/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/190919.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 19, 2019, Vol. 23, No. 261 Headlines ACI WORLDWIDE: Egan-Jones Lowers Senior Unsecured Ratings to BB- ADVANCED GREEN: Case Summary & 20 Largest Unsecured Creditors ALTA MESA: Non-Debtor Kingfisher Midstream Included in Sale ALTA MESA: S&P Lowers ICR to 'D' on Chapter 11 Filing AMERICAN ENERGY: Fitch to Rate Issuer Default Rating 'CCC+(EXP)' ARCACHON PARTNERS: Case Summary & 10 Unsecured Creditors AVENUE STORES: Oct. 3 Auction of E-Commerce Business Assets Set BIDFAIR MERGERIGHT: Moody's Assigns B1 CFR, Outlook Stable BLOOM ENERGY: Could End Up in Bankruptcy, Says Hindenburg CALAIS REGIONAL: Case Summary & 20 Largest Unsecured Creditors CALAIS REGIONAL: Hospital Business as Usual While in Chapter 11 CARIZZO OIL: Egan-Jones Hikes Senior Unsecured Ratings to BB- CCO HOLDINGS: Fitch Assigns BB+ Rating to Sr. Unsec. Notes Due 2030 CDW LLC: S&P Rates Unsecured Notes for Debt Redemption 'BB-' CEDAR HAVEN: M. Barajas Named Patient Care Ombudsman CENTER CITY HEALTHCARE: PCO Files 1st Report CENTURYLINK INC: Egan-Jones Lowers Senior Unsecured Ratings to B CHARMING CHARLIE: $1.1M Sale of IP Assets to CJS Approved CHHATRALA GRAND: Case Summary & 20 Largest Unsecured Creditors CIRCLE BAR: Seeks Approval to Hire Bankruptcy Attorneys CLEAVER-BROOKS INC: S&P Lowers ICR to 'B-' on Volume Declines COEUR MINING: Egan-Jones Lowers Senior Unsecured Ratings to B CRIDER AVENUE: $2.7M Sale of Moorestown Property to Klein Approved ENEROLD DRILLING: Wins Initial Order Under CCAA FLEETSTAR LLC: $168K Sale of 2 Rolloffs to River Parish Approved FOLTS HOME: Court Confirms Amended Chapter 11 Plan of Liquidation FORBES AMBULATORY: Court Waives Appointment of Ombudsman FOREVER 21: In Talks to Give Landlords Stake in Bankruptcy FORTRESS TRANSPORTATION: Fitch Assigns BB- LT IDR, Outlook Stable FRONTIER COMMUNICATIONS: Egan-Jones Cuts Sr. Unsec. Ratings to CCC FTS INT'L: Moody's Lowers CFR to B3 & Alters Outlook to Stable FURIE OPERATING: Seeks to Hire McDermott as Counsel GLEASON'S GYMNASTIC: Taps Paul D. Armour as Accountant GLENVIEW HEALTH CARE: Responds to U.S. Trustee's PCO Request GLENVIEW HEALTH CARE: Sept. 19 Hearing on Ombudsman Appointment GLOBAL CORE: Seeks to Hire Charles C. Ward as Attorney GOSPEL WAY: Seeks to Hire Dahiya Law Offices as Legal Counsel H2D MOTORCYCLE: Seeks to Hire Baker Tilly as Accountant HAPPY FACES: Seeks to Hire Dennis M. Mahoney as Attorney HEARTS AND HANDS: B. Hagedorn Named Patient Care Ombudsman HENRY ANESTHESIA: Asks Court to Excuse Ombudsman Appointment HOLLY ENERGY: Moody's Raises CFR to Ba2, Outlook Stable HOUSTON-HARRIS: Trustee Hires William G. West as Accountant IMPERIAL 290 HOSPITALITY: Dec. 9 Plan Confirmation Hearing INSYS THERAPEUTICS: E. Frejka Named Consumer Privacy Ombudsman IPIC-GOLD CLASS: Hires Aurora Management as Financial Advisor IPIC-GOLD CLASS: Oct. 17 Auction of All Assets Set J. CREW: Moody's Affirms Caa2 CFR, Outlook Developing J.E.L. SITE: Taps BransonLaw as Legal Counsel JANETTE COCKRUM: $35K Sale of Mountain Home Property Approved KANDY LIMITED: Seeks to Hire Waterfall Economidis as Counsel KINGATE EURO: U.S. Recognition Hearing Scheduled for Oct. 3 LAMBERT'S CONSTRUCTION: Hires Lively & Associates as Accountant LBJ HEALTHCARE: PCO Files 18th Interim Report LE JARDIN HOUSE: $875K Sale of Bay Harbor Condo Unit 402 Approved LE JARDIN HOUSE: $940K Sale of Bay Harbor Condo Unit 302 Approved LIT'L PATCH OF HEAVEN: U.S. Trustee Appoints J. Bell as PCO LONGVIEW POWER: S&P Lowers Sr. Secured Term Loan B Rating to 'CCC' LOOT CRATE: Seeks to Hire Bryan Cave as Legal Counsel MARGARET MIKE: Seeks to Dispense With Patient Care Ombudsman MBIA INC: Egan-Jones Lowers Senior Unsecured Ratings to B MEDICAL DEPOT: S&P Cuts ICR to CCC on Persistent Cash Flow Deficits MEDICAL SOLUTIONS: Moody's Confirms B2 CFR & Alters Outlook to Neg. MERRILL CORP: S&P Lowers ICR to 'B' on Dividend Recapitalization MESKO RESTAURANT: Hires Force 10 Partners as Sales Consultant MICHAEL D. COHEN: Unsecureds to Recoup 2.46% in Amended Plan MIDCONTINENT EXPRESS: Moody's Withdraws Ba2 CFR on Debt Repayment MOUNTAIN HOME: Seeks to Hire Patten Peterman as Legal Counsel MPLX LP: Fitch Rates $1B 6.50% Series A Preferred Stock 'BB+' MYLABDFW, LLC: $12K Sale of Personalty to Reveles Approved NATURAL PRODUCT: Seeks to Hire Chipman Brown as Co-Counsel NATURAL PRODUCT: Seeks to Hire GlassRatner as Financial Advisor NATURAL PRODUCT: Seeks to Hire Squire Patton as Legal Counsel NORTHEAST SOMERSET: Hires John J. LoSordo as Attorney NOVASOM INC: L. Thomson Named Consumer Privacy Ombudsman OLIVE MERGER: Moody's Lowers CFR to Caa1, Outlook Negative PALM BEACH BRAIN: U.S. Trustee Directed to Appoint Ombudsman PALM HEALTHCARE: Court OKs Bid to Waive Ombudsman Appointment PALMER-TECH SERVICES: Case Summary & 20 Top Unsecured Creditors PAYLESS HOLDINGS: Unsecured Creditors to Recoup 3.6%-4.8% PERKINS & MARIE: Seeks to Hire Richards Layton as Co-Counsel PG&E CORPORATION: Taps Willis Towers as Human Resource Consultant POCMONT PROPERTIES: Voluntary Chapter 11 Case Summary PURDUE PHARMA: Raymond Sackler Family Taps Milbank LLP ROBERT LUNDEEN: $221K Sale of Naples Property to Montgomery Okayed ROJO PROPERTY: Seeks to Hire Hinkle Law Firm as Counsel RUI HOLDING: No Competing Bid Against Landry's $37.2MM SPORTCO HOLDINGS: Hires Wilson Kibler as Real Estate Broker STORNOWAY DIAMOND: Wins Initial Order Under CCAA THOMAS COOK: Seeks U.S. Recognition of U.K. Restructuring TOTAL HEALTH: U.S. Trustee Appoints E. Hart as Ombudsman VAN'S LAUNDROMATS: Court Confirms Chapter 11 Plan VERITY HEALTH: PCO Files 5th Report WALL STREET PRODUCTIONS: Case Summary & 20 Top Unsecured Creditors WEATHERFORD INTERNATIONAL: Panel Hires Norton Rose as Co-Counsel WESTERN DIGITAL: Egan-Jones Lowers Senior Unsecured Ratings to BB WHITE'S PLACE: Seeks to Hire Jennis Law Firm as Counsel [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* ACI WORLDWIDE: Egan-Jones Lowers Senior Unsecured Ratings to BB- ---------------------------------------------------------------- Egan-Jones Ratings Company, on September 13, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by ACI Worldwide Incorporated to BB- from BB. ACI Worldwide Inc. is a payment systems company headquartered in Naples, Florida. ACI develops a broad line of software focused on facilitating real-time electronic payments. ADVANCED GREEN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Three affiliates that simultaneously filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Advanced Green Innovations, LLC 19-11766 7030 W Oakland St, #101 Chandler, AZ 85226 ZHRO Power, LLC 19-11768 7030 W Oakland St, #101 Chandler, AZ 85226 ZHRO Solutions, LLC 19-11771 7030 W Oakland St, #101 Chandler, AZ 85226 Business Description: Advanced Green Innovations LLC and its subsidiaries are clean energy companies developing and commercializing an array of green technologies. Each of the Debtors is a limited liability company formed under the statutes of the State of Arizona. Chapter 11 Petition Date: September 16, 2019 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. 19-11766 Debtor's Counsel: MICHAEL W. CARMEL MICHAEL W. CARMEL, LTD. 80 E. Columbus Ave Phoenix, AZ 85012-4965 Tel: 602-264-4965 Fax: 602-277-0144 E-mail: michael@mcarmellaw.com Advanced Green's Estimated Assets: $0 to $50,000 Advanced Green's Estimated Liabilities: $1 million to $10 million ZHRO Power, LLC's Estimated Assets: $0 to $50,000 ZHRO Power, LLC's Estimated Liabilities: $10 million to $50 million ZHRO Solutions's Estimated Assets: $0 to $50,000 ZHRO Solutions's Estimated Liabilities: $1 million to $10 million The petitions were signed by Terry Kennon, president. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at: http://bankrupt.com/misc/azb19-11766.pdf http://bankrupt.com/misc/azb19-11768.pdf http://bankrupt.com/misc/azb19-11771.pdf ALTA MESA: Non-Debtor Kingfisher Midstream Included in Sale ----------------------------------------------------------- Alta Mesa Resources Inc. is proposing to sell itself at an auction in early January 2019 potentially along with a midstream affiliate it excluded from its Chapter 11 bankruptcy cases. Alta Mesa in a motion filed in U.S. Bankruptcy Court in Houston sought an order approving bidding procedures for itself and its non-debtor affiliate, Kingfisher Midstream LLC. Alta Mesa has two primary business segments: an upstream oil and gas exploration and production business operated by debtor Alta Mesa Holdings, LP ("AMH") and its subsidiaries, and a midstream oil and gas services business operated by Kingfisher Midstream, LLC. Only AMH and its subsidiaries sought Chapter 11 protection. Kingfisher, which operates the midstream business, has natural gas gathering and processing, and crude oil gathering and storage assets located in the Anadarko Basin that generate revenue primarily through long-term, fee based contracts (including certain gathering agreements with debtor Oklahoma Energy Acquisition LP, a subsidiary of AMH). In addition, in November 2018, a subsidiary of Kingfisher purchased produced water gathering pipelines, facilities, disposal wells, surface leases and easements from AMH and entered into a water gathering agreement with AMH. Certain of the Kingfisher assets are used in the Debtors' oil and natural gas operations and are strategically positioned to provide similar services to other producers in the area. Likewise, approximately 80‒90% of Kingfisher's revenue is derived from long-term crude oil, gas, and water gathering agreements with debtor Oklahoma Energy. Bidding Procedures If approved, the bidding procedures set forth the process by which the Debtors will solicit and select the highest and otherwise best offer for the sale of substantially all or any portion or combination of their assets (the "Debtor Assets") and the assets of non-debtor affiliates, including the gathering assets owned by Kingfisher Midstream, LLC and/or its subsidiaries (the "Non-Debtor Assets"). The Debtors propose this timeline: a. Bid Deadline: Nov. 26, 2019 at 5:00 p.m. (prevailing Central Time), as the deadline by which all binding bids must be actually received pursuant to the Bidding Procedures (the "Bid Deadline"); b. Sale Objection Deadline: Dec. 30, 2019, as the deadline to object to the sale Transactions and/or the assumption and assignment of the Designated Contracts and cure amounts related thereto (the "Sale Objection Deadline"); c. Stalking Horse Deadline: Dec. 31, 2019, as the deadline for the Debtors to identify a stalking horse bidder in advance of the Auction and obtain Court approval of any Bid Protections in connection with the same; d. Auction: Jan. 3, 2020 at 10:00 a.m. (prevailing Eastern Time), as the date and time of the auction (the "Auction"), if one becomes necessary, which will be held at the offices of counsel for the Debtors, Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, TX 77002 or at such other place and time as the Debtors shall notify all Qualified Bidders, the Consultation Parties and all other parties entitled to attend the Auction; e. Reply Deadline: Jan. 8, 2020 at 5:00 p.m., (prevailing Central Time), as the deadline for the Debtors to file replies to any objections to the sale Transactions and/or the assumption and assignment of the Designated Contracts and cure amounts related thereto; and f. Sale Hearing: Jan. 10, 2020, before the Honorable Judge Marvin Isgur, United States Bankruptcy Judge for the United States Bankruptcy Court for the Southern District of Texas, at 515 Rusk Street, Courtroom 400, Houston, Texas 77002. About Alta Mesa Resources Alta Mesa Resources, Inc., is an independent energy company focused on the development and acquisition of unconventional oil and natural gas reserves in the Anadarko Basin in Oklahoma, and through Kingfisher Midstream, LLC, provides best-in-class midstream energy services, including crude oil and gas gathering, processing and marketing and produced water disposal to producers in the STACK play. Alta Mesa reported $1.4 billion in assets and $864 million in liabilities as of Dec. 31, 2018. Alta Mesa and six affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-35133) on Sept. 11, 2019. The Hon. Marvin Isgur is the case judge. The Debtors tapped Porter Hedges LLP and LATHAM & WATKINS LLP as attorneys; and PERELLA WEINBERG PARTNERS LP AND ITS AFFILIATE TUDOR PICKERING HOLT & CO ADVISORS LP as investment bankers. PRIME CLERK LLC is the claims agent. ALTA MESA: S&P Lowers ICR to 'D' on Chapter 11 Filing ----------------------------------------------------- S&P Global Ratings lowered its issuer credit ratings on Alta Mesa Resources Inc. and its subsidiaries to 'D' from 'CCC-'. At the same time, S&P lowered its issue-level rating on Alta Mesa Holdings LLC's senior unsecured notes due 2024 to 'D' from 'CCC-'. S&P's '4' recovery rating on Alta Mesa Holdings, LP unsecured notes is unchanged, indicating its expectation of 30%-50%; (rounded estimate: 40%) recovery for creditors. S&P said, "Our downgrades reflect the Sept. 12, 2019, announcement by Alta Mesa Resources Inc. that it had voluntarily filed a Chapter 11 bankruptcy. The company had been experiencing production shortfalls which, combined with a challenging commodity price environment and a capital market that is highly constrained for energy companies, ultimately led to the bankruptcy filing. As a result, we are lowering the issuer credit ratings on Alta Mesa Resources, Inc and Alta Mesa Holdings, LP as well as the issue-level ratings on their debt obligations, to 'D'." AMERICAN ENERGY: Fitch to Rate Issuer Default Rating 'CCC+(EXP)' ---------------------------------------------------------------- Fitch Ratings expects to assign Long-Term Issuer Default Ratings of 'CCC+(EXP)' to American Energy - Permian Basin, LLC and 'B-(EXP)' to AEPB Acquisition Company, LLC (AcqCo) with a Stable Outlook at the time of transaction close. Fitch also expects to rate AcqCo's first lien secured revolver 'BB- '/'RR1(EXP)' and the first lien secured notes issue d by AEPB 'CCC+'/'RR4(EXP)'. The ratings assume a revised corporate and debt structure that is expected to be in place following the exchange offers. Once the transaction takes place and the debt is issued, the expected ratings will be replaced by final ratings. AcqCo's standalone credit profile reflects its limited inventory of high-return drilling locations at current unit economics, as well as management's intention to prioritize FCF in order to make interest payments on the notes issued by AEPB, the parent company of AcqCo, and repay revolver borrowings. Management's capital allocation plan is expected to result in capital spending below maintenance levels, leading to declining production in Fitch's base case. The combination of these factors heightens the company's need to manage D&C activity, subject to the realization of additional efficiencies or M&A. These risks to the credit are partially offset by relatively low leverage for a 'B-'category issuer (on a standalone basis, AcqCo remains below 2.0x through the forecast period) as well as an extended maturity profile post-exchange transaction. The one notch difference in the IDRs of the two entities reflects the structural subordination of AEPB's debt in right of payment and security, as well as the lack of cross-default provisions and upstream guarantees between the entities. The structurally senior AcqCo debt's restricted payment covenants allow payments to AEPB for the purpose of cash interest expense if there is no event of default, revolver availability is at least 15%, and the pro forma LTM leverage ratio is below 3.25x (or up to $100 million in aggregate if leverage ratio is above 3.25x). These restrictions could prevent cash flows to AEPB in a stress scenario, thereby heightening credit risk. KEY RATING DRIVERS Limited Proved, High-Return Inventory: The company's 127,600 net acres are located on the periphery of the Southern Midland basin, in Reagan, Irion, and Crockett counties in West Texas. Management's medium-term drilling plans are focused on the Reagan and Irion positions, particularly since beyond the southern border of Reagan in Crockett county, the oil cut is far lower. The core Reagan acreage is situated in the southern half of the county, which is lower pressure compared to the northern half of the county, where several public peers have larger, more contiguous positions. The company's new Gen III well design, which features more proppant and fluid per foot, as well as wider spacing, has exhibited favorable well productivity results and solid returns across its 42 Gen III wells. However, Fitch views AEPB's high-return inventory as limited with around 4-5 years of Gen III Tier 1 inventory. Therefore, Fitch believes the company could engage in M&A, which could heighten execution risk, in order to acquire additional higher return drilling locations. The secured notes indenture allows the company to incur unsecured or junior lien debt to finance an acquisition, subject to a number of restrictions, including that total net leverage is no higher than before the transaction and that acquired assets are within the Permian basin. Mid-Sized, Declining Production Profile: The company's $850 million capital program is expected to achieve average production of 53.5 mboe/d for FY19, which is comparable to 'B'-category E&P peers. Beyond 2019, AEPB management plans to run a two rig program, with capital spending at or below maintenance levels, which is anticipated to lead to moderate production declines after 2020. Fitch recognizes the company's liquidity-linked reduction to D&C activity will manage its leverage profile but believes it could introduce borrowing base and operational momentum risks that may lead to AcqCo restricting AEPB payments. Neutral Consolidated FCF Forecasted: Fitch's base case forecasts the consolidated company will be FCF neutral. The AcqCo standalone base case FCF profile, however, is forecast to be sufficient to meet AEPB interest. The combination of AcqCo's positive FCF profile, structural seniority and covenants support Fitch's one-notch difference between the IDRs. AcqCo could stop making payments to AEPB when there has been an event of default, revolver availability is less than 15%, or leverage is above 3.25x (in which case, up to $100 million in aggregate). Solid Credit Metrics: Following the transaction, the company will have a relatively simple capital structure, with debt consisting only of AcqCo RBL borrowings and around $700 million of AEPB first lien notes. For AcqCo on a standalone basis, leverage remains below 2.0x through its base case forecast. On a consolidated basis, leverage averages 3.3x through the forecast, which compares favorably to peers in the rating category. DERIVATION SUMMARY With pro forma production of 35.7 mboe/d at YE 2018, AEPB is smaller than SM Energy (SM, B+/Stable, Permian/Eagle Ford) and Laredo Petroleum (not rated, Permian) and similar in size to basin peers Jagged Peak Energy (JAG, not rated, Permian) and Callon Petroleum (not rated, Permian), but larger than Lonestar Resources US Inc. (B-/Stable, Eagle Ford). However, AEPB's growth plans call for 2019 exit production of 65 mboe/d, which will be larger than JAG and CPE but still smaller than SM and LPI. Unlike these peers, AEPB's production profile is forecast to decline after 2020. At March 31, 2019, AEPB's operating cost structure of $18.3/boe is significantly higher than the overall Permian peer average (SM, LPI, JAG, CPE) of $10.7. Fitch forecasts improvements to both G&A and LOE that will help reduce operating costs to around $13-$14/boe. Forecasted AEPB leverage averages 3.3x (consolidated) in Fitch's base case, which is lower than LONE at 4.3x or Ultra Petroleum Corp. (CCC+/Rating Watch Negative) at 4.1x at Dec. 31, 2018. AEPB's leverage is slightly higher than but similar to CPE's 3.0x and SM's 2.9x at year-end. However, AEPB is more highly leveraged than LPI, which is below 2.0x. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil price of $57.5/bbl in 2019 and 2020, declining to $55/bbl in 2021 and the long-term; - HH natural gas price of $2.75 through the forecast period; - Production growth to 53 mboe/d in 2019, slight growth into 2020 (considering exit production of 65 mboe/d), and volume declines thereafter; - $850 million capital program in 2019 followed by capital expenditures below maintenance levels; - Contemplated transaction closes in the third quarter of 2019. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that the company would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA assumption of $227 million takes into account a prolonged commodity price downturn ($50/bbl WTI and $2.25/mcf gas in 2019 moving toward $42.5/bbl WTI and $2.0/mcf gas in 2020 and $45.0/WTI and $2.25/mcf gas in 2021) causing lower than expected production and cash flow. An EV multiple of 4x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: The historical bankruptcy case study median exit EV multiple was 6.1x, with a wide range. Fitch uses a multiple of 4x compared to the historical bankruptcy case study exit multiple because of the company's small size and cash flow uncertainty at Fitch's stress case price deck relative to peers. Liquidation Approach The liquidation estimate reflects Fitch's view of transactional and asset-based valuations, such as recent transactions for the Southern Midland basin on a $/acre basis, as well as SEC PV-10 estimates. This data was used to determine a reasonable sales price for the company's assets. The total acreage value is estimated at approximately $860 million, which is below the future net income discounted at 10% from Proved Developed Producing properties of about $1.1 billion, as measured at year-end 2018 using $65/bbl WTI price assumptions. Using SEC pricing at year-end 2018, the pre-tax PV-10 was $940 million. The company's main driver of value is its positions in Southern Reagan county. The acreage in gassier Irion and Crockett counties has been ascribed a lower valuation by Fitch. The revolving credit facility is assumed to be 85% drawn upon default, because, at that utilization level, payments to AEPB for the purpose of cash interest would cease, culminating in an event of AEPB default. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first lien revolver ($700 million commitment, $595 million drawn) and a recovery corresponding to 'RR4' for the first lien notes. RATING SENSITIVITIES For AcqCo: Developments That May, Individually or Collectively, Lead to Positive Rating Action - Improved liquidity position, including borrowing base expansion or revolver pay down; - Execution of M&A in a credit-conscious manner, resulting in the addition of economic drilling locations without an aggressive increase in leverage; - Consolidated Debt/EBITDA sustained below 3.0x and/or FFO Adjusted Leverage sustained below 3.5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Deteriorating liquidity profile that inhibits operational momentum and restricts resource development; - Leveraging transaction that heightens operational execution and financial risks; - Consolidated Debt/EBITDA above 4.0x and FFO Adjusted Leverage above 4.5x. For AEPB: Developments That May, Individually or Collectively, Lead to Positive Rating Action - Increased liquidity at AcqCo, reducing the likelihood that borrowing base availability falls below 15%; - Consolidated Debt/EBITDA sustained below 3.0x and/or FFO Adjusted Leverage sustained below 3.5x. Developments That May, Individually or Collectively, Lead to Negative Rating Action - Leverage and/or RBL availability approach levels that would restrict distributions to AEPB; - Consolidated Debt/EBITDA above 4.0x and FFO Adjusted Leverage above 4.5x. LIQUIDITY AND DEBT STRUCTURE Limited Consolidated Liquidity: The company's primary source of liquidity will be its $700 million reserve-based revolving credit facility. Considering expected availability under the facility of less than 30% at YE19 at Fitch's base case price deck, liquidity is viewed as limited on a consolidated basis. Fitch expects remaining headroom under the revolver will afford some ability to manage production and retain operational momentum in a weak price environment, while other contingent liquidity levers, such as asset sales, are relatively few. However, Fitch recognizes that, in a stress scenario, AcqCo liquidity could benefit from AcqCo RBL restricted payment provisions and lack of AEPB cross-defaults. Improved Maturity Profile: Following the transaction, the maturity profile is clear until 2024. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's financial statements. ARCACHON PARTNERS: Case Summary & 10 Unsecured Creditors -------------------------------------------------------- Debtor: Arcachon Partners, LLC 1336 Oak Avenue, Suite D Saint Helena, CA 94574 Business Description: Arcachon Partners, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 775 Deer Park Road Saint Helena, CA 94574. Chapter 11 Petition Date: September 16, 2019 Court: United States Bankruptcy Court California Northern Bankruptcy Court (Santa Rosa) Case No.: 19-10687 Judge: Hon. Charles Novack Debtor's Counsel: Michael C. Fallon, Esq. LAW OFFICES OF MICHAEL C. FALLON 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jonathan Roleder, managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at: http://bankrupt.com/misc/canb19-10687.pdf AVENUE STORES: Oct. 3 Auction of E-Commerce Business Assets Set --------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of Avenue Stores, LLC and its debtors-affiliate in connection with the going concern sale or disposition of their e-commerce business, consisting of, among other things, (x) their intellectual property and (y) inventory stored at their distribution facility located in Dallas, Texas and designated for fulfilling online orders, at auction. The Debtors are authorized to conduct the Bidding Process in accordance with the Bid Procedures, the terms of the DIP Credit Agreement, the DIP Order, and the terms thereof, and without the necessity of complying with any state or local bulk transfer laws or requirements applicable to the Debtors. Potential Bidders or Qualified-Bidders (other than any Stalking Horse Bidder), will not be allowed any break-up, termination or similar fee with respect to the E-Commerce Business Assets. Moreover, all the Potential Bidders, Qualified Bidders, and any Stalking Horse Bidder (excluding any Bid Protections approved by the Court) waive any right to seek a claim for substantial contribution pursuant to section 503 of the Bankruptcy Code, or the payment of any broker fees or costs, unless specifically agreed to by the Debtors upon consultation with the Consultation Parties. These Assignment Procedures will govern the assumption and assignment of the Contracts in connection with the Sale, and any objections related thereto: a. On Sept. 16, 2019, the Debtors will file with the Court and serve on each Non-Debtor Counterparty to each of the Contracts the Potential Assumption and Assignment Notice. The Cure Cost/Assignment Objection Deadline will be 4:00 p.m. (ET) on Sept. 30, 2019 or seven following service of the Potential Assumption and Assignment Notice. b. The Cure Cost/Assignment Objection Deadline is at 4:00 p.m. (ET) on Sept. 30, 2019. c. The Post-Auction Objection Deadline is 2:00 p.m. (ET) on Oct. 7, 2019. d. If a Non-Debtor Counterparty files a Cure Cost/Assignment Objection satisfying the requirements of these Assignment Procedures, the Debtors and the Non-Debtor Counterparty shall-meet and confer in good faith to attempt to resolve any such objection without Court intervention. If the applicable parties determine that the objection cannot be resolved Without judicial intervention in a timely manner, the Court will make all necessary determinations relating to such Cure Cost Assignment Objection at a hearing scheduled. e. The Debtors' decision to assume and assign the Contracts to the relevant Successful Bidder is subject to the Court's approval and the closing of the Sale. Two business days after entry of the Order, the Debtors will cause the Notice of Auction and Sale Hearing to all parties-in-interest. In addition to the foregoing, five business days after entry of the Bid Procedures Order, the Debtors shall, subject to applicable submission deadlines, publish the Notice of Auction and Sale Hearing once in the national edition of The New York Times, and post the Notice of Auction and Sale Hearing and the Bid Procedures Order on the website of the Debtors' claims and noticing agent, Prime Clerk, LLC. As soon as reasonably practicable following conclusion of the Auction, the Debtors will file a notice on the Court's docket identifying the Successful Bidder(s) for the E-Commerce Business Assets and any applicable Next-Highest Bidder(s). The Potential Assumption and Assignment Notice, and the other Assignment Procedures set forth therein, are sufficient to provide effective notice pursuant to Bankruptcy Rules 2002(a)(2), 6004(a) and 6006(c) to the Non-Debtor Counterparties to the Contracts of the Debtors' intent to potentially assume and assign some or all of the Contracts and are approved. The Letter of Intent Deadline is Sept. 14, 2019 at 11:59 p.m. (ET). In the event that the Debtors do not obtain a Letter of Intent reasonably acceptable to the DIP Administrative Agent by the Letter of Intent Deadline, unless extended upon the consent of the DIP Administrative Agent, the Debtors' e-commerce inventory will be deemed sold on the terms set forth in the Agency Agreement, subject to Court approval. The Stalking Horse Bid Deadline is Sept. 27, 2019 at 11:59 p.m. (ET). In the event that the Debtors do not obtain a Stalking Horse Bid reasonably acceptable to the DIP Administrative Agent by the Stalking Horse Bid Deadline, unless extended upon the consent of the DIP Administrative Agent, the Debtors' e-commerce inventory will be deemed sold on the terms set forth in the Agency Agreement, subject to Court approval. The Bid Deadline is Oct. 1, 2019 at 5:00 p.m. (ET). The Debtors may sell the E-Commerce Business Assets by conducting an Auction in accordance with the Bid Procedures and the terms of the DIP Credit Agreement. If at least two Qualified Bids (or one Qualified Bid if there is also a Stalking Horse Bid) are received by the Bid Deadline with regard to the E-Commerce Business Assets, the Debtors will conduct an Auction in accordance with the Bid Procedures, which Auction will take place on Oct. 3, 2019 at 10:00 a.m. (ET) at the offices of the counsel to the Debtors, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, or such later time or such other place as the Debtors will designate. The Debtors will provide, to any Non-Debtor Counterparty that is implicated by any Stalking Horse Bid or any Qualified Bid, (a) the identity of the Stalking Horse Bidder or Qualified Bidder, and (b) adequate assurance information from the Stalking Herse Bidder or Qualified Bidder. The Sale Hearing will be held before the Court on Oct. 7, 2019 at 2:00 p.m. (ET). The Sale Objection Deadline is Sept. 30, 2019 at 4:00 p.m. (ET). Notwithstanding any provision in the Bankruptcy Rules to the contrary, the stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Order will be effective immediately and enforceable upon its entry. The requirements set forth in Local Rules 6004-1, 9006-1, and 9013-1 are satisfied or waived. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Avenue_Stores_221_Order.pdf About Avenue Stores Avenue has been a leader in the fashion industry for plus-size clothing for over thirty years. The "Avenue" brand was founded in 1987 when national retailer Limited Brands, Inc. combined its "Lerner Woman" store group with its "Sizes Unlimited" store group and was subsequently spun off as an independent division and renamed United Retail Group Inc. in 1989. United Retail Group conducted an initial public offering in 1992 and operated as a public company that traded on NASDAQ under the symbol "URGI" until November 2007, when it was acquired by VLP Corporation, an affiliate of Redcats USA, Inc. After the acquisition by Redcats USA, the company experienced operating losses driven by sales declines in retail stores, which led United Retail Group and certain of its affiliates to commence bankruptcy proceedings (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1, 2012. In a court-approved auction, Avenue Stores LLC (formerly known as Ornatus URG Acquisition, LLC) purchased substantially all of URG's assets. The sale closed on April 13, 2012. Investment funds advised by Versa Capital Management, LLC, hold indirectly approximately 99% of the Class A Units issued by Ornatus Holdings, with the remaining Class A Units held by a third-party investor. In addition to Class A Units, those same equity holders hold 100% of the Class A-1 Units and Class B Units issued by Ornatus Holdings. On Aug. 16, 2019, Avenue Stores, LLC and 3 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11842), disclosing that it intends to close all 255 brick-and-mortar store locations. The new cases are pending before the Honorable Laurie Selber Silverstein. Young Conaway Stargatt & Taylor, LLP, is the Debtors' counsel. BRG is the financial advisor. Configure Partners LLC is the investment banker in connection with the sale of the E-commerce business. Prime Clerk LLC is the claims agent. A joint venture by Hilco Merchant Resources, LLC, and Gordon Brothers Retail Partners, LLC, is conducting "going out of business" sales at the Company's retail stores. BIDFAIR MERGERIGHT: Moody's Assigns B1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned to BidFair MergeRight Inc. a B1 Corporate Family Rating, and a B1-PD Probability of Default Rating. Moody's also assigned a B1 rating to the proposed issuance of senior secured bank facilities comprised of seven year $550 million term loan B and a $400 million five year revolving credit facility. Additionally, Moody's assigned a Speculative Grade Liquidity rating of SGL-2. The outlook is Stable. BidFair will ultimately be owned and controlled by BidFair USA LLC, an entity wholly owned by Patrick Drahi, whose principal holding includes Altice, a group of two publicly traded telecommunications companies. The ratings are subject to review of final documentation. "The B1 CFR reflects Sotheby's strong market presence, a significant equity contribution to support the going private transaction and good liquidity, stated Moody's analyst, Peggy Holloway." Sotheby's existing operations will be split into three subsidiaries, the legacy Sotheby's auction business which forms the credit group for these financings and two non-recourse subsidiaries, that will run Sotheby's financial service operation and the other that will own and lease the London and New York offices to Sotheby's. The proceeds from the proposed bank term loan, other secured debt totaling $550 million and approximately $1.45 billion of cash equity will be used to acquire Sotheby's equity ($3.7 billion), repay its outstanding debt ($990 million) and pay transaction fees and expenses. Initially, the bank credit facilities will be issued by BidFair and following the merger, Sotheby's will be the surviving entity. The bank facilities and notes will be guaranteed by BidFair's direct parent, BidFair HoldCo, and existing and future direct or indirect material subsidiaries of the borrower. The bank facilities will be secured by substantially all assets and equity interests of the borrower held by the Parent. Sotheby's existing ratings will be withdrawn upon closing of the acquisition. Assignments: Issuer: BidFair MergeRight Inc. Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B1 Senior Secured Term Loan B, Assigned B1 (LGD3) Senior Secured Revolving Credit Facility, Assigned B1 (LGD3) Outlook Actions: Issuer: BidFair MergeRight Inc. Outlook, Assigned Stable RATINGS RATIONALE Sotheby's credit profile is supported by the company's strong qualitative factors which include its position as one of just two major branded global auction houses, its well-known expertise in a highly specialized industry characterized by high barriers to entry, and strategic emphasis on increasing digitalization, and expanding into new non-art product categories that will draw and appeal to a larger geographic and demographic audience. The rating is supported by management's stated intention to reducing high pro-forma leverage by applying all free cash flow to reduce debt. Additionally, Sotheby's benefits from good liquidity given its ability to generate free cash flow of approximately $125 million and access to a committed revolving credit facility. The company's credit profile is constrained by the high cyclicality of the art auction market which can result in dramatic swings in operating performance and credit metrics, that Sotheby's most recently experienced beginning in the fourth quarter of 2015 through year end 2016. During this time, Sotheby's total auction sales and EBITDA dropped by approximately 29% and resulted in a material deterioration in credit metrics. The art market rebound began in 2017 and is continuing, however, Moody's expects some softness in demand to appear over the next 12 -- 18 months given geopolitical issues, including Brexit, trade wars, and softening global economic growth. Sotheby's has agreed to provide a $150 million letter of credit to support the guarantee given by the Parent Guarantor (BidFair Holdco) to SFS's obligations under securitization vehicles. This reduces availability under the $400 million revolver and is factored into its liquidity assessment. Proforma Moody's adjusted debt/EBITDA of around 5.0x assuming 100% of projected synergies are achieved is high particularly in light of industry cyclicality that is difficult predict. This risk is offset to some degree by an expected improvement in margin due to elimination of stock compensation expense, cost efficiencies and the transfer of corporate overhead to the non-recourse subsidiary that will operate the financial service business. Furthermore, Sotheby's free cash flow will approximate $125 million and the company has indicated it apply free cash flow to debt reduction in excess of mandatory 1% amortization and required excess cash flow repayments. The company has indicated it intends to maintain leverage in the 4.0-4.5x range, which roughly equates to 4.3 -- 4.8x on a Moody's adjusted basis. The sponsor, Patrick Drahi, is a private individual with ownership in several public cable companies, and so Moody's does not believe Sotheby's is subject to the same risks associated with typical private equity ownership. This is a long-term investment made with excess cash from the sponsor's other holdings, and so governance risk is low. The stable outlook reflects Moody's view that the company can manage some potential softness in demand for art caused by economic uncertainty. The ratings could be upgraded if the company if the company established a track record of adhering to its financial policy, maintains very good liquidity and sustains debt/EBITDA below 4.5x (Moody's adjusted basis). Ratings could be downgraded if debt/EBITDA is sustained above 5.75x or if Sotheby's liquidity weakens and is insufficient to support the company through cyclical downturns in the auction market or should the auction market face a protracted structural downturn. Sotheby's, headquartered in New York NY, is one of the two largest auction houses in the world. Total pro-forma revenues are about $990 million The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BLOOM ENERGY: Could End Up in Bankruptcy, Says Hindenburg --------------------------------------------------------- Hindenburg Investment Research wrote on Seeking Alpha that Bloom Energy Corp. (NYSE:BE) could be headed for bankruptcy in 12 to 18 months as it is facing numerous material and imminent problems. According to Hindenburg, once touted as a prospective "holy grail " of clean energy, Bloom Energy could end up as another Solyndra or Theranos. "Contrary to myths about Bloom, our research indicates that Bloom's technology is not sustainable, clean, green, or remotely profitable," Hindenburg said. According to Hindenburg, Bloom's story arc "strikes us as reminiscent of other fallen Silicon Valley unicorns": 1. Lay out a grand vision to save the world 2. Over-promise 3. Draw accolades from everyone, raise billions of dollars 4. 'Fake it 'til you make it' 5. Never actually make it "Simply put: the problems with Bloom's technology, accounting, undisclosed liabilities, debt burden, emissions & hazardous waste issues, in our opinion, put the prospect of bankruptcy or a reorganization on the table over the next 12-18 months," the firm said. Hindenburg claims to have unearthed $2 billion plus in undisclosed servicing liabilities that even the recent stock plunge has failed to price in. "No one seems to have noticed this tricky accounting that masks bloom's liabilities: the company only discloses 1 year of servicing liabilities despite servicing contracts that last up to 25 years." A full-text copy of the article is available at https://is.gd/YWTtuy Founded by Nate Anderson, CFA, CAIA, Hindenburg Research specializes in forensic financial research. Its experience in the investment management industry spans over a decade, with a historical focus on equity, credit, and derivatives analysis. Bloom Energy Corporation designs, manufactures, and sells solid-oxide fuel cell systems for on-site power generation. The company was formerly known as Ion America Corp. and changed its name to Bloom Energy Corporation in September 2006. Bloom Energy was founded in 2001 and is headquartered in San Jose, California. CALAIS REGIONAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Calais Regional Hospital dba Calais Regional Medical Services (CRMS) Family Medicine dba Calais Regional Medical Services (CRMS) Baileville dba Calais Regional Medical Services (CRMS) Internal Medicine dba Calais Regional Medical Services (CRMS) Surgical Services dba Calais Regional Medical Services (CRMS) Pediatrics dba Calais Regional Medical Services (CRMS) Orthopedics dba Calais Regional Medical Services (CRMS) Pulmonology 24 Hospital Lane Calais, ME 04619 Business Description: Calais Regional Hospital dba Calais Regional Medical Services operates as a non- profit organization offering cardiac rehabilitation, emergency, food and nutrition, home health, inpatient care unit, laboratory, nursing, radiology, respiratory care/stress testing, surgery, and social services. Visit https://www.calaishospital.org for more information. Chapter 11 Petition Date: September 17, 2019 Court: United States Bankruptcy Court Maine (Bangor) Case No.: 19-10486 Judge: Hon. Michael A. Fagone Debtor's Counsel: Sage M. Friedman, Esq. MURRAY PLUMB & MURRAY 75 Pearl Street, 3rd Floor Portland, ME 04101 Tel: (207) 523-8242 Fax: (207) 773-8023 Email: sfriedman@mpmlaw.com - and - Andrew Helman, Esq. MURRAY, PLUMB & MURRAY 75 Pearl Street Portland, ME 04101 Tel: (207) 773-5651 Fax: (207) 773-3210 Email: ahelman@mpmlaw.com - and - Katherine Krakowka, Esq. MURRAY, PLUMB & MURRAY 75 Pearl Street Portland, ME 04101 Tel: (207) 523-8215 Fax: (207) 773-8023 Email: kkrakowka@mpmlaw.com - and - Kelly McDonald, Esq. MURRAY, PLUMB & MURRAY 75 Pearl Street Portland, ME 04101 Tel: 207-523-8219 Email: kmcdonald@mpmlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rod Boula, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/meb19-10486.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Anthem Plans of Maine, Inc. Provider Contract $512,429 Mail Stop - ME0102-W060 2 Gannett Drive South Portland, ME 04106 Christine Poirier-Tanous Tel: (207) 822-7750 Email: christine.poirier-tanous@anthem.com 2. Quorum Health $443,579 Resources, Inc. Attention Dept. # 9100 1573 Mallory Lane Brentwood, TN 37027 Tel: (615) 371-4707 Email: alloy@qhr.com 3. Bluewater Emergency Contracted $335,336 Partners of Calais Services 14 Maine Street, Suite 305 Brunswick, ME 04011 R. Ross Tel: (207) 725-9065 Email: rross@bluewateremergency.com 4. Zimmer US Inc. Trade Debt $243,725 PO Box 414666 Boston, MA 02241-4666 Tel: (508) 720-0318 Email: customersupport@zbnortheast.com 5. CPS Inc. Trade Debt $218,085 PO Box 638316 Cincinnati, OH 45263-8316 Tel: (800) 968-6962 Email: binh.dang@cpspharm.com 6. CompHealth Trade Debt $170,196 PO Box 972651 Dallas, TX 75397-2651 Tel: (800) 328-3021 Email: jake.larsen@chghealthcare.com 7. Berry Dunn Professional $75,198 PO Box 1100 Services Portland, ME 04104-9862 Tel: (207) 775-2387 Email: mjalbert@berrydunn.com 8. Verrill Dana Professional $69,544 1 Portland Square Services Portland, ME 04112-0586 Tel: (207) 253-4770 Email: gmichaud@verrilldana.com 9. Evident Trade Debt $65,867 PO Box 850309 Mobile, AL 36685-0309 Tel: (251) 639-8100 Email: cindy.mizell@cpsi.com 10. Navix Diagnostix, Inc. Trade Debt $64,415 PO Box 536563 Pittsburgh, PA 15253-5907 Tel: (508) 880-3700 Email: dlacourse@navixdiagnostix.com 11. Management Health System, LLC Trade Debt $54,263 1580 Sawgrass Corporate Parkway, Suite 200 Fort Lauderdale, FL 33323 Tel: (954) 541-8075 Email: billing@medprostaffing.com 12. Foley & Lardner LLP Professional $48,813 111 Huntington Services Avenue, 26th Floor Boston, MA 02199 Tel: (617) 342-4000 Email: aeinhorn@foley.com 13. Rycan Technologies, Inc. Trade Debt $47,284 PO Box 306 Marshall, MN 56258 Tel: (800) 201-3324 Email: accounting@rycan.com 14. Medivators, Inc. Trade Debt $44,148 PO Box 1450 N.W. 9841 Minneapolis, MN 55485 Tel: (763) 559-6832 Email: tknutson@medivators.com 15. Northern Maine $40,000 Community College C/O/ Business Office 33 Edgemont Drive Presque Isle, ME 04769 Tel: (207) 768-2712 16. Nearterm Corp. Trade Debt $36,623 PO Box 940369 Houston, TX 77094 Tel: (281) 646-1330 x 113 Email: klabrosse@nearterm.com 17. CPS Telepharmacy, Inc. Trade Debt $34,980 PO Box 638318 Cincinnati, OH 45263-8318 Tel: (800) 968-6962 Email: binh.dang@cpspharm.com 18. HCS Therapy Trade Debt $34,800 PO Box 936601 Atlanta, GA 31193-6601 Tel: (407) 377-0249 Email: tgopaul@abtsolutions.com 19. Quest Diagnostics Trade Debt $34,500 12436 Collections Center Drive Chicago, IL 60693 Tel: (703) 802-7171 Email: kathleen.j.demoss @questdiagnostics.com 20. Maine Department Medicaid $0 of Health and Human Services 221 State Street Augusta, ME 04333 Tel: (207) 287-6411 Email: rebecca.grooms@maine.gov CALAIS REGIONAL: Hospital Business as Usual While in Chapter 11 --------------------------------------------------------------- Calais Regional Hospital, a non-profit hospital in Calais, Maine, filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 19-10486) on Sept. 17, 2019. The company was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The company said in a statement that that the hospital will remain open and operating as usual during the bankruptcy process, which is expected to last approximately 12 months. Filing for Chapter 11 protection during debt reorganization enables the hospital to continue providing high-quality health care in local communities and to keep jobs in the region. The hospital currently employs over 275 people and is the largest employer in Calais. No layoffs are planned, according to the company's Sept. 17 statement. Hospital administrators expect minimal impact on operations and staff during Chapter 11. They have requested permission from the presiding court to pay employees in the ordinary course of business. Restructuring debt will allow the hospital to emerge from Chapter 11 protection on better financial footing. "The hospital is not closing. We remain committed to providing exceptional patient care during the Chapter 11 process. All departments are operating as usual and our talented team is focused on delivering high-quality health care services to our community," said Rod Boula, CEO of Calais Regional Hospital (CRH). Over the last several years, in spite of the numerous steps CRH has taken to operate more efficiently, a combination of local and national factors have created conditions that have made debt restructuring in Chapter 11 a necessary step. These factors, including downward trending of utilization, high levels of charity care and bad debt, inadequate reimbursements, and increasing regulatory requirements have all contributed to significant losses. The hospital has reduced losses from $2.64 million in 2014 to approximately $574,600 in 2018. "We expect a prompt and efficient reorganization, and to emerge from Chapter 11 restructuring a stronger hospital," continued Mr. Boula. "With continued community support and steady utilization of our services, we can stabilize this hospital and provide high-quality health care to the region now and in the years to come." Patients coming to the hospital will continue to get care and should see no change in how they receive care at the hospital or any of CRH’s outpatient offices. "Our dedication to the health of our patients remains our priority," said Dr. Peter Wilkinson, long-term internist at CRH. "Our team of providers and caregivers will continue to work diligently to ensure that we are providing the best care possible to the people of our region." * * * Bangor Daily News reports that the Chapter 11 filing comes 11 days after the hospital's nursing staff voted to put the option of a strike on the table as contract negotiations have dragged on for almost a year. Todd Ricker, a labor representative for the Maine State Nurses Association who has been leading negotiations for the nurse, said the timing of the bankruptcy filing is no coincidence. CARIZZO OIL: Egan-Jones Hikes Senior Unsecured Ratings to BB- ------------------------------------------------------------- Egan-Jones Ratings Company, on September 11, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Carrizo Oil & Gas Incorporated to BB- from B+. Carrizo Oil & Gas, Inc. is a Houston-based energy company actively engaged in the exploration, development, and production of oil and gas from resource plays located in the United States. Our current operations are principally focused in proven, producing oil and gas shale plays. CCO HOLDINGS: Fitch Assigns BB+ Rating to Sr. Unsec. Notes Due 2030 ------------------------------------------------------------------- Fitch Ratings assigned a 'BB+'/'RR4' rating to CCO Holdings, LLC's benchmark issuance of senior unsecured notes due 2030. CCOH is an indirect, wholly owned subsidiary of Charter Communications, Inc. CCOH's Long-Term Issuer Default Rating is currently 'BB+'. The Rating Outlook is Stable. The company is expected to use net proceeds from the offering for general corporate purposes, including potential buybacks of Class A common stock of Charter or common units of Charter Communications Holdings, LLC, a subsidiary of Charter and/or the repayment certain indebtedness , and to pay related fees and expenses. As of June 30, 2019, Charter's stock buyback program had authority to purchase an additional $769 million of its Class A common stock and/or CCH common units. Charter had approximately $74.0 billion of debt outstanding as of June 30, 2019, including $53.6 billion of senior secured debt, pro forma for the July notes issuance and subsequent repayment of revolver borrowings. KEY RATING DRIVERS Leading Market Position: Charter is the third largest multichannel video programming distributor in the U.S. behind Comcast Corp. and AT&T and the second largest cable MVPD behind Comcast. Fitch continues to view the transactions positively and believes they strengthen Charter's overall credit profile. Credit Profile: Charter's 28.7 million customer relationships as of June 30, 2019 position it as one of the largest MVPDs in the U.S., providing the company with significant scale benefits. LTM revenue and EBITDA totalled approximately $44.7 billion and $16.3 billion, respectively. Fitch estimates that for the LTM ended June 30, 2019, total Fitch-calculated gross leverage was 4.5x while secured leverage was 3.3x, pro forma for debt repayment using net proceeds from debt issuance. Improving Operating Momentum: Charter's operating strategies are positively affecting its operating profile, resulting in a strengthened competitive position. The market-share-driven strategy focusing on enhancing the overall competitiveness of its video service and leveraging its expanding all-digital infrastructure is improving subscriber metrics, growing revenue and ARPU, and stabilizing operating margins. Fitch also believes the expanding soft launch of Charter's mobile services under an MVNO agreement with Verizon Communications Inc. should offer potential future bundling benefits, which should eventually offset the near term infrastructure spending. Integration Key to Success: Charter's ability to continue managing the simultaneous integration of the transactions and limit disruption to its overall operations is critical. Charter is also managing the transition to all-digital services and the introduction of its interactive IP-based video user interface across the TWC and Bright House systems. Similar efforts in their legacy systems boosted ARPU and accelerated growth in revenue, EBITDA margin and FCF. Although Fitch continues to expect Charter to realize the full $1 billion of its expected run rate integration synergies by 2020, system-wide wireless rollout costs are expected to moderate near term margin benefits. Debt Capacity Growth: Charter maintains a target net leverage range of 4.0x to 4.5x and up to 3.5x senior secured leverage. Fitch expects Charter to continue creating additional debt capacity and remain within its target leverage, primarily through EBITDA growth. Proceeds from prospective debt issuances under additional debt capacity created are expected to be used for shareholder returns along with internal investment and accretive acquisitions. Fitch does not expect Charter to maintain significant cash balances, resulting in Fitch-calculated total gross leverage roughly equating to total net leverage over the rating horizon. DERIVATION SUMMARY Charter is well positioned in the MVPD space given its size and geographic diversity. With 28.7 million customer relationships, Charter is the third largest U.S. MVPD after AT&T Inc. (AT&T), through its DirecTV and U-verse offerings, and Comcast Corporation (Comcast). Both AT&T (A-/Stable) and Comcast (A-/Stable) are rated higher than Charter due primarily to lower target and actual total leverage levels and significantly greater revenue size, coverage area and segment diversification. Charter's ratings should be held in check as the company expects to continue issuing debt under additional debt capacity created by EBITDA growth while remaining within its target total net leverage range of 4.0x to 4.5x. Proceeds from prospective debt issuance under this additional debt capacity are expected to be used for shareholder returns along with internal investment and accretive acquisitions. No country-ceiling, parent/subsidiary aspects impacts the rating. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Revenues grow mid-single-digits over the rating horizon driven by an improvement in overall customer relationships and mid-single-digit ARPU growth. -- Continued low-single-digit video customer declines driven by the increasingly competitive environment. -- HSD customer growth at 5% - 7% annually should more than offset video losses, with HSD total revenues surpassing video total revenues for the first time in 2019. -- Wireless revenues are not expected to comprise a significant near-term revenue source. -- EBITDA margin shows slow improvement as integration benefits are offset somewhat by wireless roll out costs. -- Capex expected to increase to low 20% as a percentage of revenues due to ongoing near-term upgrades to the TWC and Bright House systems along with system-wide wireless infrastructure investments. -- Charter grows FCF from $2.7 billion in 2018 to $4.5 billion by 2021. -- Charter issues sufficient debt to fund annual maturities and take advantage of debt capacity created by EBITDA growth. -- Fitch expects Charter to remain at the high end of its target net leverage of 4.0x to 4.5x creating approximately $4 billion to $5 billion of additional annual debt capacity for either shareholder returns or accretive acquisitions. -- Annual shareholder returns are expected to grow from $6.3 billion in 2018 to $9.6 billion by 2021. -- Fitch does not include any M&A activity given the lack of transformational acquisition opportunities. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Integrating the transactions while limiting disruption in the company's overall operations and demonstrating continued progress in closing gaps relative to its industry peers in service penetration rates and strategic bandwidth initiatives. -- A strengthening operating profile as the company captures sustainable revenue and cash flow growth, and the reduction and maintenance of total leverage below 4.0x. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- A leveraging transaction or adoption of a more aggressive financial strategy that increases leverage beyond 5.0x in the absence of a credible deleveraging plan. -- Perceived weakening of its competitive position or failure of the current operating strategy to produce sustainable revenue, cash flow growth and strengthening operating margins. LIQUIDITY AND DEBT STRUCTURE Fitch regards Charter's liquidity position and overall financial flexibility as satisfactory given the rating. Charter's financial flexibility will improve in step with the continued growth in FCF generation. Charter generated $3.3 billion of FCF during the LTM ended June 30, 2019. As of June 30, 2019, the company's liquidity position comprised $0.7 billion of cash and was supported by approximately $4.1 billion of borrowing capacity from its $4.75 billion revolver (unadjusted for July revolver repayment), which expires in March 2023 and February 2024, and anticipated FCF generation. Charter's maturity schedule thorough 2021 is manageable, with $143 million due for the remainder of 2019, $3.8 billion in 2020 and $2.5 billion in 2021. Thereafter, annual bond maturities range from $2.8 billion (2029) to $5.3 billion (2025) through 2029. Fitch notes Charter will have to dedicate a significant portion of potential debt issuance during that period to servicing annual maturities, which could reduce cash available for share repurchases, especially in the event of market dislocation. Although Fitch expects Charter would be able to access capital markets to meet its upcoming maturities, the company's liquidity profile could be weakened if a market dislocation is severe enough to hinder the company's ability to access the market. CCO is the public issuer of Charter's senior secured debt, and CCOH is the public issuer of Charter's senior unsecured debt. All existing and future secured debt of CCO is secured by a first priority interest in all of the assets of CCO and is guaranteed by all of CCO's subsidiaries, including those that hold the assets of Charter, TWC and Bright House, and CCOH. All existing and future debt of CCOH is structurally subordinated to CCO's senior secured debt and is neither guaranteed by nor pari passu with any secured debt. With Charter's Fitch-calculated secured leverage expected to remain below 4x over the rating horizon and strong underlying asset value, Fitch does not view structural subordination as being present to where recovery prospects at the unsecured level are impaired. Thus, Charter's unsecured notes are not notched down from the IDR. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch did not make any adjustments to published financial statements that were material to the rating rationale. CDW LLC: S&P Rates Unsecured Notes for Debt Redemption 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '6' recovery rating to the $550 million unsecured notes due in 2028 proposed by Vernon Hills, Ill.-based integrated information technology (IT) solutions provider CDW LLC and CDW Finance Corporation. These ratings match those on the company's existing unsecured debt. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of payment default, due to the presence of secured debt in the capital structure. CDW will use the proceeds to redeem its $525 million unsecured notes due in 2023 and pay related fees. S&P said, "Our 'BB+' issuer credit rating on parent CDW Corp. is unchanged. It reflects the company's position as a leading IT reseller in North America, its broad product portfolio, deep domain expertise, and good operating performance with consistent high-single–digit percentage revenue growth and stable EBITDA margins. Partially offsetting these strengths is its highly fragmented and competitive industry and exposure to cyclical IT spending from its small and midsize customers." "The stable outlook reflects our expectation that CDW will leverage its market position to drive above-market revenue and EBITDA growth, and that it will manage acquisitions and share repurchases such that it maintains leverage well below our downgrade threshold approaching 4x. This compares to leverage of 2.3x as of June 30, 2019," S&P said. CEDAR HAVEN: M. Barajas Named Patient Care Ombudsman ---------------------------------------------------- Andrew R. Vara, Acting United States Trustee, appoints Margaret Barajas, to serve as the Patient Care Ombudsman for Cedar Haven Acquisition, LLC. Pursuant to Federal Rule of Bankruptcy Procedure provides that the Patient Care Ombudsman shall: (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; and (2) no later than 60 days after appointment and not less frequently than at 60 day intervals thereafter. About Cedar Haven Acquisition Cedar Haven Acquisition, LLC -- https://cedarhaven.healthcare/ -- is a licensed skilled nursing facility located in Lebanon, Pa., that offers professionally supervised nursing care and related medical and health services to persons whose needs are such that they can only be met in a nursing facility on an inpatient basis because of age, illness, disease, injury, convalescence or physical or mental infirmity. It was formed in 2014 through the sale of Cedar Haven Healthcare Center by the Lebanon County Commissioners to Cedar Haven. Cedar Haven Acquisition and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 19-11736) on Aug. 2, 2019. At the time of the filing, Cedar Haven Acquisition estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Christopher S. Sontchi. William E. Chipman Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtors. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 20 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cedar Haven Acquisition, LLC and its affiliates. CENTER CITY HEALTHCARE: PCO Files 1st Report -------------------------------------------- Suzanne Koenig, in her capacity as patient care ombudsman in the Chapter 11 cases commenced by Center City Healthcare, LLC, d/b/a Hahnemann University Hospital, filed a first report for the time period from July 3, 2019 to September 3, 2019. On June 26, 2019, the parent company of Hahnemann announced the closing of the Hospital and filed for bankruptcy. Children and Hahnemann, along with other entities are either directly or indirectly owned by Philadelphia Academic Health System, LLC, which is one of the Debtors. Hahnemann has delivered care to residents of Philadelphia for over 170 years. As a 496-bed tertiary care facility with a comprehensive array of specialties and services, it has been fully accredited by the Joint Commission on the Accreditation of Healthcare Organizations. On July 2, 2019, the Ombudsman and her representative made two visits to Hahnemann and two visits to STC. The Ombudsman first visited Hahnemann on Sunday, July 7, 2019 with the chief nursing officer (the "CNO") and to determine if there were any concerns regarding the care and safety of the patients. The Ombudsman's second visit to Hahnemann occurred in the afternoon of July 18, 2019. The Ombudsman's first visit to STC occurred on July 19, 2019; the second visit, which was unannounced, occurred on August 22, 2019. The Ombudsman's observations during this Report Period as follows: A. The Ombudsman toured all of the nursing units that remained open. The Ombudsman did not observe any infection control violations or health insurance portability and accountability act ("HIPAA") breaches. General housekeeping practices appeared to be maintained as no safety concerns were noted regarding equipment placement, with hallway paths remaining clear and unblocked. B. The CNO was friendly, warm and professional. The patient census on the day of the initial visit was 72. According to the CNO, there was an air of sadness from most people who entered the Hospital, perhaps from the realization that the Hospital's rich history of care and service was coming to an end. The CNO noted that the Hospital was sufficiently staffed and medical supplies and other items necessary to safely continue the Hospital's daily operations were still readily available. C. The CNO also shared concern about the residency program and how the closure would affect the young physicians' lives, including the impact on their ability to complete their educational requirements. Many of the physicians in the program had apartment leases, children in school and spouses with jobs in the community. D. None of the nursing staff indicated any concerns over diminished care or safety of the patients. The nurses agreed that notwithstanding the closure of several units, the daily operations had not changed with respect to patient stays and discharges from the Hospital, and staffing was more than adequate. Many of the nurses did, however, voice their concerns about their employment opportunities. E. The closure of Hahnemann has impacted multiple stakeholders, including those medical resident physicians engaged in educational programs at the Hospital. The Hospital is also heavily reliant on the residents to provide care to the inpatient units at night and to the intensive care unit (the "ICU"). The CNO was forthcoming during the Ombudsman's visits to Hahnemann, and offered to send the Ombudsman the daily status reports that are sent to key Hospital staff. The Ombudsman received the first of such reports on July 8, 2019 and continued to receive these updates until the closure of the emergency department (the "ED"). As of September 1, 2019, the Ombudsman confirmed with the interim chief operating officer (the "Interim CEO") that all 570 residents had been successfully placed into accredited training programs; this includes 20 residents that will continue their training at STC. However, all agreed that even though the closure had caused much distress for them, they were not aware of any situations where the patient care was compromised. They were adamant that staffing levels were well above the needed care levels to address patient medical needs and each floor and department where they were assigned had adequate medical supplies to care for the patients. As of July 17, 2019, patients were no longer admitted to the Hospital. The ED continued to see patients, and would stabilize and transfer those who needed to be admitted to other hospitals. The CNO provided the Ombudsman with a daily status report to keep the Ombudsman apprised as to Hospital activities and the Hospital closure process. The status reports were comprehensive and contained pertinent information about the 24-hour staffing data, which included the number of nurses calling in sick, nurses cancelled hours, ancillary staff calling in sick, ancillary cancelled hours, and the number of patients transferred from the ED to other hospitals. The service providers meet with the hospital staff on a monthly basis to review any concerns. All of the nurses working on the inpatient units hold bachelor's-prepared nursing degrees and have pediatric life support ("PALS") certification. Prior to administering the medication, the nurse must scan the patient's identification band to confirm that it is the right patient, proper medication, appropriate dose and correct route. As far as the PCO reviews, all of the residents unanimously agreed that no patient's care had been compromised but did voice concerns about the availability of residents to provide care to the patients and support to the medical staff. A full-text copy of the PCO Report is available at https://tinyurl.com/y4tcww2m from PacerMonitor.com at no charge. About Center City Healthcare d/b/a Hahnemann University Hospital Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on July 15 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Center City Healthcare, LLC. Fox Rothschild LLP serves as the Committee's legal counsel. Sills Cummis & Gross P.C. as the Committee's co-counsel. Berkeley Research Group, LLC, is financial advisor to the Committee. CENTURYLINK INC: Egan-Jones Lowers Senior Unsecured Ratings to B ---------------------------------------------------------------- Egan-Jones Ratings Company, on September 11, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by CenturyLink, Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. CenturyLink, Incorporated is a technology company headquartered in Monroe, Louisiana that offers communications, network services, security, cloud solutions, voice and managed services. The company is a member of the S&P 500 index and the Fortune 500. CHARMING CHARLIE: $1.1M Sale of IP Assets to CJS Approved --------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Charming Charlie Holdings, Inc.'s sale of Intellectual Property, which consists of trademarks, domain names including charmingcharlie.com, customer files and related transaction data, and social-media assets, to CJS Group, LP, pursuant to their Purchase Agreement, dated Sept. 11, 2019, for $1.125 million, plus assumption of assumed liabilities. The sale is on an "as is, where is" basis, without any representations or warranties. The Intellectual Property is sold free and clear of all Liens, with any Liens in such Intellectual Property, or the proceeds thereof, to attach to the proceeds of such sale. A copy of the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Charming_Charlie_357_Order.pdf About Charming Charlie Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. As of July 12, 2019, Charming Charlie had both a national, operating 261 locations across 38 states nationwide. Charming Charlie Holdings Inc. and its affiliates first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017, and emerged from bankruptcy in April 2018. Kirkland & Ellis LLP was the Company's legal counsel, Klehr Harrison Harvey Branzburg LLP was local counsel, AlixPartners LLP was the restructuring advisor, and Guggenheim Securities, LLC was the investment banker in the restructuring. On July 11, 2019, Charming Charlie Holdings and six affiliates each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11534), this time with plans to conduct going-out-of-business sales for all stores. In the new Chapter 11 cases, the Debtors tapped Paul Hastings LLP as legal counsel; Clear Thinking Group LLC as restructuring advisor; Klehr Harrison Harvey Branzburg LLP as local bankruptcy counsel; Hilco Merchant Resources, LLC and SB360 Capital Partners as sales agents; and Prime Clerk LLC as claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 19, 2019. The Committee tapped Cooley LLP as its lead bankruptcy counsel; Anderson & Corroon LLP as its Delaware counsel; and Province, Inc., as its financial advisor. CHHATRALA GRAND: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtors: Chhatrala Grand Rapids, LLC d/b/a Crowne Plaza Grand Rapids n/k/a Bhogal Enterprises, LLC 23415 Pleasant Meadow Road Diamond Bar, CA 91765 - and - Bhogal Enterprises, LLC f/k/a Chhatrala Grand Rapids, LLC d/b/a Crowne Plaza Grand Rapids 23415 Pleasant Meadow Road Diamond Bar, CA 91765 Business Description: Chhatrala Grand Rapids and Bhogal Enterprises operate hotels and motels. Chapter 11 Petition Date: September 16, 2019 Court: United States Bankruptcy Court Western District of Michigan (Grand Rapids) Two affiliates that simultaneously filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Chhatrala Grand Rapids, LLC 19-03908 Bhogal Enterprises, LLC 19-03909 Judge: Hon. John T. Gregg Debtors' Counsel: Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033 Tel: (248) 352-4700 E-mail: shapiro@ssc-law.com shapiro@steinbergshapiro.com Chhatrala Grand's Estimated Assets: $0 to $50,000 Chhatrala Grand's Estimated Liabilities: $10 million to $50 million Bhogal Enterprises' Estimated Assets: $0 to $50,000 Bhogal Enterprises' Estimated Liabilities: $100,000 to $500,000 The petitions were signed by Surinder Bhogal, sole member and manager of Chhatrala Grand Rapids. A full-text copy of Chhatrala Grand's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/miwb19-03908.pdf Bhogal Enterprises lists Intercontinental Hotel Group as the its sole unsecured creditor holding a claim of $148,063. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/miwb19-03909.pdf CIRCLE BAR: Seeks Approval to Hire Bankruptcy Attorneys ------------------------------------------------------- Circle Bar T Demolition and Grading, Inc., seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire attorneys in connection with its Chapter 11 case. In an application filed in court, the Debtor proposes to employ Eddye Lane, Esq., at Lane Law P.A., and J. Carolyn Stringer, Esq., at Stringer Law Firm, to give legal advice regarding its powers and duties under the Bankruptcy Code and provide other legal services related to the case. The attorneys will charge an hourly fee of $300 for their services. Both attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The attorneys can be reached at: Eddye L. Lane, Esq. Lane Law, P.A. 2026 Assembly Street, Suite 202 Columbia, SC 29201 Phone: (803) 400-1181 Fax: (803) 400-1182 E-mail: ell@eddyelanelaw.com lanelawpa@aol.com - and - J. Carolyn Stringer, Esq. Stringer Law Firm 5822 Shakespeare Road Columbia, SC 29223 E-mail: jcarolynstringer@sc.rr.com About Circle Bar T Demolition Circle Bar T Demolition and Grading, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 19-04350) on Aug. 16, 2019. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. The case is assigned to Judge David R. Duncan. The Debtor is represented by Eddye L. Lane, Esq., and J. Carolyn Stringer, Esq. CLEAVER-BROOKS INC: S&P Lowers ICR to 'B-' on Volume Declines ------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S.-based boiler, burner, and heating system manufacturer Cleaver-Brooks Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on the company's senior secured notes to 'B-' from 'B'. The '4' recovery rating is unchanged. The downgrade reflects S&P's view that Cleaver-Brooks' leverage will remain elevated due to declining volumes and unfavorable fixed cost leverage. Greater-than-expected volume declines constrained margins and caused adjusted leverage to rise above 8x in fiscal 2019. Further, year to date revenue continued to decline thus far in fiscal 2020, largely driven by lower demand for the company's industrial watertube boilers as a result of pricing pressure in an increasingly competitive market environment. Somewhat offsetting top-line weakness in industrial watertubes is the company's large aging installed base of operating boiler systems, which provides stable demand for higher-margin aftermarket parts and boiler services. The company intends to streamline its industrial watertube group by adopting a more focused strategy on product offerings and has implemented cost reduction initiatives. However, the benefits from these initiatives may be somewhat diluted by volume headwinds if difficult operating conditions persist. S&P now expects the company's sales to decline in the low- to mid-single-digit percent area this year and anticipate that its debt to EBITDA will improve to the mid-7x area in fiscal 2020, which compares with its previous expectation for leverage slightly below 7x. S&P said, "The stable outlook reflects our view that the company will generate modest free cash flow and maintain adequate liquidity over the next 12 months, despite our expectations for weak credit metrics and leverage sustained above 7x." "We could lower our rating if operating performance deteriorates to the extent that the company is unable to generate sustained positive free operating cash flow (FOCF) and diminishing liquidity results in an increasing reliance on the ABL facility to fund operations. In addition, we could lower our rating if margins contract further and leverage weakens to the point where we view the capital structure as unsustainable in the long term." "We could raise our rating over the next 12-18 months if the company successfully executes and benefits from proposed cost reduction initiatives and margins improve such that we believe leverage will remain below 6.5x." COEUR MINING: Egan-Jones Lowers Senior Unsecured Ratings to B ------------------------------------------------------------- Egan-Jones Ratings Company, on September 12, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Coeur Mining Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Coeur Mining, Incorporated is a precious metal mining company listed on the New York Stock exchange. It operates five mines located in North America. Coeur employs 2,200 people and in 2012 it was the world's 9th largest silver producer. CRIDER AVENUE: $2.7M Sale of Moorestown Property to Klein Approved ------------------------------------------------------------------ Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Crider Avenue Properties, LLC's sale of the commercial/industrial building and property used for manufacturing located at 360 Crider Avenue, Moorestown, Burlington County, New Jersey to Eli Klein or his designated assignee for $2.65 million. The sale is free and clear of all liens, claims, interests, and encumbrances of any kind or nature. The Debtor is authorized to proceed within the next 30 days to sell the Property to the Purchaser under the terms of the Sales Contract, and directed to take all other actions as are necessary to effectuate all the terms of and to consummate the transactions contemplated in the Sales Contract without any further corporate authorization or Order of the Court. The proceeds of the Sale may be used to pay the normal and customary costs associated with a sale, including the closing adjustments set forth in the Sales Contract. The Debtor and NAI Mertz, the Court authorized Real Estate Broker on the sale has agreed to accept a reduced real estate sales commission in the amount of 4.5% as a real estate sales commission. The Debtor is authorized to pay this commission consistent with the use of proceeds schedule at the Closing. The remainder of the proceeds of the Sale will be held by the Debtor and not distributed or utilized absent further Order of the Court. All liens, claims and encumbrances not otherwise satisfied out of the proceeds from the sale will attach to the Net Proceeds. The Debtor is authorized to establish an escrow account to hold the Net Proceeds pending further Order of the Court. The account shall be maintained by the counsel to the Debtor. Notwithstanding the possible applicability of Bankruptcy Rules 4001(d), 6004(h), 7062, 9014, or otherwise, the Order is immediately effective and enforceable upon its entry and the fourteen (14) day stay set forth in Bankruptcy Rule 6004(h) is waived. About Crider Avenue Properties Crider Avenue Properties, LLC, a Single Asset Real Estate Debtor, sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-18343) on April 25, 2019. In the petition signed by Ronald Brodie, managing member, the Debtor was estimated to have assets of less than $50,000, and $1 million to $10 million in debt. The case is assigned to Judge Andrew B. Altenburg Jr. The Debtor tapped Paul J. Winterhalter, Esq., at Offit Kurman, P.A., as counsel. ENEROLD DRILLING: Wins Initial Order Under CCAA ----------------------------------------------- Energold Drilling Corp., Cros-Man Direct Underground Ltd. Bertram Drilling Corp., EGD Services Ltd. and Omniterra International Drilling Inc. sought and obtained an initial order from the Supreme Court of British Columbia under the Companies' Creditors Arrangement Act. The Initial Order provides for, among other things, a stay of proceedings until Oct. 11, 2019, which may be extended from time to time. Pursuant to the Initial Order FTI Consulting Canada Inc. was appointed monitor of the Companies. Energold's non-Canadian operating entities, including: (i) Energold de Mexico, S.A. de C.V., through which Energold operates its Mexican and Latin American business units, (ii) Energold Drilling (EMEA) Limited, through which Energold operates its English, Middle-East, European, and African business units, and (iii)BertramDrilling Inc., through which Energold operates its US businessunit, are not directly subject to the CCAA proceedings; however, they are nonetheless protected by the stay of proceedings granted by the Court. Mark Berger of Portage Point Partners will continue to act as Chief Restructuring Officer through the proceedings. The Court also approved FTI Consulting Inc. to act as monitor of the Canadian Companies during the CCAA proceedings. The filing for CCAA protection was made after careful consideration by the Company's Board of Directors of strategic alternatives available to the Company, and was made with the support of the Company's primary secured creditor, a syndicate of noteholders pursuant to a convertible note agreement dated June 15, 2017 ("Noteholder"), represented by Extract Advisors LLC ("Extract" or the "Agent") as administrative agent for the Noteholders. In connection with the CCAA proceedings, the Court also made orders on September 13, 2019 approving the following: a) The sale of substantially all of the assets of Bertram Drilling Corp. (a wholly-owned subsidiary of Energold) to Century Services Corp. ("Century") pursuant to an asset disposition proposal (the "Bertram Sale"). b) A sale solicitation process (the "Sale Process") with respect to certain of the Canadian Companies' assets, including the shares of Energold Mexico, S.A de C.V., Energold, Bertram Drilling, Inc., Energold Drilling (EMEA) Limited, and Cros-Man Direct Underground Ltd. The Sale Process is intended to permit interested parties to pursuethe purchase of the business units and assets of the Company with the goal of preserving value for stakeholders of the Company. As part of the Sale Process, Extract, as agent on behalf of the Noteholders, has submitted offers to acquire the shares of a number of the Canadian Companies' subsidiaries, including Energold Mexico, S.A de C.V., Energold, Bertram Drilling, Inc., Energold Drilling (EMEA) Limited, and Cros-Man Direct Underground Ltd. In the course of the CCAA proceedings and in anticipation of the Bertram Sale, it is expected that Energold will wind-down all operations and business of Bertram Drilling, Corp. Other than Bertram Drilling Corp., it is expected that all operations of Energold, the Canadian Companies, and Energold's non-Canadian operating subsidiaries will continue uninterrupted in the ordinary course of business, and all obligations incurred by Energold or the Canadian Companies after Sept. 13, 2019 to employees, key suppliers of goods and services, and the Company's customers will continue to be met on an ongoing basis. To fund the working capital needs of Energold and its subsidiaries during the CCAA proceedings, Energold has obtained interim working capital financing in an amount up to $3.75 million ("WC Facility") from Energold DIP Lender, LLC (an affiliate of Extract, and referred to herein as the "Interim Lender") pursuant to a binding DIP Term Sheet dated September 12, 2019 between the Canadian Companies, as borrowers, and the Interim Lender, as lender. The WC Facility demonstrates the Noteholders' support for the Company during the restructuring process. The Company's management, including the Chief Restructuring Officer, will remain responsible for day-to-day operations under the general oversight of the Monitor. "I am excited by the strong support shown by the Noteholders as demonstrated by the Interim Lender's provision of the up to $3.75 million WC Facility, which will provide us with the working capital we need to meet our current customer demand and to continue to provide the highest standard of service through the CCAA proceedings," said Marco Garrido, Director of Sales of Energold's Mexico division. "We are pleased with the Noteholders' commitment as we continue to work through the recovery in the drilling market globally, but particularly in West Africa," said Richard Thomas, Managing Director of Energold's EMEA division. "The restructuring plan includes reducing the Company's debt load, cutting costs in our corporate office, selling non-core assets and refocusing attention to the remaining operating units. We expect to use up to $3.75 million of the interim credit facility to support continued operations and pursue revenue-generating drilling projects. We are open for business and, after several lean years in our industry, now have sufficient liquidity to position ourselves to grow as we meet the resurgent demand for our drilling services that accompanies the rise in precious metals prices we have seen in 2019," said Mark Berger, Energold's Chief Restructuring Officer. FTI Consulting was previously engaged by Extract Advisors LLC, the administrative agent for Energold DIP Lender LLC's senior secured noteholders, on or around Feb. 26, 2019 to provide advisory services in relation to the Noteholders' loans to Energold Drilling Corp. and its subsidiaries. A copy of the Initial Order and copies of the materials filed in the CCAA proceedings may be obtained at http://www.cfcanada.fticonsulting.com/Energold For additional information please contact the Monitor at: FTI Consulting Canada Inc. Tel: 1 844 201 9100 (Toll Free) E-mail: Energold.Drilling@fticonsulting.com FTI can be reached at: FTI Consulting Canada Inc. Tom Powell Toni Vanderlaan 15th Floor, 555 Burrard St. Office 15-131 Vancouver, BC V7X 1M8 Tel: (604) 484-9525 E-mail: toni.vanderlaan@fticonsulting.com tom.powell@fticonsulting.com Counsel for the Companies: Borden Ladner Gervais LLP Lisa C. Hiebert Ryan Laity 1200 Waterfront Centre 200 Burrard Street Vancouver, BC V7X 1T2 Tel: (604) 687-5744 E-mail: lhiebert@blg.com rlaity@blg.com Counsel for the Monitor: Cassels Brock & Blackwell LLP H. Lance Williams Mary I.A. Buttery, Q.C. Suite 2200, HSBC Building 885 West Georgia Street Vancouver, BC V6C 3E8 Tel: (604) 691-6100 E-mail: lwilliams@casselsbrock.com mbuttery@casselsbrock.com Financial Advisor for the Companies: Ernst & Young Inc. Mike Bell Rob Withers Pacific Centre, 700 West Georgia Street Vancouver, BC V7Y 1C7 Tel: (604) 891-8200 E-mail: mike.bell@ca.ey.com robert.withers@ca.ey.com Chief Restructuring Officer of the Companies: Portage Point Partners LLC Mark Berger Ryan Williams 300 North LaSale, Suite 4925 Chicago, IL 60654 E-mail: mberger@ppllc.com rwilliams@pppllc.com Administrative agent to the secured Noteholders: Extract Advisors LLC Darin Milmeister Suite 423, 379 West Broadway New York, NY 10012 E-mail: darin@extractcapital.com Counsel for Extract Advisors LLC as administrative agent to the secured noteholders: Clark Wilson LLP Christopher Ramsay 900 - 885 West Georgia Street Vancouver, BC V6C 3H1 Tel: (604) 643-3176 E-mail: cramsay@cwilson.com Counsel for Energold DIP Lender, LLC: Stikeman Elliott LLP Ashley Taylor 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9 Tel: (416) 869-5500 E-mail: ataylor@stikeman.com Energold Drilling Corp. -- http://www.energold.com/-- operates a drilling company that services the mining, energy, infrastructure, geothermal, water and manufacturing sectors in 25 countries. Specializing in a socially and environmentally sensitive approach to drilling, Energold provides a comprehensive range of drilling services from early-stage exploration to onsite operations. FLEETSTAR LLC: $168K Sale of 2 Rolloffs to River Parish Approved ---------------------------------------------------------------- Fleetstar, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to authorize the sale to River Parish Disposal of its (i) 2018 Mack Rolloff #1, VIN 1M2AX04COJM038922, for $135,000; and (ii) 2018 Mack Rolloff #2, VIN 1M2AX04COJM038838, for $133,000. The Debtor was formed on June 28, 2018 for purposes of owning and holding trucks and trailers used in the construction industry. Its affiliate, Ackel Construction Co., LLC ("ACC"), provides general contracting services in the New Orleans area. The Debtor commenced the case to reorganize its affairs and sell under-performing assets to streamline operations. Its principal, George Ackel, has extensive experience in the truck hauling industry. He has engaged interested parties in the region regarding purchasing certain assets in an effort to maximize value for creditors and enable the company to perform more profitably. On July 2, 2018, Fleetstar entered into that certain Merger Agreement between Fleetstar, LLC, as the surviving entity, and A & Brothers Construction Co. of Louisiana, LLC, the merged entity. At the time of the merger, A Brothers had a fleet of trucks and other equipment recently acquired via financed transactions. Since closing the merger, the Debtor has encountered numerous problems, including a strained relationship with the only company licensed to service Mack trucks in the New Orleans area, dealing with litigation for Lemon Law claims relating to one of the trucks included as part of the merger, high river levels in the New Orleans, causing a temporary shutdown of hauling contracts by the Army Corp of Engineers, heavy rain in the area limiting the number of hours the Debtor's trucks were able to work and litigation with the owner of A Brothers concerning his breaches under the merger agreement. The Debtor’s owner, Mr. Ackel, and his companies have contributed hundreds of thousands of dollars to close the merger, to acquire equipment not originally owned by A Brothers and to otherwise capitalize and maintain the Debtor's operations. On Sept. 11, 2019, the Debtor entered into the Purchase Agreement. The agreement will result in the Debtor shedding monthly debt service obligations under the terms of the lenders' notes in excess of $6,200, relieve it of paying adequate protection and other expenses associated with the assets to be sold and enable it to focus on more lucrative job orders or contracts. The sale will be free and clear of any interest. The purchase price for the assets subject to this motion were derived based on the Debtor and its owner’s experience and expertise in the business and understanding of the current market value for the assets. The prices were negotiated at arm's-length and in good faith. The Debtor believes, based on review of the proof of claim filed by VFS US, LLC (holder of lien against Rolloff #1) and the pleadings filed by BMO Harris Bank NA (holder of lien against Rolloff #2), that the sale proceeds exceed the value of the liens against their respective truck collateral. To the extent a dispute exists regarding the payoffs for BMO and VFS, their liens may attach to the proceeds of the sales and distribution of the sale proceeds may be determined at a later date. However, the Debtor submits that the sales should be approved, as these are depreciating assets, and an expeditious sale will result in a much needed reduction in its operating expenses and debt service obligations. All creditors and interested parties will receive notice of the proposed Sale and will be provided with an opportunity to be heard. Such notice if adequate for entry of an Order approving the Motion and waiving the 14-day waiting period under Bankruptcy Rule 6004(h). A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Fleetstar_LLC_177_Sales.pdf The Purchaser: ROVER PARISH DISPOSAL P.O. Box 10482 New Orleans, LA 70181 About Fleetstar LLC Fleetstar LLC, a trucking company in Elmwood, La., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-10873) on April 2, 2019. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Elizabeth W. Magner. The Debtor hired Congeni Law Firm, LLC, as legal counsel, and Degan Blanchard & Nash, APLC, as special counsel. FOLTS HOME: Court Confirms Amended Chapter 11 Plan of Liquidation ----------------------------------------------------------------- Judge Diane Davis of the United States Bankruptcy Court for the Northern District of New York issued separate orders confirming the Amended Chapter 11 Plan of Liquidation for Folts Home dated August 27, 2019, and the Folts Adult Home, Inc. About Folts Home Folts Home is a New York not-for-profit corporation and the owner of a 163-bed long-term residential health care and rehabilitation facility located at 100-122 North Washington Street, Herkimer, New York. In addition to long-term skilled nursing and residential care, Folts Home provides memory care to residents with dementia, palliative care and respite care and operates an adult day care program. Folts Home also offers rehabilitation services, like physical, occupational and speech therapy, on both inpatient and out-patient bases. Currently, Folts Home has approximately 218 active employees. Approximately 124 of the employees are full-time, 60 are part-time and 34 employees are employed on a per diem basis. None of Folts Home's employees are represented by labor unions. Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a New York not-for-profit corporation and the owner of an 80-bed adult residential center that was constructed in 1998 and is located at 104 North Washington Street, Herkimer, New York. FAH residents reside in separate apartments and are provided services like daily meals, laundry, housekeeping and medication assistance. FAH has approximately 22 active employees. Approximately 12 are full-time employees and 10 are part-time employees. None of FAH's employees are represented by labor unions. Folts Home and FAH currently have average daily censuses of 145 and 69, respectively. Folts Home has 3 major payors: Medicare, Medicaid and Excellus/Blue Cross. The majority of FAH residents are government subsidized, with 58% covered by Social Security Insurance and 42% private pay. Folts Home and Folts Adult Home, Inc., filed separate, voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 17-60139) on Feb. 16, 2017. The Hon. Diane Davis presides over the cases. Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, serves as the Debtors' counsel. Folts Home and Folts Adult Home, Inc., through duly-appointed receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, continue to operate their skilled nursing home and adult residence businesses, respectively, and manage their properties as debtors in possession. William K. Harrington, the U.S. Trustee for Region 2, appointed Krystal Wheatley as patient care ombudsman for the Debtors. FORBES AMBULATORY: Court Waives Appointment of Ombudsman -------------------------------------------------------- Upon the consideration of the motion filed by Forbes Ambulatory Surgery Center, LLC, the United States Bankruptcy Court for the District of Maryland ordered that the motion is granted and the appointment of a healthcare ombudsman in the bankruptcy proceeding is waived. The Debtor owns and operates a business providing outpatient surgical services to patients in Prince George's County, Maryland. According to the Debtor, the primary impetus for the filing of the petition for relief herein was a pending eviction of the Debtor from its premises in Glenn Dale, Maryland. This bankruptcy case is entirely driven by economic circumstances. There are no issues of patient care, and the Debtor maintains a sterling reputation for providing expert care to its patients and customers, the Debtor said. About Forbes Ambulatory Surgery Center Based in Lanham, Maryland, Forbes Ambulatory Surgery Center, LLC, filed a voluntary Chapter 11 Petition (Bankr. D. Md. Case No. 19-20619) on August 7, 2019. The case is assigned to Hon. Lori S. Simpson. The Debtor's counsel is Steven H. Greenfeld, Esq., at Cohen, Baldinger & Greenfield, LLC, in Rockville, Maryland. At the time of filing, the Debtor had estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Charles Obioha, managing member. FOREVER 21: In Talks to Give Landlords Stake in Bankruptcy ---------------------------------------------------------- Forever 21 Inc. is in talks to give a stake in fast-fashion retailer to its two largest landlords as part of a restructuring that would allow co-founder Do Won Chang to retain ownership, Bloomberg News reported, citing people familiar with the matter. Forever 21 has ongoing discussions with Simon Property Group Inc. and Brookfield Property Partners LP about the proposal, which would be part of a bankruptcy filing, said the people, according to Bloomberg. Forever 21 is preparing to file for bankruptcy as soon as this month, ideally with a restructuring plan in place, the people said, according to Bloomberg. Company advisers have been working on obtaining a bankruptcy loan package that would give the retailer about $75 million to continue operations during the case, Bloomberg previously reported. Bloomberg notes that Simon and General Growth Properties Inc., now part of Brookfield, teamed up to buy most of bankrupt teen clothing chain Aeropostale three years ago. They've since sat on the sidelines as retailers liquidated, but Simon has publicly said it's open to doing similar-type deals going forward. In July, Forever 21 reportedly hired Latham & Watkins LLP for restructuring advice. In August, the retailer hired RCS Real Estate Advisors to help it re-evaluate its store portfolio. About Forever 21 Forever 21, Inc., headquartered in Los Angeles, California -- http://www.forever21.com/-- is a fashion retailer of women's, men's and kids clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. This model operates by keeping the store exciting with new merchandise brought in daily. Founded in 1984, Forever 21 operates more than 815 stores in 57 countries with retailers in the United States, Australia, Brazil, Canada, China, France, Germany, Hong Kong, India, Israel, Japan, Korea, Latin America, Mexico, the Philippines and United Kingdom. Privately held Forever 21 is owned by its founders, Do Won and Jin Sook Chang. A husband and wife team, the Changs immigrated from South Korea in 1981 and started the chain three years later with a single 900 square-foot store in Los Angeles and only $11,000 in savings. Forever 21 has been struggling with a severe drop in traffic amid the shift to online and increased competition from other retailers. Forever 21 has annual sales of $3.4 billion and 30,000 employees. FORTRESS TRANSPORTATION: Fitch Assigns BB- LT IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings assigned a first-time long-term Issuer Default Rating of 'BB-' to Fortress Transportation and Infrastructure Investment LLC. The Rating Outlook is Stable. Fitch has also assigned a senior unsecured debt rating of 'BB-' to FTAI's outstanding unsecured debt obligations. KEY RATING DRIVERS IDR AND SENIOR DEBT FTAI's ratings reflect the company's adequate scale in the aircraft engine leasing industry, a diverse fleet profile with limited residual value risk, solid cash flows generated by the aviation segment, an experienced management team, and leverage deemed consistent with the risk profile of the portfolio. The ratings are also supported by the recently-signed long-term contracts at the company's Long Ridge power plant and the strong credit quality of infrastructure project customers. Rating constraints include the firm's relatively short operating history; concentrated exposures in the infrastructure segment; weak overall profitability driven by the infrastructure projects that are still in their development stage, have demonstrated highly variable EBITDA and are sensitive to changes in the oil and gas commodity markets; competitive pressures and oversupply faced by the offshore segment; vulnerability to exogenous shocks in the aircraft and engine leasing segment; short-term engine leases that limit the magnitude of contractual cashflows; elevated exposure in the aviation segment to weaker growth geographies; limited funding flexibility given the negative pledge covenants in the infrastructure debt facilities; and the company's relatively high payout ratio. Fitch believes that FTAI has an established niche market position in the aircraft engine leasing business given its strategic focus, adequate scale, technical expertise and maintenance, repair and operation provider relationships. The firm is focused on end-of-life engines and seeks to maintain a utilization rate in the 50%-75% range to ensure sufficient inventory for customers looking for flexibility and short-term leases. FTAI's engine portfolio has a weighted average remaining lease term of 11 months, and while the shorter average lease tenure exposes the firm to placement risk and reduces the magnitude of contractual cash flows, the focus on older engines limits residual value exposure, in Fitch's opinion. At June 30, 2019, FTAI had 70 aircraft and 161 engines with a net book value of $1.3 billion, consisting largely of tier 2 and 3 aircraft and phase 2 and 3 engines, based on Fitch's aircraft and engine categorizations. Fitch believes the weighted average age of the aircraft portfolio is far older than other Fitch-rated aircraft lessors. However, FTAI's aircraft portfolio is a feeder to its aircraft engine leasing business and aircraft are typically leased through the end of their useful lives or otherwise parted out, rather than needing to be re-leased. The remaining weighted average useful life of the engine portfolio is significantly shorter than the useful life of a new engine, which can be up to 25 years. Fitch views the FTAI's aviation segment's geographic and customer diversification as adequate for the rating category. FTAI has a track record of repossessing and redeploying aircraft and engines after customer insolvency events, which Fitch views favorably, although this track record has not been observed through a full credit cycle. Despite adequate diversification, Fitch believes that FTAI has elevated exposure to weaker growth geographies compared to other lessors. FTAI began investing in infrastructure assets in 2014. Fitch's evaluation of the infrastructure assets is based on an assessment of the perceived volatility in cash flows from their ownership and operation, combined with the stressed equity value of the investments available to support FTAI's creditors. The key cash flow and valuation drivers include the degree of fixed-price contracted revenue, customer credit quality, dependence on utilization to drive profitability, and variability tied to commodity pricing. Fitch views FTAI's infrastructure assets as likely having longer-term investment horizons as they are brownfield investments with somewhat higher uncertainty regarding the timing of development or expansion. Fitch concluded that FTAI's infrastructure assets have an adequate future cash flow profile to sustain related debt and potentially contribute to FTAI's profitability beginning 2020 and 2021, depending on the project. Still, Fitch believes the infrastructure portfolio exposes the company to large concertation risks. Fitch views FTAI's aviation asset quality performance as good, since the company has not taken impairments on any aviation or infrastructure assets since inception, although the benign economic backdrop since 2010 has likely supported this track record. The company recorded one impairment charge related to the cancelation of ongoing construction of an off-shore vessel. FTAI has reported annual gains on aviation asset disposals above net book value over the past four years, indicating prudent residual value management and risk controls. The company was profitable during the second quarter of 2019 (which benefited from gains on equipment sales); however its annual profitability was negatively impacted by the performance drag from infrastructure projects over the past four years. Fitch estimates that FTAI's aviation assets have generated strong returns since inception on an absolute basis and relative to peer engine and aircraft lessors. The company generated a lease yield of 22.1% in 2Q19, and 19.8% in 2018 for its aviation assets, which is above peer levels. Fitch estimates a net spread on aviation assets of 9.5% in 2018 and 8% in 2Q19 when excluding maintenance payments, which compares favorably to the majority of Fitch-rated aircraft lessors and is in-line with Fitch rated aircraft engine lessors. Fitch expects FTAI's lease yields will remain relatively consistent over the rating horizon, although the short lease terms expose the company to elevated re-lease risk in periods of stress. The company's tangible leverage (defined as gross debt to tangible equity) was 1.9x at 2Q19 and has remained below 2.0x since its inception. Fitch believes this leverage profile is appropriate given the risk profile of the assets and the investment concentrations in the infrastructure portfolio. A sustained increase in leverage above 2.5x, driven by additional borrowings or asset impairments, without an offsetting decline in the risk profile of the asset portfolio would result in a negative rating action. Fitch believes FTAI's funding flexibility is constrained by the negative pledge covenants in the secured funding facilities. While the firm has a largely unsecured funding profile (70% of total debt at June 30, 2019), Fitch believes the debt is effectively secured given the recourse to all of FTAI assets in the majority of the secured funding facilities and the company's inability to otherwise encumber assets if necessary. Fitch would view the creation of an unencumbered asset pool favorably, as it would enhance the firm's funding flexibility. At June 30, 2019, 10% of the company's debt, issued by its subsidiaries, was non-recourse to FTAI. However, FTAI recently announced plans to refinance all of the Jefferson Terminal-related debt with non-recourse secured funding in 2H19. Fitch views the announcement favorably as it would reduce recourse debt by approximately $217 million. Fitch believes FTAI has an adequate liquidity profile without significant capital commitments as it does not have an order book and infrastructure project development is funded with borrowings on secured credit facilities and construction loans. In addition, FTAI has a favorable debt maturity profile, with more than 90% of debt maturing after 2021. At June 30, 2019, the company had $115 million of unrestricted cash and $160 million available on its secured revolving credit facility to fund $46.3 million of debt maturing over the next 12 months (including the $44.6 million Pride Credit Agreement maturing in September 2019) and purchase of 14 aircraft from Avianca Holdings S.A. for $160 million. The liquidity profile is also augmented by the generation of operating cash, which Fitch expects to be more than $120 million in 2019. The company's liquidity sources (secured revolver capacity, unrestricted cash and next 12 months of operating cash flow) covered uses (next 12 months of debt maturities, capital expenditures and estimated dividends of $112 million) by approximately 1.25x as of June 30, 2019, which compares favorably to the majority of Fitch rated aircraft lessors. Fitch expects FTAI will renew and extend the maturity of the Pride credit facility, which would benefit the liquidity ratio. Fitch believes the company has a relatively aggressive dividend policy, as distributions represented approximately 83% of operating cash flows in 2018 and significantly exceeded operating cash flows in 2016 and 2017. Fitch would view a reduction in the payout ratio favorably. Fitch believes FTAI benefits from an experienced management team via its external manager Fortress Investment Group LLC (Fortress, BB/Stable). Over the last 10 years, Fortress has been an active investor in transportation and transportation-related infrastructure assets globally, which has resulted in solid investment returns. The team is expected to remain opportunistic with regard to growth in the aircraft portfolio and additional investments in infrastructure assets. FTAI's Stable Outlook reflects Fitch's expectations that the company's aviation assets will continue to generate strong yields and operating cash flows, capital expenditures on infrastructure development projects will be driven by non-speculative demand and/or firm contractual obligations and the senior secured debt issued by Jefferson Terminal will be refinanced into non-recourse debt. The Outlook also reflects the expectation that FTAI will retain an adequate liquidity position and maintain leverage (gross debt to stated equity) at-or-below 2.0x. The unsecured debt ratings are equalized with FTAI's long-term IDR reflecting Fitch's expectation for average recovery prospects in a stressed scenario. RATING SENSITIVITIES IDR AND SENIOR DEBT Positive rating momentum could be driven by an improvement in the level and consistency of FTAI's overall probability, with infrastructure assets contributing to earnings, enhanced funding flexibility, including the removal of the negative pledge covenants and the creation of an unencumbered asset pool, sustained leverage below 1.5x assuming a consistent asset risk profile, increased infrastructure portfolio diversity and strong risk management and credit performance through a full credit cycle. Conversely, a sustained increase in leverage above 2.5x, as a result of an increased risk appetite, sizable investments in infrastructure assets or asset underperformance, may result in negative rating momentum. Additionally, the recognition of meaningful aircraft and/or engine impairments; sustained deterioration in aviation financial performance and/or operating cash flows; higher than expected repossession activity; difficulty re-leasing aircraft and engines at economical rates; or a reduction in available liquidity could also result in negative rating momentum. The senior unsecured debt ratings are primarily linked to the long-term IDR and are expected to move in tandem. However, a sustained reduction in unsecured debt as a proportion of total debt could result in the unsecured debt rating being notched down from the IDR. Headquartered in New York, NY, FTAI currently invests across four market sectors: aviation, energy, intermodal transport and rail. The company is externally managed by an affiliate of Fortress, which has a dedicated team of professionals who collectively acquired over $17 billion in transportation-related assets since 2002. At June 30, 2019, FTAI had total consolidated assets of $3.1 billion and total equity capital of $1.0 billion. FRONTIER COMMUNICATIONS: Egan-Jones Cuts Sr. Unsec. Ratings to CCC ------------------------------------------------------------------ Egan-Jones Ratings Company, on September 13, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Frontier Communications Corporation PLC to CCC from CCC+. Frontier Communications Corporation is a telecommunications company in the United States. It was known as Citizens Utilities Company until May 2000 and Citizens Communications Company until July 31, 2008. FTS INT'L: Moody's Lowers CFR to B3 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service downgraded FTS International, Inc.'s Corporate Family Rating to B3 from B2, its Probability of Default Rating to B3-PD from B2-PD, senior secured debt ratings to Caa1 from B3, and Speculative Grade Liquidity rating to SGL-2 from SGL-1. The outlook was changed to stable from positive. The downgrade reflects Moody's expectation that FTSI will deliver lower EBITDA earnings and higher financial leverage amid challenging operating conditions in the hydraulic fracturing industry in the next 12-18 months. Lower operating and free cash flow generation will reduce financial flexibility and add to refinancing risks. Downgrades: Issuer: FTS International, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Term Loan, Downgraded to Caa1 (LGD4) from B3 (LGD4) Senior Secured Notes, Downgraded to Caa1 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: FTS International, Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE FTSI's B3 CFR recognizes its rising financial leverage and elevated refinancing risk, as the company contends with lower earnings and challenging operating environment for oilfield services companies, as well as higher hurdles for accessing capital markets. Since 2018, FTSI delivered significant debt reduction that will mitigate rise in leverage as EBITDA fell sharply in 2019. FTSI's sizable cash balance and modest free cash flow generation allow it financial flexibility to reduce debt and address its $101 million term loan maturity in April 2021. The B3 rating is supported by the company's relatively large scale within its market segment (as measured by fleets and horsepower) and exposure to multiple producing basins, albeit with a strategic concentration in the Permian Basin, as well as some customer concentration. It also reflects FTSI's leading position in the highly competitive market for hydraulic fracturing services, where the company competes against larger and more diversified oilfield service peers. Finally, the rating takes into account high volatility in earnings, typical for this highly cyclical industry. Moody's expects limited if any improvement in FTSI's pricing power due to sustained capital discipline in the upstream sector and persistent oversupply of hydraulic fractioning equipment in the next 12-18 months. Governance considerations include FTSI's evolving financial policies and concentrated ownership. In May 2019, the company's board of directors authorized up to $100 million of stock to be repurchased until May 2020. While only $5 million had been repurchased as of mid-2019, until leverage is further reduced, meaningful cash directed toward stock repurchases could pressure FTSI's credit profile. As of March 21, 2019, Temasek, Chesapeake, and RRJ Capital owned about 69% of the company. The SGL-2 rating reflects Moody's expectation that FTSI will maintain good liquidity through mid-2020 supported by a sizable $162 million cash balance and $112 million of availability under its $250 million revolver. The revolver had a borrowing base of $115 million as of June 30, 2019 ($3 million of letters of credit were outstanding). The ABL revolver expires in 2023 and has a springing maturity 90 days prior to the term loan due April 2021 (or the senior secured notes due May 2022 if the term loan is repaid). The terms of the revolver also include a springing minimum fixed charge coverage ratio of 1x. Based on excess availability, Moody's does not expect this covenant to be in effect in 2019-2020. FTSI's senior secured term loan and senior secured notes are rated Caa1, one notch below the CFR. The notching reflects contractual priority ranking of the senior secured ABL revolver ahead of these instruments with respect to the more liquid collateral that includes pledges of accounts receivable and inventory. The stable outlook reflects Moody's expectation for FTSI to maintain leverage in the 3.5x-4.5x range over the next 12-18 months while maintaining good liquidity and proactively managing refinancing needs. Factors that could lead to a downgrade include weakening liquidity or increasing refinancing risk; more aggressive financial policies; EBITDA/interest below 2.5x; or loss of a significant customer. An upgrade is unlikely in the near-term, at least until debt maturities are termed out and refinancing risks reduced. However, prospective factors that could lead to an upgrade include sustainable EBITDA growth in an improving industry environment; further debt reduction and debt/EBITDA sustained below 3x; and maintenance of good liquidity. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. FTSI, headquartered in Fort Worth, Texas, is a publicly-traded provider of hydraulic fracturing services to exploration and production companies in North America. Revenue for the twelve months ended June 30, 2019 was about $1 billion. FURIE OPERATING: Seeks to Hire McDermott as Counsel --------------------------------------------------- Furie Operating Alaska, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ McDermott Will & Emery LLP, as counsel to the Debtors. Furie Operating requires McDermott to: a. advise the Debtors with respect to their powers and duties as Debtors in possession in the continued management and operation of their business and properties; b. advise and consult on the conduct of these Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiating with representatives of the Debtors' creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. advise the Debtors in connection with any potential sale of assets; g. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; h. advise the Debtors regarding tax matters; i. advise the Debtors regarding insurance and regulatory matters; j. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and k. perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 Cases, including: (i) analyze the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyze the validity of liens against the Debtors; and (iii) advise the Debtors on corporate and litigation matters. McDermott will be paid at these hourly rates: Partners $500 to $1,650 Associates $165 to $890 Paraprofessionals $115 to $595 During the 1 year period preceding the Petition Date, McDermott received the aggregate amount of $930,332. During the same period, the Debtors paid McDermott $1,173,975 on account of such fees earned and expenses incurred, including the funding of a retainer. On April 10, 2019, the Debtors provided McDermott with an advance payment of $100,000 to establish a retainer. As of the Petition Date, the balance of the Retainer was $243,643.40. McDermott will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy W. Walsh, a partner at McDermott Will & Emery, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. McDermott can be reached at: Timothy W. Walsh, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, NY 10173-1922 Tel: (212) 547-5400 Fax: (212) 547-5444 E-mail: twwalsh@mwe.com About Furie Operating Alaska Headquartered in Anchorage Alaska, Furie Operating Alaska LLC and its affiliates operate as independent energy companies primarily focused on the acquisition, exploration, production, and development of offshore oil and gas properties in the State of Alaska's Cook Inlet region. They hold a majority working interest in 35 competitive oil and gas leases in the Cook Inlet. Additionally, they wholly own and operate an offshore production platform in the middle of the Cook Inlet to extract natural gas under the oil and gas leases. Furie Operating Alaska and its affiliates, Cornucopia Oil & Gas Company LLC, and Corsair Oil & Gas LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 19-11781 to 19-11783) on Aug. 9, 2019. In the petitions signed by Scott M. Pinsonnault, interim COO, the Debtors were estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities. Matthew P. Ward, Esq. at Womble Bond Dickinson (US) LLP and Timothy W. Walsh, Esq., at McDermott Will & Emery LLP, serve as the Debtors' counsel. Seaport Global Securities LLC is the Debtors' investment banker; and Ankura Consulting Group is the financial advisor. Prime Clerk LLC is the claims and noticing agent, and administrative advisor. GLEASON'S GYMNASTIC: Taps Paul D. Armour as Accountant ------------------------------------------------------ Gleason's Gymnastic School, Inc., received approval from the U.S. Bankruptcy Court for the District of Minnesota to hire Paul D. Armour CPA as its accountant. The firm will assist the Debtor in the preparation of tax returns, accounting books and records, monthly operating reports, and cash flow projections for its Chapter 11 plan of reorganization. The Debtor will pay the firm an hourly fee of $150. The firm does not hold any interest adverse to the Debtor and its bankruptcy estate, according to court filings. The firm can be reached through: Paul D. Armour Paul D. Armour CPA 4945 142nd Path West Apple Valley, MN 55124 Phone: 952-322-2490 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 was estimated to have 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. GLENVIEW HEALTH CARE: Responds to U.S. Trustee's PCO Request ------------------------------------------------------------ Glenview Health Care Facility, Inc., in response to the U.S. Trustee's request for appointment of a patient care ombudsman, believes that, in the circumstances of this case, the appointment of a patient care ombudsman is not necessary. The Debtor is currently monitored by the Commonwealth of Kentucky patient care ombudsman. The Debtor has attached letters from the medical director of Glenview, the nurse practitioner of Glenview, as well as from Lynda Love, Barren River Long Term Care Ombudsman and a letter from the Cabinet for Health and Family Services Department for Aging and Independent Living advising that Glenview is a well run facility and the patient care received is excellent. Attorney for Debtor: Mark H. Flener, Esq. 1143 Fairway Street, Suite 101 P.O. Box 8 Bowling Green, KY 42102-0008 Phone: (270)783-8400 Fax: (270)783-8872 Email: mark@flenerlaw.comglen About Glenview Health Care Glenview Health Care Facility, Inc., owns and operates a small health care facility with 60 beds that provides nursing home services. Glenview Health Care Facility sought relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10795) in Bowling Green, Kentucky on Aug. 1, 2019. As of the petition date, the Debtor's assets are between $1 million and $10 million; and its liabilities are estimated within the same range. Judge Joan A. Lloyd oversees the Debtor's case. Mark H. Flener, Esq., is the Debtor's counsel. GLENVIEW HEALTH CARE: Sept. 19 Hearing on Ombudsman Appointment --------------------------------------------------------------- The hearing on the U.S. Trustee's motion to authorize the appointment of an ombudsman for Glenview Health Care Facility, Inc., is scheduled for Sept. 19, 2019 at 10:00 AM (Central time). Under the Bankruptcy Code states that if the debtor is a health care business, the court shall order the appointment of an ombudsman to monitor the quality of patient care and to represent the interests of the patients of the health care business. A "health care business" is any public or private entity (without regard to whether that entity is organized for profit or not for profit) that is primarily engaged in offering to the general public facilities and services for the diagnosis or treatment of injury, deformity, or disease; and surgical, drug treatment, psychiatric, or obstetric care. The United States Trustee believes that the relevant facts of this case include, in part, as follows: a. Glenview Health Care operates a nursing facility in Glasgow Kentucky, b. Glenview Health Care is licensed to receive up to 60 residence and is currently caring for 56 such residence at one nursing facility, c. Glenview Health Care employs 70 individuals and contracts with one doctor who also serves as that nursing facility as its Medical Director. According to representations made by both a nurse at the facility and by the facilities doctor, the current residence of the facility receive quality care, d. That Glenview Health Care does maintain a relationship with the Kentucky Long Term Care Ombudsman Program through the Barren River Long Term Care Ombudsman Program. e. That the Barren River Long Term Care Ombudsman Program’s District Ombudsman reports that she is not aware of any current issues with the Glenview Health Care facility or its level of care and describes the facility as being in full compliance with all applicable regulations and as providing a high standard of health care to its residence. The U.S. Trustee believes that the Debtor is a Health Care Business as defined by the United States Bankruptcy Code as it currently operates a nursing care facility. It does not apparently have any issues with the quality of care which it has provided to his residence, the appointment of a Health Care Ombudsman is necessary. About Glenview Health Care Glenview Health Care Facility, Inc., owns and operates a small health care facility with 60 beds that provides nursing home services. Glenview Health Care Facility sought relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 19-10795) in Bowling Green, Kentucky on Aug. 1, 2019. As of the petition date, the Debtor's assets are between $1 million and $10 million; and its liabilities are estimated within the same range. Judge Joan A. Lloyd oversees the Debtor's case. Mark H. Flener, Esq., is the Debtor's counsel. GLOBAL CORE: Seeks to Hire Charles C. Ward as Attorney ------------------------------------------------------ Global Core Stillwater LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ the Law Office of Charles C. Ward, PLLC, as attorney to the Debtor. Global Core requires Charles C. Ward to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continuing operation of its business and management of its property; b. prepare on behalf of the Debtor as debtor-in-possession all necessary applications, answers, orders, pleadings, reports and other legal papers; and c. perform all other legal services for the Debtor as debtor- in-possession which may be necessary herein. Charles C. Ward will be paid at the hourly rate of $350. Charles C. Ward will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles C. Ward, the firms' founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Charles C. Ward can be reached at: Charles C. Ward, Esq. LAW OFFICE OF CHARLES C. WARD, PLLC 2525 NW Expressway, Suite 111 Oklahoma City, OK 73112 Tel: (405) 418-8447 Fax: (405) 418-8473 E-mail: cward@charlescwardlaw.com About Global Core Stillwater Global Core Stillwater, LLC, a single asset real estate debtor, owns La Quinta Inn & Sites Stillwater, a hotel in Stillwater, Okla. Global Core Stillwater sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 19-12805) on July 10, 2019. At the time of the filing, the Debtor disclosed $5,644,440 in assets and $4,874,617 in liabilities. The case is assigned to Judge Janice D. Loyd. The Debtor hired the Law Office of Charles C. Ward, PLLC, as counsel. GOSPEL WAY: Seeks to Hire Dahiya Law Offices as Legal Counsel ------------------------------------------------------------- Gospel Way Deliverance Ministries Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Dahiya Law Offices LLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code, communication with creditors, and the preparation of a plan of reorganization. The firm's hourly rates are: Principal $600 Counsel $450 Associates $200 to $350 Paralegals $75 to $125 Dahiya Law Offices received a retainer of $7500. The firm's attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Dahiya Law Offices can be reached through: Karamvir Dahiya, Esq. Dahiya Law Offices, LLC 75 Maiden Lane, Suite 506 New York, NY 10038 About Gospel Way Deliverance Ministries Gospel Way Deliverance Ministries Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41850) on March 28, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities between $1 million and $10 million. The case is assigned to Judge Carla E. Craig. Dahiya Law Offices, LLC, is the Debtor's counsel. H2D MOTORCYCLE: Seeks to Hire Baker Tilly as Accountant ------------------------------------------------------- H2D Motorcycle Ventures, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Baker Tilly, as accountant to the Debtor. H2D Motorcycle requires Baker Tilly to: a. prepare financial statements and other reports as may be required by the Court or under the U.S. Trustee Guidelines; b. assist in the preparation of tax returns; c. consult and advise the Debtors with respect to financial reporting requirements to the U.S.s Trustee and in connection with the contemplated sale of the Debtors' dealerships.; and d. provide such other professional accounting services as may be required by the Debtors in order to comply with the requirements of the Court, the U.S. Trustee and the Bankruptcy Code. Baker Tilly will be paid at these hourly rates: Partners $400 Managers $165 to 350 Senior Accountants $145 to 160 Staff Accountants $120 to 140 Administrative $75 Baker Tilly has agreed to waive its $31,000 prepetition claim against the Debtors in order to remain disinterested in the Chapter 11 cases. Baker Tilly will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryan Maniscalco, partner of Baker Tilly, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Baker Tilly can be reached at: Ryan Maniscalco BAKER TILLY 777 E. Wisconsin Ave. FL 32 Milwaukee, WI 53202 Tel: (414) 777-5500 About H2D Motorcycle Ventures Based in New Berlin, WI, H2D Motorcycle Ventures, LLC, and its affiliates sought Chapter 11 protection (Bankr. E.D. Wis. Lead Case No. 19-26914) on July 17, 2019. In the petition signed by Eric Pomeroy, CEO, the debtor H2D Motorcycle disclosed $5,698,014 in assets and $5,803,573 in liabilities. The Hon. Beth E. Hanan oversees the case. Robert L. Rattet, Esq. at Rattet PLLC, serves as bankruptcy counsel to the Debtor. HAPPY FACES: Seeks to Hire Dennis M. Mahoney as Attorney -------------------------------------------------------- Happy Faces Childcare and Learning Center, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Dennis M. Mahoney, LLC, as attorney to the Debtor. Happy Faces requires Dennis M. Mahoney to: a. assist in the filing of Schedules and such other documents with the Court; and b. represent at Court proceedings and all services necessary to conclude the Bankruptcy Proceedings. Dennis M. Mahoney will be paid at the hourly rate if $300. Dennis M. Mahoney will be paid a retainer in the amount of $5,000. Dennis M. Mahoney will also be reimbursed for reasonable out-of-pocket expenses incurred. Dennis M. Mahoney, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Dennis M. Mahoney can be reached at: Dennis M. Mahoney, Esq. DENNIS M. MAHONEY, LLC 235 Main Street Woodbridge, NJ 07095 Tel: (732) 855-1776 About Happy Faces Childcare Happy Faces Childcare & Learning Center Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 19-22093) on June 18, 2019. The Debtor was estimated to have assets of less than $100,000 and liabilities of less than $500,000. The case has been assigned to Judge Christine M. Gravelle. The Debtor hired Dennis M. Mahoney, LLC, as counsel. HEARTS AND HANDS: B. Hagedorn Named Patient Care Ombudsman ---------------------------------------------------------- The U.S. Trustee appointed Brittany Hagedorn as Patient Care Ombudsman for Hearts and Hands of Care. Inc. Ms. Hagedorn can be reached at: Brittany Hagedorn 610 Bounty Drive Anchorage, AK 99515 Tel: (907) 350-7286 Email: Brittany.r.hagedorn@gmail.com Ms. Hagedorn's billing rate is $100 per hour. She assures the Court that she is a "disinterested person" as defined in the Bankruptcy Code. About Hearts and Hands of Care Hearts and Hands of Care, Inc., which offers respite care services, sought Chapter 11 protection (Bankr. D. Alaska Case No. 19-00230) on July 22, 2019. In the petition signed by CEO Kisha Smaw, the Debtor estimated assets of at least $50,000 and liabilities at $1 million to $10 million. The Hon. Gary Spraker is the case judge. PEYROT AND ASSOCIATES P.C., represents the Debtor. HENRY ANESTHESIA: Asks Court to Excuse Ombudsman Appointment ------------------------------------------------------------ Henry Anesthesia Associates LLC asks the Bankruptcy Court to excuse the appointment of a patient care ombudsman because the business is not a health care entity. The Debtor operates an anesthesia practice and it is not "primarily engaged in offering to the general public facilities and services." The nature of the business is only to aids other physicians as they perform procedures. Pursuant to Bankruptcy code, the court directs to appoint a patient care ombudsman in a health care case, "unless the court finds that the appointment of such ombudsman is not necessary for the protection of patients under the specific facts of the case." According to the law, it requires the existence of the following four elements in order for a debtor to qualify as a "health care business": (i) the debtor must be a public or private entity; (ii) the debtor must be primarily engaged in offering to the general public facilities and services; (iii) the facilities and services must be offered to the public for the diagnosis or treatment of injury, deformity or disease and; (iv) the facilities and services must be offered to the public for surgical care, drug treatment, psychiatric care or obstetric care. Thus, the Debtor provides services to aid the referring physician in their diagnosis or treatment of injury, deformity, or disease. The Debtor does not provide the treatments itself. The Debtor does not provide facilities and performs its services at hospitals. The Debtor does not provide facilities for patients to receive services. However, the Court should excuse the appointment of a PCO, if the Debtor does qualify as a health care business, the Court should excuse the appointment of a patient care ombudsman where the debtor's issues that caused the bankruptcy filing did not appear to arise from deficient patient care and the Debtor did not have a history of patient care issues or regulatory action. In determining whether an ombudsman is needed, courts have weighed nine non-exclusive factors: (1) the cause of the bankruptcy; (2) the presence and role of licensing or supervising entities; (3) the debtor's past history of patient care; (4) the ability of the patients to protect their rights; (5) the level of dependency of the patients on the facility; (6) the likelihood of tension between the interests of the patient and the debtor; (7) the potential injury to the patients if the debtor drastically reduced its level of patient care; (8) the presence and sufficiency of internal safeguards to ensure the appropriate level of care; and (9) the impact of the cost of the ombudsman on the likelihood of a successful reorganization. The Debtor shows that under the Affidavit of Dr. Keith R. Carringer, appointment of a patient care ombudsman should be excused. The Debtor's issues which led to the filing of this case are not related to patient care, but rather due to the impact of its financial obligations including tax liabilities. The Anesthesia Team responds to requests and consultations with the Hospital's surgeons who do have admission rights. Debtor does not bring its own patients to the hospital. The Debtor's office, located at 1133 Eagles Landing Parkway, Stockbridge, Georgia 30281, is not used for patient care. Accordingly, the Debtor asks the Court to enter an Order (i) finding that Debtor is not a health care business or, alternatively, (ii) a patient care ombudsman is not necessary based on the facts of the case. A hearing on the Motion will be held on October 9, 2019 at 10:15 AM. Proposed Attorneys for Debtor: Leslie M. Pineyro, Esq. 21 Eighth Street, NE Atlanta, Georgia 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: lpineyro@joneswalden.com About Henry Anesthesia Associates Henry Anesthesia Associates LLC is a medical practice in Stockbridge, Georgia specializing in anesthesiology. Henry Anesthesia filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-64159) on Sept. 6, 2019. In the petition signed by Keith R. Carringer, M.D., manager, the Debtor estimated assets of at least $50,000, and liabilities between $1 million and $10 million. Jones & Walden, LLC, represents the Debtor. HOLLY ENERGY: Moody's Raises CFR to Ba2, Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded Holly Energy Partners, L.P.'s corporate family rating to Ba2 from Ba3, probability of default rating to Ba2 from Ba3 and senior unsecured notes rating to B1 from B2. HEP's speculative grade liquidity rating remains SGL-3. The rating outlook is stable. Upgrades: Issuer: Holly Energy Partners, L.P. Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Senior Unsecured Notes, Upgraded to B1 (LGD5) from B2 (LGD5) Outlook Actions: Issuer: Holly Energy Partners, L.P. Outlook, Remains Stable RATINGS RATIONALE The upgrade recognizes HEP's growth and the company's continued strategic importance to HollyFrontier Corporation (HFC, Baa3 stable), which owns its general partner interest and is its refining parent. HEP provides critical midstream logistics to HFC's operations and also plays an important role as a growth and financing vehicle for its midstream operations. HEP's Ba2 CFR reflects its stable cash flow from pipeline, terminal, and tankage assets supported in large part by long-term favorable take-or-pay contracts with HFC that have limited commodity risk. HEP has low growth capital spending requirements and modest financial leverage that Moody's expects to remain about 4x through 2020. HEP's beneficial relationship with HFC has provided favorable growth opportunities. The buy-in of HFC's incentive distribution rights simplified HEP's corporate structure and has the potential to reduce its cost of capital. The rating is restrained by HEP's relatively modest scale of operations, with $375 million in Moody's adjusted EBITDA, as of June 30, 2019, and its modest geographic diversification. HEP's rating also considers the growth and distribution requirements inherent in the MLP business model, and some execution risk in its growth capital projects that will bring additional cash flow and improve diversification. HEP's B1 rating on the senior unsecured notes reflects its subordination to HEP's $1.4 billion senior secured credit facility which is expected to remain highly utilized, more than it has been historically. Because of the size of the priority claim and junior position of the senior unsecured notes in the capital structure relative to the senior secured credit facility, Moody's rates the notes two notches below the Ba2 CFR. HEP's SGL-3 rating reflects its expectation of adequate liquidity through 2020. As of June 30, 2019, the partnership had $6.9 million of cash, $459 million of availability under its $1.4 billion secured credit facility, and over $300 million of annual revenue commitments from HFC under contracts expiring between 2019 to 2030. Covenants under the credit facility include consolidated Debt / EBITDA of not more than 5.25x, senior secured Debt / EBITDA of not more than 3.75x, and EBITDA / interest of no less than 2.5x. Moody's estimates that contracted revenue will generate sufficient EBITDA to maintain covenant compliance at current debt levels. HEP's liquidity profile also benefits from its affiliation with HFC. The nearest maturity is that of the revolver which is scheduled for July 2022. The ratings could be upgraded if HEP's size and scale continued to increase such that EBITDA approaches $500 million, while maintaining Debt/EBITDA around 4x and distribution coverage above 1x. The ratings could be downgraded if Debt/EBITDA is above 5x; HEP's business profile becomes materially riskier through acquisitions or growth capital projects; if contract coverage of revenue declines; or if the distribution coverage falls below 1x. A rating downgrade of HFC could also result in a downgrade of HEP. Headquartered in Dallas, Texas, Holly Energy Partners, L.P. is a master limited partnership that was formed to acquire, own, and operate substantially all of the crude oil and refined product pipelines, terminals, and tankage assets of HollyFrontier Corp. HFC owns 57% of HEP though its limited partner (LP) interest and non-economic general partner (GP) interest. The principal methodology used in these ratings was Midstream Energy published in December 2018. HOUSTON-HARRIS: Trustee Hires William G. West as Accountant ----------------------------------------------------------- Christopher R. Murray, the Chapter 11 Trustee of Houston-Harris Division Patrol, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ William G. West, P.C., CPA, as accountant to the Trustee. The Trustee requires William G. West to: a. prepare Federal and State Tax Returns as required and to represent the Trustee in dealings with the Internal Revenue Service and other government authorities in tax-related matters for this bankruptcy case; b. reconstruct the books and records of the Debtor's to the extent necessary in order to prepare the returns; c. identify accounting and tax records of the Debtor in both paper and electronic format; obtain and transfer such records from the Debtors offices as necessary; then prepare a list of missing records needed to complete the analysis of the Debtor's financial operations and transactions; d. perform tracing of funds in and out of the Debtor's bank accounts and account records; e. prepare preference and fraudulent transfer analysis for the Trustee; f. render accounting and reporting assistance in connection with reports requested by the Court, including the preparation of monthly operating reports, budgets, cash flow projections, and such other reports as may be requested by the U.S. Trustee; and g. consistent with the scope of services set forth herein, attend and participate in Court appearances before the U.S. Bankruptcy Court when necessary. William G. West will be paid at these hourly rates: William G. West, CPA $330 Roger D. Martin, CPA $285 William A. Potter, CPA $255 Paraprofessionals $140 William G. West will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. West, the firm's name partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. William G. West can be reached at: William G. West WILLIAM G. WEST, P.C., CPA 12345 Jones Rd., Suite 214 Houston, TX 77070 Tel: (281) 807-7811 About Houston-Harris Division Patrol Houston-Harris Division Patrol, a security guard services provider in Houston, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-34548) on Aug. 14, 2019. In the petition signed by Mauricio Garcia, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Law Offices of Margaret M. McClure is the Debtor's counsel. IMPERIAL 290 HOSPITALITY: Dec. 9 Plan Confirmation Hearing ---------------------------------------------------------- The Bankruptcy Court has issued an order conditionally approving the disclosure statement explaining Imperial 290 Hospitality Group, LLC's Chapter 11 plan of reorganization and scheduled the hearing on final approval of the disclosure statement and confirmation of the plan for December 9, 2019 at 10:00 AM. Last day to object to confirmation is December 2. Class 1: Allowed Secured Claims of Ad Valorem Taxing Authorities. There are no claims in this Class and the 2019 taxes will be paid when due from the escrowed funds held by Vantage Bank. If there are no escrowed funds then the ad valorem taxes will be paid when the properties are sold and if they are not sold but deeded back to Vantage Bank then they shall remain attached to the properties. Class 2: Allowed Secured Claim of Vantage Bank are impaired. This Claim is an Allowed Secured Claim of Vantage Bank and shall be satisfied as follows: Debtor will sell the properties that secures such claim by no later than December 31, 2019. If the properties have not sold by this date then the Debtor will deed the properties to Vantage Bank in partial satisfaction of its secured debt in the amount of $8,300,000.00. The remaining balance owed to Vantage Bank will be paid by the guarantors of the loan to Vantage Bank as follows: If $200,000-300,000 paid in full in 6 months, if $301,000-400,000 paid in full in 12 months, if $401,000-500,000 paid in full in 18 months, if $501,000-600,000 paid in full in 24 months. Class 3: Allowed General Unsecured Claims are impaired. The Claims in this class will be paid by the Reorganized Debtor once Allowed at 100% of their Claims over 24 months. The payments shall commence on the first day of the month following the Effective Date and shall continue on the first day of each succeeding month thereafter until the end of the payment term as defined herein. The Plan will be funded from the continuing operations of the Debtor. A full-text copy of the First Amended Disclosure Statement dated September 9, 2019, is available at https://tinyurl.com/y4h3d73m from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest, Suite 625 Dallas, Texas 75230 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About Imperial 290 Hospitality Group Imperial 290 Hospitality Group, LLC, is a privately held company that operates in the traveler accommodation industry. Imperial 290 Hospitality Group, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-31500) on March 19, 2019. In the petition signed by Shivinder Madan, manager, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. David R. Jones oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's bankruptcy counsel. INSYS THERAPEUTICS: E. Frejka Named Consumer Privacy Ombudsman -------------------------------------------------------------- Pursuant to the Bankruptcy Court's order, the U.S. Trustee appoints Elise Frejka of Frejka PLLC as consumer privacy ombudsman for Insys Therapeutics, Inc. Ms. Frejka can be reached at: Elise Frejka, Esq. Frejka PLLC 420 Lexington Avenue, Suite 310 New York, NY 10170 Telephone: (212) 641-0848 Email: efrejka@frejka.com The Bankruptcy Code provide that the consumer privacy ombudsman may appear and be heard at such hearing and shall provide to the court information to assist the court in its consideration of the facts, circumstances, and conditions of the proposed sale or lease of personally identifiable information. Such information may include presentation of the following: (1) the debtor's privacy policy; (2) the potential losses or gains of privacy to consumers if such sale or such lease is approved by the court; (3) the potential costs or benefits to consumers if such sale or such lease is approved by the court; and (4) the potential alternatives that would mitigate potential privacy losses or potential costs to consumers About Insys Therapeutics Headquartered in Chandler, Ariz., Insys Therapeutics, Inc. -- http://www.insysrx.com/-- is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve patients' quality of life. Using proprietary spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intended to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys is committed to developing medications for potentially treating anaphylaxis, epilepsy, Prader-Willi syndrome, opioid addiction and overdose, and other disease areas with a significant unmet need. As of March 31, 2019, Insys had $172.6 million in total assets, $336.3 million in total liabilities, and a total stockholders' deficit of $163.7 million. On June 10, 2019, Insys Therapeutics and six affiliated companies filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (D. Del. Lead Case No. 19-11292). Insys intends to conduct the asset sales in accordance with Section 363 of the U.S. Bankruptcy Code. The Debtors' cases are assigned to Judge Kevin Gross. The Debtors tapped Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., as legal counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Epiq Corporate Restructuring, LLC as claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 20, 2019, appointed nine creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. Akin Gump Strauss Hauer & Feld LLP, and Bayard, P.A., serve as the Committee's attorneys; and Province, Inc., is the financial advisor. IPIC-GOLD CLASS: Hires Aurora Management as Financial Advisor ------------------------------------------------------------- iPic-Gold Class Entertainment LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Aurora Management Partners, LLC, as financial advisor to the Debtor. iPic-Gold Class requires Aurora Management to: a. assist in the preparation of the Schedules and Statements of Financial Affairs for each of the six Debtors; b. prepare for and attend the Initial Debtor Interview with the Debtors on August 13, 2019, including preparing the information requested by the Office of the U.S. Trustee in connection therewith; c. assist with the preparation of the Debtors' initial and monthly operating reports; d. assist with the preparation, reconciliation and development of the Debtors' cash flow budget and continuing to work with the Debtors' secured lenders in connection therewith; and e. provide other transitional tasks with which the Firm is already familiar or which can be more efficiently accomplished by the Firm. Aurora Management will be paid at these hourly rates: Director/Managing Director/ Senior Managing Director/Managing Partner $350 to $650 Consultant/Senior Consultants $250 to $350 Analysts $175 to $250 Administrative Assistants $125 Aurora Management will be paid a retainer in the amount of $25,000. Aurora Management will also be reimbursed for reasonable out-of-pocket expenses incurred. David M. Baker, a managing partner at Aurora Management Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Aurora Management can be reached at: David M. Baker AURORA MANAGEMENT PARTNERS, LLC 112 South Tryon Street, Suite 1770 Charlotte, NC 28284 Tel: (704) 377-6010 About iPic-Gold Class Entertainment iPic Entertainment Inc. operates restaurants and theaters in the United States. The company operates casual restaurants, farm-to-glass full-service bars, and theater auditoriums with in-theater dining. It operates restaurants under the City Perch Kitchen + Bar, Tanzy, The Tuck Room, The Tuck Room Tavern, and iPic Express brands. The company was founded in 2010 and is headquartered in Boca Raton, Fla. iPic-Gold Class Entertainment, LLC and its affiliates including iPic Entertainment Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11739) on Aug. 5, 2019. At the time of the filing, iPic-Gold Class Entertainment was estimated to have assets between $100 million and $500 million and liabilities of the same range. Pachulski Stang Ziehl & Jones LLP is serving as the Debtors' counsel. Aurora Management Partners, LLC, is the financial advisor. IPIC-GOLD CLASS: Oct. 17 Auction of All Assets Set -------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures of iPic-Gold Class Entertainment, LLC and its affiliates in connection with the auction sale of substantially all assets at auction. The Bidding Procedures will govern all bidders and bids, including those that may be submitted by Qualified Bidders at the Auction. Following entry of the Order, the Debtors will be authorized, but not obligated, in the exercise of their business judgement, with the consent of the Consultation Parties, to select one or more bidders to act as a stalking horse bidder. In the event that the Committee does not consent to the designation of a Stalking Horse Bidder, the Debtors may seek authority to designate the Stalking Horse Bidder over the Committee's objection by motion filed on an expedited basis, subject to the Court's availability. The Debtors are authorized, with the consent of the Secured Lenders, to incur and pay the Bid Protections to any Stalking Horse Bidder in accordance with this Order and the Bidding Procedures if they determine, with the consent of the Secured Lenders and in consultation with the Consultation Parties, that paying the Bid Protections is in the best interests of their estates and stakeholders. The Bid Protections incurred by the Debtors pursuant to this Order and the Bidding Procedures will be an allowed administrative expense under section 503(b)(1) and 507(a)(2) of the Bankruptcy Code without further order of the Court. As set forth in the Bidding Procedures, the Debtors have the option, but are not required, to designate a Stalking Horse Bidder in their business judgment (with the consent of the Consultation Parties) no later than Oct. 4, 2019. To the extent such determination is made to provide for and pay the Bid Protections, the Debtors will disclose such Bid Protections in the corresponding notice designating a Stalking Horse Bidder to be filed pursuant to the Bidding Procedures. If a timely objection to the Bid Protections is filed, the Debtors will schedule a hearing in consultation with any objecting parties and the Court; provided, however, any such hearing will be held not later than Oct. 10, 2019 at 10:00 a.m. (ET). For the avoidance of doubt, and subject to the notice procedures set forth in the Order, the Bid Protections are authorized in the form of (a) a break-up fee of up to an aggregate of 3% of the Purchase Price of the Stalking Horse Bid and (b) reimbursement for the reasonable out of pocket expenses actually incurred by the Stalking Horse Bidder in connection with its bid, not to exceed $150,000. Any credit bid made by a Successful Bidder or Backup Bidder must include a cash component sufficient to pay the Bid Protections and any fees and expenses that will be payable by the Debtors to their investment banker at the closing. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 11, 2019 at 4:00 p.m. (ET) b. Purchase Price: The Bidding will commence at the Baseline Bid. The first overbid at the Auction will be in an amount not less than (i) the amount of the Baseline Bid plus (ii) the Bid Protections (if any) plus (iii) $250,000. c. Deposit: 10% of the aggregate cash and non-cash Purchase Price of the Bid d. Auction: As further governed by the Bidding Procedures, if at least one Qualified Bid is received by the Bid Deadline (in addition to the Secured Lenders' deemed Qualified Bid), the Debtors will hold the Auction on Oct. 17, 2019 at 10:00 a.m. (ET) in accordance with the Bidding Procedures at the offices of Pachulski Stang Ziehl & Jones LLP, 780 Third Avenue, 34th Floor, New York, NY 10017. e. Bid Increments: 50,000 f. Sale Hearing: Oct. 28, 2019 at 2:00 p.m. (ET) g. bid Protection: Pursuant to the Bidding Procedures Order, the Bid Protections are limited to (a) a break-up fee of up to an aggregate of 3% of the Purchase Price of the Stalking Horse Bid and (b) reimbursement for the reasonable out of pocket expenses of the Stalking Horse Bidder, up to $150,000. h. Sale Objection Deadline: Oct. 18, 2019 at 4:00 p.m. (ET) Any Qualified Bidder (including the Secured Lenders, which are deemed a Qualified Bidder) who has a valid and perfected lien on any assets of the Debtors' estates and the right and power to credit bid claims secured by such liens, will have the right to credit bid all or a portion of such Secured Creditor’s secured claims within the meaning of, and subject to, section 363(k) of the Bankruptcy Code. The Sale Notice and Assumption and Assignment are approved in all respects. The Debtors will serve the Assumption and Assignment Notice on contract counterparties on Sept. 16, 2019. As further governed by the Assumption and Assignment Procedures, the (a) Cure Objection Deadline is Sept. 30, 2019 at 4:00 p.m. (ER) and (b) Assumption and Assignment Objection Deadline is Oct. 24, 2019 at 4:00 p.m. (ET). If a Contract Counterparty timely files a Cure Objection and the amount in dispute is less than $100,000, the Sale Hearing will be used a status conference with respect to the such Cure Objection. If, however, the amount in dispute is more than $100,000, the Debtors reserve the right to have such dispute resolved at the Sale Hearing. Notwithstanding the possible applicability of Bankruptcy Rules 6004(h) or 6006(d), the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/iPic-Gold_Class_273_Order.pdf About iPic-Gold Class Entertainment iPic-Gold Class Entertainment, LLC, and its affiliates, including iPic Entertainment Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11739) on Aug. 5, 2019. iPic Entertainment Inc. operates restaurants and theaters in the United States. The company operates casual restaurants, farm-to-glass full-service bars, and theater auditoriums with in-theater dining. It operates restaurants under the City Perch Kitchen + Bar, Tanzy, The Tuck Room, The Tuck Room Tavern, and iPic Express brands. The company was founded in 2010 and is headquartered in Boca Raton, Fla. At the time of the filing, iPic-Gold Class Entertainment was estimated to have assets between $100 million and $500 million, and liabilities of the same range. iPic-Gold Class Entertainment and its affiliated debtors are represented by Pachulski Stang Ziehl & Jones LLP. J. CREW: Moody's Affirms Caa2 CFR, Outlook Developing ----------------------------------------------------- Moody's Investors Service downgraded J.Crew Group, Inc.'s Probability of Default Rating to Caa3-PD from Caa2-PD. Concurrently, Moody's affirmed J.Crew's Caa2 Corporate Family Rating and Caa2 senior secured term loan rating, as well as the Caa2 ratings on the senior secured notes and senior secured private placement notes issued by J. Crew Brand, LLC ("IpCo notes"). Moody's also downgraded the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is developing. On September 13, 2019, J.Crew filed an initial public offering for its Madewell business. J.Crew also made public its debt restructuring discussions. The company's proposal outlines a plan to offer 40% of Madewell to public shareholders and raise $500 million of new Madewell secured debt. In its proposal, the company uses an illustrative enterprise value range of roughly $2-3 billion. Proceeds from the IPO and debt raise will be used to repay a portion of J.Crew's $1.9 billion outstanding debt due 2021. Since the lenders have countered with a proposal with different terms, there is uncertainty as to whether and on what terms an exchange would occur. "Madewell's earnings and growth prospects as a stand-alone business could garner a substantial enterprise valuation in the public markets, allowing the use of IPO proceeds and new Madewell debt to repay a portion of J. Crew's $1.9 billion debt load," said Raya Sokolyanska, Moody's Vice President and lead analyst for J.Crew. "However, until the lender negotiations and an IPO are completed, the outcome for lenders remains uncertain and dependent on public market receptivity to Madewell at a time when retail valuations are broadly under pressure and vary meaningfully. The valuation could be affected by items such as the relatively large initial float and expectation of near-term follow-on offerings, the Chinos SPV controlling position, and the planned TSA agreement with J.Crew, which has struggled for the past several years," added Sokolyanska. Per the company's proposal, upon the IPO, holders of the $353 million IpCo notes will receive preferred equity in a special purpose vehicle (Chinos SPV) controlled by the current equity owners, which will hold the remaining Madewell equity and the J.Crew equity. At the same time, consenting term loan lenders will receive a combination of cash paydown and new preferred equity in the SPV. Non-consenting term loan lenders will be repaid in full with proceeds from the IPO and Madewell debt raise. Borrowings under the asset-based revolver will also be repaid in full. If a debt exchange is completed based on either of the proposals, Moody's will likely consider the transaction a distressed exchange for the IpCo notes, because the transaction would be aimed at alleviating pressure on a capital structure that Moody's views as unsustainable and would result in a conversion of the notes into preferred equity, whose value will be tied mainly to the J.Crew business. The PDR downgrade to Caa3-PD from Caa2-PD reflects Moody's expectation that the likelihood of a near-term default through a distressed exchange has increased. The affirmations of the Caa2 CFR and instrument ratings despite the PDR downgrade reflect a shift to an above average enterprise recovery rate assessment in an event of default, as a result of greater visibility into the operating performance of the Madewell business and its potential valuation. The downgrade of the Speculative Grade Liquidity Rating to SGL-4 from SGL-3 reflects the company's upcoming maturities, including the March 2021 term loan due date. Moody's took the following rating actions: Issuer: J.Crew Group, Inc. Corporate Family Rating, affirmed Caa2 Probability of Default Rating, downgraded to Caa3-PD from Caa2-PD Senior Secured Term Loans due 2021 ($1.35 billion outstanding), affirmed Caa2 (LGD3) from Caa2 (LGD4) Speculative Grade Liquidity Rating, downgraded to SGL-4 from SGL-3 Developing Outlook Issuer: J.Crew Brand, LLC $250 million Senior Secured Notes due 2021, affirmed Caa2 (LGD3) from Caa2 (LGD4) $97 million Senior Secured Private Placement Notes due 2021, affirmed Caa2 (LGD3) from Caa2 (LGD4) Outlook, assigned Developing RATINGS RATIONALE J.Crew's Caa2 CFR reflects the company's elevated probability of default as a result of the upcoming maturities and high leverage, with credit agreement debt/EBITDA near 10 times (based on management adjusted EBITDA and additional add-backs for unusual items in 4Q 2018, equivalent to 7.1 times Moody's-adjusted). The rating also reflects J.Crew's relatively small scale, high fashion risk, and exposure to changes in consumer spending, as well as its revenue declines and negative free cash flow. At the same time, the rating positively reflects Moody's view that the value of the Madewell and -- to a lesser extent --J.Crew based on their brands, product assortment, distribution, and market position will lead to an above-average enterprise recovery rate in an event of default. The developing outlook reflects the uncertainty surrounding the anticipated IPO valuation, the amount of debt repayment and terms of any debt exchange. The ratings could be upgraded if the company takes material steps in addressing its debt maturities and reducing outstanding debt and leverage. The ratings could be downgraded if the probability of default increases, the expected recovery rate declines, or liquidity weakens. J.Crew Group, Inc. is a retailer of women's, men's and children's apparel, shoes and accessories. For the twelve months ended August 3, 2019, the company generated $2.5 billion of sales through its stores (193 J.Crew, 172 J.Crew Factory and 132 Madewell locations), websites, catalogs and retail partners. The company is owned by TPG Capital, L.P., Leonard Green & Partners, L.P., former HoldCo noteholders, and others. The principal methodology used in these ratings was Retail Industry published in May 2018. J.E.L. SITE: Taps BransonLaw as Legal Counsel --------------------------------------------- J.E.L. Site Development, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire BransonLaw, PLLC, as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and will provide other legal services in connection with its Chapter 11 case. The firm's hourly rates range from $450 to $150. BransonLaw received an advance fee of $24,330 for post-petition services and expenses and the filing fee of $1,717. It also received payment in the amount of $5,670 for its pre-bankruptcy services. Jeffrey Ainsworth, Esq., at BransonLaw, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor's bankruptcy estate. BransonLaw can be reached through: Jeffrey S. Ainsworth, Esq. BransonLaw PLLC 1501 E. Concord Street Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 E-mail: jeff@bransonlaw.com About J.E.L. Site Development J.E.L. Site Development, Inc. -- http://www.jelsite.com/-- is a family-owned construction company in Winter Park, Fla. It also provides in-house digitized estimates, earthwork, demolition, fire protection, asphalt paving, clearing and grubbing, grading, building pads, base work, pond excavation, portable water systems, sanitary sewer systems, storm sewer systems, and silt fence installation and erosion control services. J.E.L. Site Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-05398) on Aug. 16, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities between $1 million and $10 million. The case is assigned to Judge Cynthia C. Jackson. BransonLaw PLLC is the Debtor's counsel. JANETTE COCKRUM: $35K Sale of Mountain Home Property Approved ------------------------------------------------------------- Judge Ben Barry of the U.S. Bankruptcy Court for the Western District of Arkansas authorized Janette Marie Cockrum's sale of the real property located at 407 S. College Street, #A, Mountain Home, Baxter County, Arkansas to Ryan Patterson and Chelsea Patterson for $35,000 pursuant to their Real Estate Contract. A hearing on the Motion was held on Sept. 11, 2019 at 9:00 a.m. The sale will be free and clear of all other liens and encumbrances. The Internal Revenue Service may claim an interest in the property pursuant to federal tax liens in the amount of $220,315 filed in Baxter County, Arkansas. Arkansas Department of Finance and Administration may claim an interest in the property pursuant to state tax liens in the amount of $354,582 filed in Baxter County, Arkansas. Arkansas Department of Workforce Services may claim an interest in the property pursuant to a lien in the amount of $8,637 filed in Baxter County, Arkansas. The Debtor disputes said liens. The Debtor proposes that the proceeds of the sale of the property after payment of real estate commissions, closing fees and costs be paid to first to Baxter County, Arkansas as its interest may appear. The remaining proceeds of the sale will be held by the counsel for the Movant in its Client Trust Account, pending further order of the Court. Janette Marie Cockrum sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 18-73275) on Dec. 11, 2018. The Debtor tapped David G. Nixon, Esq., at Nixon Law Firm, as counsel. KANDY LIMITED: Seeks to Hire Waterfall Economidis as Counsel ------------------------------------------------------------ The Kandy Limited Partnership, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Waterfall Economidis Caldwell Hanshaw & Villamana, P.C., as counsel to the Debtor. Breault Research requires Waterfall Economidis to: a. advise the Debtor, as the debtor in possession, regarding its rights and responsibilities in operating its business and managing its property; b. prepare, on behalf of Debtor, necessary applications, answers, orders, reports, and other legal papers; c. apply for a cash collateral order, if necessary; d. prepare and file a Disclosure Statement and Plan of Reorganization; and e. perform all other legal services for the Debtor that may be necessary in the Bankruptcy Case and related proceedings. Waterfall Economidis will be paid at these hourly rates: Attorneys $275 to $300 Paralegals $150 Prior to the Petition Date, the Debtor paid Waterfall Economidis a pre-bankruptcy retainer of $9,900. On the Petition Date, Waterfall Economidis applied $3,172 from its trust account to pay all fees and cost owed to it in full. Waterfall Economidis continues to hold $6,728 in trust for the benefit of the Debtor. Waterfall Economidis will also be reimbursed for reasonable out-of-pocket expenses incurred. Kasey C. Nye, a partner at Waterfall Economidis, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Waterfall Economidis can be reached at: Kasey C. Nye, Esq. Cindy K. Schmidt, Esq. WATERFALL ECONOMIDIS CALDWELL HANSHAW & VILLAMANA, P.C. 5210 E. Williams Circle Tucson, AZ 85711 Telephone: (520) 790-5828 Facsimile: (520) 745-1279 E-mail: knye@waterfallattorneys.com cschmidt@waterfallattorneys.com About The Kandy Limited Partnership The Kandy Limited Partnership is primarily engaged in renting and leasing real estate properties. The Company is the fee simple owner of a property located at 15024 Yenne Point, Bigfork MT 59911, valued at $1.8 million. The Kandy Limited Partnership, based in Paradise Valley, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 19-06712) on May 30, 2019. The petition was signed by Andrew J. Kacic, trustee of Andrew J. Kacic Revocable Trust, general partner. In its petition, the Debtor disclosed $2,552,681 in assets and $1,541,313 in liabilities. The Hon. Paul Sala presides over the case. Kasey C. Nye, Esq., at Waterfall Economidis Caldwell Hanshaw & Villamana, P.C., serves as bankruptcy counsel to the Debtor. KINGATE EURO: U.S. Recognition Hearing Scheduled for Oct. 3 ----------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Oct. 3, 2019, at 10:00 a.m., to consider the request of liquidators of Kingate Global Fund, Ltd., and Kingate Euro Fund, Ltd., for recognition of the proceedings in the British Virgin Islands as foreign main proceedings. Paul Pretlove and Tammy Fu on Sept. 5, 2019, filed Chapter 15 bankruptcy petitions for Kingate Euro Fund, Ltd., and Kingate Global Fund, Ltd. (Bankr. S.D.N.Y. Case Nos. 19-12852 and 19-12853) to protect a recent settlement with Irving Picard, the trustee for the bankruptcy estate of Bernard L. Madoff Investment Securities LLC ("BLMIS") and to ensure an orderly liquidation of the Kingate Funds' assets A U.S. recognition of the BVI liquidation would stay Deutsche Bank and other creditors from pursuing litigation and collection efforts in the U.S. Kingate Funds The Kingate Funds were open-ended investment funds organized under the laws of the BVI, which held managed accounts with Bernard L. Madoff Investment Securities LLC ("BLMIS"), the company established and operated by Bernard L. Madoff. Until mid-December 2008 when Madoff was arrested, the Kingate Funds raised money through subscriptions for their shares, which they invested by paying their surplus cash into an account managed by BLMIS on their behalf. Each of Kingate Global and Kingate Euro supposedly reaped profits on the investments purportedly made by BLMIS, which their shareholders could realize by redeeming their shares at a price proportionate to the net asset values of the Kingate Funds from time to time. Originally, Kingate Global was managed under "Co-Manager" agreements by Tremont (Bermuda) Limited and Kingate Management Limited ("KML") in Bermuda. In 2006, Kingate Global terminated the co-manager agreement with Tremont, leaving KML as its sole manager. In May 2000, Kingate Euro entered into a management agreement with KML. Kingate Funds' Collapse As of December 2008, almost all of the assets of the Kingate Funds were invested with BLMIS. As a result, the arrest of Madoff and the subsequent bankruptcy of BLMIS forced the Kingate Funds into liquidation in the BVI. The Kingate Funds were placed into provisional liquidation on May 8, 2009 and were ultimately wound up by orders of the BVI Court dated June 4, 2009. By the Winding Up Orders, the BVI Court appointed William R. Tacon and Richard F. Fogerty as joint liquidators of the Kingate Funds (together, with their successors, the "Joint Liquidators"). Since that time, the liquidation of the Kingate Funds has been administered in the BVI by the Joint Liquidators under the supervision of the BVI Court. Shortly after their appointment, the Joint Liquidators sought and obtained authorization from the BVI Court to commence additional ancillary liquidation proceedings for the Kingate Funds in Bermuda, to aid and assist the principal liquidation proceeding in BVI (the "Bermuda Proceedings"). The Bermuda Orders, dated Sept. 4, 2009 and issued by the Bermuda Court (i) ordered that theKingate Funds be wound up in accordance with the procedures of the Bermuda Companies Act 1981, and (ii) appointed Mr. Tacon, Mr. Fogerty, and John McKenna as joint provisional liquidators in the Bermuda Proceedings. By orders dated Oct. 5, 2009, Mr. Tacon, Mr. Fogerty, and John McKenna were appointed as joint liquidators in the Bermuda Proceedings. Notwithstanding the opening of the ancillary Bermuda Proceedings, the liquidation of the Kingate Funds has been centered in BVI since at least June 2009. On Oct. 4, 2010, the Joint Liquidators sought recognition of the BVI Proceedings as foreign main proceedings from the English Court pursuant to article 15 of the UNCITRAL Model Law on Cross-Border Insolvency Regulations 2006. The English Court entered orders on Dec. 9, 2010 granting recognition of the BVI Proceedings as foreign main proceedings as of Dec. 2, 2010. Clawback Proceedings and Madoff Settlement On April 17, 2009, the Madoff Trustee filed a complaint commencing proceedings against the Kingate Funds under various sections of the Bankruptcy Code and the New York debtor and creditor law, asserting claims to avoid and claw back $398,797,047 from Kingate Global and $527,554,858 from Kingate Euro (the "Clawback Proceeding"). The Madoff Trustee also sought to equitably subordinate the claims (the "Customer Claims") filed by the Kingate Funds in the liquidation of the BLMIS estate for their approximately $800 million net loss (i.e., the amount they had invested with BLMIS and never received back). After years of litigation, the Joint Liquidators achieved settlement of the Clawback Proceeding in June 2019. The settlement followed a mediation in New York which took place over several days and which was followed by several weeks of extensive negotiations. The terms of the Madoff Settlement are set out in a settlement agreement dated June 26, 2019. The Settlement Agreement is subject to a number of conditions precedent before it becomes final and binding. One condition is that the Madoff Trustee obtains approval of the Settlement Agreement from this Court, which is presiding over the SIPA Proceeding. The U.S. Court entered an order approving the Settlement Agreement on August 6, 2019. The Settlement is also conditional upon the Joint Liquidators obtaining sanction from both the BVI and Bermuda Courts to enter into the Settlement Agreement. The Joint Liquidators have filed applications to both the BVI and Bermuda Courts for sanction, and are now awaiting hearings. Under the Settlement Agreement, Kingate Global will receive an allowed claim in the BLMIS proceeding in the amounts of $950,401,414 and Kingate Euro will receive an allowed claim in the BLMIS proceeding in the amount of $709,346,680. After providing for the offset of the "Catch-up Payment" due to the Madoff Trustee on the avoidance claims, Kingate Global will receivea remainder payment of $262,315,130.70 from the BLMIS estate on the Closing Date (as defined in the Settlement Agreement). Both Kingate Global and Kingate Euro will be entitled to participate in collecting future distributions from the Madoff Trustee. Future distribution amounts are uncertain, of course, but could, based on current market projections, be in the range of an additional $79,500,000 to Kingate Global and $59,350,000 to Kingate Euro. Litigation With Deutsche Bank News of the Madoff Settlement has prompted certain purported creditors of the Kingate Funds to assert entitlement to funds received by the Kingate Funds on account of their soon-to-be allowed Customer Claims. In particular, Deutsche Bank ("DB"), with whom the Joint Liquidators engaged in negotiations to sell their claimsback in July 2011, has indicated that it intends to seek to enforce an abandoned short form trade confirmation which the Joint Liquidators signed on Aug. 24, 2011 (the "Trade Confirmation"). As set forth in the Trade Confirmation, the sale transaction was subject to the execution of a Purchase and Sale Agreement ("PSA"). However, no PSA was ever signed because DB refused to discuss the final drafting points required to complete the PSA and the deal foundered in late 2011. In December 2011, the Joint Liquidators, with the sanction of the BVI Court, commenced an action in the Southern District of New York to try to enforce DB's commitment to purchase the Kingate Funds' Customer Claims. In answering the complaint, DB asserted that (among other things) the Trade Confirmation was a preliminary agreement without all material terms, and that DB had satisfied the obligation of good faith by negotiating for several months during 2011. DB sought a declaration that it had no continuing obligations under the Trade Confirmation, as the underlying deal between the Joint Liquidators and the Madoff Trustee was not acceptable to DB. DB's Answer and Counterclaim concluded with the following affirmative defenses (among others): * The Confirmation Letter, standing alone, is not a binding agreement obligating DBSI to purchase the claims referenced therein. * DBSI had met all of its obligations, if any, that existed under the Confirmation Letter. * There was no meeting of the minds as to the nature of the claim to be conveyed by the Funds. Further negotiations ensued, but proved unfruitful, and the lawsuit was dismissed, without prejudice, by a stipulation of dismissal entered on Jan. 2, 2014. The Joint Liquidators have had limited contact with DB during the ensuing six years. After learning of the Kingate Funds' mediation efforts, DB's attorneys sent a letter to the Joint Liquidators in May 2019 asserting that the Trade Confirmation remained binding on the Kingate Funds and that DB was "ready and willing to provide support to Kingate in the mediation or otherwise in an effort to facilitate the resolution of the dispute between BLMIS and Kingate, and in turn permit the transactions contemplated by the Trade Confirm to be consummated." The Joint Liquidators responded in a letter dated May 16, 2019, stating that the Trade Confirmation was not binding and observing that, at that point, almost eight years had elapsed without DB making any payment or finalizing therequireddocumentation. The Debtors' Need for Recognition Despite DB's repudiation of the earlier proposed transaction, and the passage of many years' time, the Joint Liquidators understand that DB may now attempt to resurrect the Trade Confirmation, based on the increase in value of the Kingate Funds' Customer Claims. The Joint Liquidators are concerned that DB may initiate litigation against the Kingate Funds in the United States, in an effort to misappropriate value that should be distributed to stakeholders in the Kingate Funds' liquidations. In order to protect the interests of stakeholders of the Kingate Fundsfrom purported creditors like DB seeking entitlement to the Kingate Funds' now-significant U.S. assets, the Joint Liquidators seek recognition of the BVI Proceedings and protection under Chapter 15. The Chapter 15 petitions were signed by Paul Pretlove and Tammy Fu. Mr. Pretlove and Ms. Fu are managing directors of Kalo (BVI) Limited and Kalo (Cayman) Limited respectively. Prior to renaming the companies as Kalo in 2017, they were previously known and operating as AlixPartners' BVI and Cayman offices and, before that, as Zolfo Cooper's BVI and Cayman offices. Debtors' counsel in the U.S. cases: Robert S. Loigman, Esq. Scott C. Shelley Lindsay M. Webe QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Ave, 22nd Flr New York, NY 10010 Tel: 212-849-7444 E-mail: robertloigman@quinnemanuel.com The U.S. cases were originally assigned to Judge Martin Glenn but were reassigned to Judge Stuart M. Bernstein. LAMBERT'S CONSTRUCTION: Hires Lively & Associates as Accountant --------------------------------------------------------------- Lambert's Construction Company of Bluefield seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Lively & Associates as accountant to the Debtor. Lambert's Construction requires Lively & Associates to: a. assist in the preparation of applicable tax returns; b. assist with financial projections; and c. assist in the preparation of required income statements and balance sheets. Lively & Associates will be paid at the hourly rate of $145. Lively & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Worley, partner of Lively & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lively & Associates can be reached at: Kevin Worley LIVELY & ASSOCIATES 1460 E Main St. Princeton, WV 24740 Tel: (304) 425-8771 About Lambert's Construction Lambert's Construction Company of Bluefield, Inc. -- http://www.lambertscontracting.com/-- is a general contractor in Bluefield, West Virginia. Its services include masonry, paving, demolition and excavation, landscaping, and electrical work. It has been serving the Mercer, Bland, and Giles counties since 2008. Lambert's Construction Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-10086) on July 9, 2019. At the time of the filing, the Debtor was estimated to have assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The case is assigned to Judge Frank W. Volk. The Debtor is represented by Caldwell & Riffee. LBJ HEALTHCARE: PCO Files 18th Interim Report --------------------------------------------- Tamar Terzian, as successor Patient Care Ombudsman for LBJ Healthcare Partners, Inc., filed a report for the period of May 1, 2019 through July 31, 2019. LBJ Healthcare Partners, Inc. (LBJ)(Debtor), owns the Adult Residential Facility called Villa Luren since 2008. The facility is large in the design of a u-shaped structure with additional buildings on site, one housing an activity room and a 2nd story sleeping area for the night staff. There are 40 resident room housing 2 clients to a room, allowing a capacity of 80 residents. The primary diagnosis of the residents is psychiatric, such as Bi-Polar or Schizophrenia, male and female. The primary source of income is from residents SSI/Disability. PCO OBSERVATIONS: 1. There are currently no vacancies at the facility. There have been no issues. Because the Debtor is located in a residential area, the Debtor takes into consideration the neighbors and has certain house rules for the patients to remain at the facility. 2. No changes as to the physicians that regularly evaluate the residents and all medical records are complete and comply with California Department of Social Services, Community Care Licensing Division. 3. The facility remains clean and well-tended with regularly having two staff members clean the facility. But, the building overall needs significant repair and improvement. 4. Medical physicians come each month as does the Psychiatrist. The Psychologist visits weekly. Podiatry visits every 3 months, unless called, as does all the mentioned professionals. 5. Optometry and Dental services are off campus. Some residents/clients require nursing services for such things as Blood Pressure and/or Glucose checking and this is provided to those requiring such, even having nurses come twice/day for some clients. 6. The Department of Mental Health visits the facility each week for the primarily concerns like the following: A. medical compliance B. behavioral concerns C. any incidents related to the patient; and D. any need for hospitalization. 7. The Debtor has no vacancies for any new patients and has no issues to report regarding the current patients. The maintenance issues of the facilities have been completed in terms of replacing the roof. The Debtor now intends to slowly paint the interior of the facility. The PCO finds that all care provided to the patients by LBJ Healthcare Partners, Inc. at the Villa Luren Resident Home is within the standard of care. The PCO will continue to monitor and is available to respond to any concerns or questions of the Court or interested party. A full-text copy of the PCO's Report is available at https://tinyurl.com/y2f8v9me from PacerMonitor.com at no charge. The PCO can be reached at: Tamar Terzian, Esq. Terzian Law Group, A Professional Corporation 1122 E. Green Street Pasadena, CA 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tamar@terzlaw.com About LBJ Healthcare Partners Headquartered in Whittier, Calif., LBJ Healthcare Partners Inc., formerly doing business as Bayshore Villa Healthcare Partners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-15197) on April 21, 2016, disclosing $49,370 in assets and $1.27 million in liabilities. The petition was signed by Brian Buenviaje, president and CEO. Judge Vincent P. Zurzolo presides over the case. Robert M. Aronson, Esq., at the Law Office of Robert M. Aronson, serves as the Debtor's bankruptcy counsel. Constance Doyle was appointed patient care ombudsman for the Debtor. Subsequently, Tamar Terzian was appointed as the PCO on February 21, 2018. LE JARDIN HOUSE: $875K Sale of Bay Harbor Condo Unit 402 Approved ----------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized Le Jardin House, LLC's sale of interests in the real property located at 1150 102nd Street, Bay Harbor Island, Florida, Units 402, to Le Jardin Investments I, LLC and/or assigns for $875,000. A hearing on the Motion was held on Aug. 20, 2019 at 11:30 a.m. The sale is free and clear of all liens, claims, encumbrances and interests. The Debtor is authorized to record and file the declaration of condominium and all other documents required for the formation of a condominium in Florida for the Building free and clear of all encumbrances, except that of the First Mortgage and the Second Mortgage, as modified by the Order. Notwithstanding the foregoing: (a) an executed Special Warranty Deed with respect to the Subject Unit; (b) a bill of sale; (c) a closing statement; (d) a closing affidavit, and (e) a copy of the Final Sale Order, will be the only documents the Debtor is required to deliver to the 402 Buyer to convey clean and marketable title. At closing, the Debtor is authorized to and will pay, without further order of the Court: (a) all amounts necessary to satisfy all ad valorem real property tax liens on the Subject Unit, if any; (b) the estate's prorated portion of 2019 ad valorem real property taxes on the Subject Unit, if any; (c) $95% of the net proceeds from closing to Titan in partial satisfaction of the First Mortgage; (d) $1,706.25 to DevStar in settlement of the DevStar Claim; (d) all reasonable and customary closing expenses including all fees claimed due to any buyer's cooperating broker; (e) all reasonable and customary closing expenses including all fees and attorneys' fees due to any closing agent or other professional assisting in the Debtor in the closing as provided in ECF # 37; (f) all applicable transfer stamps and other local, municipal, county, state or federal fees; and (g) any other items that the Debtor determines, in the sound exercise of his business judgment, are usual and customary closing expenses necessary to effectuate the sale and transfer of the Subject Unit to the 402 Buyer free and clear of all liens, claims, encumbrances and interests. At closing, Titan is directed to execute all reasonably requested documents necessary to release its liens on the Subject Unit. At closing, DevStar is directed to execute all documents necessary to release its liens on the Subject Unit. The Debtor is further authorized, if it so chooses, to permit the closing agent to make the above authorized disbursements at closing and remit the net proceeds to the estate, with such receipts and disbursements to be recorded in the estate's accounting records as if the estate received the entirety of the sale proceeds and subsequently disbursed same and the Debtor will file a HUD Settlement Statement from closing with the requisite monthly operating report and account for all disbursements made at Closing. The Debtor will send the final HUD Settlement Statement to Titan for approval prior to Closing. If a dispute arises with respect to any spect of the HUD Settlement Statement, Titan and the Debtor will endeavor to resolve such issues amicably and if unable to do so may seek intervention by the Court. The provisions of Bankruptcy Rule 6004(h) will not apply to stay consummation of the sale of the estate's right, title and interest in the Property. The Final Sale Order will be effective and enforceable immediately upon entry. About Le Jardin House Le Jardin House, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Le Jardin is the fee simple owner of a property located at 1150 102nd St., Bay Harbor Island, Fla., valued by the company at $26.21 million. Le Jardin House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19182) on July 11, 2019. At the time of the filing, the Debtor disclosed $27,490,523 in assets and $7,167,406 in liabilities. The case is assigned to Judge Robert A. Mark. Edelboim Lieberman Revah Oshinsky PLLC is the Debtor's bankruptcy counsel. LE JARDIN HOUSE: $940K Sale of Bay Harbor Condo Unit 302 Approved ----------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida authorized Le Jardin House, LLC's sale of the real property located at 1150 102nd Street, Bay Harbor Island, Florida, Unit 302, to Le Jardin Investments I, LLC for 940,000. A hearing on the Motion was held on Aug. 20, 2019 at 11:30 a.m. The sale is free and clear of all liens, claims, encumbrances and interests. The Debtor is authorized to file and record the Condominium Documents free and clear of all liens, claims, encumbrances and interests. Notwithstanding the foregoing: (a) an executed Special Warranty Deed with respect to the Subject Unit; (b) a bill of sale; (c) a closing statement; (d) a closing affidavit, and (e) a copy of the Final Sale Order, will be the only documents the Debtor is required to deliver to the 302 Buyer to convey clean and marketable title. At closing, the Debtor is authorized to and will pay, without further order of the Court: (a) all amounts necessary to satisfy all ad valorem real property tax liens on the Subject Unit, if any; (b) the estate's prorated portion of 2019 ad valorem real property taxes on the Subject Unit, if any; (c) $95% of the net proceeds from closing to Titan in partial satisfaction of the First Mortgage; (d) $1,833.00 to DevStar Realty, LLC in settlement of the DevStar Claim; (d) all reasonable and customary closing expenses including all fees claimed due to any buyer's cooperating broker; (e) all reasonable and customary closing expenses including all fees and attorneys' fees due to any closing agent or other professional assisting in the Debtor in the closing; (f) all applicable transfer stamps and other local, municipal, county, state or federal fees; and (g) any other items that the Debtor determines, in the sound exercise of his business judgment, are usual and customary closing expenses necessary to effectuate the sale and transfer of the Subject Unit to the 301 Buyer free and clear of all liens, claims, encumbrances and interests. At closing, Titan Capital ID, LLC is directed to execute all reasonably requested documents necessary to release its liens on the Subject Unit. At closing, DevStar is directed to execute all documents necessary to release its liens on the Subject Unit. The Debtor is further authorized, if it so chooses, to permit the closing agent to make the above authorized disbursements at closing and remit the net proceeds to the estate, with such receipts and disbursements to be recorded in the estate's accounting records as if the estate received the entirety of the sale proceeds and subsequently disbursed same and the Debtor will file a HUD Settlement Statement from closing with the requisite monthly operating report and account for all disbursements made at Closing. The Debtor will send the final HUD Settlement Statement to Titan for approval prior to Closing. If a dispute arises with respect to any aspect of the HUD Settlement Statement, Titan and the Debtor will endeavor to resolve such issues amicably and if unable to do so may seek intervention by the Court. The provisions of Bankruptcy Rule 6004(h) will not apply to stay consummation of the sale of the estate's right, title and interest in the Property. The Final Sale Order will be effective and enforceable immediately upon entry. About Le Jardin House Le Jardin House, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Le Jardin is the fee simple owner of a property located at 1150 102nd St., Bay Harbor Island, Fla., valued by the company at $26.21 million. Le Jardin House sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-19182) on July 11, 2019. At the time of the filing, the Debtor disclosed $27,490,523 in assets and $7,167,406 in liabilities. The case is assigned to Judge Robert A. Mark. Edelboim Lieberman Revah Oshinsky PLLC is the Debtor's bankruptcy counsel. LIT'L PATCH OF HEAVEN: U.S. Trustee Appoints J. Bell as PCO ----------------------------------------------------------- Pursuant to an order dated August 16, 2019, the U.S. Trustee appointed Jeremy M. Bell as Patient Care Ombudsman for Lit'l Patch of Heaven Inc. The Patient Care Ombudsman will (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) not later than 60 days after the date of this appointment, and not less frequently than at 60- day intervals. The PCO can be reached at: Jeremy M. Bell, MBA, MDR Certified Long-Term Care Ombudsman Program Manager Colorado State Long-Term Care Ombudsman Program c/o Disability Law Colorado 455 Sherman Street, Suite 130 Denver, CO 80203 Tel: (303) 722-0300 Email: jbell@disabilitylawco.org 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. LONGVIEW POWER: S&P Lowers Sr. Secured Term Loan B Rating to 'CCC' ------------------------------------------------------------------ S&P Global Ratings lowered its rating on U.S. merchant power project Longview Power LLC's senior secured term loan B facility to 'CCC' from 'CCC+' and revised the recovery rating to '4' from '3'. The '4' recovery rating indicates expected recovery in case of default of 30%-50% range (rounded estimate: 30%). Longview is a project-financed entity operating a 700 MW coal-fired plant. It began operating in December 2011 and is the most efficient coal plant by heat rate in PJM with advanced supercritical pulverized-coal boiler technology and a heat rate of 8,800 (for the first half of 2019). The project is based in West Virginia and sells into the PJM Interconnection. S&P said, "The negative outlook reflects our view that the project is vulnerable and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments over the next six to 12 months. We view the issuer's capital structure to be unsustainable in the long term. We expect that the project will have difficulty repaying its outstanding revolver balance when it comes due April 2020, at which time it is likely to face a default." "We would lower the rating if we believe that the issuer is likely to default over the next six months without an unforeseen positive development. Absent such an improvement in Longview's circumstances, we would expect to lower the rating to 'CCC-' in October 2019, when its revolver becomes due within six months." "While unlikely at this time, we could revise the outlook to stable if Longview's financial performance improved such that it was unlikely to face a nonpayment within the next 12 months. The most likely avenue for such a change would be if Longview refinances or extends its revolver. Otherwise, since capacity prices are fixed through 2021, financial improvement would require a significant increase in power prices--which we think is unlikely at this time." LOOT CRATE: Seeks to Hire Bryan Cave as Legal Counsel ----------------------------------------------------- Loot Crate, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Bryan Cave Leighton Paisner LLP as its legal counsel. The firm will provide services in connection with the Chapter 11 cases filed by Loot Crate and its affiliates, which include legal advice regarding their powers and duties under the Bankruptcy Code, the preparation of a bankruptcy plan, and assistance with respect to the sale of their assets. The principal attorneys designated to represent the Debtors and their hourly rates are: Mark Duedall Partner $825 David Unseth Partner $590 Hal Burroughs Partner $625 Andrew Schoulder Partner $745 Leah Fiorenza McNeill Associate $580 Jasdeep Antwal Associate $455 Kahled Tarazi Associate $400 Stefani Thomas Associate $655 Deborah Field Paralegal $330 Bryan Cave received a $100,000 retainer prior to the Debtors' bankruptcy filing. The firm does not hold any interest adverse to the Debtors' bankruptcy estate, according to court filings. Bryan Cave can be reached through: Mark I. Duedall, Esq. Bryan Cave Leighton Paisner LLP One Atlantic Center – Fourteenth Floor 1201 W. Peachtree Street NW Atlanta, GA 30309-3471 Telephone: (404) 572-6600 Facsimile: (404) 572-6999 E-mail: mark.duedall@bclplaw.com About Loot Crate Founded in 2012, Loot Crate, Inc., is a worldwide leader in fan subscription boxes. It partners with industry leaders in entertainment, gaming, sports and pop culture to deliver monthly themed crates; produces interactive experiences and digital content; and films original video productions. Since 2012, the company has delivered more than 32 million crates to fans in 35 territories across the globe. Loot Crate and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate was estimated to have less than $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The companies tapped Bryan Cave Leighton Paisner LLP as lead counsel; Robinson & Cole LLP as Delaware and conflicts counsel; FocalPoint Securities, LLC, as investment banker; Portage Point Partners as financial advisor; and Mark Palmer of Theseus Strategy Group as chief transformation officer. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent and maintains the site https://case.stretto.com/lootcrate. MARGARET MIKE: Seeks to Dispense With Patient Care Ombudsman ------------------------------------------------------------ Margaret Mike MD, PLLC, asks the Bankruptcy Court to dispense with the appointment of a patient care ombudsman, or, in the alternative, to determine that the Debtor is not a Heath Care Business. The Debtor's business consisted of providing home health care assistance for customers. The Debtor might be considered a Health Care Business as defined under 11 U.S.C. Section 101(27). Pursuant to Section 101(27)(A), a Health Care Business is defined if it is primarily engaged in offering to the general public facilities and services for the diagnosis or treatment of injury, deformity or disease. The Debtor is not primarily engaged in offering these types of services; the Debtor does provide services which consist of treatment. The Debtor's bankruptcy was not caused by patient care issues. Therefore, pursuant to Bankruptcy Rule 2007.2, the Debtor would request this matter be set down for hearing and that upon hearing, this Court enter an Order that no Ombudsmen need be appointed, and for such other and further relief as the Debtor may show itself justly entitled. Margaret Mike MD, PLLC, filed a Chapter 11 Petition (Bankr. E.D. Tex. Case No. 19-42428) on September 4, 2019, and is represented by Eric A. Liepins, Esq. MBIA INC: Egan-Jones Lowers Senior Unsecured Ratings to B --------------------------------------------------------- Egan-Jones Ratings Company, on September 13, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by MBIA Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. MBIA Inc., headquartered in Purchase, New York is a holding company whose subsidiaries provide financial guarantee insurance and other specialized financial services. MEDICAL DEPOT: S&P Cuts ICR to CCC on Persistent Cash Flow Deficits ------------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Port Washington, N.Y.-based Medical Depot Holdings Inc. to 'CCC' from 'B-'. S&P said, "We are also lowering our issue-level rating on the company's revolver and first-lien term loan to 'CCC' from 'B-', and the issue-level rating on the second-lien debt to 'CC' from 'CCC'." "The downgrade reflects Medical Depot's very high leverage, negative cash flow, and liquidity that we view as insufficient to last another 12 months. There is an elevated risk of a distressed exchange or other restructuring over that period, as we expect the company cannot meet its ongoing interest and debt amortization obligations for another 12 months." "The negative outlook reflects our base case for continued cash flow deficits, leading to a liquidity crisis within 12 months." "We could lower the rating if Medical Depot's cash burn accelerates, leading us to believe it cannot meet its financial obligation in the very near term. We could also lower the rating if it announces a transaction that we view as a distressed exchange or payment default." "An upgrade is unlikely in the next 12 months. We could consider a higher rating if we see signs of material operational improvement, leading to minimal cash flow deficits. In this scenario, we would expect liquidity to improve, giving the company more time to pursue operational improvements that could make the capital structure sustainable longer-term." MEDICAL SOLUTIONS: Moody's Confirms B2 CFR & Alters Outlook to Neg. ------------------------------------------------------------------- Moody's Investors Service confirmed Medical Solutions Holdings, Inc.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1 first lien senior secured rating and Caa1 second lien senior secured rating. At the same time, Moody's changed the outlook to negative. This rating action concludes the review for downgrade initiated on August 19, 2019, following Medical Solutions' announcement that it would acquire Omaha, Nebraska-based C&A Industries, Inc (unrated). The confirmation of the B2 CFR reflects the increased scale and business diversity of Medical Solutions following the combination with C&A Industries. Moody's believes that the added scale and ability to offer allied health services will help Medical Solutions capture new business opportunities and improve its competitive position. Partially offsetting the positives, the acquisition will meaningfully increase leverage and expose Medical Solutions to risks associated with a significant integration. Moody's estimates that pro forma debt/EBITDA will be around 7.3 times after consideration of certain high probability synergies, up from approximately 6.0 times at the end of FY 2018 (excluding pro forma run rate contributions from the 2018 acquisition of PPR Holding Corporation). Moody's expects that Medical Solutions will reduce leverage to the low 6.0x range within 12-18 months after the close of the acquisition. The negative outlook reflects the very high initial leverage and the risk that disruption from the integration, or failure to achieve planned synergies, will delay deleveraging. The acquisition will be financed with incremental borrowings from a $270 million senior secured first lien term loan and a $100 million second lien term loan. Proceeds from incremental term loan borrowings will be used to purchase C&A Industries and to pay transaction fees and expenses. Ratings confirmed: Medical Solutions Holdings, Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD First lien senior secured revolving credit facility expiring 2022 at B1 (LGD3) First lien senior secured term loan due 2024 at B1 (LGD3) Second lien senior secured term loan due 2025 at Caa1 (LGD5) Outlook action: The rating outlook is changed to negative from rating under review. RATINGS RATIONALE The B2 CFR reflects Medical Solutions' high financial leverage and execution risk associated with a large-scale acquisition. Further, Medical Solutions is exposed to fluctuation in demand for the company's travel nurse staffing services. Hospitals often reduce usage of temporary labor first in times of economic weakness. Medical Solutions' financial policies are expected to remain aggressive reflecting its ownership by a private-equity investor. The B2 CFR is supported by Moody's expectation that, despite some potential volatility, longer-term demand for Medical Solutions' services will remain high. This is due to the aging demographics of the US population and the growing desire of hospitals to outsource the administration of their temporary staffing activities. The rating is also supported by the supply imbalance of nurses, particularly those with skills in certain specialties. The ratings could be downgraded if the company faces challenges in integrating the acquisition or fails to achieve expected synergies. Weakening operating performance due to poor execution or reduced demand could also pressure the rating. At any point in time, if Moody's believes that the company will not be able to reduce its debt to EBITDA towards 6.0 times within the next 12-18 months, the rating could be downgraded. An upgrade in the near-term is unlikely. However, effective integration of C&A and realization of cost savings, as well as competitive benefits related to the improved scale and diversity could support upward rating pressure. Specifically, the ratings could be upgraded if the company reduces its debt to EBITDA below 4.5 times. Medical Solutions is a leading provider of contingent clinical labor solutions to hospitals across the US. The company places contracted nurses on assignment at hospitals, and in some cases, administers the entire short-term staffing needs (nurses and other specialists) of its clients. Medical Solutions also provides nursing solutions during labor disputes. Revenue was $505 million for fiscal 2018. The company is owned by funds managed by TPG Growth. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MERRILL CORP: S&P Lowers ICR to 'B' on Dividend Recapitalization ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based virtual data room solutions provider Merrill Corp. to 'B' from 'B+' and assigned its 'B' issue-level and '3' recovery ratings to the company's proposed senior secured credit facility. Merrill is raising $400 million in debt to refinance its capital structure and pay a special dividend to its financial sponsors. The proposed capital structure consists of a $50 million senior secured revolver and a $400 million senior secured term loan. S&P said, "The downgrade primarily reflects elevated leverage from the proposed debt-funded dividend and our belief that this transaction is evidence of an aggressive financial policy by Merrill's financial sponsors, which we expect to continue longer term. Our rating continues to reflect the company's small scale as a stand-alone virtual data room (VDR) provider and its exposure to volatility in capital markets activity. These factors are somewhat offset by its premium VDR offering and track record of strong revenue growth, which we expect to continue with its DataSite One product suite." "The stable outlook reflects our expectation for leverage to decline to the mid-4x area in fiscal 2021 from the 5x area in fiscal 2020. We expect revenue growth in the mid-teens-percentage area, stable to improving EBITDA margins in the 30% area, and good cash flow conversion. The stable outlook also reflects our view that further debt-financed shareholder returns are likely longer term, despite near-term leverage improvement." "We could lower the rating if we expect leverage to rise above 7x or FOCF to debt to fall below 5% on a sustained basis. Under this scenario, we would envision flat to declining revenues due to capital markets volatility and pricing competition from rivals, rising operating costs, or poor cash flow management. We could also lower the rating if the company pursues additional debt-financed shareholder returns such that credit metrics worsen to these levels." "Although unlikely, we could raise the rating if the company lowers and maintains leverage well-below 5x and we believe the company's sponsors will not pursue additional leveraging transactions. This scenario would also likely include continued strong revenue growth through gaining market share and increased client use cases of VDR technology, strong cost management and cash flow conversion, and substantial voluntary debt prepayments." MESKO RESTAURANT: Hires Force 10 Partners as Sales Consultant ------------------------------------------------------------- Mesko Restaurant Group II, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Force 10 Partners LLC, as sales consultant to the Debtor. Mesko Restaurant requires Force 10 Partners to conduct the Overbid Process by engaging with third parties interested in acquiring the business and assets of the Debtors ("Overbidders") pursuant to the Overbid Process. Specifically, Force 10 will (i) prepare an information memorandum for distribution to prospective interested parties; (ii) develop a list of potentially interested parties; (iii) distribute the information memorandum to such parties; setup a data room; (iv) respond to due diligence inquiries; and (v) help qualify Overbidders and assist in conducting the auction. Force 10 Partners will be paid a commission of 5% of the gross proceeds. Adam Meislik, a principal at Force 10 Partners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Force 10 Partners can be reached at: Adam Meislik FORCE 10 PARTNERS LLC 20341 SW Birch, Suite 220 Newport Beach, CA 92660 Tel: (949) 357-2360 About Mesko Restaurant Group II Mesko Restaurant Group, d/b/a Rock & Brews Buena Park, operates bar & grill restaurants offering a menu of pizza, burgers & pub grub, plus a diverse beer list. Mesko Restaurant Group II, Inc., based in Lake Forest, CA, and its affiliates sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-11830) on May 13, 2019. In the petition signed by CRO Joshua Teeple, Mesko Restaurant Group II was estimated to have $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The Hon. Catherine E. Bauer oversees the cases. Mesco tapped Marshack Hays LLP, the Law Offices of Langley & Chang, and Weiland Golden Goodrich LLP, as attorneys. MICHAEL D. COHEN: Unsecureds to Recoup 2.46% in Amended Plan ------------------------------------------------------------ Michael D. Cohen, M.D., P.A., filed an amended Chapter 11 plan and accompanying disclosure statement to disclose that each holder of an Allowed Class 5 Claim shall be paid its Pro Rata share of the Class 5 Pool, in the total amount of $125,000.00 by the P.A., in quarterly installments beginning on the second anniversary date of the Effective Date and continuing for the next seven (7) quarters or until such amount is fully paid. The Debtor projects that the total Allowed Class 5 Claims, including the deficiency claims of secured creditors that exceed the value of such creditors' collateral, will be approximately $5.1 million. This amount includes the M&T Bank Class 5 Claim in the amount of $2,000.000. The Debtor estimates that holders of Allowed Class 5 Claims will be paid a total of 2.46 % of such Allowed Claims. Michael and Shari Cohen are married individuals residing in Owings Mills, Maryland. Dr. Michael D. Cohen is the sole shareholder and President of Michael D. Cohen, M.D., P.A., with facilities at 1427 Clarkview Road, Suite 300, Baltimore, Maryland 21209 (the "Clarkview Road Facility"). Dr. Cohen is the founder of Belcara Health, is board certified by the American Board of Plastic Surgeons and an active member of the American Society of Plastic Surgeons. Dr. Cohen is a native of Maryland and a Board Certified plastic surgeon who completed his residency at Stanford Medical Center before returning to Maryland. As a member of the American Society for Aesthetic Plastic Surgery, Dr. Cohen is among a select group of board certified plastic surgeons who have attained the highest level of achievement in cosmetic surgical training, continuing education and clinical experience. In addition, Dr. Cohen is a member of the American Society of Plastic Surgeons and the American College of Surgeons. In May 2012, the Debtor was served with summons and complaint for an action filed in the Circuit Court for Baltimore County by a former non-physician employee, Dawn Richardson. Ms. Richardson claimed ownership and lost profits in a skin care business known as Skin, Inc. (the "Richardson Litigation"). Even though Skin, Inc. was liquidated under the supervision of the Circuit Court for Baltimore County in a receivership proceeding, in May 2016, after a jury trial, the Baltimore County Circuit Court entered a judgement against the Debtor, as well as against Dr. and Mrs. Cohen individually, in the amount of $1,275,000.00 based on claims of quantum meruit and unjust enrichment. The court denied a motion to strike the jury verdict and, on September 9, 2016, the Debtor filed an appeal from the judgment. On April 22, 2019, the Court of Special Appeals issued an opinion affirming the judgment. On June 5, 2019, the Debtor and Dr. and Mrs. Cohen filed a petition for certiorari with the Court of Appeals, asking that the lower court decisions be reviewed and reversed. The Court of Appeals has not yet ruled on the petition as of the date of this Disclosure Statement. The Debtor's secured debts are included in Class 2 of the Plan, with each separate secured creditor placed in a separate sub-class. They include M&T Bank, which is the Debtor's most significant Secured Creditor based on the amount of its Claim as well as the fact that it holds a blanket Lien on the personal property owned by the Debtor as well as the Affiliated Companies. As of the Petition Date and as reflected in the M&T Bank Proof of Claim filed in the Bankruptcy case on December 6, 2016 [Claim 10-1], the total amount due to M&T Bank was $2,422,304.14. The Debtors has also other secured claims to settle. The purpose of the Plan is to provide a means for the Debtor to reorganize its financial affairs and restructure its obligations to creditors with Allowed Claims, in a way that will allow the Debtor to continue its medical practice rather than to shut down. The Debtor believes the Plan is in the best interests of all Creditors and urges the Holders of Impaired Claims entitled to vote to accept the Plan and to evidence such acceptance by properly voting and timely returning their Ballots. A blacklined version of the Disclosure Statement dated September 17, 2019, is available at https://tinyurl.com/yy66cbna from PacerMonitor.com at no charge. Attorneys for Michael D. Cohen: Irving E. Walker, Esq. 300 East Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: (410) 230-0660 Email: iwalker@coleschotz.com About Michael D. Cohen Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic Surgery Center of Maryland, d/b/a Belcara Health, d/b/a Belcara, is a professional corporation engaged in the business of providing various physician services to its patients, including but not limited to services in the areas of plastic surgery, dermatology, and podiatry. Michael D. Cohen, M.D., is the sole shareholder of the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for the business administration of the Debtor's medical practice. Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug. 26, 2016. The Company filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12, 2016. The Debtor estimated assets in the range of $100,000 to $500,000 and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. The Company's and the Cohens' cases are jointly administered under Case No. 16-22231. The Company is represented by Irving Edward Walker, Esq., at Cole Schotz P.C. The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin, LLC. MIDCONTINENT EXPRESS: Moody's Withdraws Ba2 CFR on Debt Repayment ----------------------------------------------------------------- Moody's Investors Service withdrawn all of the ratings of Midcontinent Express Pipeline LLC including its Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating, in conjunction with the maturity and repayment of MEP's $450 million senior unsecured notes. Withdrawals: Issuer: Midcontinent Express Pipeline LLC Corporate Family Rating, Withdrawn, previously rated Ba2 Probability of Default Rating, Withdrawn, previously rated Ba2-PD Outlook Actions: Issuer: Midcontinent Express Pipeline LLC Outlook, Changed To Rating Withdrawn From Negative RATINGS RATIONALE Moody's has withdrawn all of MEP's ratings following the maturity and repayment of its $450 million senior unsecured notes due September 2019. Midcontinent Express Pipeline LLC is a 50/50 joint venture between subsidiaries of Kinder Morgan, Inc. and Energy Transfer Operating, L.P. The pipeline originates near Bennington, Oklahoma, cuts across northeast Texas, northern Louisiana, central Mississippi, and terminates at Transco Station 85 near Butler, Alabama. MOUNTAIN HOME: Seeks to Hire Patten Peterman as Legal Counsel ------------------------------------------------------------- Mountain Home-Montana Vacation Rentals LLC seeks approval from the U.S. Bankruptcy Court for the District of Montana to hire Patten, Peterman, Bekkedahl & Green PLLC as its legal counsel. The firm will advise the Debtor of its powers and duties under the Bankruptcy Code and will provide other legal services in connection with its Chapter 11 case. The hourly rates for the firm's attorneys range from $175 to $350. James Patten, Esq., and Molly Considine, Esq., the attorneys who will be handling the case, charge $350 per hour and $200 per hour, respectively. The rates for paralegals who will be assisting them range from $l10 to $160 per hour. Mr. Patten disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Patten Peterman can be reached through: James A. Patten, Esq. Patten, Peterman, Bekkedahl & Green PLLC The Frattt Bldg., Suite 300 2817 2nd Ave. N. Billings, MT 59101 Tel: (406) 252-8500 Fax: (406) 294-9500 Email: apatten@ppbglaw.com About Mountain Home-Montana Vacation Rentals Mountain Home - Montana Vacation Rentals LLC vacation home rental agency in Bozeman, Mont. It is the 100 percent owner of Mountain Home Montana Vacation Rentals Inc., which has a fair market value of $1.37 million. Mountain Home - Montana Vacation Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 19-60900) on Sept. 5, 2019. At the time of the filing, the Debtor disclosed $1,382,740 in assets and $1,829,435 in liabilities. Patten, Peterman, Bekkedahl & Green PLLC is the Debtor's legal counsel. MPLX LP: Fitch Rates $1B 6.50% Series A Preferred Stock 'BB+' ------------------------------------------------------------- Fitch Ratings assigned a 'BB+' rating to MPLX's existing $1 billion 6.50% convertible Series A and $600 million 6.875% Series B preferred stock. The 'BB+' rating for the preferred is two notches below the Long-Term Issuer Default Rating of 'BBB'. MPLX issued the Series A in 2016. The Series B preferreds were previously the ANDX Series A preferred stock, which were converted into MPLX Series B preferred units on July 30, 2019 in the MPLX/ANDX merger. The Series A and Series B preferred stock rank pari passu with respect to distributions and rights upon liquidation. The preferred units are junior to all of MPLX's existing and future indebtedness. KEY RATING DRIVERS Series A and B: Fitch assigns 50% equity credit to the preferred stock for calculating leverage ratios based on the structural features of the preferred stock as analyzed under Fitch's "Corporate Hybrids Treatment and Notching Criteria". The rating of the preferreds are notched down by two from the Long-Term IDR of MPLX, consistent with other issuers in the midstream sector. MPLX and ANDX Merged: On July 30, 2019, MPLX acquired ANDX in a unit for unit exchange. MPLX repaid the ANDX senior unsecured revolvers upon the closing. On Aug. 22, 2019, MPLX launched an offer to exchange the existing ANDX notes and Tesoro Logistics Finance Corp. (FinCo) notes for up to $3.25 billion of MLPX notes. ANDX has $500 million of notes due in October 2019 that are excluded from the exchange offer. Improving Credit Profile: With the acquisition of ANDX, MPLX became one of the larger midstream issuers in Fitch's rated universe. Size and scale in the midstream sector matter and enhance an issuer's access to capital markets. In addition, MPLX's distribution coverage will increase with the transaction. The combined entity will retain additional cash since ANDX had paid its unit holders $1.03 per unit per quarter versus nearly $0.67 at MPLX (most recent quarterly distribution). Fitch estimates that the reduced distributions will save approximately $350 million on an annual basis. MPLX is targeting distribution coverage of 1.4x at the end of 2019, which Fitch believes to be very achievable. Sponsor Relationship: MPLX receives significant benefits from its general partner and sponsor, Marathon Petroleum Corp. (MPC; BBB/Stable). MPC currently owns approximately 63% of the limited partnership units and the non-economic general partner. MPLX's rating reflects its stand-alone credit profile and lacks express linkage with its sponsor, MPC. However, the rating for MPLX considers the relationship with MPC as a favorable one. MPLX's ratings reflect its strategic and operating ties to MPC, its owner and sponsor. Fitch estimates that approximately 55% to 65% of MPLX's 2018 EBITDA was from MPC (pro forma for the merger). In addition, MPC provides MPLX with a $1.5 billion loan agreement. Fitch expects that MPC will continue to provide MPLX with significant liquidity. Diversity and Cash Flows: On a combined basis, MPLX has robust diversity. Fitch estimates that more than half of 2018 pro forma EBITDA was generated from logistics and storage and these cash flows are largely MVCs from MPC. Assets and services provided by MPLX are integral to MPC's operations. The remaining pro forma EBITDA is largely from gathering and processing assets, which are primarily located in the Marcellus region. Gathering and processing assets are also located in the Permian. The gathering and processing segment has some cash flow protection in the form of long-term fee-based agreements, but is in Fitch's view more exposed to volumetric and competitive risks. Future Growth Brings Uncertainty: MPLX is participating in a number of large scale projects. Overall spending for each project and MPLX's stake are not yet clear leaving uncertainty about MPLX's capital commitments for the numerous projects. Additionally, MPC has a stake in the Gray Oak pipeline, which is a potential large dropdown for MPLX. The Gray Oak pipeline is expected to be in service by the end of 2019. Fitch expects that MPLX will remain committed to keeping leverage in check with these large growth opportunities. DERIVATION SUMMARY MPLX continues to grow in size and scale. With the acquisition of ANDX, MPLX has become a large-scale midstream company with significantly diverse assets and geography. It is also one of Fitch's larger MLPs in its coverage from an EBITDA and total asset value perspective. Its rating of 'BBB' is the same as much larger Kinder Morgan Inc. (KMI). They are both larger diversified midstream issuers, although KMI's size and scale is much greater than MPLX. As such, it can tolerate operating with slightly higher leverage than MPLX. Fitch expects KMI to have year-end leverage (total debt/adjusted EBITDA) of roughly 4.5x to 4.8x on a sustained basis for 2019-2022. Fitch forecasts MPLX to have year-end leverage of approximately 4.0x (accounting for 50% of debt treatment for MPLX's $1.0 billion of Series A preferred convertible securities and $600 million of Series B preferreds) for the same period of time. On a pro forma basis, Fitch expects MPLX to generate more EBITDA than The Williams Companies, Inc. (WMB; BBB-/Positive) in 2019. Furthermore, Fitch expects WMB to have leverage (debt/adjusted EBITDA) in the high 4x area at yearend 2019 whereas MPLX is forecast to be much lower - close to 4x as noted before. MPLX is rated below Enterprise Products Operating LLC (Enterprise; BBB+/Stable) which is forecast to have leverage in the range of 3.6x to 3.8x at year-end 2019. Fitch estimates that MPLX's pro forma EBTIDA will be approximately three-fourths that of Enterprise. Enterprise is also more diverse than MPLX/Andeavor Logistics combined. Fitch believes that MPLX will continue to benefit from financial support from its sponsor, Marathon Petroleum Corp. (MPC; BBB/Stable) in the form of a credit line which is currently $1.5 billion line of credit. In addition, MPC is a significant customer for the partnership. Fitch roughly estimates that on a pro forma basis, MPC accounted for 55% to 65% of EBITDA in 2018. MPC provides MPLX with a significant amount of MVCs as well. A combined MPLX and Andeavor Logistics entity is significantly larger and more diverse than crude and refined products issuers such as Buckeye Partners LP and Plains All American L.P. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - On a pro forma basis, adjusted EBITDA (operating EBITDA plus cash distributions from affiliates less income from equity investments) is approximately $5.1 billion in 2019 and increasing in each of the forecast years; - Fitch's base case EBITDA reflects weakness in NGL prices versus management's prior assumption; - No equity is issued to fund spending in the forecast period; - Distributions increase $0.01/unit per quarter resulting in total 2019 distributions and increasing modestly in each of the forecast years. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch does not anticipate favorable rating action since MPLX's significant customer is its sponsor and both entities are now rated the same. Fitch would not raise MPLX's rating higher than MPC. Furthermore, if there was favorable rating action at MPC, it would not directly result in favorable rating action for MPLX since a significant amount of cash flows at MPLX come from gathering and processing. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Reduction in fee-based gathering and processing agreements since it would increase the potential for cash flow volatility; -- Significant EBITDA contraction from renegotiated gathering and processing contracts or contracts renewed at much lower rates; -- While not expected, significantly reduced volume commitments from MPC which could occur as contracts come up for renewal; -- Increased leverage (debt to adjusted EBITDA) beyond 4.5x for a sustained period of time; -- Unfavorable rating action at MPC. LIQUIDITY AND DEBT STRUCTURE As of June 30, 2019 both MPLX and ANDX had sufficient liquidity. Fitch expects the combined entity to have sufficient liquidity going forward as well. In July 2019, MPLX established a $3.5 billion senior unsecured revolver due 2024. The revolver size was increased by $1.25 billion to reflect the larger size and scale of the merged MPLX/ANDX entities. MPLX also has access to a $1.5 billion loan agreement from MPC. MPLX has $500 million of ANDX notes due in October 2019 and funds to repay that debt were raised in the September 2019 issuance of floating rate notes. MPLX also has two tranches of unsecured notes come due in 2023, with additional unsecured notes maturing annually afterwards. The MPLX bank agreement restricts bank-defined leverage from exceeding 5.0x at the end of any quarter. Following an acquisition period wherein MPLX acquired $50 million or more of assets within the LTM, leverage cannot exceed 5.5x for two consecutive quarters. Fitch believes that MPLX will have headroom on its covenant. SUMMARY OF FINANCIAL ADJUSTMENTS Summary of Financial Statement Adjustments - Fitch applies 50% equity credit to the $1 billion MPLX Series A convertible preferred stock issued in May 2016. Fitch also applies 50% equity credit to the $600 million of MPLX Series B preferreds (previously the ANDX preferreds). A standard multiple of 8.0x is applied to operating lease expense to derive lease equivalent debt. MYLABDFW, LLC: $12K Sale of Personalty to Reveles Approved ---------------------------------------------------------- Judge Mar X. Mullen of the U.S. Bankruptcy Court for the Northern District of Texas authorized MyLabDFW, LLC's sale of personalty that it no longer needs to Reveles Clinical Services, LLC for $11,640. The sale is free and clear of all Liens. The proceeds from the sale of the Personalty will be delivered to the MyLab. Tarrant County asserts unavoidable, perfected, senior liens against all the Debtor's tangible personal property. MyLab will retain $2,000 of the proceeds in a segregated account as adequate protection of Tarrant County's ad valorem tax liens. Tarrant County's liens against the Personalty will attach to these funds. Said funds will not be expended for any purpose absent the express written consent of Tarrant County. MyLab is authorized to use the proceeds of the sale of the Personalty, less the sum of $2,000 set aside for adequate protection of ad valorem taxes, for any costs or expenses necessary to the operations of MyLab and the preservation of its assets, excluding any payment to any Insider as that term is used under section 101 of the Bankruptcy Code. To the extent necessary to consummate the sale or to pay the persons designated by the Order, the stay provisions of Bankruptcy Rule 6004(h) is waived and upon entry of the Order, MyLab and the Buyer may immediately consummate the sale of the Personalty, subject to fulfillment of the conditions stated in the Order. About MyLabDFW and Integrated Lab Solutions MyLabDFW, LLC, owner of medical laboratory testing facilities, and its affiliate Integrated Lab Solutions, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 19-42920) on July 18, 2019. At the time of the filing, MyLabDFW reported zero assets and liabilities of $2,240,548. Integrated Lab Solutions was estimated to have assets of less than $50,000 and liabilities of less than $100,000. DeMarco Mitchell, PLLC, is the Debtors' counsel. NATURAL PRODUCT: Seeks to Hire Chipman Brown as Co-Counsel ---------------------------------------------------------- Natural Product Association seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Chipman Brown Cicero & Cole, LLP. The firm will serve as co-counsel with Squire Patton Boggs (US) LLP, the other firm tapped by the Debtor in connection with its Chapter 11 case. Chipman Brown's billing rates range from $475 to $645 per hour for partners and from $295 to $350 per hour for associates. Paralegals charge $225 per hour. Mark Desgrosseilliers, Esq., and Michelle Dero, Esq., the firm's attorneys who will be handling the case, charge $595 per hour and $225 per hour, respectively. The firm received a retainer in the amount of $25,000. Chipman Brown is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Chipman Brown can be reached through: Mark L. Desgrosseilliers, Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 Email: desgross@chipmanbrown.com About Natural Product Association Founded in 1936, Natural Product Association -- http://www.npanational.org/-- is a nonprofit organization dedicated to the natural products industry. It is a trade association for dietary supplements, natural health & sports nutrition, medical and functional foods, probiotics, and natural personal/home care products. Natural Product Association filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-11849) on Aug. 19, 2019. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Hon. John T. Dorsey oversees the case. The Debtor tapped Squire Patton Boggs (US) LLP as general bankruptcy counsel; Cicero & Cole, LLP as Delaware bankruptcy counsel; and GlassRatner Advisory & Capital Group, LLC as financial advisor. NATURAL PRODUCT: Seeks to Hire GlassRatner as Financial Advisor --------------------------------------------------------------- Natural Product Association seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire GlassRatner Advisory & Capital Group LLC as its financial advisor. The firm will provide these services in connection with the Debtor's Chapter 11 case: (a) assist the Debtor's management team and other professionals with its liquidity, financial, operational and strategic planning including the development of a Chapter 11 strategy; (b) assist in the negotiations with various stakeholders; (c) assist in the formulation and negotiations of a plan of reorganization; (d) prepare analyses related to potential third party causes of action if requested; (e) assist in the administration of the bankruptcy filings; (f) provide support in the development of a cash flow budget; (g) work with an unsecured creditors' committee if appointed to facilitate the flow of information; and (h) additional assistance as directed by the Debtor's management, Board of Directors and legal counsel. The firm's hourly rates are: Principals $475 - $650 Senior Managing Directors $335 - $595 Managing Directors $335 - $595 Senior Associates $225 - $395 Associates $225 - $395 The Debtor paid the firm a $50,000 retainer prior to its bankruptcy filing. GlassRatner is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Wayne P. Weitz GlassRatner Advisory & Capital Group LLC 299 Park Avenue, 21st Floor New York, NY 10171 Main: (212) 457-3308 Mobile: (610) 613-9458 Email: wweitz@glassratner.com About Natural Product Association Founded in 1936, Natural Product Association -- http://www.npanational.org/-- is a nonprofit organization dedicated to the natural products industry. It is a trade association for dietary supplements, natural health & sports nutrition, medical and functional foods, probiotics, and natural personal/home care products. Natural Product Association filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-11849) on Aug. 19, 2019. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. John T. Dorsey oversees the case. The Debtor tapped Squire Patton Boggs (US) LLP as general bankruptcy counsel; Cicero & Cole, LLP as Delaware bankruptcy counsel; and GlassRatner Advisory & Capital Group, LLC as financial advisor. NATURAL PRODUCT: Seeks to Hire Squire Patton as Legal Counsel ------------------------------------------------------------- Natural Product Association seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Squire Patton Boggs (US) LLP as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code, negotiations with its creditors and the preparation of a plan of reorganization. The firm's hourly rates range from $210 for new associates to $1,360 or higher for its most senior partners, and from $80 for new legal assistants to $465 for experienced senior paralegals, with most non-attorney billing rates falling within the range of $80 to $310 per hour. The principal attorneys and paralegals proposed to represent the Debtor are: Mark Salzberg Partner $830 Christopher Giaimo Partner $690 Jeffrey Rothleder Partner $620 Maura McIntyre Associate $425 Kyle Arendsen Associate $425 Sarah Conley Senior Paralegal $300 Squire received a retainer of $200,000. The firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. Squire can be reached through: Christopher J. Giaimo, Esq. Jeffrey N. Rothleder, Esq. Mark A. Salzberg, Esq. Squire Patton Boggs (US) LLP 2550 M Street, NW Washington, DC 20037 Tel: 202-457-6000 Fax: 202-457-6315 E-mail: christopher.giaimo@squirepb.com jeffrey.rothleder@squirepb.com mark.salzberg@squirepb.com About Natural Product Association Founded in 1936, Natural Product Association -- http://www.npanational.org/-- is a nonprofit organization dedicated to the natural products industry. It is a trade association for dietary supplements, natural health & sports nutrition, medical and functional foods, probiotics, and natural personal/home care products. Natural Product Association filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 19-11849) on Aug. 19, 2019. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. John T. Dorsey oversees the case. The Debtor tapped Squire Patton Boggs (US) LLP as general bankruptcy counsel; Cicero & Cole, LLP as Delaware bankruptcy counsel; and GlassRatner Advisory & Capital Group, LLC as financial advisor. NORTHEAST SOMERSET: Hires John J. LoSordo as Attorney ----------------------------------------------------- Northeast Somerset LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ the Law Office of John J. LoSordo, Esq., LLC, as attorney to the Debtor. Northeast Somerset requires John J. LoSordo to prepare the Chapter 11 petition and related documents, and appear at meeting of creditors and status conference. John J. LoSordo will be paid at the hourly rate of $350. John J. LoSordo will also be reimbursed for reasonable out-of-pocket expenses incurred. John J. LoSordo, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. John J. LoSordo can be reached at: John J. LoSordo, Esq. LAW OFFICE OF JOHN J. LOSORDO, ESQ., LLC 58 Village Court Hazlet, NJ 07730 Tel: (732) 888-0077 About Northeast Somerset Northeast Somerset LLC, based in Somerset, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 19-24500) on July 26, 2019. In the petition signed by Venkataramana Mannam, managing member, the Debtor disclosed $5,029,500 in assets and $5,940,062 in liabilities. The Hon. Kathryn C. Ferguson oversees the case. The Law Office of John J. LoSordo, Esq., LLC, serves as bankruptcy counsel to the Debtor. NOVASOM INC: L. Thomson Named Consumer Privacy Ombudsman -------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, pursuant to Section 332 of the Bankruptcy Code and the Court's Order Establishing Bidding and Sale Procedures dated August 23, 2019, which directed, inter alia, the appointment of a consumer privacy ombudsman, appoints Lucy L. Thomson, as Consumer Privacy Ombudsman for NovaSom, Inc. The Ombudsman can be reached at: Lucy L. Thomson Livingston PLLC 1455 Pennsylvania Ave., N.W. Suite 400 Washington, D.C. 20004 Telephone: (703) 798-1001 Email: lucythomson1@mindspring.com The Bankruptcy Code provide that the consumer privacy ombudsman may appear and be heard at such hearing and shall provide to the court information to assist the court in its consideration of the facts, circumstances, and conditions of the proposed sale or lease of personally identifiable information The Consumer Privacy Ombudsman is notified that a hearing for approval of a proposed sale of the Debtor's assets is first scheduled for September 25, 2019 at 10:00 a.m. Ms. Thomson is a Certified Information Privacy Professional, a Certified Information Systems Security Professional, and an experienced consumer privacy professional, having been appointed Consumer Privacy Ombudsman in 26 bankruptcy cases, including In re Hobbico, Inc., et al., Bankr. Case No. 18-11055 (KG). Ms. Thomson assures the Court that she is a "disinterested person" within the meaning of Section 101(14) and 332(a) of the Bankruptcy Code. About NovaSom NovaSom, Inc. -- http://www.novasom.com/-- is a home sleep testing company having its principal place of business in Glen Burnie, Md. Its business model is to send a medical device (FDA approved sleep recorder)to a patient's home in order for the patient to be tested for obstructive sleep apnea in his or her own home, rather than in a sleep lab, when a physician prescribes the HST based on symptoms and the patient's condition. The device records and auto-scores the number of apnea events, then sends the data back to NovaSom's servers via a cell phone chip in the device. Sleep physicians are then able to overscore the data and give an opinion to the ordering physician as to the patient's likelihood of having OSA. NovaSom sought Chapter 11 protection (Bankr. Del. Case No. 19-11734) on Aug. 2, 2019. In the petition signed by Gregory J. Stokes, president and CEO, the Debtor's assets are estimated to be between $1 million and $10 million while liabilities are at the same range. The Hon. Brendan Linehan Shannon oversees the Debtor's case. Dilworth Paxson LLP is the Debtor's counsel. Kurtzman Steady, LLC, is co-counsel. Donlin Recano & Company is the official claims and noticing agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. OLIVE MERGER: Moody's Lowers CFR to Caa1, Outlook Negative ---------------------------------------------------------- Moody's Investors Service downgraded Olive Merger Sub, Inc.'s Corporate Family Rating to Caa1 from B3. Moody's also downgraded the first lien term loan to Caa1 from B2 and the second lien debt to Caa3 from Caa1. The outlook remains negative. The downgrade is driven by the below plan performance in recent periods and likelihood that leverage will remain well above its 8x downgrade threshold. Optiv's security service business in particular has underperformed the industry with 10% revenue declines in Q2 and a similar outlook for the second half of 2019. Leverage was approximately 10x for the LTM period ended June 30, 2019 and free cash flow was modestly negative, both very weak metrics for a low margin (approximately 4-5% of gross revenue) reseller and services business. Downgrades: Issuer: Olive Merger Sub, Inc. Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured 1st lien Term Loan, Downgraded to Caa1 (LGD3) from B2 (LGD3) Senior Secured 2nd lien Term Loan, Downgraded to Caa3 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Olive Merger Sub, Inc. Outlook, Remains Negative RATINGS RATIONALE Optiv's Caa1 Corporate Family Rating reflects very high leverage and limited free cash flow following KKR & Co. Inc.'s ("KKR") 2017 acquisition. Moody's expects modest growth in gross revenues, but well below the high growth security software industry. Nonetheless, Moody's expects the company will remain a leading supplier of security solutions driven by the strength of the company's domestic coverage, distribution capabilities, in-house service offerings and broad array of security products from the leading software and hardware providers. Optiv is one of the largest value-added-resellers of security software related solutions with likely the broadest security sales and engineering coverage in the U.S. Prior to KKR's ownership, Optiv grew faster than the overall security software industry. Optiv's revenue growth has slowed significantly in recent years however, well below industry levels. Recent declines in Optiv's services business is likely driven by execution issues with a reorganized sales and services structure. The company is attempting to address these issues but it is unlikely they will be able to return to historic growth and margin levels in the near term. Liquidity is adequate driven by modest but fluctuating cash levels and a $200 million ABL Revolver (approximately $55 million drawn on June 30, 2019 and approximately $121 million available). The Caa1 rating on the first lien term loan is the same as the Corporate Family Rating and reflects the facilities' junior position to the $200 million ABL revolver (unrated) and senior position to the $230 million second lien term loan. The Caa3 rating assigned to the second lien term loan is two notches below the Corporate Family Rating, reflecting their position behind the ABL revolver and first lien term loan. The fairly high level of payables currently provides junior capital support, but could decline rapidly in a default scenario if payment terms are tightened. The negative outlook reflects challenges the company has to revive performance, reduce elevated leverage and drive positive free cash flow above breakeven in the next 12-18 months. The ratings could be upgraded if the company is able to sustain leverage below 8x and free cash flow well above break even. The ratings could be downgraded if revenues or margins deteriorate further or free cash flow is sustained below breakeven. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Optiv, Inc. (the primary operating entity of Olive Merger Sub, Inc.) is a value-added-reseller of cyber security technology and provider of cyber security services. The company headquartered in Denver, CO, had gross revenues of approximately $2.5 billion (GAAP "net" revenues of $537 million) for the twelve months ended June 30, 2019. The company is owned by private equity firm KKR. PALM BEACH BRAIN: U.S. Trustee Directed to Appoint Ombudsman ------------------------------------------------------------ The Bankruptcy Court ordered the U.S. Trustee to appoint a patient care ombudsman for Palm Beach Brain and Spine, LLC, or file a motion with this Court to show that such appointment is not necessary for the protection of patients under the specific circumstances of this case. Pursuant to Bankruptcy code "the court shall order the appointment of a patient care ombudsman, unless the court, on motion of the United States trustee or a party in interest filed no later than 21 days after the commencement of the case or within another time fixed by the court, finds that the appointment of a patient care ombudsman is not necessary under the specific circumstances of the case for the protection of patients." About Palm Beach Brain & Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com-- is a medical practice providing neurosurgery, minimally invasive spine surgery and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on August 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain estimated $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient estimated $6,857,558 and $2,920,846, and Midtown Anesthesia estimated $5,081,861 in assets. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L., are the Debtors' counsel. PALM HEALTHCARE: Court OKs Bid to Waive Ombudsman Appointment ------------------------------------------------------------- The Bankruptcy Court issued an order granting Palm Healthcare Company's motion to waive appointment of a Patient Care Ombudsman at this time for the protection of patients pursuant to Bankruptcy Code. The Debtor is required to notify the United States Trustee in the event of any change that would indicate, or give rise to, the need for a Patient Care Ombudsman, including, without limitation, any change in operations, any change in the status of the professional license of the Debtor's employees or independent contractors, including any disciplinary action or administrative proceeding against such license. The Order is without prejudice to the right of any interested party to move this Court to direct the appointment of a Patient Care Ombudsman at such time when any arises which could involve the interests of the patients of the Debtor and there may be a basis for the appointment. According to the Debtor, its bankruptcy filing was necessitated by issues relating to the payment of interest to secured lender Fifth Third Bank, as Administrative Agent. The filing was not a result of any claims of patients relating to patient care. The Debtor added that it is duly licensed and in good standing with the State of Florida, with no record of any disciplinary actions and all patient records are both electronic and paper and confidential. The confidentiality of those records has never been breached. There are no issues with the Debtor's past patient history; the ability of the patients to protect their rights; the level of dependency of the patients on the facility, the likelihood of tension between the interest of the patients and the debtor; and the potential injury to the patients if the Debtor drastically reduced its level of patient care. The Debtor added that cost of an ombudsman is a completely unnecessary expense under the facts and circumstances of this case. That money would be far better spent paying creditors and administrative expenses. Doris Harrigan, prior to the hearing on the motion, stated that she agrees with the Debtor that the cost of an ombudsman is an unnecessary expense in this case. Accordingly, Mrs. Harrigan has no opposition to the Court waiving the patient care ombudsman requirement under 11 U.S.C. Section 333. Counsel for Debtor: Alvin S. Goldstein, Esq. Furr and Cohen, P.A. 2255 Glades Road, Suite 301E Boca Raton, FL 33431 Tel: (561)395-0500 Fax: (561)338-7432 E-mail: agoldstein@furrcohen.com Mrs. Harrigan is represented by: Philip J. Landau, Esq. Eric Pendergraft, Esq. SHRAIBERG, LANDAU & PAGE, P.A. 2385 NW Executive Center Drive, Suite 300 Boca Raton, Florida 33431 Telephone: 561-443-0800 Facsimile: 561-998-0047 Email: plandau@slp.law ependergraft@slp.law -- and -- Joel M. Weissman, Esq. JOEL M. WEISSMAN, P.A. 515 N. Flagler Dr., Suite 1100 West Palm Beach, Florida 33401 Telephone: (561) 655-4655 Facsimile: (561) 832-1421 Email: info@jmwpa.com Joel@jmwpa.com About Palm Healthcare Co. Palm Healthcare Company -- http://palmhealthcare.com/-- owns and operates an addiction treatment center in Delray Beach, Florida. The Company's treatment programs are structured as a combination of 12-Step model, cognitive therapy, behavioral therapy, holistic modalities and aftercare services. Palm Healthcare Company (Bankr. S.D. Fla. Case No. 19-19156) and affiliates Palm Partners, LLC (Bankr. S.D. Fla. Case No. 19-19161), Interloc Properties, LLC (Bankr. S.D. Fla. Case No. 19-19163), and Miami Real Estate Trust, LLC (Bankr. S.D. Fla. Case No. 19-19164), sought Chapter 11 protection on July 11, 2019. Palm Healthcare estimated assets and liabilities in the range of $0 to $50,000; and Palm Partners estimated assets in the range of $0 to $50,000, and debt of $1 million to $10 million. The cases are assigned to Judge Erik P. Kimball. The Debtors tapped Robert C. Furr, Esq., at Furrcohen P.A., as counsel. PALMER-TECH SERVICES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Palmer-Tech Services Inc. 3759 N. Ravenswood Ave., Suite 223 Chicago, IL 60613 Business Description: Chicago, Illinois-based Palmer-Tech Services Inc. -- https://www.palmercanning.com -- assembles, fabricates, and installs canning machinery for the canned beverage industry. Chapter 11 Petition Date: September 16, 2019 Court: United States Bankruptcy Court Northern District of Illinois (Eastern Division) Case No.: 19-26085 Judge: Hon. Jack B. Schmetterer Debtor's Counsel: Jeffrey K. Paulsen, Esq. FACTORLAW 105 W. Madison, Suite 1500 Chicago, IL 60602 Tel: (312) 878-0969 E-mail: jpaulsen@wfactorlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Palmer, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb19-26085.pdf PAYLESS HOLDINGS: Unsecured Creditors to Recoup 3.6%-4.8% --------------------------------------------------------- Payless Holdings LLC, et al., filed a Second Amended Disclosure Statement for Second Amended Joint Plan of Reorganization. Subsequent to the filing of the previous versions of the Plan and after arm's length negotiations, the Debtors (through the Special Committee), the official committee of unsecured creditors and the Lender Plan Support Parties agreed to a global settlement. Pursuant to the global settlement, among other terms: (i) holders of Tranche A-1 Term Loan Secured Claims will receive their respective share of $68.8 million in cash consideration; (ii) holders of Tranche A-2 Term Loan Secured Claims will receive their respective share of 100% of the equity in the Reorganized Debtors; (iii) unsecured creditors will receive their respective share, as set forth in the Plan, of $15 million in cash consideration; (iv) holders of claims under the Debtors' Prepetition Term Loan Facility will waive any deficiency claims; (v) the expenses of the Liquidating Trust of up to $2 million will be funded by the Reorganized Debtors; and (vi) the Plan will provide for the release of certain Causes of Action belonging to the Debtors' Estates. According to the Debtors, the global settlement substantially increased recoveries to unsecured creditors compared to what was provided in the previous versions of the Plan. In contrast to liquidation, the Plan preserves value for creditors and minimizes additional potential claims that could dilute recoveries to all Creditors. The Debtors believe that these, among others, are substantial reasons to vote to ACCEPT the Plan. Under the Second Amended Disclosure Statement, for Class 5A-General Unsecured Claims of Payless ShoeSource Worldwide, Inc. and Collective Brands Logistics Limited. Subject to the discretion of the Liquidating Trustee, but in no event later than 60 days after all General Unsecured Claims are resolved pursuant to a Final Order (and subject to the allowance, objection, and distribution procedures set forth in the Plan), except to the extent that a Holder agrees to less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each allowed General Unsecured Claim, each Holder of such Claim shall receive its pro rata share of $5.1 million of the Liquidating Trust Distributable Assets, less the Canadian GUC Amount, plus its pro rata share of any unused portion of the Liquidating Trust Fee and Expense Cap of the Liquidating Trust Distributable Assets. No Holder of any such Claim shall be able to receive a recovery on the identical Claim from both Class 5A and Class 5B. If the Plan is confirmed, Payless will emerge from these Chapter 11 Cases with approximately 86% less funded debt. The Second Amended Plan proposes the following classification and treatment of claims: * Class 1 Other Priority Claims - Unimpaired with estimated amount of allowed claims of $7,862,547 and estimated to recover 100% * Class 2 Other Secured Claims - Unimpaired with estimated amount of allowed claims of $22,452,700 and estimated to recover 100% * Class 3 Tranche A-1 Term Loan Secured Claims - Impaired with estimated amount of allowed claims of $80,891,280 and estimated to recover 85.1% * Class 4 Tranche A-2 Term Loan Secured Claims - Impaired with estimated amount of allowed claims of $202,602,201 and estimated to recover 65.2% * Class 5A General Unsecured Claims of Payless ShoeSource Worldwide, Inc. and Collective Brands Logistics Limited - Impaired with estimated amount of allowed claims of $176,000,000 and estimated to recover 4.8% * Class 5B General Unsecured Claims of Remaining Debtors - Impaired with estimated amount of allowed claim of $140,000,000 and estimated to recover 3.6% 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; and Richard W. Engel, Jr., Esq., Erin M. Edelman, Esq., and John G. Willard, Esq., at Armstrong Teasdale LLP, in St. Louis, Missouri; and 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 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. PERKINS & MARIE: Seeks to Hire Richards Layton as Co-Counsel ------------------------------------------------------------ Perkins & Marie Callender's, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richards Layton & Finger, P.A., as co-counsel to the Debtors. Perkins & Marie requires Richards Layton to: a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; b) assist in preparing on behalf of the Debtors motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; c) take action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in the chapter 11 cases, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors; d) prosecute on behalf of the Debtors any proposed chapter 11 disclosure statement and plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and e) perform other necessary or desirable legal services in connection with the chapter 11 cases. Richards Layton will be paid at these hourly rates: Directors $700-$975 Counsel $635-$650 Associates $350-$530 Paraprofessionals $265 Prior to the Petition Date, the Debtors paid Richards Layton total payments in the amount of $537,292. Richards Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Richards Layton did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; b. None of Richards Layton's professionals included in this engagement have varied their rate based on the geographic location for these Chapter 11 Cases; c. Richards Layton has advised the Debtors in connection with their restructuring efforts and in contemplation of these cases since April 26, 2019. The billing rates, except for RL&F's standard and customary periodic rate adjustments as set forth above, and material financial terms have not changed postpetition from the prepetition arrangement; and d. Richards Layton, in conjunction with the Debtors and Akin Gump Strauss Hauer & Feld LLP, is developing a prospective budget and staffing plan for these Chapter 11 Cases. Daniel J. DeFranceschi, partner of Kurtzman Richards Layton & Finger, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Richards Layton can be reached at: Daniel J. DeFranceschi, Esq. Michael J. Merchant, Esq. Zachary I. Shapiro, Esq. Brett M. Haywood, Esq. Megan E. Kenney, Esq. Sarah E. Silveira, Esq. RICHARDS LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 About Perkins & Marie Callender's Perkins & Marie Callender's, LLC, -- http://www.perkinsrestaurants.com/and http://www.mariecallenders.com/-- are operators and franchisors of family-dining and casual-dining restaurants, under their two highly-recognized brands: (i) their full-service family dining restaurants located primarily in Minnesota, Iowa, Wisconsin, Ohio, Pennsylvania and Florida under the name "Perkins Restaurant and Bakery" and (ii) their mid-priced, full-service casual-dining restaurants, specializing in the sale of pies and other bakery items, located primarily in California and Nevada under the name "Marie Callender's Restaurant and Bakery". The Company was formed in 2006 following the combination of the Perkins Restaurant & Bakery chain with Marie Callender's. As of the Petition Date, the Debtors owned 111 Perkins restaurants located in 11 states, and franchise 255 Perkins restaurants located in 30 states and four Canadian provinces. Similarly, as of the Petition Date, the Debtors owned and/or operated 28 Marie Callender's restaurants located in three states, and franchise 21 Marie Callender's restaurants located in two states and Mexico. Thus, the Debtors owned, operated or franchised over 400 restaurants throughout the United States, Canada and Mexico. On Aug. 5, 2019, Perkins & Marie Callender's, LLC, and 9 affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 19-11743). Perkins & Marie estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Kevin Gross oversees the jointly administered cases. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy counsel; Richards, Layton & Finger, P.A. as local counsel; Houlihan Lokey, Inc., as investment banker; and FTI Consulting as financial advisor. Kurtzman Carson Consultants LLC is the claims agent. PG&E CORPORATION: Taps Willis Towers as Human Resource Consultant ----------------------------------------------------------------- PG&E Corporation, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California to employ Willis Towers Watson US LLC, f/k/a Towers Watson Delaware Inc., as human resource and compensation consultants to the Debtors. PG&E Corporation requires Willis Towers to assist the Debtor in the formulation of necessary adjustments to the incentive-based components of their employee compensation programs to address the commencement of the Chapter 11 Cases. Willis Towers will be paid at these hourly rates: Managing Directors $1,000 to $1,200 Senior Directors $800 to $1,000 Directors $600 to $800 Analysts/Other Associates $175 to $615 In the 90 days before the Petition Date, the Debtors paid Willis Towers $409,837.23 for services rendered. Willis Towers will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark J. Kazmierowski, a senior director of Willis Towers Watson US, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Willis Towers can be reached at: Mark J. Kazmierowski WILLIS TOWERS WATSON US LLC f/k/a TOWERS WATSON DELAWARE INC. 901 North Glebe Road Arlington, VA 22203 Tel: (703) 258-8000 About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. PG&E Corp. and Pacific Gas employ approximately 24,000 regular employees, approximately 20 of whom are employed by PG&E Corp. Of Pacific Gas' regular employees, approximately 15,000 are covered by collective bargaining agreements with local chapters of three labor unions: (i) the International Brotherhood of Electrical Workers; (ii) the Engineers and Scientists of California; and (iii) the Service Employees International Union. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, said they are facing extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility said it faces an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are serving as PG&E's legal counsel, Lazard is serving as its investment banker and AlixPartners, LLP is serving as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. In order to help support the Company through the reorganization process, PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and their colleagues at AlixPartners will continue to assist PG&E with the reorganization process and related activities. Morrison & Foerster LLP, as special regulatory counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. POCMONT PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Pocmont Properties, LLC 517 Oak Drive Far Rockaway, NY 11691 Business Description: Pocmont Properties, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its princial assets are located at 1 Bushkill Falls Road Bushkill, PA 18324. The Company previously filed a bankruptcy petition April 2, 2014 (Bankr. D.N.J. Case No. 14-16493). Chapter 11 Petition Date: September 17, 2019 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Case No.: 19-45566 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Robert J. Spence, Esq. SPENCE LAW OFFICE, P.C. 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 E-mail: rspence@spencelawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Saul Kessler, manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nyeb19-45566.pdf PURDUE PHARMA: Raymond Sackler Family Taps Milbank LLP ------------------------------------------------------ In the Chapter 11 cases of Purdue Pharma L.P., et al., the Raymond Sackler family is represented by: Gerard Uzzi Eric K. Stodola MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 The Raymond Sackler family said in a statement filed with the U.S. Bankruptcy Court for the Southern District of New York that it fully supports the Debtors' objectives and proposed plans for the Purdue bankruptcy. "Like families across America, the family has deep compassion for the victims of the opioid crisis and believes the settlement framework -- now supported by the attorneys general of twenty-nine states and territories and the plaintiffs' steering committee representing thousands of municipalities -- is an historic step towards providing critical resources that address a tragic public health situation, the Raymond Sackler Family said in the statement. "The debate over the opioid crisis has been often misleading and, in terms of providing solutions to the nation's urgent public health needs, mostly unproductive. The family is hopeful that Purdue's filing and the proposed settlement can be a turning point in that debate and focus all parties on delivering real help where it's needed -- in communities that are suffering. The family also said that it vigorously contests the claim that Purdue or the Sackler family is liable for the opioid crisis, and said that it has generally declined to respond to the highly inaccurate portrait painted in lawsuits and media coverage. "The family has been criticized for that choice, and perhaps it should have adopted a more proactive stance. But today is not the day to respond to those allegations. Rather this is a time for constructive engagement, the conservation of resources, the resolution of disputes and the implementation of the settlement," the family added. About Purdue Pharma Privately held Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. The company was founded by members of the Sackler family in 1952. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of more than 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15, 2019 and Sept. 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation facing the Company. The Company's consolidated balance sheet at Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain, in White Plains, New York, has been assigned to oversee Purdue's Chapter 11 case. Davis Polk & Wardwell LLP and Dechert LLP are serving as legal counsel to Purdue. PJT Partners is serving as investment banker, and AlixPartners is serving as financial advisor. Prime Clerk LLC is the claims agent. ROBERT LUNDEEN: $221K Sale of Naples Property to Montgomery Okayed ------------------------------------------------------------------ Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Robert W. Lundeen and Carolyn M. Lundeen to sell the real property located at 8310 Whisper Trace Way, Unit 102, Naples, Florida to Jeffrey and Tina Montgomery for $221,000. The sale is free and clear of all liens, claims and interests, with all such liens, claims and interests, if any, to attach the proceeds of sale. The Debtors are authorized to pay from or provide a credit against the proceeds of sale for the amounts due and owing on account of real estate taxes and all other customary costs of sale for which they are responsible under the contract. The remaining proceeds of sale will be held by the Debtors until further order of Court. The requested shortening of notice to six days for the Motion and Order is approved. Robert W. Lundeen and Carolyn M. Lundeen sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-28584) on Sept. 25, 2017. The Debtors tapped Richard L. Hirsh, Esq., at Richard L. Hirsh, PC, as counsel. ROJO PROPERTY: Seeks to Hire Hinkle Law Firm as Counsel ------------------------------------------------------- Rojo Property Solutions, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Kansas to employ Hinkle Law Firm LLC as counsel to the Debtor. Mobile Addiction requires Hinkle Law Firm to: (a) advise the Debtor of its rights, powers and duties as a Debtor-in-Possession, including those with respect to the continued operation and management of its business and property; (b) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (c) investigate into the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of said liens; (d) investigate and advise the Debtor concerning and taking such action as may be necessary to collect income and assets in accordance with applicable law, and recover property for the benefit of the Debtor's estate; (e) prepare on behalf of the Debtor such applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and review the financial and other reports to be filed herein; (f) advise the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed and served herein; (g) counsel the Debtor in connection with the formulation, negotiation and promulgation of plan or plans of reorganization and related documents; and (h) perform such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. Hinkle Law Firm will be paid at these hourly rates: Edward J. Nazar $325 W. Thomas Gilman $300 Martin R. Ufford $300 Nicholas R. Grillot $230 Legal Assistants $85 Hinkle Law Firm has received a prepetition retainer in the sum of $1,500. Edward J. Nazar, W. Thomas Gilman, Martin R. Ufford, Nicholas R. Grillot, members of Hinkle Law Firm LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hinkle Law Firm can be reached at: Edward J. Nazar, Esq. W. Thomas Gilman, Esq. Martin R. Ufford, Esq. Nicholas R. Grillot, Esq. Edward J. Nazar, Esq. HINKLE LAW FIRM LLC 1617 North Waterfront Parkway, Suite 400 Wichita, KS 67206-6639 Tel: (316) 267.2000 Fax: (316) 264.1518 About Rojo Property Solutions Rojo Property Solutions, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 19-11606) on Aug. 21, 2019, estimating under $1 million in both assets and liabilities. Edward J. Nazar, W. Thomas Gilman, Martin R. Ufford, Nicholas R. Grillot, at Hinkle Law Firm LLC, serve as bankruptcy counsel to the Debtor. RUI HOLDING: No Competing Bid Against Landry's $37.2MM ------------------------------------------------------ The bankruptcy auction scheduled for Sept. 18, 2019, for RUI Holding Corp. has been canceled after no bidder surfaced to compete with an offer from Landry's for the operator of Palomino, Palisade and more than two dozen other restaurants. Houston-based Landry's, LLC, as stalking horse bidder, earlier signed a deal to purchase RUI's business for $37.2 million, absent higher and better offers. With the auction cancelled, a hearing to consider approval of the sale to Landry's is scheduled for Sept. 23. About RUI Holding RUI Holding Corp. and its subsidiaries -- https://www.r-u-i.com/ -- operate 18 different restaurant brands in 35 locations throughout six states. Unique restaurant concepts run by the companies include Portland City Grill, Palisade, Cutters Crabhouse, and Skates on the Bay. The companies' multi-unit brands include Kincaid's, Palomino, Henry's Tavern, Portland Seafood Company and Stanford's. The companies have 1,885 part-time hourly employees, 168 full-time restaurant salaried employees, and 50 salaried employees at their corporate headquarters in Seattle. RUI Holding and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11509) on July 7, 2019. At the time of the filing, the Debtors disclosed assets of between $50 million and $100 million and liabilities of the same range. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Corporate Restructuring, LLC, as claims and noticing agent. SPORTCO HOLDINGS: Hires Wilson Kibler as Real Estate Broker ----------------------------------------------------------- SportCo Holdings, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Wilson Kibler, Inc., as real estate broker to the Debtor. SportCo Holdings requires Wilson Kibler to market and sell the Debtors' real properties located at 267 Columbia Avenue, Chapin, South Carolina and 786 Wilson Road, Newberry, South Carolina. Wilson Kibler will be paid a commission of 3% of the gross sales price, and 4% if with the assistance of outside brokers. Robert Carter, associate broker of Wilson Kibler, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Wilson Kibler can be reached at: Robert Carter WILSON KIBLER, INC. 111 Laurel Street Columbia, SC 29201 Tel: (803) 779-8600 About SportCo Holdings United Sporting Companies, Inc., was founded in 1933 under the name Ellett Brothers, Inc. before merging with Jerry's Sports, Inc., in 2009 and formally changing its name to United Sporting Companies, Inc. on July 16, 2010. Headquartered in Chapin, S.C., the companies are marketers and distributors of a broad line of products and accessories for hunting and shooting sports, marine, camping, archery, and other outdoor activities. The companies' product line of over 55,000 SKUs includes firearms, reloading, marine electronics, trolling motors, optics, cutlery, archery equipment, ammunition, leather goods, camping equipment, sportsman gifts, and a variety of other outdoor sporting goods products. The companies carry the major brands in the outdoor sports industry, including Remington, Ruger, Browning, Winchester, Smith & Wesson, Glock, Bushnell, Sig Sauer, Springfield Armory, Hornaday, Henry, Magpul, Armscor, MotorGuide, Minn Kota, Lowrance, Federal, CCI, Taurus, and Leupold. The companies employ 321 people. SportCo, a Delaware corporation, is a holding company with no business operations. SportCo Holdings, Inc. and its affiliates, including United Sporting Companies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11299) on June 10, 2019. At the time of the filing, SportCo was estimated to have assets of less than $50,000 and liabilities between $100 million and $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped McDermott Will & Emery LLP as their bankruptcy counsel; Polsinelli PC as local Delaware counsel; Winter Harbor LLC as restructuring advisor; and BMC Group, Inc. as notice and claims agent. Andrew Vara, acting U.S. trustee for Region 3, on June 17, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. The Committee retained Lowenstein Sandler LLP, as counsel, and Morris James LLP, as co-counsel. STORNOWAY DIAMOND: Wins Initial Order Under CCAA ------------------------------------------------ Stornoway Diamond Corporation, Stornoway Diamonds Canada Inc., Ashton Mining of Canada Inc., and FCDC Sales and Marketing Inc. sought and obtained an initial order under the Companies' Creditors Arrangement Act from the Quebec Superior Court (Commercial Division), district of Montreal. Deloitte Restructuring Inc. was appointed to monitor the business and financial affairs of Debtors as an officer of the Court. Under the initial order, the Court ordered a stay of any proceeding or action against Stornoway or its property. On Sept. 8, 2019, the Debtors entered into a letter of intent ("LOI") with certain secured creditors under the bridge financing agreement entered into by the Debtors on June 10, 2019, which include Diaquem Inc. ("Diaquem") and certain buyers under the Amended and Restated Purchase and Sale Agreement entered into on October 2, 2018, as amended ("Stream Agreement"). Under the terms of the LOI, the Participating Secured Creditors confirmed their intention to acquire, through an entity to be formed for this purpose, substantially all of the assets and properties of the Debtors, and to assume such the debts and liabilities owing to the Secured Creditors as well as the ongoing obligations relating to the operation of the Renard Mine, subject to certain limited exceptions. Concurrently with the entering into of the LOI, Stornoway Diamonds (Canada) Inc., Ashton and FCDC Sales and Marketing Inc., as borrowers, have entered into a definitive and binding working capital facility agreement ("WC Facility Agreement") with the Participating Secured Creditors providing for a working capital facility in an initial amount of $20 million, which facility can be increased for additional amounts at the option of the Participating Secured Creditors. The Initial Order provides for a broad stay of proceedings and the exercise and enforcement of rights and remedies against the Debtors. The Initial Order also authorizes the entering into of the WC Facility Agreement and the granting of a Court-ordered priority charge in favour of the Participating Secured Creditors securing the obligations under the working capital facility, which is expected to permit the SWY Parties to be able to continue to meet their short-term and current payment and other obligations to employees, suppliers as well as customers as and when they become due. The transactions contemplated under the LOI are subject to the fulfilment of certain conditions, including the issuance by the Court of a final, non-appealable vesting order approving the definitive agreements giving effect to the sale of the Debtors' business to the Participating Secured Creditors. Under the terms of the Initial Order, Deloitte Restructuring Inc. has been appointed as Monitor to oversee the CCAA proceedings and report to the Court. While under CCAA protection, management of the Corporation will remain responsible for the day-to-day operations of the Debtors. Trading in Stornoway's common shares on the Toronto Stock Exchange has been halted. The Corporation expects that the remedial delisting process by the TSX announced on Aug. 22, 2019, will be accelerated and the Corporation's common shares and convertible debentures will soon be delisted from trading on TSX. In addition, given the granting of the Initial Order, the Corporation believes that, irrespective of the outcome of the CCAA proceedings, there is and will be no recoverable or residual value in either Stornoway's common shares or convertible debentures. A copy of the initial order and the Monitor's report are available at its website at http://www.insolvencies.deloitte.ca/stornoway The Monitor can be reached at: Deloitte Restructuring Inc. CCAA Monitor of Stornoway Diamond Corporation 1190, avenue des Canadiens-de-Montreal, Suite 500 Montreal QC H3B 0M7 Betsy Taylor-Cline, CPA, CA Tel: 514-393-5405 Fax: 514-390-4103 E-mail: Stornoway@deloitte.ca Attorneys for the Debtors: Luc Morin Saam Pousht-Mashhad Norton Rose Fulbright Canada LLP 1 Place Ville Marie, Suite 2500 Montreal, Quebec H3B 1R1 Tel: +1 514 847 4747 E-mail: luc.morin@nortonrosefulbright.com saam.poushtmashhad@nortonrosefulbright.com Representatives of the Proposed Monitor: Benoit Clouatre Jean-Francois Nadon Jacob Dube-Dupuis Deloitte Restructuring Inc. Suite 700 850-2nd Street SW Calgary, Alberta T2P 0R8 Tel: 403-267-1700 403-264-2871 E-mail: bclouatre@deloitte.ca jnadon@deloitte.ca jdubedupuis@deloitte.ca Attorneys for the Proposed Monitor: Sandra Abitan Julien Morissette Osler Hoskin Harcourt 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto ON M5X 1B8 Tel: 416-362-2111 Fax: 416.862.6666 E-mail: sabitan@osler.com jmorissette@osler.com Stornoway Diamond Corporation -- http://www.stornowaydiamonds.com/ -- is a Canadian diamond exploration and production company headquartered in Montreal and owns a 100% interest in the Renard Mine, Quebec’s first diamond mine. THOMAS COOK: Seeks U.S. Recognition of U.K. Restructuring --------------------------------------------------------- Thomas Cook Group Plc has filed for Chapter 15 court protection in the U.S. as part of its debt restructuring for the U.K. travel agent. Representatives of the company filed a Chapter 15 petition in New York on Sept. 16, 2019, to seek U.S. recognition of the UK proceedings as foreign main proceeding. The U.S. recognition hearing is scheduled for Oct. 7, 2019, at 11:00 a.m. at Courtroom 523 (MG). TCG is the ultimate holding company of direct and indirect subsidiaries, which operate the Thomas Cook leisure travel business around the world. TCG was formed in 2007 following the merger between Thomas Cook AG and MyTravel Group plc. Headquartered in London, the Group's key markets are the UK, Germany and Northern Europe. The Group serves 22 million customers each year. The Group operates from 16 countries, with a combined fleet of over 100 aircraft through five entities holding air operator certificates in the UK, Germany, Denmark and Spain. The Group has 2,800 owned and franchised retail outlets (including 555 shops in the UK) and operates 199 own-brand hotels across the world. As of Dec. 31, 2018, the Group had 21,263 employees, including 9,000 in the U.S. The travel agent's creditors are set to vote on Sept. 27, 2019, on a proposed scheme of arrangement that involves: (a) substantially deleveraging the Group by converting GBP1.67 billion of RCF and Notes debt currently outstanding into new shares (15%) and a subordinated PIK note (at least GBP81 million) to be issued by the recapitalized Group in proportions still to be agreed; (b) providing the recapitalized Group with access to new money financing facilities in the amount of GBP900 million; and (c) reorganizing the structure of the Group, including legal, economic, and financial separation of the Group Tour Operator's business from the Group Airline's business, and the transfer of at least a 75% interest in the Group Tour Operator and an interest of up to 25% in the Group Airline to Chinese investor Fosun Tourism Group. The Chapter 15 case is In re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984). Chapter 15 petitions were also filed for Thomas Cook Finance 2 PLC and Thomas Cook Group Treasury Limited, and the cases are jointly administered under Case No. 19-12984. Peter Fankhauser, as foreign representative, signed the Chapter 15 petitions. The company's counsel in the U.S.: Adam J. Goldberg Latham & Watkins, LLP Tel: 212-906-1200 E-mail: adam.goldberg@lw.com TOTAL HEALTH: U.S. Trustee Appoints E. Hart as Ombudsman -------------------------------------------------------- Daniel M. McDermott, United States Trustee for Region 9, appointed Erika Hart as the Patient Care Ombudsman for Total Health Systems, LLC. Ms. Hart can be reached at: Erika Hart 700 East Maple Road, Second Floor Birmingham, MI 48009 Section 333(b) of the Bankruptcy Code provides that the Patient Care Ombudsman will: (1) monitor the quality of patient care provided to patients of the debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; (2) not later than 60 days after the date of this appointment, and not less frequently than at 60 day intervals thereafter, report to the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the debtor; and (3) if such ombudsman determines that the quality of patient care provided to patients of the debtor is declining significantly or is otherwise being materially compromised, file with the court a motion or a written report, with notice to the parties in interest immediately upon making such determination. About Total Health Systems Total Health Systems, Inc. -- https://www.totalhealthsystems.com/ -- is a full-service wellness center that provides traditional medical services, chiropractic, physical therapy, massage therapy, one-on-one personal training, physician supervised weight loss, nutrition, and wellness services. Total Health Systems filed a petition (Bankr. E.D. Mich. Case No. 19-52723) under Chapter 11 of the Bankruptcy Code on Sept. 5, 2019, in Detroit, Michigan. In the petition signed by CFO Terrence Gallagher, the Debtor estimated assets of no more than $50,000 and liabilities between $1 million and $10 million. Judge Hon. Phillip J. Shefferly oversees the case. STEVENSON & BULLOCK, P.L.C., is the Debtor's bankruptcy counsel. VAN'S LAUNDROMATS: Court Confirms Chapter 11 Plan ------------------------------------------------- Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania issued an order confirming the Chapter 11 Plan dated August 27, 2019, filed by Van's Laundromats Inc. The debtor shall file monthly plan implementation reports until such time as the debtor's case is closed by final decree, converted to a chapter 7 proceeding or dismissed; and the debtor shall continue to pay quarterly fees owed to the United States Trustee pursuant to 28U.S.C.Section 1930 until the case is closed, converted or dismissed. Under the Second Plan, Class 1 Claims - allowed Administrative Claims are unimpaired and will be paid in full. CLASS 3 CLAIMS: Unimpaired - The allowed claim of Eastern Funding, LLC will be paid in full upon the sale of the real property. Additionally, the Debtor incorporates by reference the stipulation signed by Debtor and Eastern Funding, LLC entered by the Court on April 23, 2019, wherein Debtor will make adequate protection payments of $1000.00 per month to Eastern Funding, Inc. beginning on May 10, 2019. CLASS 4 CLAIMS: Unimpaired - The allowed claim of Philadelphia Gas Works (PGW) will be paid upon the sale of 6047-6049 Market Street, Philadelphia, Pa. -- currently list for sale at $275,000.00. PGW’s secured claims will be paid at the closing of the sale. CLASS 5 CLAIMS: Unimpaired - Univest Bank's proof of claim no. 8, a secured claim on 6047-6049 Market Street and 2601 Somerset Street Philadelphia, Pa. Univest's secured claims will be satisfied upon the sale of these properties. Univest Bank's proof of claim no. 9, secured claim on 6208, 6210 and 6212 Lansdowne Avenue, Philadelphia, Pa. Debtor will sell the three properties to satisfy Univest's secured claims. Univest will also receive the net sale proceeds of 1831-1833 Harrison Street, Philadelphia, Pa. to ensure that Univest’s secured claims are fully satisfied. These four (4) properties are currently listed for sale. CLASS 6 CLAIMS - UNSECUREDCLAIMS: Unimpaired - The allowed unsecured claims of LG Funding, Inc. and Wells Fargo, N.A. total $128,057.00. Debtor believes that the net proceeds from the sales of the real estate funding this Second Amended Plan should be sufficient to satisfy the balance of the secured claims against Debtor and the unsecured claims as well. Should these assets be insufficient to satisfy all of the claims against the Debtor, the Debtor's principals will sell other assets to satisfy all claims. The Second Amended Plan is proposed by the Debtor in good faith in the belief that Debtor's Claimants will recover 100% of their claims rather than receiving a significantly reduced recovery if the assets are liquidated under Chapter 7 of the Code. The Debtor's principals are contributing personally owned real estate to fund this Second Amended Plan. Without this plan, Debtor's creditors would be required to rely on selling the Debtor's personal property and its sole real estate asset, 6047-6049 Market Street in a Chapter 7 and sell Debtor's principal's assets at sheriff sale. A full-text copy of the Second Amended Chapter 11 Plan is available at https://tinyurl.com/y6lv8poz from PacerMonitor.com at no charge. Attorney for Debtor: Demetrius J. Parrish, Jr., Esq. 7715 Crittenden Street, #360 Philadelphia, Pa. 19118 Tel: (215) 735-3377 Fax: (215) 827-5420 Email: djpbkpa@gmail.com About Van's Laundromats Van's Laundromats Inc. is a Pennsylvania Corporation that operates laundromats in the City of Philadelphia. Van's Laundromats sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-15955) on Sept. 9, 2018. In the petition signed by Mao Khai Van, president, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000 as of the bankruptcy filing. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Demetrius J. Parrish, Jr., and Henry A. Jefferson, in Philadelphia, as its attorneys. VERITY HEALTH: PCO Files 5th Report ----------------------------------- Jacob Nathan Rubin, MD, FAAC, the Patient Care Ombudsman appointed for Verity Health System of California Inc., et al., filed a Fifth Report period from June 8, 2019 to August 5, 2019. The PCO reviewed all new E-data room entries such as Joint Commission Reports, Survey Verification, and CDPH. The PCO stayed in contact with the Chief Medical Officer, Dr. Del Junco via video conferencing and did site visits to review progress, new reporting data and the status of patient care. The Debtors are health care businesses. Pursuant to Bankruptcy Code, the Court ordered the appointment of a PCO in order to monitor, and report to the Court, the quality of patient care provided by the Debtors. PCO OBSERVATIONS: 1. The Debtors have transferred operations of O'Connor and St. Louise Medical Centers to Santa Clara County. In addition, the Medical Clinics and Urgent Care Centers have closed or transferred operations to other entities. 2. The medical records of all the patients have gone to the separate entities or with the individual physicians except for Sport Orthopedic and Rehabilitation (SOAR). The Debtors will remain as custodian of the medical records until the patients' physicians take control of the medical records. 3. Debtors continue to operate four (4) acute care hospital centers and one (1) hemodialysis center. Debtors maintain facilities in Northern and Southern California such as, St. Vincent's Medical Center, St. Francis Medical Center, Seton Coastside, Seton Medical Center, and St. Vincent's Dialysis Center (DIALYSIS CENTER). 4. The data room documents were requested from Debtors and could only be reviewed in read only format. Should any party of the Court wish to review the documents listed, this request must be made of the Debtors other than as discussed. PCO REVIEW BY INDIVIDUAL LOCATION AS FOLLOWS: 1. St. Vincent's Medical Center (SVMC) i. Infection Cluster Event Follow-up CDPH performed an extensive, 13-member, onsite investigation that was triggered by outlier same site surgical infections mentioned in the previous PCO report. ii. Leapfrog and HCAHPS - The PCO discussed Leapfrog Data with administration in detail. The overall acquired infection rates remain low. The infection rates in the area of Central Line Acquired Infections (CLAI) vary between the facilities. Administration continues to aggressively monitor and act on any increase in CLAI. iii. Liver Transplant Unit - The PCO met with the Head Liver Transplant Surgeon at SVMC. The team has completed eleven successful liver transplants and continues to deliver hepatobiliary services to the community. LTS is concerned that allocated full time employees (FTE) openings will not be replaced because of financial purposes. 2. The PCO reviewed four new CDPH incidents that occurred since the last report and discussed corrective action plans. 3. The PCO did not find that the financial burden of the bankruptcy caused or were related to the incidents. 4. All vendors are currently providing services and equipment under their contractual agreements. Critical vendors continue to operate and supply critical equipment to the hospital without delay. 5. All pharmacy shortages were reviewed and found to be unrelated to the bankruptcy or vendor contract termination. The shortages listed are consistent with national or local shortages. 6. The last certification from Joint Commission was performed and completed on January 8, 2019. There have not been any new events that triggered a follow-up visit from Joint Commission. 7. On March 29, 2019, a final Department of Mental Health compliance survey was released and demonstrates that the mental health department at SFMC is in full compliance without any recommendations. 8. On May 23, 2019, Occupational Safety and Health Administration (OSHA) Violation classified as "serious" was submitted. The violation was issued "without citation" relating to "workplace violence prevention specifically requiring strict measures to prevent firearms and dangerous weapons onto the premises." In response to the OSHA incident, the hospital hired 16 new security guards, closed entrances to the hospital and started scanning all visitors and patients with portable handheld metal detectors incurring significant capital expenditure. 9. There were five CDPH reported incidents that were discussed in detail with administration. The PCO did not find any untoward patient care trends. Trauma Certification Administration has made significant changes to their trauma service in accordance with the recommendations of the American College of Surgeons (ACS). 10. Leapfrog Data and Ratings SFMC Compass Data were reviewed by the PCO and show small improvements in benchmark metrics. Computerized Physician Order Entry Surgical Volume, and ICU Physician staffing require financial support to increase the Leapfrog scores. 11. According to Administration, the census of the hospital has increased while maintaining staffing compliance. The new CT scanner remains on schedule for implementation after CAL-OSHA has approved the construction plans. 12. The Hospitalist contracts have been extended to September 31st, 2019. No physician staffing changes were noted during this reporting cycle. All corrective actions related to past immediate jeopardy events were corrected to the satisfaction of CMS. Therefore, the PCO administration from each facility and the CMO continue to communicate openly regarding past and present issues that relate to patient care. Through frequent discussions with Dr. Del Junco with organizational leaders and regular communication with local CMO, CEO, CNO, the PCO was well-informed on the status of all events (positive or negative), corrective action plan progress, results of CDPH investigations, State Board of Pharmacy and Joint Commission surveys. About Verity Health System Verity Health System -- https://www.verity.org/ -- operates as a non-profit health care system in the state of California, with approximately 1,680 inpatient beds, six active emergency rooms, a trauma center, and a host of medical specialties, including tertiary and quaternary care. Verity's two Southern California hospitals are St. Francis Medical Center in Lynwood and St. Vincent Medical Center in Los Angeles. In Northern California, O'Connor Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton Medical Center in Daly City and Seton Coastside in Moss Beach are part of Verity Health. Verity Health also includes Verity Medical Foundation. With more than 100 primary care and specialty physicians, VMF offers medical, surgical and related healthcare services for people of all ages at community-based, multi-specialty clinics conveniently located in areas served by the Verity hospitals. Verity Health System was created in a transaction approved by California Attorney General Kamala Harris and completed in December 2015. Verity Health System of California, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition signed by CEO Richard Adcock, Verity Health estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Ernest M. Robles oversees the cases. The Debtors tapped Dentons US LLP as their bankruptcy counsel; Berkeley Research Group, LLC, as financial advisor; Cain Brothers as investment banker; and Kurtzman Carson Consultants as claims agent. The official committee of unsecured creditors formed in the case retained Milbank, Tweed, Hadley & McCloy LLP as counsel. WALL STREET PRODUCTIONS: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Wall Street Productions, LTD d/b/a Wall Street Music d/b/a Wall Street Productions d/b/a Museum Magic 28545 Greenfield Road Southfield, MI 48076 Case No.: 19-53212 Business Description: Wall Street Productions, Ltd. is a promotional video production specialist. Chapter 11 Petition Date: September 16, 2019 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Phillip J Shefferly Debtor's Counsel: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, P.C. 1026 W. Eleven Mile Road Royal Oak, MI 48067 Tel: (248) 546-2800 E-mail: ejgudeman@gudemanlaw.com ecf@gudemanlaw.com Total Assets: $64,442 Total Liabilities: $1,015,719 The petition was signed by Timothy Rochon, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mieb19-53212_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mieb19-53212.pdf WEATHERFORD INTERNATIONAL: Panel Hires Norton Rose as Co-Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Weatherford International PLC, and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Norton Rose Fulbright US LLP, as co-counsel to the Committee. The Committee requires Norton Rose to: a. advise the Committee with respect to its rights, duties and powers in the Debtors' Chapter 11 Cases; b. assist and advise the Committee in its consultations and negotiations with the Debtors relative to the administration of the Debtors' Chapter 11 Cases; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders and of the operation of the Debtors' businesses; e. assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; f. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Debtors' Chapter 11 Cases; g. represent the Committee at all hearings and other proceedings before this Court; h. review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto; i. advise and assist the Committee with respect to any legislative, regulatory or governmental activities; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k. assist the Committee in its review and analysis of all of the Debtors' various agreements; l. prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or the Debtors' Chapter 11 Cases; m. investigate and analyze any claims against the Debtors' non-debtor affiliates; and n. perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Norton Rose will be paid at these hourly rates: Partners $625 to $1165 Senior Counsels $465 to $825 Senior Associates $410 to $750 Associates $315 to $750 Paraprofessionals $110 to $415 Norton Rose will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: a. Norton Rose did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case; c. Norton Rose did not represent any member of the Committee prior to its retention by the Committee; d. Norton Rose expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Norton Rose reserves all rights; and e. The Committee has approved Norton Rose's proposed hourly billing rates. The Norton Rose attorneys and paraprofessionals staffed on the Debtors' Chapter 11 Cases, subject to modification depending upon further development. Louis R. Strubeck, Jr., partner of Norton Rose Fulbright US LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Norton Rose can be reached at: Louis R. Strubeck, Jr., Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201-7932 Tel: (214) 855-8040 About Weatherford International Weatherford (NYSE: WFT) (OTC-PINK:WFTIQ), an Irish public limited company and Swiss tax resident -- http://www.weatherford.com/-- is a multinational oilfield service company providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 80 countries and has a network of approximately 650 locations, including manufacturing, service, research and development and training facilities and employs approximately 26,000 people. Weatherford reported a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2018, compared to a net loss attributable to the company of $2.81 billion for the year ended Dec. 31, 2017. As of March 31, 2019, Weatherford had $6.51 billion in total assets, $10.62 billion in total liabilities, and a total shareholders' deficiency of $4.10 billion. On July 1, 2019, Weatherford International plc, Weatherford International, LLC, and Weatherford International Ltd. sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 19-33694). The Hon. David R. Jones is the case judge. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as counsel; Alvarez & Marsal North America LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims agent. Henry Hobbs Jr., acting U.S. trustee for Region 7, on July 17, 2019, appointed three creditors to serve on an official committee of unsecured creditors in the Chapter 11 cases. The law firms of Ropes & Gray LLP and Norton Rose Fulbright US LLP have been retained as counsel to the Committee. WESTERN DIGITAL: Egan-Jones Lowers Senior Unsecured Ratings to BB ----------------------------------------------------------------- Egan-Jones Ratings Company, on September 13, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Western Digital Corporation to BB from BB+. Western Digital Corporation is an American computer hard disk drive manufacturer and data storage company. It designs, manufactures and sells data technology products, including storage devices, data center systems and cloud storage services. WHITE'S PLACE: Seeks to Hire Jennis Law Firm as Counsel ------------------------------------------------------- White's Place LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jennis Law Firm as counsel to the Debtor. White's Place requires Jennis Law Firm as Counsel (a) take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which the Debtor is involved, and objections, when appropriate, to claims filed against the estate; (b) prepare, on behalf of the Debtor, any applications, answers, orders, reports, and papers in connection with the administration of the estate; (c) counsel the Debtor with regard to it rights and obligations as debtor-in-possession; (d) prepare and file schedules of assets and liabilities; (e) prepare and file chapter 11 plans and corresponding disclosure statements; and (f) perform all other necessary legal services in connection with its chapter 11 case. Jennis Law Firm will be paid at these hourly rates: Attorneys $250 to $475 Paralegals $120 to $160 Jennis Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David S. Jennis, partner of Jennis Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jennis Law Firm can be reached at: David S. Jennis, Esq. Erik Johanson, Esq. JENNIS LAW FIRM 606 E. Madison Street Tampa, FL 33602 Tel: (813) 229-2800 E-mail: ecf@jennislaw.com ejohanson@jennislaw.com About White's Place White's Place, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-07777) on Aug. 16, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David S. Jennis, Esq., at Jennis Law Firm. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Ivano Stamegna Bankr. C.D. Cal. Case No. 19-13529 Chapter 11 Petition filed September 11, 2019 represented by: Stephen F. Lopez, Esq. STEPHEN F LOPEZ APC E-mail: steve@sflopesq.com In re Lonnie Monique Williams-Turner Bankr. E.D. Cal. Case No. 19-25720 Chapter 11 Petition filed September 11, 2019 Filed Pro Se In re Eleazar M. Sunga and Sheryll V. Miranda-Sunga Bankr. N.D. Cal. Case No. 19-30971 Chapter 11 Petition filed September 11, 2019 represented by: Lars T. Fuller, Esq. THE FULLER LAW FIRM E-mail: Fullerlawfirmecf@aol.com In re Yiannis Mediterranean Cuisine LLC Bankr. D. Conn. Case No. 19-31516 Chapter 11 Petition filed September 11, 2019 See http://bankrupt.com/misc/ctb19-31516.pdf represented by: William E. Carter, Esq. LAW OFFICE OF WILLIAM E. CARTER E-mail: bankruptcy@carterlawllc.com wecarter@carterlawllc.com In re Clay G. Plaisance Bankr. W.D. La. Case No. 19-51077 Chapter 11 Petition filed September 11, 2019 represented by: H. Kent Aguillard, Esq. E-mail: kaguillard@yhalaw.com In re Prosperity Park Properties LLC Bankr. D. Md. Case No. 19-22124 Chapter 11 Petition filed September 11, 2019 See http://bankrupt.com/misc/mdb19-22124.pdf represented by: John C. Gordon, Esq. JOHN C. GORDON, PA E-mail: johngordon@me.com In re Levelbest, LLC Bankr. N.D.N.Y. Case No. 19-11673 Chapter 11 Petition filed September 11, 2019 See http://bankrupt.com/misc/nynb19-11673.pdf represented by: Matthew J. Mann, Esq. MANN LAW FIRM, PC E-mail: lawyer@mannlawpc.com In re Ernest Eugene English, Jr. Bankr. W.D.N.Y. Case No. 19-20899 Chapter 11 Petition filed September 11, 2019 Filed Pro Se In re R-Dream Farm, LLC Bankr. W.D. Pa. Case No. 19-10920 Chapter 11 Petition filed September 11, 2019 See http://bankrupt.com/misc/pawb19-10920.pdf represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG E-mail: chris.frye@steidl-steinberg.com kenny.steinberg@steidl-steinberg.com In re Kent D. Rylee and Amy G. Rylee Bankr. W.D. Ark. Case No. 19-72506 Chapter 11 Petition filed September 12, 2019 represented by: Donald A. Brady, Esq. BRADY & CONNER, PLLC E-mail: aadrbk@gmail.com In re Luis Alberto Rodriguez, Jr. Bankr. C.D. Cal. Case No. 19-13547 Chapter 11 Petition filed September 12, 2019 represented by: Michael Jones, Esq. M JONES & ASSOCIATES, PC E-mail: mike@mjthelawyer.com In re Michael Bonert and Vivien Bonert Bankr. C.D. Cal. Case No. 19-20836 Chapter 11 Petition filed September 12, 2019 represented by: Alan W. Forsley, Esq. E-mail: alan.forsley@flpllp.com In re Daniel G. Rocawich Bankr. N.D. Fla. Case No. 19-40483 Chapter 11 Petition filed September 12, 2019 represented by: Byron Wright, III, Esq. BRUNER WRIGHT, P.A. E-mail: twright@brunerwright.com In re Carrie Jo Ferlicka Bankr. D. Mont. Case No. 19-60921 Chapter 11 Petition filed September 12, 2019 represented by: Gary S. Deschenes, Esq. DESCHENES & ASSOCIATES E-mail: gsd@dalawmt.com In re 494 E 96 Street Inc. Bankr. E.D.N.Y. Case No. 19-45469 Chapter 11 Petition filed September 12, 2019 Filed Pro Se In re Peter Kelly Bankr. S.D.N.Y. Case No. 19-23636 Chapter 11 Petition filed September 19, 2019 represented by: Scott B. Ugell, Esq. UGELL LAW FIRM, P.C. E-mail: Scott@UgellLaw.com In re Louis David Moore Bankr. E.D. Pa. Case No. 19-15685 Chapter 11 Petition filed September 12, 2019 represented by: Allen B. Dubroff, Esq. E-mail: allen@dubrofflawllc.com In re Larry E. Parrish P.C. Bankr. W.D. Tenn. Case No. 19-27269 Chapter 11 Petition filed September 12, 2019 See http://bankrupt.com/misc/tnwb19-27269.pdf represented by: Larry E. Parrish, Esq. PARRISH LAWYERS, P.C. E-mail: parrish@parrishandshaw.com In re Charles Kharouf Bankr. W.D. Tex. Case No. 19-31511 Chapter 11 Petition filed September 12, 2019 represented by: Aldo R. Lopez, Esq. RAY, MCCHRISTIAN & JEANS, P.C. E-mail: alopez@raylaw.com In re Anthony Afshin Kashani Bankr. C.D. Cal. Case No. 19-13571 Chapter 11 Petition filed September 13, 2019 Filed Pro Se In re Kristi M. Alfaro Bankr. W.D. Tex. Case No. 19-52187 Chapter 11 Petition filed September 12, 2019 represented by: Morris E. "Trey" White, III, Esq. VILLA & WHITE LLP E-mail: treywhite@villawhite.com In re M Tran Construction, Inc. Bankr. N.D. Cal. Case No. 19-51856 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/canb19-51856.pdf represented by: Mufthiha Sabaratnam, Esq. SABARATNAM AND ASSOCIATES E-mail: mufti@taxandbklaw.com In re Suncoast Arcade, Inc. Bankr. M.D. Fla. Case No. 19-08674 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/flmb19-08674.pdf represented by: Michael C. Markham, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS LLP E-mail: mikem@jpfirm.com In re Holland Fertilizer Company, Inc. Bankr. N.D. Ga. Case No. 19-42115 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/ganb19-42115.pdf represented by: Leon S. Jones, Esq. Thomas T. McClendon, Esq. JONES & WALDEN, LLC E-mail: ljones@joneswalden.com tmcclendon@joneswalden.com In re Inside Scoop, Inc. Bankr. S.D. Ind. Case No. 19-06825 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/insb19-06825.pdf represented by: Eric C. Redman, Esq. REDMAN LUDWIG PC E-mail: eredman@redmanludwig.com In re BBQ Chicken Don Alex, Inc. Bankr. E.D.N.Y. Case No. 19-45514 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/nyeb19-45514.pdf represented by: William R. Lizarraga, Esq. LIZARRAGA LAW FIRM, PLLC E-mail: wlizarraga@totallegalhelpteam.com In re Cecil Haynes Bankr. E.D.N.Y. Case No. 19-45522 Chapter 11 Petition filed September 13, 2019 represented by: Michael L. Previto, Esq. E-mail: mchprev@aol.com In re FE-FA Corporation Bankr. E.D.N.Y. Case No. 19-76327 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/nyeb19-76327.pdf represented by: Richard S. Feinsilver, Esq. E-mail: feinlawny@yahoo.com In re Remond Remodeling Co. Inc. Bankr. M.D. Pa. Case No. 19-03896 Chapter 11 Petition filed September 13, 2019 Filed Pro Se In re Raylyns Goodies To Go Bankr. M.D. Pa. Case No. 19-03899 Chapter 11 Petition filed September 13, 2019 Filed Pro Se In re Sadler Construction Company, Inc. Bankr. W.D. Pa. Case No. 19-70571 Chapter 11 Petition filed September 13, 2019 See http://bankrupt.com/misc/pawb19-70571.pdf represented by: Aurelius P. Robleto, Esq. ROBLETO KURUCE, PLLC E-mail: apr@robletolaw.com In re Kristi M. Alfaro Bankr. W.D. Tex. Case No. 19-52187 Chapter 11 Petition filed September 12, 2019 represented by: Morris E. "Trey" White, III, Esq. VILLA & WHITE LLP E-mail: treywhite@villawhite.com In re Kayode Curtis Powell Bankr. E.D. Cal. Case No. 19-25766 Chapter 11 Petition filed September 13, 2019 represented by: Arasto Farsad, Esq. In re John C. Fleming Bankr. S.D. Fla. Case No. 19-22244 Chapter 11 Petition filed September 13, 2019 represented by: Bradley S. Shraiberg, Esq. E-mail: bss@slp.law In re John B. Bulman, Sr. Bankr. E.D.N.C. Case No. 19-04230 Chapter 11 Petition filed September 13, 2019 represented by: Trawick H. Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. E-mail: efile@stubbsperdue.com In re Arlon L. Parish and Brenda Parish Bankr. D.N.M. Case No. 19-12122 Chapter 11 Petition filed September 13, 2019 represented by: Chris W. Pierce, Esq. Thomas D Walker, Esq. WALKER & ASSOCIATES, P.C. E-mail: cpierce@walkerlawpc.com twalker@walkerlawpc.com In re Trent Tyrell Berglin and Adrienne Lynn Berglin Bankr. C.D. Cal. Case No. 19-13587 Chapter 11 Petition filed September 16, 2019 represented by: Michael Jones, Esq. M JONES & ASSOCIATES, PC E-mail: mike@mjthelawyer.com In re Joshua James Sheade Bankr. D. Colo. Case No. 19-18000 Chapter 11 Petition filed September 16, 2019 represented by: Joshua Sheade, Esq. E-mail: joshua@berkencloyes.com In re Bretous Enterprise, LLC Bankr. S.D. Fla. Case No. 19-22339 Chapter 11 Petition filed September 16, 2019 See http://bankrupt.com/misc/flsb19-22339.pdf represented by: Marilyn L. Maloy, Esq. MALOY LAW GROUP, LLC E-mail: marilyn@maloylaw.com In re Mark Lynn Haas Bankr. W.D. Mo. Case No. 19-42387 Chapter 11 Petition filed September 16, 2019 represented by: Bradley D. McCormack, Esq. THE SADER LAW FIRM, LLC E-mail: bmccormack@saderlawfirm.com In re Parkton Inc. Bankr. D.N.J. Case No. 19-27669 Chapter 11 Petition filed September 16, 2019 See http://bankrupt.com/misc/njb19-27669.pdf Filed Pro Se In re Troy Langston Enterprises, LLC Bankr. N.D. Ala. Case No. 19-03797 Chapter 11 Petition filed September 17, 2019 See http://bankrupt.com/misc/alnb19-03797.pdf represented by: Stephen H. Jones, Esq. E-mail: shjlaw@gmail.com In re Simplicity Caterers, LLC Bankr. N.D. Ala. Case No. 19-82798 Chapter 11 Petition filed September 17, 2019 See http://bankrupt.com/misc/alnb19-82798.pdf represented by: Tazewell Shepard, Esq. Tazewell Taylor Shepard, IV, Esq. TAZEWELL SHEPARD, P.C. E-mail: taze@ssmattorneys.com ty@ssmattorneys.com In re Pepita Baysa Millan Bankr. N.D. Cal. Case No. 19-51884 Chapter 11 Petition filed September 17, 2019 represented by: John G. Downing, Esq. JOHN G. DOWNING, APC E-mail: john@downinglaw.com In re Choice Management, LLC Bankr. D. Del. Case No. 19-12055 Chapter 11 Petition filed September 17, 2019 Filed Pro Se In re Cameo Ellis Bankr. M.D. Fla. Case No. 19-06046 Chapter 11 Petition filed September 17, 2019 Filed Pro Se In re C & L Home Investment Inc. Bankr. S.D. Fla. Case No. 19-22403 Chapter 11 Petition filed September 17, 2019 See http://bankrupt.com/misc/flsb19-22403.pdf represented by: Peter D. Spindel, Esq. PETER SPINDEL, ESQ., PA E-mail: peterspindel@gmail.com In re William E. Dempsey, II and Amy D. Dempsey Bankr. D. Id. Case No. 19-01069 Chapter 11 Petition filed September 17, 2019 represented by: Jeffrey Philip Kaufman, Esq. LAW OFFICE OF D. BLAIR CLARK, PC E-mail: jeffrey@dbclarklaw.com In re Village Health Care Management, LLC Bankr. S.D. Ill. Case No. 19-60336 Chapter 11 Petition filed September 17, 2019 See http://bankrupt.com/misc/ilsb19-60336.pdf represented by: Roy J. Dent, Esq. DENT LAW OFFICE LTD E-mail: notices@dentlawoffices.com In re Master Lube #2, Inc. Bankr. W.D. La. Case No. 19-51093 Chapter 11 Petition filed September 17, 2019 See http://bankrupt.com/misc/lawb19-51093.pdf represented by: H. Kent Aguillard, Esq. H. KENT AGUILLARD E-mail: kaguillard@yhalaw.com In re Glenn Schacher Bankr. E.D.N.Y. Case No. 19-45579 Chapter 11 Petition filed September 17, 2019 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re Glenn Martin Rowen Bankr. D.S.D. Case No. 19-30027 Chapter 11 Petition filed September 16, 2019 represented by: Stan H. Anker, Esq. ANKER LAW GROUP, P.C. E-mail: sanker@rushmore.com In re Nicholas Warren McLain Bankr. S.D. Tex. Case No. 19-35211 Chapter 11 Petition filed September 16, 2019 represented by: Julie Mitchell Koenig, Esq. COOPER & SCULLY, PC E-mail: julie.koenig@cooperscully.com ********* 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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