverage covenant. Because the agreement does not contemplate a forbearance of principal or interest payments, S&P does not consider the forbearance agreement to be tantamount to default. The negative outlook reflects VIP's weak liquidity, lack of cash flow to support debt service, and unsustainable capital structure, which supports S&P's view that a default, distressed exchange, or redemption appears to be inevitable in the next six months. S&P believes the company will enter into a restructuring or distressed exchange in the near term. S&P said it could lower the rating to 'D' or 'SD' if the company announces a distressed exchange or restructuring in which the rating agency expects lenders will receive less value than originally promised, or if the company files for bankruptcy. S&P could also lower the rating if the company misses a principal or interest payment. "It is highly unlikely we will raise the rating; however, we would consider it if unexpected events enable the company to improve liquidity, strengthen profitability, and avoid a debt restructuring," the rating agency said. WHITE STAR: Pray Walker Represents 2 Suppliers ---------------------------------------------- In the Chapter 11 cases of White Star Petroleum Holdings, LLC, et al., the law firm of Pray Wlaker, P.C. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing Willman Pump Trucks, LLC and Fechner Pump & Supply, Inc. Willman is a lien creditor of White Star Petroleum, LLC that provided labor, materials, services, equipment, tools, machinery, and supplies pursuant to a contract with White Star in connection with oil and gas operations on lands in Oklahoma in the amount of $87,955. Willman's business address is P.O. Box 1544, Cushing, OK 74023, Phone (918) 306-4514. Fechner is a lien creditor of White Star Petroleum, LLC that provided labor, materials, services, equipment, tools, machinery, and supplies pursuant to a contract with White Star in connection with oil and gas operations on lands in Oklahoma in the amount of $142,428.43. Willman’s business address is 1402 N. Little, Cushing, OK 74023, Phone (918) 225-7867. The firm can be reached at: Pray Walker, P.C. Randall G. Vaughan, Esq. Kevin P. Doyle, Esq. 100 West Fifth Street, Suite 900 Tulsa, OK 74103 Tel: (918) 581-5500 Fax: (918) 581-5599 E-mail: rvaughan@praywalker.com kdoyle@praywalker.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/456IWa About White Star Petroleum White Star Petroleum Holdings, LLC and its subsidiaries -- http://www.wstr.com/-- are engaged in the acquisition, development, exploration and production of oil, natural gas and natural gas liquids located in the Mid-Continent region in the United States. The Debtors are headquartered in Oklahoma City and employ 169 people. As of December 2018, the Debtors owned 315,000 net leasehold acres, primarily in Creek, Dewey, Garfield, Lincoln, Logan, Noble, and Payne counties of Oklahoma. White Star Petroleum Holdings, LLC and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11179) on May 28, 2019. The cases were transferred to the U.S. Bankruptcy Court for the Western District of Oklahoma on June 21, 2019. White Star Petroleum Holdings' case was assigned a new case number (Case No. 19-12521). At the time of the filing, the Debtors estimated assets of between $500 million and $1 billion and liabilities of between $100 million and $500 million. Judge Janice D. Loyd presides over the cases. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as Sullivan's co-counsel; Guggenheim Securities, LLC as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. WILLOWOOD USA: Court Approves Amended Disclosure Statement ---------------------------------------------------------- The Amended Disclosure Statement explaining the Amended Chapter 11 Plan of Willowood USA Holdings, LLC, et al., is approved. A hearing for consideration of confirmation of the Plan and any objections is set for Friday, October 4, 2019, at 9:30 a.m. On or before September 27, 2019, any objection to confirmation of the Plan must be filed and served on the Plan Proponent's counsel. Class 4 General Unsecured Claims are impaired. Each Holder of an Allowed Class 4 Unsecured Claim shall receive interests in the Litigation Trust and the Litigation Trust shall distribute the Litigation Trust Proceeds Pro Rata, in full and final satisfaction of such Allowed Class 4 Unsecured Claim as follows: The Unsecured Tier 2 Distribution of the Litigation Trust Proceeds; the Tier 3 Distribution of the Litigation Trust Proceeds shall be shared Pro Rata by Holders of an Allowed Class 4 Unsecured Claims. That Tree Line shall receive a maximum of $3,000,000.00, from the Tier 3 Distribution, and any remaining funds in the Tier 3 Distribution that would have otherwise gone to Tree Line on account of its remaining Deficiency Claim shall be waived by Tree Line and instead be distributed Pro Rata to Holders of Allowed Class 4 Unsecured Claims. Class 2 Secured Claim and Unsecured Deficiency Claim of Tree Line are impaired. he Debtors shall remit to Tree Line, on behalf of itself and each Prepetition Term Lender, all Distributable Cash. In addition, Tree Line, on behalf of itself and each Prepetition Term Lender, shall receive interests in the Litigation Trust and the Litigation Trust shall distribute the Litigation Trust Proceeds available to Tree Line, on behalf of itself and each Prepetition Term Lender, as follows: (a) the first $300,000.00 of Litigation Trust Proceeds; the next $2,500,000.00 of Litigation Trust Proceeds; and the Tier 3 Distribution of the Litigation Trust Proceeds shall be shared Pro Rata by Holders of all Allowed Class 4 Unsecured Claims. That Tree Line shall receive a maximum of $3,000,000.00 plus an amount equal to $300,000.00 minus the amount of the Tier 1 Distribution received by Tree Line, from the Tier 3 Distribution, and any remaining funds in the Tier 3 Distribution that would have otherwise gone to Tree Line on account of its remaining Deficiency Claim shall be waived by Tree Line and instead be distributed Pro Rata to Holders of Allowed Class 4 Unsecured Claims. Class 5 Equity Interests in the Debtors are impaired. Each Holder of an Allowed Class 5 Equity Interest shall receive interests in the Litigation Trust and be paid its Pro Rata share of any proceeds from the sale of Assets and Litigation Trust recoveries (if any) remaining after the satisfaction of Allowed Administrative Claims, Priority Tax Claims, Priority Non-Tax Claims, and Allowed Claims in Classes 1, 2, 3, and 4. The Litigation Trust shall be funded with the following amounts on the Effective Date: $250,000 deposited unencumbered into a segregated escrow account held by Debtors' counsel; he Minimum Unsecured Creditor Reserve shall be deposited unencumbered into the Litigation Trust Account solely for distribution to unsecured Creditors (other than on account of the Deficiency Claim) in accordance with the Plan; and Upon the later of the final allowance of the Committee's professionals' final fees or the Effective Date of the Plan, from the Expenses Account, an amount equal to $750,000 minus the total allowed Committee's professionals' fees shall constitute additional Trust Administration Funds. Willowood Objects to Disclosure Statement The Debtors and Tree Line hope to fund their proposed Plan with the proceeds from lawsuits against Willowood Ltd. (HK), and Willowood FZE (HK). Litigating these alleged claims will be neither simple, cheap nor quick. The Willowood Group categorically disagrees with the factual assertions about them in the Disclosure Statement, and similarly disagrees there is any legal basis supporting said claims. The Willowood Group does not acknowledge Bankruptcy Court jurisdiction to resolve these claims, and observes that the United States has refused to sign the Hague Convention for the enforcement of Foreign Judgments thereby rendering any Judgments rendered with U.S. courts unenforceable and without full faith and credit around the world, including in Asia where the Willowood Group conducts its business. The Willowood Group submits that creditors should vote against the Plan, opt out of the Releases and otherwise direct the Litigation Trust to seek recovery from other prospects or distribute the funds intended to support the Litigation Trust immediately to the Unsecured Creditors, rather than pursue remote efforts against the Willowood Group or the so-called Indemnity parties. Syngenta Objects to Disclosure Statement Syngenta Crop Protection, LLC, proposes to resolve its Objection to Approval of the Disclosure Statement for Plan of Liquidation and suggest the Debtor add the following language: "Nothing in the Plan or Confirmation Order shall modify or release: (1) the Permanent Injunction entered on November 20, 2017 in Syngenta Crop Protection, LLC v. Willowood, LLC, Case No. 1:15-cv-274 (M.D.N.C.), which shall continue in operation and effect with respect to the Debtors, Liquidating Debtors, Plan Administrator, and Liquidating Trustee; (2) Syngenta's or any other party's rights and obligations under FIFRA and EPA statutes and regulations, including but not limited to the rights regarding any transfer or sale of the Debtors' Azoxystrobin EPA registrations, data compensation and cancellation of EPA registrations; and (3) Syngenta's or any other party’s rights and obligations with respect to: (A) Syngenta's proofs of claim filed in the Debtors' Chapter 11 Cases; and (B) any claims in either Syngenta Crop Protection, LLC v. Willowood, LLC, Case No. 1:15-cv-274 (M.D.N.C.) or Syngenta Crop Protection, LLC v. Willowood, LLC, Willowood USA, LLC, Willowood Azoxystrobin, LLC, Willowood Limited, No. 2018-1614 (Fed. Cir. 2018). A full-text copy of the Disclosure Statement dated August 28, 2019, is available at https://tinyurl.com/y4oe6gy4 from PacerMonitor.com at no charge. A full-text copy of the Plan dated August 28, 2019, is available at https://tinyurl.com/y6okaymz from PacerMonitor.com at no charge. Attorneys for the Debtors: Michael J. Pankow, Esq. Joshua M. Hantman, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 17th Street, Suite 2200 Denver, Colorado 80202 Telephone: (303) 223-1100 Attorneys for Willowood Ltd. (HK) and Willowood FZE (HK): Mark A. Nadeau, Esq. DLA PIPER LLP (US) 2525 East Camelback Road, Suite 1000 Phoenix, AZ 85016-4232 Tel: 480.606.5100 Fax: 480.606.5101 Email: Mark.Nadeau@dlapiper.com -- and -- David Riley, Esq. DLA PIPER LLP (US) 2000 Avenue of the Stars, Suite 400 North Tower Los Angeles, CA 90067-4704 Telephone: (310) 595-3000 Facsimile: (310) 595-3300 Email: David.Riley@dlapiper.com Attorneys for Syngenta Crop Protection, LLC: David H. Conaway, Esq. Ronald D. P. Bruckman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 South Tryon Street, Suite 2200 Charlotte, North Carolina 28280 Telephone: 704-375-0057 Email: dconaway@shumaker.com rbruckmann@shumaker.com About Willowood USA Holdings Willowood USA, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-11320) on Feb. 27, 2019. The case is jointly administered with the Chapter 11 case of Willowood USA Holdings, LLC (Bankr. D. Colo. Case No. 19-11079). At the time of the filing, the Debtor estimated assets of $10 million to $50 million and liabilities of the same range. The case is assigned to Judge Kimberley H. Tyson. Brownstein Hyatt Farber Schreck, LLP, is the Debtor's legal counsel; r2 advisors, llc, is the chief restructuring officer; and Piper Jaffray & Co., is the investment banker. Bankruptcy Management Solutions, Inc. d/b/a Stretto, is the claims and noticing agent. The Office of the U.S. Trustee on March 12, 2019, appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case. The committee tapped CKR Law LLP and was substituted by Montgomery McCracken Walker and Rhoads LLP, as counsel; Kutner Brinen, P.C. as local co-counsel; and PricewaterhouseCoopers LLP as its financial advisor. ********* 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. 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