/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/191114.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, November 14, 2019, Vol. 23, No. 317 Headlines 1011778 BC: Moody's Rates New Sr. Sec. Term Loan B 'Ba2' 219 SAGG: Equity Holder to Contribute $2.2M to Fund Plan Payments 24 HOUR FITNESS: Moody's Lowers CFR to Caa1, Outlook Stable 900 CESAR CHAVEZ: Rastegar Buying Austin Property for $10M 999 BRUSH CREEK: Gets Approval to Hire Peak Appraisal Services AAC HOLDINGS: Common Stock Will be Delisted from NSYE AAGS HOLDINGS: Robinson Brog Okayed as Bankruptcy Attorney ABC DEMOLITION: Gets Interim OK on Cash Collateral Use ADVANCED MICRO: Egan-Jones Hikes Senior Unsecured Ratings to B+ AMERICAN EQUITY: Fitch Gives BB(EXP) Rating on Series A Pref. Stock APPALACHIAN LIGHTING: Plan Confirmation Order Entered ASGN INC: Moody's Assigns Ba3 Rating on Proposed $500MM Sr. Notes ASGN INC: S&P Rates New $500MM Senior Unsecured Notes 'BB-' BARNEYS NEW YORK: Want to Reject Leases & Abandon Personal Property BIG RIVERS: Moody's Alters Outlook on $83.3MM Bonds Rating to Pos. BLACK DOG CHICAGO: Crane Simon Approved as Bankruptcy Counsel BLUE WATER: UST's Dismissal/Conversion Bid Denied BOWLERO CORP: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable BRETHREN HOME: Submits Revised Bid Procedures for Business/Property C.T.W. REALTY: Court Denies Approval of Disclosure Statement CARBONITE INC: S&P Puts 'B' ICR on Watch Pos. on OpenText Deal CASCADES INC: Moody's Rates New $300MM Sr. Unsec. Notes Ba3 CASCADES INC: S&P Affirms BB- Issuer Credit Rating; Outlook Stable COBALT COAL: Disclosure Statement Hearing Reset to January 9, 2020 COLLEGE OF NEW ROCHELLE: Gets Final OK on DIP, Cash Motion COMPLETE DISTRIBUTION: Unsecureds to be Paid Monthly for 5 Years COMPRESSION GENERATION: Seeks Permission to Use Cash Collateral COOL HOLDINGS: Shares Suspended & Will be Delisted from Nasdaq COOL HOLDINGS: Sol Global Has 6.47% Stake as of Oct. 29 CORVALLIS FEED: Nov. 14 Plan & Disclosure Hearing Set COVANTA HOLDING: Egan-Jones Lowers Senior Unsecured Ratings to B CVENT INC: Moody's Affirms B3 CFR, Outlook Stable DASA ENTERPRISES: Dec. 9 Disclosure Statement Hearing Set DEAN FOODS: Case Summary & 30 Largest Unsecured Creditors DEAN FOODS: S&P Lowers ICR to 'D' on Chapter 11 Filing DESTINATION MATERNITY: Committee Objects to Cash Collateral Motion DESTINATION MATERNITY: Landlord Objects to Cash Collateral Motion DESTINATION MATERNITY: Landlords, Businesses, Object to Cash Motion DESTINATION MATERNITY: Lease Managing Agent Objects to Cash Request DESTINATION MATERNITY: More Landlords Object to Cash Motion DESTINATION MATERNITY: Texas Tax Authorities Object to Cash Motion DIPLOMAT PHARMACY: Moody's Lowers Corp. Family Rating to Caa1 DOUBLE L FARMS: Dec. 16 Disclosure Statement Hearing Set DOYLE SUTTON: $541K Foreclosure Sale of Tennga Property Confirmed ENDEAVOR ENERGY: Moody's Rates $500MM Sr. Unsec. Notes B1 F&M TRUCKING: Plan & Disclosure Hearing Set for Dec. 12 FLAMINGO/TENAYA LLC: Trustee Hires Atkinson Law as Attorney FLEXOGENIX GROUP: Grobstein Teeple Defends Retroactive Employment FOREVER 21: Lazard Okayed as Investment Banker FOREVER 21: Retail Consulting Okayed as Real Estate Advisor FRANK INVESTMENTS: Auction of Cape May Property Approved FRICTIONLESS WORLD: Hires r2 Advisors as Financial Advisor FRICTIONLESS WORLD: Hires Thomas P. Howard as Special Counsel FRIENDSWOOD COMMERCIAL: $836K Sale of Friendswood Property Denied GEMSTONE SOLUTIONS: Hires O'Hagan Meyer as Conflict Counsel GENERAL ELECTRIC: Egan-Jones Lowers FC Senior Unsec. Rating to BB+ GO-GO'S GREEK GRILLE: Hires Buddy D. Ford, P.A. as Bankr. Counsel GOEASY LTD: S&P Rates New $500MM Senior Unsecured Notes 'BB-' GREGORY L. MOLDEN: Hires Delisha Boyd as Real Estate Broker GREGORY TE VELDE: Trustee's Auction of Surplus Vehicles & Eqpt. OKd HERITAGE HOTEL: Obtains Approval to Use Cash Until Nov. 18 HOLLAND FERTILIZER: Has OK on Cash Motion; Jan. 7 Final Hearing Set HOLLISTER CONSTRUCTION: Stark & Post Represent Three Entities HOUGHTON MIFFLIN: Fitch Assigns BB- Rating on New Secured Notes HOUGHTON MIFFLIN: Moody's Rates $350MM Sr. Sec. Notes 'B3' HOUGHTON MIFFLIN: S&P Rates New $350MM Senior Secured Notes 'B' HOVNANIAN ENTERPRISES: Moody's Lowers CFR to Caa2, Outlook Stable HVI CAT CANYON: Committee Hires Cole Schotz as Conflict Counsel ICON EYEWEAR: Case Dismissed; Cash Use Motion Moot IFRESH INC: Receives Noncompliance Notice from Nasdaq INSYS THERAPEUTICS: SEC Objects to Disclosure Statement J2 GLOBAL: S&P Rates Convertible Note Offering 'B+' JOHN HOANG TRIEN: Patrie Buying 244 Toledo Property for $77K JOHN HOANG TRIEN: Raines Buying 10205 Kellogg Property for $95K JOHN HOANG TRIEN: Unijob Buying 8915 Eclipse Property for $127K JOHN HOANG TRIEN: Zenith Buying 2905 Piedras Property for $58K JOHN HOANG TRIEN: Zenith Buying 5637 Sherbrooke Property for $58K JOHN HOANG TRIEN: Zenith Buying 8957 Mount Shasta Property for $58K K&D INDUSTRIAL: Plan & Disclosure Hearing Reset to Dec. 6 KBR INC: Moody's Raises CFR to Ba3, Outlook Stable LAMAR INVESTMENT: Hires U.S. Title Guaranty as Auctioneer LATTICE SEMICONDUCTOR: Egan-Jones Hikes Sr. Unsec. Ratings to B LONGVIEW POWER: S&P Affirms 'CCC' Rating on Senior Secured Debt LUCKY BUMS SUBSIDIARY: Hires Shimanek Law as Bankr. Legal Counsel LUIS ROSALES: $1M Sale of North Las Vegas Property Approved MARVIN B. NGWAFON: Seeks to Hire Richard B. Rosenblatt as Counsel MERCY HOSPITAL: Moody's Alters Outlook Ba3 Rev. Bonds to Positive NAUGHTON PLUMBING: Gets Approval to Hire Financial Consultant NC SPECIAL POLICE: Hires Sasser Law Firm as Counsel NICHOLAS L. HUGENTOBLER: Dec. 10 Disclosure Hearing Set NNN 400: Fee Shifting Sanctions on Counsel Upheld NOSCE TE IPSUM: Seeks to Hire Tamarez CPA as Accountant NUVECTRA CORPORATION: Case Summary & 20 Top Unsecured Creditors OCEANEERING INT'L: Egan-Jones Lowers Sr. Unsecured Ratings to BB- OLMA XXI INC: Seeks to Hire Alla Kachan P.C. as Counsel OPTIMIZED LEASING: Seeks to Hire Ainsworth as Litigation Counsel OUTFRONT MEDIA: Moody's Rates New $500MM Unsec. Note Due 2030 'B1' OUTFRONT MEDIA: S&P Rates $500MM Senior Unsecured Notes 'BB-' PACIFIC DENTAL: Moody's Assigns B2 CFR, Outlook Stable PACIFIC DENTAL: S&P Assigns 'B-' ICR; Outlook Stable PACIFIC DRILLING: S&P Affirms 'CCC+' ICR; Outlook Negative PENGROWTH ENERGY: Reports 3rd Quarter Net Loss of C$119.9 Million PG&E CORPORATION: Lamb & Kawakami Updates California Counties PLANTRONICS INC: S&P Cuts ICR to BB- on Revised Full-Year Guidance PLAYTIKA HOLDING: S&P Assigns 'B+' ICR; Outlook Stable PONCE REAL ESTATE: Ordered to File Amended Plan & Disclosures PREMIERE ORTHO-PEDO: Taps Richard B. Rosenblatt as Legal Counsel PULMATRIX INC: Appoints Life Sciences Executive Batycky to Board RADER LODGE: Jan. 16 Auction Sale of Mitchell County Property Set RANGE RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to BB- RIVORE METALS: Committee Taps Brooks Wilkins as Legal Counsel ROC-IT DRYWALL: Wants Until Nov. 22 to File Plan & Disclosures ROVIG MINERALS: Seeks Approval to Hire Bankruptcy Attorneys ROVIG MINERALS: Seeks Approval to Hire Special Counsel RR DONNELLEY: Egan-Jones Lowers Senior Unsecured Ratings to C SABERT CORP: Moody's Assigns B2 CFR, Outlook Stable SAGE & SWIFT: Seeks Court Approval to Hire Consultant SAMM SOLUTIONS: Cash Collateral Stipulation with Bank Not Approved SCIENTIFIC GAMES: Moody's Rates New $1.2BB Sr. Unsec. Notes Caa1 SCIENTIFIC GAMES: S&P Rates New $1.2BB Senior Unsecured Notes 'B-' SCOTTY'S HOLDINGS: Tacos Buying Alcoholic Beverage Permit for $40K SEACOR HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to B SEALED AIR: Moody's Rates Sr. Unsec. Notes Ba3, Outlook Stable SMARTER TODDLER: Court OKs Cash Collateral Pact with Secureds SOTERA HEALTH: Moody's Rates $2.1BB First Liem Term Loan 'B2' STAR CHAIN: Seeks to Hire Rountree Leitman as Co-Counsel STAR CHAIN: Seeks to Hire Wiggam & Geer as Co-Counsel STV GROUP: Moody's Assigns B2 Corp. Family Rating, Outlook Stable SWEET WOLVERINE: Smith and Smith Approved as Bankr. Counsel TATUNG COMPANY: Gets Interim OK on Cash Motion Thru Dec. 10 TROUSDALE US AUSSIE: Hires Danning Gill as Bankruptcy Counsel TWIN PINES: Dec. 4, 2019 Plan & Disclosuress Hearing Set TWITTER INC: Egan-Jones Lowers Sr. Unsec. Ratings to BB- UGI INTERNATIONAL: Moody's Affirms Ba1 CFR, Outlook Stable UNIVAR SOLUTIONS: Fitch Assigns BB+ Rating on New USD Term Loan B-5 USI INC: Moody's Affirms B3 Corp. Family Rating, Outlook Stable VARTEK LLC: $500K Sale of Assets to AVG Approved VLADAN MILOSAVLJEVIC: Appeals Court Rules on Curtis Claim XEROX CORP: S&P Affirms BB+ Issuer Credit Rating; Outlook Negative YCO TULSA: Trustee Seeks to Hire Tomlins Law as Counsel ZEBRA TECHNOLOGIES: Egan-Jones Hikes FC Sr. Unsec. Rating to BB+ ZUMOBI INC: Unsecureds to Get 25% to 33% Under Plan [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1011778 BC: Moody's Rates New Sr. Sec. Term Loan B 'Ba2' -------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to 1011778 B.C. Unlimited Liability Co.'s proposed term loan B. All other ratings of 1011778 B.C. remain unchanged as a result of repricing and paydown of its term loan B. This includes the company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 senior secured first lien bank credit facility ratings, Ba2 senior secured first lien note ratings, and B2 secured second lien notes rating. 1011778 B.C.'s SGL-1 Speculative Grade Liquidity Rating and Tim Hortons Inc.'s B1 senior unsecured legacy notes rating also remain unchanged. The outlook is stable. 1011778 B.C. is in the process of amending and extending its senior secured 1st lien Term Loan B credit facility. The amendment includes, but is not limited to extending the maturity to 2026 from 2024, lowering its libor spread and reducing its libor floor. In addition, the company will be paying down approximately $1.5 billion of the Term Loan B to $4.6 billion from $6.1 billion. To fund this paydown the company will use approximately $500 million of revolver borrowings as well as the proceeds from $1.0 billion of other debt (non-first lien) to be issued over the next couple of days. The transaction is debt neutral and is credit positive due to the reduction in interest expense. Assignments: Issuer: 1011778 B.C. Unltd Liability Co. Senior Secured Term Loan B, Assigned Ba2 (LGD3) RATINGS RATIONALE 1011778 B.C. benefits from its brand recognition and meaningful scale in terms of systemwide units of the company's three concepts, Burger King, Popeyes and Tim Hortons. The company credit profile is supported by its franchised focused business model that provides more stability to earnings and cash flow, diversified day part and food offerings, and very good liquidity. The company is constrained by its relatively high leverage and modest retained cash flow to debt, as well as the high level of promotional activities by competitors and a value focused consumer that will continue to pressure same store operating performance. Corporate governance risks at 1011778 B.C. is low given its diversified board structure and consistent operating track record. In addition, 3G Restaurant Brands Holdings LP, an affiliate of private investment firm 3G Capital Partners, Ltd has continued to reduce its ownership in the company to approximately 32% of the combined voting power with respect to 1011778 B.C.'s parent company Restaurant Brands International. The stable outlook reflects Moody's expectations that 1011778 B.C. will maintain its consistent operating performance that will result in a steady improvement in credit metrics while profitably growing the breadth, depth and reach of its restaurant base and will maintain very good liquidity. Factors that could result in an upgrade include a sustained strengthening of debt protection metrics with debt to EBITDA of around 5.0 times and EBIT coverage of interest of around 3.0 times. A higher rating would also require the company's commitment to preserving credit metrics during periods of operating difficulties and to maintain very good liquidity. Factors that could result in a downgrade include debt to EBITDA rising above 5.75 times or EBIT to interest dropping to 2.5 times on a sustained basis. 1011778 B.C. Unlimited Liability Company, owns, operates and franchises over 18,000 Burger King hamburger quick service restaurants, more than 4,880 Tim Hortons restaurants and over 3,190 Popeyes restaurants. Annual revenues are around $5.4 billion, although systemwide sales are over $33 billion. 3G Restaurant Brands Holdings LP, owns approximately 32% of the combined voting power with respect to RBI and is affiliated with private investment firm 3G Capital Partners, Ltd. The principal methodology used in this rating was Restaurant Industry published in January 2018. 219 SAGG: Equity Holder to Contribute $2.2M to Fund Plan Payments ----------------------------------------------------------------- Debtor 219 Sagg Main LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a first amended plan of reorganization and disclosure statement. Holders of allowed unsecured claims will receive cash in the full amount of their unsecured claims from the equity contribution and any rents generated from the Debtor's property, payable in 7 installments. Provided however that if the Property is sold, the holders of allowed unsecured claims will receive on the Effective Date their pro-rata share of the remaining sale proceeds after payment is made in full to administrative claims, priority tax claims, and the allowed Atalaya secured claim. The Debtor's 100% equity holder is 219 Sagg Main Inv LLC. The members of 219 Sagg Main Inv LLC are Yael Ringel and Ringel Children Trust 1. The Plan provides for the equity holder of the Debtor to make an equity contribution in the amount of $2,200,000 and additional amounts when necessary to fund certain Plan payments. The Debtor will also procure a DIP Loan, in the amount of $650,000, to pay for certain capital improvements and repairs to the property as well as the operational costs of the Property post-confirmation. In exchange for the Equity Contribution, 219 Sagg Main Inv LLC will keep its interests in the Debtor. In the event the ability to fund the $2,200,000 Equity Contribution is not evidenced at the Disclosure Statement Hearing, or at such other time as directed by the Court, the Property shall be sold pursuant to this Plan and Section 363(b) of the Bankruptcy Code and in full and final satisfaction, release and discharge of the Allowed Atalaya Secured Claim, Atalaya shall receive payment on account of the Allowed Atalaya Secured Claim from the sale proceeds. A full-text copy of the Amended Disclosure Statement dated Oct. 29, 2019, is available at https://tinyurl.com/yxkgton5 from PacerMonitor.com at no charge. The Debtor is represented by: SHAFFERMAN & FELDMAN LLP Joel M. Shafferman, Esq. 137 Fifth Avenue, 9th Fl. New York, New York 10010 Tel: 212-509-1082 About 219 Sagg Main LLC 219 Sagg Main LLC owns a real property located at 219 Sagaponack Main Street, Sagaponack, N.Y. 219 Sagg Main sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-11444) on May 3, 2019. The case was eventually transferred from the Manhattan divisional office to the White Plains divisional office and was assigned a new case number (Case No. 19-20004). At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. The case is assigned to Judge Robert D. Drain. Shafferman & Feldman LLP is the Debtor's legal counsel. 24 HOUR FITNESS: Moody's Lowers CFR to Caa1, Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded 24 Hour Fitness Worldwide, Inc.'s ratings including its Corporate Family Rating to Caa1 from B2, Probability of Default Rating to Caa1-PD from B2-PD, first lien bank credit facilities to B2 from Ba3 and senior unsecured notes to Caa2 from Caa1. The outlook is stable. The downgrade follows the weaker than expected EBITDA forecasts for the full year 2019 and 2020 as a result of a decrease in new member sales conversion and higher attrition rates. These factors contributed to a sizable decline in membership count and an acceleration in comparable club revenue declines in the third quarter. Moody's believes competition will make it challenging to quickly restore conversion to levels achieved prior to the EVO implementation, and reduce attrition. Based upon the revised EBITDA expectations, Moody's now forecasts that funded debt/EBITDA (excluding operating leases) will peak at about 8.2x in the middle of 2020 and EBITA/interest expense (excluding operating leases) will fall to 0.3x. This level of leverage and coverage would make it challenging for 24 Hour Fitness to refinance its existing debt on economic terms barring a material improvement in EBITDA. The two notch downgrade to Caa1 acknowledges the significant challenge 24 Hour Fitness faces to improve both EBITDA and credit metrics in the second half of 2020 and in early 2021 when it will need to address approaching maturities. This includes the need to very quickly address the customer service in the clubs, the heightened competition from the budget gym operators and other smaller more local chains as well as the ongoing expense pressures. 24 Hour Fitness operates in the most highly competitive mid-tier price point within the fitness club sector which has felt the most pressure from the budget gym formats and consumers have numerous options from which to choose. Currently, 24 Hour Fitness' $837 million term loan has a springing maturity to March 2022 from May 2025, three months prior to the June 2022 maturity of its $500 million unsecured notes if more than $100 million of the notes remain outstanding. The two notch downgrade also acknowledges the erosion in 24 Hour Fitness' liquidity as a result of lower than expected cash balances and a higher reliance on its $120 million revolving credit facility. Downgrades: Issuer: 24 Hour Fitness Worldwide, Inc. Corporate Family Rating, Downgraded to Caa1 from B2 Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Gtd Senior Secured First Lien Term Loan, Downgraded to B2 (LGD2) from Ba3 (LGD2) Gtd Senior Secured First Lien Revolving Credit Facility, Downgraded to B2 (LGD2) from Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: 24 Hour Fitness Worldwide, Inc. Outlook, Remains Stable RATINGS RATIONALE The Caa1 CFR reflects Moody's forecasts that 24 Hour Fitness' EBITDA will decline further resulting in funded debt/EBITDA (excluding operating leases) peaking at 8.2x while EBITA/interest expense (excluding operating leases) will erode to 0.3x. The CFR also acknowledges 24 Hour Fitness' high regional concentration in expensive labor and rent markets with about 50% of its clubs located in California which has resulted in a continued increase in its operating expense level per club. The CFR is constrained by 24 Hour Fitness concentration in the mid-tier price point which faces the most intense and challenging competitive pressures against the budget clubs and smaller local clubs in the fitness club sector. It also is constrained Moody's view that the highly fragmented and competitive fitness club sector has high business risk given its low barriers to entry, exposure to cyclical discretionary consumer spending, high attrition rates and the trend towards budget gym memberships. However, 24 Hour Fitness' credit profile is supported by its well-recognized brand name in core markets, and adequate liquidity that provides some time to address the weak operating performance. Moody's also expects a moderate level of industry growth both from economic expansion in the US over the next twelve to eighteen months as well as from longer term trends such as the aging of the US population, the apparent under penetration of fitness clubs and the increased awareness of the importance of fitness. The stable outlook reflects that the Caa1 CFR already incorporates Moody's projection for further EBITDA declines through the first two quarters of 2020. The outlook also reflects that 24 Hour Fitness' adequate liquidity - largely provided by its revolving credit facility and lack of any debt maturities until the earliest of March 2022 -- creates some flexibility to execute turnaround strategies. Given the expectation for further weakness in operating performance, an upgrade is unlikely at the present time. However, ratings could be upgraded should operating metrics meaningfully strengthen including comparable club revenue, new membership conversion and attrition rates. An upgrade would also require EBITDA reaching a level such the EBITA/interest expense is likely to be sustained above 1.0x even after factoring in any higher cost of capital associated with refinancing the 2022 debt maturities. Ratings could be downgraded should 24 Hour Fitness fail to demonstrate an improvement in new member conversion levels, attrition rates, and earnings. A deterioration in liquidity or increase in the likelihood of a distressed exchange or other default could also lead to a downgrade. Headquartered in San Ramon, California, 24 Hour Fitness Worldwide, Inc. is a leading operator of fitness centers in the US. As of September 30, 2019, the company operated 448 clubs serving approximately 3.4 million members across 13 states and 23 markets, predominantly in California, Texas and Colorado. For the twelve months ended September 30, 2019, revenue was about $1.5 billion. In May 2014, 24 Hour Fitness was acquired by affiliates of AEA Investors LP, Fitness Capital Partners and Ontario Teachers' Pension Plan for a total purchase price of approximately $1.8 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. 900 CESAR CHAVEZ: Rastegar Buying Austin Property for $10M ---------------------------------------------------------- 900 Cesar Chavez, LLC, and affiliates ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property commonly known as 7400 South Congress Avenue, Austin, Texas to Rastegar Property Co., LLC for $10 million, free and clear of any interest. Nate Paul, Founder of World Class Capital Group ("WCCG"), is a successful real estate entrepreneur very active in the Austin market—one of the hottest real estate markets in the country. An affiliated holding company of WCCG, World Class Holdings XI, LLC, is the sole member of each of the Debtors. The Debtors acquired the Lots in separate transactions around September of 2018 in open-market transactions. They paid approximately 32% of the combined purchase price for the Lots up front and financed the remaining amount with U.S. Real Estate Credit Holdings III-A ("Original Lender") pursuant to their loan agreement dated Sept. 21, 2018, secured by a deed of trust and a first lien note in the original principal amount of $22,932,250. In addition to the roughly 32% down payment, the Debtors also paid approximately $1.35 million to the Original Lender to hold as an interest reserve account. The Debtors used the loan to finance approximately 68% of the purchase price of the following properties throughout Austin ("Lots"): a) Debtor 5th and Red River, LLC purchased a 0.60 acre (26,508 SF) development site located at the intersection of 5th Street & Red River Street in the Central Business District of Austin, Texas. The 5th and Red Property has no height restrictions and qualifies for a floor-to-area ratio of 25:1 resulting in excess of 662,000 developable square feet. The 5th and Red Property is currently used as a surface parking lot leased to Hospitality Parking, and also includes an approximately 10,000 square foot freestanding building. Based on recent comparable sales, this property is valued in excess of $25 million. b) Debtor 900 Cesar Chavez, LLC purchased 900 & 904 East Cesar Chavez Street, a 0.56 acre (24,293 SF) parcel of undeveloped land located in the rapidly-developing East Submarket of Austin, Texas. The parcel is located just outside of Austin’s CBD at the corner of East Cesar Chavez and IH-35. The 900 Chavez Property is a highly attractive development site and is zoned for commercial mixed-use. Based on recent comparable sales, this property is valued in excess of $5 million. c) Debtor 905 Cesar Chavez, LLC purchased 905 & 907 East Cesar Chavez Street, a 0.30 acre (13,016 SF) parcel of undeveloped land located in the rapidly-developing East Submarket of Austin, Texas. The parcel is located just outside of Austin's CBD on East Cesar Chavez Street with visibility from Interstate 35 and in close proximity to the Plaza Saltillo development. The 905 Chavez property is a highly attractive development site and is zoned for commercial mixed-use. The Property is currently unimproved. Based on recent comparable sales, this property is valued in excess of $2.6 million. d) Debtor 7400 South Congress, LLC purchased a three-parcel property combining to form a 7.5 acre (327,775 SF) development site located on South Congress Avenue. The South Congress Property has development rights as-of-right to develop 327,775 square feet. The South Congress Property is currently unimproved. Based on recent comparable sales, the South Congress Property is valued at $10 million and is under contract for that amount. Since purchasing the Lots, each has increased in value and is now the combined value of the Lots is estimated to be worth approximately $42.6 million. Put differently, the Lots are now worth more than double the current principal balance owed under the Note. Just last week, a property one block away from the 5th and Red Property sold for $104 million or approximately $1,471 per square foot. The Debtors anticipate that with the pending sale of the South Congress Property that the Note will be paid down by close to 60%. With respect to the remaining Lots, the Debtors intend to reorganize around these properties, either through additional sales or refinancing. As a single asset real estate debtor, the Debtors are permitted certain statutory time frames to accomplish these goals. The Successor Lender is adequately protected through a significant equity cushion and the pending sale of the South Congress Property as proof of the likelihood of a positive outcome despite the recalcitrance of the Successor Lender. Debtor 7400 South Congress, LLC owns the 7400 South Congress. Prior to the Petition Date, the Debtor entered into a sales contract with Rastegar for the sale of the Property to the Purchaser. The Contract provides for a purchase price of $10 million. The Sale will enable the Debtors to make a substantial payment -- over half the outstanding principal balance -- to ATX Lender 5, LLC ("Lender") in furtherance of the Debtors' efforts towards a successful emergence from chapter 11. The Debtors, therefore, believe the Sale is in their best interests, their estates, and their creditors. The Debtors have an opportunity to sell the Property that they purchased for $3.5 million just over a year ago for $10 million. Although the outstanding principal is approximately $17.5 million and the proceeds of the Sale will not completely extinguish the Note, the Sale will allow the Debtors to pay down approximately 60% of the outstanding principal balance while the Successor Lender will still maintain its lien on the Debtors remaining properties -- properties with a combined estimated fair market value of over $32 million. The Debtors submit that the proposed Sale of 25% of its assets to pay down approximately 60% of the secured debt while still retaining secured assets valued at approximately $32 million insures that the Successor Lender is adequately protected. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/qpo5q39 The Purchaser: RASTEGAR PROPERTY CO., LLC 1705 S. Capital of Texas Hwy Suite 320 Austin, TX 78746 E-mail: ari@rastegarequitypartners.com About 900 Cesar Chavez 900 Cesar Chavez, LLC, is engaged in renting and leasing real estate properties. The Debtors are Single Asset Real Estate entities (as defined in 11 U.S.C. Section 101(51B)). 900 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11527), the Lead Case, and its affiliates, 905 Cesar Chavez, LLC (Bankr. W.D. Tex. Case No. 19-11528), 5th and Red River, LLC (Bankr. W.D. Tex. Case No. 19-11529), and 7400 South Congress, LLC (Bankr. W.D. Tex. Case No. 19-11530), sought Chapter 11 protection on Nov. 4, 2019. The cases are assigned to Judge Tony M. Davis. In the petition signed by Brian Elliott, corporate counsel, 900 Cesar Chavez, LLC estimated asses in the range of $1 million to $10 million, and $10 million to $50 million in debt. The Debtors tapped Evan J. Atkinson, Esq., and Morris D. Weiss, Esq., at Waller Lansden Dortch & Davis LLP as counsel. 999 BRUSH CREEK: Gets Approval to Hire Peak Appraisal Services -------------------------------------------------------------- 999 Brush Creek Road, LLC received approval from the U.S. Bankruptcy Court for the District of Colorado to hire Peak Appraisal Services, Inc. The firm will conduct an appraisal of the Debtor's real property located at 999 and 1001 Brush Creek Road, Aspen, Colo. It will also provide court testimony and market analysis of the property. Susan Ebert-Stone, the firm's appraiser who will be providing the services, will be paid a flat fee of $4,000 for the preparation of the appraisal report and a retainer of $2,300 against which she will charge $300 an hour for court time and $200 an hour for preparation. Ms. Ebert-Stone disclosed in court filings that she and her firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Peak Appraisal can be reached through: About 999 Brush Creek Road 999 Brush Creek Road LLC, a privately held company engaged in activities related to real estate, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 19-16888) on Aug. 12, 2019. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. The case is assigned to Judge Joseph G. Rosania Jr. The Debtor tapped John D. LaSalle, Esq., as its bankruptcy attorney. AAC HOLDINGS: Common Stock Will be Delisted from NSYE ----------------------------------------------------- The New York Stock Exchange notified the Securities and Exchange Commission of its intention to remove the entire class of common stock of AAC Holdings, Inc. from listing and registration on the Exchange on Nov. 25, 2019, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the NYSE. The Exchange reached its decision pursuant to Section 802.01B of the Listed Company Manual because the Company fell below the continued listing standard requiring a listed company to maintain an average global market capitalization over a consecutive 30 trading day period of at least $15 million. The Exchange, on Oct. 25, 2019, determined that the Common Stock of the Company should be suspended from trading, and directed the preparation and filing with the Commission of this application for the removal of the Common Stock from listing and registration on the NYSE. The Company was notified by phone and letter on Oct. 25, 2019. Trading in the Common Stock was suspended at the close of the market on Oct. 25, 2019. The Company had a right to appeal to a Committee of the Board of Directors of the Exchange the determination to delist the Securities, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. The Company did not file such request within the specified time period. About AAC Holdings Headquartered in Brentwood, Tennessee, AAC Holdings, Inc. -- http://www.americanaddictioncenters.com/-- is a provider of inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction and co-occurring mental/behavioral health issues. In connection with its treatment services, the Company performs clinical diagnostic laboratory services and provide physician services to its clients. As of Dec. 31, 2018, the Company operated 11 inpatient substance abuse treatment facilities located throughout the United States, focused on delivering effective clinical care and treatment solutions across 1,080 inpatient beds, including 700 licensed detoxification beds, 24 standalone outpatient centers and 4 sober living facilities across 471 beds for a total of 1,551 combined inpatient and sober living beds. AAC Holdings reported a net loss of $66.71 million for the year ended Dec. 31, 2018, compared to a net loss of $17.38 million for the year ended Dec. 31, 2017. As of June 30, 2019, AAC Holdings had $463.06 million in total assets, $462.61 million in total liabilities, $27.37 million in total stockholders' equity, and a noncontrolling interest of $26.92 million. BDO USA, LLP, in Nashville, Tennessee, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 12, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has incurred a loss from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. * * * In March 2019, S&P Global Ratings lowered the issuer credit rating on AAC Holdings Inc. to 'CCC' from 'B-' and said the outlook is negative. According to S&P, the downgrade reflects escalated risk of a default and risk that AAC's liquidity will not be sufficient over the next 12 months, primarily due to the $30 million term loan maturing in about one year. Moody's Investors Service downgraded the corporate family rating rating of AAC Holdings, parent company of American Addiction Centers, Inc., to 'Caa2' from 'B3'. The downgrade to 'Caa2' reflects AAC's very weak third quarter results and lower guidance for the rest of 2018, as reported by the TCR on Nov. 16, 2018. AAGS HOLDINGS: Robinson Brog Okayed as Bankruptcy Attorney ---------------------------------------------------------- AAGS Holdings LLC sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Robinson Brog Leinwand Greene Genovese & Gluck P.C. effective October 10, 2019, to provide legal services in connection with this case. The Debtor needs a firm with specific expertise in Chapter 11 reorganizations to guide it through the intricacies of the Chapter 11 process. Robinson Brog has successfully shepherded numerous debtors through Chapter 11 reorganizations before this and other courts and the Debtor believes that Robinson Brog is well qualified to represent it in this case. The professional services to be rendered by Robinson Brog in this case shall include, but shall not be limited to: (a) Providing advice to the Debtor with respect to its powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; (b) Negotiating with creditors of the Debtor, preparing a plan of reorganization and taking the necessary legal steps to consummate a plan, including, if necessary, negotiations with respect to financing a plan; (c) Appearing before the various taxing authorities to work out a plan to pay taxes owing in installments; (d) Preparing on the Debtor's behalf necessary applications, motions, answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents; (e) Appearing before this Court to protect the interests of the Debtor and its estate, and representing the Debtor in all matters pending before this Court; (f) Performing all other legal services for the Debtor that may be necessary; and (g) Assisting the Debtor in connection with all aspects of this chapter 11 case. Robinson Brog attests it is a "disinterested person" as that term is defined by the Bankruptcy Code. Robinson Brog represents no interest materially adverse to the Debtor, its estate, its creditors, or its equity holders. To the best of the Debtor's knowledge, information and belief, Robinson Brog has no connection with the Debtor (except that Robinson Brog has represented the Debtor prior to the Petition Date), its creditors, any other party-in-interest, its respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee, and will not, at any time, represent any other entity in connection with this case. The firm may be reached at: A. Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue New York, NY 10022 About AAGS Holdings AAGS Holdings LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-13029) on Sept. 20, 2019. Robinson Brog Leinwand Greene Genovese & Gluck P.C. is the Debtor's counsel. AAGS Holdings is a a limited liability company currently under contract to purchase the real property located at 23-10 Queens Plaza South, Queens, New York. The property is currently owned by QPS 23-10 Development LLC ("Seller"). The Debtor and Seller entered into an Agreement of Purchase and Sale dated July 17, 2019 (the "APS") to sell the Property to the Debtor for a purchase price of $27,500,000, with closing scheduled for Sept. 20, 2019. The Debtor's emergency filing was precipitated by the Debtor's need for additional time to consummate the APS with the Seller and to avoid losing its rights under the APS and its $100,000 deposit. ABC DEMOLITION: Gets Interim OK on Cash Collateral Use ------------------------------------------------------ Judge Cynthia C. Jackson of the Bankruptcy Court for the Middle District of Florida authorized ABC Demolition, on an interim basis, to use cash collateral through Nov. 14, 2019. Secured Creditors, including Complete Business Solutions Group, Inc. d/b/a Par Funding, is granted a perfected post-petition lien against Cash Collateral to the same extent and with the same validity and priority as their respective prepetition liens, without the need to file or execute any documents, the Court rules. A copy of the Interim Order and the Budget is available for free at: https://is.gd/e10sbS A hearing will continue on Nov. 14, 2019 at 2 p.m. About ABC Demolition, Inc. Based in Deland, Florida, ABC Demolition, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-06838) on October 18, 2019, listing under $1 million in both assets and liabilities. Kenneth D Herron, Jr. at Herron Hill Law Group, PLLC represents the Debtor as counsel. ADVANCED MICRO: Egan-Jones Hikes Senior Unsecured Ratings to B+ --------------------------------------------------------------- Egan-Jones Ratings Company, on November 8, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Advanced Micro Devices Incorporated to B+ from B. Advanced Micro Devices, Inc. is an American multinational semiconductor company based in Santa Clara, California that develops computer processors and related technologies for business and consumer markets. AMERICAN EQUITY: Fitch Gives BB(EXP) Rating on Series A Pref. Stock ------------------------------------------------------------------- Fitch Ratings assigned an expected 'BB (EXP)' rating to American Equity Investment Life Holding Company's proposed issuance of series A perpetual preferred stock. AEL's and its operating subsidiaries' ratings are unaffected by the action. KEY RATING DRIVERS AEL intends to issue $350 million of fixed rate perpetual preferred stock, the proceeds of which will be used to pay down eight outstanding subordinated debentures with a face value of approximately $170 and for general corporate purposes. Based on its rating criteria, Fitch anticipates assigning 100% equity credit to the preferred stock for purposes of calculating financial leverage ratios. AEL's pro-forma financial leverage is expected to improve as a result of the retirement of the subordinated notes and Fitch's assignment of 100% equity credit to the preferred stock. Fitch anticipates that financial leverage will be around 17% at YE 2019, which falls within rating expectations for the company. Fitch also expects that fixed-charge coverage will remain within rating expectations going forward. The series A preferred stock has no maturity, dividends are noncumulative, and the company has the option to defer them at their discretion. The series A securities rank above AEL's common stock and are subordinated to the company's outstanding senior unsecured notes. Due to the lack of mandatory deferral features, Fitch views the securities as having "minimal" non-performance risk as defined in Fitch's criteria. The preferred stock is notched down by three from AEL's Issuer Default Rating (IDR), with two notches for "poor" recovery expectations, consistent with standard criteria assumptions for subordinated holding company securities in a ring-fenced regulatory environment, and one notch for "minimal" non-performance risk consistent with criteria standards for hybrid notching. RATING SENSITIVITIES Upgrade Sensitivities: AEL's ability to achieve a higher Insurer Financial Strength (IFS) rating is constrained by the company's limited diversity of earnings and cash flow given a heavy focus on fixed indexed annuities. However, AEL could overcome this constraint with continued improvement in capitalization, as evidenced by a Prism score well into the 'Strong' category on a sustained basis, financial leverage below 15% and improved operating results and stable investment quality. Downgrade Sensitivities: Factors that could lead to a downgrade include a reduction in capitalization that results in a Prism score in the low range of 'Adequate' and an RBC ratio below 325%, financial leverage above 25%, a sustained deterioration in operating results such that interest coverage is below 5x, or a significant increase in lapse/surrender rates. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. APPALACHIAN LIGHTING: Plan Confirmation Order Entered ----------------------------------------------------- On Oct. 24, 2019, the U.S. Bankruptcy Court for the Western District of Pennsylvania entered findings of fact, conclusions of law and an order confirming the First Amended Chapter 11 plan of reorganization of debtor Appalachian Lighting Systems, Inc. Judge Gregory L. Taddonio ordered that: * The Debtor is eligible for relief under section 109 of the Bankruptcy Code. * The Plan, the Disclosure Statement, the Disclosure Statement Order, the ballots for voting on the Plan, the Confirmation Hearing Notice, the Plan Supplement, and the other materials distributed by the Debtor in connection with Confirmation of the Plan were transmitted and served in compliance with Bankruptcy Rules. * Class 1 is impaired. The Class 1 Claim of Synapse Wireless, Inc. has been allowed as an Allowed Secured Claim and shall be paid in accordance with the terms approved pursuant to the Bankruptcy Court's Order Approving A Settlement with Synapse Wireless, Inc. * On the Effective Date, except for liens expressly provided to be retained pursuant to the Plan or Exit Facility Documents, all mortgages, deeds of trust, liens or other security interests against the property of any Debtor will be fully released and discharged, and all of the right, title and interest of any Holder of such mortgages, deeds of trusts, liens or other security interests, including any rights to any collateral thereunder, will revert to Reorganized Debtor. * The Confirmation Order contains modifications to the Plan that were made to address objections and informal comments received from various parties-in-interest. Modifications to the Plan since the entry of the Disclosure Statement Order, if any, are consistent with the provisions of the Bankruptcy Code. A full-text copy of the Plan Confirmation Order dated Oct. 24, 2019, is available at https://tinyurl.com/y5yzpbur from PacerMonitor.com at no charge. The Debtor is represented by: Daniel A. DeMarco Christopher B. Wick HAHN LOESER & PARKS LLP 200 Public Square, Suite 2800 Cleveland, Ohio 44114 Telephone: (216) 621-0150 Facsimile: (216) 241-2824 E-mail: dademarco@hahnlaw.com cwick@hahnlaw.com - and - Kirk B. Burkley 707 Grant Street, Suite 2200 Gulf Tower Pittsburgh, PA 15219-1900 Telephone: (412) 456-8108 Facsimile: (412) 456-8135 E-mail: kburkley@bernsteinlaw.com About Appalachian Lighting Systems Founded in 2007, Appalachian Lighting Systems, Inc. --http://www.alled.co/-- specializes in the development and manufacturing process of solid-state lighting (SSL). The company makes solid-state lighting solutions for small and large area outdoor and indoor applications. These fixtures are engineered to deliver at least 150,000 hours of maintenance-free operation and to provide 70 to 90 percent energy savings compared to the traditional lights they replace. The company is based in Ellwood City, Pennsylvania, where it designs, engineers and manufactures its product. Appalachian Lighting Systems, based in Ellwood City, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24454) on Nov. 3, 2017. In the petition signed by James J. Wassel, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Gregory L. Taddonio oversees the case. Robert O Lampl, Esq., at the Law Office of Robert Lampl, serves as bankruptcy counsel. ASGN INC: Moody's Assigns Ba3 Rating on Proposed $500MM Sr. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the ASGN Incorporated's proposed $500 million senior notes and Ba1 rating to the new $250 million revolving credit facility. Moody's also upgraded the company's Probability of Default Rating to Ba2-PD from Ba3-PD and the senior secured first lien term loan due 2025 to Ba1 from Ba2. Concurrently, Moody's affirmed ASGN's Ba2 Corporate family rating. The outlook is stable. The Speculative Grade Liquidity Rating is unchanged at SGL-1. The proceeds from the $500 million senior unsecured notes due 2028 will be used to fully repay company's term loan B due 2022 and outstandings under its existing revolving credit facility , to repay a portion of term loan B due 2025, pay related fees and expenses and for general corporate purposes. As a part of the transaction, the company is upsizing the revolving credit facility to $250 million from $200 million and extending its maturity to November 2024 from April 2023. The company also intends to reprice its existing term loan B due 2025 to L+175 from L+200. Moody's view the transaction as credit positive because it diversifies company's capital structure and extends its debt maturity profile. An upsized revolver bolsters ASGN's already very good liquidity and capability to pursue its growth strategy. Moody's nevertheless affirmed ASGN's Ba2 rating as the it is expected to remain acquisitive, which will cause variability in its credit metrics and create ongoing integration risk. Also, the absence of well-articulated financial policy acts as a constraint. The upgrade of the senior secured first lien term loan due 2025 to Ba1 reflects the introduction of unsecured debt in the capital structure that provides loss absorption support for the senior secured notes. Thus, the recovery prospects for the secured debt improves in a default scenario. The current rating on term loan due 2022 and existing revolver maturing in 2023 is not affected and will be withdrawn upon closing. Assignments: Issuer: ASGN Incorporated Senior Secured First Lien Revolving Credit Facility, Assigned Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Upgrades: Issuer: ASGN Incorporated Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Senior Secured First Lien Term Loan, Upgraded to Ba1 (LGD2) from Ba2 (LGD3) Affirmations: Issuer: ASGN Incorporated Corporate Family Rating, Affirmed Ba2 Outlook Actions: Issuer: ASGN Incorporated Outlook, Remains Stable RATINGS RATIONALE ASGN's Ba2 CFR reflects the company's leading position in the professional staffing services sector, large operating scale in the fragmented industry, and focus on high bill rate skills that drives its low double-digit EBITDA margins and strong free cash flow. ASGN's credit metrics including adjusted debt/EBITDA of 2.5x and FCF/debt of above 20% for the 12 months ended September 30 2019 strongly position the company within its Ba2 rating category. However, the rating is constrained by the historic variability in these credit metrics due to debt-funded acquisitions with leverage increasing as high as above 4.0x. ASGN focus on highly skilled professional and the current low employment rates could present challenges in maintaining a large pool of candidates and bill/pay spread that drives its gross margins. The rating is constrained by the company's aggressive acquisitive growth strategy that has led to periodic increases in leverage and highly competitive and volatile nature of the staffing industry. The stable outlook reflects Moody's expectation that adjusted debt/EBITDA will remain close to 2.5x, absent any debt-funded acquisition, and liquidity will remain strong over the next 12-18 months. The SGL-1 liquidity rating reflects ASGN's very good liquidity supported by cash balance of $67.5 million, expectation of continued free cash flow generation and availability under its new $250 million revolving credit facility due 2024. Moody's expects the company to generate over $200 million of free cash flow over the next 12-18 months. The rating could be upgraded if company's revenue and earnings growth remains strong such that debt-to-EBITDA is sustained below 2.5x and free cash flow to debt is above 15% through the economic cycle. The rating could be downgraded if company's revenue and earnings decline, Debt-to-EBITDA remains above 3.5x, free cash flow to debt falls below 8% and company adopts more aggressive including additional leveraging acquisitions prior to debt reduction, or debt-financed dividends or share repurchases. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ASGN Incorporated, headquartered in Calabasas, California, a publicly traded company, is a leading professional staffing firm, specializing in the technology, engineering and life sciences, and creative/digital functions. The company generated $3.8 billion of revenue for the twelve months ended September 30, 2019. ASGN INC: S&P Rates New $500MM Senior Unsecured Notes 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to IT staffing company ASGN Inc.'s proposed $500 million senior unsecured notes due 2028. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. ASGN plans to use the net proceeds from the proposed notes to repay the $218 million currently outstanding under the term loan due 2022 and pay down $273 million of the term loan B due 2025. S&P also raised its issue-level rating on ASGN's senior secured debt to 'BBB-' from 'BB' and revised its recovery rating to '1' from '3'. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%) for lenders in the event of a payment default. The upgrade reflects greater recovery coverage for secured lenders given the reduction in overall secured debt. In addition to the notes offering, ASGN plans to reprice its term loan B due 2025, and amend its credit agreement to upsize the revolving credit facility commitment by $50 million to $250 million and extend the maturity by two years to 2024. All other ratings, including S&P's 'BB' issuer credit rating and stable outlook, on ASGN Inc. are unchanged. S&P views the transaction as leverage neutral and expect adjusted debt to EBITDA of around 2x for the next 12 months, absent another sizeable debt-financed acquisition. It expects ASGN will continue to make tuck-in acquisitions and increase share repurchases with free cash flow over the next 12 months. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- Following the new debt issuance, ASGN 's capital structure will consist of a senior secured class (consisting of a $250 million revolving credit facility maturing in 2024 and $514 million outstanding under the term loan B maturing in 2025), and senior unsecured class (the new $500 million senior notes maturing in 2028). -- S&P's simulated default scenario contemplates a default in 2024 stemming from aggressive expansion of the company's larger competitors into the IT staffing subsector, declining profitability because of competitive pricing conditions, or a sharp decline in demand for IT staffing services. -- ASGN is the borrower of the senior secured and unsecured debt facilities. The senior secured debt facilities benefit from a first priority perfected lien on all assets and stock of ASGN and its guarantors, and a pledge of 65% of the capital stock of each first-tier foreign subsidiary. -- In the event of a default, S&P believes the company's lenders would pursue a reorganization to maximize recoveries, given its meaningful presence in the U.S. IT staffing business. Therefore, the rating agency valued the company on a going concern basis using a 6x multiple applied to our projected emergence-level EBITDA. The multiple is in line with multiples applied to competitors, such as IG Investments Holdings LLC. -- S&P assumes the company's $250 million revolving credit facility is approximately 85% drawn at default, less any outstanding letters of credit. Simulated default assumptions -- Simulated year of default: 2024 -- EBITDA at emergence: about $143 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $815 million -- Senior secured debt: $745 million -- Value available for senior secured debt claims: $815 million -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Senior unsecured notes claims: $513 million -- Value available for senior unsecured debt claims: $72 million -- Recovery expectations: (10%-30%; rounded estimate: 10%) Note: All debt amounts include six months of prepetition interest. BARNEYS NEW YORK: Want to Reject Leases & Abandon Personal Property ------------------------------------------------------------------- Barneys New York, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to (i) authorize them to reject unexpired leases of real property, including any guaranties thereof and any amendments, modifications, or subleases thereto for nonresidential real property located at the premises set forth on Schedule 1; and (b) authorize their abandonment of certain equipment, fixtures, furniture, or other personal property that may be located at the premises and not otherwise transitioned to another store location. Both rejection of Leases and abandonment of Personal Property to be effective as of the date the Debtors have surrendered the premises to the landlord via delivery of the keys, key codes, or alarm codes to the premises, as applicable, to the applicable lease counterparty, or, if not delivering such keys or codes, providing notice that the landlord may re-let the premises. The Debtors have rejected 16 unexpired leases of real property as part of their ongoing restructuring efforts. They've continued to operate their remaining stores in the ordinary course, conducted a comprehensive sale and marketing process, and ultimately consummated a value-maximizing sale of substantially all of their assets to ABG-Barneys, LLC and B. Riley Financial, Inc. The Purchasers have not yet elected to assume certain of the Debtors' remaining Leases. Pursuant to the asset purchase agreement, the Purchasers may designate any contract or lease listed on Schedule 2.8(a) of the APA that has not otherwise been assumed and assigned or rejected for either assumption and assignment to the Purchaser or a third party designee or rejection. The Debtors ask to reject their corporate headquarters Lease as set forth on Schedule 1. The other Leases ("Remaining Leases") may be designated in accordance with the APA. Prior to assuming or rejecting a Remaining Lease, the Debtors will serve a notice setting forth the proposed treatment, applicable objection deadline, and, if necessary, hearing schedule. Rejection of the Leases nunc pro tunc to the date that the Debtors surrender the applicable premises is warranted under the facts and circumstances and consistent with prior orders of the Court. The relief requested herein will help the Debtors reduce any unnecessary expenses arising under vacant premises and otherwise facilitate the orderly and efficient wind-down of their estates. Accordingly, the Debtors respectfully ask the Court to grant the relief sought. A copy of the Schedules 1 attached to the Motion is available for free at: https://tinyurl.com/u62zsnb About Barneys New York Barneys New York -- https://www.barneys.com/ -- is a creative destination for modern luxury retail, entertainment and dining. Barneys is renowned for being a place of discovery for some of the world's leading designers, and for creating the most discerning edit across women's and men's ready-to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and home. Barneys' signature creativity and style comes to life through its innovative concepts and experiences, imaginative holiday campaigns, famed window displays, and exclusive activations. Barneys also operates its iconic restaurants, Freds at Barneys New York, serving an Italian-inspired and contemporary American menu within four of its flagship stores. Barneys New York, Inc., and four affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 19-36300) in Poughkeepsie, N.Y. The cases are assigned to Judge Cecelia G. Morris. Barneys disclosed $457 million in assets and $377 million in liabilities as of July 6, 2019. The Debtors tapped Kirkland & Ellis LLP as legal advisor, Houlihan Lokey as financial advisor, M-III Partners, L.P., as restructuring advisor, and Katten Muchin Rosenman LLP as conflicts counsel. Bankruptcy Management Solutions, Inc., which conducts business under the name Stretto, is the claims agent. BIG RIVERS: Moody's Alters Outlook on $83.3MM Bonds Rating to Pos. ------------------------------------------------------------------ Moody's Investors Service affirmed the senior secured rating of Ba1 on $83.3 million of County of Ohio, Kentucky Pollution Control Refunding Revenue Bonds and concurrently revised the rating outlook to positive from stable. RATINGS RATIONALE "The rating action for the bonds previously issued by the county on behalf of Big Rivers Electric Corporation (BREC) primarily reflect the increased likelihood that the recently signed long-term contract for future sales of up to 200 megawatts (MW) to Nucor Corporation (Baa1 stable) by 2022 will, subject to requisite approvals by the Kentucky Public Service Commission (KPSC) and the US Department of Agriculture's Rural Utilities Service (RUS), further advance BREC's strategies to realign its capacity supply and load profile in a credit positive and more sustainable way", said Kevin Rose, Vice President-Senior Analyst. "The contract with Nucor when combined with already contracted sales of capacity that will continue to be phased in through 2022 coupled with the prevailing credit supportive regulatory environment should allow BREC to sustain the trend of strengthening financial metrics", Rose added. BREC is also pursuing additional credit supportive strategies which mitigates future refinancing risk relating to two long-term debt issues with bullet maturities due in 2023 and 2031 and seeks assurances for cost recovery relating to its increasing regulatory assets in a rate neutral manner through regulatory filings with the KPSC. From a financial performance perspective, a credit supportive regulatory environment in Kentucky, cost mitigation strategies and contracted sales of excess capacity are driving stronger financial performance for BREC, including funds from operations (FFO) coverage of interest and debt of 1.9x and 4.4%, respectively, for FY 2018 compared to 1.8x and 4.0%, respectively, for FY 2017 and 1.5x and 2.2%, respectively in FY 2016. Because of these efforts, BREC is able to maintain ample liquidity. BREC's credit quality continues to recognize the cost plus nature of the cooperative model which generally allows for cost recovery from its members, but this credit benefit is tempered in this case because BREC's rates are regulated by the KPSC, which is atypical for the generation and transmission cooperative sector. That said, BREC has a good working relationship with the KPSC as demonstrated by the credit supportive rate case decisions rendered in 2013 and 2014 to establish revenue requirements and electric rates that are proving to be sufficient to maintain BREC's financial integrity. BREC has also been making good progress towards replacing the roughly two-thirds of its annual energy sales, just under 60% of its system demand and in excess of 60% of its annual revenues previously derived from the contracts it had with two aluminum smelters. BREC's progress in reducing its excess capacity situation created by the loss of the smelters' load is attributable to both supply-side and demand-side strategies, as well as reducing staff and controlling other expenses where feasible and without compromising reliability. BREC's supply side initiatives included idling 443 MW of its coal-fired capacity at the Coleman plant in May 2014 and, more recently, terminating its longstanding operating agreement with Henderson Municipal Power & Light, KY (HMPL; Baa1 stable) which led to closure of the HMPL Station Two plant on January 31, 2019. The latter strategy reduced BREC's capacity by eliminating its rights to about 187 MW of competitively challenged coal-fired capacity from the HMPL Station Two plant. The KPSC approval of a settlement agreement to facilitate an end to the operating agreement established a times interest earned ratio (TIER) credit, which allows BREC to apply any 2019 and 2020 margins in excess of a 1.45 TIER as an initial amortization of its regulatory asset balance. The current net book value of the Coleman plant is about $181 million, including about $73 million of environmental control equipment and BREC has a remaining net investment of about $90 million in the HMPL Station Two plant on its books. While these amounts loom as potential write-off risks to BREC's common equity, the cooperative can mitigate the risk though the TIER credit in place. BREC is also pursuing other strategies to establish further assurance for recovery of the remaining costs from its customers over a multi-year period as a regulatory asset through a rate case or accounting order proceeding likely to be filed with the KPSC not later than early 2020. Since June 2019, BREC has advanced plans to add up to 250 MW of solar capacity through a request for proposal process, which would add some renewable resources into the historically coal-heavy capacity and energy portfolio and a portion of the solar capacity is intended to help serve as a dedicated resource for the Nucor load in the future. BREC's demand-side strategies include securing medium-term contracts for the sale of capacity and energy from its fleet to load serving municipal-distribution entities in Nebraska and Kentucky, making short-term off system sales and participating in the capacity markets. In another credit positive development during March 2019, Nucor announced plans to construct a steel plate manufacturing mill in the Meade County Rural Electric Cooperative Corporation's (Meade County) service territory. Meade County is one of BREC's three member-owner distribution cooperatives and in September 2019, Meade County, BREC and Nucor all signed a long-term power purchase agreement that will add about 200 MW of load by 2022 to be served by BREC, effectively establishing Nucor as one of Meade County's members. The Nucor plant also provides additional economic stimulus within the service territory. The Nucor contract, which is still subject to various regulatory approvals, would add to the three nine-year contracts BREC already has in place to sell capacity and energy to three Nebraska entities which will grow to about 85 MW to the Nebraska load-serving entities. Power being provided under the Nebraska contracts began in 2018 and is scheduled to reach full output by 2022. BREC also has executed a 10-year contract to transmit as much as 100 MW from its coal-fired Wilson Station to Kentucky Municipal Energy Agency and sales to KyMEA began in May 2019. Additionally, in June 2018, the City of Owensboro awarded its full-requirements contract, approximating 180 MW to BREC, which together with its other supply side efforts, helps to further balance BREC's generation capacity and load requirements. The contract with the City of Owensboro covers a term from June 2020 through December 2026 to provide the municipal utility's full annual energy requirements estimated at 825,000 megawatt hours with an annual peak load of about 155 MW, net of its 25 MW SEPA contract. Setting aside the still idled Coleman capacity and considering the effects of terminating the operating agreement with HMPL, BREC has just under 1,200 MW of capacity and awaits the outcome of its RFP for up to 250 MW of solar capacity. This level of capacity compares with average member peak load of 650 MW, and when combined with additional aforementioned contracted capacity sales of about 550 MW phasing in through 2022 and allocating about 250 MW for an approximate 15% reserve margin, moves BREC very close to achieving supply and demand balance. BREC maintains ample liquidity to support its credit quality. BREC's existing cash on hand and internally generated cash flow is primarily supplemented with a good quality $100 million syndicated senior-secured credit agreement with five banks, led by National Rural Utilities Cooperative Finance Corporation (NRUCFC), which expires in September 2020. BREC plans to negotiate prior to the expiration date for either an amend and extend agreement or a new facility for at least the same amount and under similar terms and conditions for at least a three-year term. As of June 30, 2019, BREC had a cash and temporary investments balance of about $48.8 million and had $92.3 million available under the NRUCFC credit agreement. BREC has manageable debt maturities over the next eight quarters, which are largely comprised of scheduled amortizations of long-term debt to be paid at a rate of roughly $8.0 million-$10 million per quarter. The NRUCFC credit agreement has no ongoing material adverse change clause, but does include a specific interest coverage covenant, which largely mirrors the covenant that exists in its mortgage indenture. The NRUCFC agreement also separately requires BREC to maintain a minimum equity balance at each fiscal quarter-end and year-end of $375 million plus 50% of the cooperative's cumulative positive net margins for each of the preceding fiscal years, beginning with the fiscal year ended December 31, 2015. BREC is comfortably in compliance with these covenants. BREC also has RUS approval for loans to be funded no later than December 2023 which would provide reimbursement for certain transmission asset investments already made and to refinance half of its Series B Note which has a $245.5 million balloon payment due in December 2023, while it intends to repay the other half with cash. Additional refinancing strategies are likely to include a reoffering of its $83.3 million of County of Ohio, Kentucky Pollution Control Refunding Revenue Bonds (Big Rivers Electric Corporation Project) in July 2020 to achieve an estimated net present value of $20 million interest expense savings. The pollution control bonds have a July 2020 call date. Rating Outlook The positive rating outlook reflects a prevailing credit supportive regulatory environment and BREC's improving prospects for sustaining its financial metrics at the stronger levels attained during 2016-18 while continuing to achieve better than expected progress in reducing its significant excess capacity created by the lost smelters load several years ago. The positive outlook also considers BREC's good prospects for reducing refinancing risk and limited new debt financing needs during the next three years, and incorporates the likelihood that the smelters will continue to operate and that the Nucor load will materialize, thereby providing support for the local economy, including employment levels. What Could Change the Rating -- Up A rating upgrade is possible if credit supportive regulatory treatment remains intact and there is future regulatory support for cost recovery of the increasing regulatory asset account which would avoid potential future write-offs while maintaining reasonably competitive rates. Achieving further successful financial results through ongoing strategies to mitigate refinancing risk and to create better alignment of its capacity supply and load profile on a sustainable basis could also contribute to upward rating pressure. A rating upgrade is possible if BREC can achieve even stronger metrics to balance its unique business risks; for example, FFO coverage of interest and debt improving to 2.4x and in a range of 6%-7%, respectively, with the debt service coverage (DSC) ratio tracking at close to 1.2x or better on a sustainable basis. What Could Change the Rating -- Down A negative rating action is unlikely in the next two years because of the positive outlook. However, a negative rating action could result if there was a shift to a less credit supportive regulatory environment or if liquidity unexpectedly deteriorates. The pressure for a negative rating action would also increase if substantial and timely assurance for recovery of environmental compliance costs and increasing regulatory assets over time do not occur as anticipated under the KPSC approved environmental cost recovery mechanism and future KPSC regulatory proceedings. A scenario under which either or both of the smelters discontinued operations or if the Nucor Corporation load does not materialize would be credit negative because of the potential residual negative effects on the local economy. In terms of metrics, FFO to debt and DSC ratios below 4% and 1.2x, respectively, for a sustained period would pressure the rating. Big Rivers Electric Corporation is an electric generation and transmission cooperative headquartered in Henderson, Kentucky and owned by its three member system distribution cooperatives— Jackson Purchase Energy Corporation; Kenergy Corp; and Meade County Rural Electric Cooperative Corporation. These member system cooperatives provide retail electric power and energy to approximately 116,000 residential, commercial, and industrial customers in 22 Western Kentucky counties. The principal methodology used in this rating was US Electric Generation & Transmission Cooperatives published in August 2018. BLACK DOG CHICAGO: Crane Simon Approved as Bankruptcy Counsel ------------------------------------------------------------- Black Dog Chicago, LLC, seeks permission from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Scott R. Clar and Arthur G. Simon and the law firm of Crane, Simon, Clar and Dan, as attorneys in this bankruptcy case. The Debtor says it is necessary to employ the firm and have the aid of duly qualified counsel to render these professional services: a. To prepare necessary applications, motions, answers, orders, adversary proceedings, reports, and other legal papers. b. To provide the Debtor with legal advice with respect to its rights and duties involving its property, as well as its reorganization efforts; c. To appear in court and to litigate whenever necessary; and d. To perform any and all other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of this bankruptcy case. Prior to the filing of this Chapter 11 case, CSCD was paid $35,000 as an advance payment retainer for its representation of the Debtor in this bankruptcy case and matters relating thereto. A total of $7,072 was expended and applied by CSCD prior to the Petition Date, leaving a total pre-petition retainer of $27,928. To the best of Debtor's knowledge, CSCD does not hold any interest adverse to the Debtor or its estate in the matters upon which they are to be engaged. Employment of CSCD is in the best interests of the Debtor and this estate. About Black Dog Chicago Based in Lyons, Illinois, Black Dog Chicago, LLC, as successor by merger to Black Dog Chicago Corp. -- http://www.blackdogcorp.com-- is a petroleum distribution firm offering gasoline, diesel, oils, lubricants, alternative fuels, hauling, and asphalt concrete. Black Dog Chicago filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 19-28245) on October 28, 2019, and is represented by Scott R. Clar, Esq. and Arthur G. Simon, Esq. at the law firm of Crane, Simon, Clar and Dan. Judge Janet S. Baer presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Amit Gauri, sole manager and majority membership holder. BLUE WATER: UST's Dismissal/Conversion Bid Denied ------------------------------------------------- On Oct. 16, 2019, the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, convened a continued hearing on approval of the proposed disclosure statement of Debtor Blue Water Powerboats, Inc. On Oct. 4, 2019, the U.S. Trustee filed her Motion to dismiss or convert the case to Chapter 7 and the Court previously set a hearing on the Motion for Nov. 5, 2019. On Oct. 24, 2019, Judge Mindy A. Mora denied the Motion and the hearing scheduled for Nov. 5, 2019, is canceled and it is further ordered that any non-Debtor plan and related disclosure statement must be filed no later than Nov. 4, 2019. The Court set it will not grant an extension of the plan and disclosures deadline. About Blue Water Powerboats Blue Water Powerboats, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21113) on September 10, 2018. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Mindy A. Mora oversees the case. The Debtor tapped David Lloyd Merrill, Esq., at The Associates, as its legal counsel. BOWLERO CORP: S&P Affirms 'B' Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on Bowlero Corp. and its 'B' issue-level rating on the company's first-lien credit facility. The recovery rating on the debt remains '3'. Through its borrower subsidiary Kingpin Intermediate Holdings LLC, Bowlero is adding $105 million in incremental debt to its first-lien term loan due 2024. S&P has assumed the company will use proceeds for potential opportunistic acquisitions and to fund transaction fees. The affirmations reflect S&P's assumption the company will acquire EBITDA generating assets over the near term, which will partially offset the increased debt. Depending upon the amount of cash deployed for acquisitions, the acquisition multiple paid, and the date potential future acquisitions close, S&P projects pro forma lease and preferred stock adjusted debt to EBITDA would be in the 7x-7.5x range in fiscal 2020 ended June. The rating agency expects pro forma adjusted debt to EBITDA will improve modestly compared to this range in fiscal 2021 due to EBITDA growth. The rating affirmation does not include the possibility that the company pays a distribution to its controlling financial sponsor owner. The stable outlook reflects S&P's expectation for stable operating performance and its belief that Bowlero will acquire EBITDA-generating assets with proceeds from the incremental debt issuance. Depending upon the amount of cash deployed for acquisitions, the acquisition multiple paid, and the date potential future acquisitions close, S&P expects lease and preferred stock adjusted debt to EBITDA to range from 7x-7.5x in fiscal 2020, with moderate improvement in fiscal 2021 due to anticipated EBITDA growth. This should provide adequate cushion compared to the rating agency's 7.5x downgrade threshold. In addition, the stable outlook incorporates S&P's belief that the company will not use debt issuance proceeds for shareholder distributions. "We could lower the rating if operating performance deteriorates (likely driven by decreases in demand for bowling or unexpected center conversion challenges) such that adjusted debt to EBITDA stays above 7.5x, or we believe adjusted EBITDA coverage of interest expense would decline and stay below 1.5x, excess cash flow turns negative, or a covenant violation becomes likely. Similarly, we could lower the rating if the company takes a more aggressive posture toward shareholder returns or acquisitions," S&P said. "While unlikely in the near term, we could raise the rating if we believe the company's financial sponsor would maintain adjusted leverage below 5x and adjusted EBITDA coverage of cash interest expense above 2x, while continuing to generate positive free cash flow. We would also need to believe the company can continue to successfully execute on its strategy of rebranding existing centers and growing revenues and cash flows," the rating agency said. BRETHREN HOME: Submits Revised Bid Procedures for Business/Property ------------------------------------------------------------------- Brethren Home of Girard, Illinois, doing business as Pleasant Hill Village, filed with the U.S. Bankruptcy Court for the Central District of Illinois a supplement to its proposed bidding procedures in connection with the auction sale of its 48 independent and assisted living apartments and 19 acres of tillable farmland and other real estate improved with a now closed nursing home facility and parking lots. The Debtor provides the Revised Bidding Procedures to show revised bidding and auction deadlines following the hearing scheduled on the underlying Motion, to supplement it. The salient terms of the Revised Bidding Procedures are: a. Bid Deadline: Dec. 10, 2019 at 5:00 p.m. b. Initial Bid: TBD c. Deposit: 5% of proposed purchase price d. Auction: Dec. 17, 2019 at 2:00 p.m. (CT) at TBD e. Bid Increments: $50,000 f. Buyer's Premium: 5% of the High Bid A copy of the Revised Bidding Procedures attached to the Supplement is available for free at: https://tinyurl.com/s9vqzrb About Brethren Home of Girard, Illinois Brethren Home of Girard, Illinois -- http://pleasanthillvillage.org/-- owns an independent and assisted living facility known as Pleasant Hill Residence, which houses 48 apartments. Brethren Home is a non-profit organization founded in 1905 as a ministry of the Church of the Brethren. Brethren Home sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 19-70990) on July 10, 2019. In the petition signed by its president, Allen Krall, the Debtor disclosed assets in the amount of $6,513,700 and debts in the amount of $4,144,550. Judge Mary P. Gorman oversees the case. R. Stephen Scott, Esq., at Scott & Scott, P.C., is the Debtor's counsel. Hilco Real Estate Auctions, LLC, is real estate consultants and advisors to the Debtor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. C.T.W. REALTY: Court Denies Approval of Disclosure Statement ------------------------------------------------------------ In the Chapter 11 case of C.T.W. Realty Corp, the U.S. Bankruptcy Court for the Southern District of New York on Sept. 12, 2019, held a hearing to consider C.T.W. Realty Corp.'s motion for approval of the Disclosure Statement, the objection of Wilmington Trust, N.A., and the Debtor's reply to the objection. On Oct. 29, 2019, Judge Mary Kay Vyskocil denied the relief requested in the motion for the reasons stated at the hearing. About C.T.W. Realty Corp. C.T.W. Realty Corp. is a single asset real estate company which was formed for the ownership and management of that certain commercial property located at 55-59 Chrystie Street, New York, NY 10002. On May 6, 2019, Wilmington Trust, N.A., as Trustee for the Benefit of the Holders of LCCM2017-LC26 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-LC26, filed Motion To Excuse Compliance By Receiver With 11 U.S.C. Sec. 543. On June 4, 2019, the Court entered an order granting the Receiver Motion. C.T.W. Realty Corp., based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-11425) on May 1, 2019. In the petition was signed by Gary M. Tse, president, the Debtor estimated $10 million to $50 million in both assets and liabilities. Steven B. Smith, Esq., at Herrick Feinstein LLP, serves as bankruptcy counsel to the Debtor. CARBONITE INC: S&P Puts 'B' ICR on Watch Pos. on OpenText Deal -------------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit rating on Boston-based Carbonite Inc. and all issue-level ratings on the firm's senior secured credit facilities on CreditWatch with positive implications. The CreditWatch placement is based on Carbonite's announcement that it has agreed to be acquired by OpenText Corp. for approximately $1.4 billion. Although this transaction may raise leverage at OpenText, S&P expects to rate the consolidated entity higher than the 'B' rating on Carbonite. S&P will monitor developments related to the announced acquisition and expect to resolve the CreditWatch when the transaction closes. CASCADES INC: Moody's Rates New $300MM Sr. Unsec. Notes Ba3 ----------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Cascades Inc.'s proposed $300 million senior unsecured notes due 2025, $300 million senior unsecured notes due 2027 and C$175 million senior unsecured notes due 2024. Cascades intends to use the net proceeds of this offering to refinance existing debt. The company's Ba2 corporate family rating, Ba2-PD probability of default rating, Baa3 senior secured bank credit facility rating and Ba3 senior unsecured debt rating were affirmed. The speculative grade liquidity rating was unchanged at SGL-2 and the rating outlook remains stable. "The refinancing is leverage neutral and the affirmation of Cascades' existing ratings reflects our expectations that company's leverage (adjusted Debt to EBITDA) will remain around 3.5x following the integration of several recent acquisitions", said Ed Sustar, Senior Vice President with Moody's. Assignments: Issuer: Cascades Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Affirmations: Issuer: Cascades Inc. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Secured Revolving Credit Facility, Affirmed Baa3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) Issuer: Cascades USA Inc. Senior Secured Term Loan, Affirmed Baa3 (LGD2) Senior Secured Revolving Credit Facility, Affirmed Baa3 (LGD2) Outlook Actions: Issuer: Cascades Inc. Outlook, Remains Stable RATINGS RATIONALE Cascades (Ba2 CFR) benefits from its: (1) strong position as one of the leading North American producers of recycled paper packaging and tissue products; (2) focus in two businesses that have relatively stable end market demand; (3) good liquidity; and (4) adjusted leverage of 3.7x (June 2019, not pro forma) is expected to improve towards 3.5x over the next 12 to 18 months as earnings grow from the full year earnings impact of several recent acquisitions. Cascades is constrained by: (1) weak operating margins in its tissue business; (2) volatile fiber costs; (3) a tendency to conduct small debt-financed acquisitions; and (4) the company's vulnerability to larger and financially stronger competitors. The new unsecured notes are rated Ba3, one notch below the CFR due to subordination to the company's senior secured debt, in accordance with Moody's loss-given-default methodology. Cascades has good liquidity (SGL-2), with about C$660 million of liquidity to cover C$100 million of short term bank loans and the current portion of long term debt. Liquidity consists of C$138 million of cash and about C$500 million of availability (as of September 2019, pro forma for the November 2019 refinancing) on a C$750 million revolving credit facility that matures July 2023. Moody's expects that Cascades' will generate about C$25 million free cash flow over the next 12 months. Moody's expects the company will remain well within its financial covenants (debt to capitalization ratio of no more than 65% and an interest coverage ratio to be no less than 2.25 to 1.0). Most of the company's assets are encumbered. The stable rating outlook reflects its view that operating earnings will improve over the next 12 to 18 months, mainly from the flow through of the full 12 month impact of several recent acquisitions. Moody's expects paper packaging prices will be 4% lower in 2020 vs 2019 and tissue prices will remain flat at current levels. As a manufacturing company, Cascades is moderately exposed to environmental risks, such as air and water emissions, and social risks, such as labor relations and health and safety issues. The company has established expertise in complying with these risks, and has incorporated procedures to address them in their operational planning and business models. Governance risk is low, as Cascades is a public company with clear and transparent reporting. Cascades' is currently above its public net leverage target of less than 2.5x, and Moody's expects that the company will direct most of its free cash flow towards debt reduction. Factors that could lead to an upgrade: -- the company's retained cash flow to adjusted debt is sustained at or above 20% (18% as of June 2019) -- the ratio of adjusted debt to EBITDA is sustained at or below 3x (3.7x as of June 2019) -- consolidated EBITDA margins approach 16% (12% as of June 2019) Factors that could lead to a downgrade: -- the company's retained cash flow to adjusted debt is sustained below 10% (18% as of June 2019) -- the company total adjusted debt to EBITDA are sustained above 4.5x (3.7x as of June 2019) -- consolidated EBITDA margins sustained below 10% (12% as of June 2019) The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Headquartered in Kingsey Falls, Quebec, Canada, Cascades Inc. is a leading North American producer of recycled paper packaging (about 70% of sales) and tissue products (30% of sales). The company generated June 2019 LTM sales of $3.7 billion. CASCADES INC: S&P Affirms BB- Issuer Credit Rating; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB-' issuer credit rating on Cascades Inc. following the company's announcement that it is proposing to issue new unsecured notes to refinance 2021 and 2022 notes as well as repay a portion drawn on its asset-based revolving credit (ABL) facility. At the same time, S&P assigned its 'BB-' issue-level rating and '4' recovery rating to Cascades' proposed notes issuance. The rating agency also affirmed its 'BB+' issue-level rating, with a '1' recovery rating, on the company's senior secured debt (ABL), and its 'BB-' issue-level rating, with a '4' recovery rating, on the company's existing senior unsecured notes. Cascades is proposing to issue new unsecured notes to repay bank debt used to fund its Orchids Paper Products acquisition, and refinance certain of its outstanding unsecured notes. The transaction is leverage neutral and improves the company's maturity profile. The company is proposing to issue C$175 million of 2025 notes, US$300 million of 2026 notes, and US$300 million of 2028 notes. Proceeds will be used to repay C$250 million of 2021 notes and US$400 million of 2022 notes, with the balance used to repay a portion of the amount drawn on the ABL facility. S&P continues to estimate Cascades' adjusted debt-to-EBITDA to be in the high 3x area in 2019 and 2020. It expects the company to generate higher earnings and cash flows over this period. However, the rating agency believes higher gross debt levels related to Cascades' Orchids acquisition, and limited free cash flow generation due to high growth spending will limit improvement in its credit measures. The stable outlook reflects S&P's expectation that in 2019 and 2020 Cascades will sustain adjusted debt-to-EBITDA in the high 3x area. It expects EBITDA to improve in 2019 and 2020, driven by increasing cash flows from the packaging and tissue segments. However, S&P does not expect material improvement in credit measures, given its expectation for continued softness in the containerboard segment and high capital spending that will limit free cash flow generation. The outlook and rating incorporate the rating agency's expectation for periods of volatility in input costs and packaging prices. "We could lower the rating if, over the next 12 months, we expect adjusted debt-to-EBITDA to trend toward 5x, with limited prospects of improvement. In our view, this could occur if EBITDA and cash flow generation come under pressure from increased input costs or lower selling prices in containerboard," S&P said, adding that leverage could also increase above its threshold if capital expenditures increase materially beyond its expectations or the company raises debt to fund acquisitions. "We could upgrade Cascades if, over the next 12 months, we expect continued improvement in the company's operating performance, combined with lower debt that would enable the company to sustain adjusted debt-to-EBITDA below 3.5x. In this scenario, we would expect Cascades to demonstrate a commitment to maintaining credit measures consistently at this level," S&P said. The rating agency would also expect containerboard prices, input costs, and the company's capital expenditures to remain about in line with its assumptions. COBALT COAL: Disclosure Statement Hearing Reset to January 9, 2020 ------------------------------------------------------------------ The hearing to consider the approval of the Disclosure Statement for debtor Cobalt Coal, LLC scheduled for Dec. 5, 2019, has been continued to Jan. 9, 2020, at 10:30 a.m. in the U.S. District Courtroom, U.S. Courthouse, 180 West Main Street, Abingdon, Virginia 24210. Nov. 29, 2019, is fixed as the deadline to file written objections of the Disclosure Statement. About Cobalt Coal LLC Cobalt Coal, LLC, a producer of metallurgical coal headquartered in Wise, Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 19-70149) on Jan. 31, 2019. At the time of the filing, the Debtor disclosed $1,100,002 in assets and $455,100 in liabilities. The case has been assigned to Judge Paul M. Black. The Debtor tapped Scot S. Farthing, Attorney at Law, PC, as its legal counsel. COLLEGE OF NEW ROCHELLE: Gets Final OK on DIP, Cash Motion ---------------------------------------------------------- The Bankruptcy Court authorized the College of New Rochelle to obtain up to $4,000,000 of post-petition financing from SummitBridge National Investments VII LLC. The DIP Loan will mature 180 days from the closing of the DIP Loan unless extended. The DIP Lender is entitled to receive (a) monthly payments of interest (paid in kind), reasonable fees and other amounts due under the DIP Loan, and (b) ongoing payment of the DIP Lender's reasonable fees, costs and expenses, including legal and other professional fees and expenses – all amounts to be funded from the DIP Loan. The Court also allowed the Debtor to use cash collateral on a final basis in order to pay ordinary and reasonable expenses of operating its business in accordance the terms of this Final Order and the Budget. The Final DIP Order provided for a carve-out of up to $100,000 for the Debtor's professionals, and $30,000 for the Committee's professionals, to be recovered from the DIP Collateral after full payment of the DIP Loan, plus any Court-approved escrowed fees as of the Termination Date. The Court also ruled to grant adequate protection for the use of cash collateral to UMB Bank, N.A., as indenture trustee for the NRIDA bonds. Moreover, each Pre-Petition Lender is entitled to receive a superpriority administrative expense claim, on a pro rata parity basis with each other Pre-Petition Lender, junior to the Carve-Out and the DIP Superpriority Claim. The Taxing Authorities are also granted adequate protection for the use of the cash collateral. A copy of the Final Order is available at https://is.gd/17w5PY from PacerMonitor.com free of charge. About the College of New Rochelle Founded by the Ursuline Sisters in 1904, The College of New Rochelle comprises four schools: the school of arts & sciences, the school of nursing & healthcare professions, the graduate school and the school of new resources for adult learners. CNR provided education to underprivileged and first-generation college students at its historic home in New Rochelle, Westchester County, New York. The College expanded to operate satellite campuses at five other locations in the Bronx, Brooklyn, Harlem and Yonkers. The College of New Rochelle shut operations in August 2019 and, on Sept. 20, 2019, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 19-23694) in White Plains, New York. In the petition signed by Mark Podgainy, interim chief restructuring officer, the Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. The Debtor tapped Cullen & Dykman, LLP as bankruptcy counsel; Hogan Marren Babbo & Rose Ltd., as regulatory counsel. Getzler Henrich & Associates is the restructuring advisor. A&G Realty Partners and B6 Real Estate Advisors are marketing the Debtor's assets. Kurtzman Carson Consultants LLC is the claims agent. COMPLETE DISTRIBUTION: Unsecureds to be Paid Monthly for 5 Years ---------------------------------------------------------------- Debtor Complete Distribution Services, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas, El Paso Division, an amended disclosure statement. General unsecured creditors owed more than $1,000 (Class 27) will receive a distribution of $5,000 per month, to be paid pro rata among members of the class, with the distributions ceasing upon the earlier of full payment on allowed claims, without interest, or Feb. 25, 2025. In addition, they will receive 50% of the Debtor's after-tax "profit", with distributions made Feb. 15th in the years 2021, 2022, 2023, 2024 and 2025. General unsecured creditors holding claims up to $1,000 in amount (Class 26) will be paid 50 cents on the dollar in four quarterly installments starting Sept. 1, 2019. There are three shareholders, the siblings Sal, Amalia, and Hector, one-third each. In exchange for an issue of stock, Sal Herrera will be placing a cash infusion of $20,000 into the Debtor, which is to be used to pay administrative expenses on or as closely timed as practical to confirmation effective date. Amalia Herrera will be making a cash infusion of $7,000.00 in exchange for an issue of new stock at a par value of $7.00 per share. Hector Herrera is not expected to make any cash infusion. The source of all the Debtor's payments to creditors, except for the new capital infusions to come from Sal and Amalia, will be the regular operations of the trucking business. The Cash Flow Projection shows that the Debtor will have sufficient income to cover its fixed expenses. The fixed expenses include all Plan payments to secured creditors, plus $5,000 per month for 60 months to general unsecured claims over $1,000, plus 50% of the Debtor's net after-tax profit, in five annual payments to be made on February of each year from 2021 to 2025. A full-text copy of the Amended Disclosure Statement dated Oct. 24, 2019, is available at https://tinyurl.com/y63abhdp from PacerMonitor.com at no charge. About Complete Distribution Services Complete Distribution Services, Inc., doing business as Complete Trailer Leasing, is a diversified shipping service company, providing short and long-haul support, including transportation, customer support, and logistics. The Company offers local dispatch at its El Paso, Texas, facility to meet its customers' needs. Complete Distribution Services sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 18-31995) on Nov. 29, 2018. In the petition signed by Salvador A. Herrera, president, the Debtor disclosed $2,784,801 in total assets and $8,049,386 in total debt. The Hon. Christopher H. Mott is the case judge. E.P. Bud Kirk is the Debtor's counsel. COMPRESSION GENERATION: Seeks Permission to Use Cash Collateral --------------------------------------------------------------- Compression Generation Services, LLC, seeks permission from the Bankruptcy Court to use cash collateral in order to use the funds collected from its normal business operations and be able to pay utilities, payroll, insurance, office expenses, and bank charges, and the equipment to fulfill its contracts. The Internal Revenue Service asserts a claim against the Debtor under proof of claim no.6-2 for $3,677,615.13 in secured claims and $575,680.43 in unsecured priority claims as of the date of the Petition. According to the Debtor, the IRS' interest in the collateral is adequately protected by substantial equity. The Debtor intends to reorganize its business. About Compression Generation Services Based in Humble, TX, Compression Generation Services, LLC, is a privately held company in the power generation and gas compression industry. Compression Generation Services sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 19-33804) on July 3, 2019. The petition was signed by John Peter Pauk, president. In its petition, the Debtor disclosed $24,010,585 in liabilities. The Hon. Jeffrey P. Norman oversees the case. Jessica L. Hoff, Esq., at Hoff Law Offices, P.C., serves as bankruptcy counsel to the Debtor. COOL HOLDINGS: Shares Suspended & Will be Delisted from Nasdaq -------------------------------------------------------------- Cool Holdings, Inc. withdrew its oral hearing request it previously submitted to the Nasdaq Hearings Panel on Oct. 7, 2019. The Request was submitted to the Panel after the Company received a letter from the Nasdaq Listing Qualifications Staff on Oct. 1, 2019 stating that it was still not compliant with the minimum stockholders' equity requirement of Nasdaq Listing Rule 5550(b) and would be suspended from the Nasdaq Capital Market at the opening of business on Oct. 10, 2019. Additionally, the Letter stated a Form 25-NSE would be filed by Nasdaq with the Securities and Exchange Commission to remove the Company's shares of common stock from listing and registration on Nasdaq. The submission of the Request stayed the Delisting from proceeding, subject to a hearing in front of the Nasdaq Hearings Panel which was to occur on Nov. 21, 2019. The Company originally intended to appeal the Delisting at the Hearing. However, the board of directors, in consultation with senior officers of the Company subsequently reviewed a number of considerations and factors. After assessing the Company's business, finances, the price of its common stock and regulatory requirements of Nasdaq, Management determined that the potential negative impact, financial and otherwise, to the Company and its stockholders from corporate and other actions required to regain compliance with Nasdaq rules to end the Delisting were not warranted. As a result of withdrawing the Request, the Company received notification from Nasdaq that its common stock will be suspended at the opening of business on Nov. 8, 2019, and a Form 25 to complete the Delisting will be filed with the SEC by Nasdaq when all its internal appeal periods have expired. The Company has applied to have its common stock traded on the Over-the-Counter OTCQB Venture Market and anticipates launching on the OTCQB the same date the Delisting occurs. The Company will continue to file periodic and other reports with the SEC as the Company's common stock will remain registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Commenting on the move, Rein Voigt, president and chief executive officer of Cool Holdings, stated: "This was an extremely difficult decision for us to make, but we feel it is appropriate in the circumstances as we work to restructure and recapitalize our Company after the recent acquisition of Simply Mac, Inc., the largest Apple Premiere Partner in the United States. The OTCQB will provide us with a lower-cost trading platform, while maintaining liquidity and transparency for our stockholders, and we will have the ability to take appropriate corporate actions without the regulatory delays we have been constrained by in the past." About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com-- is a Miami-based company currently comprised of OneClick, a chain of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs and Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. Cool Holdings reported a net loss of $27.27 million for the year ended Dec. 31, 2018, compared to a net loss of $7.54 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $13.24 million in total assets, $21.47 million in total liabilities, and a total stockholders' deficit of $8.23 million. Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. COOL HOLDINGS: Sol Global Has 6.47% Stake as of Oct. 29 ------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Sol Global Investments Corp. disclosed that as of Oct. 29, 2019, it beneficially owns 1,359,658 common shares of Cool Holdings, Inc., which represents 6.47% of the Shares outstanding. The percentage was calculated based upon 21,737,505 outstanding shares of the Issuer as of Oct. 29, 2019, plus 3,439,229 common shares in aggregate underlying convertible notes which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended. A full-text copy of the regulatory filing is available for free at: https://is.gd/NOXyhW About Cool Holdings Cool Holdings, Inc., formerly known as InfoSonics Corporation -- http://www.coolholdings.com/-- is a Miami-based company currently comprised of OneClick, a chain of retail stores and an authorized reseller under the Apple Premier Partner, APR (Apple Premium Reseller) and AAR MB (Apple Authorized Reseller Mono-Brand) programs and Cooltech Distribution, an authorized distributor to the OneClick stores and other resellers of Apple products and other high-profile consumer electronic brands. Cool Holdings reported a net loss of $27.27 million for the year ended Dec. 31, 2018, compared to a net loss of $7.54 million for the year ended Dec. 31, 2017. As of June 30, 2019, the Company had $13.24 million in total assets, $21.47 million in total liabilities, and a total stockholders' deficit of $8.23 million. Kaufman, Rossin & Co., P.A., in Miami, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CORVALLIS FEED: Nov. 14 Plan & Disclosure Hearing Set ----------------------------------------------------- On Oct. 23, 2019, debtor Corvallis Feed & Seed Inc. filed with the U.S. Bankruptcy Court for the District of Montana a plan of reorganization and a disclosure statement. On Oct. 24, 2019, Judge Benjamin P. Hursh conditionally approved the disclosure statement and established the following dates and deadlines: * Nov. 14, 2019, at 9:00 a.m., is fixed for the hearing on confirmation of Debtor's Plan of Reorganization and on final approval of Debtor’s Disclosure Statement to be held in the Bankruptcy Courtroom, Russell Smith Courthouse, 201 East Broadway, Missoula, Montana. * Nov. 8, 2019, is fixed as the last day for filing and serving written objections to confirmation of Debtor's Plan of Reorganization, and for filing written acceptances or rejections of said Plan. About Corvallis Feed & Seed Corvallis Feed & Seed Inc. owns and operates a farm store that sells pet food and supplies, hardware, electric fencing materials, livestock supplies, and lawn and garden supplies. The company was founded in 1940. Based in Kalispell, Mont., Corvallis Feed & Seed filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 19-60386) on April 26, 2019. In the petition signed by Timothy R. Birk, president, the Debtor disclosed $1,572,425 in assets and $2,175,200 in liabilities. Patten, Peterman, Bekkedahl & Green PLLC is the Debtor's legal counsel. COVANTA HOLDING: Egan-Jones Lowers Senior Unsecured Ratings to B ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 4, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Covanta Holding Corporation to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Headquartered in New Jersey, Covanta Holding Corporation is a large global corporation that provides a variety of waste-management and incineration services. CVENT INC: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------- Moody's Investors Service affirmed Cvent, Inc.'s corporate family rating at B3, probability of default rating at B3-PD and senior secured first lien revolver and term loan at B3. The rating outlook is Stable. Affirmations: Issuer: Cvent, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 1st lien Term Loan, Affirmed B3 (LGD3) Senior Secured 1st lien Revolving Credit Facility, Affirmed B3 (LGD3) Outlook Actions: Issuer: Cvent, Inc. Outlook, Remains Stable RATINGS RATIONALE Cvent's B3 CFR reflects its expectation that Cvent will generate free cash flow, increase margin and continue to grow revenue in 2020, following weakness in free cash flow generation and margin decline in recent years. Its expectation for 2020 follows the completion of investments in its technology platform signaling that the company's operating performance is positioned to improve. The CFR also reflects high debt to EBITDA at approximately 6.7x for the LTM ending June 30, 2019 which incorporates Moody's standard operating lease adjustments and change in deferred revenue. When adjusted for capitalized software costs, adjusted debt to EBITDA is approximately 10x. Moody's expects its leverage metrics to decline in 2020, to approximately 6.0x and less than 10x from double-digit growth in revenue and margin expansion over the next several years as the company cross-sells its products and penetrates further the event planning market. Free cash flow is expected to turn positive in 2020 and is a key driver of the rating going forward. The B3 CFR also reflects Cvent's modest revenue size with approximately $520 million in revenue generated for LTM period ending June 2019, and its limited operating scope, with subscription and other revenues sourced from meeting planners and hotels, mostly in North America. However, and importantly, many of its primary competitors are substantially smaller in scale. The corporate event planning market remains largely under-penetrated by technological advancements, and Cvent anticipates being able to grow its penetration within this market over time as a replacement to manual processes. Moody's anticipates Cvent will be in a stronger position to capture additional share of the event planning market with its updated software platform. Cvent has been able to integrate its recent acquisitions and revamped its operating platform to enhance user experience. In addition, newly opened data center in Europe is anticipated to drive international expansion. Moody's anticipates Cvent to remain selectively acquisitive over the next 12-18 months. Cvent's leverage is high, especially when considering capitalized software costs. Moody's views these costs as operational in nature, on-going and required for continued growth and maintenance of the company's market position. These capital needs could challenge Cvent's ability to generate and sustain free cash flow. In addition, the event-planning market is cyclical with the economy, and liquidity could be pressured if discretionary spending by Cvent's largely corporate user base declines. However, Moody's considers the benefits from annual subscription revenue paid upfront, high customer retention and renewal rates, and solid historical revenue growth rates in its analysis. Moody's considers Cvent's liquidity profile adequate, but liquidity should improve with share gains following its updated software offering. Liquidity is provided by over $100 million of available cash and an unused and fully available $40 million revolving credit facility. Moody's notes that the company consistently carries a liability of Fees Payable to Customers, reducing its net available cash position to approximately $60 million as of June 2019. The revolver is subject to compliance with a First Lien Leverage Ratio (as defined in the credit agreement) which is only tested if the revolver has been over 35% utilized. Moody's does not anticipate the covenant will be tested, but believes Cvent could comply if it were tested during the next twelve months. The next major debt maturity is the revolver in 2021. Cvent is owned by affiliates of financial sponsor Vista Equity Partners, has high financial leverage and is expected to continue to pursue aggressive financial strategies, including debt-financed acquisitions. Cvent has some exposure to social risks largely related to data security of conference and event attendees; however, Moody's views the risk of data breach having a material impact on the company's operations as being low. The B3 rating assigned to the senior secured first lien senior revolving credit facility due 2021 and term loan due 2024 reflects both the B3-PD PDR and a Loss Given Default (LGD) assessment of LGD3. The first lien facilities are secured on a first lien basis by substantially all property and assets of Cvent. The stable ratings outlook reflects Moody's expectations for annual double digit revenue growth over the next two or more years, positive free cash flow, and sustained EBITDA margin expansion as the company realizes benefits of its 2018-2019 investments. Moody's anticipates that this will result in overall de-leveraging towards 6.0x from 6.7x, and under 10x from over 10x when accounting for capitalized software costs. The ratings could be upgraded if Moody's expects Cvent will grow and sustain free cash flow to debt of around 5%, increase EBITA to interest expense to over 1.5 times, and achieve good liquidity. The ratings could be downgraded if the company's revenue growth slows, EBITDA margin declines or if negative free cash flow is sustained. A downgrade could also occur if EBITA to interest expense falls below 1 time or liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DASA ENTERPRISES: Dec. 9 Disclosure Statement Hearing Set --------------------------------------------------------- Debtor Dasa Enterprises, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a Disclosure Statement and a Plan on Oct. 28, 2019. Judge Jerry A. Brown ordered that: * Dec. 9, 2019, at 2:00 p.m. is fixed for the hearing to consider approval of the disclosure statement to be held in Courtroom B-705, Hale Boggs Federal Building, 500 Poydras Street, New Orleans, Louisiana. * Dec. 2, 2019, is fixed as the last day for filing written objections to the disclosure statement and for serving same in accordance with Bankruptcy Rule 3017(a). The Debtor is represented by: The Congeni Law Firm Leo D. Congeni 424 Gravier Street New Orleans, LA 70130 Tel: (504) 522-4848 About Dasa Enterprises Based in New Orleans, LA, DASA Enterprises, Inc., is a single asset real estate debtor as defined in 11 U.S.C. Section 101(51B). The Company previously sought bankruptcy protection on March 18, 2014 (Bankr. E.D. La. Case No. 14-10609). DASA Enterprises filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11064) on April 22, 2019. In the petition signed by Sidney Abusch, president, the Debtor disclosed $1,865,000 in assets and $2,364,019 in liabilities. The Hon. Jerry A. Brown oversees the case. Leo D. Congeni, Esq., at Congeni Law Firm, LLC, serves as bankruptcy counsel to the Debtor. Patrick J. Gros, CPA, APAC, serves as accountant to the Debtor. DEAN FOODS: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Southern Foods Group, LLC d/b/a Dean Foods 2711 Haskell Avenue, Suite 3400 Dallas, TX 75204 Business Description: Dean Foods -- www.deanfoods.com -- is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Dean Foods manufactures, markets, and distributes a wide variety of branded and private label dairy and dairy case products, including fluid milk, ice cream, cultured dairy products, creamers, ice cream mix, and other dairy products to retailers, distributors, foodservice outlets, educational institutions, and governmental entities across the United States. Dean Foods' largest customer is Walmart Inc., including its subsidiaries such as Sam's Club, which accounted for approximately 15.3% of net sales for the year ended Dec. 31, 2018. Dean Foods brands include DairyPure, a fresh, white milk national brand, and TruMoo, a national flavored milk brand. Dean Foods currently operates 58 manufacturing facilities in 29 states located largely based on customer needs and other market factors, with distribution capabilities across all 50 states. Dean Foods was incorporated in 1994 and is headquartered in Dallas, Texas. Chapter 11 Petition Date: November 12, 2019 Court: United States Bankruptcy Court Southern District of Texas (Houston) Forty-three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Southern Foods Group, LLC (Lead Case) 19-36313 Dean Foods Company 19-36314 Alta-Dena Certified Dairy, LLC 19-36315 Dean International Holding Company 19-36316 Dean Management, LLC 19-36317 Dean Puerto Rico Holdings, LLC 19-36318 Friendly's Ice Cream Holdings Corp. 19-36319 Berkeley Farms, LLC 19-36320 Dean Services, LLC 19-36321 Friendly's Manufacturing and Retail, LLC 19-36322 Cascade Equity Realty, LLC 19-36323 Dean Transportation, Inc. 19-36324 Dean West II, LLC 19-36325 Dean West, LLC 19-36326 DFC Aviation Services, LLC 19-36327 DFC Energy Partners, LLC 19-36328 Country Fresh, LLC 19-36329 DFC Ventures, LLC 19-36330 Garelick Farms, LLC 19-36331 DGI Ventures, Inc. 19-36332 DIPS Limited Partner II 19-36333 Mayfield Dairy Farms, LLC 19-36334 Franklin Holdings, Inc. 19-36335 Fresh Dairy Delivery, LLC 19-36336 Dairy Information Systems Holdings, LLC 19-36337 Midwest Ice Cream Company, LLC 19-36338 Model Dairy, LLC 19-36339 Dairy Information Systems, LLC 19-36340 Reiter Dairy, LLC 19-36341 Sampson Ventures, LLC 19-36342 Shenandoah's Pride, LLC 19-36343 Dean Dairy Holdings, LLC 19-36344 Steve's Ice Cream, LLC 19-36345 Dean East II, LLC 19-36346 Dean East, LLC 19-36347 Dean Foods North Central, LLC 19-36348 Suiza Dairy Group, LLC 19-36349 Tuscan/Lehigh Dairies, Inc. 19-36350 Dean Foods of Wisconsin, LLC 19-36351 Uncle Matt's Organic, Inc. 19-36352 Verifine Dairy Products of Sheboygan, LLC 19-36353 Dean Holding Company 19-36354 Dean Intellectual Property Services II, Inc. 19-36355 Judge: David R. Jones Debtors' General Bankruptcy Counsel: Brian M. Resnick, Esq. Steven Z. Szanzer, Esq. Nate Sokol, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 Email: brian.resnick@davispolk.com steven.szanzer@davispolk.com nathanial.sokol@davispolk.com Debtors' Local Counsel: William R. Greendyke, Esq. Jason L. Boland, Esq. Robert B. Bruner, Esq. Julie Goodrich Harrison, Esq. NORTON ROSE FULBRIGHT US LLP 1301 McKinney Street, Suite 5100 Houston, Texas 77010-3095 Tel: (713) 651-5151 Fax: (713) 651-5246 Email: william.greendyke@nortonrosefulbright.com jason.boland@nortonrosefulbright.com bob.bruner@nortonrosefulbright.com julie.harrison@nortonrosefulbright.com Debtors' Financial Advisor: ALVAREZ & MARSAL Debtors' Investment Banker: EVERCORE GROUP L.L.C. Debtors' Notice & Claims Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/DNF/dockets Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. A full-text copy of Southern Foods' petition is available for free at: http://bankrupt.com/misc/txsb19-36313.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Central States & Southeast Pension $722,408,368 Areas Pension Plan 9377 West Higgins Road Rosemont, IL 60018-4938 Attn: Thomas C. Nyhan Title: Executive Director Tel: (847) 518-9800 Email: tnyhan@centralstatesfunds.org 2. The Bank of New York Mellon Senior Unsecured $700,000,000 Trust Company, N.A. Notes Due 2023 601 Travis Street, 17th Floor Houston, TX 77002 Attn: Moses Ballenger Title: Manager Tel: (713) 483-6674 Fax: (713) 483-6979 Email: mosestidwell.ballenger@bnymellon.com 3. Dairy Farmers of America Trade Payable $172,922,316 1405 N. 98th Street Kansas City, KS 66111 Attn: Richard P. Smith Title: President and Chief Executive Officer Tel: (816) 801-6410 Email: rsmith@dfamilk.com 4. U.S. Department of Agriculture Trade Payable $16,781,669 1400 Independence Ave., S.W. Washington, DC 20250 Attn: Gary Washington Title: Chief Information Officer Tel: (202) 720-2791 Email: gary.washington@wdc.usda.gov 5. Pension Benefit Guaranty Pension Undetermined Corporation (PBGC) 1200 K. Street, NW Washington, DC 20005 Attn: Patricia Kelly Title: Chief Financial Officer Tel: (202) 229-3033 Email: kelly.patricia@pbgc.gov 6. Saputo Dairy Foods USA LLC Trade Payable $8,941,067 2711 N. Haskell Ave. Dallas, TX 75204 Attn: Lino A. Saputo Title: Chief Executive Officer Tel: (214) 863-2300 Email: lsaputo@saputo.com 7. Land O'Lakes, Inc. Trade Payable $8,918,879 4001 Lexington Ave. N Arden Hills, MN 55126-2998 Attn: Beth E. Ford Title: President and Chief Executive Officer Tel: (651) 375-2222 Email: bernie.ford@landolakesinc.com 8. California Dairies Inc. Trade Payable $7,427,901 2000 N. Plaza Drive Visalia, CA 93291 Attn: Andrei Mikhalevsky Title: President and Chief Executive Officer Tel: (559) 625-2200 Email: amikhalevsky@californiadairies.com 9. Consolidated Container Company Trade Payable $7,141,381 109 27th Avenue NE Minneapolis, MN 55418 Attn: J. Phillip Dworsky Title: Chief Executive Officer Tel: (612) 706-2170 Fax: (612) 781-0967 Email: pdworsky@containerexperts.com 10. Southeast Milk, Inc. Trade Payable $6,559,070 1950 SE County Hwy 484 Belleview, FL 34420 Attn: Jim Sleeper Title: Chief Executive Officer Tel: (352) 245-2437 Fax: (352) 245-9434 Email: jim.sleeper@southeastmilk.org 11. PNC Commercial Card Services Trade Payable $6,389,654 300 Fifth Avenue The Tower at PNC Plaza Pittsburgh, PA 15222-2707 Attn: William Demchak Title: Chief Executive Officer Tel: (800) 762-2265 Fax: (412) 762-4482 Email: william.demchak@pnc.com 12. Select Milk Producers Inc. Trade Payable $6,238,533 320 West Hermosa Drive Artesia, NM 88210 Attn: C. Miles Title: Chief Operating Officer Tel: (505) 746-6698 Fax: (505) 746-1752 Email: rancem@selectmilk.com 13. Ralph Scozzafava Employee Severance $5,409,896 Address on File 14. Evergreen Packaging Inc. Trade Payable $4,493,761 5350 Poplar Avenue, Suite 600 Memphis, TN 38119 Attn: John Rooney Title: Chief Executive Officer Tel: (901) 821-5350 Email: rooney.john@evergreenpackaging.com 15. WS Packaging Group, Inc. Trade Payable $3,865,016 2571 S. Hemlock Road Green Bay, WI 54229 Attn: Dean Wimer Title: Chief Executive Officer Tel: (877) 977-5177 Email: dwimer@wspackaging.com 16. International Precision Trade Payable $3,815,516 Components Corporation 28468 N. Ballard Drive Lake Forest, IL 60045 Attn: Michael Stolzman Title: President Tel: (847) 234-1111 Email: michael@ipcclakeforest.com 17. WestRock Trade Payable $3,673,858 1000 Abernathy Road Atlanta, GA 30328 Attn: Steve Voorhees Title: Chief Executive Officer Tel: (770) 448-2193 Email: svoorhees@westrock.com 18. Huhtamaki Inc. Trade Payable $3,606,742 9201 Packaging Drive De Soto, KS 66018 Attn: Charles Heaulme Title: President and Chief Executive Officer Tel: (913) 583-3025 Email: charles.heaulme@huhtamaki.com 19. Ecolab Inc. Trade Payable $3,302,446 1 Ecolab Place St. Paul, MN 55102-2233 20. ADM Archer Daniels Midland Trade Payable $2,922,852 77 West Wacker Drive, Suite 4600 Chicago, IL 60601 Attn: Juan Ricardo Luciano Title: Chief Executive Officer Tel: (312) 634 -8100 Email: luciano.botelho@adm.com 21. Nestle USA Trade Payable $2,796,090 1812 N. Moore Street Arlington, VA 22209 Attn: Paul Grimwood Title: Chairman#and Chief Executive Officer Tel: (818) 549-6000 Email: paul.grimwood@us.nestle.com 22. Silgan Plastic Closure Trade Payable $2,724,499 Corporation 14515 North Outer 40, Suite 210 Chesterfield, MO 63017 Attn: Tony Allot Title: Chief Executive Officer Tel: (314) 542-9223 Email: tallot@silgancontainers.com 23. Maple Dairy Trade Payable $2,666,267 15857 Bear Mountain Blvd. Bakersfield, CA 93311 Attn: A.J. Bos Title: Owner Tel: (661) 396-9600 24. Berry Global Inc. Trade Payable $2,644,252 101 Oakley Street Evansville, IN 47710 Attn: Thomas E. Salmon Title: Chief Executive Officer Tel: (812) 424-2904 Email: tsalmon@berryplastics.com 25. International Food Products Trade Payable $2,617,998 150 Larkin Williams Ind Ct. Fenton, MO 63026 Attn: Clayton Brown Title: Chief Executive Officer Tel: (636) 343-4111 Email: cbrown@ifpc.com 26. Elopak Inc. Trade Payable $2,487,013 46962 Liberty Drive Wixom, MI 48393 Attn: Thomas Kormendi Title: President and Chief Executive Officer Tel: (248) 486-4600 Email: thomas.kormendi@elopak.com 27. Penske Truck Leasing Company LP Trade Payable $2,441,056 2675 Morgantown Road Reading, PA 19607 Attn: Brian Hard Title: President and Chief Executive Officer Tel: (610) 775-6000 Email: brian.hard@penske.com 28. Retail Wholesale & Department Pension Undetermined Store International Union and Industry Pension Fund 1901 10th Avenue South Birmingham, AL 35205 Attn: Stuart Appelbaum Title: Union Chair Tel: (205) 252-3589 Email: stuart@rwdsufunds.com - and - Attn: Don Hopkins Title: Employer Chair Tel: (205) 252-3589 Email: don@rwdsufunds.com 29. Acosta, Inc. Litigation Undetermined c/o Landis Rath & Cobb LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Attn: Daniel R. Rath Title: Partner Tel: (302) 467-4400 Fax: (302) 467-4450 Email: rath@lrclaw.com 30. Richard Jankowski Litigation Undetermined c/o The Coffery Law Office 1805 N. Mill Street, Suite E Naperville, IL 60563 Attn: Timothy J. Coffey Tel: Partner Tel: (630) 326-6600 FaxL (630) 326-6601 DEAN FOODS: S&P Lowers ICR to 'D' on Chapter 11 Filing ------------------------------------------------------ S&P Global Ratings lowered the issuer credit rating on Dean Foods Co. to 'D' from 'CCC+'. S&P is also lowering its rating on the company's $700 million senior unsecured debt due in 2023 to 'D' from 'CCC+'. The recovery rating remains '3', indicating S&P's expectations for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P's recovery ratings currently do not factor in the company's multi-employer obligations, specifically the Central States, Southeast and Southwest Pension plan, the largest unsecured creditor with $722 million of contingent, unliquidated claim. The downgrade follows Dean's announcement on Nov. 12, 2019, that it filed for voluntary reorganization under Chapter 11 bankruptcy protection. DESTINATION MATERNITY: Committee Objects to Cash Collateral Motion ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in Destination Maternity's case says that the posture of the cases filed by Destination Maternity and debtor affiliates is undoubtedly challenging to unsecured creditors in that the cases are commenced without a stalking horse bidder for their assets, and are funded solely on cash collateral pursuant to an agreement with the Lenders. The agreement also required the Debtors to find a buyer for their business no later than December 5, 2019. The Committee says the Lenders cannot be permitted to benefit from the Debtors' expedited sale process without taking on the corresponding obligation to pay the costs of administering these estates in chapter 11, both prior and subsequent to the completion of any sale. The Committee accordingly seek that the Motion be denied unless the proposed Final Order is modified to address that no Section 506(c) waiver should be granted until administrative solvency is assured. A copy of the Committee's Objection can be accessed at https://is.gd/hTqB7e from PacerMonitor.com free of charge. About Destination Maternity Destination Maternity is a designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, Destination Maternity operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. Destination Maternity sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Destination Maternity's 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). It also operates 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity and its two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. As of Oct. 5, 2019, Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Greenhill & Co., LLC as investment banker; Landis Rath & Cobb LLP as local bankruptcy counsel; Hilco Streambank LLC as intellectual property advisor; Prime Clerk LLC as claims agent; and Berkeley Research Group, LLC as restructuring advisor. BRG's Robert J. Duffy has been appointed as chief restructuring officer. DESTINATION MATERNITY: Landlord Objects to Cash Collateral Motion ----------------------------------------------------------------- Haines Center - Florence, LLC, landlord to Destination Maternity and debtor affiliates, in an objection to the Debtor's Motion to Use Cash Collateral, asserts that the Debtors must be able to satisfy their obligations in the ordinary course as they transition into Chapter 11. Haines disclosed that the Debtor owes rent for the months of October and November 2019 on the warehouse facility located at 1000 John Galt Way, FlorenceTownship, Burlington County, New Jersey, which Haines leased to the Debtors. By failing to pay their obligation, the Debtors risk disrupting their operations to the detriment of their restructuring prospects, Haines says. Haines thus seeks to prohibit approval of the Motion. About Destination Maternity Destination Maternity is a designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, Destination Maternity operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. Destination Maternity sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Destination Maternity's 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). It also operates 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity and its two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. As of Oct. 5, 2019, Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Greenhill & Co., LLC as investment banker; Landis Rath & Cobb LLP as local bankruptcy counsel; Hilco Streambank LLC as intellectual property advisor; Prime Clerk LLC as claims agent; and Berkeley Research Group, LLC as restructuring advisor. BRG's Robert J. Duffy has been appointed as chief restructuring officer. DESTINATION MATERNITY: Landlords, Businesses, Object to Cash Motion ------------------------------------------------------------------- Atlanta Outlet Shoppes, LLC; BFO Factory Shoppes LLC; Bluegrass Outlet Shoppes CMBS, LLC; El Paso Outlet Center CMBS, LLC; and Westfield, LLC - landlords to Destination Maternity and debtor affiliates, jointly filed an objection to the Debtors' Motion to use cash collateral, seeking payment of unpaid Stub Rent. The Landlords complain about the Lenders receiving waivers with respect to Sections 506(c) and 552(b) of the Bankruptcy Code, which, if granted, would take effect well in advance of any Stub Rent payments, Susan E. Kaufman, Esq., counsel to the Landlords at The Law Office of Susan E. Kaufman, LLC, points out. A copy of the Atlanta Objection is available for free at: https://is.gd/VpYA78 In separate filings, other parties-in-interests also objected to the Debtors' cash collateral motion, as follows: * Taubman Landlords; * Brookfield Property REIT Inc., Gregory Greenfield & Associates, Ltd., Hines Global REIT, Inc., Jones Lang LaSalle Americas, Inc., Regency Centers, L.P., SITE Centers Corp., and Turnberry Associates; * KIR Pasadena L.P. And KIR Amarillo L.P.; * Cafaro-Peachcreek Joint Venture Partnership d/b/a Millcreek Mall, Meadowbrook Mall Company, dba Meadowbrook Mall; and Spotsylvania Mall Company dba Spotsylvania Towne Centre; and * Simon Property Group, Inc. About Destination Maternity Destination Maternity is a designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, Destination Maternity operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. Destination Maternity sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Destination Maternity's 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). It also operates 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity and its two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. As of Oct. 5, 2019, Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Greenhill & Co., LLC as investment banker; Landis Rath & Cobb LLP as local bankruptcy counsel; Hilco Streambank LLC as intellectual property advisor; Prime Clerk LLC as claims agent; and Berkeley Research Group, LLC as restructuring advisor. BRG's Robert J. Duffy has been appointed as chief restructuring officer. DESTINATION MATERNITY: Lease Managing Agent Objects to Cash Request ------------------------------------------------------------------- CBL & Associates Management, Inc., managing agent for a number of landlords of Destination Maternity and debtor affiliates, in objection filed in Court, says that the Debtors should be required to pay stub rent under its Leases with CBL. CBL complained that the Court should not allow the Debtors to conduct their businesses outside of the ordinary course of business, and conduct store closing sales which are highly disruptive to the CBL's shopping centers. Accordingly, CBL seeks that any final order approving the use of cash collateral require the payment of the post-petition Stub Rent and object to any waiver of the Debtors' or lenders' protections under Sections 506(c) or 552(b) of the Bankruptcy Code until CBL receives payment of the Stub Rent. A copy of the Objection can be accessed for free at https://is.gd/fPXGZ7 from PacerMonitor.com free of charge. About Destination Maternity Destination Maternity is a designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, Destination Maternity operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. Destination Maternity sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Destination Maternity's 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). It also operates 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity and its two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. As of Oct. 5, 2019, Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Greenhill & Co., LLC as investment banker; Landis Rath & Cobb LLP as local bankruptcy counsel; Hilco Streambank LLC as intellectual property advisor; Prime Clerk LLC as claims agent; and Berkeley Research Group, LLC as restructuring advisor. BRG's Robert J. Duffy has been appointed as chief restructuring officer. DESTINATION MATERNITY: More Landlords Object to Cash Motion ----------------------------------------------------------- Landlords to Destination Maternity and debtor affiliates –- (i) Acadia Realty Limited Partnership, (ii) Ashley Park Property Owner, LLC, (iii) Brixmor Operating Partnership LP, (iv) Centennial Real Estate Company, LLC, (v) Deutsche Asset & Wealth Management, (vi) Federal Realty Investment Trust, (vii) G&I VI Promenade, LLC, (viii) KRE Colonie Owner, LLC, (ix) Montebello Town Center Investors, LLC, (x) PGIM Real Estate, Starwood Retail Partners, LLC, (xi) The Forbes Company, and (xii) The Macerich Company -- in a Court filing ask the Bankruptcy Court to require the Debtors to pay Stub Rent for the post-petition use and occupancy of the leased premises as part of any proposed Final Order. Laurel D. Roglen, Esq., counsel to the Landlords, at Ballard Spahr LLP, complains that the Interim Order included language limiting any liens to the proceeds of leases, and negotiated language with respect to the lenders' access rights to the Premises in the event of default. Ms. Roglen says a proposed final order approving the Cash Collateral Motion has not been filed or provided to counsel for the Landlords, and as a result, Landlords cannot yet confirm that the Proposed Final Order maintains the protections sought by the Landlords. A copy of the Objection is available at https://is.gd/Sl2jaN from PacerMonitor.com free of charge. About Destination Maternity Destination Maternity is a designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, Destination Maternity operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. Destination Maternity sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Destination Maternity's 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). It also operates 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity and its two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. As of Oct. 5, 2019, Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Greenhill & Co., LLC as investment banker; Landis Rath & Cobb LLP as local bankruptcy counsel; Hilco Streambank LLC as intellectual property advisor; Prime Clerk LLC as claims agent; and Berkeley Research Group, LLC as restructuring advisor. BRG's Robert J. Duffy has been appointed as chief restructuring officer. DESTINATION MATERNITY: Texas Tax Authorities Object to Cash Motion ------------------------------------------------------------------ Several Texas taxing authorities filed objections and responses to the order approving the motion to use cash collateral filed by Destination Maternity and debtor affiliates. The Taxing Authorities of Texas include (i) the County of Brazos, (ii) the County of Denton, (iii) the County of Hays, (iv) MidlandCentral Appraisal District, (v) the County of Taylor Central Appraisal District, (vi) the County of Williamson, and the City of Waco. The Texas Taxing Authorities object to the Interim Order to the extent that the post-petition liens are being primed. The Interim Order also does not adequately protect the tax liens and claims as required by Section 363 of the Bankruptcy Code, counsel to the Texas Taxing Authorities Tara LeDay, Esq., at McCreary, Veselka, Bragg & Allen, P.C., asserts. A copy of the Objection is available for free at: https://is.gd/z6X4RZ About Destination Maternity Destination Maternity is a designer and omni-channel retailer of maternity apparel in the United States, with the only nationwide chain of maternity apparel specialty stores, as well as a deep and expansive assortment available through multiple online distribution points, including our three brand-specific websites. As of August 3, 2019, Destination Maternity operated 937 retail locations, including 446 stores in the United States, Canada and Puerto Rico, and 491 leased departments located within department stores and baby specialty stores throughout the United States and Canada. It also sells merchandise on the Internet, primarily through Motherhood.com, APeaInThePod.com and DestinationMaternity.com websites. Destination Maternity sells merchandise through its Canadian website, MotherhoodCanada.ca, through Amazon.com in the United States, and through websites of certain of our retail partners, including Macys.com. Destination Maternity's 446 stores operate under three retail nameplates: Motherhood Maternity(R), A Pea in the Pod(R) and Destination Maternity(R). It also operates 491 leased departments within leading retailers such as Macy's(R), buybuy BABY(R) and Boscov's(R). Generally, the company is the exclusive maternity apparel provider in its leased department locations. Destination Maternity and its two subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12256) on Oct. 21, 2019. As of Oct. 5, 2019, Destination Maternity disclosed assets of $260,198,448 and liabilities of $244,035,457. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Greenhill & Co., LLC as investment banker; Landis Rath & Cobb LLP as local bankruptcy counsel; Hilco Streambank LLC as intellectual property advisor; Prime Clerk LLC as claims agent; and Berkeley Research Group, LLC as restructuring advisor. BRG's Robert J. Duffy has been appointed as chief restructuring officer. DIPLOMAT PHARMACY: Moody's Lowers Corp. Family Rating to Caa1 ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Diplomat Pharmacy, Inc. including the Corporate Family Rating to Caa1 from B3, the Probability of Default Rating to Caa1-PD from B3-PD, the senior secured rating to Caa1 from B3 and the Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook remains developing. The downgrade of the Corporate Family Rating to Caa1 from B3 reflects the recent decision by a large payer to begin excluding Diplomat from its specialty pharmacy network later this month, raising concerns about Diplomat's competitive position. The downgrade also reflects weak profitability in Diplomat's pharmacy benefit management (PBM) segment. These factors will keep Diplomat's debt/EBITDA above 7.0x, and will likely lead to violations of the credit agreement financial covenants if Diplomat does not obtain waivers. Diplomat's strategic review remains ongoing, reflected in the developing outlook. In its strategic review, Diplomat is considering all options including a potential sale of the company or divestitures of business lines. The developing outlook reflects uncertainty around the credit impact, if any, of the outcome of the strategic review. Ratings downgraded: Corporate Family Rating, to Caa1 from B3 Probability of Default Rating, to Caa1-PD from B3-PD Guaranteed Senior secured first lien credit facilities, to Caa1 (LGD4) from B3 (LGD4) Speculative Grade Liquidity Rating, to SGL-4 from SGL-3 RATINGS RATIONALE Diplomat's Caa1 Corporate Family Rating reflects its niche position as a specialty pharmacy operator and its weak competitive position in the PBM space. In both business lines, Diplomat ranks considerably smaller than leading players including CVS, Walgreen, and Express Scripts, and intense competitive is pressuring Diplomat's earnings. Financial leverage is high, with debt/EBITDA rising to over 7x by year-end 2019 due to a declining earnings trajectory. The ratings are supported by Moody's expectation for positive free cash flow and the increasing use of specialty pharmacy treatments industry-wide. The SGL-4 liquidity rating reflects inadequate liquidity due to likely violations of the financial covenants in Diplomat's term loan and revolving credit agreement that could accelerate maturities. The covenants -- modified in August 2019 -- include debt/EBITDA of below 6.75x at December 31, 2019 with stepdowns in 2020, and interest coverage above 2.25x, stepping up to 2.375x on June 30, 2020. Borrowings on Diplomat's $200 million revolving credit agreement totaled $105 million as of September 30, 2019. The Caa1 rating on the senior secured credit facilities reflects a 1-notch positive override from the Loss Given Default (LGD) model implied outcome of Caa2. The override reflects that there can be significant volatility in Diplomat's trade payables, which is large relative to Diplomat's funded debt. Social and governance considerations are material to Diplomat's credit profile given the highly regulated nature of the industry and the social/emotional aspects affecting people's views of access and affordability of healthcare services. Social risks include proposed legislative and regulatory changes aimed at lowering drug pricing, which could reduce Diplomat's profitability. Among governance considerations, Diplomat's financial policies have included an appetite for relatively high financial leverage when it acquired two PBMs. Pressures in this business line have prevented Diplomat from deleveraging as planned. The rating outlook is developing. This reflects the potential for further erosion in the credit profile if operating challenges continue or if covenants are not amended, but also the potential for a stronger credit profile depending on the outcome of the strategic review. The acquisition of Diplomat by a strategic buyer with a stronger credit profile, or substantial deleveraging through asset sales, could strengthen Diplomat's credit profile. Factors that could lead to a downgrade include weak trends in specialty dispensing rates or profitability per script, high client turnover, legislative risks, increasing concerns about Diplomat's competitive position, or an erosion in liquidity. Factors that could lead to an upgrade include improved business trends in both the specialty and PBM businesses, achievement of solid growth and high customer retention, and debt/EBITDA sustained below 6.0x. Headquartered in Flint, Michigan, Diplomat Pharmacy is a publicly-traded specialty pharmacy company. Diplomat dispenses pharmaceutical products that treat rare diseases, and also offers infusion therapy and pharmacy benefit management services. Annual revenues total about $5 billion. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. DOUBLE L FARMS: Dec. 16 Disclosure Statement Hearing Set -------------------------------------------------------- Debtor Double L Farms, Inc., filed with the U.S. Bankruptcy Court for the District of Idaho a proposed Disclosure Statement containing information concerning the debtor, an explanation of the Plan of Reorganization, a brief explanation of the business activities and financial information. Dec. 16, 2019, at 1:30 p.m. is fixed for the hearing to determine whether such statement contains adequate information to be held before the US Bankruptcy Judge at the United States Courthouse, 801 E Sherman St., Pocatello, ID 83201. Written objections and/or proposed modifications to the Disclosure Statement must be filed not less than seven (7) days prior to the time set for hearing. About Double L Farms Double L Farms, Inc., is a privately-held company in Rigby, Indiana, that operates in the farming industry. Double L Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 18-40910) on Oct. 9, 2018. In the petition signed by Jared Keith Lewis, president, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Joseph M. Meier oversees the case. The Debtor tapped Maynes Taggart PLLC as its legal counsel. DOYLE SUTTON: $541K Foreclosure Sale of Tennga Property Confirmed ----------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Geogia confirmed First Bank of Dalton ("FBD")'s foreclosure sale of the real property located at 574 Tennga Gregory Road, Tennga, Georgia for $540,500. The Sept. 3, 2019 foreclosure sale conducted by FBD of the Property (as more particularly described in the Security Deed), which was encumbered by that certain Deed to Secure Debt and Security Agreement dated April 28, 2010 from Respondents Debtor Doyle Wayne Sutton, Harold Lynn Sutton, and Sutton Lumber Co., Inc., to FBD, recorded in Deed Book 718, Page 666, Murray County, Georgia public records, resulted in a purchase price of $540,500 at the foreclosure sale, which the Court holds was at least its true market value on the date of the foreclosure sale. Upon entry of the Order, FBD will credit $600,000 towards the indebtedness owed by the Respondents to FBD pursuant to that certain Term Note in the original principal amount of $3.8 million payable by the Suttons to FBD, which credit will be in lieu of FBD crediting the Purchase Price towards the indebtedness owed under the Note. The foreclosure sale of the Property, including the notice, advertisement and conduct of thereof, was in all respects regular and in accordance with the Security Deed and Georgia law. The Court, therefore, holds that the foreclosure sale of the Property satisfied the requirements of O.C.G.A. Section 44-14-161. Accordingly, the foreclosure sale of the Property is confirmed as against all the Respondents. Doyle Wayne Sutton sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 18-42977) on Dec. 19, 2018. The Debtor tapped Brian R. Cahn, Esq., at Brian R. Cahn and Associates, LLC as counsel. ENDEAVOR ENERGY: Moody's Rates $500MM Sr. Unsec. Notes B1 --------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Endeavor Energy Resources, L.P.'s proposed $500 million senior unsecured notes issue due 2028. Proceeds from the offering will be used to repay borrowings under the company's revolving credit facility. None of Endeavor's other ratings are affected by the note issuance. The outlook is positive. Debt List Assignments: Issuer: Endeavor Energy Resources, L.P. $500 million senior unsecured notes due 2028, Assigned B1 (LGD5) RATINGS RATIONALE Endeavor's senior unsecured notes, including the proposed issue, are rated B1, one notch below the CFR. The rating on the notes reflects their subordinated position to Endeavor's $1.5 billion secured revolving credit facility. Endeavor's Ba3 CFR reflects the company's large inventory of acreage in highly productive areas of the Midland Basin and relatively strong financial leverage and cash flow metrics. A ten rig drilling program will drive continued strong production growth; year on year oil production grew 95% in the third quarter to 97 mbbls/d, with total production of 134 mboe/d. The company's large acreage position in the core of the basin is considerably bigger than most of its similarly rated peers and was an additional source of liquidity during the extended oil price downturn of 2015-2016. Although Endeavor's aggressive 2019-2020 drilling program will result in additional debt, cash flow from the resulting production will limit leverage creep. Endeavor is limited by its relatively small, albeit rapidly growing, production base, single-basin concentration in the Permian's Midland Basin and continued outspending of cash flow. The company's realized crude oil price has also suffered from constrained takeaway capacity from the basin, which Moody's expects to gradually improve as new pipeline capacity comes online through early 2021. Endeavor seeks to mitigate the risk to its realized pricing by entering into basis hedges. Moody's expects Endeavor to maintain good liquidity through 2020. At September 30, 2019 and pro forma the notes issue, the company had $1.475 billion of availability under its $1.5 billion borrowing base revolving credit facility and $17 million in cash on hand. As the company continues to grow in 2019 and 2020, Moody's expects Endeavor will draw on the credit facility to partially fund its $1.8 billion in capital spending in 2019 and a similar amount in 2020, absent a sustained material drop in oil prices. The company's extensive inventory of Midland Basin acreage, accumulated at very low historical costs, has proved a good contingent source of liquidity. During the 2015-16 commodity price collapse Endeavor was able to raise almost $1.4 billion in asset sales, predominantly for undeveloped acreage, and used the proceeds to pay down debt. The financial covenants under Endeavor's revolving credit agreement include a minimum current ratio of 1.0x and a maximum net funded debt/EBITDA ratio of 4.0x, which Moody's expects Endeavor will remain comfortably in compliance through 2020. Endeavor's revolver expires in 2023 and the company faces no debt maturities until 2026. The positive outlook reflects the potential for an upgrade over the next twelve months if Endeavor continues to successfully execute its growth strategy and maintains leverage and cash flow metrics consistent with current levels. The outlook also incorporates the expectation the company will slow drilling activity in a sustained oil price environment below $50/bbl. Endeavor's ratings may be upgraded if the company continues to deliver production growth while maintaining its retained cash flow to debt ratio above 50% and delivering solid capital returns, with a leveraged full-cycle ratio (LFCR) above 1.5x. The company must also reduce cash flow outspending and maintain good liquidity. The ratings may be downgraded if Endeavor's RCF to debt ratio approaches 30%, liquidity weakens or its LFCR approaches 1x. Midland, Texas-based Endeavor is an independent exploration and production company with assets concentrated in the Permian Basin. The company holds a core net acreage position of approximately 376,000 acres in the Midland Basin. At June 30, 2019 Endeavor had 546 million boe of proved reserves of which 281 million boe was proved developed. Founded in 2000, Endeavor is privately-held and wholly owned by Autry Stephens and family. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. F&M TRUCKING: Plan & Disclosure Hearing Set for Dec. 12 ------------------------------------------------------- On Oct. 22, 2019, debtor F&M Trucking, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement. On Oct. 24, 2019, Judge Thomas B. McNamara conditionally approved the disclosure statement and established the following dates and deadlines: * Nov. 27, 2019, is fixed as the last day for filing and serving in accordance with Fed. R. Bankr. P. 3017(a) and L.B.R. 3017-1(b), written objections to the disclosure statement. * Nov. 27, 2019, is fixed as the last day for filing and serving written objections to confirmation of the plan pursuant to Fed. R. Bankr. P. 3020(b)(1). * Dec. 12, 2019, at 1:30 p.m., is fixed for the evidentiary hearing on confirmation of the plan and to consider final approval of the disclosure statement to be held at the U.S. Bankruptcy Court, U.S. Custom House, 721 19th Street, Courtroom E, Fifth Floor, Denver, Colorado 80202. About F&M Trucking F&M Trucking, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 19-11306) on Feb. 26, 2019. At the time of the filing, the Debtor had estimated assets of less than $500,000 and liabilities of less than $500,000. The case has been assigned to Judge Thomas B. Mcnamara. The Debtor hired the Law Office of Bonnie Bell Bond, LLC as its legal counsel. FLAMINGO/TENAYA LLC: Trustee Hires Atkinson Law as Attorney ----------------------------------------------------------- Brian D. Shapiro, the Chapter 11 Trustee of Flamingo/Tenaya, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Atkinson Law Associates Ltd., as attorney to the Trustee. The Trustee requires Atkinson Law to: a. assist the Trustee to develop legal positions and strategies, and assist the Trustee in the performance of his duties; b. assist the Trustee with the disposition and recovery of assets; c. represent the Trustee in contested matters, objections, and, if so required, adversarial proceedings; and d. provide such other counsel and advice as the Trustee may require in connection with the bankruptcy case. Atkinson Law will be paid at these hourly rates: Attorneys $550 Paralegals $180 Atkinson Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert Atkinson, a partner at Atkinson Law 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. Atkinson Law can be reached at: Robert Atkinson, Esq. ATKINSON LAW ASSOCIATES LTD. 376 E Warm Springs Rd, Suite 130 Las Vegas, NV 89119 Tel: (702) 614-0600 Fax: (702) 614-0647 E-mail: robert@nv-lawfirm.com About Flamingo/Tenaya Based in Las Vegas, Nevada, Flamingo/Tenaya, LLC is engaged in activities related to real estate. It filed as a domestic limited liability company in Nevada on March 5, 2003. Flamingo/Tenaya sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-16614) on Dec. 12, 2017. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Laurel E. Davis. Brian D. Shapiro was named the Chapter 11 Trustee of Flamingo/Tenaya, LLC. The Trustee tapped Atkinson Law Associates Ltd., as attorney to the Trustee. FLEXOGENIX GROUP: Grobstein Teeple Defends Retroactive Employment ----------------------------------------------------------------- Grobstein Teeple LLP, the firm proposed by Flexogenix Group, Inc. and its affiliates to serve as their accountant and financial advisor in their Chapter 11 cases, said retroactive approval of the firm's employment from May 1, 2019, is appropriate since its services provided "significant benefit" to the Debtors' bankruptcy estates. In a supplement to the Debtors' employment application, Grobstein Teeple told the U.S. Bankruptcy Court for the Central District of California that aside from reviewing the Debtors' financial and accounting records and assisting them with the initial steps required in the bankruptcy process, the firm also has provided financial guidance regarding the shut-down of certain clinics, which significantly decreased the estates' administrative expenses. "The fact that these steps were taken at the onset further benefited the estates by keeping the maintenance costs of these clinics to a minimum," Grobstein Teeple said in the filing. Grobstein Teeple also argued that the Debtors' estates will not be prejudiced by the firm's retroactive employment. "As a result of their combined efforts, the Debtors and the firm were able to ensure that the estates retained the appropriate and necessary professionals to service the estates' financial and accounting needs while, at the same time, taking steps to avoid the potential for duplication of work and unnecessary expense," Grobstein Teeple said in the court filing. On July 30, 2019, the Debtors sought court approval to employ Grobstein Teeple to assist with the accounting aspects of their operations, prepare tax returns, assist in the preparation of their reorganization plan, and provide other services as their accountant and financial advisor. The Debtors proposed to pay the firm at their hourly rates, which range from $300 to $485 for partners and principals, $225 to $375 for managers and directors, $85 to $275 for staff and senior accountants, and $125 for para-professionals. About Flexogenix Group Flexogenix Group, Inc. -- https://flexogenix.com/ -- offers non-surgical solutions for knee pain, osteoarthritis and injuries. Flexogenix treatments have options for acute injuries as well as chronic overuse conditions. The company has locations in Atlanta, Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma City. Flexogenix Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19-12927) on March 18, 2019. At the time of the filing, Flexogenix Group was estimated to have assets between $1 million and $10 million and liabilities of between $10 million and $50 million. The cases are assigned to Judge Barry Russell. The Debtors tapped Margulies Faith LLP as legal counsel; Nelson Hardiman, LLP as special counsel; and hire Levy, Sapin, Ko & Freeman as tax accountant. FOREVER 21: Lazard Okayed as Investment Banker ---------------------------------------------- Forever 21, Inc., and its debtor-affiliates sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware authorizing the Debtors to employ Lazard Freres & Co. LLC as their investment banker, nunc pro tunc to the September 29, 2019 petition date. The Debtors require a qualified and experienced investment banker with the resources, capabilities, and experience of Lazard to assist them in pursuing the transactions that are crucial to the success of the Debtors' cases. An investment banker, such as Lazard, fulfills a critical service that complements the services provided by the Debtors' other professionals. Pursuant to the Engagement Letter, Lazard will advise and assist the Debtors in connection with these tasks: * Review and analyze the Debtors' business, operations, and financial projections; * Evaluate the Debtors' potential debt capacity in light of their projected cash flows; * Assist in the determination of a capital structure for the Debtors; * Assist in the determination of a range of values for the Debtors on a going concern basis; * Assist in analyzing potential liability management transactions or other capital structure alternatives, including any Sale Transaction, Restructuring, and/or Financing, among others; * Advise the Debtors on tactics and strategies for negotiating with the Stakeholders; * Render financial advice to the Debtors and participating in meetings or negotiations with the Stakeholders and/or rating agencies or other appropriate parties in connection with any Transaction; * Advise the Debtors on the timing, nature, and terms of new securities, other consideration or other inducements to be offered pursuant to any Transaction; * Advise and assist the Debtors in evaluating any potential Financing transaction by the Debtors, and, subject to Lazard's agreement so to act (provided that in the absence of such agreement, the Company may engage other advisors to so act) and, if requested by Lazard, to execution of appropriate and customary agreements, on behalf of the Debtors, contacting potential sources of capital as the Debtors may designate and assisting the Debtors in implementing such Financing; * Assist the Debtors in identifying and evaluating candidates for any potential Sale Transaction, advising the Debtors in connection with negotiations and aiding in the consummation of any Sale Transaction; * Assist the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any Transaction; * Attend meetings of the Debtors' Board of Directors with respect to matters on which Lazard has been engaged to advise under the Engagement Letter; * Provide testimony, as necessary, with respect to matters on which Lazard has been engaged to advise under the Engagement Letter in any proceeding before the Court; and * Provide the Debtors with other financial restructuring advice. Investment bankers like Lazard will not typically charge for their services on an hourly basis. Instead, for restructuring matters, they customarily charge a monthly advisory fee plus an additional fee that is contingent upon the occurrence of a specified type of transaction. The Fee Structure provides that the Debtors shall pay Lazard: (i) Monthly Fee. A monthly fee of $150,000, payable on the first day of each month beginning October 1, 2019. (ii) Restructuring Fee. A fee equal to $5,000,000, payable upon the consummation of a Restructuring. (iii) Financing Fee. A fee equal to the total gross proceeds provided for in any Financing. (iv) Sale Transaction Fee. If, whether in connection with the consummation of a Restructuring or otherwise, the Company consummates a Sale Transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Company. (v) Partial Company Sale Transaction Fee. If, whether in connection with the consummation of a Restructuring or otherwise, the Company consummates any Sale Transaction not covered by clause (iv), the Company shall pay Lazard a fee based on the Aggregate Consideration calculated as set forth in the table below, but in no event less than $500,000 for each Partial Company Sale Transaction Fee. (vi) As described in subparagraphs (iv) and (v), a Sale Transaction Fee or Partial Sale Transaction Fee shall be calculated using the below table: Aggregate Consideration ($ in millions) Fee % ----------------------- ----- $0 - $100 2.50% $100 - $200 2.00% $200 - $300 1.70% $300 - $400 1.58% $400 - $500 1.50% $500 - $600 1.45% $600 - $700 1.40% $700 - $800 1.30% $800 - $900 1.25% $900 - $1,000 1.20% $1,000 - $2,000 1.15% $2,000+ 0.78% During the 90-day period prior to the commencement of these cases, Lazard was paid (i) $296,775 in fees, (ii) $17,180.09 in related expense reimbursements, and (iii) $25,000 in retainer paid in connection with the payment of its October Monthly Fee for a total of $338,955.09. Lazard will apply the $25,000 in retainer amounts received from the Debtors before the Petition Date first to any prepetition expenses incurred but not reimbursed prepetition, second to any postpetition expenses, and third to Monthly Fees. Additionally, on September 27, 2019, Lazard was paid a Financing Fee of $3,500,000 in connection with raising the Debtors' postpetition debtor-in-possession financing facilities. As of the Petition Date, no other amounts were due and payable to Lazard under the Lazard Agreement. Accordingly, Lazard is not a prepetition creditor of the Debtors. Tyler W. Cowan, Managing Director in the Restructuring Group at Lazard, attests that Lazard is disinterested and holds no materially adverse interest as to the matters upon which they are to be retained in these chapter 11 cases. The firm may be reached at: Tyler W. Cowan LAZARD FRERES & CO. LLC 30 Rockefeller Plaza New York, NY 10112 About Forever 21 Founded in 1984, and headquartered in Los Angeles, California, Forever 21, Inc. -- http://www.forever21.com/-- is a fast 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. Forever 21 delivers a curated assortment of new merchandise brought in daily. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. On Sunday, Sept. 29, 2019, Forever 21, Inc. and 7 of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122). According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Forever 21, Inc. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are: Julia Prost-Davies, Esq. Christopher L. Carter, Esq. Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110 E-mail: julia.frostdavies@morganlewis.com christopher.carter@morganlewis.com - and - Mark D. Collins, Esq. Richards, Layton & Finger, PA One Rodney Square 920 North King St. Wilmington, DE 19801 E-mail: collins@rlf.com Counsel to the administrative agent under the Debtors' DIP term loan facility: Adam C. Harris, Esq. Frederic L. Ragucci, Esq. Marc B. Friess, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 E-mail: Adam.Harris@srz.com Frederic.Ragucci@srz.com Marc.Friess@srz.com FOREVER 21: Retail Consulting Okayed as Real Estate Advisor ----------------------------------------------------------- Forever 21, Inc., and its debtor-affiliates sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to employ Retail Consulting Services, Inc. d/b/a RCS Real Estate Advisors (RCS), as their exclusive real estate advisor, nunc pro tunc to October 10, 2019. The Debtors require a qualified and experienced real estate advisor with the resources, capabilities, and experience of RCS to assist them in the analysis, negotiation, termination, and disposition of certain of the Debtors' retail real estate assets. A real estate advisor, such as RCS, fulfills a critical service that complements the services provided by the Debtors' other professionals. Pursuant to the Engagement Letter, RCS will advise and assist the Debtors in connection with these tasks: -- Provide real estate restructuring services to the Debtors, including but not limited to: a) Prepare a Lease Portfolio Book, organized by landlord and by store, showing: (a) current and future lease terms; (b) current and Historical Sales; (c) current and Historical Profitability; (d) occupancy costs; (e) square footage; (f) location; (g) rental costs relative to location profitability; (h) sales relative to square footage; (i) termination date; (j) option information; and (k) kickout information; b) Undertake an in-depth analysis of all the Debtors' leased retail real estate assets, including a review of each asset's occupancy costs relative to sales volume and store profit contribution; c) Assist the Debtors in developing the Real Estate Action Plan to determine the most suitable course of action for each store; contacting and negotiating with designated landlords as deemed necessary by the Debtors; and d) Work with landlords and the Debtors to document all lease modification proposals; -- Provide real estate restructuring services to the Debtors, including but not limited to: a) Create a marketing program and budget which may include newspaper, magazine or journal advertising, letter and/or flyer solicitation, placement of signs, direct telemarketing, email, fax blasts, and such other marketing methods as may be necessary; b) Market the Disposition Properties; c) Prepare and disseminate marketing materials; d) Communicate with parties who express an interest in a Disposition Property; e) Locate additional parties who may have an interest in the purchase of a Disposition Property; f) Provide the Debtors with an updated and current list of all parties that expressed interest in a Disposition Property, which list shall include the name and address of each such party as well as the date of initial contact with each such party; g) Respond to and provide the information necessary to negotiate with and solicit offers from prospective purchasers and/or settlements from landlords; h) Make recommendations to the Debtors as to the advisability of accepting particular offers or settlements; and i) Offer for disposition, on terms and conditions established by the Debtors, all properties designated in writing by the Debtors for sale or other disposition on an "exclusive right to sell" basis. The Fee Structure provided by the Debtors to RCS are: (i) Retainer Credit: RCS was paid a non-refundable retainer fee of $250,000 prior to the Petition Date. (ii) Reduction Fee: For renegotiating the terms of any of the Debtors' leases, other than for leases with Simon Properties and Brookfield Properties, RCS shall be entitled to a percentage commission fee based on 3% of the difference between: (a) the gross rent and charges the Debtors are contracted to pay at the time of RCS's retention (the Original Lease Terms); and (b) the reduced rental payments renegotiated by RCS. However, there will be conditions needed to be complied. (iii) Relocation or Downsizing Fee: For any relocation or a downsizing of a Designated Property negotiated by RCS, other than for Simon Properties or Brookfield Properties, RCS shall be entitled to a percentage commission fee (the Relocation or Downsizing Fee) based on 3% of the difference between: (a) the Original Lease Terms; and (b) the reduced rental payments negotiated by RCS due to the relocation or downsizing. The Relocation or Downsizing Fee for Simon and Brookfield properties will be 1.5% of the difference between subsection (a) and (b) herein. (iv) Termination Fee: Upon the consummation of a lease termination agreement with a subject landlord, other than for Simon Properties or Brookfield Properties, RCS shall be entitled to a percentage commission fee based on 3% of the Gross Rental Obligation avoided for the earlier of the term of the lease or the kick out date, less the amount paid to the landlord or other party for termination. (v) Modification Fee: For any non-financial lease modification achieved not involving rent savings, such as, but not limited to, lease extensions, deferred rent payments or any other non-monetary lease modifications, that are accepted and agreed to by the Debtors, RCS shall receive as compensation five thousand dollars ($5,000) per lease re-negotiated by RCS. (vi) Transaction Fee: Once RCS's closes a transaction that disposes of any or all of the Disposition Properties, whether by assignment to a third party or surrender to their respective landlords on terms and conditions satisfactory to the Company (a Transaction), RCS shall receive an amount equal to three percent (3%) of the total amount of money paid to the Debtors by the lease assignee, the landlord or the purchaser of designation rights (the Gross Proceeds). The Company has the sole right to accept or reject any Transaction involving a Disposition Property. (vii) Miscellaneous Fees, as follows: (a) For any claims to a landlord, including any rejection claims in bankruptcy; (b) For any amounts negotiated by RCS that are paid to the Debtor from a landlord; (c) If requested by the Debtors, for each landlord consent obtained by RCS to extend the deadline for the Debtors to assume or reject a lease as part of this chapter 11 case. However, the fees paid above must not exceed $4,000,000.00. There will also be reimbursement for all reasonable expenses incurred after the Petition Date (including travel, lodging, express mail, and postage). Ivan L. Friedman, president and chief executive officer of Retail Consulting Services, Inc., attests that his firm is disinterested and holds no materially adverse interest as to the matters upon which it is to be retained in these chapter 11 cases. The firm may be reached at: Ivan L. Friedman Retail Consulting Services, Inc. 470 Seventh Avenue New York, NY 10018 About Forever 21 Founded in 1984, and headquartered in Los Angeles, California, Forever 21, Inc. -- http://www.forever21.com/-- is a fast 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. Forever 21 delivers a curated assortment of new merchandise brought in daily. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. On Sunday, Sept. 29, 2019, Forever 21, Inc. and 7 of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122). According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 11, 2019, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Forever 21, Inc. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. FRANK INVESTMENTS: Auction of Cape May Property Approved -------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Frank Investments, Inc.'s bidding procedures in connection with the sale of a real property located in Cape May, New Jersey, known and designated as Lot 6 in Block 1062 as shown on the Tax Map of the Cape May City and commonly known as 711 Beech Avenue, Cape May, New Jersey, to Dov Davidoff for $4.7 million, subject to overbid. The Stalking Horse Agreement is approved subject to the terms and conditions of the order, and Dov Davidoff, the Stalking Horse is approved as the stalking horse bidder. The Stalking Horse Agreement is modified to reflect that the deposit of the Stalking Horse is being held in a non-interest-bearing account. The right of either party to the Stalking Horse Agreement to assert claims relating to interest earned on the deposit is accordingly deemed waived. The $25,000 breakup fee referenced in the Stalking Horse Agreement is approved. The Sale Notice is approved subject to the terms and conditions of the Order. The deadline for all parties to complete due diligence regarding the real property referenced in the Motion, along with leases in the Property ("Leases") is 2:00 p.m. on Nov. 5, 2019. Due diligence will be coordinated through the counsel for the Debtor, Shraiberg, Landau & Page, P.A., or the broker for the Debtor, Fred Meyer and NAI Mertz. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 6, 2019 at 2:00 p.m. b. Initial Bid: $4.75 million, cash at closing c. Deposit: $250,000 d. Auction: The Debtor proposes conduct an auction that will take place at the ICONA Hotel – Cape May, which is located at 1101 Beach Avenue, Cape May, NJ 08206 (609-898-8100), at 12:30 p.m. on Nov. 12, 2019 or as otherwise determined by the Court. e. Bid Increments: $50,000 f. Sale Hearing: Nov. 14, 2019 at 10:30 a.m. g. Closing: Nov. 20, 2019. The Debtor will provide written notice of the Auction, the bidding procedures, and the Sale Hearing upon all parties-in-interest. The notice will include a form substantially identical to the Sale Notice. About Frank Investments Frank Investments Inc., Frank Theatres Management LLC and Frank Entertainment Companies, LLC are affiliates of Rio Mall, LLC, which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018. Rio Mall, LLC, owns and operates commercial real property that comprises the shopping center known as Rio Mall located at 3801 Route 9 South, Rio Grande, N.J. Frank Investments and its debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 18-20019) on Aug. 17, 2018. At the time of the filing, Frank Investments and Frank Entertainment had estimated assets of between $10 million and $50 million and liabilities of the same range. Frank Theaters had estimated assets of between $10 million and $50 million and liabilities of between $50 million and $100 million. Bradley S. Shraiberg, Esq., at Shraiberg Landau & Page, P.A., is the Debtors' bankruptcy counsel. No official committee of unsecured creditors has been appointed. FRICTIONLESS WORLD: Hires r2 Advisors as Financial Advisor ---------------------------------------------------------- Frictionless World, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ r2 Advisors, LLC, as financial advisor to the Debtor. Frictionless World requires r2 Advisors to: (a) assist with day-to-day bookkeeping and accounting; (b) assist with the Debtor's operations and labor force pending completion of the liquidation and reorganization process; and (c) assist in the execution and filings necessary to satisfy the Debtor's responsibilities under the Bankruptcy Code, such as its monthly operating reports. r2 Advisors will be paid at these hourly rates: Thomas Kim, Managing Director $500 Joseph Richman, Director $250 Chris Erickson, Director $250 Anne O'Donnell, Analyst $150 Prior to the Petition Date, r2 Advisors received $50,000 from the Debtor. As of the Petition Date, the Firm had billed and been paid $26,000, leaving a balance of $24,000 in the retainer account on the Petition Date. r2 Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas M. Kim, partner of r2 Advisors, 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. r2 Advisors can be reached at: Thomas M. Kim, partner of R2 ADVISORS, LLC 1518 Blake Street Denver, CO 80202 Tel: (303) 865-8640 About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- is a provider of professional grade outdoor power equipment, replacement parts for tractors, hitches and agricultural implements, gate and fence equipment, lithium ion powered tools, and ice fishing equipment. The Company offers brands such as Dirty Hand Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. Frictionless World sought Chapter 11 protection (Banks. D. Col. Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is the case judge. In the petition signed by CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503 and total liabilities of $17,364,542. WADSWORTH GARBER WARNER CONRARDY, P.C., is serving as the Debtor's counsel. Thomas P. Howard, LLC, is special counsel. r2 Advisors, LLC, is the financial advisor. FRICTIONLESS WORLD: Hires Thomas P. Howard as Special Counsel ------------------------------------------------------------- Frictionless World, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ Thomas P. Howard, LLC, as special counsel to the Debtor. Changzhou Inter Universal Machine & Equipment CO., LTD ("CIU") is a Chinese company that from 2012 until April 29, 2019, supplied the Debtor with parts and products. The Debtor's bankruptcy filing was caused by CIU's deliberate breach of more than 250 purchase orders submitted by the Debtor through the pass-through entity Frictionless, LLC in the spring of 2019. CIU's actions were made in concert with its owner Li Zhixiang ("Li"), its related entity Changzhou Zhong Lian Investment Co. Ltd. ("ZL Investments"), Li's son and the majority owner of ZL Investments, Frank Li, and one or more of Li's children, in furtherance of a scheme hatched in late 2018 to eliminate the Debtor and thereby appropriate profits and market share for themselves at the Debtor's expense. The scheme culminated in the purchase order breach which itself came on the heels of an arbitration proceeding commenced by ZL Investments against the Debtor and its CEO and owner Daniel Banjo ("Banjo"). CIU's breach occurred exactly at the beginning of the 2019 season when the Debtor's customers were expecting shipments. It followed months of written representations to the Debtor that products were being manufactured and shipments were coming, and that all POs would be honored. Further, it followed the Debtor providing accelerated payments of over $4.5 million to CIU in direct reliance on CIU's representations, in order to assist in CIU's alleged manufacturing. CIU's deliberate breach had a domino effect on the Debtor's operations in 2019. The Debtor scrambled to find alternative manufacturers to supply products and parts and, although having some success doing so, the delays attendant to obtaining product from the ground up resulted in the Debtor's inability to fulfill orders from the major retailers with whom it did business on a regular basis, including Lowe's and Home Depot, among others. The failure to fulfill such orders, in turn, led to those retailers' termination of their agreements with the Debtor due to its inability to deliver product, thereby creating a spiral that ultimately resulted in the chapter 11 filing. Prior to the Petition Date, Thomas P. Howard represented Banjo and the Debtor in the Arbitration. Thomas P. Howard will continue to represent Banjo. Thomas P. Howard will also continue to represent the Debtor as co-counsel with Wadsworth Garber Warner Conrardy, P.C. in all litigation matters involving ZL, CIU, and Li. Thomas P. Howard will be paid at these hourly rates: Attorneys $315 to $335 Paralegals $150 Prior to the Petition Date, the Debtor paid Thomas P. Howard the amount of $300,000. As of the Petition Date, the Firm was paid $85,212.42, leaving a retainer of $214,787.58. Thomas P. Howard will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas P. Howard, partner of Thomas P. Howard, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Thomas P. Howard can be reached at: Thomas P. Howard, Esq. THOMAS P. HOWARD, LLC 842 W South Boulder Rd, Suite 100 Louisville, CO 80027 Tel: (303) 665-9845 About Frictionless World Frictionless World, LLC -- https://www.frictionlessworld.com/ -- is a provider of professional grade outdoor power equipment, replacement parts for tractors, hitches and agricultural implements, gate and fence equipment, lithium ion powered tools, and ice fishing equipment. The Company offers brands such as Dirty Hand Tools, RanchEx, Redback, Trophy Strike and Vinsetta Tools. Frictionless World sought Chapter 11 protection (Banks. D. Col. Case No. 19-18459) on Sept. 30, 2019. The Hon. Michael E. Romero is the case judge. In the petition signed by CEO Daniel Banjo, the Debtor disclosed total assets of $14,600,503 and total liabilities of $17,364,542. WADSWORTH GARBER WARNER CONRARDY, P.C., is serving as the Debtor's counsel. Thomas P. Howard, LLC, is special counsel. r2 Advisors, LLC, is the financial advisor. FRIENDSWOOD COMMERCIAL: $836K Sale of Friendswood Property Denied ----------------------------------------------------------------- Judge Jeffrey P. Norman of the U.S. Bankruptcy Court for the Southern District of Texas denied without prejudice Friendswood Commercial, LLC's sale of approximately 2.8 acres of developed commercial land situated in the Friendswood Trails subdivision in the City of Friendswood, Galveston County, Texas, more particularly described as ABST 184 M Sloan Survey TR 15-2, to George W. Browne, MD or his Assigns for $836,352. The Debtor filed the Motion on Oct. 17, 2019, and self-calendared it for hearing on Nov. 8, 2019. The notice on the motion correctly gives a response deadline of 21 days. However, Fed. R. Bankr. P. requires three extra days be added to any response deadline to allow for mailing. Therefore, the response deadline for this motion is on Nov. 11, 2019, which is after the scheduled hearing date. The Debtor's counsel is encouraged to review the Court's procedures, which provide detailed instructions for service and noticing. About Friendswood Commercial Friendswood Commercial, LLC classified its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Friendswood Commercial sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-80177) on June 3, 2019. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by Waldron & Schneider, L.L.P. GEMSTONE SOLUTIONS: Hires O'Hagan Meyer as Conflict Counsel ----------------------------------------------------------- Gemstone Solutions Group, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ O'Hagan Meyer PLLC, as conflict counsel to the Debtor. Gemstone Solutions requires O'Hagan Meyer to perform any legal services that will be necessary or appropriate in connection with the defense of the recently filed adversary proceeding styled as Deutsche Bank Trust company Americas v. Gymboree Group, Inc., et al. (Adv. Pro. No. 19-03071-KLP). O'Hagan Meyer will be paid at these hourly rates: Partners $475 to 575 Associates $250 to 325 Paralegals $145 O'Hagan Meyer will also be reimbursed for reasonable out-of-pocket expenses incurred. James C. Cosby, partner of O'Hagan Meyer PLLC, 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. O'Hagan Meyer can be reached at: James C. Cosby, Esq. O'HAGAN MEYER PLLC 411 East Franklin Street, Suite 500 Richmond, VA 23219 Tel: (804) 403-7100 About Gemstone Solutions Group Gemstone Solutions Group, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Lead Case No. 19-30258) on Jan. 16, 2019, estimating under $1 million in both assets and liabilities. The Debtor tapped Milbank LLP as counsel, Kutak Rock LLP as co-counsel, and O'Hagan Meyer PLLC, as conflict counsel. GENERAL ELECTRIC: Egan-Jones Lowers FC Senior Unsec. Rating to BB+ ------------------------------------------------------------------ Egan-Jones Ratings Company, on November 7, 2019, downgraded the foreign currency senior unsecured rating on debt issued by General Electric Company to BB+ from BBB-. General Electric Company is an American multinational conglomerate incorporated in New York City and headquartered in Boston. GO-GO'S GREEK GRILLE: Hires Buddy D. Ford, P.A. as Bankr. Counsel ----------------------------------------------------------------- Go-go's Greek Grille LLC requests an order from the U.S. Bankruptcy Court for the Middle District of Florida authorizing the employment of the law firm of Buddy D. Ford, P.A., as bankruptcy counsel in this Chapter 11 case. The professional services Buddy D. Ford, P.A. will render, include: a. Analyze the financial situation, and render advice and assistance to the Debtor in determining whether to file a petition under the Bankruptcy Code; b. Advise the Debtor with regard to the powers and duties of the debtor and as Debtor-in-possession in the continued operation of the business and management of the property of the estate; c. Prepare and file petitions, schedules of assets and liabilities, statement of affairs, and other documents required by the Court; d. Represent the Debtor at the Section 341 Creditors' meeting; e. Give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in-possession in the continued operation of its business and management of its property; if appropriate; f. Advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. Prepare, on the behalf of the Debtor, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. Protect the interest of the Debtor in all matters pending before the court; i. Represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 Plan; and j. Perform all other legal services for Debtor and as Debtor-in-possession which may be necessary, and it is necessary for Debtor and as Debtor-in-possession to employ this attorney for such professional services. Buddy D. Ford, P.A. will be paid an hourly basis, with Buddy D. Ford paid $425.00 per hour, Senior associate attorneys at $375.00 per hour, Junior associate attorneys at $300 per hour, Senior paralegal services at $150 per hour, and Junior paralegal services at $100 per hour. Prior to the commencement of this case, the Debtor paid an advance fee of $12,000.00 as follows: * $2,000.00 pre-filing fee retainer * $8,283.00 post-filing fee/cost retainer * $1,717.00 filing fee. Buddy D. Ford, Esq., attests that his firm has no connection with the Debtor, the creditors, or any other party in interest, or any party in interest, or their respective attorneys. Go-Go's Greek Grille, LLC filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 19-10198) on October 28, 2019, listing under $1 million in assets and liabilities. Buddy D. Ford, P.A. serves as counsel to the Debtor. GOEASY LTD: S&P Rates New $500MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' debt rating on goeasy Ltd.'s (GSY) proposed $500 million senior unsecured notes due 2024. S&P's issuer credit rating on GSY is 'BB-' with a stable outlook. S&P expects the company to use the proceeds to repay the existing $475 million senior unsecured notes due 2022, to pay some transaction expenses, and for general corporate purposes. Given the minimal increase in debt associated with this transaction, S&P continues to expect leverage to stay within 2.25x-2.75x. S&P's ratings on GSY reflect the company's competitive market position in nonprime consumer lending and lease financing in Canada, strong track record of profitability, and low leverage as measured by debt to adjusted total equity (ATE). Conversely, the rating agency views the company's exposure to nonprime lending, which carries high charge-off rates, and a relatively concentrated funding profile, as negative rating factors. The stable outlook reflects S&P's expectation that over the next 12 months GSY will maintain its solid market position in nonprime consumer lending and lease financing. S&P's base-case scenario assumes the company operates with leverage, as measured by debt to ATE, within 2.25x-2.75x for the foreseeable future. The outlook also incorporates the rating agency's expectation that the company will continue to operate with net charge-offs below 15%. "We could lower the rating over the next 12 months if the company increases leverage above 2.75x on a sustained basis or if the company's operating performance materially deteriorates," S&P said. "We could raise the rating if the company maintains stable credit performance while successfully executing its strategic growth plans and continues improving its funding through an increased use of unsecured financings, multiple lending counterparties, and staggered maturities," the rating agency said. GREGORY L. MOLDEN: Hires Delisha Boyd as Real Estate Broker ----------------------------------------------------------- Gregory L. Molden M.D., Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Delisha Boyd LLC, as real estate broker to the Debtor. Gregory L. Molden requires Delisha Boyd to market and sell the Debtor's real property and equipment located at its medical office building on 2300 S. Galvez, New Orleans, Louisiana. Delisha Boyd will be paid a commission of 6% of the gross sale price. Leslie A. Ellison, partner of Delisha Boyd 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. Delisha Boyd can be reached at: Leslie A. Ellison DELISHA BOYD LLC 4747 Earhart Blvd. Suite J New Orleans, LA 70125 Tel: (504) 533-8701 Fax: (504) 324-0930 About Gregory L. Molden M.D. Gregory L. Molden M.D. Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 19-12073) on August 1, 2019, disclosing under $1 million in both assets and liabilities. The Debtor is represented by THE DE LEO LAW FIRM, LLC. GREGORY TE VELDE: Trustee's Auction of Surplus Vehicles & Eqpt. OKd ------------------------------------------------------------------- Judge Fredrick E. Clement of the U.S. Bankruptcy Court for the Eastern District of California authorized Randy Sugarman, the Chapter 11 Trustee for Gregory John te Velde, to sell surplus vehicles and equipment at a public auction to be conducted by Ritchie Bros. Auctioneers. A hearing on the Motion was held on Oct. 23, 2019 at 9:30 a.m. In the conduct of the auction, the Trustee is authorized to (1) employ Ritchie Bros. as auctioneer for the Estate, and (2) to pay compensation to the auctioneer of a 15% commission or a 25% commission for any lot selling at less than $2,500. The sale will be free and clear of the following liens and interests: (i) A UCC-1 Financing Lien in favor of Rabo AgriFinance, LLC, as successor Rabobank, NA, in the approximate amount of $44 million, as evidenced by a UCC-1 Financing Statement filed on Sept. 23, 2010, in the Office of the California Secretary of State as Document No. 10-7245 872480 and thereafter amended and continued. (ii) A UCC-1 Financing Lien in favor of J.D. Heiskell Holdings, LLC in the alleged amount of approximately $7.9 million, as evidenced by a UCC-1 Financing Statement filed on Aug. 26, 2016 in the Office of the California Secretary of State as Document No. 16-543473131 and thereafter amended. (iii) A UCC-1 Financing Lien in favor of Overland Stock Yards, Inc., in the alleged amount of approximately $1.7 million, as evidenced by a UCC-1 Financing Statement filed on Oct. 11, 2017, in the Office of the California Secretary of State as Document No. 17-91346140. As adequate protection to the lienholders described, the Trustee will hold net auction proceeds in a blocked account with the liens described above to attach to these proceeds, with such proceeds not to be disbursed absent further Order of the Court. On the conclusion of the auction, the Trustee will file prepare and file a report and return of sale as is required by FRBP 6004(f)(1). About Gregory John te Velde Tipton, California-based Gregory John te Velde filed for Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 18-11651) on April 26, 2018. In his Chapter 11 petition, the Debtor estimated both assets and liabilities between $100 million and $500 million. Mr. te Velde does business as GJ te Velde Dairy, Pacific Rim Dairy and Lost Valley Farm. He formerly did business as Willow Creek Dairy. Judge Fredrick E. Clement oversees the bankruptcy case. Mr. te Velde is represented by Riley C. Walter, Esq., who has an office in Fresno, California. HERITAGE HOTEL: Obtains Approval to Use Cash Until Nov. 18 ---------------------------------------------------------- Judge Caryl Delano of the U.S. Bankruptcy Court for the Middle District of Florida, in a pro memorandum, approved the motion to use cash collateral filed by Heritage Hotel Associates, LLC, on an interim basis through Nov. 18, 2019. The Court will continue hearing on the motion on Nov. 18 at 1:30 p.m. About Heritage Hotel Associates Heritage Hotel Associates, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Heritage Hotel Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09946) on Oct. 21, 2019. At the time of the filing, the Debtor was estimated to have assets of between $10 million and $50 million, and liabilities of between $1 million and $10 million. HOLLAND FERTILIZER: Has OK on Cash Motion; Jan. 7 Final Hearing Set ------------------------------------------------------------------- Judge Paul W. Bonapfel authorized Holland Fertilizer Company, Inc., to use cash collateral, pursuant to a budget, until 11:59 p.m. EDT on the date of the final hearing on Jan. 7, 2019. The Court ruled that the Debtor may pay the actual amount owed or deposit required to any utility, taxing authority (for post-petition taxes), the United States Trustee or insurance company as actually due and needed. With respect to adequate protection, the Court ruled that: (1) Southern States Cooperative, Inc.; United Community Bank; On Deck Capital, Inc., Funding Metrics, LLC; and LG Funding LLC, are granted valid, attached, choate, enforceable, perfected and continuing security interest in, and liens upon all post-petition assets of the Debtor; (2) The Debtor will remit monthly payments on three Notes to United Community Bank beginning Oct. 2019 until further Court order, as follows: * Note 1 -- monthly principal and interest payments for $1,115.68 at a fixed interest rate of 4.57%; * Note 2 -- monthly principal and interest payments for $1,843.65 at a fixed interest rate of 5.55%; and * Note 3 -- monthly interest only payments at a fixed rate of 5.030%. A copy of the Interim Order is available at https://is.gd/Acu4WU from PacerMonitor.com free of charge. The final hearing on Jan. 7, 2020 will start at 11 a.m. in Courtroom 1401, U.S. Courthouse, 75 Ted Turner Drive SW, Atlanta, Georgia. This hearing is set in Atlanta in a Rome Division case, according to Court dockets. About Holland Fertilizer Holland Fertilizer Company, Inc., a Georgia corporation, operates a fertilizer and feed store. Holland Fertilizer Company filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 19-42115) on Sept. 13, 2019. Jones & Walden, LLC, is the Debtor's counsel. HOLLISTER CONSTRUCTION: Stark & Post Represent Three Entities ------------------------------------------------------------- In the Chapter 11 cases of Hollister Construction Services, LLC, the law firms of STARK & STARK, P.C. & Post & Schell, P.C. submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that they are representing Fabcon Precast, Conewago Enterprises, Inc. and High Concrete Group LLC. The address of Post & Schell is 1869 Charter Lane, Suite 102, Lancaster, Pennsylvania 17605-0248 and the address of Stark & Stark is 993 Lenox Drive, Bldg. 2, Lawrenceville, New Jersey 08648. Subject to continued investigation, and reserving all rights, Post & Schell and Stark & Stark each believes that it does not hold prepetition unsecured claims against the Debtors. Post & Schell and Stark & Stark each currently represents the following entities as creditors and/or parties-in-interest with respect to the above-captioned bankruptcy case: (1) Fabcon Precast 12520 Quentin Ave S, Suite 200 Savage, MN 55378 (2) Conewago Enterprises, Inc. 660 Edgegrove Road P.O. Box 407 Hanover, PA 17331 (3) High Concrete Group LLC 125 Denver Road Denver, PA 17517 Post & Schell has represented each of the Clients with respect to matters prior to the date of commencement of the Case. Stark & Stark has not represented the Clients prior to the Petition Date. The Clients currently hold unsecured prepetition claims, Section 503(b)(9) priority claims, post-petition administrative claims and potentially other claims for unpaid services, product and other charges. The full amount of each of the Client's claims is undetermined at this time. The Clients have all retained Post & Schell as lead counsel, and Stark & Stark as local counsel, to represent them with respect to their interests in connection with the above captioned case. All parties are being billed on a monthly basis. All parties are aware of Post & Schell and Stark & Stark's representation of other clients in this case. Upon information and belief formed after due inquiry, neither Post & Schell nor Stark & Stark owns any equity interests in the Debtor. Post & Schell and Stark & Stark have no written contracts of representation with the Clients other than ordinary and usual engagement letters. Post & Schell and Stark & Stark represents each of the Clients individually and the Clients do not constitute a committee. If either Post & Schell or Stark & Stark undertakes an additional representation of other clients in this Chapter 11 Case, this statement will be supplemented in accordance with Bankruptcy Rule 2019. Local Counsel to High Concrete Group, LLC, Conewago Enterprises, Inc., and Fabcon Precast can be reached at: STARK & STARK, P.C. Joseph H. Lemkin, Esq. 993 Lenox Drive, Bldg. 2 Lawrenceville, NJ 08648 Telephone: (609) 791-7022 Facsimile: (609) 895-7395 E-mail: jlemkin@stark-stark.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/E3ADrM About Hollister Construction Hollister Construction Services, LLC -- http://www.hollistercs.com/ -- is a full service commercial construction company with a team of 150+ construction professionals. The Company's specialties include interior and exterior renovations, building additions, and ground up construction. Hollister's areas of expertise include the construction of corporate, education, healthcare, industrial, retail, and residential projects. Hollister Construction sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 19-27439) on Sept. 9, 2019, in Trenton, New Jersey. In the petition signed by Brendan Murray, president, the Debtor was estimated to have $100 million to $500 million in assets and liabilities of the same range. Hon. Michael B. Kaplan oversees the case. The Debtor tapped Lowenstein Sandler as counsel; 10X CEO Coaching, LLC, as restructuring counsel; and The Parkland Group, Inc., as business consultant. HOUGHTON MIFFLIN: Fitch Assigns BB- Rating on New Secured Notes --------------------------------------------------------------- Fitch Ratings assigned a 'BB-'/'RR2' rating to Houghton Mifflin Harcourt Publishers Inc., Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC's proposed issuance of secured notes. In addition, Fitch has assigned a 'BB-'/'RR2' rating to the new secured term loan that was issued by the same co-borrowers. The proceeds of the issuance, along with proceeds from the new term loan B will be used to repay HMH's existing debt. The new notes are senior secured obligations and rank pari passu with the security interest in the collateral for the new senior secured credit facilities. KEY RATING DRIVERS Cost Realignment Plan: HMH is realigning its cost structure to support a consistently positive FCF business model. In past years, HMH would increase investment in marketing and product development dramatically before an adoption cycle before realizing a return on this investment in adoption years. HMH is attempting to move to a model that more evenly spread costs over all years to avoid excessive volatility in FCF over the adoption cycle. The company intends to spread product development costs by developing new materials in an iterative process that leverages past works rather than creating a new book for each adoption. In connection with the shift, HMH is undertaking a restructuring that will result in a net headcount reduction of about 8% as the company realigns resources toward the Extensions business. Strong Adoption Calendar: 2018 was a cyclical trough for K-12 adoptions in the United States, leading to a material reduction in earnings for that period. 2019 marks the start of a strong adoption calendar, with key adoptions in Texas and California. As of 3Q19, HMH is performing well in the current adoption cycle despite a delay in the adoption of a new math program in Florida. HMH currently has a 56% market share for the adoption of a new ELA program in Texas and is the market leader in year one of California's three-year adoptions for a new science program. Overall, Fitch forecasts an elevated level of adoption spending through 2023 will support a material increase in revenue and EBITDA over the forecast period. Continued Investment in Extensions Segment: Fitch views HMH's continued investment in its Extensions segment positively given the better growth prospects in supplemental learning and the reduced cyclicality in comparison with the company's Core solutions business. The Extensions segment focuses on providing supplemental education to students performing above or below standards. Fitch regards the addressable market for the Extensions segment as large. With the general raising of K-12 educational standards and the adoption of Common Core or some variant, there is an increased need for supplemental and more personalized learning to improve assessment results and student outcomes. Moderate Leverage: Fitch is anticipating that FFO-adjusted leverage will approximate 4.5x by year-end 2019 and decline over the rating horizon, driven by a strong adoption calendar with key adoptions in Texas, Florida and California. This strong adoption calendar comes on the tail of a cyclical trough in 2018, leading to large reduction in leverage in 2019. Additionally, management is committed to deleveraging and intends to prioritize the application of FCF to debt repayment through the upcoming adoption cycle. Competitive Market: HMH competes with various other publishers in the K-12 education market. The company, together with Pearson Education and McGraw-Hill are the largest textbook manufactures, and Fitch believes all three collectively hold more than 80% of the market. Market share can fluctuate in any given adoption cycle as publishers trade of territory. Operational missteps such as failure to gain state approval can leave publishers open to losses in market share in any given adoption cycle. Debt Refinancing: The proposed refinancing includes the repayment of the current debt outstanding with the issuance of a senior secured term loan B, secured notes and $102 million in balance sheet cash. Partial prepayment with balance sheet cash makes this transaction slightly deleveraging, dropping pro forma FFO-adjusted leverage from 8.6x to roughly 6.0x for the LTM period ending June 30, 2019. The planned refinancing will also extend the maturity of their 2021 revolver to 2024. Fitch views the transaction positively given the reduction in leverage and improvement in liquidity following the revolver extension. DERIVATION SUMMARY HMH is well-positioned in the domestic K-12 core education and supplemental learning markets and is one of the top three K-12 textbook market publishers. HMH has completed re-investment in its core textbook educational material following a period of operational weakness that has resulted in improved market share as evidenced by recent state adoptions. Notably, peer Pearson plc (not rated) announced the sale of its K-12 curriculum and instructional materials business (Pearson Ed) for $250 million in February 2019. The sale was driven by Pearson's continued weak performance and its inability to invest sufficient capital in digital which led to lower adoptions. Fitch expects the K-12 education publishers to benefit from the larger new adoption market from 2019-2023 including the opportunities in Florida), California and Texas, the largest adoption states that drive a significant part of the adoption cycle. The 'B' ratings reflect HMH's smaller scale and more narrow focus on the K-12 market as compared with peer, McGraw-Hill Global Education Holdings, LLC (B+/Stable). McGraw-Hill will be roughly double the size HMH in terms of revenues and will have a more diversified base with increased exposure to Higher-Ed following its proposed merger with Cengage Learning. McGraw-Hill has also maintained historically higher margins and lower leverage than HMH. KEY ASSUMPTIONS - Revenue growth in the mid to low single digit range as the adoption cycle picks up in 2019; - Total billings (revenue + change in deferred revenue) growth in of 22% in 2019. Billings remain elevated over rating horizon due to favorable adoption calendar; - HMHC maintains leading share in California science curriculum and the postponed Florida math adoption occurs in 2022; - EBITDA margins remain in low single digits range in 2019 as deferred revenue increases, ramping up to low double digits range as earnings are recognized; - FCF margins in the mid-single digits over rating horizon due to favorable adoption schedule; - Pre-publication costs of $110 million annually; - Restructuring costs of about $29 million in 2019 due to realignment, tapering to about $4 million over the rating horizon; - FCF applied to debt prepayments; - FFO-adjusted leverage declines to 2.9x in 2022 from 4.2x in 2019 as a result of debt prepayments; - The recovery analysis assumes HMH would be considered a going concern in bankruptcy and it would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis; - The recovery analysis assumes K-12 market share loss to McGraw-Hill and Pearson driven by an inability to win enough upcoming state adoptions, which pressures margins. The post-reorganization going concern EBITDA of $152 million is based on Fitch's estimate of HMH's average EBITDA over a normal cycle, adjusted to include deferred revenues; - Fitch assumes HMH will receive a going-concern recovery multiple of 5.0x EBITDA. The estimate considered several factors. HMH and Pearson have traded at a median EV/EBITDA of 12.2x and 10.9x, respectively. During the last financial recession, Pearson traded at about 8.0x EV/EBITDA, while neither McGraw-Hill nor HMH were public at the time. In 2014, Cengage emerged from bankruptcy with a $3.6 billion valuation, equating to an emergence multiple of 7.7x. The most recent textbook publishing transaction occurred in February 2019 with Pearson's announced sale of its K-12 business for $250 million or 9.5x operating profit (EBITDA was not disclosed). In March 2013, Apollo Global Management LLC acquired McGraw-Hill from S&P Global, Inc. for $2.5 billion, or a multiple of estimated EBITDA of approximately 7x; - Fitch assumes a 75% draw HMH's $250 million A/R facility. The recovery analysis also assumes HMH has a new $330 million secured first lien term loan and $350 million in secured notes; - The recovery analysis results in a 'BB-'/'RR2' on the first lien term loan and first lien secured notes, or two notches above HMH's 'B' IDR. Fitch does not rate HMH's A/R facility. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action - Debt reduction is sufficient enough to drive FFO-adjusted total leverage below 5.0x with the expectation it can be sustained at that level through cyclical adoption troughs; - Sustained positive FCF. Developments That May, Individually or Collectively, Lead to Negative Rating Action - FFO-adjusted total leverage exceeds 6.0x on a sustained basis into cyclical industry improvement, whether driven by operating weakness or a leveraging transaction; - Sustained negative FCF with the expectation of negative cash flow into cyclical industry improvement. LIQUIDITY AND DEBT STRUCTURE Improving Liquidity: HMH had $308.7 million in balance sheet cash and availability on the company's $250 million revolver as of Sept. 30, 2019. Fitch expects improved FCF generation over the rating horizon as the adoption cycle is projected to enter a period of elevated spending through 2023. Fitch views the refinancing transaction positively given the deleveraging effect of the $102 million in prepayments with balance sheet cash as well as the extension of maturities. Additionally, management has indicated that debt prepayments will be a primary use of FCF over the rating horizon. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. HOUGHTON MIFFLIN: Moody's Rates $350MM Sr. Sec. Notes 'B3' ---------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Houghton Mifflin Harcourt Publishers Inc.'s newly launched $350 million senior secured notes due 2025, which together with the recently launched $330 million senior secured term loan and cash on the balance sheet are anticipated to refinance the existing term loan maturing in 2021. Moody's anticipates that total gross debt outstanding will be approximately $680 million, a reduction of $86 million compared to the 3Q 2019 balance. There is no change to the company's existing ratings or outlook. Assignments: Issuer: Houghton Mifflin Harcourt Publishers Inc. Gtd Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4) RATINGS RATIONALE HMH's B3 CFR reflects material improvement in the company's performance during 2019 adoption cycle, with outperformance in the Texas Reading product portfolio, and strong performance in other locations combined with the pending gross debt reduction. Moody's anticipates a robust adoption calendar over the next several years and anticipate that HMH will be able to maintain or grow its share of sales in its primary K-12 education markets. In addition, the company's learning Intervention products performed well, and HMH communicated its intention to expand and grow its presence in the Extension products over the next several years to reduce reliance on highly cyclical core educational materials adoptions. A more incremental approach toward product development will also be adopted, as HMH intends to transform its business towards a service-like offering. While the company's performance has improved throughout 2019, Moody's anticipates competition to remain strong, particularly in the more discretionary Extensions market. Moody's anticipates positive free cash flow generation as HMH benefits from robust adoption calendar over the next several years, as more states refresh their curriculum offerings, and the company uses its strong position in the K-12 core market to grow and expand its Extensions offering. The K-12 education market is vulnerable to shifts in school budgets, spending that is highly seasonal and dependent on yearly fluctuations in state adoptions, and growing and intense competition from a push to utilize technology to cost-effectively improve student learning outcomes. Moody's expects digital adoption of courseware in the K-12 market to remain slow, as financial and technological limitations continue to weigh on the transition to a service-like model for educational software. Smaller, technologically focused and nimble curricula providers also have an ability to compete in the Extensions market, more so than in Core products. The Senior Secured ABL revolver is supported by a first lien on receivables and inventory and a second lien on other assets. Moody's believes the senior secured notes collateral package (consisting of a second lien on receivables and inventory and a first lien on other assets) is less liquid and weaker than that of the revolver. Accordingly, the senior secured notes (rated B3 with a LGD4 assessment) are ranked behind the revolver in Moody's loss given default notching framework. The principal methodology used in this rating was Media Industry published in June 2017. Houghton Mifflin Harcourt Company, headquartered in Boston, MA, is one of the three largest U.S. education publishers focusing on the K-12 market with an estimated $1.4 billion of reported revenue for the 12 months ended September 30, 2019. Houghton Mifflin Harcourt Company is the ultimate parent of Houghton Mifflin Harcourt Publishers Inc. (HMH), which is a joint and several co-borrower of the rated debt along with Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC. Houghton Mifflin Harcourt Company is the Guarantor under the proposed notes. The company is publicly traded with Anchorage Capital Group, L.L.C. as the largest shareholder with an approximate 15.9% ownership of the company; Wellington Management Company owns 10.7% and the Vanguard Group Inc owns 7.4%, with the remainder being widely held. HOUGHTON MIFFLIN: S&P Rates New $350MM Senior Secured Notes 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '2' recovery rating to Houghton Mifflin Harcourt Co.'s proposed $350 million senior secured notes due 2025. The '2' recovery rating indicates its expectation for substantial recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. The company plans to use the net proceeds from the proposed notes issuance, along with the net proceeds from its proposed $330 million first-lien term loan, and about $102 million of cash on hand to repay its existing term loan. All of S&P's ratings on Houghton Mifflin Harcourt Co., including the 'B-' issuer credit rating and stable outlook, are unchanged. RECOVERY ANALYSIS Key analytical factors: -- S&P has assigned its 'B' issue-level rating and '2' recovery rating to the company's proposed $330 million term loan. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 80%) recovery of principal in the event of a payment default. -- S&P's simulated default scenario contemplates a default in 2021 due to economic pressure from strained state and local budgets, an increasingly competitive environment, poor product management and marketing execution, and difficulty transitioning from print to digital products and solutions. -- S&P's default scenario assumes that HMH would reorganize in the event of a payment default, and it reflects its expectation that the company's market position and well-established relationships with authors and school districts will support lender recoveries. -- The proposed capital structure includes an undrawn $250 million ABL revolving credit facility due in 2024 (unrated), $330 million term loan B due in 2024, and $350 million secured notes due 2025. The borrowers are Houghton Mifflin Harcourt Publishers Inc., HMH Publishers LLC, and Houghton Mifflin Harcourt Publishing Co. -- The ABL revolver, term loan, and notes are guaranteed by the borrowers' wholly owned material domestic subsidiaries. The parent company, HMH, guarantees the borrowers' debt. -- The term loan and notes (first-lien debt) are secured by a lien on the borrowers' and guarantors' tangible and intangible property, including a pledge of the capital stock--limited to 65% of the capital stock of first-tier foreign subsidiaries. However, the ABL is secured by a first-priority security interest on current assets, such as accounts receivable, inventory, deposit accounts, and cash. The term loan and notes have a second lien on the ABL collateral, and the ABL has a second lien on the collateral securing the term loan and notes. The recovery rating on the term loan and notes reflect, among other things, the loans' junior position in the capital structure as it relates to the liens supporting the $250 million ABL revolving credit facility. Simulated default assumptions: -- Simulated year of default: 2021 -- EBITDA at emergence: about $130 million -- EBITDA multiple: 6x -- The ABL revolving credit facility is 60% drawn in the hypothetical year of default Simplified waterfall: -- Net enterprise value (after administrative fees): about $740 million -- ABL priority claims: about $154 million -- Value available for first-lien secured debt claims: about $580 million -- Secured first-lien debt claims: about $685 million -- Recovery expectations: 70%-90% (rounded estimate: 80%) HOVNANIAN ENTERPRISES: Moody's Lowers CFR to Caa2, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service downgraded Hovnanian Enterprises, Inc.'s Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa2-PD/LD from Caa1-PD, and ratings on K. Hovnanian Enterprises, Inc.' second lien senior secured notes to Caa3 from Caa2. The Caa3 ratings on the company's senior unsecured debt and the Ca rating on its preferred stock were affirmed. The SGL-3 Speculative Grade Liquidity Rating is maintained. First lien note ratings are withdrawn given the notes redemption. The rating outlook is stable. The rating action was prompted by a series of refinancing transactions completed and contemplated by Hovnanian that Moody's deems to be distressed exchanges. Moody's considers these transactions as events of default, which is reflected in the Probability of Default Rating of Caa2-PD/LD. As a result of the exchanges, in Moody's view, certain of the company's creditors are or will be in a less advantaged position in terms of priority of payment, coupon or maturity. The downgrade of the Corporate Family Rating reflects Moody's view that given the highly levered capital structure the likelihood of further restructuring and distressed exchange transactions is high. The following rating actions were taken: Downgrades: Issuer: Hovnanian Enterprises, Inc. Probability of Default Rating, Downgraded to Caa2-PD/LD from Caa1-PD Corporate Family Rating, Downgraded to Caa2 from Caa1 Issuer: K. Hovnanian Enterprises, Inc. Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD4) Affirmations: Issuer: Hovnanian Enterprises, Inc. Pref. Stock Preferred Stock, Affirmed Ca (LGD6) Issuer: K. Hovnanian Enterprises, Inc. Senior Unsecured Bank Credit Facility, Affirmed Caa3 (LGD5 from LGD6) Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD5 from LGD6)) Withdrawals: Issuer: K. Hovnanian Enterprises, Inc. Senior Secured Regular Bond/Debenture, Withdrawn , previously rated B2 (LGD2) Outlook Actions: Issuer: Hovnanian Enterprises, Inc. Outlook, Remains Stable Issuer: K. Hovnanian Enterprises, Inc. Outlook, Remains Stable RATINGS RATIONALE Hovnanian's Caa2 Corporate Family Rating reflects: 1) Moody's expectation of the need for ongoing restructuring activity; 2) aggressive financial policies characterized by high homebuilding debt to capitalization of over 140% on a Moody's adjusted basis; 3) weak homebuilding EBIT interest coverage of 0.7x for the LTM period ended July 31, 2019; 4) gross margin of 16%, which is significantly below the peer group average of 20% due to a high level of speculative building, the need to offer incentives, and cost pressures related to land, building materials, and wage growth impact on labor costs; and 5) the exposure to potential litigation and regulatory risks. However, the credit profile is supported by: 1) Moody's expectation of adequate liquidity profile in the next 12 to 15 months and lack of debt maturities until 2022 following the transaction completed on October 31, 2019; 2) a growing community count and increasing new orders and backlog position, which will contribute to modest revenue growth over the next 12 to 18 months; and 3) Moody's expectation that underlying fundamentals will remain healthy in 2020, in line with its stable outlook for the homebuilding industry. The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view that Hovnanian will maintain an adequate liquidity profile over the next 12 to 15 months. The stable outlook reflects the extended debt maturity profile of the company following recent refinancing and exchange transactions and adequate liquidity. Although not anticipated in the intermediate term, the company's ratings could be upgraded if risks of potential restructuring and distressed exchanges subside and leverage declines significantly. The rating could be downgraded if further restructuring risks loom, the company is not successful extending its maturities, or its liquidity profile weakens such that it cannot meet its debt service obligations. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Established in 1959 and headquartered in Red Bank, New Jersey, Hovnanian Enterprises, Inc. designs, constructs and markets single family detached homes and attached condominium apartments and townhouses. The company operates in 25 markets in 14 states, including New Jersey, Pennsylvania, Delaware, Maryland, Virginia, Washington D.C., West Virginia, Illinois, Ohio, Florida, Georgia, South Carolina, Arizona, Texas, and California. In the LTM period ended July 31, 2019, Hovnanian's total revenues and consolidated net income were $1.9 billion and $6 million, respectively. HVI CAT CANYON: Committee Hires Cole Schotz as Conflict Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of HVI Cat Canyon, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to retain Cole Schotz P.C., as local and conflict co-counsel to the Committee. The Committee requires Cole Schotz to: a. advise the Committee with respect to its rights, duties, and powers in the Chapter 11 Case; b. assist and advise the Committee in its consultations with the Debtor relative to the administration of the Chapter 11 Case; c. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, and its insiders and affiliates, and of the operation of the Debtor's businesses; e. assist the Committee in its investigation of the liens and claims of the Debtor's lenders and the prosecution of any claims or causes of action revealed by such investigation; f. assist the Committee in its analysis of, and negotiations with, the Debtor or any third-party concerning matters related to, among other things, the assumption or rejection of leases of nonresidential real property and executor contracts, asset dispositions, financing or other transactions, and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; g. assist and advise the Committee in communicating with unsecured creditors regarding significant matters in the Chapter 11 Case; h. represent the Committee at hearings and other proceedings; i. review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k. prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; l. handle matters that are not appropriately handled by Pachulski Stang Ziehl & Jones LLP because of actual and potential conflict of interest issues; and m. perform such other legal services as may be required or requested or as may otherwise be deemed 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. Cole Schotz will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Warner, a partner at Cole Schotz P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (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. Cole Schotz can be reached at: Michael D. Warner, Esq. COLE SCHOTZ P.C. 301 Commerce Street, Suite 1700 Forth Worth, TX 76102 Tel: (817) 810-5265 Fax: (817) 977-1611 E-mail: mwarner@coleschotz.com About HVI Cat Canyon HVI Cat Canyon, Inc., is a privately held oil and gas extraction company based in New York. HVI Cat Canyon sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12417) on July 25, 2019. In the petition signed by Alex G. Dimitrijevic, president and COO, the Debtor was estimated to have assets of between $100 million and $500 million and liabilities of the same range. Weltman & Moskowitz, LLP, serves as attorneys to the Debtor. Cole Schotz P.C., as local and conflict co-counsel. ICON EYEWEAR: Case Dismissed; Cash Use Motion Moot -------------------------------------------------- The Bankruptcy Court ruled as moot the Motion to Use Cash Collateral filed by Icon Eyewear, Inc., the Debtor's Chapter 11 case being dismissed. The Debtor has sought to use cash collateral involving the pre-petition interest of Gerber Finance, Inc., in the Debtor's assets, in order to continue operating for the purpose of liquidating its inventory and collecting its receivables post-petition. Gerber Finance has provided the Debtor access to a revolving credit facility of up to $8 million before the filing of its Chapter 11 case. About Icon Eyewear Founded in 1987, Icon Eyewear, Inc. -- https://www.iconeyewear.com/ -- is a designer and creator of the latest fashion and active sunglasses and reading glasses for women, men, juniors, and kids. Its wholesale distribution network reaches more than 12,000 stores worldwide, while partnering with nearly a dozen factories in Asia, and establishing quality-control and sourcing offices in Europe and Asia. The company operates out of its 130,000-square foot creative studio, operations and distribution facility in South Hackensack, New Jersey. Icon Eyewear sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-29733) on Oct. 18, 2019. In the petition signed by Michael Chang, chief executive officer, the Debtor estimated assets of $7,709,816 and debt of $8,158,418 as of the bankruptcy filing. The Hon. John K. Sherwood is the case judge. Wasserman, Jurista & Stolz P.C., led by Donald W. Clarke, Esq. and Daniel Stolz, Esq., is the Debtor's counsel. IFRESH INC: Receives Noncompliance Notice from Nasdaq ----------------------------------------------------- iFresh, Inc. received on Nov. 6, 2019, a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC stating that the Company had not regained compliance with Nasdaq Listing Rule 5550(b), which requires stockholders' equity of $2.5 million, or a market value of listed securities of $35 million or net income from continuing operations of $500,000, and that the Staff had determined not to grant an extension to allow the Company to demonstrate compliance. As a result, the Staff indicated that the Company would be subject to delisting from The Nasdaq Capital Market unless the Company timely requests a hearing before a Nasdaq Hearings Panel. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will stay any suspension or delisting of the Company's securities pending the hearing and the expiration of any extension period granted by the Panel following the hearing. About iFresh, Inc. headquartered in Long Island City, New York, iFresh Inc. (http://www.ifreshmarket.com),through its wholly owned subsidiary, NYM Holding, Inc., is an Asian/Chinese grocery supermarket chain in the North Eastern U.S. providing food and other merchandise hard to find in mainstream grocery stores. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh reported a net loss of $12 million for the year ended March 31, 2019, compared to a net loss of $791,293 for the year ended March 31, 2018. As of June 30, 2019, the Company had $109.55 million in total assets, $110.91 million in total liabilities, and a total shareholders' deficiency of $1.36 million. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated June 28, 2019, citing that the Company incurred operating losses and did not meet the financial covenant required in its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INSYS THERAPEUTICS: SEC Objects to Disclosure Statement ------------------------------------------------------- The United States Securities and Exchange Commission objects to approval of the Disclosure Statement in support of the Chapter 11 Plan of Insys Therapeutics, Inc. and its affiliated debtors. The SEC states that the Plan and Disclosure Statement provide conflicting and confusing information about not just the terms of the Third Party Release, but whether such a provision is being sought at all. According to the SEC, the Disclosure Statement does not provide any description of the Third Party Release. It adds that holders of claims and interests cannot know whether potential litigation against third parties are sought to be enjoined by the Plan. Therefore, the SEC avers that it is not clear what effect opting out will have for holders of claims and interests. The Commission reserves the right to argue at the confirmation stage that the Court lacks jurisdiction or authority to approve the Third Party Release. The Commission reserves its right to object if a Commission carve-out to the Third Party Release is not added to the Plan or proposed confirmation order that is acceptable to the Commission. In the Commission's view, the permanent injunction provision is an improper end-run and the Commission similarly reserves the right to object to this provision at confirmation. The Commission requests that the Court deny approval of the Disclosure Statement unless the Third Party Release, exculpation, and injunction are deleted from the Plan or the Plan and Disclosure Statement are amended to describe the Third Party Release, exculpation, and injunction, and state that public shareholders are not bound by the Third Party Release and exculpation or otherwise limited in any form of recovery against nondebtors absent an affirmative election to be bound. 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. J2 GLOBAL: S&P Rates Convertible Note Offering 'B+' --------------------------------------------------- S&P Global Ratings affirmed the 'BB' long-term issuer credit rating on j2 Global Inc., the issue ratings on subsidiary j2 Cloud Services Inc.'s existing senior unsecured notes, and the issue ratings on j2 Global Inc.'s existing senior unsecured convertibles notes. At the same, S&P assigned a '6' recovery rating and 'B+' issue-level rating to J2 Global's proposed U.S. dollar-denominated senior unsecured notes. The rating actions came after j2 Global announced an offering of $550 million of senior unsecured convertible notes due November 2026. S&P Global Ratings expects this issuance to weaken credit measures, however, the rating agency does not expect adjusted leverage to exceed 3x and it believes leverage should reduce to around 2.5x in 2020. "j2 Global's credit measures will weaken with the incremental $550 million of debt issued, but we not expect leverage to increase above 3x. We estimate S&P Global Ratings' adjusted leverage will increase to around 2.9x with this issuance compared to about 2.3x for the 12 months ended Sept. 30, 2019," S&P said, adding that although this is approaching its 3x threshold for a lower rating, it expects leverage to improve in 2020 as the company realizes the full revenue and EBITDA contributions from its recent acquisitions. Additionally, S&P highlights that about $400 million of proceeds from this issuance will be retained on the balance sheet, and its adjusted metrics do not factor in balance sheet cash. The rating agency expects the vast majority of funds to be earmarked for acquisitions and as they are deployed, it expects incremental EBITDA to support further deleveraging. The stable outlook on j2 Global reflects expectations that the company's adjusted debt to EBITDA should remain below 3x, based on S&P's expectations for a growing revenue base, stable EBITDA margins, good cash flow generation, and moderate financial policies. "We could lower the rating if we believe adjusted debt to EBITDA will remain above 3x. This could result from weaker-than-anticipated operating performance stemming from economic or competitive pressures or significant cost inefficiencies related to acquisition integration," S&P said. It could also occur if the company unexpectedly adopts more aggressive financial policies, pursuing additional debt-financed acquisitions or share repurchases that increase leverage above the same level, according to the rating agency. "We could raise the rating if j2 continues to grow its revenue base and reduce its reliance on fax and voice services while maintaining profitability at or around current levels. We could also raise the rating, although less likely over the next 12 months, if we believe the company can improve and commit to sustaining leverage below 2x," S&P said. JOHN HOANG TRIEN: Patrie Buying 244 Toledo Property for $77K ------------------------------------------------------------ John Hoang Trien asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property known as 244 Toledo, El Paso, Texas to Claudia Patrie and Lorenzo Fonseco for $77,000, cash. The Debtor is filing the Motion so that the offer does not expire, the Buyers' loan commitment does not expire, so that interest can be saved and equity can be recovered for the estate as soon as possible. The Schedules in the case show that Trien owns interests in some 223 real properties or real estate lien notes. Most of the properties are equity-bearing residential properties, situated in El Paso, Texas. Trien has immediate cash buyers for some of his properties and wishes to sell them under 11 U.S.C. Section 363, with proceeds to be paid by the closing title company, net of transactional expenses (a seller's title policy, an escrow fee, tax certificates, $681 to defray the fees and expenses incurred by the Debtor's counsel for drafting and circulating the Motion to Sell, and other routine closing expenses). There would also be paid from the closing liens of record, as described. The property has a value on the El Paso County Central Appraisal District's tax roll of $52,851. The Buyer offers to purchase for $77,000, free and clear of liens, pursuant to the terms of their earnest money contract. The property has been substantially improved by the Debtor, which accounts for the higher-than-CAD selling price. There are liens and other expenses of sale upon the Property, in the following amounts and sequence of priority: (i) ad valorem taxes owed to the City of El Paso Tax Collector, to be pro-rated up to the date of closing; and (ii) a first-lien contractual mortgage held by Uprising, LLC, upon which the balance is, upon information and belief, approximately $20,000. It appears there will be enough money in the closing to pay off the lien of Uprising in full. The Debtor asks that the Order authorizing the sale includes a provision that no releases of liens are necessary for closing. In the event the Buyer cannot close the sale, Trien asks that the Court authorizes the Chapter 11 Trustee to sell the Property upon the same terms or at least 95% of the all-cash terms, to any other buyer who can qualify to close. The Debtor expects a Chapter 11 Trustee to be in place and familiar enough with the Property by the Trustee it is heard, to be able to determine whether the sale is in the best interest of the estate and to advise the Court whether he wishes to go forward with it. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/vzulxjv The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). JOHN HOANG TRIEN: Raines Buying 10205 Kellogg Property for $95K --------------------------------------------------------------- John Hoang Trien asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property known as 10205 Kellogg, El Paso, Texas to Sherman Raines and Yanira Crenier Raines for $95,000, cash. The Debtor is filing the Motion so that the offer does not expire, the Buyers' loan commitment does not expire, so that interest can be saved and equity can be recovered for the estate as soon as possible. The Schedules in the case show that Trien owns interests in some 223 real properties or real estate lien notes. Most of the properties are equity-bearing residential properties, situated in El Paso, Texas. Trien has immediate cash buyers for some of his properties and wishes to sell them under 11 U.S.C. Section 363, with proceeds to be paid by the closing title company, net of transactional expenses (a seller's title policy, an escrow fee, tax certificates, $681 to defray the fees and expenses incurred by the Debtor's counsel for drafting and circulating the Motion to Sell, and other routine closing expenses). There would also be paid from the closing liens of record, as described. The property has a value on the El Paso County Central Appraisal District's tax roll of $97,145. The Buyers offer to purchase for $95,000, free and clear of liens, pursuant to the terms of their earnest money contract. There are liens and other expenses of sale upon the Property, in the following amounts and sequence of priority: (i) ad valorem taxes owed to the City of El Paso Tax Collector, to be pro-rated up to the date of closing; (ii) a first-lien contractual mortgage held by The John Brown revocable Trust, upon which the balance is, upon information and belief, $52,500; (iii) a second-lien contractual mortgage held by Uprising, Inc., upon which there is a balance of approximately $40,000; and (iv) a third lien mortgage held by the Michael W. Chuhay Family Trust, upon which there is a partial release fonnula of $10,000 per lot. It appears there will not be enough money in the closing to pay off the lien of Uprising and the Chuhay Trust in full. The Debtor asks that the Order authorizing the sale includes a provision that no releases of liens are necessary for closing. In the event the Buyer cannot close the sale, Trien asks that the Court authorizes the Chapter 11 Trustee to sell the Property upon the same terms or at least 95% of the all-cash terms, to any other buyer who can qualify to close. The Debtor expects a Chapter 11 Trustee to be in place and familiar enough with the Property by the Trustee it is heard, to be able to determine whether the sale is in the best interest of the estate and to advise the Court whether he wishes to go forward with it. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/tu2ydml The Purchasers: Sherman and Yanira Crenier Raines 10205 Kellog El Paso, TX 79924 Telephone: (940) 867-8437 The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). JOHN HOANG TRIEN: Unijob Buying 8915 Eclipse Property for $127K --------------------------------------------------------------- John Hoang Trien asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property known as 8915 Eclipse, El Paso, Texas to Unijob Investments, LLC for $127,500, cash. The Debtor is filing the Motion so that the offer does not expire, the Buyers' loan commitment does not expire, so that interest can be saved and equity can be recovered for the estate as soon as possible. The Schedules in the case show that Trien owns interests in some 223 real properties or real estate lien notes. (If all individual lots are counted, the properties numbers more than 300). Most of the properties are equity-bearing residential properties, situated in El Paso, Texas. Trien has immediate cash buyers for some of his properties and wishes to sell them under 11 U.S.C. Section 363, with proceeds to be paid by the closing title company, net of transactional expenses (a Seller's title policy, an escrow fee, tax certificates, and other routine closing expenses including up to $2,000 per property for the fees and expenses of the Debtor's attorney for handling each transaction. In the instance of 8915 Eclipse, the Debtor's counsel had extensive correspondence with the counsel for Bayview Loan Servicing regarding the chain of title and why Bayview was neither harmed nor affected by it. There will also be paid from the closing liens of record, as described. The property has a value on the El Paso County Central Appraisal District's tax roll of $159,832. The all-cash offer to purchase it is for $127,500 from the Buyer. The Parties have executed their earnest money contract. The Debtor is willing to sell at $127,500, rather than the CAD value, for the following reasons: (i) There is substantial deferred maintenance to be done. The Buyer has its cash ready and will accept the property "as is." The Debtor will be furnishing a Property Condition Addendum. (ii) The property is not generating income, and there are carrying costs for the Bayview mortgage, and for property taxes. (iii) Holding the property until an offer for $159,832 or better materializes, is not conducive to the mission of the case: liquidating many assets efficiently and as necessary to get all creditors paid. There are liens and other expenses of sale upon the Property, in the following amounts and sequence of priority (boxes are checked as applicable): (i) ad valorem taxes owed to the City ofEl Paso Tax Collector, to be pro-rated up to the date of closing; and (ii) a first-lien contractual mortgage held by Bayview, upon which the approximate balance is, upon information and belief, $100,000 after proceeds of insurance are applied to the loan balance. It appears there will be enough money in the closing to pay off the lien of Bayview in full. The Debtor asks that the Order authorizing the sale includes a provision that no releases of liens are necessary for closing. In the event the Buyer cannot close the sale, Trien asks that the Court authorizes the Chapter 11 Trustee to sell the Property upon the same terms or at least 95% of the all-cash terms, to any other buyer who can qualify to close. The sale is in the best interests on the estate. The property is not income-producing and there is a cost of carrying it. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/wb5p5x8 - John_Trien_175_Sales The Purchaser: UNIJOB INVESTMENTS, LLC 306 E. Paisano El Paso, TX 79901 Telephone: (915) 383-7661 The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). JOHN HOANG TRIEN: Zenith Buying 2905 Piedras Property for $58K -------------------------------------------------------------- John Hoang Trien asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property known as 2905 Piedras, El Paso, Texas to Zenith Real Estate and Investment Co., LLC for $57,500, cash. The Debtor is filing the Motion so that the offer does not expire, the Buyers' loan commitment does not expire, so that interest can be saved and equity can be recovered for the estate as soon as possible. The Schedules in the case show that Trien owns interests in some 223 real properties or real estate lien notes. Most of the properties are equity-bearing residential properties, situated in El Paso, Texas. Trien has immediate cash buyers for some of his properties and wishes to sell them under 11 U.S.C. Section 363, with proceeds to be paid by the closing title company, net of transactional expenses (a seller's title policy, an escrow fee, tax certificates, $681 to defray the fees and expenses incurred by the Debtor's counsel for drafting and circulating the Motion to Sell, and other routine closing expenses). There would also be paid from the closing liens of record, as described. The property has a value on the El Paso County Central Appraisal District's tax roll of $76,139. The Buyer offers to purchase for $57,500, free and clear of liens, pursuant to the terms of their earnest money contract. The offer has been accepted by the Debtor, subject to ratification by the Chapter 11 Trustee and subject to Court approval. The Debtor is willing to sell at $57,500, rather than the CAD value, for the following reasons: (i) the Property does not generate income; (ii) there is a carrying cost for the secure debt service; (iii) no brokers' commissions are involved; and (iv) no repairs are required under the earnest money contract. There are liens and other expenses of sale upon the Property, in the following amounts and sequence of priority: (i) ad valorem taxes owed to the City of El Paso Tax Collector, to be pro-rated up to the date of closing; (ii) earlier year(s)' tax liens that have been purchased by a private lender, Propel Financial Services, LLC; and (iii) a first-lien contractual mortgage held by EPT RR Notes, LLC, upon which the balance is, upon information and belief, $45,000. It appears there will be enough money in the closing to pay off the lien of EPT RR in full. The Debtor asks that the Order authorizing the sale includes a provision that no releases of liens are necessary for closing. In the event the Buyer cannot close the sale, Trien asks that the Court authorizes the Chapter 11 Trustee to sell the Property upon the same terms or at least 95% of the all-cash terms, to any other buyer who can qualify to close. The Debtor expects a Chapter 11 Trustee to be in place and familiar enough with the Property by the Trustee it is heard, to be able to determine whether the sale is in the best interest of the estate and to advise the Court whether he wishes to go forward with it. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/rjymymq The Purchaser: ZENITH REAL ESTATE & INVESTMENT CO., LLLC 6681 Red Canyon Sage Lane El Paso, TX 79912 Telephone: (714) 270-2338 The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). JOHN HOANG TRIEN: Zenith Buying 5637 Sherbrooke Property for $58K ----------------------------------------------------------------- John Hoang Trien asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property known as 5637 Sherbrooke, El Paso, Texas to Zenith Real Estate and Investment Co., LLC for $57,500, cash. The Debtor is filing the Motion so that the offer does not expire, the Buyers' loan commitment does not expire, so that interest can be saved and equity can be recovered for the estate as soon as possible. The Schedules in the case show that Trien owns interests in some 223 real properties or real estate lien notes. (If all individual lots are counted, the properties numbers more than 300). Most of the properties are equity-bearing residential properties, situated in El Paso, Texas. Trien has immediate cash buyers for some of his properties and wishes to sell them under 11 U.S.C. Section 363, with proceeds to be paid by the closing title company, net of transactional expenses (a seller's title policy, an escrow fee, tax certificates, $681 to defray the fees and expenses incurred by the Debtor's counsel for drafting and circulating the Motion to Sell, and other routine closing expenses). There would also be paid from the closing liens of record, as described. The property has a value on the El Paso County Central Appraisal District's tax roll of $70,934. The Buyer offers to purchase for $57,500, free and clear of liens, pursuant to the terms of their earnest money contract. The offer has been accepted by the Debtor, subject to ratification by the Chapter 11 Trustee and subject to Court approval. The Debtor is willing to sell at $127,500, rather than the CAD value, for the following reasons: (i) the Property does not generate income; (ii) there is a carrying cost for the secure debt service; (iii) no brokers' commissions are involved; and (iv) no repairs are required under the earnest money contract. There are liens and other expenses of sale upon the Property, in the following amounts and sequence of priority: (i) ad valorem taxes owed to the City of El Paso Tax Collector, to be pro-rated up to the date of closing; (ii) earlier year(s)’ tax liens that have been purchased by a private lender, Propel Financial Services, LLC; and (iii) a first-lien contractual mortgage held by EPT RR Notes, LLC, upon which the balance is, upon information and belief, $37,037. It appears there will be enough money in the closing to pay off the lien of Hunter Kelsey and EPT RR in full. The Debtor asks that the Order authorizing the sale includes a provision that no releases of liens are necessary for closing. In the event the Buyer cannot close the sale, Trien asks that the Court authorizes the Chapter 11 Trustee to sell the Property upon the same terms or at least 95% of the all-cash terms, to any other buyer who can qualify to close. The Debtor expects a Chapter 11 Trustee to be in place and familiar enough with the Property by the Trustee it is heard, to be able to determine whether the sale is in the best interest of the estate and to advise the Court whether he wishes to go forward with it. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/webwbms The Purchaser: ZENITH REAL ESTATE & INVESTMENT CO., LLLC 6681 Red Canyon Sage Lane El Paso, TX 79912 Telephone: (714) 270-2338 The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). JOHN HOANG TRIEN: Zenith Buying 8957 Mount Shasta Property for $58K ------------------------------------------------------------------- John Hoang Trien asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property known as 8957 Mount Shasta, El Paso, Texas to Zenith Real Estate and Investment Co., LLC, for $57,500, cash. The Debtor is filing the Motion so that the offer does not expire, the Buyers' loan commitment does not expire, so that interest can be saved and equity can be recovered for the estate as soon as possible. The Schedules in the case show that Trien owns interests in some 223 real properties or real estate lien notes. (If all individual lots are counted, the properties numbers more than 300). Most of the properties are equity-bearing residential properties, situated in El Paso, Texas. Trien has immediate cash buyers for some of his properties and wishes to sell them under 11 U.S.C. Section 363, with proceeds to be paid by the closing title company, net of transactional expenses (a seller's title policy, an escrow fee, tax certificates, $681 to Debtor’s attorney for preparing and circulating Motion, and other routine closing expenses). There would also be paid from the closing liens of record, as described. The property has a value on the El Paso County Central Appraisal District's tax roll of $159,832. The Buyer offers to purchase for $57,500, ree and clear of interest, pursuant to the terms of their earnest money contract. The offer has been accepted by the Debtor, subject to ratification by the Chapter 11 Trustee and subject to Court approval. The Debtor is willing to sell at $127,500, rather than the CAD value, for the following reasons: (i) the Property does not generate income; (ii) there is a carrying cost for the secure debt service; (iii) no brokers' commissions are involved; and (iv) no repairs are required under the earnest money contract. There are liens and other expenses of sale upon the Property, in the following amounts and sequence of priority: (i) ad valorem taxes owed to the City ofEl Paso Tax Collector, to be pro-rated up to the date of closing; (ii) a first-lien contractual mortgage held by FBH Investors, Inc., upon which the balance is, upon information and belief, $20,000 approximately; and (iii) a second-lien contractual mortgage held by Vu Tran Properties, Inc. upon which the balance is, upon information and belief, $35,000 approximately. It appears there will not be enough money in the closing to pay off the lien of Vu Tran in full. The Debtor asks that the Order authorizing the sale includes a provision that no releases of liens are necessary for closing. In the event the Buyer cannot close the sale, Trien asks that the Court authorizes the Chapter 11 Trustee to sell the Property upon the same terms or at least 95% of the all-cash terms, to any other buyer who can qualify to close. A copy of the Contract attached to the Motion is available for free at: https://tinyurl.com/sxqs7dg The Purchaser: ZENITH REAL ESTATE & INVESTMENT CO., LLLC 6681 Red Canyon Sage Lane El Paso, TX 79912 Telephone: (714) 270-2338 The case is In re John Hoang Trien (Banks. W.D. Tex. Case No. 19-31300-hcm). K&D INDUSTRIAL: Plan & Disclosure Hearing Reset to Dec. 6 --------------------------------------------------------- Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, granted the request of debtors K&D Industrial Services Holding Co., Inc. and Affiliates for a hearing on confirmation of the Debtors' Liquidating Plan and final approval of Disclosure Statement be adjourned from Nov. 1, 2019, at 11:00 a.m. to December 6, 2019, at 11:00 a.m. About K&D Industrial Since 1974, K&D Industrial Services -- http://www.kdigroup.com/ --has provided industrial and environmental services to customers in virtually every industry. Founded by Ken Liabenow and Dennis Springer, K&D focuses on cleaning, removing and treating hazardous and non-hazardous materials originating from process residual or industrial waste. Key business areas include industrial cleaning services, environmental remediation services, hazardous and non-hazardous transportation services, and treatment services. K&D services the entire Midwest through its six office locations in Michigan, Ohio and Kentucky. K&D Industrial Services Holding Co., Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43823) on March 15, 2019. At the time of the filing, K&D Industrial disclosed zero assets and $3,369,495 in liabilities. K&D Industries, one of K&D Industrial affiliates, disclosed $937,714 in assets and $8,736,715 in liabilities. The cases are assigned to Judge Phillip J. Shefferly. Strobl Sharp PLLC is the Debtors' counsel. KBR INC: Moody's Raises CFR to Ba3, Outlook Stable -------------------------------------------------- Moody's Investors Service upgraded its ratings of KBR, Inc., raising the corporate family rating to Ba3 from B1, the probability of default rating to Ba3-PD from B1-PD, the first lien senior secured to Ba2 from Ba3 and the speculative grade liquidity rating to SGL-2 from SGL-3. The rating outlook is stable. "The upgrades reflect Moody's expectation of sustained backlog and improving free cash flow generation as the risk of joint ventures requiring significant capital infusions has diminished following the completion of the Ichthys LNG project," according to Moody's lead analyst, Bruce Herskovics. "Moody's also anticipates that the pace and scale of acquisitive growth of the defense services business could slow given the company's recent success in growing this business line organically," said Herskovics. RATING RATIONALE The Ba3 CFR reflects KBR's growing scale in defense services, solid niche positions within technology, energy services, and complex project delivery, an expectation of leverage generally below 3.5x with free cash flow to debt above 10%. The capabilities across government services, construction management and petro-chemical plant services and support give KBR a large addressable market with multiple growth avenues that should support EBITDA margin of 10% to 12% and 3% to 5% organic revenue growth. The CFR considers the potential for additional debt-funded acquisitions; however, that the company would prioritize the timely repayment of debt to restore credit metrics should one or more transactions occur. Commissioning and handover of the Ichthys LNG facility by KBR's JKC joint venture in Q3-2019 has reduced risk of the underperforming project requiring more capital. This milestone underscores KBR's commitment to meeting its project obligations, even when those obligations become demanding. Monetization of the company's $500 million equity investment in the JKC joint venture may take time; however, and the company may ultimately not recover the full value but capital needs of the construction project have been largely met. The CFR recognizes a fairly high degree of contingent liabilities and surety requirements of KBR's joint ventures and anticipates continued disciplined bidding, as demonstrated in 2018 and 2019. Remaining selective, particularly regarding fixed price engineering/procurement/construction project bids, represents a major rating consideration as obligations can become material relative to KBR's financial capacity. The SGL-2 speculative grade liquidity rating reflects a good liquidity profile. Moody's anticipates $175 million to $200 million of free cash flow in 2020, well in excess of scheduled debt amortization. Beyond the cash held at project-related subsidiaries, KBR has indicated that it will likely maintain $300 million of cash on hand. Moody's projects that KBR will maintain sufficient cushion with the $500 million revolving credit facility's financial covenants. The stable rating outlook incorporates the good revenue visibility from the $14.6 billion backlog, Moody's expectation of solid free cash flow generation in 2020, and debt to EBITDA of below 3.5x absent acquisitive growth. The one notch rating uplift of the first lien senior secured debt above the CFR reflects the presence of the unsecured convertible notes due 2023 (unrated) in the capital structure. These notes hold the first loss position and would absorb meaningful loss in a stress scenario. The company's financial policies are expected to show balance with regard to deployment of free cash flow, the use of and extent of new borrowings, and project bid terms. Moody's does not expect the company to issue debt to repurchase shares. Upward rating momentum would depend on greater revenue scale and continued shift of the backlog/sales mix toward government services, with a good liquidity profile including unrestricted cash (excluding cash of joint ventures) on hand exceeding $300 million and committed letter of credit lines possessing good headroom, debt to EBITDA at or below 3x and free cash flow to debt above 15%. A rating upgrade would also consider the size, composition and risk profile of KBR's unconsolidated joint venture portfolio. Downward rating pressure would mount with contract execution problems, a free cash deficit, covenant headroom issues or leverage climbing to the high 4x range. Upgrades: Issuer: KBR, Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2) from Ba3 (LGD3) Outlook Actions: Issuer: KBR, Inc. Outlook, Remains Stable KBR, Inc., headquartered in Houston, TX, provides professional services and technologies across the asset and program lifecycle with the government services and hydrocarbons industries. Revenues over the twelve months ended were $5.5 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LAMAR INVESTMENT: Hires U.S. Title Guaranty as Auctioneer --------------------------------------------------------- Lamar Investment Capital LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ U.S. Title Guaranty Company, as auctioneer to the Debtor. The Debtor was previously authorized by the Bankruptcy Court to retain Adam's Auctioneers and Real Estate Brokers to assist in the marketing, auction and sale of 65 acres of real property owned by the Debtor located at Hogan Road and Third Road, pacific Missouri. The auction for the property is scheduled for Thursday, Oct. 10, 2019 at 12:00 p.m., CST at the Holiday Inn, 4901 Six Flags Road, Eureka, MO. Lamar Investment requires U.S. Title Guaranty to handle any funds received from the auction on Oct. 12, 2019 and to handle the subsequent closing of the sale within 45 days of the auction. U.S. Title Guaranty will be paid $450 as Escrow Closing Fee, $25 Closing Protection Letters, and $35 Wire Transfer. The fees are collected at closing from the sale proceeds. To the best of the Debtor's knowledge 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. U.S. Title Guaranty can be reached at: U.S. Title Guaranty Company 7930 Clayton Rd Suite 320 Saint Louis, MO 63117 Tel: (314) 727-2900 Fax: (314) 881-3115 About Lamar Investment Capital LaMar Investment Capital LLC is a privately-held investment company whose principal assets are located at 2642 Nike Base Road, Catawissa and Hogan Road, Pacific Missouri. LaMar Investment Capital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 18-47837) on Dec. 13, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Kathy A. Surratt-States. The Debtor tapped Michael A. Kasperek, Esq., at Vogler & Associates, LLC, as its legal counsel. LATTICE SEMICONDUCTOR: Egan-Jones Hikes Sr. Unsec. Ratings to B --------------------------------------------------------------- Egan-Jones Ratings Company, on November 7, 2019, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Lattice Semiconductor Corporation to B from B-. Lattice Semiconductor Corporation is an American manufacturer of high-performance programmable logic devices. Founded in 1983, the company by 2014 was employing about 700 people and had annual revenues of around $300 million. LONGVIEW POWER: S&P Affirms 'CCC' Rating on Senior Secured Debt --------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' rating on Longview Power LLC's senior secured debt. The '4' recovery rating is unchanged, indicating its expectation for average recovery in case of default (30%-50%; 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. The 'CCC' affirmation reflects tight liquidity and weak expected future cash flows. Longview's weak credit position, along with current market conditions, points to a potential upcoming default event over the next 12 months following the expiration of its revolving credit facility in April 2020. That said, S&P does not see a default as inevitable over the next six months due to uncertainty around winter weather, Longview's fourth-quarter performance, and a possible extension of the revolving credit facility. The negative outlook reflects S&P's view that the project is vulnerable and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments over the 12 months. S&P views the issuer's capital structure to be unsustainable given current market conditions. The rating agency expects that the project will have difficulty repaying its outstanding revolver balance when it comes due April 2020, at which time it could face a default. "A downgrade could occur if we believe that a default over the next six months is inevitable without an unforeseen positive development," S&P said. "While we consider an outlook revision to stable unlikely at this time, it could occur if Longview's financial performance improved such that we believed it was unlikely to face a nonpayment within the next 12 months. Since capacity prices are fixed through 2021, financial improvement would require a significant increase in power prices -- which we think is unlikely," S&P said, adding that this would likely require significant unforeseen market developments such that it no longer views the capital structure as unsustainable. LUCKY BUMS SUBSIDIARY: Hires Shimanek Law as Bankr. Legal Counsel ----------------------------------------------------------------- Lucky Bums Subsidiary seeks permission from the U.S. Bankruptcy Court for the District of Montana to employ Matt Shimanek and the Shimanek Law P.L.L.C. law firm as Chapter 11 legal counsel. The Debtor needs Matt Shimanek and Shimanek Law P.L.L.C. to provide general counseling and local representation before the Bankruptcy Court in connection with this case. Services rendered by attorney Matt Shimanek will be compensated at the rate of $250.00 per hour. Services rendered by Shimanek Law P.L.L.C. deemed administrative in nature, whether performed by Matt Shimanek or other employees, will be compensated at the rate of $100.00 per hour. Telephone, photocopying, fax and postage at cost; travel at the rate allowed by the IRS per mile; out-of-pocket expenses at cost. The Debtor has no fee sharing agreement. Matt Shimanek and Shimanek Law P.L.L.C. holds $8943.20 in trust on behalf of the Debtor. Matt Shimanek attests that Shimanek Law P.L.L.C. has no connection with the creditors, or any other party in interest, or their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, and are disinterested persons as defined in 11 U.S.C. Section 101(4). All About Lucky Bums Subsidiary Lucky Bums Subsidiary LLC -- https://luckybums.com -- is a wholesaler of sporting and recreation goods. The Company offers camp chair, camp stools, adventure vests, beach chairs, cub sleeping bags, river tubes, ski training tip connectors, rain jackets, rain pants, adventure binoculars, sleeping bags, inflatable sleds, ski training harnesses, helmets, skimboards, wooden snowboards and more. Lucky Bums Subsidiary filed a voluntary Chapter 11 petition (Bankr. D. Mon. Case No. 19-61084) on October 28, 2019, and is represented by Matt Shimanek, Esq., at Shimanek Law P.L.L.C. In its petition, the Debtor listed under $10 million in both assets and liabilities. LUIS ROSALES: $1M Sale of North Las Vegas Property Approved ----------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized Luis Rosales' sale of the real property located at 2131 Statz Street, North Las Vegas, Nevada to Rahoul Sharan for $1 million, subject to higher and better offers. A hearing on the Motion is set for Oct. 18, 2019 at 2:30 p.m. The sale is free and clear of any interest. The Court to waived the 14-day stay of the Order under Federal Rule of bankruptcy Procedure 6004(h). Luis Rosales filed for chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 18-14956) on Aug. 21, 2018, and is represented by Brandy L. Brown, Esq. of Kung & Associates. MARVIN B. NGWAFON: Seeks to Hire Richard B. Rosenblatt as Counsel ----------------------------------------------------------------- Marvin B. Ngwafon DDS MFS PC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire the Law Offices of Richard B. Rosenblatt, PC 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 and the preparation of a reorganization plan. Richard Rosenblatt, Esq., and Linda Dorney, Esq., the attorneys who will be handling the case, charge an hourly fee of $350. Other attorneys of the firm charge $295 per hour while paralegals charge $150 per hour. The firm has received payments totaling $25,000 since the Debtor's bankruptcy case was filed. Mr. Rosenblatt disclosed in court filings that the firm does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Richard B. Rosenblatt, Esq. Linda M. Dorney, Esq. The Law Offices of Richard B. Rosenblatt, PC 30 Courthouse Square, Suite 302 Rockville, MD 20850 Phone: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com About Marvin B. Ngwafon Marvin B. Ngwafon DDS MFS PC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.C. Case No. 19-00035) on Jan. 12, 2019. Marvin B. Ngwafon, sole stockholder, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge S. Martin Teel Jr. MERCY HOSPITAL: Moody's Alters Outlook Ba3 Rev. Bonds to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed Mercy Hospital Ba3 rating. The rating action affects approximately $32.7 million of outstanding revenue bonds. The outlook has been revised to stable from positive. RATINGS RATIONALE Affirmation of the Ba3 is supported by expectations that the system will continue to maintain ample headroom to meet financial bond covenants which include a 1.15 debt service coverage, 60 days cash on hand and maintenance of a B2 rating or higher on the Series 2011 bonds. The affirmation is further supported by a continued multi-dimensional turnaround strategy to improve operating results, despite one-time events that thwarted Mercy's ability to achieve 2019 budget. Moody's expects the system will resume its goal toward achieving budgeted targets of high single digit operating cash flow margins over the next two years. Balance sheet strength with minimal future capital plans will provide stability as management endeavors to improve performance and embarks upon the selection of an IT vendor for a systems conversion. The hospital's limited size and scope of operations coupled with a very competitive market with the University of Iowa Hospitals and Clinics (Aa2 Stable) as its primary competitor is also a credit risk. RATING OUTLOOK The revision of the outlook to stable from positive reflects the decline in operating performance in FY 2019 and miss to budget, continued weak albeit improved performance through Q1 2020 and some expectation of operating variability in the near term as strategic initiatives continue to take hold. The stable outlook is further supported by expectations of a healthy balance sheet, ability to maintain ample headroom to financial covenants and adequate leverage metrics. FACTORS THAT COULD LEAD TO AN UPGRADE - Material sustained improvement in operating metrics - Enterprise growth or expansion of geographic footprint FACTORS THAT COULD LEAD TO A DOWNGRADE - Inability to stabilize operating performance - Liquidity erosion or inability - Narrowing of headroom to financial covenants LEGAL SECURITY The bonds are secured by a mortgage pledge on the Hospital, Medical Official building and parking garages. Financial covenants include a 1.15 debt service coverage and 60 days cash on hand. As part of the Series 2018 transaction the system must maintain at least a B2 rating on the Series 2011 bonds. PROFILE The Mercy Iowa City and Subsidiaries System includes a 234-bed Mercy Hospital, Mercy Services Iowa City and Mercy Hospital Foundation. The hospital is located in Iowa City, Iowa. Operating revenues were approximately $200 million in fiscal 2019. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. NAUGHTON PLUMBING: Gets Approval to Hire Financial Consultant ------------------------------------------------------------- Naughton Plumbing Sales Co., Inc., received approval from the U.S. Bankruptcy Court for the District of Arizona to hire a financial consultant in connection with its Chapter 11 case. The Debtor tapped Dennis Winans, a certified public accountant, to provide these services: (1) analyze and review the Debtors' financials, schedules and statement of financial affairs; (2) prepare expert report related to the Debtors' use of cash collateral; (3) provide expert testimony; (4) provide expertise in reorganization planning and structure; and (5) provide expert testimony for potential contested confirmation. The Debtor will pay its financial consultant an hourly fee of $250 and a retainer fee of $3,500. Mr. Winans is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. About Naughton Plumbing Naughton Plumbing Sales Co. Inc. -- http://www.naughtons.com/-- specializes in the retail and wholesale distribution and sale of plumbing, heating, evaporative cooling, air conditioning, electrical, hardware, and lawn and garden supplies. Naughton Plumbing Sales Co. Inc., FWN Investments LLC and Naughton Construction LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 19-11441) on Sept. 9, 2019. In the petition signed by Frank W. Naughton, president, Naughton Plumbing was estimated to have assets between $1 million and $10 million and liabilities of the same range. Smith & Smith PLLC is the Debtor's counsel. NC SPECIAL POLICE: Hires Sasser Law Firm as Counsel --------------------------------------------------- NC Special Police LLC asks the U.S. Bankruptcy Court for the Eastern District of North Carolina for authorization to employ Sasser Law Firm and Travis Sasser as their Chapter 11 counsel. Professional services to be rendered by Sasser Law Firm include: a. Providing legal advice with respect to powers and duties as Debtor-in-Possession and the continued operation of its business and management of the property owned; b. Preparing and filing monthly reports, plan of reorganization and disclosure statement; c. Preparing on behalf of the Debtor-in-Possession of necessary Applications, Answers, Orders, Reports, and other legal papers; d. Performing all other legal services for debtor as Debtor-in-Possession which may be necessary herein until and through the case’s confirmation, dismissal, or conversion; e. Undertaking necessary action, if any, to avoid liens against the Debtor's property obtained by creditors and to recover preferential payments within 90 days of the filing of said Petition under Chapter 11; f. Performing a search of the public records to locate liens and assess validity; and g. Representing the Debtor at hearings, confirmation, and any 2004 examination. Sasser Law Firm agrees to be paid at a rate of $300 per hour for attorney time. Travis Sasser attests that Sasser Law Firm is a disinterested party and has no connection with the creditor's or any other party in interest, or their respective attorneys, and his employment is necessary and would be in the best interest of the estate. The firm can be reached at: Travis Sasser, Esq. Sasser Law Firm 2000 Regency Parkway, Suite 230 Cary, NC 27518 Tel: (919) 319-7400 Fax: (919) 657-7400 Email: tsasser@carybankruptcy.com NC Special Police, LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 19-04972) on October 28, 2019, listing under $1 million in both assets and liabilities. Sasser Law Firm serves as its bankruptcy counsel. NICHOLAS L. HUGENTOBLER: Dec. 10 Disclosure Hearing Set ------------------------------------------------------- Debtor Nicholas L. Hugentobler, P.C., d/b/a Animas Foot and Ankle, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement and a Chapter 11 plan. Dec. 10, 2019, at 9:30 a.m., is fixed for the hearing on the adequacy of the Disclosure Statement to be held in Courtroom C, United States Bankruptcy Court for the District of Colorado, United States Custom House, 721 19th Street, Denver. Nov. 29, 2019, is the deadline for filing objections to the Disclosure Statement. The Debtor is represented by: Jeffrey S. Brinen, #20565 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Telephone: (303) 832-2400 Telecopy: (303) 832-1510 E-mail: jsb@kutnerlaw.com About Nicholas L. Hugentobler Nicholas L. Hugentobler, P.C., doing business as Animas Foot and Ankle, is a medical practice incorporated in Colorado, which employs board certified physicians and offers treatment for feet and ankles. Based in Durango, Colorado, Nicholas L Hugentobler filed a voluntary petition pursuant to Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-20352) on Nov. 29, 2018. In the petition signed by Nicholas L. Hugentobler, president, the Debtor disclosed $1,683,547 in assets and $2,822,012 in liabilities. The Hon. Michael E. Romero is the case judge. Jeffrey S. Brinen, Esq. at Kutner Brinen, P.C., represents the Debtor. NNN 400: Fee Shifting Sanctions on Counsel Upheld ------------------------------------------------- In the case captioned NNN 400 CAPITAL CENTER, LLC, et al., Plaintiffs, v. WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF COMM 2006-C8 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES; LNR PARTNERS, LLC, a Florida Limited Liability Company; BERKADIA COMMERCIAL MORTGAGE, LLC, a Delaware Limited Liability Corporation; LITTLE ROCK - 400 WEST CAPITAL TRUST, a Delaware Statutory Trust; SOMERA ROAD, INC., a New York Corporation; and TACONIC CAPITAL ADVISORS, LP, a Delaware Limited Partnership, Defendants, Adv. Proc. No. 18-50384 (JTD) (Bankr. D.Del.), Plaintiffs' counsel asked the Bankruptcy Court for reconsideration of its August 9, 2019 Memorandum Order. Rubin & Rubin requests that the Court reconsider the Order to the extent that the Court imposed fee-shifting sanctions on the firm pursuant to its inherent authority. Cozen O'Conner requests that the Court reconsider the Order to the extent that it denies fees to Cozen O'Conner for services related to defending against Defendants' Motion for an Order to Show Cause. Bankruptcy Judge John T. Dorsey grants Rubin & Rubin's motion, but the Court finds that fee-shifting sanctions are still appropriate. The Court also grants the Cozen Motion. On July 1, 2019, Defendants filed the Show Cause Motion after the Court expressed concern over the accuracy of Rubin & Rubin's disclosures in connection with their application for employment. After briefing and argument, the Court issued the Order and imposed certain sanctions on Rubin & Rubin. Among those sanctions was the assessment of Defendants' attorneys' fees and costs in bringing the motion. The Rubin Motion argues that, under relevant case law, the Court's inherent authority does not provide a basis for imposing fee-shifting sanctions without a finding of bad faith. The Cozen Motion argues that the Court should allow Cozen to submit a fee application prior to denying those fees. Rubin & Rubin's argument relies on the Supreme Court's decision in Chambers v. Nasco, Inc., 501 U.S. 32, 45-46 (1991). The court in Chambers laid out three exceptions to the American Rule which would allow a court to impose fee-shifting sanctions under its inherent power: (i) the common fund exception -- where a party's litigation efforts benefit others; (ii) willful disobedience of a court order; and, (iii) where the party acted in bad faith, vexatiously, wantonly, or for oppressive reasons. Under the American Rule, parties generally bear the responsibility of paying their own attorney's fees and costs. The Rubins argue that, because the Court did not find that their failure to disclose was in bad faith, the Court may not impose fee-shifting sanctions pursuant to its inherent power. After a review of Chambers and its progeny, the Court agrees that, under its inherent power, it is unable to impose fee-shifting sanctions. The Court may, however, impose fee-shifting sanctions under section 105 of the Bankruptcy Code. Alternatively, the court may also sanction disclosure violations under Rule 9011. Like sanctions under section 105, sanctions under Rule 9011 do not require a finding of bad faith. The imposition of Rule 9011 sanctions requires only "objectively unreasonable conduct." In the Order, the Court found that the Rubins' conduct was, at minimum, negligent. Having found negligent conduct by the Rubins, which is, by definition, objectively unreasonable conduct, sanctions under Rule 9011 are appropriate. Finally, the Rubins argue that the Court's imposition of fee-shifting sanctions violated due process because they were not aware that the court would consider fee-shifting sanctions. The Court disagrees. In order to satisfy the requirements of due process, the Court must provide particularized notice of exactly what conduct is alleged to be sanctionable and some opportunity to respond to the charges. Particularized notice requires that a party is "on notice as to the particular factors that he must address if he is to avoid sanctions." On June 19, 2019, the Court raised concerns regarding the disclosure issues and suggested that the Defendants file a motion for an order to show cause. Defendants filed the Show Cause Motion on July 2, 2019, which was fully briefed prior to the July 23, 2019 hearing on the Show Cause Motion. Defendants' Show Cause Motion requested that the Court take certain actions against the Rubins that amount to sanctions (e.g., disqualification, revocation of fee applications, disgorgement of fees, etc.), all of which were within the Court's authority to impose. Therefore, since June 19, 2019, the Rubins were on notice that the Court was considering sanctions for the disclosure violations. Every issue relevant to the Court's imposition of sanctions was addressed in the briefing and at the July 23rd hearing. Indeed, the Rubins had ample notice and opportunity to be heard on the issues relevant to the sanctions. The Court explains that it declined to issue an order to show cause not because the disclosure violations did not warrant such an order, but because the issues were already fully briefed and argued at the July 23rd hearing. Any further hearing and arguments would have been superfluous. Cozen asserts that the Court inappropriately sanctioned them by denying any fees for their work in defending against the Show Cause Motion when there was no allegation of wrongdoing on their part. The Court explains that its decision on Cozen's fees was not intended to be a sanction for any action taken by Cozen. The Court says Cozen's argument that the Court should weigh the appropriateness of any fees requested by it under the standards set out in section 330 and make factual and legal findings regarding whether the requested fees represent reasonable compensation is well taken. The Court will reserve a finding on whether the fees are reasonable until fees relating to the defense of the Rubins' disclosure violation are requested. A copy of the Court's Memorandum Opinion dated Oct. 9, 2019 is available at https://bit.ly/2Po9jLx from Leagle.com. NNN 400 CAPITOL CENTER 16, LLC, et al, Plaintiff, represented by Thomas Joseph Francella, Jr. -- tfrancella@cozen.com -- Cozen O'Connor, Simon E. Fraser -- sfraser@cozen.com -- Cozen O'Connor, Eric D. Freed -- efreed@cozen.com -- Cozen O'Connor & Guy Bennett Rubin -- grubin@rubinandrubin.com -- Rubin & Rubin. Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Comm 2006-C8 Commercial Mortgage Pass-Through Certificates, Defendant, represented by Paul Chronis -- pechronis@duanemorris.com -- Duane Morris LLP, Lawrence J. Kotler -- LJKotler@duanemorris.com -- Duane Morris LLP, Elinor H. Murarova -- EHart@duanemorris.com -- Duane Morris LLP, Richard W. Riley -- rriley@wtplaw.com -- Whiteford, Taylor & Preston, LLC & Sommer Leigh Ross -- SLRoss@duanemorris.com -- Duane Morris, LLP. LNR Partners, LLC, a Florida Limited Liability Company, Berkadia Commercial Mortgage LLC, a Delaware Limited Liability Corporation, Little Rock-400 West Capitol Trust, a Delaware Statutory Trust & Taconic Capital Advisors, LP, a Delaware Limited Partnership, Defendants, represented by Paul Chronis, Duane Morris LLP, Lawrence J. Kotler , Duane Morris LLP, Richard W. Riley, Whiteford, Taylor & Preston, LLC & Sommer Leigh Ross, Duane Morris, LLP. Somera Road, Inc., a New York Corporation, Defendant, represented by Jason M. Bergeron, Frost Brown Todd LLC, Kevin R. Carter, Frost Brown Todd LLC, Joshua R. Denton, Frost Brown Todd LLC & Brett D. Fallon, Morris James LLP. Somera Road Inc., Defendant, represented by Brett D. Fallon -- bfallon@morrisjames.com -- Morris James LLP & Carl N. Kunz, III -- ckunz@morrisjames.com -- Morris James LLP. About NNN 400 Capitol Center 16 NNN 400 Capitol Center 16, LLC and 23 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-12728) on December 9, 2016. The petitions were signed by Charles D. Laird & Peggy Laird on behalf of Charles D. Laird and Peggy Laird Revocable Trust dated April 21, 1999, member. On June 5, 2017, NNN 400 Capitol Center, LLC and seven other affiliates of NNN 400 Capitol Center 16 filed Chapter 11 petitions. The cases are jointly administered under Case No. 16-12728, and assigned to Judge Kevin Gross. Whiteford, Taylor & Preston, LLC, serves as the Debtors' bankruptcy counsel while Rubin and Rubin, P.A. serves as their special counsel. At the time of filing, NNN 400 Capitol Center 16, NNN 400 Capitol Center 10 and NNN 400 Capitol Center 11 estimated both assets and liabilities at $10 million to $50 million each. NOSCE TE IPSUM: Seeks to Hire Tamarez CPA as Accountant ------------------------------------------------------- Nosce Te Ipsum, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Tamarez CPA, LLC, as accountant to the Debtor. Nosce Te Ipsum requires Tamarez CPA to: a) reconcile financial information to assist the Debtor in the preparation of monthly operating reports; b) assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c) provide general accounting and tax services to prepare year-end reports and income tax preparation; and d) assist the Debtor and the Debtor's counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan. Tamarez CPA will be paid at these hourly rates: Albert Tamarez-Vasquez, CPA, CIRA $150 CPA Supervisor $100 Senior Accountant $85 Staff Accountant $65 Tamarez CPA will be paid a retainer in the amount of $5,000. Tamarez CPA will also be reimbursed for reasonable out-of-pocket expenses incurred. Albert Tamarez Vasquez, a partner at Tamarez CPA, 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. Tamarez CPA can be reached at: Albert Tamarez Vasquez TAMAREZ CPA, LLC PO Box 194136 San Juan, PR 00919-4136 Tel: (787) 795-2855 Fax: (787) 200-7912 E-mail: atamarez@tamarezcpa.com About Nosce Te Ipsum Nosce Te Ipsum, Inc., classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple a five-story building with office and commercial spaces for lease, and adjacent parking lot structure in Guaynabo, Puerto Rico valued by the Company at $7 million. Nosce Te Ipsum, Inc., based in San Juan, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los A. Ubarri, general manager, the Debtor disclosed $7,046,991 in assets and $5,210,939 in liabilities. The Hon. Brian K. Tester oversees the case. Andrew Jimenez Cancel, Esq., at ANDREW JIMENEZ LAW OFFICES, serves as bankruptcy counsel. NUVECTRA CORPORATION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Nuvectra Corporation d/b/a QiG Group, LLC d/b/a Algostim d/b/a Pelvistim d/b/a NeuroNexus Technologies 5830 Granite Parkway, Suite 1100 Plano, TX 75024 Business Description: Nuvectra -- www.nuvectramed.com -- operates as a neurostimulation medical device company. The Algovita Spinal Cord Stimulation (SCS) System is the Company's first commercial offering and is CE marked and FDA approved for the treatment of chronic intractable pain of the trunk and/or limbs. The Company's innovative technology platform also has capabilities under development to support other indications such as sacral neuromodulation (SNM) for the treatment of overactive bladder, and deep brain stimulation (DBS) for the treatment of Parkinson's Disease. Chapter 11 Petition Date: November 12, 2019 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Case No.: 19-43090 Judge: Hon. Brenda T. Rhoades Debtor's Bankruptcy Counsel: Ryan E. Manns, Esq. Toby L. Gerber, Esq. Laura L. Smith, Esq. Shivani P. Shah, Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Ave., Ste. 3600 Dallas, TX 75201 Tel: 214-855-8000 Fax: 214-855-8200 E-mail: ryan.manns@nortonrosefulbright.com toby.gerber@nortonrosefulbright.com laura.smith@nortonrosefulbright.com shivani.shah@nortonrosefulbright.com Debtor's General Bankruptcy Counsel: DORSEY & WHITNEY LLP Debtor's Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtor's Notice & Claims, and Balloting Agent: KURTZMAN CARSON CONSULTANTS, LLC https://www.kccllc.net/nuvectra Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Fred B. Parks, chief executive officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb19-43090.pdf List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Minnetronix $2,753,576 1635 Energy Park Drive St. Paul, MN 55108 Attn: Director or Officer Tel: 651-917-4060 Email: info@minnetronixmedical.com 2. Greatbatch $2,169,103 100 Fordham Rd. Wilmington, MA 01887 Attn: Director or Director Tel: 866-899-1392 3. Bright Research Partners $150,187 730 Second Ave South, Ste 500 Minneapolis, MN 55402 Attn: Director or Officer Tel: 612-345-4544 Email: info@brightresearchpartners.com 4. Resolution Medical Solutions Inc. $55,101 73 Academy Road Bala Cynwyd, PA 19004 Attn: Jose Stockman Tel: 267-443-8885 5. Libra Medical Inc. $53,413 PO Box 47948 Plymouth, MN55447 Attn: Director or Officer Tel: 763-477-5606 6. Regulatory & Clinical $42,892 Reg & Clinical Research Inst, Inc. 5353 Wayzata Blvd, Suite 505 Minneapolis, MN 55416-1334 Attn Director or Officer Tel: 952-746-8080 Email: info@rcri-inc.com 7. Advanced Medical Solutions, LLC $35,605 6337 Stonewolf Blvd Noblesville, IN 46060 Attn: Jimmie Nichols 8. Textronix LLC $33,220 14150 SW Karl Braun Drive P.O. Box 500 Beaverton, OR 97077 Attn: Director or Officer Tel: 800-833-9200 Email: tekamericas@tektronix.com 9. Susan Menchache $32,000 7101 88th Ave N Brooklyn Park, MN 55445 10. Merrill Communications LLC $29,455 Corporate Headquarters One Merrill Circle St. Paul, MN 55108-5267 Attn: Director or Officer Tel: 800-977-4474 11. Haynes And Boone LLP $27,698 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Attn: Director or Officer Tel: 214-651-5000 12. Odyssey Information Systems $32,200 5801 Tennyson Pkwy Ste 200 Plano, TX 75024 Attn: Director or Officer 13. Medical Equipment Compliance $23,720 5060 W Ashland Way Med Equip Compliance Assoc Franklin, WI 53132 Attn Director or Officer Tel: 262-752-4017 Email: info@60601-1.com 14. Modern Orthopaedics LLC $19,236 68 E Serene Ave Ste #216 Las Vegas, NV 89123 Attn: Joey Fioravante Tel: 702-882-5639 15. Source Surgery Center LLC $18,975 2801 Wilshire Blvd. Santa Monica, CA 90403-4801 Dr. Timothy T. Davis Tel: 310-574-2777 16. Ringcentral Inc. $16,987 20 Davis Drive Belmont, CA 94002 Attn: Director or Officer Email: InvoiceBilling@RingCentral.com 17. FedEx $16,299 3965 Airways Blvd Module G, 3rd Floor Memphis, TN 38116-5017 Attn: Melissa K. Fitzgerald or Michael D. Gahagan Tel: 855-552-5393 x471-4000 Email: Bankruptcy@FedEx.com 18. Regulatory And Quality $14,185 2790 Mosside Blvd #800 Monroeville, PA 15146 Attn: Director or Officer Tel: 877-652-0830 19. Joshua Elliott $14,125 15216 Dirks Bay Bluffdale, UT 84065 20. The Ruth Group $14,000 757 Third Avenue, 26th Floor New York, NY 10017 Attn: Director or Officer Email: info@theruthgroup.com OCEANEERING INT'L: Egan-Jones Lowers Sr. Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company, on November 8, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Oceaneering International Incorporated to BB- from BB. Oceaneering International, Inc. is a subsea engineering and applied technology company based in Houston, Texas, U.S. that provides engineered services and hardware to customers who operate in marine, space, and other environments. OLMA XXI INC: Seeks to Hire Alla Kachan P.C. as Counsel ------------------------------------------------------- Olma XXI, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, P.C., as counsel to the Debtor. Olma XXI, Inc. requires Alla Kachan P.C. to: a) assist the Debtor in administering the bankruptcy case; b) make such motions or taking such action as may be appropriate or necessary under the Bankruptcy Code; c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as Debtor deem appropriate; d) take such steps as may be necessary for Debtor to marshal and protect the estate's assets; e) negotiate with the Debtor's creditors in formulating a plan of reorganization for Debtor in this case; f) draft and prosecute the confirmation of the Debtor's plan of reorganization in the bankruptcy case; and g) render such additional services as the Debtor may require in the bankruptcy case. Alla Kachan P.C. will be paid at these hourly rates: Attorneys $350 Paraprofessionals $175 The Debtor paid the Alla Kachan P.C. an initial retainer of $15,000. The Firm has drawn down for pre-Filing Date services $6,000 and $9,000 was left on the petition date. Alla Kachan P.C. will also be reimbursed for reasonable out-of-pocket expenses incurred. Alla Kachan, 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. Alla Kachan P.C. can be reached at: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue Brooklyn, NY 11235 Telephone: (718) 513-3145 About Olma XXI Olma-XXI, Inc., based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-44731) on August 1, 2019. In the petition signed by Valeri Eliachov, president, the Debtor disclosed $246,471 in assets and $1,965,500 in liabilities as of the bankruptcy filing. The Hon. Nancy Hershey Lord oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves as bankruptcy counsel. OPTIMIZED LEASING: Seeks to Hire Ainsworth as Litigation Counsel ---------------------------------------------------------------- Optimized Leasing, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Ainsworth + Clancy, PLLC as its special litigation counsel. The firm will represent the Debtor in the case styled Optimized Leasing, Inc. v. DTL Transportation, LLC (Case No. 2019-CA-22925-01) pending in the Circuit Court of Miami-Dade County, Fla. Ainsworth will be paid a contingency fee, which is 20 percent of the amount recovered. Ryan Clancy, Esq., at Ainsworth, disclosed in court filings that the firm does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Ryan M. Clancy, Esq. Ainsworth + Clancy, PLLC 801 Brickell Ave., 9th Floor Miami, FL 33131 Office: (305) 600-3816 Fax: (305) 600-3817 Email: info@business-esq.com About Optimized Leasing Optimized Leasing, Inc., a company headquartered in Miami, Fla., is in the trucking business. The company utilizes its various semi-trucks and trailers (some equipped with ThermoKing refrigeration units) to transport flowers, fruits, vegetables and other perishable items throughout the U.S. Optimized Leasing sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor estimated $10 million to $50 million in assets and liabilities. Judge Jay A. Cristol oversees the case. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its bankruptcy counsel; and Bill Maloney Consulting as its financial advisor. OUTFRONT MEDIA: Moody's Rates New $500MM Unsec. Note Due 2030 'B1' ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to OUTFRONT Media Inc.'s subsidiary, OUTFRONT Media Capital LLC's proposed $500 million senior unsecured note due 2030. The Ba3 corporate family rating of OUTFRONT, the Ba1 senior secured rating and the existing B1 senior unsecured notes rating issued by its subsidiary will remain unchanged. The outlook remains unchanged at stable. The net proceeds of the $500 million senior unsecured note will be used to repay $450 million of senior unsecured notes due 2025 and add cash to the balance sheet. Moody's pro forma leverage is expected to remain unchanged at about 5.0x as of Q3 2019 (excluding Moody's standard lease adjustments). The transaction extends the maturity date of its debt and the next material maturity date is 2024 when the $500 million senior unsecured note matures. OUTFRONT Media Capital LLC recently proposed upsizing its revolving credit facility to $500 million from $430 million and extending the maturity date to 2024 while its term loan B was proposed to be extended to 2026 and decreased slightly to $600 million. The ratings on the senior unsecured notes due 2025 will be withdrawn after repayment. Assignments: Issuer: OUTFRONT Media Capital LLC Proposed $500 million Gtd Senior Unsecured Notes due 2030, Assigned B1 (LGD4) Unchanged: Issuer: OUTFRONT Media Capital LLC Gtd Senior Unsecured Notes, B1 (LGD4 from LGD5) RATINGS RATIONALE OUTFRONT's Ba3 CFR reflects the market position as one of the largest outdoor advertising companies in the US with positions in all the top 25 markets and approximately 140 markets in the US and Canada. The continued conversion of traditional static billboards and transit displays to digital is expected to support revenue and EBITDA growth. The outdoor advertising industry benefits from restrictions on the supply of billboards which help support advertising rates and high asset valuations. Moody's pro forma leverage as of Q3 2019 was 5x (excluding Moody's standard lease adjustments) and has improved despite higher amounts of debt. EBITDA margins are good, but below the industry average of its US competitors at approximately 28% as calculated by Moody's due to its lower margin transit business. OUTFRONT operates as a REIT which has led to large distributions to shareholders and limited the company's ability to generate FCF. The outdoor industry remains vulnerable to consumer ad spending and ad contract periods are generally shorter than they were historically. OUTFRONT also derives significant revenue from national advertisers and has business concentration in both New York City and Los Angeles which can cause increased volatility. OUTFRONT's renewed contract with the New York Metropolitan Transit Authority (MTA) will lead OUTFRONT to deploy over 50,000 digital transit displays (including platform, subway, and railcar displays) over the next several years. The rollout of digital transit displays has expanded the number of new advertising relationships and led to accelerated levels of growth. As the number of digital transit displays grows, the value OUTFRONT offers to advertisers is projected to continue to increase. OUTFRONT is anticipated to continuously evaluate acquisitions that could be funded with cash, debt, or equity. Moody's expects OUTFRONT to maintain good liquidity as reflected by its SGL-2 speculative grade liquidity rating. Liquidity is supported by the company's proposed upsized $500 million revolver due 2024 with $15 million of borrowings ($2 million of LCs outstanding) and cash on the balance sheet of $58 million as of Q3 2019. The outstanding balance on the $125 million Accounts Receivable Facility is $120 million and $90 million is outstanding against its Repurchase Facility. Moody's expects modest draws on the revolver as the company builds out the MTA digital transit platform. There is an additional $78 million of L/C facilities which had $71 million outstanding as of Q3 2019. OUTFRONT has good cash flow from operations prior to shareholder distributions, but FCF was negative in 2017, 2018 and LTM Q3 2019 after capex and dividends. FCF is expected to improve going forward. OUTFRONT's liquidity position has benefited from the company's sale of shares under its $300 million At-the-Market equity (ATM) offering program ($52 million issued YTD as of Q3 2019) that was put in place in November 2017. The ATM program could be used to help fund modest acquisitions or negative FCF. The term loan is covenant lite, but the revolver is subject to a maximum consolidated net secured leverage ratio of 4.5x compared to a ratio of 1.3x as of Q3 2019. Moody's anticipates OUTFRONT will maintain a significant cushion of compliance. OUTFRONT also has the ability to issue incremental term loans in the amount of the greater of $450 million or an unlimited amount subject to an incurrence test of 3.5x the net secured leverage ratio and a consolidated total leverage ratio of 6.0x. The stable outlook reflects Moody's expectation of continued revenue growth, although the pace of growth is expected to slow as OUTFRONT anniversaries strong periods of growth in the prior year periods. Debt levels are expected to increase modestly, but EBITDA growth in the mid single digit percentages is expected to offset the impact on leverage so that leverage levels are largely unchanged over the next year. An upgrade could occur if leverage decreased below 3.5x (excluding Moody's standard adjustments) and OUTFRONT would need to demonstrate both the desire and ability to sustain leverage below that level while maintaining a good liquidity position. Positive organic revenue growth would also be required, in addition to free cash flow as a percentage of debt above 5%. The ratings could face downward pressure if leverage was expected to be maintained above 5x (excluding Moody's standard adjustments). A deterioration in its liquidity position or continued negative free cash flow after dividends could also trigger a downgrade. The principal methodology used in these ratings was Media Industry published in June 2017. OUTFRONT MEDIA: S&P Rates $500MM Senior Unsecured Notes 'BB-' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '4' recovery ratings to the proposed $500 million senior unsecured notes due 2030 issued by Outfront Media Capital LLC, a subsidiary of New York City-based outdoor advertising company Outfront Media Inc. (Outfront). The '4' recovery rating indicates S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery for lenders in the event of a payment default. Outfront plans to use the proceeds from the proposed debt to refinance its outstanding $450 million senior unsecured notes due 2025. The transaction does not affect S&P's 'BB-' issuer credit rating or stable outlook on Outfront because it is roughly leverage neutral. This follows the company's proposed amend-and-extend transaction wherein the company plans to extend the maturity on $600 million of its outstanding $620 million term loan to 2026 and repay the remaining $20 million. Further, the company plans to extend the maturity of its revolving credit facility to 2024 and increase its capacity to $500 million from $430 million. S&P expects the company's adjusted debt to EBITDA to remain in the 5.2x-5.4x range in 2019; it was 5.3x as of Sept. 30, 2019. RECOVERY ANALYSIS Key analytical factors -- Following the refinancing, Outfront's debt capitalization will consist of a priority $125 million accounts receivable securitization facility due 2022 (unrated), a $90 million priority secured repurchase facility due 2020 (unrated), a senior secured class (comprising a pari passu $500 million revolving credit facility due 2024 and a $600 million term loan B due 2026), and a senior unsecured class (comprising pari passu $500 million 5.625% senior notes due 2024, $650 million 5.0% senior notes due 2027, and the new $500 million senior notes due 2030). The senior secured and unsecured debt is issued by co-borrowers Outfront Media Capital Corp. and Outfront Media Capital LLC. -- The senior secured credit facility is secured by a first-priority security interest in all tangible and intangible assets (subject to 66% of the voting stock of and 100% of the non-voting stock of first-tier foreign subsidiaries). -- S&P's simulated default scenario contemplates a default in 2023 due to a significant decline in cash flow as a result of a prolonged economic downturn that leads to reduced advertising spending, coupled with increased competition from alternative media. -- S&P's simulated default scenario also assumes Outfront will reorganize following a default, given the importance of outdoor advertising to advertisers' marketing mix, and Outfront's strong market position and long-term contracts with landlords and customers. -- S&P's recovery EBITDA multiple reflects its expectation that the company will continue to have an attractive business model in 2023, reflecting its geographic and customer diversity, broad audience reach, good competitive position, and profitability. Simulated default assumptions -- Simulated year of default: 2023 -- Emergence EBITDA: about $250 million -- Distressed EBITDA multiple: 7.5x -- The revolving credit facility is 85% drawn at default. -- The $125 million accounts receivable securitization facility and $90 million secured repurchase facility are 100% drawn at default, and S&P views them as priority debt. Simplified waterfall -- Net enterprise value (after 5% administrative costs): about $1.77 billion -- Valuation split (obligors/nonobligors (Canadian non-guarantor subsidiaries)): 95%/5% -- Collateral value available to secured creditors less priority claims: About $1.52 billion -- Senior secured debt claims: about $1.0 billion -- Recovery expectation: 90%-100% (rounded estimate: 95%) -- Value available to unsecured claim: About $560 million -- Senior unsecured debt claims: about $1.69 billion -- Recovery expectation: 30%-50% (rounded estimate: 30%) Note: All debt amounts include six months of prepetition interest. PACIFIC DENTAL: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Pacific Dental Services, LLC. Moody's also assigned a B2 rating to the company's proposed first lien senior secured revolver and term loan B. The rating outlook is stable. Proceeds from the $675 million term loan B will be used to refinance the company's existing debt, distribute a $60 million dividend to shareholders, and pay fees and expenses. The company will maintain a $175 million accordion feature on the term loan, which can be used to fund new office growth and additional dividends of up to $90 million over next 36 months. Ratings Assigned: Pacific Dental Services, LLC Corporate Family Rating at B2 Probability of Default Rating at B2-PD Gtd. $200 million senior secured revolver expiring 2024 at B2 (LGD3) Gtd. $675 million senior secured Term loan B due 2026 at B2 (LGD3) Outlook stable RATINGS RATIONALE The B2 CFR reflects PDS's history of negative free cash flow after growth investments and Moody's expectation that this will continue given the company's significant planned investments in the business. The rating also reflects the risks associated with the company's rapid expansion strategy as it grows, predominantly through new office openings. PDS has added 268 offices since 2016, including 46 offices in the first half of 2019. PDS expects to open another 49 new clinics in 2019. There is a risk of market oversaturation given the rapid expansion plans of PDS and many of its competitors. Further, while planned IT and technology investments (including a new practice management system) should strengthen the company longer-term, there are risks that the implementation exceeds time and cost estimates or causes business disruption. The B2 also reflects moderate geographic concentration, with around 40% of revenue generated in California. The rating is supported by PDS's strong track record of same store sales growth and management of new dental office expansion. PDS has strong dentist retention rates due to its dentist ownership model, which aligns the interests of the dentists with PDS. Further, the rating reflects PDS' good service diversity, with the majority of practice revenue made up of hygiene and general dentistry. In Moody's view, these characteristics make the company less susceptible to an economic downturn than other more specialized dentistry companies. The rating reflects moderately high leverage with pro forma adjusted debt/EBITDA of approximately 4.9 times based on LTM June 30, 2019 financials. Moody's expects the company's liquidity to be adequate over the next 12-18 months given the company's access to the $200 million revolver. However, given Moody's expectation for negative free cash flow after growth investments the company will likely have substantial reliance on its revolver and will likely need to upsize the term loan or otherwise require additional capital. That said, Moody's believes that some of the company's growth investments could be reduced to conserve liquidity if necessary. Environmental and social considerations are not considered material to the overall credit profile of PDS. From a governance perspective, the management team has a strong track record of same office sales growth including over 20 years average industry experience. The founder is still with the company and serves as the CEO. While Moody's views this positively, it does present key man risk. Despite a good operating track record, Moody's considers PDS' financial policy to be aggressive, a key governance risk. PDS plans to take a $60 million shareholder dividend with this transaction and potentially an additional $90 million over the next 36 months. Moody's views this as aggressive in light of PDS' highly negative free cash flow. However, Moody's expects that the company will only take future dividends if leverage can be maintained in the 4.5 to 5.0 times range (as per Moody's calculation) and the Company achieves its expected operating results. Further, PDS has a unique ownership structure, where some dentists participate in practice ownership. Moody's believes this helps to align economic incentives with the dentists, but adds complexity to the organizational structure. Much of PDS's cash flow is generated by management fees paid by their dentists, repayment of loans from PDS to the dentists, and distributions of profit. This creates an incentive for PDS to continue to grow and add new offices. If the expansion strategy becomes too aggressive, this may result in new offices cannibalizing business from existing practices in a given market. The outlook is stable reflecting Moody's expectation that the company will continue to generate positive same-store sales growth and will effectively manage its expansion strategy. The stable outlook also incorporates the assumption that the company will maintain at least adequate liquidity and debt to EBITDA in the 4.5 to 5.0 range. Ratings could be downgraded if the company's liquidity and/or operating performance deteriorates, or if the company fails to effectively manage its rapid growth. Specifically, if the company fails to maintain adequate liquidity (cash on hand and availability on its revolver) to cover expected cash burn after growth investments over a 12 to 18 month period, the ratings could be downgraded. The ratings could also be downgraded if the company's financial policies become more aggressive (i.e., future dividends are taken at a time when the company is facing liquidity or business challenges) or if adjusted debt/EBITDA is sustained over 5.5 times. Ratings could be upgraded if PDS generates sustained positive free cash flow and demonstrates stable organic growth while effectively executing its expansion strategy. Additionally, debt/EBITDA sustained below 4.5 times could support an upgrade. Pacific Dental Services, LLC provides management services to affiliate dental practices. The company supports 753 offices across 22 states and generated about $1.5 billion of revenue during the last twelve months ended June 30, 2019. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PACIFIC DENTAL: S&P Assigns 'B-' ICR; Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Pacific Dental Services LLC, which intends to issue $675 million of first-lien secured debt and arrange a new $200 million revolving line of credit to refinance its existing term loan A and revolving line of credit, fund its de novo growth strategy, and return up to $150 million in dividends to its shareholders over the next 36 months. Meanwhile, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's senior secured debt. The 'B-' issuer credit rating on PDS primarily reflects S&P's expectation that the company will experience persistent cash flow deficits after funding its aggressive de novo strategy, mandatory cash distributions to non-controlling interests, and distributions to its shareholders to cover taxes. S&P expects the company to generate FOCF deficits of about $90 million in 2019 and $83 million in 2020. It also expects the company to remain highly leveraged with debt to EBITDA of 5.6x as of year-end 2019 and 5.2x in 2020. S&P's ratings also reflect PDS' very narrow business focus in the highly competitive dental service organization (DSO) market, which the rating agency views as fragmented and having low barriers to entry. These weaknesses are somewhat offset by the company's leading position as one of the top three DSO providers with over 760 offices in 22 states and 30 metropolitan areas, its limited reliance on government payors, and its participation in a generally favorable, less cyclical industry. Although PDS has a leading position in the DSO market, its operations still represents a very small share of the overall market The stable outlook on PDS reflects S&P's expectation that the company's revenue will expand by the mid-teens percent area over the next several years supported by organic growth and its de novo openings. It also reflects the rating agency's expectation that the company will generate FOCF deficits over the next several years after funding its de novo strategy and cash distributions to non-controlling interests and shareholders, though PDS does have the ability to scale back on its de novo openings to conserve some cash. S&P expects the company's adjusted debt leverage to remain above 5x over the next several years as it prioritizes its capital for growth initiatives and dividends rather than debt repayment. "We could lower our rating on PDS if its operating performance deteriorates, reducing its sales growth and EBITDA margin. Under such a scenario, the company's cash EBITDA would become insufficient to cover its interest expense, maintenance capex, and other mandatory charges, including the distributions to its non-controlling interests," S&P said. "Although unlikely in the near term, we could raise our rating on PDS if its sales growth accelerates to the high-teens percent area leading to improved operating leverage and material EBITDA margin expansion, which would cause it to sustain FOCF, before de novo growth investments, of over $100 million and adjusted leverage of less than 5x," the rating agency said. PACIFIC DRILLING: S&P Affirms 'CCC+' ICR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Luxembourg-based offshore drilling contractor Pacific Drilling S.A., reflecting its unsustainable leverage and weak contract backlog. At the same time, S&P affirmed the 'B' issue-level rating on the company's 8.375% first-lien senior secured notes due in 2023. The recovery rating remains '1', reflecting S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P also lowered the issue-level rating on the company's 11% cash/12% payment-in-kind (PIK) second-lien senior secured notes due in 2024 to 'CCC-' from 'B-'. The recovery rating is '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. The affirmation of the 'CCC+' issuer credit rating on Pacific Drilling reflects S&P's continued assessment that the company has unsustainable leverage and could struggle to secure new contracts at favorable rates given the macro-level headwinds facing the offshore drilling industry. Although S&P believes demand for offshore services has bottomed out and that tendering activity and utilization rates have improved since 2017, it expects market conditions will remain difficult throughout 2020 and into 2021 and that improved day rates will require sustained higher utilization rates and more stable commodity prices. Offshore oil and gas projects continue to face competition from onshore shale projects, which have lower operational risk, shorter lead times, and require less capital investment. The rating agency believes sustained improved conditions, including longer-term firm contracts on rigs, will depend on supportive crude oil prices and better operational efficiencies for offshore to compete with onshore. The negative outlook reflects Pacific Drilling's unsustainably high leverage and the potential for a downgrade if liquidity deteriorated below adequate, most likely if the company could not secure new contracts at favorable day rates and continued to outspend cash flow. S&P expects continued challenging conditions in the offshore drilling sector as a whole over the next 18-24 months. Pacific Drilling has $356 million cash on its balance sheet and no debt maturities until October 2023. "We could lower the rating if liquidity weakened and we envisioned a specific default scenario within the next 12 months. This would most likely occur if weak industry conditions prevailed and our expectations for improved utilization and day rates over the next two years did not occur, resulting in Pacific being unable to meet its financial obligations," S&P said. "We could revise the outlook to stable if Pacific improved leverage, which we currently consider unsustainable, to a more reasonable level, including debt to EBITDA around 10x or less. This would require more rapidly improved industry conditions than we anticipate, such that the company secures new contracts at competitive rates and increases its fleet utilization," the rating agency said. PENGROWTH ENERGY: Reports 3rd Quarter Net Loss of C$119.9 Million ----------------------------------------------------------------- Pengrowth Energy Corporation reported its results for the three and nine months ended Sept. 30, 2019. "Negotiations with our lenders on an amendment and extension of our notes and credit facility as discussed in our September 30th press release broke down in October," said Pete Sametz, president and chief executive officer of Pengrowth. "While we are disappointed in the impact this has had on our shareholders, the transaction with Cona Resources Ltd. announced on November 1st represents the best value for our stakeholders after a comprehensive strategic review process, and the only available path to provide any value to our shareholders." Third Quarter 2019 Summary: * Pengrowth third quarter 2019 adjusted funds flow of C$10.7 million decreased 31% year-over-year and included C$8.9 million in restructuring costs related to legal and advisory fees for the strategic review and lender negotiations. * Lindbergh SAGD bitumen production increased 7% year-over- year to 17,603 barrels per day ("bbl/d") compared with 16,408 bbl/d. Compared with the second quarter of 2019, production decreased due to multiple lightning strikes at the end of July that temporarily disabled Lindbergh's electrical grid resulting in reduced production. * Cash G&A expenses per barrel of oil equivalent ("/boe") decreased 19% to $3.24/boe compared with $3.99/boe in the prior year. * Adjusted operating expenses per boe increased 2% to $10.89/boe compared with $10.72/boe in the prior year as a result of pump replacements related to the disruption of the electrical grid at the end of July. * Debt increased C$3.0 million to C$705.2 million at Sept. 30, 2019 compared with C$702.2 million at June 30, 2019 due to the impact of a weaker Canadian dollar at the end of the period which increased the Canadian dollar equivalent value of foreign denominated debt, partially offset by lower Credit Facility drawings. * Pengrowth recorded a C$100.0 million non-cash impairment in the quarter which included C$39.0 million related to the change in future development plans for the Groundbirch natural gas property, and C$61 million related to certain non-core assets. Cona Resources Ltd. Transaction On Nov. 1, 2019 Pengrowth announced that it entered into a definitive arrangement agreement with Cona Resources Ltd. pursuant to which the Purchaser has agreed to repay the outstanding principal amount and accrued interest to the date of the Arrangement Agreement owing under the Company's credit facility and secured notes and acquire all of the outstanding common shares for cash consideration of CDN $0.05 per share and a potential Contingent Value Payment for each Pengrowth Share. The proposed transaction is to be completed by way of plan of arrangement under the Business Corporations Act (Alberta). The aggregate value of the Transaction, including the repayment of the Secured Debt and the assumption of the Transaction costs by the Purchaser, is approximately C$740 million. The total consideration being offered to lenders and noteholders represents a discount on the aggregate amount owing to the Secured Debtholders. The consideration paid to Secured Debtholders will be allocated pro rata amongst individual holders pursuant to the intercreditor agreement between the Secured Debtholders. In the event that Secured Debtholders representing a majority in number of Secured Debtholders holding at least 66 2/3% of the Secured Debt have not executed and delivered support agreements on or before Nov. 15, 2019, the Purchaser may terminate the Arrangement Agreement. There is no certainty support agreements will be obtained in that time frame. In such circumstance, the Purchaser may seek within ten days of the termination of the Arrangement Agreement, to negotiate with Pengrowth an Alternative Transaction where Pengrowth shareholders may not receive any consideration in exchange for their shares. Alberta Production Curtailment Program As one of the top 20 oil producers in Alberta, Pengrowth was subject to the Government of Alberta's production curtailment program, which took effect on Jan. 1, 2019. As of Sept. 30, 2019, companies like Pengrowth with less than 20,000 bbl/d of production are exempted from the curtailment program. Even though Lindbergh was subject to mandatory curtailments, the asset produced 17,603 bbl/d in the third quarter of 2019 while remaining in compliance. Cash Flow from Operating Activities Cash flow from operating activities in the third quarter of 2019 decreased C$21.7 million to C$9.2 million compared with C$30.9 million in the prior quarter primarily due to a C$26.2 million decrease in oil and gas sales resulting from decreased realized pricing and lower production, C$8.9 million in restructuring and legal costs related to the strategic review, changes in working capital, and a C$2.4 million increase in adjusted operating expenses. These were partially offset by lower realized losses on commodity risk management combined with lower royalty expenses. Third quarter of 2019 cash flow from operating activities decreased C$12.6 million compared to the same period last year primarily due to lower realized bitumen pricing primarily as a result of the unfavourable impact of WCS physical delivery fixed price differential contracts entered into in 2018, lower benchmark prices for oil, C$8.9 million in restructuring and legal costs related to the strategic review, changes in working capital and higher spending on remediation. These were partially offset by lower realized losses on commodity risk management, increased bitumen production and the recording of a royalty credit carry-back related to the abandonment and decommissioning expenditures at SOEP. Adjusted Funds Flow Adjusted Funds Flow decreased 63% to C$10.7 million in the third quarter compared with C$29.1 million in the prior quarter due to lower realized bitumen prices and bitumen production, C$8.9 million in restructuring costs and higher adjusted operating expenses partially offset by lower realized losses on commodity risk management. Adjusted Funds Flow decreased 31% or C$4.9 million year-over-year to C$10.7 million compared with C$15.6 million in the same period of last year primarily due to lower realized bitumen prices and restructuring costs partially offset by the impact of lower realized losses on commodity risk management and higher bitumen production. Net Loss Pengrowth reported a net loss of C$119.9 million in the third quarter of 2019 compared to a net loss of C$1.6 million in the same period last year. The net loss increased primarily due to a C$100.0 impairment charge in the current quarter, lower realized bitumen prices and change in fair value of commodity risk management. These were partially offset by the impact of lower realized losses on commodity risk management, lower depletion and recording of a royalty credit carry-back for SOEP. Market Access and Commodity Risk Management Pengrowth uses physical delivery contracts to ensure access to markets, protect against pipeline apportionment, and limit credit risk and exposure to widening benchmark differentials between Western Canadian Select ("WCS") and West Texas Intermediate ("WTI") crude oil prices. As at Sept. 30, 2019, Pengrowth had apportionment protected physical contracts in place that ensure market access for 17,500 bbl/d of diluted bitumen for 2019. Using a combination of physical and financial contracts, the average realized price on these volumes was WTI minus US$19.86/bbl including the apportionment protection fee for the third quarter of 2019. Balance Sheet and Liquidity Pengrowth's total debt before working capital (excluding letters of credit) at Sept. 30, 2019 increased to C$705.2 million compared with C$702.2 million as at June 30, 2019 due to the impact of a weaker Canadian dollar at the end of the period which increased the Canadian dollar equivalent value of foreign denominated debt, partially offset by lower Credit Facility drawings. A full-text copy of the press release is available for free at: https://is.gd/xMnD4l About Pengrowth Pengrowth Energy Corporation -- http://www.pengrowth.com/-- is a Canadian energy company focused on the sustainable development and production of oil and natural gas in Western Canada from its Lindbergh thermal oil property and its Groundbirch Montney gas property. The Company is headquartered in Calgary, Alberta, Canada and has been operating in the Western Canadian basin for more than 30 years. The Company's shares trade on both the Toronto Stock Exchange under the symbol "PGF" and on the OTCQX under the symbol "PGHEF". Pengrowth reported a net loss and comprehensive loss of C$559.3 million in 2018, following a net loss and comprehensive loss of C$683.8 million in 2017. As of March 31, 2019, the Company had C$1.34 billion in total assets, C$1.12 billion in total liabilities, and C$220.9 million in shareholders' equity. KPMG LLP, in Calgary, Canada, the Company's auditor since 1988, issued a "going concern" qualification in its report dated March 5, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has significant uncertainties relating to its ability to meet its financial obligations on scheduled debt maturities and comply with certain debt covenants that raise substantial doubt about its ability to continue as a going concern. PG&E CORPORATION: Lamb & Kawakami Updates California Counties ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Lamb & Kawakami LLP submitted an amended verified statement to disclose an updated list of the Ad Hoc California Public Entities Committee that it is representing in the Chapter 11 cases of PG&E Corporation and Pacific Gas And Electric Company. In January 2019, the California County Counsel Association, which monitors developments in the law and new cases which affect the interests of California counties, formed the Ad Hoc Committee. On March 22, 2019, the Ad Hoc Committee engaged Lamb & Kawakami LLP to represent it in connection with these chapter 11 cases. Individual members of the Ad Hoc Committee joined the committee and engaged L&K on various dates due, in part, to the fact that public entities require approval of boards or other governmental bodies to retain counsel. This Amended Verified Statement is filed because additional entities have become members of the Ad Hoc Committee. L&K represents only the Ad Hoc Committee and certain individual municipal entities. L&K does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases and does not undertake to represent the interest of and are not fiduciaries to any other entities other than those identified above. Each member of the Ad Hoc Committee is aware of and has consented to the L&K group representation. Members of the AD Hoc Committee do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases, but are public entities that provide services to the public within their jurisdictions. As of Nov. 4, 2019, members of the Ad Hoc Committee and their disclosable economic interests are: (1) County of San Luis Obispo 1055 Monterey Street Ste. D320 San Luis Obispo, CA 93408 * General Claims (2) County of Sonoma 575 Administration Drive Room 105-A Santa Rosa, CA 95403 * General Claims * Wildfire Claims (3) County of Marin 3501 Civic Center Drive Ste. 275 San Rafael, CA 94903 * General Claims (4) County of Calaveras 891 Mountain Ranch Road San Andreas, CA 95249 * General Claims (5) County of Monterey 168 West Alisal Street, 3rd fl. Salinas, CA 93901 * General Claims (6) County of San Benito Office of the County Counsel, 481 4th St. Fl. 2 Hollister, CA 95023-3840 * General Claims (7) County of San Joaquin 44 North San Joaquin Street Sixth Floor, Suite 679 Stockton, CA 95202 * General Claims (8) County of Tulare 2900 W. Burrel Avenue Visalia, CA 93291 * General Claims (9) County of Fresno 2220 Tulare St, Fifth Floor Fresno, CA 93721 * General Claims (10) County of Mariposa 5100 Bullion Street, 2nd fl. Mariposa, CA 95338 * General Claims (11) County of Tuolumne 2 S. Green Street Sonora, CA 95370 * General Claims (12) County of Yolo 625 Court St., Ste. 201 Woodland, CA 95695 * General Claims (13) County of Alameda 1221 Oak Street, Suite 450 Oakland, CA 94612 * General Claims (14) County of Madera 200 West 4th St Madera, CA 93637 * General Claims (15) County of El Dorado 330 Fair Lane Placerville, CA 95667 * General Claims (16) County of Stanislaus 1010 10th St., #6400 Modesto, CA 95354 * General Claims (17) County of El Dorado 330 Fair Lane Placerville, CA 95667 * General Claims (18) County of Santa Cruz 701 Ocean Street, Room 505 Santa Cruz, CA 95060 * General Claims The information set forth in Exhibit 1, which has been reviewed and approved by the Ad Hoc Committee, is intended only to comply with Bankruptcy Rule 2019 and is not intended for any other purpose. L&K does not make any representation regarding the validity, amount, allowance, or priority of such economic interests and reserves all rights with respect thereto. There is no written instrument which authorizes the Ad Hoc Committee to act. The Ad Hoc Committee has acted and will continue to act with the consent of its members. Nothing contained in the Amended Verified Statement or Exhibit 1 should be construed as a limitation on, or waiver of, any rights of any member of the Ad Hoc Committee to assert, file and/or amend their claims in accordance with applicable law and any orders entered in these chapter 11 cases. The Ad Hoc Committee does not, by filing this Amended Verified Statement nor any subsequent appearance, pleading, claim or suit, submit to the jurisdiction of the Bankruptcy Court or intend that this Amended Verified Statement constitute a waiver of any of its rights: (i) to have final orders in core and non-core matters entered only after de novo review by a District Judge; (ii) to have any final order entered by, or other exercise of the judicial power of the United States performed by, an Article III court; (iii) to trial by jury in any proceeding so triable in these cases, or any controversy or proceeding related to these cases; (iv) to have the reference withdrawn by the District Court in any matter subject to mandatory or discretionary withdrawal; (v) to any objection to the jurisdiction of the Bankruptcy Court; or (vi) to assert any other rights, claims, actions, defenses, setoffs or recoupments to which the Ad Hoc Committee is or may be entitled, in law or in equity, all of which rights, claims, actions, defenses, setoffs and recoupments the Ad Hoc Committee expressly reserves. Counsel for Ad Hoc California Public Entities Committee can be reached at: LAMB & KAWAKAMI LLP Kevin J. Lamb, Esq. Michael K. Slattery, Esq. Thomas G. Kelch, Esq. 333 South Grand Avenue, Suite 4200 Los Angeles, CA 90071 Telephone: (213) 630-5500 Facsimile: (213) 630-5555 E-mail: klamb@lkfirm.com mslattery@lkfirm.com tkelch@lkfirm.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://is.gd/jhO9Ik 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, is 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. PLANTRONICS INC: S&P Cuts ICR to BB- on Revised Full-Year Guidance ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on U.S.-based provider of audiovisual communication endpoints and services Plantronics Inc. (Poly) and the issue-level ratings on the senior secured facilities to 'BB-' from 'BB'. S&P is lowering its rating on the senior unsecured notes to 'B+' from 'BB-'. Significantly weaker EBITDA and FOCF in fiscal 2020 delays previously expected deleveraging, according to S&P. "The rating action reflects Poly's revised guidance as part of its second-quarter earnings release, resulting in fiscal 2020 performance expectations that are considerably weaker than our previous forecasts. We now expect Poly will maintain S&P Global Ratings' adjusted leverage well above the 3x area, which we consider to be in line with a 'BB' rating, for over 24 months since the Polycom merger," the rating agency said. In its revised base-case scenario, S&P now forecasts leverage to peak at nearly 5x in fiscal 2020 before falling to the low- to mid-3x area in fiscal 2021. This compares to the rating agency's previous forecast of about 3x in fiscal 2020 and in the mid-2x area in fiscal 2021. The stable outlook reflects S&P's expectation that leverage will improve from a peak of about 5x in fiscal 2020 to the low to mid 3x area in fiscal 2021 helped by a return to low to mid-single digit revenue growth from the ramp up in shipments of recently announced products that are natively integrated with Microsoft Teams and Zoom. It also expects cost savings from continued restructuring activities and a boost to FOCF from normalized inventory levels to support deleveraging. "We could lower the rating if we no longer believe leverage will fall below 4x. This could be the result of weaker-than-expected demand for legacy products or new product sales not gaining traction as anticipated, perhaps because of competitive pressures or operational issues. This would be reflected in continued significant revenue declines and EBITDA margins remaining below 20% beyond fiscal 2020," S&P said. "There could also be a downgrade if we expect covenant headroom to fall below 10%, or material increases in shareholder returns and further debt-funded acquisitions that demonstrate a lack of commitment to deleveraging rapidly," the rating agency said. S&P said it could raise the rating if Poly reduces leverage to below 3x on a sustained basis, supported by EBITDA growth from a strong adoption of refreshed products and a slowdown in legacy product revenue declines, as well as cost savings. This could be further supported by a stated commitment toward using the proceeds of potential asset disposals for deleveraging purposes, according to the rating agency. PLAYTIKA HOLDING: S&P Assigns 'B+' ICR; Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B+' issuer credit rating to Playtika Holding Corp. and its 'B+' issue-level rating and '3' recovery rating to the company's $2.75 billion senior secured credit facility, consisting of a $250 million revolving credit facility and $2.5 billion term loan both due in 2024. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default. Playtika is issuing a $2.75 billion senior secured credit facility consisting of a $2.5 billion term loan and a $250 million revolver due in 2024. The credit facility will refinance the 363-day bridge loan put in place in August 2019 that funded a dividend to its shareholders. The stable outlook reflects S&P's expectation that Playtika will not make additional debt-financed dividends and that its adjusted leverage will remain below 4x on a sustained basis. The rating agency also believes the company's core mobile video games will support organic revenue growth at or above the mid-single-digit percent rate with stable margins that are currently around 30%. "A downgrade could occur if the company adopts a more aggressive financial policy that results in debt-financed shareholder returns and leverage above 4x. We could also lower the rating if the company experiences materially weaker user engagement and monetization metrics in one or more of its core games that could lead to flat to declining revenue, margin compression, and weaker cash flow generation, resulting in leverage increasing above 4x on a sustained basis," S&P said. "We view an upgrade over the next 12 months as unlikely due to the current governance and ownership structure. We could raise the rating if the ownership and governance structure becomes less concentrated, the company creates an independent board, and an improved governance track record is established," S&P said, adding that it would look for mid-single-digit or more revenue growth, stable to modestly expanding margins with cash flow directed towards paying down debt, and leverage approaching 3x. PONCE REAL ESTATE: Ordered to File Amended Plan & Disclosures ------------------------------------------------------------- On Oct. 24, 2019, the U.S. Bankruptcy Court for the District of Puerto Rico convened a hearing to consider the Chapter 11 Disclosure Statement of Debtor Ponce Real Estate Corp. and the objection filed by Triangle REO PR Corp. Judge Edward A. Godoy ordered that: * The Debtor is ordered to file an Amended Disclosure Statement and Plan by Dec. 23, 2019. * The hearing on the Amended Disclosure Statement is scheduled for Feb. 20, 2020, at 9:30 a.m., in Ponce, Puerto Rico. The Debtor is represented by Jose Jimenez, while Triangle REO is represented by Eyck Lugo Rivera. About Ponce Real Estate Corp. Ponce Real Estate Corp., a real estate company headquartered in Ponce, Puerto Rico, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06805) on Nov. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Debtor tapped EMG Despacho Legal, CRL as its legal counsel, and Tamarez CPA, LLC as its accountant. PREMIERE ORTHO-PEDO: Taps Richard B. Rosenblatt as Legal Counsel ---------------------------------------------------------------- Premiere Ortho-Pedo PLLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire the Law Offices of Richard B. Rosenblatt, PC 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 and the preparation of a reorganization plan. Richard Rosenblatt, Esq., and Linda Dorney, Esq., the attorneys who will be handling the case, charge an hourly fee of $350. Other attorneys of the firm charge $295 per hour while paralegals charge $150 per hour. The firm has received payments totaling $10,000 since the Debtor's bankruptcy case was filed. Mr. Rosenblatt disclosed in court filings that the firm does not represent any interest adverse to the Debtor and its bankruptcy estate. The firm can be reached through: Richard B. Rosenblatt, Esq. Linda M. Dorney, Esq. The Law Offices of Richard B. Rosenblatt, PC 30 Courthouse Square, Suite 302 Rockville, MD 20850 Phone: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com About Premiere Ortho-Pedo Premiere Ortho-Pedo PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 19-00034) on Jan. 12, 2019. Marvin B. Ngwafon, managing member, signed the petition. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge S. Martin Teel, Jr. PULMATRIX INC: Appoints Life Sciences Executive Batycky to Board ---------------------------------------------------------------- Pulmatrix, Inc. has appointed Rick Batycky, Ph.D., to its Board of Directors. "Rick brings deep expertise in drug development to the board and we are thrilled to welcome him," said Ted Raad, chief executive officer of Pulmatrix. "His broad ranging experience in respiratory therapeutics, including Pulmatrix's iSPERSE dry powder inhalation technology will be invaluable as we consider opportunities to bring new therapeutics to market. We look forward to his strategic guidance as we strategically advance our iSPERSE platform." Dr. Batycky has over two decades of experience with biotech start-ups from founding to acquisition across an array of platforms and disease states with significant expertise in inhaled drug development. He is currently the CEO at Nocion Therapeutics. Most recently, he was the chief scientific officer and a founder of Civitas Therapeutics, which was acquired by Acorda. At Acorda, he was chief technology officer where he led its novel dry powder inhalation therapy to treat motor issues in Parkinson's patients through to FDA approval as Inbrija. Prior to that he was chief scientific officer and senior VP of R&D at Pulmatrix and held prior positions at Alkermes and Advanced Inhalation Research. Dr. Batycky received his B.Sc. in Chemical Engineering from the University of Calgary and his S.M. and Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology (MIT). Dr. Batycky said, "I believe that Pulmatrix's iSPERSE platform technology has tremendous potential to improve the standard of care for patients suffering from serious pulmonary disease. I look forward to helping advance their critically important pipeline." About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com/-- is a clinical stage biotechnology company focused on the discovery and development of novel inhaled therapeutic products intended to prevent and treat respiratory diseases and infections with significant unmet medical needs. The Company's proprietary product pipeline is focused on advancing treatments for serious lung diseases, including Pulmazole, inhaled anti-fungal itraconazole for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor for patients with obstructive lung diseases including asthma and chronic obstructive pulmonary disease. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix incurred a net loss of $20.56 million in 2018 following a net loss of $18.05 million in 2017. As of Sept. 30, 2019, the Company had $32.92 million in total assets, $18.19 million in total liabilities, and $14.72 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Feb. 19, 2019, on the Company's consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company continues to have negative cash flow from its operations, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. RADER LODGE: Jan. 16 Auction Sale of Mitchell County Property Set ----------------------------------------------------------------- Judge Robert E. Nugent of the U.S. Bankruptcy Court for the District of Kansas authorized Rader Lodge, Inc.'s public auction sale of the real property located in Mitchell County, Kansas, together with all items of personal property located thereon, on Jan. 16, 2020 Commencing at 7:00 p.m. at Hansen Auction & Realty, 1898 320 Road, Beloit, Kansas. The real property is legally described as follows, to-wit: Tract 1: Section 21, Township 6, Range 9 West of the 6th P.M. located in the South Half of the Northwest Quarter of the Northwest Quarter, except the right of way, Mitchell County, Kansas, consisting of 18.75 acres - Deed Book / Page 95 / 524 101 / 377 116 l 311 02/D34.; and Tract 2: Section 21, Township 6, Range 9 West of the 6tn P.M., West 790' of the South Half of the Northwest Quarter lying North of railroad of Hwy 128, Mitchell County, Kansas w Deed Book / Page 98 / 632 102 / 78 102 / 79 01 / D34. The various items of personal property, equipment and inventory to be sold are set forth on Exhibit A attached to the Motion. The sale will be free and clear of any and all interests, except any ad valorem tax not paid at closing. The proceeds of sale will be used to pay to pay the costs of sale, including: a. Auctioneer's commission to Hanson Auction & Realty at the rate of 6% of the gross proceeds of sale; b. Title insurance to NKC Title, LLC and/or Security 1st Title; c. Unpaid Debtor's attorneys' fees due Hinkle Law Firm in the estimated amount of $12,250; d. United States Trustee fees associated with the proceeds of sale calculated e. Secured claims of Mitchell County, Kansas and Kansas Department of Revenue; f. Unsecured priority claim of the Internal Revenue Service; g. To the extent funds are available, the unsecured claims of the Internal Revenue Service, Kansas Department of Revenue, LVNV Funding LLC and Four Rivers Development, Inc. to be paid on a pro rata basis. About Rader Lodge Rader Lodge, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 19-10128) on Jan. 29, 2019, estimating under $1 million in both assets and liabilities. The case is assigned to Judge Robert E. Nugent. The Debtor is represented by Edward J. Nazar, Esq., at Hinkle Law Firm, L.L.C. RANGE RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings Company, on November 5, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Range Resources Corporation to BB- from BB. Range Resources Corporation is a petroleum and natural gas exploration and production company organized in Delaware and headquartered in Fort Worth, Texas. It is one of the largest exploration companies operating in the Marcellus Formation. RIVORE METALS: Committee Taps Brooks Wilkins as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Rivore Metals, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Brooks Wilkins Sharkey & Turco, PLLC as its legal counsel. The firm will provide services to the committee in connection with the Debtor's Chapter 11 case, which include legal advice regarding its powers and duties under the Bankruptcy Code; consultation and negotiation with the Debtor and creditors; and the review of any proposed plan of adjustment. The firm's hourly rates are: Members $360 - $580 Associates $305 - $340 Paralegals $150 - $190 Matthew Wilkins, Esq., and Paula Hall, Esq., the firm's attorneys who will be representing the committee, will charge $570 per hour and $340 per hour, respectively. Mr. Wilkins disclosed in court filings that he and other members of the firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. Brooks Wilkins can be reached through: Matthew E. Wilkins, Esq., 401 South Old Woodward, Suite 400 Birmingham, MI 48009 Phone: 248-971-1800 / 248-971-1711 Cell: 248-882-8496 Fax: 248-971-1801 Email: Wilkins@BWST-Law.com About Rivore Metals Rivore Metals, LLC -- http://www.rivore.com/-- is a metals trading and project management company with offices in the United States and Canada offering full service trading operations to international specialized markets for ferrous and non-ferrous scrap metals. Rivore Metals, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-53795) on Sept. 27, 2019. In the petition signed by Konstantinos C. Marselis, president, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Thomas J. Tucker. Charles D. Bullock, Esq. at Stevenson & Bullock, P.L.C., is the Debtor's counsel. The U.S. Trustee for Region 9 appointed a committee of unsecured creditors on on Oct. 15, 2019. ROC-IT DRYWALL: Wants Until Nov. 22 to File Plan & Disclosures -------------------------------------------------------------- Debtor Roc-It Drywall, Inc., and Daniel M. McDermott, United States Trustee, moved the bankruptcy court to extend the deadline by which the Debtor must file its Combined Plan of Reorganization and Disclosure Statement to Nov. 22, 2019. In seeking an extension of the Nov. 1 deadline, the Debtor explained that the proposed date of Nov. 22, 2019, is within the 300-day deadline for filing a Combined Plan of Reorganization and Disclosure Statement mandated by 11 U.S.C. Sec. 1121(e). The Debtor is represented by: David R. Shook Attorney at Law, PLLC 6480 Citation Drive Clarkston, MI 48346 Tel: 248-625-6600 E-mail: ecf@davidshooklaw.com About Roc-It Drywall Inc. Roc-It Drywall, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 19-43051) on March 4, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $1 million. The case is assigned to Judge Phillip J. Shefferly. David R. Shook, Attorney at Law, PLLC, is the Debtor's bankruptcy counsel. ROVIG MINERALS: Seeks Approval to Hire Bankruptcy Attorneys ----------------------------------------------------------- Rovig Minerals, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire attorneys in connection with its Chapter 11 case. In an application filed in court, the Debtor proposes to employ H. Kent Aguillard and Caleb Aguillard to provide legal advice regarding its powers and duties under the Bankruptcy Code, and render other legal services related to the csae. H. Kent Aguillard's hourly rate for bankruptcy-related work ranges from $400 to $475. The other attorney charges $300 per hour. Both attorneys disclosed in court filings that they do not hold nor represent any interest adverse to the Debtor's bankruptcy estate. The attorneys maintain an office at: H. Kent Aguillard, Esq. Caleb K. Aguillard, Esq. 141 S. 6th Street P.O. Drawer 391 Eunice, LA 70535 Voice: (337) 457-9331 Fax: (337) 457-2917 Email: kaguillard@yhalaw.com calebkaguillard@gmail.com About Rovig Minerals Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Mont., to pursue exploration and development of mineral, oil and gas projects around the world. On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. W.D. La. Case No. 19-51133). The creditors are represented by Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips. The case is assigned to Judge John W. Kolwe. ROVIG MINERALS: Seeks Approval to Hire Special Counsel ------------------------------------------------------ Rovig Minerals, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire a special counsel. In an application filed in court, the Debtor proposes to employ Daniel Hughes, Esq., to provide legal advice on oil and gas-related matters to determine the validity of liens, and assist its bankruptcy attorneys in litigations. The hourly rate charged by the attorney is between $350 and $400. Mr. Hughes disclosed in court filings that he neither represents nor holds any interest adverse to the Debtor and its bankruptcy estate. About Rovig Minerals Rovig Minerals, Inc. -- http://www.rovigminerals.com/-- was founded in 1980 in Billings, Mont., to pursue exploration and development of mineral, oil and gas projects around the world. On Sept. 25, 2019, creditors FDF Energy Services LLC, Tri-City Services Inc., Oil Country Tubular Corp., DH Rock Bit Inc., Aldonsa Inc. filed an involuntary Chapter 11 petition against the Debtor (Bankr. W.D. La. Case No. 19-51133). The creditors are represented by Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips. The case is assigned to Judge John W. Kolwe. RR DONNELLEY: Egan-Jones Lowers Senior Unsecured Ratings to C ------------------------------------------------------------- Egan-Jones Ratings Company, on November 8, 2019, downgraded the foreign commercial paper and local commercial paper ratings on debt issued by RR Donnelley & Sons Company to C from B. RR Donnelley & Sons Company is an American Fortune 500 integrated communications company that provides marketing and business communications, commercial printing, and related services. Its corporate headquarters are located in Chicago, Illinois, United States. SABERT CORP: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service assigned first-time ratings to Sabert Corporation, including a B2 Corporate Family Rating, a B2-PD Probability of Default Rating and a B2 senior secured term loan rating. The proceeds from the new $717.5 million term loan will be used to finance the acquisition of LBP Holdings and to refinance existing debt. The outlook is stable. Assignments: Issuer: Sabert Corporation Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Gtd. Senior Secured 1st Lien Term Loan B, Assigned B2 (LGD4) Outlook Actions: Issuer: Sabert Corporation Outlook, Assigned Stable RATINGS RATIONALE The B2 corporate family rating reflects the company's small scale, high customer concentration, high pro forma leverage and the integration and operating risk inherent in the LBP acquisition. Pro forma for the LBP acquisition, debt/EBITDA as adjusted by Moody's is approximately 5.4 times in the twelve months ended September 30, 2019 and pro forma EBITDA/Interest coverage was approximately 2.7x. The company, which is privately owned by its founder, has committed to debt reduction after the LBP acquisition. However, the company has grown both organically and though acquisitions in the past and M&A risk remains high given the fragmented nature of the industry. In addition, LBP has completed a number of transactions prior to being acquired by Sabert and a sizeable portion of its projected earnings growth is due to restructuring initiatives and new business wins that still have to be reflected in its financial statements. Given different primary substrates for LBP and legacy Sabert , Moody's does not expect significant amount of synergies from the transaction, but Moody's views it positively overall because it will broaden Sabert's product offerings and sales channels and improves the growth profile. Pro forma for the acquisition of LBP Holdings LLC, the company will offer plastic (66%), paper (27%) and fiber-based (7%) packaging sold through multiple distribution channels. However, LBP has higher customer concentration than legacy Sabert, therefore overall the combined customer concentration remains high with the top 10 customers accounting for 49% of sales and the top customer, accounting for 11%. The combined company will continue to generate majority of sales in North America (90%), but it does have European and Chinese operations, where it sources some of its fiber-based products. Sabert's credit profile also reflects earnings volatility due to lags in passing through resin prices and fragmented industry with pricing pressures. The legacy Sabert has approximately 65% of sales under contracts with cost pass-through for resin. Although the company shortened the lags on many of its contracts, the company's margins and working capital could be temporarily impacted by rising raw material costs. The acquired LBP business also has contracts (approximately 80% of sales) but they have semi-annual or annual price resets. Historically, paper prices have been less volatile than resin prices, but given lengthy pricing resets, there is a risk for negative impact on margins during an inflationary environment. Although the company's products are both reusable and recyclable, increasing consumer and regularatory concerns about single-use plastics and waste could change operating environment and impact demand in the future or require investments to develop products with higher recycled content or biodegradable plastics. Sabert can use recycled resins in its production, has its own recycling operation and it produces fiber-based products in China that are compostable and viewed as more environmentally friendly by both customers and consumers. The company is in the process of investing in a plant to produce fiber based packaging products in the U.S., which could offset any potential loss of volume from substitution out of plastic packaging containers. The stable outlook reflects expectations that the company will successfully integrate the LBP acquisition, continue to execute its growth plan and gradually improve credit metrics through either earnings growth or debt pay down. Moody's could upgrade the rating if the company demonstrates earnings growth and debt reduction. Specifically, ratings could be upgraded if Debt to EBITDA declined to below 5.0 times, Funds from operations to debt are maintained at above 11.0% and EBITDA to interest expense coverage improves to over 3.5 times. Moody's could downgrade the company's rating if credit metrics weaken, liquidity deteriorates and/or the operating and competitive environment changes. Specifically, the ratings or outlook could be downgraded if Debt to EBITDA rose above 6 times and free cash flow was consistently negative. The company is projected to have good liquidity supported by some cash on hand and availability under a new $100 million unrated ABL revolver due in 2024. The company is expected to be free cash flow positive even during the high capex period to support a new plant in Texas. There are no maintenance covenants under the term loan credit agreement. The revolver has a springing fixed charged covenant of 1.05 times if availability is less than the greater of 12.5% of the commitment or $10 million. The term loan will have a 1% amortization and an excess cash flow sweep. Most of the assets are encumbered by the secured credit facilities. Headquartered in Sayreville, NJ, Sabert Holding Corp. is a manufacturer of plastic and fiber-based packaging for food and food service. Pro forma for the acquisition of LBP Holdings LLC, the company had sales of $862 million in the twelve months ended September 30, 2019. Pro forma for the LBP acquisition, the company will have 14 manufacturing facilities, including two in Europe and two in China. The company is privately owned by its founder Albert Salama. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. SAGE & SWIFT: Seeks Court Approval to Hire Consultant ----------------------------------------------------- Sage & Swift Gourmet Catering, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire a consultant. In an application filed in court, the Debtor proposes to employ Larry Clark to assist it in complying with its proposed Chapter 11 plan of reorganization. Mr. Clark, a banker for nearly 42 years, has performed similar work for other companies in Chapter 11 case. He will be paid an hourly fee of $150 for his services. Mr. Clark disclosed in court filings that his only connection to the Debtor is his capacity as its consultant, and that the Debtor did not owe him money at the time of its bankruptcy filing. About Sage & Swift Gourmet Catering Sage & Swift Gourmet Catering, Inc. filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 19-00633) on Feb. 12, 2019. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Stephani W. Humrickhouse. The Debtor is represented by Travis Sasser, Esq., at Sasser Law Firm. SAMM SOLUTIONS: Cash Collateral Stipulation with Bank Not Approved ------------------------------------------------------------------ Judge Louise D. Adler of the Bankruptcy Court for the Southern District of California did not approve the amended stipulation entered into between SAMM Solutions and its primary secured lender Pacific Premier Bank. The Stipulation relates to the Debtor's motion to use of cash collateral in order to continue its business and pay on-going operating expenses. The budget and amended stipulation attached to the order, according to Court dockets, are not the latest version. The Court directed the Debtor to resubmit the order with the amended stipulation and the amended budget attached. A final hearing is set for Nov. 21, 2019. About SAMM Solutions SAMM Solutions, Inc. -- http://www.btsresearch.com/-- is a San Diego-based contract research organization that delivers GLP and Non-GLP biological services to clients in pharmaceutical, biopharmaceutical, biotech, academic research, medical device and related industries. SAMM Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 19-04700) on Aug. 5, 2019. At the time of the filing, the Debtor disclosed $999,443 in assets and $5,869,629 in liabilities. The Debtor is represented by Stephen C. Hinze, Attorney at Law, APC. SCIENTIFIC GAMES: Moody's Rates New $1.2BB Sr. Unsec. Notes Caa1 ---------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Scientific Games International, Inc.'s proposed $1.2 billion senior unsecured notes. The company's existing senior secured revolver, term loan, and senior secured notes were downgraded to B1 from Ba3. The company's existing senior unsecured notes and senior subordinated notes were affirmed at Caa1. Moody's additionally assigned Scientific Games International, Inc. a B2 Corporate Family Rating, B2-PD Probability of Default Rating, SGL-2 Speculative Grade Liquidity rating, and stable outlook. All ratings are now at the Scientific Games International, Inc. level where all the subject debt is located, as opposed to Scientific Game Corporation which will be withdrawn. Proceeds from the new proposed $1.2 billion senior unsecured notes, along with a combination of balance sheet cash and revolver draw, will be used to repay the company's remaining $1.2 billion 10% senior unsecured notes due 2022 and $244 million 6.25% senior subordinated notes due 9/1/2020, as well pay related premiums, fees and expenses. The company's B2 CFR reflects the benefits of the refinancing transaction which will reduce annual cash interest expense by over $40 million and extend the company's debt maturity profile. The proposed transaction is largely debt neutral, should be accretive to the company's free cash flow and aligns with Moody's expectation for continued reduction in leverage from current levels. The downgrade of the senior secured revolver, term loan, and secured notes to B1 reflects the reduction in junior debt in the company's capital structure per Moody's Loss Given Default methodology, notwithstanding the benefits of the transaction. Downgrades: Issuer: Scientific Games International, Inc. Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3) from Ba3 (LGD3) Senior Secured Regular Bond/Debenture, Downgraded to B1 (LGD3) from Ba3 (LGD3) Assignments: Issuer: Scientific Games International, Inc. Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B2 Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) Affirmations: Issuer: Scientific Games International, Inc. Senior Subordinated Regular Bond/Debenture, Affirmed Caa1 (LGD6) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Withdrawals: Issuer: Scientific Games Corporation Probability of Default Rating, Withdrawn , previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-2 Corporate Family Rating, Withdrawn , previously rated B2 Outlook Actions: Issuer: Scientific Games Corporation Outlook, Changed To Rating Withdrawn From Stable Issuer: Scientific Games International, Inc. Outlook, Changed To Stable From No Outlook RATINGS RATIONALE Scientific Games International, Inc.'s B2 CFR is constrained by the company's significant leverage level, following the company's largely debt-financed acquisition of Bally Technologies, Inc. in November 2014 and the January 2018 largely debt financed acquisition of NYX Gaming Group Limited. SGI has been able to reduce leverage levels more recently, although Moody's expects debt/EBITDA will remain high through fiscal 2020. Another key credit concern is the relatively flat outlook for slot machine demand in the US, with the company's new games and cabinets looking to help drive performance in the Gaming operating segment. Partly mitigating SGI's high leverage is the company's plan to further leverage recent cost reduction efforts and accelerate its deleveraging efforts. Moody's currently expects debt/EBITDA will drop towards 6.0 times by the end of fiscal 2020 through a combination of absolute debt reduction, revenue growth, with margin improvement further leveraging expense reductions. Positive rating consideration is given to SGI's large recurring revenue base. The contract-based nature of a majority of SGI's revenue, including both in its gaming and lottery businesses, provides a level of revenue and earnings stability. The company is also well positioned to benefit from the growth of digital gaming products and sports betting, as these markets continue to expand and mature. SGI owns a large portfolio of complementary gaming products and services, both digital and non-digital, that it can utilize and cross-sell globally among its various distribution platforms. SGI's stable rating outlook takes into consideration the expectation for a reduction in leverage and is additionally supported by the company's good liquidity profile. A ratings upgrade is not likely in the near term given its expectation that SGI's leverage will remain high. A higher rating is possible to the extent the company demonstrates sustainable earnings and free cash flow improvement and achieves and maintains debt/EBITDA approaching 5.0 times. SGI's ratings could be lowered if it appears that, for any reason, the company is not tracking towards reducing debt/EBITDA towards the 6.0 times range by the end of fiscal 2020. Scientific Games is a developer of technology-based products and services and associated content for worldwide gaming, lottery, social and digital gaming markets. Scientific Game Corporation is the publicly traded parent company of Scientific Games International, Inc., the direct borrower of over $8 billion of rated debt. Consolidated revenue for the latest 12-month period ended September 30, 2019 was over $3.4 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. SCIENTIFIC GAMES: S&P Rates New $1.2BB Senior Unsecured Notes 'B-' ------------------------------------------------------------------ S&P Global Ratings revised its outlook to positive from stable, and affirmed all ratings on Scientific Games Corp. Meanwhile, S&P assigned its 'B-' issue-level rating and '5' recovery rating to the $1.2 billion in senior unsecured notes, which the company's wholly owned subsidiary, Scientific Games International Inc., plans to issue. The outlook revision to positive reflects S&P's expectation that EBITDA growth and debt reduction will support improving leverage and increased cushion relative to the rating agency's upgrade thresholds. S&P is forecasting adjusted debt to EBITDA to improve to the mid-6x area at the end of 2019, from 7.1x at the end of 2018. Although its forecast for 2019 adjusted leverage is modestly below its 7x upgrade threshold on Scientific Games, S&P would want to be confident that the company could sustain leverage below 7x, even in a scenario of modest operating underperformance, before raising the rating. Given its view of a heightened risk of a recession in the U.S. beginning in the next 12 months, S&P would want to feel confident operating performance would be aligned with its base-case forecast for 2020, before raising the rating. The positive outlook reflects S&P's forecast for EBITDA growth and debt reduction to spur an improvement in adjusted debt to EBITDA closer to 6.5x by the end of 2019, providing increased cushion relative to the rating agency's 7x leverage upgrade threshold. It expects further deleveraging in 2020. "We could raise the rating once we are confident Scientific Games can sustain adjusted debt to EBITDA under 7x and adjusted EBITDA coverage of interest over 2x, incorporating volatility over the economic cycle and potential investments in contracts. We believe this could occur if 2020 operating performance is aligned with our base-case forecast," S&P said. "We would revise the outlook to stable if we no longer expected adjusted debt to EBITDA to remain below 7x and interest coverage above 2x. This would likely result from about a 15% underperformance relative to our 2020 base case, which we believe would likely be caused by a potential weakening of the economic environment, or modest losses in gaming market share or lottery contracts," the rating agency said. SCOTTY'S HOLDINGS: Tacos Buying Alcoholic Beverage Permit for $40K ------------------------------------------------------------------ Scotty's Holdings, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the sale of its Type 209 Indiana Alcoholic Beverage Permit, License No. RR49-2250, to Tacos A LA DIABLA, LLC, for 40,000. The Debtor owned and operated a "Scotty's Brewhouse" bar and restaurant location from approximately February of 2006 until it ceased operating on April 20, 2019. Its assets consist of cash collateral, certain restaurant equipment, and the License. On Oct. 16, 2019, the Debtor agreed to sell the License to the Purchaser for $40,000. The parties have executed their Asset Purchase Agreement. The agreement reflects a purchase price of $42,000, but $2,000 is earmarked for various fees associated with renewing and transferring the license. For all intents and purposes, the License is being purchased for $40,000 and the broker's commission will be based on that amount. The Purchaser and the Debtor have no prior relationship. The Purchaser's offer is contingent upon the Debtor obtaining a final, non-appealable sale order in the case and the Purchaser obtaining the approval of the Indiana Alcohol Beverage Commission regarding the transfer of the License. By the Sale Motion, the Debtor asks authority to sell the License to the Purchaser free and clear of all liens, claims, interests and encumbrances. The Purchaser also asks an order that it, as a result of the consummation of the purchasing the License, will not be deemed a mere continuation or substantial continuation of the Debtor, has not, de facto or otherwise, merged with or into the Debtor or its affiliates and does not constitute a successor to the Debtor by reason of any theory or law of equity. The Debtor proposes that it will hold the Liquor License's proceeds in its counsel's trust account subject to further order of the Court. The Debtor is obligated to Huntington National Bank N.A. under a secured loan with a petition date balance of approximately $1.1 million. Under the Huntington Bank loan documents, the Debtor granted Huntington Bank a "blanket lien" in its assets, including "general intangibles." Huntington Bank has filed UCC-1 financing statements against which provide notice that Huntington Bank has a lien on "general intangibles." The Debtor is also obligated to Rewards Network Establishment Services Inc. under a secured loan that is styled as a purchase of credit card receivables. Under the Rewards Network loan documents, the Debtor granted Rewards Network with a blanket lien in all of its assets including "general intangibles." Rewards Network has filed UCC-1 financing statements which provide notice that Rewards Network has a lien on "general intangibles." The Debtor is also obligated to Sase Kosan K.K. and other related partiesunder a secured loan provided post-petition and approved by the Cour. Under the DIP Financing, the DIP Lender was provided a junior lien on previously encumbered assets and a first-lien position on unencumbered assets. Pursuant to the Court orders authorizing the DIP Financing, the DIP Lender was not required to file UCC-1 financing statements. Despite the granting of liens and filed UCC-1 financing statements by Huntington and Rewards, and the granting of liens to the DIP Lender, neither Huntington Bank, Rewards Network, or the DIP Lender has a lien on the License pursuant to Indiana law, and the Debtor is unaware of any other parties who might assert a lien in the License. The Debtor will distribute the proceeds pursuant to the Court's Cash Use Order. On June 11, 2019, the Court entered the Order Approving Debtor's Application to Employ Broker to Market and Sell Liquor License, whereby the Debtor was authorized to hire Bradford & Riley, Inc. to assist the Debtor in marketing and selling the License. After several months of marketing the License, the Broker secured the Purchaser's offer and brought it to the Debtor. The Debtor submits no further marketing is needed because the Purchase Price is equal to fair market value, because the Purchase Price is the result of arms-length and good-faith negotiations, and because the Purchaser is not an insider. The Debtor submits that the sale of the License is within its sound business judgment. It has determined that the sale of the License will maximize the value of the Debtor's estate and is in the best interest of the estate and its creditors. The sale will be free and clear of all liens, claims, interests or encumbrances, with such liens, claims, interests or encumbrances to attach to the sale proceeds. The Debtor also asks that if no objections are filed or pending at the time of hearing on the Sale Motion, that the Court waives the 14-day stay imposed by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. About Scotty's Holdings Scotty's Brewhouse is a craft beer sports bar with 16 locations throughout Indiana, Illinois, Ohio, Florida, and Texas. The original Scotty's Brewhouse was opened in Muncie, Indiana in 1996. Scotty's Holdings, LLC, and its affiliates, including Scotty's Brewhouse, filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 18-09243) on Dec. 11, 2018. In the petitions signed by Berekk Blackwell, executive manager, Scotty's Holdings estimated $1 million to $10 million in both assets and liabilities and Scotty's Brewhouse estimated $100,000 to $500,000 in both assets and liabilities. The Debtors hired Quarles & Brady LLP, and Hester Baker Krebs LLC, as attorneys. SEACOR HOLDINGS: Egan-Jones Lowers Senior Unsecured Ratings to B ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 5, 2019, downgraded the foreign commercial paper and local commercial senior unsecured ratings on debt issued by SEACOR Holdings Incorporated to B from A3. SEACOR Holdings is a Fort Lauderdale based public company in the marine services business. It has 5,316 employees as of 2013 and sales of annual sales of $1.6 billion. Florida Trend ranked it as Florida's 35th largest company. SEACOR incorporated in 1989. SEALED AIR: Moody's Rates Sr. Unsec. Notes Ba3, Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the new senior unsecured notes of Sealed Air Corp. The Ba2 Corporate Family Rating, Ba2-PD Probability of Default rating, all other instrument ratings, the SGL-2 rating, and the stable outlook for Sealed Air Corp. remain unchanged. The instrument rating assigned to Sealed Air Limited, a subsidiary of Sealed Air Corp. remain unchanged also. The proceeds will be used to refinance the existing 6.5% senior unsecured notes due 2020. The transaction is credit neutral since it is will not increase debt or have a material impact on credit metrics. Assignments: Issuer: Sealed Air Corp. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation RATINGS RATIONALE Sealed Air's Ba2 Corporate Family Rating reflects an expectation of an improvement in credit metrics, the strategic rationale for the recent APS acquisition and that the company will manage its financial policy to maintain credit metrics at the Ba2 CFR level going forward. Credit metrics are expected to benefit from the 'Reinvent SEE' productivity and cost cutting initiative as well as synergies from the acquisition. The Automated Packaging Systems (APS) acquisition will increase Sealed Air's exposure to the higher growth e-commerce end market and automated packaging systems. The acquisition will also further increase the company's exposure to the more stable food end market. Sealed Air will need to manage their financial policy to improve the company's credit profile given that metrics are currently stretched outside the downgrade rating trigger and leave no room for any negative operating variance. Comparable companies in the rated category have greater scale and stronger credit metrics as most have focused on accretive acquisitions over the years while Sealed Air has directed free cash flow to share repurchases and dividends. The company will need to better position itself in the rating category to avoid a downgrade. Strengths in the company's credit profile include scale (as measured by revenue), wide geographic exposure and low customer concentration of sales. Sealed Air has a track record of successful innovation and continues to invest in R&D. The company is also an industry leader in certain segments. The company currently operates in 48 countries including the U.S. with distribution to 123 countries. Sealed Air has maintained long-term relationships with many of its top customers and has a significant base of equipment installed on the customers' premises. The rating is constrained by weakness in certain credit metrics and the concentration of sales in cyclical and event risk prone segments. The rating is also constrained by the significant competition in the fragmented market, some commoditized products and the mixed contract and cost pass through position. The company's segments operate in competitive and fragmented markets and will need to continue to develop new products and innovate in order to maintain their competitive advantage as many innovations eventually may be copied. A ratings upgrade is unlikely given managements' stated leverage target of 3.5-4.0 times net leverage. However, the ratings could be upgraded if Sealed Air sustainably improves credit metrics within the context of a stable operating and competitive environment. Specifically, the ratings could be upgraded if debt to EBITDA declines below 3.75 times, EBITDA interest coverage rises above 5.75 times, funds from operations to debt increases to over 18.0%. The ratings could be downgraded if the company fails to sustainably improve credit metrics to a level within the rating triggers or there is further deterioration in credit metrics or the operating and competitive environment. Management will need to conduct their financial policy accordingly to maintain the rating. Specifically, the rating could be downgraded if debt to EBITDA remains above 4.3 times, EBITDA interest coverage remains below 5.0 times, funds from operations to debt declines below 15.0%. Sealed Air's SGL-2 good liquidity profile is characterized by a high level of cash on hand, expectations of sufficient cash flow to fund all normal internal needs, and strong availability under committed credit facilities. A large percentage of the company's cash is located outside of the U.S. and subject to taxation when repatriated. The company anticipates making cash repatriation decisions with consideration of applicable tax implications. Moody's believes that Sealed Air's cash and short-term investments are held in liquid instruments of high credit quality and conservatively managed. Credit facilities include a increased $1 billion revolving facilities, which expires in July 2023. Sealed Air will continue to maintain a $60 million US accounts receivable securitization program which expires annually in August and is renewable. The 2019 expiration was extended into the fourth quarter of 2019. The company will also maintain a EUR 80 million European Accounts Receivable Securitization Program which expires annually in August and is renewable. The amounts available under the securitization facilities vary depending upon credit ratings, trade receivable balances, the creditworthiness of customers and receivables collection experience among other factors. The only financial covenant under the senior secured credit agreement is a maximum net total leverage ratio. As of June 30, 2019, Sealed Air was in compliance with the financial covenants and limitations. The company is expected to remain in compliance with the financial covenant over the next four quarters. Sealed Air has some seasonality in certain segments resulting in working capital needs peaking in the first quarter and free cash flow peaking in the fourth quarter. Working capital needs will also fluctuate with raw material prices. Most domestic assets and some foreign assets are fully encumbered by the senior secured credit facilities. Headquartered in Charlotte, NC, Sealed Air is a global manufacturer of packaging products, performance-based materials and equipment systems for various food, industrial, medical and consumer applications. Sealed Air reports in two segments, Food Care (61% of revenue) and Product Care (39% of revenue). The company had revenues of approximately $4.7 billion for the 12 months ended June 30, 2019. Proforma combined company net sales are expected to be approximately $5 billion. Founded in 1962, APS is located in Streetsboro, Ohio and designs and manufactures flexible and automated bag packaging systems. The company had approximately 1,200 employees at the time of acquisition. APS revenues were approximately $290 million in 2018. The principal methodology used in this rating was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in May 2018. SMARTER TODDLER: Court OKs Cash Collateral Pact with Secureds ------------------------------------------------------------- The Bankruptcy Court authorized Smarter Toddler Group, LLC, to use cash collateral nunc pro tunc to the Petition Date pursuant to the terms of a stipulation entered into between the Debtor and its secured creditors, namely (i) Bright Horizons Children's Centers LLC and (ii) B.E. Capital Management Fund LP. The Debtor will use cash collateral to pay expenses incurred in connection with the operation of its business as well as other administrative expenses required in its Chapter 11 case. As adequate protection, the Secured Creditors are granted (i) replacement liens in all of the Debtor's property, and (ii) superpriority administrative expense claims to the extent of any post-petition diminution in value of the Collateral, capped by the amount of each Secured Creditor's claim, and subject to a carve-out of up to $15,000 for fees and expenses of a hypothetical Chapter 7 trustee, and up to $50,000 for fees and expenses of professionals retained in the Debtor's Chapter 11 case. A copy of the Order can be accessed at https://is.gd/HODIdP from PacerMonitor.com free of charge. About Smarter Toddler Group Smarter Toddler Group, LLC -- https://www.smartertoddler.net/ -- is a child care - pre school in New York. It offers early childhood education, top tier private preschools, pre-k, child day care centers, nursery, infant childcare, baby activities, toddler enrichment classes, art, music, movement classes, science, yoga, dance, languages, sign language, literacy, kindergarten prep, GNT gifted and talented test prep tutoring, G&T preparation. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-13097) on Sept. 27, 2019, in Manhattan, New York. In the petition signed by Kettia Ming, manager, the Debtor was estimated to have assets between $1 million and $10 million, and liabilities of the same range. Judge Shelley C. Chapman is assigned the case. STORCH AMINI PC is the Debtor's legal counsel. SOTERA HEALTH: Moody's Rates $2.1BB First Liem Term Loan 'B2' ------------------------------------------------------------- Moody's Investors Service affirmed Sotera Health Topco, Inc.'s Corporate Family Rating at B3. Moody's also assigned B2 ratings to the $2.1 billion first lien term loan, $150 million delayed-draw first lien term loan, and a Caa2 ratings to Sotera's $770 million second lien term loan and $50 million delayed-draw second lien term loan. The rating outlook remains stable. Sotera Topco's B3-PD Probability of Default Rating was also affirmed. Proceeds from the proposed $2.9 billion refinancing will be used to repay $425 million topco PIK toggle notes and $450 million unsecured notes, fund a $309 million distribution to Sotera's shareholders and fees and expenses. On completion of the transaction, Moody's expects to move the Corporate Family Rating and the Probability of Default Rating from Sotera Health Topco, Inc. to Sotera Health Holdings, LLC. Moody's took no action on the company's existing debt instrument ratings, and expects to withdraw these ratings at close of the transaction. Affirm: Issuer: Sotera Health Topco, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Assign: Issuer: Sotera Health Holdings LLC Senior Secured First Lien Term Loan B, B2 (LGD3 ) Senior Secured First Lien Delayed Draw Term Loan B, B2 (LGD3) Senior Secured Revolving Credit Facility, B2 (LGD3) Senior Secured Second Lien Term Loan B, Caa2 (LGD5) Senior Secured Second Lien Delayed Draw Term Loan B, Caa2 (LGD5) Outlook Actions: Issuer: Sotera Health Holdings LLC Outlook, Remains Stable Issuer: Sotera Health Topco, Inc. Outlook, Remains Stable RATINGS RATIONALE The B3 Corporate Family Rating reflects Sotera's high financial leverage with debt/EBITDA around 7.7 pro forma at closing. The ratings also reflect the company's very aggressive financial policies given multiple debt funded dividends over the past several years. Following the proposed dividend transaction, the company will be weakly positioned at the B3 rating, given its weak free cash flow over the next 12-18 months. The company has a high degree of environmental risk and will have elevated capex related these risks over the next two years. Given the increased capex and interest expense resulting from the recapitalization, the company will have limited ability to absorb unforeseen operating setbacks or cash demands on the business. The rating is supported by Sotera's strong operating track record and history of steady earnings growth. The company benefits from its leading market position and the stable/essential nature of demand for its services. The company has a good liquidity profile, as Moody's expects Sotera will maintain slightly positive free cash flow in 2020 and free cash flow of at least $40 million in 2021. Further the company will have access to a $172.5 million revolving credit facility, which Moody's expect will remain largely undrawn. The stable rating outlook reflects Moody's expectation that the company will see leverage improvement, but that debt/EBITDA will remain high -- in excess of 7 times -- by the end of 2020. Ratings could be upgraded if the company continues successful integrations of acquisitions. In addition, the company would need to maintain balanced financial policies such that debt/EBITDA would be sustained below 6.5 times. Ratings could be downgraded if free cash flow was expected to be negative, legal or environment risks increased substantially, or financial policies become increasingly aggressive. Ratings could be lowered if the company's liquidity profile were to erode. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Sotera Health, headquartered near Cleveland, OH, is a leading fully integrated provider of mission-critical health sciences, lab services and sterilization solutions for the healthcare industry. Sotera Health offers services in sterilization, lab and testing and gamma technologies. It operates through three main entities: Sterigenics, Nelson Labs and Nordion Inc. The company generates revenue in excess of $770 million. Sotera Health is majority-owned by private equity firm, Warburg Pincus International LLC with a minority interest held by GTCR LLC. STAR CHAIN: Seeks to Hire Rountree Leitman as Co-Counsel -------------------------------------------------------- Star Chain, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree Leitman & Klein, LLC, as co-counsel to the Debtors. Star Chain requires Rountree Leitman to: (a) assist in the preparation of pleadings and applications; (b) conduct of examination; (c) advise the Debtors of their rights, duties and obligations as debtors-in-possession; (d) consult with the Debtors and represent with respect to a Chapter 11 plan; (e) perform those legal services incidental and necessary to the day-to-day operations of Applicants’ business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; (f) take any and all other action incident to the proper preservation and administration of the Debtors' estate and business. Rountree Leitman will be paid at these hourly rates: Attorneys $295 to $425 Paralegals $120 Law Clerks $200 Rountree Leitman will be paid a retainer in the amount of $100,000. Rountree Leitman will also be reimbursed for reasonable out-of-pocket expenses incurred. William A. Rountree, a partner at Rountree Leitman, 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. Rountree Leitman can be reached at: William A. Rountree, Esq. ROUNTREE LEITMAN & KLEIN, LLC 2987 Clairmont Road, Ste. 175 Atlanta, GA 30329 Tel: (584) 1238 Fax: (404) 704-0246 E-mail: wrountree@rlklawfirm.com About Star Chain Star Chain, Inc., is a Georgia-based company that operates as the management company for all affiliated "US Star" debtors. The affiliated "US Star" debtors operate approximately four dozen restaurants with franchisors Captain D's, Checkers, Newk's, and Yogli Mogli. The Debtors' membership interests are owned by the same person, Omer Casurluk. The Debtors have common secured creditors and are part of one business operation. On Oct. 2, 2019, Star Chain, Inc., as Lead Debtor, and 26 other affiliates sought Chatper 11 protection (Bankr. N.D. Ga. Lead Case No. 19-65768) in Atlanta, Georgia. In the petition signed by Omer Casurluk, manager, Star Chain, Inc., was estimated to have assets at $1 million to $10 million, and liabilities at $10 million to $50 million. The Hon. Wendy L. Hagenau is the case judge. Wiggam & Geer, LLC is counsel to the Debtors. Rountree Leitman & Klein, LLC, as co-counsel. STAR CHAIN: Seeks to Hire Wiggam & Geer as Co-Counsel ----------------------------------------------------- Star Chain, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Wiggam & Geer, LLC, as co-counsel to the Debtors. Star Chain requires Wiggam & Geer to: (a) assist in the preparation of pleadings and applications; (b) conduct of examination; (c) advise the Debtors of their rights, duties and obligations as debtors-in-possession; (d) consult with the Debtors and represent with respect to a Chapter 11 plan; (e) perform those legal services incidental and necessary to the day-to-day operations of Applicants’ business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; (f) take any and all other action incident to the proper preservation and administration of the Debtors' estate and business. Wiggam & Geer will be paid at these hourly rates: Will B. Geer, Esq. $400 Ceci Christy, Esq. $330 Paralegals $120 Wiggam & Geer has accepted a prepetition retainer of $160,000. Wiggam & Geer billed $68,039 in prepetition fees and out-of-pocket expenses of$46,359 in filing fees and $21,680 in legal fees, leaving a retainer of $91,961. Wiggam & Geer will also be reimbursed for reasonable out-of-pocket expenses incurred. Will B. Geer, a partner at Wiggam & Geer, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Wiggam & Geer can be reached at: Will B. Geer, Esq. WIGGAM & GEER, LLC 50 Hurt Plaza, SE, Suite 1150 Atlanta, GA 30303 Tel: (404) 233-9800 Fax: (404) 287-2767 E-mail: wgeer@wiggamgeer.com About Star Chain Star Chain, Inc., is a Georgia-based company that operates as the management company for all affiliated "US Star" debtors. The affiliated "US Star" debtors operate approximately four dozen restaurants with franchisors Captain D's, Checkers, Newk's, and Yogli Mogli. The Debtors' membership interests are owned by the same person, Omer Casurluk. The Debtors have common secured creditors and are part of one business operation. On Oct. 2, 2019, Star Chain, Inc., as Lead Debtor, and 26 other affiliates sought Chatper 11 protection (Bankr. N.D. Ga. Lead Case No. 19-65768) in Atlanta, Georgia. In the petition signed by Omer Casurluk, manager, Star Chain, Inc., was estimated to have assets at $1 million to $10 million, and liabilities at $10 million to $50 million. The Hon. Wendy L. Hagenau is the case judge. Wiggam & Geer, LLC is counsel to the Debtors. Rountree Leitman & Klein, LLC, as co-counsel. STV GROUP: Moody's Assigns B2 Corp. Family Rating, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and B3-PD probability of default rating to STV Group, Incorporated. Concurrently, Moody's assigned B2 ratings to the company's proposed $55 million senior secured first lien revolver and $225 million senior secured first lien term loan. The outlook is stable. This is the first time Moody's has rated STV. Term loan proceeds combined with new equity from the Tom Pritzker Family Business Interests, advised by The Pritzker Organization, L.L.C., will be used to finance the acquisition of a majority position of the company, cover related fees and expenses, and provide opening cash to the balance sheet. "STV's exposure to infrastructure spending growth in the US public sector is the principal driver of the credit rating," said Moody's lead analyst Andrew MacDonald. "We believe that STV will benefit from growth in US non-residential construction spending in 2020 that is reflected in the company's growing backlog. Longer term, we expect that a conservatively managed balance sheet will generate sufficient free cash flow to allow for debt repayment and a reduction in leverage." Assignments: Issuer: STV Group, Incorporated Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B3-PD Senior Secured First Lien Term Loan, Assigned B2 (LGD3) Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: STV Group, Incorporated Outlook, Assigned Stable RATINGS RATIONALE STV's B2 CFR is constrained by the company's modest size in terms net service revenue at fiscal year-end 30 September 2019 within a fragmented industry with many large competitors. The company's business is also reliant on state and federal spending budgets and would be adversely impacted during periods of reduced capital spending. Uncertainty from contract pricing mix, timing, estimating costs, and the involvement of subconsultants imposes revenue and earnings volatility. The company must adequately estimate labor demand needs for projects and retain key personnel to support the business. The construction projects on which STV works are also subject to compliance with environmental and safety standards that can affect the cost and timing of the projects. The PFBI has a longer-term orientation than more traditional private equity firms and Moody's views financial policy risk as more moderate. However, the company's ownership is shifting from an Employee Stock Ownership Plan (ESOP) that did not utilize debt to a new private sponsor. The financial policy will thus be more aggressive than under the prior ownership with debt used to fund the LBO and subsequent potential acquisitions. STV's pro forma credit metrics for the twelve months ending 30 September 2019, including 4.4x debt-to-EBITDA leverage (all ratios are Moody's adjusted unless otherwise noted) and EBITA-to-interest coverage of 2.7x, reflect less aggressive use of leverage than in other LBOs and supports the B2 rating. The rating is also supported by a growing backlog of contracted work, steady maintenance projects that represents roughly two-thirds of revenue, and small average project sizes despite reliance on multiple state and federal transportation-related agencies. Moody's also expects the company will benefit from positive near-term macroeconomic indicators for US infrastructure construction, supported by low interest rates and increased state and local government spending. Good liquidity from solid free cash flow in 2020, an undrawn $55 million revolver, and lack of meaningful maturities over the next year also underpins Moody's assessment of credit risk. The B3-PD is one notch below the B2 CFR to reflect a higher than average expected family recovery rate based on the all first lien credit facility debt structure with a net first lien leverage financial maintenance covenant on both the revolver and term loan. The stable outlook reflects Moody's expectation that the company's backlog supports good revenue growth at stable margins such that the company will generate sustained positive free cash flow that will be used for debt repayment and reinvestment. Moody's expects debt-to-EBITDA to gradually improve toward 4x during the next 12 to 18 months. Preliminary terms in the company's first lien credit agreement indicate that STV can incur incremental facilities of up to the greater of adjusted EBITDA as of the closing date and consolidated pro forma adjusted EBITDA as defined over the prior four quarter period prior to issuance, plus an additional amount so long as it is not greater than the initial closing date first lien net leverage ratio. First lien lenders will benefit from a "blocker" provision that will restrict the transfer of material IP into an unrestricted subsidiary. The credit agreement also requires that guarantors be wholly-owned subsidiaries, but disposition provisions will prevent a guarantor from being released unless all of its equity interest are sold. In addition, the asset sale proceeds prepayment requirement has leverage-based step-downs. The ratings could be downgraded if revenue declines or debt-to-EBITDA rises and is sustained above 6x. A deterioration in liquidity or free cash flow-to-debt below 5% could also lead to a downgrade. Although unlikely at the company's current modest scale, ratings could be upgraded through consistent earnings growth at current margins, along with debt-to-EBITDA sustained below 4x, and free cash flow-to-debt above 10%. STV would also need to maintain good liquidity and financial strategies consistent with maintaining the aforementioned metrics. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in New York, NY and Douglassville, PA, STV Group, Incorporated is a consulting engineering, architectural, planning, environmental, and construction management services company. The company's segments include Transportation & Infrastructure, Building & Facilities, Energy, and Construction/Program Management. Following the proposed acquisition, STV will be majority owned by PFBI, and advised by TPO, a merchant bank for the business interests of the Pritzker Family. SWEET WOLVERINE: Smith and Smith Approved as Bankr. Counsel ----------------------------------------------------------- Sweet Wolverine Management and Sweet Wolverine Holdings sought and obtained an order from the U.S. Bankruptcy Court for the District of Arizona authorizing them to employ Gerald K. Smith and John C. Smith Law Offices, PLLC as attorneys for the Debtors. The professional services of Smith and Smith will include: a. Advice with respect to the powers and duties of the Debtors; b. Representation of the Debtors in connection with all appearances; c. Preparation on behalf of the Debtors of necessary applications, motions, answers, objections, orders, reports, and other documents; d. Preparation of a plan and disclosure statement and handling all matters and court hearings related thereto; e. Representation of the Debtors in discussions with the United States Trustee’s office; f. Representation of the Debtors in connection with negotiations involving creditors, parties-in-interest, and possible purchasers; and g. All other legal services for the Debtors which may be necessary. Smith and Smith will be engaged under a retainer in the amount of $5,000.00, not including $3,434.00 in filing fees for the Debtors' Chapter 11 petitions. The retainer has been applied to pre-petition work, because of the extensive legal services required. John C. Smith, Esq., will bill at an hourly rate of $450.00, Will Sherman, Esq., at an hourly rate of $350.00 and the firm's paralegals and law clerk at an hourly rate of $150.00. Smith and Smith do not hold or represent any interest adverse to the estate and is a disinterested person within the meaning of 11 U.S.C. Section 101(14), Mr. Smith attests. Sweet Wolverine Management LLC filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 19-13670) on October 25, 2019, listing under $1 million in both assets and liabilities. Sweet Wolverine Holdings, LLC also filed for Chapter 11 (Bankr. D. Ariz. Case No. 19-13671) on October 25, 2019, , listing under $1 million in both assets and liabilities. Both are represented by: John C. Smith, Esq. Will Sherman, Esq. GERALD K. SMITH AND JOHN C. SMITH LAW OFFICES, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 844-8070 Email: john@smithandsmithpllc.com will@smithandsmithpllc.com TATUNG COMPANY: Gets Interim OK on Cash Motion Thru Dec. 10 ----------------------------------------------------------- The Bankruptcy Court authorized Tatung Company of America, Inc., to use cash collateral on an interim basis, pursuant to the terms and conditions of the Tentative Decision and this Order, to and through December 10, 2019. As adequate protection for the Debtor's use of cash collateral, East West Bank is granted a replacement lien on certain of the Debtor's post-petition assets. Hearing on the motion will continue to Dec. 10, 2019 at 1 p.m. Objections must be filed by Nov. 26, 2019. About Tatung Company of America Tatung Company of America, Inc., distributes technology products for computers and electronics original equipment manufacturers. The Company manufactures personal computer monitors, home appliances, point-of-sale equipment, air conditioners, coolers, and purifiers. Tatung Company of America sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-21521) on Sept. 30, 2019. In the petition signed by CRO Jason Chen, the Debtor was estimated to have assets ranging between $10 million to $50 million and liabilities of the same range. Judge Neil W. Bason is assigned to the case. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P serves as the Debtor's counsel. TROUSDALE US AUSSIE: Hires Danning Gill as Bankruptcy Counsel ------------------------------------------------------------- Trousdale US Aussie, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Danning Gill Diamond & Kollitz, LLP, as general bankruptcy counsel to the Debtor. Trousdale US Aussie requires Danning Gill to: a. advise and assist the Debtor with respect to Chapter 11 case requirements, including the preparation and filing of Monthly Operating Reports, payment of fees to the U.S. Trustee, maintaining DIP bank accounts, and preparation of a plan of reorganization, to help the Debtor stay in compliance with the Bankruptcy Code, the Federal 1 9 Rules of Bankruptcy Procedure, the Court's Local Bankruptcy Rules, and the Guidelines of the U.S. Trustee; b. appear with and represent the Debtor at its Initial Debtor Interview; c. appear with and represent the Debtor at the meeting of creditors; d. represent the Debtor in contested matters, adversary proceedings, and any other hearings before this Court; e. advise an d assist the Debtor in negotiations with Hankey Capital, LLC and/or other potential lenders regarding post -petition financing and obtain Court approval thereon; f. advise and assist the Debtor regarding legal issues relating to the Debtor's sale of the Property; g. review and, if appropriate, pursue avoidable transfers and other claims that the estate may have against third parties; h. analyze and review the validity of claims of creditors who file proofs of claims and, if appropriate, object to those claims; i. analyze the validity of all administrative expenses and, if appropriate, object to those expenses; j. assist the Debtor with the settlement and compromise of claims by or against the estate, or pertaining to matters relating to this case; k. prepare and prosecute a chapter 11 plan; and l. perform other general legal services relating to the Debtor's administration of the estate. Danning Gill will be paid at these hourly rates: Attorneys $350 to $695 Paralegals $210 to $250 Prior to the petition date, the Debtor paid Danning Gill the amount of $75,000, plus $1,717 filing fee. Prior to the filing of the petition, from the retainer, the Firm was paid $10,011 for services rendered, and $1,745 for costs advanced. As of the petition date, $64,961 of the retainer remained in the Firm's client trust account. Danning Gill will also be reimbursed for reasonable out-of-pocket expenses incurred. John N. Tedford IV, partner of Danning Gill Diamond & Kollitz, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Danning Gill can be reached at: John N. Tedford IV, Esq. DANNING GILL DIAMOND & KOLLITZ, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Fax: (310) 277-5735 E-mail: jtedford@dgdk.com About Trousdale US Aussie Trousdale US Aussie, LLC, based in Beverly Hills, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-20822) on Sept. 12, 2019. In the petition signed by Trevor Groeneveld, authorized agent, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Hon. Julia W. Brand oversees the case. John N. Tedford IV, Esq., at Danning Gill Diamond & Kollitz, LLP, serves as bankruptcy counsel to the Debtor. TWIN PINES: Dec. 4, 2019 Plan & Disclosuress Hearing Set -------------------------------------------------------- On Oct. 21, 2019, small business debtor Twin Pines, LLC filed with the U.S. Bankruptcy Court for the District of New Mexico a Chapter 11 Plan and a proposed Chapter 11 Disclosure Statement. On Oct. 24, 2019, Judge Robert H. Jacobvitz conditionally approved the Disclosure Statement and established the following dates and deadlines: * Nov. 26, 2019, is fixed as the last day for filing and serving written objections to the Disclosure Statement pursuant to Fed. R. Bankr. P. 3017(a) and filing and serving written objections to confirmation of the Plan pursuant to Fed. R. Bankr. P. 3020(b)(1). * Nov. 26, 2019, is fixed as the last day to submit written acceptances or rejections of the Plan to the debtor's attorney. * Dec. 4, 2019, at 10:00 a.m., is the date for the hearing to consider final approval of the Disclosure Statement pursuant 11 U.S.C. Sec. 1125(f) and confirmation of the Plan to be held in the Gila Courtroom, Fifth Floor, Pete V. Domenici Federal Building and United States Courthouse, 333 Lomas Blvd. NW, Albuquerque, New Mexico. The Debtor is represented by: William F. Davis 6709 Academy Rd. NE, Suite A Albuquerque, NM 87109 Tel: (505) 243-6129 About Twin Pines Twin Pines LLC, a New Mexico limited liability company, provides automotive repair and maintenance services. Twin Pines owns condos it valued at $523,618, and a commercial property valued at $741,908, in Ruidoso, New Mexico. Twin Pines LLC sought Chapter 11 protection (Bankr. D.N.M. Case No.19-10295) on Feb. 12, 2019, in Albuquerque, New Mexico. As of the Petition Date, the Debtor disclosed total assets at $1,361,978 and total liabilities at $1,338,629. The case is assigned to Judge Robert H. Jacobvitz. WILLIAM F. DAVIS & ASSOC., P.C., represents the Debtor. TWITTER INC: Egan-Jones Lowers Sr. Unsec. Ratings to BB- -------------------------------------------------------- Egan-Jones Ratings Company, on November 5, 2019, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Twitter Incorporated to BB- from BB. Twitter Incorporated is an American microblogging and social networking service on which users post and interact with messages known as "tweets". Tweets were originally restricted to 140 characters, but on November 7, 2017, this limit was doubled to 280 for all languages except Chinese, Japanese, and Korean. UGI INTERNATIONAL: Moody's Affirms Ba1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed UGI International, LLC's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating, and its Ba1 senior unsecured notes rating. The rating outlook is stable. "The Ba1 affirmation considers UGI International's debt-funded $333 million dividend to its parent, UGI Corporation (unrated) and UGI International's ability to return leverage to pre-dividend levels within a few quarters through cash flow," said John Thieroff, Moody's Senior Analyst. "The company's significant cash balance provides an additional avenue to repay revolver borrowings should cash flow fall below forecast." Outlook Actions: Issuer: UGI International, LLC Outlook, Remains Stable Affirmations: Issuer: UGI International, LLC Probability of Default Rating, Affirmed Ba1-PD Corporate Family Rating, Affirmed Ba1 Senior Unsecured Notes, Affirmed Ba1 (LGD4) RATINGS RATIONALE The Ba1 CFR reflects UGI International's low leverage, strong market position and brand recognition in France, high customer and supplier diversification, and experienced management team with a good track record of risk management and successful business integration. The rating also considers the company's solid underlying free cash flow generation, good liquidity and its ownership by UGI Corporation (unrated) -- a large US holding company with a market capitalization of $9.8 billion as of November 7, 2019. The CFR is restrained by UGI International's high earnings concentration in France, its limited product diversification beyond liquid petroleum gas (LPG) offerings, the steady structural decline in LPG demand in mature markets and the need to make periodic acquisitions to offset natural volume decline. The company's $333 million primarily debt-funded distribution to its parent to help fund acquisitions at affiliates was a departure from financial policy and is not expected to represent a permanent shift. Revolver borrowings related to the distribution are expected to be largely repaid by March 31, 2020. The company experiences a modest degree of earnings volatility due to exposure of factors outside the company's control such as weather, natural gas prices and the somewhat limited ability to pass on sharp product cost increases to customers. LPG is well positioned to serve as an intermediate step in the transition away from hydrocarbon-based fuels; however, longer term UGI International faces risk as many of the countries in which it operates intend to pursue low- and zero-carbon emission policies. The senior unsecured notes due 2025 are rated Ba1. The notes and the company's €300 million unsecured revolver rank pari-passu and have the same subsidiary guarantees. Given the absence of priority debt ahead of the notes and revolver in UGI International's capital structure, other than a relatively modest amount of trade payables, pensions and leases, they are rated the same as the CFR. UGI International will have good liquidity through fiscal 2020. At September 30, the company had $235 million of cash and €107 million of availability under its €300 million revolving credit facility that expires in October 2023. Moody's expects the company to cover its working capital and capital expenditures and shareholder distributions within operating cash flow and that remaining free cash flow will be used to repay borrowings under the revolver. Under its credit agreement, UGI International will have to maintain a total net debt / EBITDA ratio below 3.85x (and not to exceed 4.25x during two consecutive testing dates after a permitted acquisition), tested on a half-yearly basis. Moody's expects the company to be comfortably in compliance with its covenants through the end of fiscal 2020. The rating outlook is stable. Although a positive action is unlikely in the near future, Moody's could consider an upgrade if UGI can materially increase its scale and operating margins while maintaining a debt/EBITDA ratio below 1.5x.The rating could be downgraded if debt/EBITDA rises above 2.5x normalized for seasonal working capital borrowings. UGI International, LLC is a wholly owned subsidiary of UGI Corporation (unrated), a US holding company headquartered in King of Prussia, PA. UGI International through its subsidiaries, stores, transports and conducts a liquefied petroleum gas (LPG) distribution business in 17 countries throughout Europe and an energy marketing business in France, Belgium, the Netherlands and the United Kingdom. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. UNIVAR SOLUTIONS: Fitch Assigns BB+ Rating on New USD Term Loan B-5 ------------------------------------------------------------------- Fitch Ratings assigned 'BB+'/'RR1' ratings to Univar Solutions Inc.'s new senior secured U.S. dollar term loan B-5 and 'BB'/'RR4' ratings to its senior unsecured notes. Univar intends to use proceeds from the offering to repay its existing Euro term loan B-2 due 2024 and senior notes due 2023. Univar's Long-Term Issuer Default Rating is 'BB' and the Rating Outlook is Positive. Univar benefits from its market position in chemicals and ingredients distribution, its flexible and scalable operating model, consistent and improving profit margins, considerable FCF generation and expectations of net leverage to be within management's target range of 3.0x or under by 2020. Univar consistently generates solid margins and FCF despite its exposure to some cyclical end markets. The company's continued progress in executing its strategic priorities and adherence to its capital deployment priorities should help further reduce cash flow risk and financial risks. KEY RATING DRIVERS Nexeo Enhances Operational, Credit Profiles: The acquisition of Nexeo Solutions, LLC further strengthens Univar's position as the largest distributor in North America and broadens its product portfolio, creates cross-selling opportunities to the combined customer base and helps expand the company's end markers into industries such as personal care and industrial cleaning and lubricants. Nexeo also provides an opportunity to accelerate Univar's digital transformation, enhancing supply chain efficiency. Fitch believes the combination is consistent with Univar's capital deployment priorities and helps accelerate the realization of its commercial, operation and financial priorities. As of third-quarter 2019, management reiterated its expectations to capture $20 million in net synergies in 2019 and a $120 million run rate of net synergies by March 2022. The sale of Nexeo's plastic business for $650 million allowed for additional de-leveraging, and further emphasizes management's focus on profitability and growth within its specialty chemicals portfolio. Fitch believes the company will continue to see modest margin expansion over the forecast period, and projects the company will achieve total debt/EBITDA of sub-3.5x by 2020. Consistent FCF Generation: Fitch forecasts the company will generate $300 million-$400 million of annual FCF. This strong FCF generation is driven by modest capital requirements, consistent and improving profit margins and efficient working capital management. The substantial financial flexibility provides the company with the opportunity to continue to pursue acquisitions, deleverage, and reinvest in strategic growth and savings opportunities. Fragmented Market Provides Opportunity: The global chemical distribution market is highly fragmented, with an estimated market size of roughly $200 billion and where the top two distributors account for only about 10% of the market. Benefiting from size, scale and diversification, Univar is better able to navigate logistical challenges and counterparty risk than smaller competitors. The company contains the largest chemicals and ingredients sales force in North America, the broadest product offering and an increasingly efficient supply chain network, allowing Univar to continue to grow through leveraging its footprint to cover more products, customers and regions. DERIVATION SUMMARY Univar is the second largest global chemical distributor, behind Brenntag AG (unrated), and the largest North American chemical distributor in what is a fragmented industry. Fitch compares Univar with chemical distributor Brenntag AG (unrated), IT distributors Ingram Micro, Inc. (BBB-/Stable) and Arrow Electronics, Inc. (BBB-/Stable), and metals distributor Reliance Steel and Aluminium Co. (BBB/Stable). Each of these distributors benefits from significant size, scale and diversification compared to peers within their markets. Fitch believes the fragmented nature of and potential for continued outsourcing within chemicals distribution provides Univar a unique opportunity to increase share and capture potential market expansion. Fitch views cash flow risk within the distribution industry as relatively low particularly compared to chemicals producers given the limited commodity price risk, diversification of customers and end-markets, low annual capex requirements (1%-2% annually) and working capital benefits in a downcycle. While the technology and metals distribution market risks differ, the overall operating performances and cash flow resiliency are similar, with FCF margins for these distribution peers averaging in the low-to-mid single digits over the past five years. Univar currently maintains a total debt to EBITDA of around 4.0x, while the investment-grade rated peer distributors typically operate total debt to EBITDA at or below 3.0x. Fitch expects Univar's gross leverage to improve to sub-3.5x by 2020 assuming the favorable integration of the Nexeo chemicals business and a continued focus on de-leveraging. Fitch views this leverage profile to be consistent with 'BB+' rating tolerances. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Organic revenue increase of between 2%-3% on an annual basis as higher priced chemicals are sold and volume increases from a combination of cross-selling opportunities and further producer outsourcing; - EBITDA margins increase yoy following Nexeo integration as higher margin products are increasingly sold and cost cutting efforts and synergies are realized; - Capex at roughly 1% of revenues annually; - No dividends or share repurchases over the next few years. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Demonstrated progress in the integration of Nexeo and realization of operational and cost synergies; -- Gross debt reduction leading to total debt-to-EBITDA below 3.5x or FFO-adjusted leverage less than 4.5x; -- Maintenance of strong liquidity and continued FCF generation; -- Demonstrated track record of adherence to capital allocation priorities and financial policy targets. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Inability to effectively integrate Nexeo and realize expected operational and cost synergies; -- Total debt-to-EBITDA above 4.0x or FFO-adjusted leverage greater than 5.0x; -- Sustained reduction in EBITDA margins below historical levels of 6%-7% leading to weaker FCF generation and financial flexibility. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of Sept. 30, 2019, Univar had over $134 million of cash and cash equivalents on its balance sheet and approximately $731 million of availability under the combined ABL facilities, after $140 million in outstanding letters of credit and $322 million in borrowings. Fitch expects Univar to maintain sufficient liquidity given the forecasted FCF profile. USI INC: Moody's Affirms B3 Corp. Family Rating, Outlook Stable --------------------------------------------------------------- Moody's Investors Service affirmed the B3 corporate family rating of USI, Inc. following the company's announcement that it is issuing an incremental $550 million senior secured term loan, which Moody's has rated B2. USI will use the net proceeds to repay certain preferred equity (including principal, accrued interest and breakage costs), repay revolving credit facility borrowings, and pay related fees and expenses. Moody's also affirmed USI's existing senior secured credit facility ratings at B2 and senior unsecured note rating at Caa2. The rating outlook for USI is stable. RATINGS RATIONALE The pending transaction is credit negative based on the increase in total debt and the allocation of a majority of proceeds to repay preferred equity, said Moody's. Moreover, USI is engaged in a costly, multiyear integration of Wells Fargo Insurance Services, which it acquired for $1.1 billion in late 2017. Moody's estimates that the proposed transaction will lift USI's pro forma debt-to-EBITDA ratio from a range of 7x-7.5x to nearly 8x. The company's (EBITDA - capex) interest coverage will be about 2x, and its free-cash-flow-to-debt ratio will remain in the low-single digits. These metrics include Moody's adjustments for operating leases, contingent earnout obligations, large integration and retention costs related to the WFIS acquisition, and run-rate EBITDA from recent and assumed acquisitions. Moody's expects that USI will successfully integrate the WFIS network, with acquisition related expenses declining materially after 2019, at which point the company's reported metrics will begin to converge toward its pro forma metrics. The rating agency also expects that USI will set aside ample cash to cover WFIS retention payments due in 2022-23. USI's ratings reflect its favorable market position, good balance of property & casualty and employee benefits business, and healthy pro forma free cash flow. The company seeks a team approach to middle market insurance brokerage to make its full range of products and services available to a given client. This approach has helped USI improve its organic growth and maintain solid pro forma EBITDA margins over the past few years. These strengths are offset by the company's high financial leverage, continuing merger integration risk and potential liabilities from errors and omissions in the delivery of professional services. Factors that could lead to an upgrade of USI's ratings include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding 5%, and (iv) successful integration of the WFIS network. Factors that could lead to a downgrade of USI's ratings include: (i) pro forma debt-to-EBITDA ratio above 8x, (ii) pro forma (EBITDA - capex) coverage of interest below 1.2x, (iii) pro forma free-cash-flow-to-debt ratio below 2%, or (iv) delay or disruption of the WFIS integration. Moody's has affirmed the following ratings (with loss given default (LGD) assessments): Corporate family rating at B3, Probability of default rating at B3-PD, $250 million senior secured revolving credit facility ($160 million outstanding at September 30, 2019) maturing in May 2022 at B2 (LGD3), $2.6 billion senior secured term loan maturing in May 2024 at B2 (LGD3), $615 million senior unsecured notes maturing in May 2025 at Caa2 (LGD6). Moody's has assigned the following rating (with LGD assessment): $550 million seven-year incremental senior secured term loan at B2 (LGD3). The rating outlook for USI is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Valhalla, New York, USI offers a broad range of property & casualty and employee benefits insurance products and services mainly to middle market businesses across the US. The company generated revenue of $1.8 billion for the 12 months through September 2019. VARTEK LLC: $500K Sale of Assets to AVG Approved ------------------------------------------------ Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Vartek, LLC's sale of assets to American Vinyl Co. ("AVG") for $500,000. A hearing on the Motion was held on Nov. 4, 2019 at 10:15 a.m. The sale is free and clear of all liens, claims, and encumbrances. AVG will deliver the Purchase Price in good funds at the closing in accordance with the terms of the Motion, the Letter of Intent dated Oct. 17, 2019, and countersigned by the Debtor on Oct. 17, 2019, and the Order. The net sale proceeds will be disbursed first to repay the DIP loan made by T. Star Porter, including accrued interest. Any further disbursements will be made pursuant to further order of the Court. The 14-day stay set forth in Bankruptcy Rule 6004(h) is waived, for good cause shown, and the Order will be immediately enforceable and the closing may occur immediately following the entry of the Order. About Vartek L.L.C. Vartek, L.L.C. -- https://vartekllc.com/ -- is a privately owned manufacturer of flexible PVC hose and tubing. It manufactures reinforced hose and non-reinforced tubing products, and serves the construction, industrial, irrigation, landscape, marine, medical, pool, spa and waterscape markets. Vartek maintains a warehouse in Tampa, Fla., and a warehouse in San Diego, Calif. Vartek sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 19-08083) on Aug. 26, 2019. In the petition signed by CRO William A. Long Jr., the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Catherine Peek McEwen oversees the Debtor's case. Stichter, Riedel, Blain & Postler, P.A., represents the Debtor. VLADAN MILOSAVLJEVIC: Appeals Court Rules on Curtis Claim --------------------------------------------------------- In the case captioned MARGARET L. CURTIS, individually and as Personal Representative of the Estate of Allen L. Curtis, Respondent/Cross-Appellant, v. VLADAN R. MILOSAVLJEVIC, Appellant/Cross-Respondent, LARI-ANNE MILOSAVLJEVIC, HIDDEN CREEK II, LLC, ROCK & SHIELD, LLC, MEADOWDALE MARINA, LLC, and ICARUS HOLDING, LLC, Defendants, No. 78248-7-I (Wash. App.), Appellant Vladan Milosavljevic appeals the trial court's ruling against him. The trial court concluded Vladan Milosavljevic owed $1,268,528.16 on a $1.4 million loan obligation to Margaret Curtis and the Estate of Allen Curtis. In arriving at the figure, the lower court applied offsets against the debt for (1) Milosavljevic's conveyance of a property to Hidden Creek II, LLC, of which the Curtises were the sole members, and (2) his subsequent expenditures incurred in developing the property. On appeal, Milosavljevic argues the limitations period on the loan agreement claim expired prior to suit and, in the alternative, that he should have received credit against the loan obligation for his personal services rendered in developing the property. Milosavljevic also argues the trial court erred in its computation of the credits. Curtis cross-appeals, arguing the trial court should not have applied offsets against the loan obligation because the transfer and expenditures solely benefited Hidden Creek, and no legal basis exists for veil-piercing. Curtis also asserts that, under a previously discharged bankruptcy plan, Milosavljevic already owed a deed of trust on the transferred property; hence, Curtis argues, this constitutes another reason why the trial court should not have applied an offset for the transfer. Finally, Curtis claims the trial court erred in denying interest on a $239,404.80 payment by Milosavljevic, which he owed under his bankruptcy plan. Upon review, the Court of Appeals of Washington affirms in part and reverses in part, and remands for further proceedings. The Appeals Court affirms the trial court's determination that a six-year statute of limitations governs the loan agreement. But because Milosavljevic's transfer of property and expenditures benefited Hidden Creek -- and no basis exists for veil-piercing -- the Appeals Court reverses the trial court's application of offsets to the debt. Additionally, the Appeals Court affirms the trial court's conclusion that Milosavljevic does not owe interest on the $239,404.80 payment. Because of the discharge of Milosavljevic's bankruptcy plan, the payment qualifies as voluntary. A copy of the Court's Decision dated Oct. 14, 2019 is available at https://bit.ly/2WDKYmB from Leagle.com. Milosavljevic is represented by: Edward Paul Weigelt Jr., Attorney at Law 9222 36th Ave SE Everett, WA 98208-3026 Curtis is represented by: Rodney T. Harmon, Attorney at Law PO Box 1066 Bothell, WA, 98041-1066 Vladan Milosavljevic filed a chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 2:10-bk-116) on February 18, 2010. XEROX CORP: S&P Affirms BB+ Issuer Credit Rating; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings affirmed all of its ratings on U.S.-based printer technologies and managed document services provider Xerox Corp., including its 'BB+' issuer rating and removed them from CreditWatch with negative implications where it placed them on March 19, 2019. S&P is also assigning its 'BB+' long-term issuer rating to Xerox Holdings Corp., the newly formed ultimate parent company of Xerox Corp. S&P expects Holdings to be the filer of the audited financial statements. Persistent industry headwinds and highly competitive printer markets add uncertainty to business strategies. Xerox has been experiencing persistent total revenue declines in hardware and post-sale services of 4%-6% over the past few years and S&P believes its industry growth prospects are limited. This raises doubt on whether the company will be able to stabilize revenue declines by 2020 and execute new revenue growth drivers outside of traditional printer hardware sales in areas of software and services in 2021 as they laid out in their restructuring plan. S&P expects revenues to decline in the 6%-7% range in 2019 and in the 4%-5% range in 2020. The negative outlook reflects Xerox's persistent revenue declines, and S&P's view that the company will continue to face execution risk as it implements its revenue stabilization strategies. S&P also thinks Xerox's greater reliance on its post-sale and supplies business as print pages decline could make it difficult to offset revenue declines and margin pressures through further cost reductions as it invests for growth. Although the rating agency expects adjusted leverage to remain around 2x and FOCF to debt of at least 40% over the next 12-18 months, the rating could face further downside risk due to greater focus on shareholder returns and large scale acquisitions. S&P said it could downgrade Xerox if it experiences any material business disruption following the sale of its stake in Fuji Xerox Co. Ltd., or persistent weak operational performance such that hardware and supplies revenues declines do not moderate in 2020 and the company is unable to offset margin pressures through additional cost restructuring, such that leverage reaches 2.5x or if FOCF to debt declines below 25%. That would lead us to believe the company's competitive position is weaker and business stabilization is more difficult than anticipated," S&P said. A downgrade could also occur if the company adopts a more aggressive financial policy or pursues acquisitions, including its proposed merger with HP Inc., that weaken credit metrics to the same levels, according to the rating agency. "We could revise the outlook to stable if we believe the company is on the path to more stable revenue. This scenario could entail revenue declines moderating to the low-single-digit percent area in 2020 and margin expansion from current levels," the rating agency said. YCO TULSA: Trustee Seeks to Hire Tomlins Law as Counsel ------------------------------------------------------- Neal Tomlins, the Chapter 11 Trustee of YCO Tulsa, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Oklahoma to employ Tomlins Law, PLLC, as attorney to the Trustee. The Trustee requires Tomlins Law to represent and provide legal services to the Trustee in relation to the Chapter 11 Bankruptcy proceedings. Tomlins Law will be paid at the hourly rate of $400. Tomlins Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Neal Tomlins, a partner at Tomlins Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tomlins Law can be reached at: Neal Tomlins, Esq. TOMLINS LAW, PLLC 2431 East 61st Street Tulsa, OK 74136 Tel: (918) 949-4411 E-mail: Neal@tplawtulsa.com About YCO Tulsa YCO Tulsa, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Okla. Case No. 19-11235) on June 14, 2019. In the petition signed by Robert Lobato, president, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $50,000. The case is assigned to Judge Dana L. Rasure. Brown Law Firm, P.C., and Riggs, Abney, Neal, Turpen, Orbison & Lewis serve as the Debtor's legal counsel. ZEBRA TECHNOLOGIES: Egan-Jones Hikes FC Sr. Unsec. Rating to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 8, 2019, upgraded the foreign currency senior unsecured rating on debt issued by Zebra Technologies Corporation to BB+ from BB. Zebra Technologies Corporation is a public company based in Lincolnshire, Illinois, USA, that manufactures and sells marking, tracking and computer printing technologies. ZUMOBI INC: Unsecureds to Get 25% to 33% Under Plan --------------------------------------------------- Zumobi, Inc., filed a liquidation analysis in connection with its Chapter 11 plan. The Debtor believes that the confirmation of the Plan will provide all creditors and equity holders with a recovery that is equal to or greater than it would receive pursuant to a liquidation of the Debtor under Chapter 7 of the Bankruptcy Code. Priority Unsecured Non-Tax Claims will receive 100% under the Plan, Convenience Claims will get 30%, while General Unsecured Claims will receive 25% to 33%. In a Chapter 7 scenario, holders of convenience claims, general unsecured claims and noteholder claims will only recover 0% to 50%. A full-text copy of the Liquidation Analysis dated October 29, 2019, is available at https://tinyurl.com/y3on7cgx PacerMonitor.com at no charge. About Zumobi Inc. Zumobi, Inc. -- https://www.zumobi.com -- is a mobile technology company that partners with multiple brands to provide engaging mobile marketing solutions on smartphones, tablets and other devices. Zumobi sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-12284) on Oct. 25, 2019. As of Oct. 25, 2019, the Debtor had total assets of $61,074 and liabilities of $13,291,047. The case is assigned to Judge Kevin Gross. The Debtor is represented by Eric J. Monzo, Esq., at Morris James LLP. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Robert Hunt and Robin Hunt Bankr. D. Ariz. Case No. 19-14159 Chapter 11 Petition filed November 6, 2019 represented by: Thomas D. Allen, Esq. ALLEN BARNES & JONES, PLC E-mail: tallen@allenbarneslaw.com In re House of Hightime Church Bankr. N.D. Ga. Case No. 19-12232 Chapter 11 Petition filed November 6, 2019 Filed Pro Se In re 2216 Amelia St. LLC Bankr. E.D. La. Case No. 19-13028 Chapter 11 Petition filed November 6, 2019 Filed Pro Se In re Phoenix Aggregates Inc. Bankr. D.P.R. Case No. 19-06547 Chapter 11 Petition filed November 6, 2019 See http://bankrupt.com/misc/prb19-06547.pdf represented by: Pablo E. Garcia, Esq. PABLO E. GARCIA E-mail: abogado00985@yahoo.com In re BBB Group, Inc. dba Bailey Banks and Biddle Bankr. S.D. Tex. Case No. 19-36260 Chapter 11 Petition filed November 6, 2019 See http://bankrupt.com/misc/txsb19-36260.pdf represented by: Jesse Aguinaga, Esq. AGUINAGA & ASSOCIATES E-mail: jfa@aguinagaandassociates.com In re H.R.H.C.C., Inc. d/b/a H.R.H. Carriage Company Bankr. W.D. Tex. Case No. 19-52673 Chapter 11 Petition filed November 6, 2019 See http://bankrupt.com/misc/txwb19-52673.pdf represented by: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP E-mail: jwilkins@stic.net In re Blanca Mohd Bankr. C.D. Cal. Case No. 19-12810 Chapter 11 Petition filed November 7, 2019 represented by: Dana M. Douglas, Esq. E-mail: dmddouglas@hotmail.com In re Arlon Berbano Bankr. E.D.N.C. Case No. 19-14690 Chapter 11 Petition filed November 7, 2019 Filed Pro Se In re RR3 Resources, LLC Bankr. S.D. Fla. Case No. 19-25064 Chapter 11 Petition filed November 7, 2019 See http://bankrupt.com/misc/flsb19-25064.pdf represented by: Joe M. Grant, Esq. MARSHALL GRANT, PLLC E-mail: jgrant@marshallgrant.com In re Thomas J. Schmutz and Beverly S. Schmutz Bankr. S.D. Ill. Case No. 19-40853 Chapter 11 Petition filed November 7, 2019 represented by: Douglas A. Antonik, Esq. E-mail: antoniklaw@charter.net In re Greenwood Veterinary Associates, PLC LLC Bankr. E.D. Mich. Case No. 19-55866 Chapter 11 Petition filed November 7, 2019 See http://bankrupt.com/misc/mieb19-55866.pdf represented by: Anthony James Miller, Esq. E-mail: am@osbig.com - and - Yuliy Osipov, Esq. OSIPOV BIGELMAN, P.C. Email: yotc_ecf@yahoo.com yo@osbig.com In re Endicott Realty Corp. Bankr. S.D.N.Y. Case No. 19-23968 Chapter 11 Petition filed November 7, 2019 See http://bankrupt.com/misc/nysb19-23968.pdf represented by: Nicholas A. Pasalides, Esq. REICH, REICH & REICH, P.C. E-mail: reichlaw@reichpc.com In re Olympic Restaurants, LLC, dba Simply Greek Bankr. N.D. Ohio Case No. 19-16873 Chapter 11 Petition filed November 7, 2019 See http://bankrupt.com/misc/ohnb19-16873.pdf represented by: Heather E. Heberlein, Esq. BUCKINGHAM, DOOLITTLE & BURROUGHS, LLC E-mail: hheberlein@bdblaw.com - and - Nathaniel R. Sinn, Esq. BUCKINGHAM, DOOLITTLE & BURROUGHS, LLC Email: nsinn@bdblaw.com In re Sharp Housing, LLC Bankr. W.D. Tenn. Case No. 19-28938 Chapter 11 Petition filed November 7, 2019 See http://bankrupt.com/misc/tnwb19-28938.pdf represented by: Ted I. Jones, Esq. LAW OFFICE OF TED I. JONES E-mail: dtedijones@aol.com In re Florida Riviera Investment Corp. Bankr. S.D. Fla. Case No. 19-25111 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/flsb19-25111.pdf represented by: Nathan G. Mancuso, Esq. MANCUSO LAW, P.A. E-mail: ngm@mancuso-law.com In re Industrial Machinery Sales & Services, Inc. Bankr. N.D. Ill. Case No. 19-31848 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/ilnb19-31848.pdf represented by: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com info@davidlloydlaw.com In re LTMT, Inc. Bankr. N.D. Ill. Case No. 19-31890 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/ilnb19-31890.pdf represented by: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com info@davidlloydlaw.com In re HNY Entertainment, LLC Bankr. D. Md. Case No. 19-24974 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/mdb19-24974.pdf represented by: Stephen L. Prevas, Esq. PREVAS AND PREVAS E-mail: prevasandprevas@verizon.net In re Christopher J. Paulsen Bankr. D.N.J. Case No. 19-31139 Chapter 11 Petition filed November 8, 2019 represented by: Andre L. Kydala, Esq. ANDRE KYDALA, ESQ. E-mail: kydalalaw@aim.com In re W P. Semanczuk Bankr. D.N.J. Case No. 19-31191 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/njb19-31191.pdf represented by: Carlos D. Martinez, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP E-mail: cmartinez@scura.com - and - David L. Stevens, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP Email: dstevens@scuramealey.com In re LX Avenue Bagels Inc. Bankr. E.D.N.Y. Case No. 19-46769 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/nyeb19-46769.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com info@m-t-law.com In re Amir Ram Bagels Inc. Bankr. E.D.N.Y. Case No. 19-46770 Chapter 11 Petition filed November 9, 2019 See http://bankrupt.com/misc/nyeb19-46770.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com info@m-t-law.com In re Tal On 1st Inc. Bankr. E.D.N.Y. Case No. 19-46771 Chapter 11 Petition filed November 9, 2019 See http://bankrupt.com/misc/nyeb19-46771.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com info@m-t-law.com In re Clifton Cole Bankr. E.D.N.Y. Case No. 19-77656 Chapter 11 Petition filed November 8, 2019 represented by: Btzalel Hirschhorn, Esq. SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP E-mail: bhirschhorn@abzlaw.com In re Franchise Dynamics, LLC Bankr. D. Ariz. Case No. 19-14302 Chapter 11 Petition filed November 8, 2019 See http://bankrupt.com/misc/azb19-14302.pdf represented by: Jonathan P. Ibsen, Esq. CANTERBURY LAW GROUP, LLP E-mail: jibsen@clgaz.com In re Ruggiero Construction Group LLC Bankr. D.N.J. Case No. 19-31249 Chapter 11 Petition filed November 10, 2019 See http://bankrupt.com/misc/njb19-31249.pdf represented by: Francine Ann Gargano, Esq. E-mail: garganof@msn.com In re Roger Lee Shafer and Paula Louise Shafer Bankr. S.D. W.Va. Case No. 19-20509 Chapter 11 Petition filed November 8, 2019 represented by: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE E-mail: joecaldwell@frontier.com In re Trevor Reiland Bankr. M.D. Fla. Case No. 19-10713 Chapter 11 Petition filed November 11, 2019 represented by: Leon A. Williamson, Jr., Esq. LEON A. WILLIAMSON, JR., P.A. E-mail: leon@lwilliamsonlaw.com In re Imperial Signature Landscapes, LLC & Pond Maintenance Bankr. E.D.N.C. Case No. 19-05242 Chapter 11 Petition filed November 11, 2019 See http://bankrupt.com/misc/nceb19-05242.pdf represented by: J.M. Cook, Esq. J.M. COOK, P.A. E-mail: J.M.Cook@jmcookesq.com In re Timothy A. Morris Bankr. E.D.N.C. Case No. 19-05243 Chapter 11 Petition filed November 11, 2019 represented by: J.M. Cook, Esq. J.M. COOK, P.A. E-mail: J.M.Cook@jmcookesq.com In re Iason Ventouratos Bankr. E.D.N.Y. Case No. 19-46782 Chapter 11 Petition filed November 11, 2019 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re 4LAMM LLC Bankr. N.D. Ohio Case No. 19-16931 Chapter 11 Petition filed November 11, 2019 See http://bankrupt.com/misc/ohnb19-16931.pdf represented by: Glenn E. Forbes, Esq. FORBES LAW LLC E-mail: bankruptcy@geflaw.net In re MKGFB, Inc. Bankr. W.D. Pa. Case No. 19-24391 Chapter 11 Petition filed November 11, 2019 See http://bankrupt.com/misc/pawb19-24391.pdf represented by: Brian C. Thompson, Esq. THOMPSON LAW GROUP, P.C. E-mail: bthompson@ThompsonAttorney.com In re Enrique Garcia and Flavia C. Garcia Bankr. C.D. Cal. Case No. 19-19930 Chapter 11 Petition filed November 11, 2019 represented by: Michael R. Totaro, Esq. TOTARO & SHANAHAN E-mail: Ocbkatty@aol.com In re Candelario Lora Bankr. C.D. Cal. Case No. 19-23303 Chapter 11 Petition filed November 11, 2019 represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM, A PROFESSIONAL CORP E-mail: onyi@anyamalaw.com In re Hebila Galarza Bankr. C.D. Cal. Case No. 19-23304 Chapter 11 Petition filed November 11, 2019 represented by: Onyinye N. Anyama, Esq. ANYAMA LAW FIRM, A PROFESSIONAL CORP E-mail: onyi@anyamalaw.com In re Beatrice Tumba Bankr. D. Conn. Case No. 19-51504 Chapter 11 Petition filed November 12, 2019 represented by: Russell Gary Small, Esq. E-mail: Russell@rgsmall.com In re ARW Holdings Inc. Bankr. N.D. Fla. Case No. 19-31227 Chapter 11 Petition filed November 12, 2019 See http://bankrupt.com/misc/flnb19-31227.pdf represented by: Jodi Daniel Dubose, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. E-mail: jdubose@srbp.com In re Nabil Z. Abadeer Bankr. N.D. Ill. Case No. 19-32181 Chapter 11 Petition filed November 12, 2019 represented by: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com In re AMD Enterprises 1 LLC Bankr. D.N.J. Case No. 19-31357 Chapter 11 Petition filed November 12, 2019 Filed Pro Se In re Aliaksei Kuzmitski Bankr. D.N.J. Case No. 19-31369 Chapter 11 Petition filed November 12, 2019 represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN P.C. E-mail: alla@kachanlaw.com In re Elaine S. Diratz Bankr. S.D.N.Y. Case No. 19-23983 Chapter 11 Petition filed November 12, 2019 represented by: Gus Michael Farinella, Esq. LAW OFFICES OF GUS MICHAEL FARINELLA PC E-mail: gmf@lawgmf.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. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. 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